Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Pershing Gold Corp. |
Entity Central Index Key | '0001432196 |
Document Type | 'POS AM |
Post-Effective Amendment Number | '2 |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'true |
Amendment Description | 'This Post-Effective Amendment No. 2 to Form S-1 (this “Post-Effective Amendmentâ€) is being filed pursuant to Section 10(a)(3) of the Securities Act to update our registration statement on Form S-1 (the “Registration Statementâ€), which was initially declared effective by the Securities and Exchange Commission on February 12, 2013, (i) to include the information contained in certain periodic filings filed with the SEC, and (ii) make certain other updating revisions to the information contained herein so that such information is current as of the date of filing. |
Current Fiscal Year End Date | '--12-31 |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $7,743,107 | $3,218,191 |
Restricted cash - (see Note 5) | 2,250,000 | ' |
Other receivables | 17,276 | 77,364 |
Prepaid expenses and other current assets | 582,278 | 502,837 |
Total Current Assets | 10,592,661 | 3,798,392 |
NON - CURRENT ASSETS: | ' | ' |
Property and equipment, net - (see Note 6) | 6,450,640 | 7,386,776 |
Mineral rights - (see Note 5) | 16,786,912 | 16,786,912 |
Reclamation bond deposit - (see Note 5) | 25,000 | 4,645,533 |
Deposits | 3,884 | 3,884 |
Total Non - Current Assets | 23,266,436 | 28,823,105 |
Total Assets | 33,859,097 | 32,621,497 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 624,753 | 778,314 |
Note payable - current portion (see Note 7) | 23,036 | 23,036 |
Note payable - related party - (see Note 10) | ' | 486,250 |
Total Current Liabilities | 647,789 | 1,287,600 |
LONG-TERM LIABILITIES: | ' | ' |
Note payable - long term portion (see Note 7) | 36,474 | 59,510 |
Total Liabilities | 684,263 | 1,347,110 |
Commitments and Contingencies | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized; 275,917,023 and 266,592,023 shares issued and 275,790,008 and 266,592,023 outstanding as of December 31, 2013 and 2012, respectively) - (see Note 9) | 27,592 | 26,659 |
Additional paid-in capital | 133,201,209 | 113,052,194 |
Treasury stock, at cost, (127,015 and None Shares as of December 31, 2013 and 2012) | -44,455 | ' |
Accumulated deficit | -14,901,794 | -14,901,794 |
Accumulated deficit since inception of exploration stage (September 1, 2011) | -85,107,719 | -66,902,672 |
Total Stockholders' Equity | 33,174,834 | 31,274,387 |
Total Liabilities and Stockholders' Equity | 33,859,097 | 32,621,497 |
Convertible Series A Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 11) | ' | ' |
Convertible Series B Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 11) | ' | ' |
Convertible Series C Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 11) | ' | ' |
Convertible Series D Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 11) | ' | ' |
Preferred Stock - Series E | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 11) | $1 | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 50,000,000 | 50,000,000 |
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) | 275,917,023 | 266,592,023 |
Common stock, Outstanding (in shares) | 275,790,008 | 266,592,023 |
Treasury stock, at cost, shares | 127,015 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' |
Net revenues | $0 | ' | ' |
Operating expenses: | ' | ' | ' |
Compensation and related taxes | 7,076,696 | 19,726,749 | 27,885,524 |
Exploration cost | 3,204,629 | 5,221,001 | 10,225,652 |
Consulting fees | 1,579,211 | 2,334,297 | 9,484,687 |
General and administrative expenses | 3,830,117 | 4,172,283 | 9,434,870 |
Total operating expenses | 15,690,653 | 31,454,330 | 57,030,733 |
Operating loss from continuing operations | -15,690,653 | -31,454,330 | -57,030,733 |
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 |
Loss from disposal of assets | ' | -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) | 1,656,333 | 1,490,600 | 3,146,933 |
Share of loss of equity method investee | ' | -83,333 | -83,333 |
Interest expense and other finance costs, net of interest income | -23,584 | -11,408,798 | -15,947,858 |
Total other income (expenses) - net | 1,587,265 | -17,598,419 | -18,596,854 |
Loss from continuing operations before provision for income taxes | -14,103,388 | -49,052,749 | -75,627,587 |
Provision for income taxes | 0 | ' | ' |
Loss from continuing operations | -14,103,388 | -49,052,749 | -75,627,587 |
Discontinued operations: | ' | ' | ' |
(Loss) gain from discontinued operations, net of tax | 0 | -50,298 | 802,367 |
Net loss | -14,103,388 | -49,103,047 | -74,825,220 |
Less: Net loss attributable to non-controlling interest | ' | -1,164 | -172,517 |
Net loss attributable to Pershing Gold Corporation | -14,103,388 | -49,104,211 | -74,997,737 |
Preferred deemed dividend | -4,101,659 | -2,702,777 | -10,088,832 |
Preferred stock dividend | ' | -21,150 | -21,150 |
Net loss available to common stockholders | ($18,205,047) | ($51,828,138) | ($85,107,719) |
Loss per common share, basic and diluted: | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.07) | ($0.24) | ($0.37) |
Loss from discontinued operations (in dollars per share) | $0 | $0 | $0 |
Earnings per share basic and diluted (in dollars per share) | ($0.07) | ($0.24) | ($0.37) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted (in shares) | 272,620,776 | 219,530,283 | 229,376,312 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Officers and employees | Consultants | Officers | Preferred Stock - Series D | Preferred Stock - Series E | Common Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Non-Controlling Interest |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Preferred Stock - Series A | Preferred Stock - Series B | Preferred Stock - Series C | Preferred Stock - Series D | Preferred Stock - Series E | USD ($) | Officers and employees | Consultants | Officers | USD ($) | Officers and employees | Consultants | Officers | Preferred Stock - Series D | Preferred Stock - Series E | Common Stock | USD ($) | USD ($) | USD ($) | |||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||
Balance at Sep. 01, 2011 | $11,062,437 | ' | ' | ' | ' | ' | ' | ' | $75 | $800 | ' | ' | ' | $11,318 | ' | ' | ' | $25,952,038 | ' | ' | ' | ' | ' | ' | ' | ($14,901,794) | ' |
Balance (in shares) at Sep. 01, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | 8,000,000 | ' | ' | ' | 113,191,020 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the conversion of promissory notes | 1,007,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120 | ' | ' | ' | 1,007,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the conversion of promissory notes (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,196,238 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock with warrants for cash | 3,284,396 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 328 | ' | ' | ' | ' | ' | ' | 3,284,068 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock with warrants for cash (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature in connection with a convertible promissory note | 1,715,604 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,715,604 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock deemed dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | ' | ' | ' | ' | ' | ' | -3,284,396 | ' |
Issuance of common stock in connection with a put right and release settlement agreement | 4,761,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 535 | ' | ' | ' | 4,760,965 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with a put right and release settlement agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock in connection with the separation agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -75 | ' | ' | ' | 75 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock in connection with the separation agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock issued to a founder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -45 | ' | ' | ' | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock issued to a founder (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock for cash | 3,177,416 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 801 | ' | ' | ' | 3,176,615 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock for cash (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,011,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock in connection with the conversion of a promissory note into a current private placement | 611,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153 | ' | ' | ' | 611,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock in connection with the conversion of a promissory note into a current private placement ( in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,529,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with options granted to employees and consultants | 249,027 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 249,027 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with the assumed options and warrants attributable to post-combination services | 2,235,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,235,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -11,791,302 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -11,790,138 | -1,164 |
Issuance of common stock for services | 837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115 | ' | ' | ' | 837,385 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | -75 | -750 | ' | ' | ' | 825 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for conversion of preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -750,000 | -7,500,000 | ' | ' | ' | 8,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 530 | ' | ' | ' | -530 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,295,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 17,151,514 | ' | ' | ' | ' | ' | ' | ' | ' | 50 | 328 | ' | ' | 14,277 | ' | ' | ' | 47,114,351 | ' | ' | ' | ' | ' | ' | ' | -29,976,328 | -1,164 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 3,284,396 | ' | ' | 142,773,113 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to former parent company | -611,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -611,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock for cash | 9,432,450 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | 100 | ' | 2,883 | ' | ' | ' | ' | ' | ' | ' | 999,900 | ' | 9,429,567 | ' | ' | ' |
Issuance of stock for cash (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 28,827,139 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock to placement agent in connection with sale of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | -30 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock to placement agent in connection with sale of stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 303,030 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common and preferred stock for conversion of notes payable | 12,958,913 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 549 | ' | 1,284 | ' | ' | ' | 13,494,579 | ' | ' | ' | ' | ' | ' | ' | -537,499 | ' |
Issuance of common and preferred stock for conversion of notes payable (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,486,968 | ' | 12,841,082 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock | ' | ' | ' | 1,230,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 920 | ' | ' | ' | 1,229,210 | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with options granted to employees and consultants | 11,903,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,903,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with the assumed options and warrants attributable to post-combination services | 1,426,152 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,426,152 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with warrants granted to consultants | 163,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock deemed dividend in connection with the sale of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | -1,000,000 | ' |
Preferred Stock dividends | -21,150 | ' | ' | ' | -21,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -21,150 | ' |
Net loss | -49,103,047 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -49,104,211 | 1,164 |
Reclassification of derivatives to equity | 7,750,289 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,750,289 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assignment of common stock in connection with cancellation of debt and assignment of shares agreement | 103,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services | 454,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | 454,592 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock in connection with the Agreement and Plan of Merger with Valor Gold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -175 | ' | ' | ' | 175 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock in connection with the Agreement and Plan of Merger with Valor Gold (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the cancellation of warrants | 4,883,196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 973 | ' | ' | ' | 4,882,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the cancellation of warrants (in shares) | 9,729,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock in connection with an employment agreement | 3,817,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200 | ' | ' | ' | 3,816,717 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock in connection with an employment agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the note modification agreement | 978,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | ' | 977,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the note modification agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants in connection with the note modification agreement | 2,044,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,044,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for conversion of preferred stock | 3,601 | ' | ' | ' | ' | ' | ' | ' | ' | -50 | -328 | -649 | ' | 3,093 | ' | ' | ' | 80,813 | ' | ' | ' | ' | ' | ' | ' | -79,278 | ' |
Issuance of common stock for conversion of preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -500,000 | -3,284,396 | -6,486,968 | ' | 30,938,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock as consideration for the conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300 | ' | ' | ' | 1,085,700 | ' | ' | ' | ' | ' | ' | ' | -1,086,000 | ' |
Issuance of common stock as consideration for the conversion of preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 624 | ' | ' | ' | -624 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,229,718 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the acquisition of mineral rights | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | 4,599,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the acquisition of mineral rights (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants in connection with the acquisition of mineral rights | 1,109,441 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,109,441 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 31,274,387 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,659 | ' | ' | ' | 113,052,194 | ' | ' | ' | ' | ' | ' | ' | -81,804,466 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 266,592,023 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to former parent company | -15,066 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,066 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock for cash | ' | ' | ' | ' | ' | ' | ' | 10,227,079 | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,227,078 | ' | ' | ' | ' |
Issuance of stock for cash (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,466 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock to placement agent in connection with sale of stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock | -44,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -44,455 | ' | ' |
Issuance of stock in connection with the conversion of a promissory note into a current private placement | 645,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 645,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock in connection with the conversion of a promissory note into a current private placement ( in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 652 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with restricted common stock grants in 2012 | 2,685,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,685,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock | ' | 1,389,986 | 696,362 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 573 | 360 | ' | ' | 1,389,413 | 696,002 | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,725,000 | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with options granted to employees and consultants | 355,694 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 355,694 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with the assumed options and warrants attributable to post-combination services | 27,861 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,861 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation in connection with modification of terms of stock options | 35,079 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,079 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock deemed dividend in connection with the sale of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,101,659 | ' | ' | ' | ' | ' | ' | ' | -4,101,659 | ' |
Net loss | -14,103,388 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14,103,388 | ' |
Balance at Dec. 31, 2013 | $33,174,834 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $27,592 | ' | ' | ' | $133,201,209 | ' | ' | ' | ' | ' | ' | ($44,455) | ($100,009,513) | ' |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,185 | 275,917,023 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss attributable to Pershing Gold Corporation | ($14,103,388) | ($49,104,211) | ($74,997,737) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 969,311 | 992,648 | 2,287,887 |
Bad debts | ' | 13,333 | 513,333 |
Bad debts in connection with discontinued operations | ' | 27,550 | 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 | -1,490,600 | -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 | 5,190,797 | 18,824,469 | 27,337,233 |
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 | -2,250,000 | ' | -929,183 |
Other receivables | 60,088 | 22,544 | 69,299 |
Prepaid expenses - current portion and other current assets | -79,441 | -110,591 | 1,679,290 |
Assets of discontinued operations - current portion | ' | ' | 141,378 |
Prepaid expenses - long-term portion | ' | 37,759 | 41,912 |
Restricted cash - long-term portion | ' | ' | 500,000 |
Reclamation bond deposits | 4,620,533 | -95,788 | 4,524,745 |
Assets of discontinued operations - long term portion | ' | ' | 40,556 |
Accounts payable and accrued expenses | 5,669 | 15,681 | 384,296 |
Liabilities of discontinued operation | ' | -21,622 | 28,730 |
NET CASH USED IN OPERATING ACTIVITIES | -7,242,764 | -9,943,307 | -19,148,530 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of mining rights | ' | -2,576,400 | -2,576,400 |
Payments received on notes receivable | ' | 1,430,000 | 1,430,000 |
Increase in reclamation bond deposits | ' | ' | -1,715,629 |
Net proceeds received from the sale of marketable securities | 1,656,333 | 1,610,302 | 3,266,635 |
Proceeds from disposal of assets | ' | 74,074 | 207,505 |
Purchase of property and equipment | -33,175 | -336,485 | -435,908 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 1,623,158 | 201,491 | 176,203 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of common stock, net of issuance costs | ' | 9,432,450 | 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 |
Purchase of treasury stock | -44,455 | ' | -44,455 |
Payments on notes payable | -23,036 | -1,549,370 | -3,439,128 |
Advances to former parent company | ' | ' | 48,745 |
Distribution to former parent company | -15,066 | -93,640 | -108,706 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 10,144,522 | 9,289,440 | 25,793,401 |
EFFECT OF EXCHANGE RATE ON CASH | ' | ' | 1,649 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,524,916 | -452,376 | 6,822,723 |
CASH AND CASH EQUIVALENTS- beginning of year | 3,218,191 | 3,670,567 | 920,384 |
CASH AND CASH EQUIVALENTS- end of year | 7,743,107 | 3,218,191 | 7,743,107 |
Cash paid for: | ' | ' | ' |
Interest | 4,968 | 197,633 | 535,092 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Issuance of common stock for payment of notes payable and accrued interest | 0 | 8,315,258 | 9,323,005 |
Issuance of common stock in connection with the conversion of a promissory note into a current private placement | 0 | ' | 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 | ' | ' |
Issuance of additional notes payable upon assignment of debt | 0 | 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 | 4,101,659 | 2,702,777 | 10,088,832 |
Issuance of common stock for payment of Continental's accrued legal fees | 0 | 170,614 | 170,614 |
Issuance of common stock for payment of accrued dividend | 0 | 3,601 | 3,601 |
Reclassification of derivative liability to equity | 0 | 7,750,289 | 7,750,289 |
Issuance of a note receivable upon sale of subsidiary | 0 | 500,000 | 500,000 |
Issuance of a note receivable in connection with sale of uranium assets pursuant to an option agreement | 0 | 930,000 | 930,000 |
Common stock and warrants issued for acquisition of mining rights | 0 | 5,709,441 | 5,709,441 |
Distribution to former parent company | 0 | 517,949 | 517,949 |
Cancellation of debt in connection with the assignment of shares | 0 | 42,000 | 42,000 |
Issuance of a note payable for purchase of mining equipment | 0 | 92,145 | 92,145 |
Cancellation of debt in connection with an assignment agreement | $0 | $33,500 | $33,500 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
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 10), which was exchanged for the Company’s Series E Convertible Preferred Stock and warrants in August 2013 and was cancelled (see Note 11). | |
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 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 $14.0 million for the year ended December 31, 2013, approximately $7.2 million of net cash was used in operations for the year ended December 31, 2013 and has incurred a total accumulated deficit of approximately $100.0 million since its inception and requires capital for its contemplated operational and continued exploration activities. 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 audited 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 11). | |
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 10). |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Principle of Consolidation | |
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of December 31, 2013. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. | |
Exploration Stage Company | |
The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. 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”) ASC 915 “Development Stage Entities”. | |
Use of Estimates and Assumptions | |
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 and preferred stock, 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 | |
Issued in December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarifies 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 December 31, 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. | |
Restricted Cash | |
Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. | |
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 a 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 December 31, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate. | |
Prepaid Expenses and Other Current Assets | |
Prepaid expenses of $582,278 and $502,837 at December 31, 2013 and 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, surface management surety bond premium, 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 years ended December 31, 2013 and 2012, the Company incurred exploration cost of $3,204,629 and $5,221,001, respectively. | |
ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), 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 930-805. ASC 930-805 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 consider it necessary to record any impairment charges of its long-lived assets at December 31, 2013 and 2012, respectively. | |
Income Taxes | |
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) 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 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 more 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”, (“ASC 718”) 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). ASC 718 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. | |
Treasury Stock | |
Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. | |
Recent Accounting Pronouncements | |
In January 2014, the FASB issued ASU No. 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)”, which clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The adoption of this amendment is not expected to have a significant impact on the Company’s consolidated financial statements. | |
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”). 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 | 12 Months Ended |
Dec. 31, 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 Securities and Exchange Commission (“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. | |
The Company accounted for such transaction pursuant to ASC 845-10, “Nonmonetary Transactions” and related subtopics for an exchange of a nonmonetary asset for a non-controlling ownership interest in a second entity. Since the Company received cash in the exchange of its nonmonetary assets and the cash received was greater than 25% of the fair value of the assets exchanged, the transaction was considered a monetary exchange and full or partial gain recognition is required. The fair value of the uranium mining claims exchanged approximates the Company’s carrying value which amounted to $0. In accordance with ASC 845-10, the Company recognized a gain from the sale of uranium assets of $930,000 which represents the cash collected on the note as of December 31, 2012. The Company has no actual or implied commitment, financial or otherwise, to support the operations of the new entity in any manner and the Company planned to liquidate its investment in Amicor. Consequently, the Company treated its investment in Amicor as marketable securities - available for sale with an initial basis of $0. 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. | |
The Company accounted for the 25,000,000 shares of Valor Gold’s common stock under ASC 845-10-S99, “Transfer of Nonmonetary Assets by Promoters or Shareholders” whereby the transfer of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the company’s initial public offering normally should be recorded at the transferors’ historical cost basis determined under US GAAP. The Company recorded the 25,000,000 shares of Valor Gold at the historical cost basis of the nonmonetary assets transferred which amounted to $83,333. As a result of this transaction, during the year ended December 31, 2012, the Company recognized a gain from the sale of its subsidiaries of $2,500,000 as described above which represents the cash and note consideration to the Company pursuant to the Merger Agreement. | |
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 December 31, 2013, the Company no longer owns any shares in Valor Gold. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
NOTE 4 — MARKETABLE SECURITIES | |||||||||||||||||
Marketable securities at December 31, 2013 and 2012 consisted of the following: | |||||||||||||||||
Cost | Gross | Gross | Realized Gain from | Fair Value | |||||||||||||
Unrealized | Unrealized | Sale of Securities | |||||||||||||||
Gains | Losses | ||||||||||||||||
Marketable securities — available for sale | — | — | — | 1,656,333 | — | ||||||||||||
For the year ended December 31, 2013 | $ | — | $ | — | $ | — | $ | 1,656,333 | $ | — | |||||||
Cost | Gross | Gross | Realized Gain from | Fair Value | |||||||||||||
Unrealized | Unrealized | Sale of Securities | |||||||||||||||
Gains | Losses | ||||||||||||||||
Marketable securities — available for sale | — | — | — | 1,490,600 | — | ||||||||||||
For the year ended December 31, 2012 | $ | — | $ | — | $ | — | $ | 1,490,600 | $ | — | |||||||
Marketable securities - trading 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. Unrealized gains or losses on marketable securities - available for sale are recognized on a periodic basis as an element of comprehensive income based on changes in the fair value of the security. Realized gains or losses on the sale of marketable securities - available for sale will be reflected in the Company’s net loss for the period in which the securities are liquidated. | |||||||||||||||||
In April 2012, the Company sold its marketable securities — trading with a cost basis of $100,000 and generated proceeds of $119,702. The increase in fair value of $19,702 was recorded as realized gain in the statement of operations for the year ended December 31, 2012. | |||||||||||||||||
In January 2012, the Company received 10,000,000 restricted shares of Amicor’s common stock pursuant to the Option with Amicor (see Note 3). At the time of issuance, the Company recorded the cost of investment in accordance with ASC 845-10 and was valued at $0. Between February 2012 and December 2012, the Company sold 8,486,667 shares of Amicor’s common stock under a private transaction and generated net proceeds of $1,490,600 and has recorded a realized gain — available for sale securities of $1,490,600 during the year ended December 31, 2012. | |||||||||||||||||
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 year ended December 31, 2013. |
MINERAL_PROPERTIES
MINERAL PROPERTIES (Mineral properties) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Mineral properties | ' | |||||||
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, and electrolytic cells. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in 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 also includes approximately 490 unpatented lode mining claims covering approximately 9,700 acres that the Company 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 then 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 this 2013 direct drilling work commitment. Starting in 2014, the Company is required to spend $0.5 million per year 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, 2015 and 2016 direct drilling work commitments. 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, 2015 and 2016, it will not incur annual rental payments in 2014, 2015 or 2016. The Company will be required to expend $0.5 million in additional direct drilling expenditures in 2017 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%. | ||||||||
General | ||||||||
The Company has posted a statewide bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $5.0 million, which is currently approximately $300,000 in excess of the current coverage requirement to reclaim land disturbed in its exploration and mining operations. Previously the Company posted a reclamation bond deposit in the amount equal to the bond requirement with the BLM. In November 2013 the Company replaced the bond deposit by issuing a surface management surety bond in the amount of approximately $5.0 million through a third-party insurance underwriter. In order to issue the surface management surety bond the Company was required to place 45% of the $5.0 million bond ($2,250,000) in a collateral account. The funds deposited in the collateral account have been classified as restricted cash on the Company’s balance sheet as of December 31, 2013. | ||||||||
As of December 31, 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: | ||||||||
December 31, 2013 | December 31, 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 (Property, Plant and Equipment other than mining properties and mineral rights) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment other than mining properties and mineral rights | ' | |||||||||
Property and equipment | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
NOTE 6 — PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following: | ||||||||||
Estimated Life | December 31, 2013 | December 31, 2012 | ||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | |||||
Office and computer equipment | 1 - 5 years | 234,518 | 220,060 | |||||||
Land | — | 266,977 | 266,977 | |||||||
Building and improvements | 5 - 25 years | 730,068 | 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 | |||||||
8,683,500 | 8,650,325 | |||||||||
Less: accumulated depreciation | (2,232,860 | ) | (1,263,549 | ) | ||||||
$ | 6,450,640 | $ | 7,386,776 | |||||||
For the years ended December 31, 2013 and 2012, depreciation expense amounted to $969,311 and $992,648 respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NOTES PAYABLE | ' | |||||||
NOTES PAYABLE | ' | |||||||
NOTE 7 — NOTES PAYABLE | ||||||||
In March 2012, the Company received $500,000 in connection with a 5% secured promissory note (the “Bridge Note”), which was secured by certain assets of the Company’s wholly-owned subsidiaries, Arttor Gold and Noble Effort. The Company administratively issued such Bridge Note on April 10, 2012. The full amount of principal and accrued interest under the Bridge Note was due and payable on the earlier of: (x) the sale of Noble Effort and Arttor Gold, (or the sale of all or substantially all of the assets of Arttor Gold and Noble Effort) to a third party purchaser or (y) October 10, 2012. The Bridge Note was fully paid on May 29, 2012 and all obligations under the Bridge Note were fully satisfied during fiscal 2012. | ||||||||
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: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Total notes payable | $ | 59,510 | $ | 82,546 | ||||
Less: current portion | (23,036 | ) | (23,036 | ) | ||||
Long term portion | $ | 36,474 | $ | 59,510 | ||||
CONVERTIBLE_PROMISSORY_NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2013 | |
CONVERTIBLE PROMISSORY NOTES | ' |
CONVERTIBLE PROMISSORY NOTES | ' |
NOTE 8 —CONVERTIBLE PROMISSORY NOTES | |
Extinguishment of the Senior Secured Convertible Promissory Notes | |
On August 30, 2011, the Company issued $8,000,000 of senior secured convertible promissory notes to Platinum Long Term Growth LLC (“Platinum”) and Lakewood Group LLC (“Lakewood”). All obligations under these senior secured convertible promissory notes were fully satisfied during fiscal 2012. The notes were joint and several obligations of the Company and Gold Acquisition and bore interest at a rate of 9% per annum with principal and interest payable on the first business day of each month commencing on the earlier of: | |
(i) 3 months after the Company or Gold Acquisition begins producing or extracting gold from the Relief Canyon Mine or (ii) 18 months after the original date of issuance of the note (the “Commencement Date”). The principal amount shall be paid in 12 equal monthly installments, with the initial payment due on the Commencement Date. | |
The notes were convertible into shares of the Company’s common stock, at a price per share equal to $0.55, subject to adjustment in the event of mergers, recapitalizations, dividends and distributions applicable to shareholders generally and are further subject to anti-dilution protection. In October 2011, the conversion price of the senior convertible promissory notes had been adjusted to $0.40 per share as a result of certain anti-dilution provisions contained therein due to the sale of common stock at $0.40 per share. | |
Between January 5, 2012 and February 23, 2012, the Company prepaid a total of $1,039,771 of the senior secured convertible promissory note to Platinum and Lakewood. | |
The Assignment and Assumption Agreement dated February 23, 2012 | |
On February 23, 2012, pursuant to a certain assignment and assumption agreement (the “Assignment and Assumption Agreement”), certain assignees (collectively, the “Assignees”) acquired an aggregate of $4.0 million of the outstanding principal amount of the notes (the “Acquired Notes”) from Platinum and Lakewood (collectively, the “Assignors”). After giving effect to the transactions contemplated under the Assignment and Assumption Agreement and the prepayment of the notes, Platinum retained $2,368,183 and Lakewood retained $592,046 of the Original Notes. The principal amount of Acquired Notes issued to one of the assignees was $2,400,000 and the principal amount of the Acquired Note issued to the other assignee was $1,600,000 and bore interest at 9% per annum. The note holders waived any prepayment penalty in connection with the prepayment and assignment. | |
On February 23, 2012, the Company entered into Note Modification Agreements, (the “Note Modification Agreements”) with the Assignees and Assignors, respectively, to extend the Maturity Date to February 23, 2014, the definition of Commencement Date to February 23, 2013 and to eliminate the prepayment penalty. The notes were convertible into shares of the Company’s common stock, at a price per share equal to $0.40, subject to adjustment in the event of mergers, recapitalizations, dividends and distributions applicable to shareholders generally and are further subject to full-ratchet anti-dilution protection. | |
The Assignors entered into their Note Modification Agreement in exchange for (i) the issuance to Platinum of warrants to purchase an aggregate of 4,144,320 shares of common stock, (ii) the issuance to Lakewood of warrants to purchase an aggregate of 1,036,080 shares of common stock, (iii) the issuance of 1,600,000 shares of common stock to Platinum, and (iv) the issuance of 400,000 shares of common stock to Lakewood. The warrants may be exercised at any time, in whole or in part, at an exercise price of $0.40 per share. The warrants may be exercised until the fifth anniversary of their issuance and can be exercised on a cashless basis at any time. On March 29, 2012, such warrants were exercised on a cashless basis into 2,967,143 shares of common stock (see Note 12). | |
Accordingly, the Company valued the 2 million common shares at the fair market value on the date of grant at $0.489 per share or $978,000. The 5,180,400 warrants were valued on the grant date at approximately $0.394 per warrant or a total of $2,044,186 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.489 per share, volatility of 110%, expected term of 5 years, and a risk free interest rate of 0.88%. The Company recognized a total interest expense of $3,022,186 during the year ended December 31, 2012 in connection with the Note Modification Agreement. | |
The Note Assignment and Assumption Agreement dated March 30, 2012 | |
On March 30, 2012, the Company, Platinum and Lakewood entered into agreements to amend the notes (which had a then current principal balance of $2,960,229) (the “Note Amendments”). Under the Note Amendments, the notes were amended to provide for a $0.35 conversion price. The original holders of the notes agreed to convert $262,500 of the notes in exchange for an aggregate of 750,000 shares of the Company’s common stock. The Company accounted for the reduction of the conversion price from $0.40 to $0.35 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded a loss from extinguishment of debts of $51,563 which is equal to the fair value of the shares issued in excess of the fair value issuable pursuant to the original conversion terms. | |
The Company also entered into a Note Assignment and Assumption Agreement on March 30, 2012 (the “March Note Assignment and Assumption Agreement”) pursuant to which the original holders assigned the remaining principal amount $2,697,729 (after such conversion discussed above) of the notes to various assignees and such assignees agreed to fully convert the acquired notes into the Company’s common stock in consideration for an aggregate purchase price of $3,256,252. A total of $2,992,014 was assigned to various assignees and the original holders waived $264,238 of the aggregate purchase price payable by the assignees for the notes under the Note Assignment and Assumption Agreement at an amended conversion price of $0.35 per share. The Company recorded a loss from extinguishment of debt of $294,285 for the year ended December 31, 2012 which represents the excess of the purchase price over the remaining principal. Such additional principal of $294,285 was considered to have an embedded beneficial conversion feature because the effective conversion price was less than the fair value of the Company’s common stock and as such were treated as a discount and were valued at $168,163 which was fully amortized upon the conversion of the notes and was included in interest expense. | |
In connection with the March Note Assignment and Assumption Agreement, the Company accounted for the reduction of the conversion price from $0.40 to $0.35 per share and such conversion discussed below under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded a loss from extinguishment of debts of $529,911 which was equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. | |
These various assignees agreed to convert an aggregate principal amount of $1,892,014 into 5,405,754 shares of the Company’s common stock at a conversion price of $0.35 per share. Such various assignees received an additional 1,118,432 shares of the Company’s common stock as consideration for the note conversion and were valued at the fair market value on the date of grant at $0.55 per share or $615,138 and have been included in loss from extinguishment of debts. | |
The remaining assigned amount of $1,100,000 was amended to allow for its conversion into the Company’s Series D Preferred Stock equivalent to the stated value of the Series D Preferred Stock which is $1.00 per share. Each share of Series D Preferred Stock is convertible into shares of the Company’s common stock at an effective conversion price of $0.35 per share subject to anti-dilution provisions. As such, the Company issued a total of 1,100,000 shares of Series D Preferred Stock and an additional 227,586 shares of Series D Preferred Stock in consideration for the conversion of this convertible promissory note into shares of Series D Preferred Stock. For the year ended December 31, 2012, the Company recorded a loss from extinguishment of debts of $357,635 and a preferred deemed dividend of $130,049 in connection with the issuance of the additional 227,586 shares of Series D Preferred Stock. Such shares of Series D Preferred Stock were converted into the Company’s common stock in June 2012 (see Note 11). | |
On March 30, 2012, the Company also amended the $2.4 million note assigned to Frost Gamma Investments Trust (“FGIT”) to allow for the conversion of this note into the Company’s Series D Preferred Stock at $1.00 per share. FGIT agreed to fully convert this note (together with accrued and unpaid interest of $21,600) into 2,421,600 shares of Series D Preferred Stock and an additional 501,021 shares of Series D Preferred Stock in consideration for the conversion of this note into shares of Series D Preferred Stock. The Company accounted for the reduction of the conversion price from $0.40 to $0.35 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded loss from extinguishment of debts of $475,671 which was equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. For the year ended December 31, 2012, the Company recorded a loss from extinguishment of debts of $787,319 and a preferred deemed dividend of $286,298 in connection with the issuance of the additional 501,021 shares of Series D Preferred Stock. Such shares of Series D Preferred Stock were converted into the Company’s common stock in June 2012 (see Note 11). | |
On March 30, 2012, one of the assignees agreed to convert the assigned $1.6 million note (together with accrued and unpaid interest of $14,400) into 4,612,571 shares of common stock at a conversion price of $0.35 per share and an additional 954,325 shares of the Company’s Common Stock as consideration for the note conversion. The Company accounted for the reduction of the conversion price from $0.40 to $0.35 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded loss from extinguishment of debts of $317,114 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. The additional 954,325 shares of common stock were valued at the fair market value on the date of grant at $0.55 per share or $524,878 and have been included in loss from extinguishment of debts for the year ended December 31, 2012. | |
As a result of the conversion of the senior secured convertible promissory notes, the Company fully amortized the remaining unamortized debt discount of $6,933,333 and has included that amount in interest expense for the year ended December 31, 2012. | |
Extinguishment of the 9% Secured Promissory Note | |
On September 14, 2011, the Company sold $1,715,604 of 9% secured promissory notes. All obligations under the 9% secured convertible promissory note was fully satisfied during fiscal 2012. The note was a joint and several obligation of the Company and its wholly-owned subsidiary, Gold Acquisition. Principal and interest under the note was payable on the first business day of each month commencing on the later of (i) thirty (30) months from the original date of issuance and (ii) ten (10) days following the payment and/or conversion in full of the senior secured promissory notes dated as of August 30, 2011, issued to Platinum and Lakewood. The note may be pre-paid, in full or in part at a price equal to 105% of the aggregate principal amount of the note plus all accrued and unpaid interest thereon at the election of the Company. The note was convertible into shares of the Company’s common stock at a price equal to $0.50 per share, subject to adjustment in the event of mergers, recapitalizations, dividends and distributions applicable to shareholders generally. | |
On March 30, 2012, the Company amended its 9% secured promissory note to allow for the conversion into the Company’s Series D Cumulative Convertible Preferred Stock at $1.00 per share. The holder of this note agreed to fully convert the remaining note of $1,015,604 (together with accrued and unpaid interest $9,140) into 1,024,744 shares of Series D Preferred Stock and an additional 212,017 shares of Series D Preferred Stock in consideration for the conversion of this note into shares of Series D Preferred Stock. The Company accounted the reduction of the conversion price from $0.40 to $0.35 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded a loss from extinguishment of debts of $483,094 which was equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. For the year ended December 31, 2012, the Company recorded a loss from extinguishment of debts of $333,168 and a preferred deemed dividend of $121,152 in connection with the issuance of the additional 212,017 shares of Series D Preferred Stock. Such shares of Series D Preferred Stock were converted into the Company’s common stock in June 2012 (see Note 11). | |
As a result of the conversion of this note, the Company fully amortized the remaining unamortized debt discount of $897,117 for the year ended December 31, 2012 and included that amount in interest expense. | |
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended | |||
Dec. 31, 2013 | ||||
DERIVATIVE LIABILITY | ' | |||
DERIVATIVE LIABILITY | ' | |||
NOTE 9 — DERIVATIVE LIABILITY | ||||
In connection with the issuance of the 9% senior convertible promissory notes dated August 30, 2011, the Company determined that the terms of the convertible notes include a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging — Contracts in an Entity’s Own Stock”, the convertible instrument was accounted for as a derivative liability at the date of issuance and adjusted to fair value through earnings at each reporting date. The gain (loss) resulting from the decrease (increase) in fair value of this convertible instrument was $0 and $(1,454,889) for the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2012, the Company reclassified $7,750,289, the full amount of the derivative liability, to paid-in capital due to the conversion of the senior convertible promissory notes into common stock on March 30, 2012 (see Note 8). | ||||
The Company used the following assumptions for determining the fair value of the convertible instruments under the Black-Scholes option pricing model: | ||||
2012 | ||||
Dividend rate | 0% | |||
Term (in years) | 2.00 - 2.17 Years | |||
Volatility | 103% - 110% | |||
Risk-free interest rate | 0.27% - 0.33% | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 10 — 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 on the advance. 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 11). | |
As of December 31, 2013 and 2012, the principal balance of the note was $0 and $486,250, respectively. As of December 31, 2013 and 2012, accrued interest on this note payable — related party was $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 December 31, 2013 and 2012, respectively. Continental was dissolved on February 27, 2013 (see Note 3). |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
NOTE 11 — 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 up to 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 December 31, 2013 and 2012, 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 December 31, 2013 and 2012, 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 December 31, 2013 and 2012, 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 | |||||||||
On February 21, 2012, the Company designated 1,000,000 shares of 9.0% Series D Cumulative Convertible Preferred Stock. Each share of Series D Preferred Stock is convertible (together with accrued and unpaid dividends thereon) into shares of the Company’s common stock at a conversion price of $0.40 per share, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions, and subject to anti-dilution provisions. The holders of the Company’s Series D Convertible Preferred Stock do not have voting rights. Upon liquidation, dissolution or winding up of the Company’s business, each holder of Series D Preferred Stock shall be entitled to receive, for each share thereof a preferential amount in cash equal to $1.00. | |||||||||
All preferential amounts to be paid to the holders of Series D Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or distribution of any assets to the holders of (i) any other class or series of capital stock and (ii) of the Company’s common stock. The Company is required to redeem in cash all or portion of the Series D Preferred Stock upon the occurrence of a major transactions such as a consolidation, merger or other business combination, sale and transfer of more than 50% of any of the Company’s assets, or the closing of a purchase with more than 50% of the outstanding shares of stock tendered and the inability of the Company to convert any portion of the Series D Preferred stock due to insufficient authorized number of shares of common stock as defined in the certificate of designation. The redemption price is equivalent to the sum of (i) the greater of (A) 110% of the aggregate stated value of the outstanding shares of the Series D Preferred Stock plus all accrued dividends and (B) the aggregate stated value of the outstanding shares of the Series D Preferred Stock plus all accrued dividends divided by the conversion price on the date of the major transaction redemption price is demanded or the date the major transaction redemption price is paid in full whichever is less multiplied by the volume weighted average price on (x) the date of the major transaction redemption price is demanded and (y) the date the major transaction redemption price is paid in full, whichever is greater and (ii) all other amounts, costs, expenses and liquidated damages. The Company believes that the occurrence of the major transactions as defined in the certificate of designations are 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”. | |||||||||
This financial instrument was assessed at each reporting period to determine whether circumstances have changed such that the instrument met the definition of a mandatorily redeemable instrument (that is, the event is no longer conditional). If the event has occurred, the condition is resolved, or the event has become certain to occur, the financial instrument will be reclassified as a liability. On April 11, 2012, the Company filed an amendment to the Certificate of Designation for the Series D Preferred Stock with the Secretary of State of the State of Nevada to increase the number of authorized shares of Series D Preferred Stock that could be issued by the Company to 7,500,000. In June 2012, the conversion price of the Company’s Series D Convertible Preferred Stock was adjusted to $0.32 per share as a result of certain anti-dilution provisions contained therein due to the sale of the Company’s common stock at $0.32 per share. | |||||||||
On February 23, 2012, the Company entered into a Stock Purchase Agreement with two subscribers and sold 1,000,000 shares of the Series D Preferred Stock and an aggregate of 8,750,000 warrants to acquire shares of Common Stock for an aggregate purchase price of $1,000,000 (the “Series D Preferred Stock Purchase Price”). | |||||||||
All of the proceeds from the Series D Preferred Stock Purchase Price were used to prepay (i) $800,000 of that certain senior secured convertible promissory note to Platinum and (ii) $200,000 of that certain senior secured convertible promissory note to Lakewood (see Note 8). | |||||||||
In accordance with ASC 505, “Equity - Dividends and Stock Splits”, the Series D Preferred Stock was considered to have an embedded beneficial conversion feature (the “ECF”) because the conversion price was less than the fair value of the Company’s common stock. This Series D Preferred Stock was fully convertible at the issuance date, therefore a portion of proceeds allocated to the Series D Preferred Stock of $1,000,000 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 D Preferred Stock, the initial estimated fair values allocated to the ECF were $226,629 and the fair value allocated to the warrants of $773,371 was recorded as a preferred deemed dividend on February 23, 2012. | |||||||||
The assumptions used valuing the warrants include: | |||||||||
Risk free interest rate (annual) | 0.88 | % | |||||||
Expected volatility | 110 | % | |||||||
Expected life | 5 Years | ||||||||
Assumed dividends | none | ||||||||
The Company recorded a loss from extinguishment of debts for a total of $2,436,888 in connection with the note conversions and a preferred deemed dividend of $537,499 for the year ended December 31, 2012 in connection with the issuance of the additional shares of Series D Preferred Stock discussed above. | |||||||||
On March 30, 2012, the holder of the 400,000 shares of the Company’s Series D Preferred Stock converted his shares of Series D Preferred Stock into 1,153,143 shares of the Company’s Common Stock (which included accrued and unpaid dividends thereon). The Company recorded a preferred deemed dividend of $79,278 in connection with the conversion of the Series D Preferred Stock into the Company’s common stock at an adjusted conversion price of $0.35 per share. | |||||||||
In June 2012, 6,086,968 shares of Series D Preferred Stock were converted into 19,021,775 shares of the Company’s common stock. Additionally, as consideration for agreeing to convert its Series C Preferred Stock and Series D Preferred Stock, the Company issued an additional 3,000,000 shares of common stock to the preferred shareholder and such shares were valued at the fair market value on the date of grant at $0.36 per share or $1,086,000 and have been included in preferred stock deemed dividend. | |||||||||
The Company recognized preferred stock dividends of $21,150 related to the Series D Preferred Stock during the year ended December 31, 2012. Accrued dividends amounted to $0 and $17,550 as of December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, 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 a conditional event 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 the Company’s 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 immediately exercisable 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 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 in 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 10) 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 December 31, 2013, there were 15,151 shares of Series E Preferred Stock authorized and 11,185 shares issued and outstanding. | |||||||||
Common Stock | |||||||||
On September 2, 2011, the Company, Empire, EXCX, Capital Hoedown, Inc. and Sheldon Finkel, the Company’s former Chief Executive Officer and former Co-Chairman of the Board of Directors (“Executive”), entered into a Separation Agreement (the “Agreement”) under which Executive resigned from all positions with the Company and each of its subsidiaries and affiliates. Pursuant to the Agreement, Executive agreed to the following: | |||||||||
i. | Cancellation of 750,000 shares of common stock, par value $0.001 per share, of the Company’s Common Stock owned by Executive; and | ||||||||
ii. | All unvested shares and options of the Company shall be cancelled and returned to the Company, other than outstanding options awarded to Executive to purchase 400,000 shares of Common Stock and additionally, Executive shall be entitled to retain 600,000 shares of Common Stock presently owned (the options to purchase 400,000 shares of Common Stock and 600,000 shares of Common Stock, the “Executive Retained Securities”). The Executive Retained Securities shall secure for collection of certain outstanding receivables of approximately $112,500, and thereafter be pledged to Lenders as collateral security for the payment by the Executive of $150,000 of indebtedness to Lenders in accordance with a payment schedule set forth in the Agreement; and | ||||||||
iii. | 1,950,000 shares of Executive’s Common Stock shall be sold to one of the lenders of the Company; and | ||||||||
iv. | That certain Letter of Credit issued by Signature Bank, NA, (the “Letter of Credit”) pledged to Lenders as collateral security for the Loan Agreement, shall be assigned by Executive to the Lenders to repay the obligations under the Credit facility agreement. | ||||||||
Additionally, the employment agreement of Executive was terminated upon execution of the Separation Agreement. The Executive and the Companies agreed to release each other from any and all claims and further obligations. The Company valued and recorded the cancelled shares at par value or $75 against additional paid in capital. | |||||||||
On September 29, 2011, the Company sold 3,284,396 shares of Series C Convertible Preferred Stock and two-year warrants (the “Series C Preferred Warrants”) to purchase 9,853,188 shares of Common Stock at an exercise price of $0.60 per share for an aggregate purchase price of $3,284,396. In accordance with ASC 505, “Equity - Dividends and Stock Splits”, the Series C Convertible 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. This Series C Convertible Preferred Stock was fully convertible at the issuance date, therefore a portion of proceeds allocated to the Series C Convertible Preferred Stock of $3,284,396 was determined to be the value of the beneficial conversion feature and was recorded as a deemed dividend. | |||||||||
Between September 2011 and October 2011, the Company sold $1,718,000 of units pursuant to subscription agreements for an aggregate sale of 3,436,000 units, at a purchase price of $0.50 per unit. Each unit consists of: (i) one share of common stock and (ii) a two year warrant to purchase 50% percent of the number of shares of common stock (1,718,000 warrants) at an exercise price of $0.60 per share. The warrants may be exercised until the second anniversary of their issuance at a cash exercise price of $0.60 per share, subject to adjustment. The warrants may be exercised on a cashless basis at any time at 100% of the closing price for the common stock on the business day immediately prior to the exercise. | |||||||||
Between October 2011 and December 2011, the Company sold $1,830,000 of units pursuant to subscription agreements for an aggregate sale of 4,575,000 units. Additionally, on November 29, 2011, the holder of the Company’s 6% note payable converted $611,750 principal balance of the note into an aggregate of 1,529,375 of units. Each unit was sold for a purchase price of $0.40 per unit and consists of: (i) one share of common stock and (ii) a two-year warrant to purchase fifty percent of the number of shares of common stock (3,052,188 warrants) purchased at an exercise price of $0.60 per share, subject to adjustment upon the occurrence of certain events. The warrants may be exercised at any time on a cashless basis at 100% of the closing price for the common stock on the business day immediately prior to the date of exercise. During the year ended December 31, 2011, the Company paid placement agent fees of $370,583 in cash to broker-dealers in connection with the sale of the above units. | |||||||||
On September 29, 2011, the Company issued 4,429,415 shares of common stock in connection with the exercise of the 9,853,188 Series C Preferred Warrants on a cashless basis. Additionally, in September 2011, the Company issued 866,065 shares of common stock in connection with the exercise of these 1,678,000 warrants on a cashless basis. | |||||||||
In October 2011, the Company issued 500,000 shares of the Company’s common stock in connection with a public and investor relations agreement. The Company valued these common shares at the fair market value on the date of grant at $0.971 per share or $485,500. Accordingly, the Company recognized stock based consulting expense of $485,500 during the year ended December 31, 2011. | |||||||||
In November 2011, the Company and a consultant agreed to terminate public relations and consulting agreement in consideration for (i) a cash payment of $50,000 and (iii) the issuance of 50,000 shares of the Corporation’s common stock. The Company valued the 50,000 common shares at the fair market value on the date of grant at $0.68 per share or $34,000. | |||||||||
In December 2011, the Company issued 600,000 shares of the Company’s common stock in connection with an advisory and consulting agreement. The consultant previously acted as a placement agent of Continental whereby the consultant received warrants to purchase Continental’s common stock. Such warrants were assumed by the Company pursuant to the asset purchase agreement entered into with Continental. Additionally, the consultant agreed to cancel 1,056,046 assumed warrants and waive any right to receive the Company’s warrants. The Company valued these common shares at the fair market value on the date of grant at $0.53 per share or $318,000. Accordingly, the Company recognized stock based consulting expense of $318,000 during the year ended December 31, 2011. | |||||||||
On October 31, 2011, the Company entered into amendment agreements with holders of the Company’s 5% convertible promissory notes dated as of February 1, 2011 in the aggregate principal amount of $750,000. Pursuant to the amendment agreements, the fixed conversion price was adjusted from $1.00 to $0.65. The note holders, including Company Board Member Barry Honig, converted their outstanding notes to the Company’s common stock at a conversion price of $0.65 per share. In total, $750,000 of notes was converted, plus accrued interest of $27,555, with the Company issuing 1,196,238 shares in exchange. The Company accounted the reduction of the original conversion price from $1.00 to $0.65 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly recorded interest expense of $230,192 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. As of December 31, 2011, principal and accrued interest on these convertible promissory notes amounted to $0. | |||||||||
Following the consummation of the asset purchase agreement with Continental, certain holders of Continental’s warrants that were received in connection with the private placement of Continental securities (the “Continental Offering”) asserted certain rights against the Company under Section 5(f) of the Continental Warrants (the “Put Right”), which the Company disputed. On October 3, 2011, the Company, Continental and each of the holders of the Continental Warrants that exercised their Put Right, entered into an Agreement and Release (the “Release”) in which the Company agreed to issue to such holder 2 shares of the Company’s common stock (the “Additional Stock”) for every $1.00 invested in the Continental Offering in exchange for cancellation of the Continental Warrants and waiver of ratchet anti-dilution protection from future offerings. A total of 5,350,000 shares were issued and a total of 4,280,000 stock warrants to purchase shares of the Company’s common stock (equivalent to 5,350,000 Continental warrants) were cancelled in connection with the settlement of the Put Rights. The Company valued these common shares at the fair market value on the date of grant at $0.89 per share or $4,761,500. Accordingly, the Company recognized settlement expense of $4,761,500 during the year ended December 31, 2011. | |||||||||
On November 18, 2011, the Company received an acknowledgment letter pursuant to which the beneficial owner of 500,000 shares of the common stock and a stock option agreement to purchase 600,000 shares of the Company’s common stock agreed, regardless of vesting, to cancel 450,000 shares of common stock and the termination of the 600,000 options. The Company valued and recorded the cancelled shares at par value or $45 against additional paid in capital. | |||||||||
Between October 2011 and December 2011, 7,500,000 shares of Series B Preferred Stock were converted into 7,500,000 shares of common stock. | |||||||||
In December 2011, 750,000 Series A Preferred Stock were converted into 750,000 shares of common stock. | |||||||||
Between January 2012 and February 2012, the Company sold an aggregate of 2,237,500 units with net proceeds to the Company of $847,500. Each unit was sold for a purchase price of $0.40 per unit and consisted of: (i) one share of common stock and (ii) a two-year warrant to purchase 50% (1,118,750 warrants) of the number of shares of common stock purchased at an exercise price of $0.60 per share, subject to adjustment upon the occurrence of certain events. The warrants may be exercised at any time on a cashless basis at 100% of the closing price for the common stock on the business day immediately prior to the date of exercise. The Company agreed to file a “resale” registration statement with the SEC covering all shares of common stock and shares of common stock underlying the warrants (including as issued to placement agents) within 60 days of the final closing date of the sale of any units and to maintain the effectiveness of the registration statement until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. The Company agreed to use its reasonable best efforts to have the registration statement declared effective within 120 days of the final closing on the sale of units. | |||||||||
The Company was obligated to pay to investors a fee of one (1%) per month in cash for every thirty day period up to a maximum of six (6%) percent, (i) that the registration statement has not been filed after the filing date, and (ii) following the effectiveness date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC. | |||||||||
In August 2012, the Company entered into waiver agreements with majority of the investors who purchased units pursuant to subscription agreements dated between September 2011 and February 2012 whereby the Company agreed to register the shares of common stock underlying the units with the SEC. The waiver agreement irrevocably and unconditionally waives the liquidated damages in cash or kind related to any failure by the Company to cause the registration statement to be filed on or before a designated filing date or declared effective by the SEC on or before the effectiveness date. Furthermore, the shares of common stock that would be covered by the above discussed registration statement are no longer considered “Registrable Securities” as such term is defined in the governing Registration Rights Agreement and therefore the Company believes it no longer has any obligation under such Registration Rights Agreement to register such shares. | |||||||||
In April 2012, the Company sold an aggregate 4,385,716 shares of common stock to certain investors for an aggregate purchase price of $1,535,000 or a purchase price of $0.35 per share. | |||||||||
On June 19, 2012, the Company issued 12,500,000 shares of its common stock to certain investors in a private placement for an aggregate purchase price of $4,000,000 or a purchase price of $0.32 per share. In connection with the private placement, the Company paid fees of $75,000 and issued 234,375 shares of its common stock to a placement agent as consideration for certain placement agent services. In connection with the private placement, the Company and the purchasers entered into a registration rights agreement dated June 19, 2012 which provides the purchasers certain rights relating to the registration of the common stock under the Securities Act. Pursuant to the registration rights agreement, at any time after December 19, 2012, the purchasers have the right to require the Company to file a registration statement under the Securities Act to register the common stock. In addition, if the Company registers any of its equity securities under the Securities Act, the Company is required to give the purchasers prompt notice of its intention to do so, and the purchasers may request the common stock to be included in the registration statement. | |||||||||
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 December 23, 2013, the Company and Mr. Alfers entered into the second amendment to his employment agreement dated as of February 9, 2012 whereby the vesting of 6,000,000 restricted shares, of a total of 12,000,000 restricted shares, was accelerated from March 14, 2014 to December 26, 2013. The vesting schedule for the remaining shares, 3,000,000 shares vesting on February 9, 2014 and 3,000,000 shares vesting on February 9, 2015, remains unchanged. | |||||||||
On March 20, 2012, the Company issued 250,000 shares of common stock to a third party in consideration for payment of legal services rendered of $129,028 and Continental’s accrued legal fees of $170,614 for a total amount of $299,642. The Company valued these common shares for $299,642. | |||||||||
In March 2012, the Company issued 200,000 shares of common stock to a consultant in consideration for payment of public relations services rendered. The Company recorded stock based consulting expense and valued these common shares at the fair market value on the date of grants at approximately $0.55 per share or $110,000 for the year ended December 31, 2012. | |||||||||
In March 2012, the Company issued an aggregate of 6,229,718 shares of common stock in connection with the exercise of the 11,399,150 stock warrants on a cashless basis. The Company valued these common shares at par value. | |||||||||
On April 27, 2012, the Company issued 50,000 shares of common stock to a consultant in consideration for certain consulting services rendered. The Company had accrued such consulting expense prior to issuance amounting to $45,000. The Company valued these common shares at the fair market value on the date of grants at approximately $0.90 per share or $45,000. | |||||||||
On April 5, 2012, the Company issued to Victoria Gold. and Victoria Resources (US) Inc. 10 million shares of the Company’s common stock, and a 2 year warrant to purchase 5 million shares of Common Stock at a purchase price of $0.60 per share in connection with the acquisition of rights to 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 (see Note 5). The Company valued the 10 million common shares at the fair market value on the date of grants at approximately $0.46 per share or $4,600,000. For the year ended December 31, 2012, the Company recorded the value of such shares and warrants into mineral rights as reflected in the accompanying consolidated balance sheets. | |||||||||
On July 22, 2011, the Company purchased substantially all of the assets of Continental in consideration for (i) 8 shares of the Company’s common stock for every 10 shares of common stock of Continental outstanding; (ii) the assumption by the Company of the outstanding warrants to purchase shares of Continental’s common stock at a ratio of one warrant (the “Company Warrants”) to purchase 8 shares of the Company’s common stock for every Continental Warrant to purchase 10 shares of Continental’s common stock; and (iii) the assumption of Continental’s 2010 Equity Incentive Plan and all options granted and issued thereunder at a ratio of one option to purchase 8 shares of the Company Common Stock for every option to purchase 10 shares of Continental’s common stock outstanding. Between April 2012 and June 2012, the Company issued an aggregate of 9,729,285 shares of its common stock to holders of Company Warrants in consideration for the cancellation of such Company Warrants. Additionally, such holders agreed to the elimination of certain most favored nations provisions or price protection associated with the shares of Continental’s common stock issued in connection with the Continental Warrants (the “Warrant Cancellation Transaction”). The Company issued 9,729,285 shares of the Company’s common stock at a ratio of 300 shares for every 1,000 Company Warrants held. An aggregate of 32,430,954 Company Warrants were cancelled as a result of the Warrant Cancellation Transaction. Accordingly, the Company valued the 9,729,285 common shares at the fair market value on the date of grants ranging between $0.29 to $0.505 per share or $4,883,196. This was reflected as a settlement expense in the Company’s Statement of Operations during the year ended December 31, 2012. | |||||||||
On May 24, 2012, in connection with the Merger Agreement between the Company, Red Battle, and Valor Gold, the Company cancelled 1,750,000 shares of the Company’s common stock. The Company valued these cancelled common shares at par value. | |||||||||
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 that were valued at fair market value on the date of grant at approximately $0.34 per share. These restricted shares shall vest one third at the end of each of the first three years following the date of issuance. 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, 2013. On December 23, 2013, the Company and Mr. Alfers entered into the first amendment to the restricted stock agreement to amend that certain restricted stock agreement by and between the Company and Mr. Alfers whereby the vesting of 1,666,667 restricted shares, of a total of 5,000,000 restricted shares, was accelerated from March 14, 2014 to December 26, 2013. The vesting schedule for the remaining shares, with approximately half of the remaining shares vesting on June 18, 2014 and approximately half the remaining shares vesting on June 18, 2015, remains unchanged. | |||||||||
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 and which were valued at fair market value on the date of grant at approximately $0.35 per share. 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 one third of his grant until March 14, 2014. These shares originally would have vested on November 30, 2013. | |||||||||
On December 3, 2012, the Company completed a private placement to several accredited investors for 9,469,548 shares of its common stock and 3,787,819 warrants for aggregate gross proceeds of $3,124,950. The purchase price for one share of common stock and a warrant to acquire 0.40 of a share of common stock was $0.33. The warrants are exercisable immediately at an exercise price of $0.50 per share and will expire on December 7, 2015. The warrant contains customary adjustment provisions in the event of dividends or recapitalizations. In addition, the Company paid aggregate consideration of 303,030 shares of the Company’s common stock and 121,212 warrants, in lieu of $100,000 as consideration for certain placement agent services in connection with the private placement. In connection with the issuance of the 303,030 shares to the placement agent, the Company valued these common shares at par value. | |||||||||
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. | |||||||||
On November 1, 2013, pursuant to an employment agreement, the Company granted 125,000 shares of restricted common stock to an employee of the Company which was valued at fair market value on the date of grant at approximately $0.36 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
On December 16, 2013, the Company granted an aggregate of 2,500,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $875,000 or $0.35 per share. The shares granted to employees (1,300,000) vest one third on the date of grant and one third at the end of each of the years ending two and three years after the date of issuance. These remaining restricted shares issued to consultants vest one third at the end of each of the first three years from the date of issuance. | |||||||||
During the years ended December 31, 2013 and 2012, the Company recorded stock-based compensation expense in connection with restricted stock awards of $4,772,162 and $5,048,047, respectively. At December 31, 2013, there was a total of $3,527,461 unrecognized compensation expense in connection with restricted stock awards. | |||||||||
Common Stock Options | |||||||||
A summary of the Company’s stock options as of December 31, 2013 and 2012 and changes during the period are presented below: | |||||||||
Number of | Weighted | Weighted | |||||||
Options | Average | Average | |||||||
Exercise Price | Remaining | ||||||||
Contractual Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2011 | 3,548,000 | $ | 1.11 | 8.45 | |||||
Granted | 32,250,000 | 0.39 | 10 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (500,000 | ) | 0.81 | 8.59 | |||||
Cancelled | — | — | — | ||||||
Balance at December 31, 2012 | 35,298,000 | 0.42 | 9.11 | ||||||
Granted | 350,000 | 0.42 | 4.14 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (2,748,000 | ) | 1.17 | 7 | |||||
Cancelled | — | — | — | ||||||
Balance outstanding at December 31, 2013 | 32,900,000 | $ | 0.4 | 8.18 | |||||
Options exercisable at end of year | 32,000,000 | $ | 0.4 | ||||||
Options expected to vest | 900,000 | ||||||||
Weighted average fair value of options granted during the period | $ | 0.24 | |||||||
Stock options outstanding at December 31, 2013 as disclosed in the above table have approximately $26,000 intrinsic value at the end of the year. | |||||||||
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 December 31, 2013, there are 500,000 shares remaining available for future issuances of stock-based awards under the 2012 Plan. | |||||||||
On February 9, 2012, the Company granted 10,000,000 10-year options to purchase shares of common stock at $0.45 to the Company’s CEO. The options were valued at approximately $0.45 per option or a total of $4,537,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.49 per share, volatility of 110%, expected term of 10 years, and a risk free interest rate of 2.04%. | |||||||||
On March 6, 2012, the Company granted an aggregate of 1,100,000 10-year options to purchase shares of common stock at $0.45 per share, the market price on the date of issuance, which vests 25% on date of issuance; 25% on each of December 31, 2012; December 31, 2013 and December 31, 2014 to two employees and a consultant of the Company. The 1,100,000 options were valued on the grant date at approximately $0.41 per option or a total of $448,690 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.45 per share, volatility of 103%, expected term of 10 years, and a risk free interest rate of 1.98%. | |||||||||
On April 6, 2012, pursuant to a consulting agreement, the Company agreed to pay Mr. Honig, a director of the Company, a ten-year option to purchase 12,000,000 shares of the Company’s common stock, exercisable at $0.35 per share which vested in full on the date of issuance. The 12,000,000 options were valued on the grant date at approximately $0.39 per option or a total of $4,633,200 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.46 per share, volatility of 105%, expected term of 6 years, and a risk free interest rate of 0.89%. Additionally, in April 2012, the Company paid a one-time payment of $200,000 to Mr. Honig pursuant to the consulting agreement. | |||||||||
On June 18, 2012, the Company granted an aggregate of 6,000,000 10-year options to purchase shares of common stock exercisable at $0.34 per share to the Company’s CEO and Mr. Honig, a director of the Company. The 6,000,000 options were valued on the grant date at approximately $0.28 per option or a total of $1,660,200 using a Black-Scholes option pricing model with the following assumptions: stock price of 0.34 per share, volatility of 107%, expected term of 6 years, and a risk free interest rate of 0.69%. | |||||||||
On June 18, 2012, the Company granted an aggregate of 2,700,000 10-year options to purchase shares of common stock at $0.34 per share which vests 25% on date of issuance; 25% on each of December 31, 2012; December 31, 2013 and December 31, 2014 to a former director of the Company, three employees and three consultants of the Company. The 2,700,000 options were valued on the grant date at approximately $0.28 per option or a total of $747,090 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.34 per share, volatility of 107%, expected term of 6 years, and a risk free interest rate of 0.69%. | |||||||||
Between July 2012 and September 2012, the Company granted 150,000, 4 year options to purchase shares of common stock to a consultant and 300,000, 10 year options to purchase shares of common stock to an employee at exercise prices ranging between $0.31 to $0.36 per share pursuant to an employment and consulting agreement. These options were subject to vesting periods per the terms of their agreement. The 450,000 options were valued on the grant date ranging from approximately $0.24 to $0.28 per option or a total of $119,895 using a Black-Scholes option pricing model with the following assumptions: stock price ranging from $0.31 to $0.36 per share, volatility ranging from $99% to 103%, expected term of 4 to 6 years, and a risk free interest rate of 0.62% to 0.67%. | |||||||||
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 December 31, 2013, there were 29,375,000 shares remaining available for future issuances of stock-based awards 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 year ended December 31, 2013. Such options were forfeited on December 31, 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 years ended December 31, 2013 and 2012, the Company recorded stock based compensation expense related to options of $383,555 and $13,163,509, respectively. At December 31, 2013, there was a total of $96,845 of unrecognized compensation expense related to non-vested options. | |||||||||
Common Stock Warrants | |||||||||
A summary of the Company’s outstanding stock warrants as of December 31, 2013 and 2012 and changes during the period then ended is as follows: | |||||||||
Number of Warrants | Weighted Average | Weighted | |||||||
Exercise Price | Average | ||||||||
Remaining | |||||||||
Contractual | |||||||||
Life (Years) | |||||||||
Balance at December 31, 2011 | 35,603,142 | $ | 2.64 | 3.94 | |||||
Granted | 24,482,741 | 0.56 | 4.59 | ||||||
Cancelled | (32,430,954 | ) | 2.83 | 3.86 | |||||
Forfeited | — | — | — | ||||||
Exercised | (11,399,150 | ) | 0.42 | 4.64 | |||||
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 | 0.6 | |||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Warrants exercisable at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Weighted average fair value of options granted during the year ended December 31, 2013 | $ | 0.17 | |||||||
For the years ended December 31, 2013 and 2012, the Company recognized stock based compensation of $0 and $165,730, respectively, which represents the portion of the vested replacement warrants awards attributable to post-combination services due to the assumption of the stock warrants of Continental during fiscal 2011 and was accounted for under ASC 805-30-30-9 (“Acquirer Share-Based Payment Awards Exchanged for Awards Held by the Acquiree’s Employees). | |||||||||
Between January and February 2012, the Company sold an aggregate of 2,237,500 units with net proceeds to the Company of $847,500. Each unit was sold for a purchase price of $0.40 per unit and consisted of: (i) one share of common stock and (ii) a two-year warrant to purchase 50% (1,118,750 warrants) of the number of shares of common stock purchased at an exercise price of $0.60 per share, subject to adjustment upon the occurrence of certain events. The warrants may be exercised at any time on a cashless basis at 100% of the closing price for the common stock on the business day immediately prior to the date of exercise. In March 2012, the Company issued 336,974 shares of common stock in connection with the exercise of these 968,750 stock warrants on a cashless basis. | |||||||||
On February 23, 2012, the Company entered into a Stock Purchase Agreement with two subscribers and sold 1,000,000 shares of the Series D Preferred Stock and an aggregate of 8,750,000 warrants to acquire shares of Common Stock for an aggregate purchase price of $1,000,000. On March 29, 2012, the Company issued 2,967,143 shares of common stock in connection with the exercise of 5,250,000 stock warrants on a cashless basis. | |||||||||
On February 23, 2012, as previously discussed, in connection with a Note Modification Agreement, the Company issued warrants to purchase an aggregate of 4,144,320 shares of common stock to Platinum and warrants to purchase an aggregate of 1,036,080 shares of common stock to Lakewood (see Note 8). The warrants may be exercised at any time, in whole or in part, at an exercise price of $0.40 per share until the fifth anniversary of their issuance. The warrants may be exercised on a cashless basis at any time. In February 2012, the Company issued 2,925,601 shares of common stock in connection with the exercise of these 5,180,400 stock warrants on a cashless basis. | |||||||||
On March 6, 2012, the Company issued a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price equal to the market price of the Company’s common stock on the date of issuance or at $0.45 per share to a consultant in consideration for services rendered. The 400,000 warrants were valued on the grant date at approximately $0.41 per option or a total of $163,155 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.45 per share, volatility of 110%, expected term of 10 years, and a risk free interest rate of 1.98%. For the year ended December 31, 2012, the Company recognized stock based consulting of $163,155. | |||||||||
On April 5, 2012, the Company issued to Victoria Gold and Victoria Resources (US) Inc. 10 million shares of the Company’s common stock, and a 2 year warrant to purchase 5 million shares of common stock at a purchase price of $0.60 per share in connection with the acquisition of rights to 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 (see Note 5). The 5 million warrants were valued on the grant date at approximately $0.22 per warrant or a total of $1,109,441 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.46 per share, volatility of 105%, expected term of 2 years, and a risk free interest rate of 0.35%. For the year ended December 31, 2012, the Company recorded the value of such shares and warrants into mineral rights as reflected in the accompanying consolidated balance sheets. | |||||||||
On December 3, 2012, the Company completed a private placement to several accredited investors for 9,469,548 shares of its common stock and 3,787,819 warrants for aggregate gross proceeds of $3,124,950. The warrants are exercisable immediately at an exercise price of $0.50 per share and will expire on December 7, 2015. The warrant contains customary adjustment provisions in the event of dividends or recapitalizations. In addition, the Company paid aggregate consideration of 303,030 shares of the Company’s common stock and 121,212 warrants, in lieu of $100,000 as consideration for certain placement agent services in connection with the private placement. | |||||||||
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 year ended December 31, 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 warrants to purchase shares of the Company’s common stock at an exercise price of $0.40 per share. | |||||||||
Treasury Stock | |||||||||
The Company accounts for treasury stock under the cost method. On December 16, 2013, the Company repurchased 127,015 shares of its common stock from certain employees of the Company for $44,455. Such purchase price of the treasury stock is reflected separately as a deduction from stockholders’ equity. | |||||||||
NET_LOSS_PER_COMMON_SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NET LOSS PER COMMON SHARE | ' | |||||||
NET LOSS PER COMMON SHARE | ' | |||||||
NOTE 12 — 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 stockholders, 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 | For the | |||||||
year ended | year ended | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Loss from continuing operations available to common stockholders | $ | (18,205,047 | ) | $ | (51,776,676 | ) | ||
Loss from discontinued operations | $ | — | $ | (50,298 | ) | |||
Denominator: | ||||||||
Denominator for basic and diluted loss per share (weighted-average shares) | 272,620,776 | 219,530,283 | ||||||
Loss per common share, basic and diluted: | ||||||||
Loss from continuing operations | $ | (0.07 | ) | $ | (0.24 | ) | ||
Loss from discontinued operations | $ | (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. | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Common stock equivalents: | ||||||||
Stock options | 32,900,000 | 35,298,000 | ||||||
Stock warrants | 26,244,621 | 16,255,779 | ||||||
Convertible preferred stock | 33,555,000 | — | ||||||
92,699,621 | 51,553,779 | |||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
DISCONTINUED OPERATIONS | ' | |||||||
DISCONTINUED OPERATIONS | ' | |||||||
NOTE 13 — 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 for the years ended December 31, 2013 and 2012 indicated selected financial data of the Company’s discontinued operations of its sports and entertainment business. | ||||||||
December 31, | December 31, | |||||||
2013 | 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 | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
NOTE 14 — 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: | |||||
2014 | $ | 46,207 | |||
2015 and thereafter | 15,535 | ||||
$ | 61,742 | ||||
Rent expense was $45,012 and $28,050 for the years ended December 31, 2013 and 2012, respectively. | |||||
Mining Leases | |||||
As more fully discussed in Note 5 — Mineral Properties the Company leases certain mineral properties on its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows: | |||||
2014 | $ | 10,000 | |||
2015 | 10,000 | ||||
2016 | 20,000 | ||||
2017 | 25,000 | ||||
2018 | 25,000 | ||||
Thereafter | 117,500 | ||||
$ | 207,500 | ||||
The Company incurred mining lease payments of $25,000 and $10,000 for the years ended December 31, 2013 and 2012, respectively. | |||||
Litigation | |||||
Relief Gold | |||||
Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952) | |||||
On February 7, 2012, the Company obtained a copy of a complaint filed in the United States District Court for the Southern District of New York (the “Complaint”) entitled Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952). Relief Gold alleged various causes of action including breach of contract, intentional interference with contract, intentional interference with prospective business relationship/economic relations, misappropriation of trade secrets and unjust enrichment, related to the Company’s acquisition on August 30, 2011 of the assets of the Relief Canyon Mine pursuant to Chapter 11 of the Bankruptcy Code. Relief Gold sought money damages and to enjoin Sagebrush, Honig, Rector and GAC from exercising its rights and privileges gained or acquired as a result of any alleged unlawful conduct, including any management rights over GAC or the assets acquired by GAC as a result of the alleged wrongful conduct of the other defendants. Relief Gold further sought to disgorge the profits, benefits and any other advantages gained by reason of the alleged unlawful conduct. The Company served and filed its answer to the Complaint on May 24, 2012, in which it denied the material allegations and asserted a number of affirmative defenses. On September 18, 2012, a stipulation and order to transfer the case to the Northern District of Nevada was filed and the case was transferred to said court. | |||||
The Company disputed the allegations in the Complaint and defended the claims. On or about February 29, 2012, Gold Acquisition Corp. commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Relief Gold and Lynch filed a motion to dismiss and a hearing was set for May 2013. | |||||
Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 17, 2013. | |||||
Gold Acquisition Corp., v FirstGold Corp. et al (Case No. 12-05013-GWZ) | |||||
On or about February 29, 2012, Gold Acquisition Corp. (“GAC”) commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Firstgold filed a motion to dismiss the complaint on April 23, 2012. On June 27, 2012, the Court ordered a “stand still” of this litigation, effectively staying any further action, until December 12, 2012, extended until the hearing on the Adversary Complaint Defendants’ Motion to Dismiss scheduled for May 2013. | |||||
GAC also filed a Motion for Order to Show Cause in Firstgold’s main bankruptcy action Case No. 10-50215-GWZ requesting that the court require Firstgold to complete documentation for conveyance of property. That motion was granted on or about February 28, 2012. | |||||
Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 30, 2013. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
INCOME TAXES | ' | |||||||
INCOME TAXES | ' | |||||||
NOTE 15 - INCOME TAXES | ||||||||
The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $28.9 million at December 31, 2013, expiring through the year 2033. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. | ||||||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2013 and 2012: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Tax benefit computed at “expected” statutory rate | $ | (4,795,151 | ) | $ | (16,695,036 | ) | ||
State income taxes, net of benefit | — | — | ||||||
Permanent differences : | ||||||||
Stock based compensation and consulting | 866,305 | 240,786 | ||||||
Prior year true-ups | (439,456 | ) | — | |||||
Loss (gain) from change in fair value of derivative liability | — | 494,700 | ||||||
Amortization of debt discount, deferred financing cost, and other non-cash interest | — | 3,768,000 | ||||||
Stock based settlement expense | — | 1,660,300 | ||||||
Loss on extinguishment of debts | — | 1,621,700 | ||||||
Other | (17,014 | ) | 55,334 | |||||
Increase in valuation allowance | 4,385,316 | 8,854,216 | ||||||
Net income tax benefit | $ | — | $ | — | ||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2013 and 2012: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Computed “expected” tax expense (benefit) | (34.0 | )% | (34.0 | )% | ||||
State income taxes | 0 | % | 0 | % | ||||
Permanent differences | 2.91 | % | 15.5 | % | ||||
Change in valuation allowance | 31.09 | % | 18.5 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
The Company has a deferred tax asset which is summarized as follows at December 31, 2013 and 2012: | ||||||||
Deferred tax assets: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Net operating loss carryover | $ | 9,812,057 | $ | 6,694,996 | ||||
Stock based compensation | 7,461,894 | 6,940,860 | ||||||
Stock held for sale | — | (1,131,290 | ) | |||||
Depreciable and depletable assets | (469,134 | ) | 1,145,470 | |||||
Mining explorations | 620,492 | 836,910 | ||||||
Capital loss carryforward | 1,482,863 | 271,490 | ||||||
Other | 6,800 | (228,780 | ) | |||||
Less: valuation allowance | (18,914,972 | ) | (14,529,656 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2013, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by approximately $4.4 million. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 16 — SUBSEQUENT EVENTS | |
During February and March 2014 certain holders of the Company’s Series E Convertible Preferred Stock converted 1,473 shares into 4,419,000 shares of common stock of the Company in accordance with the Series E certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E which was equivalent to a conversion price of $0.33 per share of common stock. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of Presentation and Principle of Consolidation | ' |
Basis of Presentation and Principle of Consolidation | |
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of December 31, 2013. In the preparation of the consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. | |
Exploration Stage Company | ' |
Exploration Stage Company | |
The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. 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”) ASC 915 “Development Stage Entities”. | |
Use of Estimates and Assumptions | ' |
Use of Estimates and Assumptions | |
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 and preferred stock, 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 | |
Issued in December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarifies 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 December 31, 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. | |
Restricted Cash | ' |
Restricted Cash | |
Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. | |
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 a 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 December 31, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate. | |
Prepaid Expenses and Other Current Assets | ' |
Prepaid Expenses and Other Current Assets | |
Prepaid expenses of $582,278 and $502,837 at December 31, 2013 and 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, surface management surety bond premium, 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 years ended December 31, 2013 and 2012, the Company incurred exploration cost of $3,204,629 and $5,221,001, respectively. | |
ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), 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 930-805. ASC 930-805 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 consider it necessary to record any impairment charges of its long-lived assets at December 31, 2013 and 2012, respectively. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) 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 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 more 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”, (“ASC 718”) 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). ASC 718 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. | |
Treasury Stock | ' |
Treasury Stock | |
Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In January 2014, the FASB issued ASU No. 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)”, which clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The adoption of this amendment is not expected to have a significant impact on the Company’s consolidated financial statements. | |
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”). 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) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
Schedule of Marketable Securities | ' | ||||||||||||||||
Marketable securities at December 31, 2013 and 2012 consisted of the following: | |||||||||||||||||
Cost | Gross | Gross | Realized Gain from | Fair Value | |||||||||||||
Unrealized | Unrealized | Sale of Securities | |||||||||||||||
Gains | Losses | ||||||||||||||||
Marketable securities — available for sale | — | — | — | 1,656,333 | — | ||||||||||||
For the year ended December 31, 2013 | $ | — | $ | — | $ | — | $ | 1,656,333 | $ | — | |||||||
Cost | Gross | Gross | Realized Gain from | Fair Value | |||||||||||||
Unrealized | Unrealized | Sale of Securities | |||||||||||||||
Gains | Losses | ||||||||||||||||
Marketable securities — available for sale | — | — | — | 1,490,600 | — | ||||||||||||
For the year ended December 31, 2012 | $ | — | $ | — | $ | — | $ | 1,490,600 | $ | — | |||||||
MINERAL_PROPERTIES_Tables
MINERAL PROPERTIES (Tables) (Mineral properties) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Mineral properties | ' | |||||||
Mineral properties | ' | |||||||
Schedule of Mineral Properties | ' | |||||||
December 31, 2013 | December 31, 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) (Property, Plant and Equipment other than mining properties and mineral rights) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment other than mining properties and mineral rights | ' | |||||||||
Property and equipment | ' | |||||||||
Schedule of Property and Equipment | ' | |||||||||
Estimated Life | December 31, 2013 | December 31, 2012 | ||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | |||||
Office and computer equipment | 1 - 5 years | 234,518 | 220,060 | |||||||
Land | — | 266,977 | 266,977 | |||||||
Building and improvements | 5 - 25 years | 730,068 | 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 | |||||||
8,683,500 | 8,650,325 | |||||||||
Less: accumulated depreciation | (2,232,860 | ) | (1,263,549 | ) | ||||||
$ | 6,450,640 | $ | 7,386,776 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NOTES PAYABLE | ' | |||||||
Schedule of Notes Payable | ' | |||||||
December 31, 2013 | December 31, 2012 | |||||||
Total notes payable | $ | 59,510 | $ | 82,546 | ||||
Less: current portion | (23,036 | ) | (23,036 | ) | ||||
Long term portion | $ | 36,474 | $ | 59,510 |
DERIVATIVE_LIABILITY_Tables
DERIVATIVE LIABILITY (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
DERIVATIVE LIABILITY | ' | |||
Schedule of assumptions used for determining the fair value of the convertible instruments under the Black-Scholes option pricing model | ' | |||
2012 | ||||
Dividend rate | 0% | |||
Term (in years) | 2.00 - 2.17 Years | |||
Volatility | 103% - 110% | |||
Risk-free interest rate | 0.27% - 0.33% |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Stockholders' Equity | ' | ||||||||
Summary of the outstanding stock options | ' | ||||||||
Number of | Weighted | Weighted | |||||||
Options | Average | Average | |||||||
Exercise Price | Remaining | ||||||||
Contractual Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2011 | 3,548,000 | $ | 1.11 | 8.45 | |||||
Granted | 32,250,000 | 0.39 | 10 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (500,000 | ) | 0.81 | 8.59 | |||||
Cancelled | — | — | — | ||||||
Balance at December 31, 2012 | 35,298,000 | 0.42 | 9.11 | ||||||
Granted | 350,000 | 0.42 | 4.14 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (2,748,000 | ) | 1.17 | 7 | |||||
Cancelled | — | — | — | ||||||
Balance outstanding at December 31, 2013 | 32,900,000 | $ | 0.4 | 8.18 | |||||
Options exercisable at end of year | 32,000,000 | $ | 0.4 | ||||||
Options expected to vest | 900,000 | ||||||||
Weighted average fair value of options granted during the period | $ | 0.24 | |||||||
Summary of the outstanding stock warrants | ' | ||||||||
Number of Warrants | Weighted Average | Weighted | |||||||
Exercise Price | Average | ||||||||
Remaining | |||||||||
Contractual | |||||||||
Life (Years) | |||||||||
Balance at December 31, 2011 | 35,603,142 | $ | 2.64 | 3.94 | |||||
Granted | 24,482,741 | 0.56 | 4.59 | ||||||
Cancelled | (32,430,954 | ) | 2.83 | 3.86 | |||||
Forfeited | — | — | — | ||||||
Exercised | (11,399,150 | ) | 0.42 | 4.64 | |||||
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 | 0.6 | |||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Warrants exercisable at December 31, 2013 | 26,244,621 | $ | 0.45 | 2.22 | |||||
Weighted average fair value of options granted during the year ended December 31, 2013 | $ | 0.17 | |||||||
Convertible Series D Preferred Stock | ' | ||||||||
Stockholders' Equity | ' | ||||||||
Assumptions used in valuing the warrants | ' | ||||||||
Risk free interest rate (annual) | 0.88 | % | |||||||
Expected volatility | 110 | % | |||||||
Expected life | 5 Years | ||||||||
Assumed dividends | none | ||||||||
Convertible Series E Preferred Stock | ' | ||||||||
Stockholders' Equity | ' | ||||||||
Assumptions used in valuing the warrants | ' | ||||||||
Risk free interest rate (annual) | 0.61% to 0.82% | ||||||||
Expected volatility | 86% | ||||||||
Expected life | 3 Years | ||||||||
Assumed dividends | none |
NET_LOSS_PER_COMMON_SHARE_Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NET LOSS PER COMMON SHARE | ' | |||||||
Schedule of Computation of Earnings Per Share | ' | |||||||
For the | For the | |||||||
year ended | year ended | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Loss from continuing operations available to common stockholders | $ | (18,205,047 | ) | $ | (51,776,676 | ) | ||
Loss from discontinued operations | $ | — | $ | (50,298 | ) | |||
Denominator: | ||||||||
Denominator for basic and diluted loss per share (weighted-average shares) | 272,620,776 | 219,530,283 | ||||||
Loss per common share, basic and diluted: | ||||||||
Loss from continuing operations | $ | (0.07 | ) | $ | (0.24 | ) | ||
Loss from discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | ||
Schedule of antidilutive securities excluded from computation diluted shares outstanding | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Common stock equivalents: | ||||||||
Stock options | 32,900,000 | 35,298,000 | ||||||
Stock warrants | 26,244,621 | 16,255,779 | ||||||
Convertible preferred stock | 33,555,000 | — | ||||||
92,699,621 | 51,553,779 | |||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
DISCONTINUED OPERATIONS | ' | |||||||
Schedule of discontinued operations of the Company's sports and entertainment business | ' | |||||||
December 31, | December 31, | |||||||
2013 | 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) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
Schedule of future minimum rental payments required under the lease | ' | ||||
2014 | $ | 46,207 | |||
2015 and thereafter | 15,535 | ||||
$ | 61,742 | ||||
Schedule of future minimum lease payments under mining leases | ' | ||||
2014 | $ | 10,000 | |||
2015 | 10,000 | ||||
2016 | 20,000 | ||||
2017 | 25,000 | ||||
2018 | 25,000 | ||||
Thereafter | 117,500 | ||||
$ | 207,500 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
INCOME TAXES | ' | |||||||
Summary of the differences between the Company's effective tax rate and the statutory federal rate | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Tax benefit computed at “expected” statutory rate | $ | (4,795,151 | ) | $ | (16,695,036 | ) | ||
State income taxes, net of benefit | — | — | ||||||
Permanent differences : | ||||||||
Stock based compensation and consulting | 866,305 | 240,786 | ||||||
Prior year true-ups | (439,456 | ) | — | |||||
Loss (gain) from change in fair value of derivative liability | — | 494,700 | ||||||
Amortization of debt discount, deferred financing cost, and other non-cash interest | — | 3,768,000 | ||||||
Stock based settlement expense | — | 1,660,300 | ||||||
Loss on extinguishment of debts | — | 1,621,700 | ||||||
Other | (17,014 | ) | 55,334 | |||||
Increase in valuation allowance | 4,385,316 | 8,854,216 | ||||||
Net income tax benefit | $ | — | $ | — | ||||
Summary of the differences between the Company's effective tax rate and the statutory federal rate | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Computed “expected” tax expense (benefit) | (34.0 | )% | (34.0 | )% | ||||
State income taxes | 0 | % | 0 | % | ||||
Permanent differences | 2.91 | % | 15.5 | % | ||||
Change in valuation allowance | 31.09 | % | 18.5 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
Summary of deferred tax asset | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Net operating loss carryover | $ | 9,812,057 | $ | 6,694,996 | ||||
Stock based compensation | 7,461,894 | 6,940,860 | ||||||
Stock held for sale | — | (1,131,290 | ) | |||||
Depreciable and depletable assets | (469,134 | ) | 1,145,470 | |||||
Mining explorations | 620,492 | 836,910 | ||||||
Capital loss carryforward | 1,482,863 | 271,490 | ||||||
Other | 6,800 | (228,780 | ) | |||||
Less: valuation allowance | (18,914,972 | ) | (14,529,656 | ) | ||||
Net deferred tax asset | $ | — | $ | — |
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) (USD $) | Dec. 31, 2013 | Sep. 03, 2011 |
item | Empire | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' | ' |
Number of Company's properties contain proven and probable reserves | 0 | ' |
Discontinued operations | ' | ' |
Sold equity ownership interest in Capital Hoedown (as a percent) | ' | 66.67% |
Price for the sale | ' | $500,000 |
ORGANIZATION_AND_DESCRIPTION_O2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 2) (USD $) | 12 Months Ended | 28 Months Ended | 0 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Aug. 30, 2011 | |
Gold Acquisition | |||
Relief Canyon | |||
Acquisition | ' | ' | ' |
Acquisition of Relief Canyon, paid in cash | $2,576,400 | $2,576,400 | $12,000,000 |
Acquisition of Relief Canyon, convertible notes issued | ' | ' | $8,000,000 |
ORGANIZATION_AND_DESCRIPTION_O3
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 3) (Pershing Royalty Company) | 17-May-12 |
item | |
Pershing Royalty Company | ' |
Investment holding | ' |
Number of gold exploration properties | 2 |
ORGANIZATION_AND_DESCRIPTION_O4
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 4) (USD $) | 4 Months Ended | 12 Months Ended | 28 Months Ended | 1 Months Ended | |||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | |
Convertible Series E Preferred Stock | Exchange Of Related Party Debt Transaction | Exchange Of Related Party Debt Transaction | |||||
Barry Honig, Board Member | Warrants | ||||||
Barry Honig, Board Member | |||||||
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' | ' | ' | ' | ' | ' | ' |
Net loss | $11,791,302 | $14,103,388 | $49,103,047 | $74,825,220 | ' | ' | ' |
Net cash used in operations | ' | 7,242,764 | 9,943,307 | 19,148,530 | ' | ' | ' |
Total accumulated deficit since inception | ' | -100,000,000 | ' | ' | ' | ' | ' |
Going Concern | ' | ' | ' | ' | ' | ' | ' |
Shares issued in private placement | ' | ' | ' | ' | 10,533 | ' | ' |
Net proceeds from private placement | ' | 10,227,079 | 1,000,000 | 14,511,475 | 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 | ' | ' | ' | ' | ' | $646,000 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Prepaid expenses | $582,278 | $502,837 | $582,278 |
Exploration cost | $3,204,629 | $5,221,001 | $10,225,652 |
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) (Continental Resources) | 0 Months Ended |
Mar. 02, 2013 | |
Continental Resources | ' |
Related party transactions | ' |
Distribution of shares to Continental shareholders | 76,095,215 |
ACQUISITION_DISPOSITION_AND_DE2
ACQUISITION, DISPOSITION AND DECONSOLIDATION (Details 2) (USD $) | 12 Months Ended | 28 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | 4 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | 31-May-13 | 24-May-12 | Jan. 26, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 26, 2012 | Jan. 26, 2012 | 24-May-12 | Nov. 30, 2012 | Dec. 31, 2012 | |
Amicor common stock | Amicor common stock | Amicor common stock | Amicor common stock | Amicor common stock | Valor Gold common stock | Valor Gold common stock | Sale of Uranium Exploration Properties | Sale of Uranium Exploration Properties | Sale of Uranium Exploration Properties | Sale of Uranium Exploration Properties | Sale of Uranium Exploration Properties | Sale of Gold Exploration Properties | Sale of Gold Exploration Properties | Sale of Gold Exploration Properties | |||
Amicor | Amicor | Amicor | Amicor | Amicor | Valor Gold | Valor Gold | Valor Gold | ||||||||||
Amicor common stock | property | ||||||||||||||||
Sale of exploration properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of Option Agreement for sale of property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' |
Cash paid for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' |
Purchase price of properties sold, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate on note receivable issued in sale of gold properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Purchase price of properties sold, promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | 500,000 | ' | ' |
Promissory note term from the issuance date | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | '18 months | ' | ' |
Amount collected from note receivable | 1,430,000 | 1,430,000 | ' | ' | ' | ' | ' | ' | ' | ' | 930,000 | ' | ' | ' | ' | 500,000 | ' |
Amount to be raised in private placement by Amicor on or before July 26, 2012 for determination of payment on note receivable remaining balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Final amount due under the note which Amicor was not required to pay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' |
Notes receivable, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Fair value of the claims exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Gain from the sale of uranium assets | 930,000 | 930,000 | ' | ' | ' | ' | ' | ' | ' | ' | 930,000 | ' | ' | ' | ' | ' | ' |
Marketable securities - available for sale | ' | 0 | ' | ' | ' | 0 | 0 | ' | 83,333 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares sold | ' | ' | 1,513,333 | 8,486,667 | 10,000,000 | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds received from the sale of marketable securities | ' | ' | 151,333 | 1,490,600 | 1,641,933 | ' | ' | 1,505,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Lander County, Nevada exploration properties sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Gain from sale of subsidiaries | $2,500,000 | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500,000 |
Percentage of outstanding common stock acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38.60% | ' | ' |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | 1 Months Ended | 12 Months Ended | 28 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | 4 Months Ended | 0 Months Ended | ||||
Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | 31-May-13 | 24-May-12 | Jan. 26, 2012 | |
Amicor common stock | Amicor common stock | Amicor common stock | Amicor common stock | Amicor common stock | Valor Gold common stock | Valor Gold common stock | Sale of Uranium Exploration Properties | |||||
Amicor | ||||||||||||
Marketable securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost | ' | $0 | ' | $0 | ' | ' | ' | $0 | $0 | ' | $83,333 | ' |
Gross Unrealized Gains | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Unrealized Losses | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized Gain from Sale of Securities | ' | 1,656,333 | 1,490,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Cost basis of marketable securities - trading sold | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds generated | ' | ' | ' | ' | 151,333 | 1,490,600 | 1,641,933 | ' | ' | 1,505,000 | ' | ' |
Net proceeds generated from sale of marketable securities-trading | 119,702 | ' | ' | 3,266,635 | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gain - trading securities | ' | ' | $19,702 | $19,702 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of restricted shares of common stock received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Shares sold | ' | ' | ' | ' | 1,513,333 | 8,486,667 | 10,000,000 | ' | ' | 25,000,000 | ' | ' |
MINERAL_PROPERTIES_Details
MINERAL PROPERTIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Third party | BLM | Relief Canyon Mine- Gold Acquisition | Relief Canyon Mine- Gold Acquisition | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Pershing Pass Property | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | Relief Canyon Mine- Newmont Leased Properties | |||
pond | acre | Silver Scott Mines | Victoria Gold | Third party | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Minimum | Minimum | Minimum | Minimum | Minimum | Maximum | 2006 Mineral Lease and Sublease | 1994 Mining Lease | 1999 Mining Lease | Victoria Gold | Victoria Gold | Newmont USA Ltd. | Minimum | Maximum | |||||||||
column | claim | item | acre | item | acre | item | item | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | acre | acre | item | item | item | Newmont USA Ltd. | Newmont USA Ltd. | |||||||||||
cell | acre | item | item | Starting September 2016 till September 2023 | Starting September 2023 till September 2028 | Starting September 2028 till September 2033 | Sep-33 | claim | acre | 2006 Mineral Lease and Sublease | 2006 Mineral Lease and Sublease | ||||||||||||||||||
claim | acre | ||||||||||||||||||||||||||||
millsite | |||||||||||||||||||||||||||||
mine | |||||||||||||||||||||||||||||
Mineral properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpatented Lode Mining Claims Owned | ' | ' | ' | ' | 164 | ' | ' | ' | 490 | 283 | 17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 283 | 155 | ' | ' |
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% | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.00% | 2.00% | 3.00% | 5.00% |
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 | ' | 700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62 | ' | ' | ' | ' |
Royalty percentage on precious metals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty percentage on all other materials excluding precious metals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | 12,000 | ' | 9,700 | 5,660 | ' | 400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,300 | 2,800 | ' | ' |
Area of properties held under leases and subleases | ' | ' | ' | ' | ' | ' | 600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,900 | ' | ' | ' |
Unpatented mining claims owned on which royalty owed to Victoria Gold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221 | ' | ' | ' |
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 2017 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 | ' | ' | ' | ' | ' |
Statewide bond | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of the bonds written | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash required to be maintained as a percentage of the value of the bonds | ' | ' | 45.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | 2,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Mineral Properties | $16,786,912 | $16,786,912 | ' | ' | $8,501,071 | $8,501,071 | $576,400 | $576,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,709,441 | $7,709,441 | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property and equipment | ' | ' | ' |
Total property and equipment, gross | $8,683,500 | $8,650,325 | $8,683,500 |
Less: accumulated depreciation | -2,232,860 | -1,263,549 | -2,232,860 |
Total property and equipment, net | 6,450,640 | 7,386,776 | 6,450,640 |
Depreciation | 969,311 | 992,648 | 2,287,887 |
Minimum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '1 year | ' | ' |
Maximum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '25 years | ' | ' |
Furniture and fixtures | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '5 years | ' | ' |
Total property and equipment, gross | 56,995 | 56,995 | 56,995 |
Office and computer equipment | ' | ' | ' |
Property and equipment | ' | ' | ' |
Total property and equipment, gross | 234,518 | 220,060 | 234,518 |
Office and computer equipment | Minimum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '1 year | ' | ' |
Office and computer equipment | Maximum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '5 years | ' | ' |
Land | ' | ' | ' |
Property and equipment | ' | ' | ' |
Total property and equipment, gross | 266,977 | 266,977 | 266,977 |
Building and improvements | ' | ' | ' |
Property and equipment | ' | ' | ' |
Total property and equipment, gross | 730,068 | 727,965 | 730,068 |
Building and improvements | Minimum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '5 years | ' | ' |
Building and improvements | Maximum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '25 years | ' | ' |
Site costs | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '10 years | ' | ' |
Total property and equipment, gross | 1,272,732 | 1,272,732 | 1,272,732 |
Crushing system | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '20 years | ' | ' |
Total property and equipment, gross | 2,256,943 | 2,256,943 | 2,256,943 |
Process plant and equipment | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '10 years | ' | ' |
Total property and equipment, gross | 3,169,442 | 3,166,280 | 3,169,442 |
Vehicles and mining equipment | ' | ' | ' |
Property and equipment | ' | ' | ' |
Total property and equipment, gross | $695,825 | $682,373 | $695,825 |
Vehicles and mining equipment | Minimum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '5 years | ' | ' |
Vehicles and mining equipment | Maximum | ' | ' | ' |
Property and equipment | ' | ' | ' |
Estimated Life | '10 years | ' | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 12 Months Ended | 28 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | |
Bridge Note | Note payable | Note payable | |||
item | |||||
Notes payable | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | $500,000 | $500,000 | $500,000 | ' | ' |
Interest rate (as a percent) | ' | ' | 5.00% | 7.00% | ' |
Number of equal monthly payments of the debt | ' | ' | ' | 48 | ' |
Frequency of payments of the debt | ' | ' | ' | 'monthly | ' |
Monthly payments of the debt | ' | ' | ' | 2,226 | ' |
Notes payable - short and long term portion | ' | ' | ' | ' | ' |
Total Notes Payable | 82,546 | 59,510 | ' | ' | 92,145 |
Less: current portion | -23,036 | -23,036 | ' | ' | ' |
Long term portion | $59,510 | $36,474 | ' | ' | ' |
CONVERTIBLE_PROMISSORY_NOTES_D
CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 12 Months Ended | 28 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 2 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 30, 2012 | Feb. 21, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 30, 2012 | Mar. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Aug. 30, 2011 | Mar. 30, 2012 | Dec. 31, 2012 | Mar. 30, 2012 | Dec. 31, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Mar. 29, 2014 | Dec. 31, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Mar. 30, 2012 | Mar. 30, 2012 | Mar. 30, 2012 | Dec. 31, 2012 | Mar. 30, 2012 | Mar. 30, 2012 | Dec. 31, 2012 | Mar. 30, 2012 | Mar. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 23, 2012 | Aug. 30, 2011 | Feb. 23, 2012 | Mar. 30, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Mar. 30, 2012 | Sep. 14, 2011 | Dec. 31, 2012 | Mar. 30, 2012 | |
Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | FGIT | March Note Assignment and Assumption Agreement | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | Senior Secured Convertible Promissory Notes | 9% Secured Promissory Note | 9% Secured Promissory Note | 9% Secured Promissory Note | 9% Secured Promissory Note | ||||
Series D Preferred Stock | Series D Preferred Stock | item | FGIT | FGIT | FGIT | FGIT | Assignment and Assumption Agreement | Assignment and Assumption Agreement | Assignment and Assumption Agreement | Note Modification Agreements | Note Modification Agreements | Note Modification Agreements | Note Modification Agreements | Note Modification Agreements | Note Amendments | Note Amendments | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | March Note Assignment and Assumption Agreement | Relief Canyon | Platinum and Lakewood | Platinum and Lakewood | Platinum and Lakewood | Platinum and Lakewood | Platinum | Platinum | Platinum | Platinum | Lakewood | Lakewood | Lakewood | Lakewood | Series D Preferred Stock | |||||||||||||||
Series D Preferred Stock | Series D Preferred Stock | Assignee one | Assignee two | Common stock | Warrant | Common stock | Common stock | Series D Preferred Stock | Series D Preferred Stock | Assignee one | Assignee one | Assignee one | Assignment and Assumption Agreement | Note Amendments | Series D Preferred Stock | Assignment and Assumption Agreement | Note Modification Agreements | Note Modification Agreements | Series D Preferred Stock | Assignment and Assumption Agreement | Note Modification Agreements | Note Modification Agreements | |||||||||||||||||||||||||||||||
Common stock | Common stock | Common stock | Warrant | Common stock | Warrant | ||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,715,604 | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' |
Period after Company or Gold Acquisition begins producing or extracting gold from mine used to determine payment of principal and interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from Commencement Date used to determine payment of principal and interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 months | ' | ' |
Number of monthly installments for payment of principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | $0.55 | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | $0.35 | ' | $0.35 | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | $0.50 | ' | ' |
Price of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,039,771 | ' | ' | ' | 800,000 | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Amount of debt assigned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | 2,992,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt retained by assignors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,368,183 | ' | ' | ' | 592,046 | ' | ' | ' | ' | ' | ' |
Warrants issued under agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,180,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,144,320 | ' | ' | ' | 1,036,080 | ' | ' | ' | ' |
Shares of common stock issued under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' |
Warrants exercised price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued for exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,967,143 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of common stock on the date of grant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.49 | ' | ' | ' | ' | ' | $0.55 | ' | ' | ' | $0.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of common stock on the date of grant | ' | 978,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 978,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of warrants on the date of grant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of warrants on the date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,044,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used to calculate fair value of the warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expenses in connection with the Modification Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,022,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current principal amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,697,729 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,960,229 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt that can be converted in exchange of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 262,500 | ' | 1,892,014 | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,015,604 | ' | ' | ' |
Number of stock issued upon conversion (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,421,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | 5,405,754 | 1,100,000 | ' | ' | 4,612,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,024,744 |
Conversion price before amendment (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | $0.40 | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' |
Loss from extinguishment of debts | ' | -4,769,776 | -4,769,776 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 475,671 | 787,319 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,563 | ' | 529,911 | 294,285 | 615,138 | ' | 357,635 | 317,114 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 483,094 | ' | 333,168 | ' |
Fair market value of common stock issued upon conversion | ' | 12,958,913 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,256,252 | ' | ' | ' | ' | 524,878 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of aggregate purchase price payable by Assignees waived by original issuer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 264,238 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of embedded beneficial conversion feature | ' | 168,163 | 1,883,767 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 294,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 168,163 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional number of shares that assignee received upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 501,021 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,118,432 | 227,586 | ' | ' | 954,325 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,017 |
Amount of remaining assigned debt amended | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated value (in dollars per share) | $0.00 | $0.00 | $0.00 | ' | ' | ' | $0.00 | $0.00 | $1 | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' |
Conversion price of stock (in dollars per share) | ' | ' | ' | $0.35 | $0.40 | $0.32 | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock deemed dividend | 4,101,659 | 2,702,777 | 10,088,832 | 79,278 | ' | ' | 537,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 286,298 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,049 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,152 | ' |
Accrued and unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,140 | ' | ' | ' |
Unamortized debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,933,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $897,117 | ' |
Period following payment and/or conversion in full used to determine payment of principal and interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' |
Price of debt instruments which may be pre-paid, in full or in part, as a percentage of aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.00% | ' | ' |
DERIVATIVE_LIABILITY_Details
DERIVATIVE LIABILITY (Details) (USD $) | 12 Months Ended | 28 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
9% senior convertible promissory notes | 9% senior convertible promissory notes | 9% senior convertible promissory notes | 9% senior convertible promissory notes | |||
Minimum | Maximum | |||||
DERIVATIVE LIABILITY | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | 9.00% | ' | ' | ' |
Gain (loss) resulting from the decrease (increase) in fair value of derivative liability | ($1,454,889) | $5,447,917 | $0 | ($1,454,889) | ' | ' |
Amount of derivative liability reclassified to paid-in capital due to the conversion of the senior convertible promissory notes into common stock | ' | ' | ' | $7,750,289 | ' | ' |
Assumptions used for determining the fair value of the convertible instruments under the Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' |
Dividend rate (as a percent) | ' | ' | ' | 0.00% | ' | ' |
Term | ' | ' | ' | ' | '2 years | '2 years 2 months 1 day |
Volatility (as a percent) | ' | ' | ' | ' | 103.00% | 110.00% |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | 0.27% | 0.33% |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Dec. 31, 2012 | Feb. 28, 2011 | Oct. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Barry Honig | Barry Honig | Barry Honig | Barry Honig | Barry Honig | Barry Honig | Continental Resources | Continental Resources | Continental Resources | ||
Related party transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt advanced | ' | $2,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments on notes in advance | ' | ' | ' | 1,688,250 | ' | ' | ' | ' | ' | ' |
Extinguished debt | ' | ' | 75,500 | ' | ' | ' | ' | ' | ' | ' |
Principle amount of note payable | 486,250 | ' | 486,250 | ' | 0 | ' | 486,250 | ' | ' | ' |
Accrued interest and fees | ' | ' | ' | ' | 0 | 159,230 | 142,164 | ' | ' | ' |
Distribution to former parent company | ' | ' | ' | ' | ' | ' | ' | $15,066 | $15,066 | $611,589 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | 28 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 2 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 29, 2011 | Mar. 30, 2012 | Feb. 23, 2012 | Feb. 21, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 11, 2012 | Dec. 31, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Aug. 05, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Jun. 19, 2012 | Jun. 30, 2012 | Apr. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Feb. 29, 2012 | |
Minimum | Exchange Of Related Party Debt Transaction | Senior secured convertible promissory note | Senior secured convertible promissory note | Senior secured convertible promissory note | Senior secured convertible promissory note | Warrant to purchase common stock | Warrant to purchase common stock | Warrant to purchase common stock | Preferred Stock | Convertible Series A Preferred Stock | Convertible Series A Preferred Stock | Convertible Series A Preferred Stock | Convertible Series B Preferred Stock | Convertible Series B Preferred Stock | Convertible Series B Preferred Stock | Convertible Series C Preferred Stock | Convertible Series C Preferred Stock | Convertible Series C Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series D 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 | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | ||||
Barry Honig | Maximum | Minimum | Platinum | Lakewood | item | Notes conversion | Platinum | Lakewood | Warrant to purchase common stock | Private placement agent | Exchange Of Related Party Debt Transaction | Warrant to purchase common stock | Warrant to purchase common stock | Warrant to purchase common stock | Warrant to purchase common stock | Warrant to purchase common stock | Warrant to purchase common stock | ||||||||||||||||||||||||||||||||||
Senior secured convertible promissory note | Senior secured convertible promissory note | Barry Honig | Maximum | Minimum | Private placement agent | Senior secured convertible promissory note | |||||||||||||||||||||||||||||||||||||||||||||
Exchange Of Related Party Debt Transaction | |||||||||||||||||||||||||||||||||||||||||||||||||||
Statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock authorized, shares | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 2,250,000 | 2,250,000 | ' | 8,000,000 | 8,000,000 | ' | 3,284,396 | 3,284,396 | ' | ' | ' | 1,000,000 | ' | 7,500,000 | 7,500,000 | 7,500,000 | ' | ' | ' | ' | 15,151 | ' | 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 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 7,500,000 | 0 | 0 | 7,500,000 | 0 | 0 | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | 11,185 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | 0 | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | 11,185 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate of Preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | $0.40 | $0.32 | ' | ' | ' | ' | ' | ' | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferential cash payment in event of liquidation, dissolution or winding up | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of assets to be sold or transferred under business combination as a part of redemption terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of stock to be tendered under business combination as a part of redemption terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption amount as percentage of purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subscribers that entered stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | 4,385,716 | ' | ' | ' | ' |
Warrants issued to acquire shares of Common Stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,750,000 | ' | ' | ' | ' | ' | ' | 13,435,590 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,118,750 |
Net proceeds from private placement | $10,227,079 | $1,000,000 | $14,511,475 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of preferred stock used for debt repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial estimated fair values allocated to the ECF | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | 226,629 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,188,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value allocated to the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 773,371 | ' | ' | ' | ' | ' | ' | 1,912,867 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used to calculate fair value of the warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (annual) (as a percent) | ' | ' | ' | ' | ' | ' | ' | 0.33% | 0.27% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.88% | ' | ' | ' | ' | ' | ' | ' | 0.82% | 0.61% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | 110.00% | 103.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | 86.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | '2 years 2 months 1 day | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed dividends (as a percent) | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from extinguishment of debts | ' | 4,769,776 | 4,769,776 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,436,888 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred deemed dividend recorded | 4,101,659 | 2,702,777 | 10,088,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,278 | ' | ' | ' | 537,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of share of preferred stock converted in common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | 6,086,968 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of common shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,021,775 | ' | 1,153,143 | 750,000 | 7,500,000 | ' |
Issuance of common stock as consideration for the conversion of preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Grant date fair market value of common stock issued as consideration for the conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.32 | $0.36 | $0.35 | ' | ' | ' | ' |
Issuance of common stock as consideration for the conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,086,000 | ' | ' | ' | ' | ' |
Preferred stock dividends | ' | 21,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,550 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,144,320 | 1,036,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,639,600 | ' | ' | 13,590 | 782,400 | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years |
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 |
Purchase price of each share of Series E Preferred Stock with associated warrant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 0 Months Ended | 2 Months Ended | 4 Months Ended | 12 Months Ended | 28 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||
Nov. 18, 2011 | Feb. 29, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Nov. 30, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Nov. 29, 2011 | Dec. 31, 2011 | Oct. 31, 2011 | Dec. 31, 2011 | Sep. 29, 2011 | Sep. 30, 2011 | Sep. 03, 2011 | Oct. 31, 2011 | Dec. 31, 2011 | Oct. 03, 2011 | Dec. 31, 2011 | Nov. 18, 2011 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Jun. 19, 2012 | Apr. 30, 2012 | Oct. 31, 2011 | Dec. 31, 2011 | Nov. 30, 2011 | Dec. 31, 2011 | Sep. 03, 2011 | Sep. 03, 2011 | Oct. 03, 2011 | Sep. 29, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | |
Public relations and consulting services | Advisory and consulting services | Advisory and consulting services | 6% convertible note payable | 6% convertible note payable | 5% senior convertible promissory notes | 5% senior convertible promissory notes | Series C Preferred Warrants | Series C Preferred Warrants | Separation Agreement | Subscription agreements | Subscription agreements | Agreement and Release | Agreement and Release | Acknowledgement letter of the beneficial owner of 500,000 shares and a stock option agreement to purchase 600,000 shares | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Convertible Series C Preferred Stock | Convertible Series B Preferred Stock | Convertible Series B Preferred Stock | ||||||||
Executive | Public and investor relations services | Public and investor relations services | Public relations and consulting services | Advisory and consulting services | Separation Agreement | Separation Agreement | Agreement and Release | |||||||||||||||||||||||||||||||
Executive | ||||||||||||||||||||||||||||||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' |
Common stock, Par Value (in dollars per share) | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Number of options retained (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' |
Outstanding receivables secured by Executive Retained Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $112,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness to Lenders collateralized by Executive Retained Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock to sold to the lenders (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,950,000 | ' | ' | ' | ' |
Value of cancelled shares recorded against additional paid in capital | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75 | ' | ' | ' | ' | ' |
Number of units sold | ' | 2,237,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,718,000 | 1,830,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | '2 years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock to be acquired against warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,853,188 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | ' | ' | $0.60 | $0.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price of shares of preferred stock with associated warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,284,396 | ' | ' |
Aggregate number of common shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,021,775 | 1,153,143 | 750,000 | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common units subscribed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,436,000 | 4,575,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price per unit (in dollars per share) | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock per unit | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to acquire shares of Common Stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,718,000 | 3,052,188 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of closing price for the common stock on the business day immediately prior to the date of exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal balance of the note converted into units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 611,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued in exchange for principal of 6% note payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,529,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent fees paid | ' | ' | ' | ' | ' | 370,583 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued for exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,429,415 | 866,605 | ' | ' | ' | ' | ' | ' | ' | 6,229,718 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,853,188 | 1,678,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' |
Grant date fair market value of common stock issued | ' | ' | ' | ' | ' | ' | ' | $0.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.36 | ' | ' | ' | $0.32 | $0.35 | $0.97 | ' | ' | $0.53 | ' | ' | $0.89 | ' | ' | ' |
Grant date intrinsic value of common stock issued | ' | ' | 837,500 | ' | 454,642 | ' | ' | 34,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 485,500 | ' | ' | 318,000 | ' | ' | 4,761,500 | ' | ' | ' |
Stock based consulting expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 318,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,761,500 | ' | ' | ' | ' | ' | ' | ' | ' | 485,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares | ' | ' | ' | 275,790,008 | 266,592,023 | ' | 275,790,008 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options | ' | ' | 3,548,000 | 32,900,000 | 35,298,000 | 3,548,000 | 32,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Cash consideration for termination of public relations and consulting agreement | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares to be issued as a consideration for termination of public relations and consulting agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Number of warrants agreed to cancel by the consultant | ' | ' | ' | ' | ' | ' | ' | ' | 1,056,046 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price before amendment (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,555 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued in exchange for promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,196,238 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense in connection with the conversion of notes payable | ' | ' | ' | ' | ' | ' | 230,192 | ' | ' | ' | ' | ' | 230,192 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be issued for every $1.00 invested in the Continental Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount invested in the Continental Offering for which specified number of shares will be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with a put right and release settlement agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants cancelled, which was issued in connection with a put right and release settlement agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,280,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equivalent number of Continental warrants cancelled, which was issued to acquire shares of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options terminated (in shares) | 600,000 | ' | ' | 2,748,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued upon conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | 7,500,000 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 2 Months Ended | 4 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||
Feb. 29, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 03, 2012 | Jul. 22, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 08, 2013 | Jun. 18, 2012 | Feb. 09, 2012 | Dec. 23, 2013 | Jun. 18, 2012 | Feb. 09, 2012 | Feb. 09, 2012 | Jun. 18, 2012 | Nov. 21, 2012 | Feb. 08, 2013 | Feb. 12, 2013 | Dec. 16, 2013 | Nov. 01, 2013 | Dec. 16, 2013 | Dec. 16, 2013 | Mar. 31, 2012 | Feb. 23, 2012 | Jun. 30, 2012 | Jun. 19, 2012 | Apr. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2012 | Dec. 03, 2012 | Apr. 05, 2012 | 24-May-12 | Jul. 22, 2011 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Mar. 20, 2012 | Mar. 20, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Apr. 27, 2012 | Mar. 30, 2012 | Mar. 31, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 03, 2012 | Apr. 05, 2012 | |
Private placement | Continental Resources | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Warrant | Warrant | Warrant | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||||
Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | A director | Vice President of Finance and Controller | Vice President of Finance and Controller | A director and certain employees and consultants | Employees | Employees | Employees and consultants | Consultants | Continental Resources | Private placement | Victoria Gold. and Victoria Resources (US) Inc. | Red Battle, and Valor Gold | Continental Resources | Continental Resources | Continental Resources | Continental Resources | Legal services | Legal services | Public relations services | Public relations services | Consulting services | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | |||||||||||||||
Shares vesting on December 26, 2013 | Shares vesting on December 26, 2013 | Shares vesting on February 9, 2014 | Shares vesting on February 9, 2015 | acre | Minimum | Maximum | Continental Resources | Private placement | Victoria Gold. and Victoria Resources (US) Inc. | |||||||||||||||||||||||||||||||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units sold | 2,237,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from sale of units | $847,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price per unit (in dollars per share) | $0.40 | ' | ' | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock per unit | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | '2 years |
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Number of warrants per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,118,750 | 3,787,819 | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | $0.60 | $0.50 | $0.60 |
Percentage of closing price for the common stock on the business day immediately prior to the date of exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Period since the final closing date of the sale of units, when the entity has agreed to file a "resale" registration statement | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period since the final closing date of the sale of units, when the entity agreed to declare registration statement | '120 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of fees payable to investor per month in cash for every thirty day period up to a maximum of 6% under registration obligations | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for payment of fees to investors under registration obligations | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of fees payable to investor under registration obligations | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | 4,385,716 | ' | ' | 9,469,548 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of common stock issued | ' | 3,177,416 | 9,432,450 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 1,535,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees paid to placement agent for private placement of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to placement agent in connection with the sale of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 234,375 | ' | ' | ' | 303,030 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted common stock granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 12,000,000 | ' | ' | 3,000,000 | 3,000,000 | 3,000,000 | 200,000 | ' | 6,700,000 | 1,300,000 | 125,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of restricted shares previously issued to CEO for which vesting period has been extended | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of restricted shares for which vesting accelerated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 1,666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | 200,000 | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Expenses recorded for services received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued professional fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,614 | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' |
Value of common stock for services (in shares) | ' | 837,500 | 454,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299,642 | ' | ' | 110,000 | 45,000 | ' | ' | ' | ' | ' | ' |
Grant date fair market value of common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.32 | $0.35 | ' | $0.36 | ' | $0.46 | ' | ' | ' | $0.29 | $0.51 | ' | ' | $0.55 | ' | $0.90 | ' | ' | ' | ' | ' | ' |
Common stock issued against stock warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,229,718 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,967,143 | 336,974 | 2,925,601 | ' | ' | ' |
Number of stock warrants exercised on a cashless basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,399,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,250,000 | 968,750 | 5,180,400 | ' | ' | ' |
Common stock in connection with the acquisition of mineral rights (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to acquire shares of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Acres of Property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock issued in connection with the acquisition of assets | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each share of common stock of Continental | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each warrant | ' | ' | ' | ' | 0.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each warrant of Continental | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each option of Continental | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with the cancellation of warrants (in shares) | ' | ' | 9,729,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,729,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,430,954 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock issue in connection with cancellation of warrants | ' | ' | 4,883,196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,883,196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting of restricted common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | ' | ' | ' | ' | ' | 33.33% | ' | ' | 33.33% | 33.33% | 33.33% | ' | 33.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value on the date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.34 | ' | ' | ' | ' | ' | $0.34 | $0.35 | ' | $0.51 | ' | $0.36 | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | '3 years | ' | ' | '3 years | ' | '3 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
A fraction of the restricted shares previously issued for which vesting period has been extended | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | ' | ' | ' | ' | ' | ' | ' | ' | 33.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock and warrants private placement | ' | ' | ' | ' | 3,124,950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to placement agent (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,212 | ' |
Consideration paid for placement agent services | ' | ' | ' | 370,583 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total grant date value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,417,000 | ' | ' | 875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | 4,772,162 | 5,048,047 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | $3,527,461 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 18, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Options | ' | ' | ' | ' |
Balance at the beginning of the year (in shares) | ' | 35,298,000 | 3,548,000 | ' |
Granted (in shares) | ' | 350,000 | 32,250,000 | ' |
Forfeited (in shares) | -600,000 | -2,748,000 | -500,000 | ' |
Balance at the end of the year (in shares) | ' | 32,900,000 | 35,298,000 | 3,548,000 |
Options exercisable at end of year (in shares) | ' | 32,000,000 | ' | ' |
Options expected to vest (in shares) | ' | 900,000 | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' |
Balance at the beginning of the year (in dollars per share) | ' | $0.42 | $1.11 | ' |
Granted (in dollars per share) | ' | $0.42 | $0.39 | ' |
Forfeited (in dollars per share) | ' | $1.17 | $0.81 | ' |
Balance at the end of the year (in dollars per share) | ' | $0.40 | $0.42 | $1.11 |
Options exercisable at end of year (in dollars per share) | ' | $0.40 | ' | ' |
Weighted average fair value of options granted during the period (in dollars per share) | ' | $0.24 | ' | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' | ' |
Balance at the beginning of the year | ' | '8 years 2 months 5 days | '9 years 1 month 10 days | '8 years 5 months 12 days |
Granted | ' | '4 years 1 month 20 days | '10 years | ' |
Forfeited | ' | '7 years | '8 years 7 months 2 days | ' |
Balance at the end of the year | ' | '8 years 2 months 5 days | '9 years 1 month 10 days | '8 years 5 months 12 days |
Intrinsic value of stock options outstanding | ' | $26,000 | ' | ' |
STOCKHOLDERS_EQUITY_Details_5
STOCKHOLDERS' EQUITY (Details 5) (USD $) | 12 Months Ended | 28 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 09, 2012 | Mar. 06, 2012 | Mar. 06, 2012 | Mar. 06, 2012 | Mar. 06, 2012 | Mar. 06, 2012 | Apr. 06, 2012 | Apr. 30, 2012 | Jun. 18, 2012 | Jun. 18, 2012 | Jun. 18, 2012 | Jun. 18, 2012 | Jun. 18, 2012 | Dec. 31, 2013 | Aug. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 29, 2010 | Dec. 31, 2013 | Feb. 09, 2012 | Dec. 31, 2013 | Feb. 12, 2013 | |
Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | The 2010 Plan | The 2010 Plan | The 2012 Plan | The 2012 Plan | The 2013 Plan | The 2013 Plan | |||||
CEO | Two employees and a consultant | Two employees and a consultant | Two employees and a consultant | Two employees and a consultant | Two employees and a consultant | Mr. Honig | Mr. Honig | CEO and Mr. Honig | Former director, employees and consultants | Former director, employees and consultants | Former director, employees and consultants | Former director, employees and consultants | Former director, employees and consultants | Consultants | Consultants | Consultants | Employee | Consultant and employee | Consultant and employee | Consultant and employee | Former Vice President for Finance and Administration and Director | Former Vice President for Finance and Administration and Director | |||||||||||||
item | Vesting on date of issuance | Vesting on December 31, 2012 | Vesting on December 31, 2013 | Vesting on December 31, 2014 | item | Vesting on date of issuance | Vesting on December 31, 2012 | Vesting on December 31, 2013 | Vesting on December 31, 2014 | Minimum | Maximum | ||||||||||||||||||||||||
Common Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Holders of common stock in favor of 2012 Equity Incentive Plan (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53.00% | ' | ' |
Reserved for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | 40,000,000 | ' | 40,000,000 |
Outstanding awards under 2010 plan (in shares) | 32,900,000 | 35,298,000 | 32,900,000 | 3,548,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,150,000 | ' | ' | ' | ' | ' |
Remaining available stock-based awards for future issuances under 2012 Plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | 29,375,000 | ' |
Granted (in dollars per share) | $0.42 | $0.39 | ' | ' | ' | ' | $0.45 | $0.45 | ' | ' | ' | ' | $0.35 | ' | $0.34 | $0.34 | ' | ' | ' | ' | $0.40 | $0.44 | ' | ' | ' | $0.31 | $0.36 | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted | 350,000 | 32,250,000 | ' | ' | ' | ' | 10,000,000 | 1,100,000 | ' | ' | ' | ' | 12,000,000 | ' | 6,000,000 | 2,700,000 | ' | ' | ' | ' | 200,000 | 150,000 | 150,000 | 300,000 | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | '10 years | ' | '10 years | '10 years | ' | ' | ' | ' | '5 years | '3 years | '4 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' | ' | 25.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees to whom shares were granted | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consultants to whom shares were granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of options granted during the period (in dollars per share) | $0.24 | ' | ' | ' | ' | ' | $0.45 | $0.41 | ' | ' | ' | ' | $0.39 | ' | $0.28 | $0.28 | ' | ' | ' | ' | $0.23 | $0.25 | ' | ' | ' | $0.24 | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' |
Total value | ' | ' | ' | ' | ' | ' | $4,537,000 | $448,690 | ' | ' | ' | ' | $4,633,200 | ' | $1,660,200 | $747,090 | ' | ' | ' | ' | $45,080 | $38,058 | ' | ' | $119,895 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions of Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.49 | $0.45 | ' | ' | ' | ' | $0.46 | ' | $0.34 | $0.34 | ' | ' | ' | ' | $0.35 | $0.44 | ' | ' | ' | $0.31 | $0.36 | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | 110.00% | 103.00% | ' | ' | ' | ' | 105.00% | ' | 107.00% | 107.00% | ' | ' | ' | ' | 86.00% | 92.00% | ' | ' | ' | 99.00% | 103.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | '6 years | ' | '6 years | '6 years | ' | ' | ' | ' | '5 years | '3 years | ' | ' | ' | '4 years | '6 years | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 2.04% | 1.98% | ' | ' | ' | ' | 0.89% | ' | 0.69% | 0.69% | ' | ' | ' | ' | 1.57% | 0.35% | ' | ' | ' | 0.62% | 0.67% | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options modified | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' |
Consulting fee | 1,579,211 | 2,334,297 | 9,484,687 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,079 | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | 383,555 | 13,163,509 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | $96,845 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_6
STOCKHOLDERS' EQUITY (Details 6) (Stock Warrants, USD $) | 1 Months Ended | 12 Months Ended | |
31-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Warrants | ' | ' | ' |
Balance at the beginning of the year (in shares) | ' | 16,255,779 | 35,603,142 |
Granted (in shares) | ' | 13,435,590 | 24,482,741 |
Cancelled (in shares) | -3,446,748 | -3,446,748 | -32,430,954 |
Exercised (in shares) | ' | ' | -11,399,150 |
Balance at the end of the year (in shares) | ' | 26,244,621 | 16,255,779 |
Warrants exercisable at the end of the period (in shares) | ' | 26,244,621 | ' |
Stock based compensation | ' | ' | ' |
Stock-based compensation expense | ' | $0 | $165,730 |
Weighted Average Exercise Price | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' |
Balance at the beginning of the year (in dollars per share) | ' | $0.54 | $2.64 |
Granted (in dollars per share) | ' | $0.40 | $0.56 |
Cancelled (in dollars per share) | ' | $0.65 | $2.83 |
Exercised (in dollars per share) | ' | ' | $0.42 |
Balance at the end of the year (in dollars per share) | ' | $0.45 | $0.54 |
Warrants exercisable at the end of the period (in dollars per share) | ' | $0.45 | ' |
Weighted average fair value of options granted during the year (in dollars per share) | ' | $0.17 | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' |
Balance at the beginning of the year | ' | '2 years 5 months 1 day | '3 years 11 months 8 days |
Granted | ' | '3 years | '4 years 7 months 2 days |
Cancelled | ' | '7 months 6 days | '3 years 10 months 10 days |
Exercised | ' | ' | '4 years 7 months 20 days |
Balance at the end of the year | ' | '2 years 2 months 19 days | '2 years 5 months 1 day |
Warrants exercisable at the end of the year | ' | '2 years 2 months 19 days | ' |
STOCKHOLDERS_EQUITY_Details_7
STOCKHOLDERS' EQUITY (Details 7) (USD $) | 2 Months Ended | 12 Months Ended | 28 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||
Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 03, 2012 | 31-May-13 | Mar. 31, 2012 | Feb. 23, 2012 | Mar. 06, 2012 | Dec. 31, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Apr. 05, 2012 | Dec. 16, 2013 | Jun. 19, 2012 | Apr. 30, 2012 | Mar. 31, 2012 | Dec. 03, 2012 | Apr. 05, 2012 | Mar. 30, 2012 | Mar. 31, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 03, 2012 | Mar. 06, 2012 | Apr. 05, 2012 | Feb. 23, 2012 | Feb. 23, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | |
Private placement | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Convertible Series D Preferred Stock | Convertible Series D Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | ||||||
Consultants | Consultants | Platinum | Lakewood | Victoria Gold. and Victoria Resources (US) Inc. | Private placement | Victoria Gold. and Victoria Resources (US) Inc. | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | Stock Warrants | item | Stock Warrants | Stock Warrants | |||||||||||||||
acre | Private placement | Consultants | Victoria Gold. and Victoria Resources (US) Inc. | ||||||||||||||||||||||||||||
Common Stock Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units sold | 2,237,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from sale of units | $847,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price per unit (in dollars per share) | $0.40 | ' | ' | ' | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock per unit | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | '2 years | ' | ' | ' | '3 years |
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | 40.00% |
Warrants issued to acquire shares of Common Stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,118,750 | 3,787,819 | ' | ' | ' | 8,750,000 | ' | 13,435,590 |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | $0.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | $0.60 | $0.50 | ' | $0.60 | ' | ' | ' | $0.40 |
Percentage of closing price for the common stock on the business day immediately prior to the date of exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for each warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,229,718 | ' | ' | 2,967,143 | 336,974 | 2,925,601 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock warrants on a cashless basis exercised | ' | ' | ' | ' | ' | ' | ' | 11,399,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,250,000 | 968,750 | 5,180,400 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subscribers that entered stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Shares issued in Stock Purchase Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | 4,385,716 | ' | 9,469,548 | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 10,533 | ' |
Proceeds from sale of preferred stock, net of issuance costs | ' | 10,227,079 | 1,000,000 | ' | 14,511,475 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 10,200,000 | ' |
Number of shares of common stock to be acquired for warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | 4,144,320 | 1,036,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | 12,639,600 |
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.45 | ' | ' | ' | ' | ' |
Number of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.41 | ' | ' | ' | $0.22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total value of option | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,155 | ' | ' | ' | 1,109,441 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 773,371 | ' | 1,912,867 |
Assumptions used to calculate fair value of the warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | 105.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | 86.00% |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '3 years |
Risk free interest rate (annual) (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.98% | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.88% | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock in connection with the acquisition of mineral rights (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acres of Property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock and warrants private placement | ' | ' | ' | ' | ' | 3,124,950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to placement agent in connection with sale of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 234,375 | ' | ' | 303,030 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to placement agent (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,212 | ' | ' | ' | ' | ' | ' |
Consideration paid for placement agent services | ' | ' | ' | 370,583 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant settlement expense | ' | 45,484 | 4,883,196 | ' | 9,727,680 | ' | 45,484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant cancelled (in shares) | ' | ' | ' | ' | ' | ' | 3,446,748 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 127,015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock repurchased | ' | $44,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $44,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET_LOSS_PER_COMMON_SHARE_Deta
NET LOSS PER COMMON SHARE (Details) (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Numerator: | ' | ' | ' |
Loss from continuing operations available to common stockholders | ($18,205,047) | ($51,776,676) | ' |
Loss from discontinued operations | $0 | ($50,298) | $802,367 |
Denominator: | ' | ' | ' |
Denominator for basic and diluted loss per share (in shares) | 272,620,776 | 219,530,283 | 229,376,312 |
Loss per common share, basic and diluted: | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.07) | ($0.24) | ($0.37) |
Loss from discontinued operations (in dollars per share) | $0 | $0 | $0 |
NET_LOSS_PER_COMMON_SHARE_Deta1
NET LOSS PER COMMON SHARE (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive securities excluded from the computation of diluted shares outstanding | ' | ' |
Common stock equivalents | 92,699,621 | 51,553,779 |
Stock options | ' | ' |
Antidilutive securities excluded from the computation of diluted shares outstanding | ' | ' |
Common stock equivalents | 32,900,000 | 35,298,000 |
Stock Warrants | ' | ' |
Antidilutive securities excluded from the computation of diluted shares outstanding | ' | ' |
Common stock equivalents | 26,244,621 | 16,255,779 |
Convertible preferred stock | ' | ' |
Antidilutive securities excluded from the computation of diluted shares outstanding | ' | ' |
Common stock equivalents | 33,555,000 | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 12 Months Ended | 28 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 03, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 01, 2011 | Aug. 31, 2011 | |
Empire | Empire | Empire | Empire | Empire | ||||
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% | ' | ' | ' | ' |
Price for the sale | ' | ' | ' | $500,000 | ' | ' | ' | ' |
Senior Promissory Note, issued by CII, interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Revenues | ' | ' | ' | ' | 0 | ' | ' | ' |
Cost of sales | ' | ' | ' | ' | 0 | ' | ' | ' |
Gross profit (loss) | ' | ' | ' | ' | 0 | ' | ' | ' |
Operating and other non-operating expenses | ' | ' | ' | ' | 0 | -50,298 | ' | ' |
Loss from discontinued operations | ' | ' | ' | ' | 0 | -50,298 | ' | ' |
Gain from sale of sports and entertainment business | ' | ' | ' | ' | 0 | ' | ' | ' |
Loss from discontinued operations | $0 | ($50,298) | $802,367 | ' | $0 | ($50,298) | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
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 | ' |
Future minimum rental payments | ' | ' | ' |
2014 | ' | 46,207 | ' |
2015 and thereafter | ' | 15,535 | ' |
Total | ' | 61,742 | ' |
Rent Expense | ' | 45,012 | 28,050 |
Future minimum lease payments under mining leases | ' | ' | ' |
2014 | ' | 10,000 | ' |
2015 | ' | 10,000 | ' |
2016 | ' | 20,000 | ' |
2017 | ' | 25,000 | ' |
2018 | ' | 25,000 | ' |
Thereafter | ' | 117,500 | ' |
Total | ' | 207,500 | ' |
The cash outflow for the payments of mining lease made by the entity. | ' | $25,000 | $10,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES | ' | ' |
Net operating loss carryforward for tax purposes | $28,900,000 | ' |
Differences between the Company's effective tax rate and the statutory federal rate | ' | ' |
Tax benefit computed at "expected" statutory rate | -4,795,151 | -16,695,036 |
State income taxes, net of benefit | 0 | ' |
Permanent differences : | ' | ' |
Stock based compensation and consulting | 866,305 | 240,786 |
Prior year true-ups | -439,456 | ' |
Loss (gain) from change in fair value of derivative liability | ' | 494,700 |
Amortization of debt discount, deferred financing cost, and other non-cash interest | ' | 3,768,000 |
Stock based settlement expense | ' | 1,660,300 |
Loss on extinguishment of debts | ' | 1,621,700 |
Other | -17,014 | 55,334 |
Increase in valuation allowance | 4,385,316 | 8,854,216 |
Net income tax benefit | $0 | ' |
Differences between the Company's effective tax rate and the statutory federal rate | ' | ' |
Computed "expected" tax expense (benefit) (as a percent) | -34.00% | -34.00% |
State income taxes (as a percent) | 0.00% | 0.00% |
Permanent differences (as a percent) | 2.91% | 15.50% |
Change in valuation allowance (as a percent) | 31.09% | 18.50% |
Effective tax rate (as a percent) | 0.00% | 0.00% |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets: | ' | ' |
Net operating loss carryover | $9,812,057 | $6,694,996 |
Stock based compensation | 7,461,894 | 6,940,860 |
Stock held for sale | ' | -1,131,290 |
Depreciable and depletable assets | -469,134 | 1,145,470 |
Mining explorations | 620,492 | 836,910 |
Capital loss carryforward | 1,482,863 | 271,490 |
Other | -6,800 | -228,780 |
Less: valuation allowance | -18,914,972 | -14,529,656 |
Net deferred tax asset | ' | ' |
Increase in valuation allowance | $4,400,000 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 2 Months Ended | |
Aug. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Convertible Series E Preferred Stock | Subsequent event | Subsequent event | |
Convertible Series E Preferred Stock | Common Stock | ||
Subsequent events | ' | ' | ' |
Number of share of preferred stock converted in common shares | ' | 1,473 | ' |
Aggregate number of common shares issued upon conversion | ' | ' | 4,419,000 |
Number of common shares issued upon conversion | 3,000 | ' | 3,000 |
Conversion price per share of common stock (in dollars per share) | $0.33 | ' | $0.33 |