Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Lone Star Gold, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001464865 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 103,275,067 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $0 | $0 |
Prepaid expense | 4,179 | 152 |
Total current assets | 4,179 | 152 |
Property and equipment, net | 31,333 | 38,353 |
Mining assets | 179,300 | 179,300 |
Total assets | 214,812 | 217,805 |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ' | ' |
Accounts payable | 109,495 | 90,372 |
Accrued liabilities | 50,603 | 110,216 |
Note payable | 45,778 | 50,000 |
Derivative liability | 144,585 | 30,555 |
Due to related party | 38,910 | 38,910 |
Total current liabilities | 389,371 | 320,053 |
Total liabilities | 389,371 | 320,053 |
Commitments | ' | ' |
Shareholders' deficit: | ' | ' |
Common stock, 150,000,000 shares authorized, $0.001 par value; 100,804,663 and 89,994,663 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 100,805 | 89,995 |
Additional paid-in capital | 4,637,369 | 3,497,642 |
Deficit accumulated during the exploration stage | -4,893,046 | -3,671,447 |
Total Lone Star Gold, Inc. shareholders' deficit | -154,872 | -83,810 |
Noncontrolling interest in subsidiary | -19,687 | -18,438 |
Total Shareholders' equity (deficit) | -174,559 | -102,248 |
Total Liabilities and shareholders' equity (deficit) | $214,812 | $217,805 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Parentheticals | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 100,804,663 | 89,994,663 |
Common Stock, shares outstanding | 100,804,663 | 89,994,663 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 70 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' | ' |
Revenue | $0 | $0 | $0 | $0 | $0 |
Operating Expenses | ' | ' | ' | ' | ' |
General and administrative | 60,489 | 94,221 | 266,475 | 310,137 | 1,238,168 |
Exploration costs | 0 | 10,000 | 24,500 | 475,196 | 1,072,893 |
Management fees | 279,999 | 279,999 | 863,697 | 839,997 | 2,540,147 |
Total Operating Expenses | -340,488 | -384,220 | -1,154,672 | -1,625,330 | -4,851,208 |
Loss from operations | -340,488 | -384,220 | -1,154,672 | -1,625,330 | -4,851,208 |
Other income (expense) | ' | ' | ' | ' | ' |
Interest (expense) | -124,960 | -252 | -92,266 | -274 | -92,540 |
Interest income | 0 | 0 | 0 | 0 | 9,839 |
Change in derivative liability | 114,038 | -1,732 | 24,090 | -1,732 | 14,515 |
Gain on settlement of note receivable | 0 | 0 | 0 | 0 | 5,161 |
Total other income (expense) | -10,922 | -1,984 | -68,176 | -2,006 | -63,025 |
Loss before income taxes | -351,410 | -386,204 | -1,222,848 | -1,627,336 | -4,914,233 |
Provision for income tax | 0 | 0 | 0 | 0 | 0 |
Net Loss for period | -351,410 | -386,204 | -1,222,848 | -1,627,336 | -4,914,233 |
Net loss attributable to noncontrolling interest | 416 | 416 | 1,249 | 1,757 | 21,187 |
Net loss attributable to Lone Star Gold, Inc. | ($350,994) | ($385,788) | ($1,221,599) | ($1,625,579) | ($4,893,046) |
Net Loss Per Share - Basic and Diluted | $0 | $0 | ($0.01) | ($0.02) | ' |
Weighted Average Common Shares Outstanding | 100,804,663 | 89,335,171 | 98,688,399 | 89,733,887 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 70 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating Activities: | ' | ' | ' |
Net loss. | ($1,222,848) | ($1,627,336) | ($4,914,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 7,020 | 7,020 | 17,844 |
Stock based compensation expense | 749,997 | 749,997 | 2,349,967 |
Shares issued for exploration expenses | 0 | 0 | 429,250 |
Amortization of debt discount | 45,778 | 0 | 45,778 |
Change in derivative liability. | -24,090 | 1,732 | -14,515 |
Gain on redemption of common stock | 0 | 0 | -5,161 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other | 31,093 | 2,087 | 30,941 |
Interest receivable | 0 | 0 | -9,839 |
Accounts payable and accrued liabilities | -40,490 | 75,774 | 160,098 |
Net Cash Used in Operating Activities | -453,540 | -790,726 | -1,909,870 |
Investing Activities: | ' | ' | ' |
Note receivable extended to Related Party | 0 | 0 | -585,000 |
Purchases of property and equipment | 0 | 0 | -49,177 |
Purchases of mining assets | 0 | -75,000 | -100,000 |
Net Cash Used in Investing Activities | 0 | -75,000 | -734,177 |
Financing Activities: | ' | ' | ' |
Proceeds from advances - related party | 0 | 0 | 56,484 |
Proceeds from sale of common stock | 375,000 | 600,000 | 2,459,025 |
Proceeds from issuance of notes payable | 103,000 | 50,000 | 153,000 |
Repayments of notes payable | -24,460 | 0 | -24,460 |
Redemption of shares | 0 | -2 | -2 |
Net Cash Provided by Financing Activities | 453,540 | 649,998 | 2,644,047 |
Net change in cash | 0 | -215,728 | 0 |
Cash - Beginning of Period | 0 | 215,737 | 0 |
Cash - End of Period | 0 | 9 | 0 |
Supplemental Disclosures | ' | ' | ' |
Interest paid | 0 | 0 | 0 |
Income taxes paid | 0 | 0 | 0 |
Non Cash transactions: | ' | ' | ' |
Exchange of notes receivable for redemption of common stock | 0 | 0 | 600,000 |
Shares issued for mining assets | 0 | 79,300 | 79,300 |
Forgiveness of advances - related party | 0 | 0 | 17,574 |
Derivative liability of price protection feature | 0 | 20,980 | 20,980 |
Issuance of non-controlling interest for subscription receivable | 0 | 0 | 1,500 |
Repayment of note payable and accrued interest by a shareholder | $25,540 | $0 | $25,540 |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business | 9 Months Ended |
Sep. 30, 2013 | |
Nature of Operations and Continuance of Business | ' |
Nature of Operations and Continuance of Business | ' |
1. Nature of Operations and Continuance of Business | |
Lone Star Gold, Inc. (the “Company” or “Lone Star”), formerly known as Keyser Resources, Inc., was incorporated in the State of Nevada on November 26, 2007. The Company is an Exploration Stage Company as defined by Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. | |
On January 26, 2012, the Company, acting through a subsidiary, Amiko Kay, S. de R.L. de C.V., a company organized under the laws of Mexico (“Amiko Kay”), entered into a Joint Venture Agreement (the “JV Agreement”) with Miguel Angel Jaramillo Tapia (“Jaramillo”), a resident of Mexico. Under the JV Agreement, Amiko Kay and Jaramillo agreed to process mine tailings located in the city of Hidalgo Del Parral in the state of Chihuahua, Mexico (the “Tailings”), and, after processing, to use, market and sell any minerals extracted from the Tailings. The Company owns 99% of the issued and outstanding membership interests of Amiko Kay. The JV Agreement provides Amiko Kay the right to receive 65% of the net revenues from the sale of any materials extracted from the Tailings. The Company is accounting for the activities under the JV Agreement as a collaborative arrangement as defined by ASC 808. As a result, acquisition costs related to the JV Agreement have been capitalized and all other expenditures by the Company related to the JV Agreement have been expensed as incurred as exploration costs. This is in accordance with the Company’s Mineral Property Cost Accounting Policy. For the nine months ended September 30, 2013, the Company has recognized $10,000 of costs associated with the collaborative arrangement, which are included in Exploration Costs. | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and other investors, the ability of the Company to obtain any necessary financing to continue operations, and the attainment of profitable operations. As at September 30, 2013, the Company has accumulated losses of $4,893,046 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
The unaudited financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012, and for the period November 26, 2007 (inception) to September 30, 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows for the periods ended September 30, 2013 and 2012, and for the period November 26, 2007 (inception) to September 30, 2013. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2013. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2012 as included in our Form 10-K filed with the Securities and Exchange Commission. | |
Principles of consolidation | |
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transations | ' |
Related Party Transactions | ' |
2. Related Party Transactions | |
All related party transactions are recorded at the exchange amount which is the value established and agreed to by the related party. | |
An advance from Maurice Bideaux, former chief executive officer and director, in the amount of $38,910, remains unpaid. | |
As of September 30, 2013, the Company’s two largest shareholders, Dan Ferris and John G. Rhoden, own 7,504,954 and 22,500,000 shares of Common Stock, representing 7.45% and 22.32%, respectively, of the issued and outstanding shares of Common Stock. | |
On January 13, 2012, the Company agreed to redeem 22,500,000 shares of common stock, 0.001 par value, of the Company (“Common Stock”) held by Mr. Rhoden for total consideration of $1.00. The stock transfer agent has not yet recorded the redemption of the stock formerly owned by Mr. Rhoden due to a delay caused by his inability to locate and deliver one of his stock certificates. However, the number of issued and outstanding shares reported by the Company in this Quarterly Report gives effect to this redemption. | |
In May 2013, the holder of a note payable, which was secured by 3,750,000 shares of the Company owned by Mr. Ferris, exercised his right to foreclose on the shares and accept them as repayment of the note and related interest, which had a total remaining balance of $25,540 at the time of notice. |
Debt
Debt | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt | ' | ||||||||
Debt | ' | ||||||||
3. Debt | |||||||||
Debt as of September 30, 2013 and December 31, 2012 consists of the following: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Description | |||||||||
Notes payable | |||||||||
In June 2012 the Company entered into a secured note agreement with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (“Fairhills”), in the principal amount of $50,000 at an annual interest rate of 2%. Principal and accrued and unpaid interest was due on December 24, 2012, which was verbally extended until December 24, 2013. The Note is secured by 3,750,000 shares of Common Stock owned by Dan Ferris, our President and sole director. On November 12, 2012, Fairhills transferred all rights and obligations under the Note to Deer Valley Management, LLC ("Deer Valley"). In March 2013, the Company paid $25,000 to Deer Valley to pay down the outstanding balance on its loan. In May 2013, the remaining $25,000 balance due on this loan was repaid by a shareholder. | $ | - | $ | 50,000 | |||||
Convertible note payable | |||||||||
In June 2013, the Company borrowed $50,000 from KVM Capital Partners LLC, the repayment of which is to be made on the following terms: (a) the unpaid principal amount accrues interest at the rate of eight percent (8%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon will be due and payable on December 15, 2013, and (c) any portion of the unpaid principal and accrued but unpaid interest may be prepaid by the Company, without penalty. The proceeds of the loan will be used to make certain payments relating to the Company's mine tailings joint venture in Chihuahua, Mexico, and for general operating expenses. The note is convertible into 4,761,905 shares of the Company’s common stock. The Company recorded a discount related to the bifurcation of the derivative liability. The conversion price shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). "Market Price" means the average of the lowest three (3) Trading Price for the Common Stock during the tenth (10) trading day period ending the latest complete trading day prior to the conversion date. | $ | 50,000 | $ | - | |||||
In August 2013, the Company borrowed $53,000 from Asher Enterprises, Inc., the repayment of which is to be made on the following terms: (a) the unpaid principal amount accrues interest at the rate of eight percent (8%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon will be due and payable on December 15, 2013, and (c) any portion of the unpaid principal and accrued but unpaid interest may be prepaid by the Company, without penalty. The note is convertible into 15,500,000 shares of the Company’s common stock. The Company recorded a discount related to the beneficial conversion feature of the loan. | 53,000 | - | |||||||
Less: Discount | (103,000 | ) | - | ||||||
Add: Amortization of discounts | 45,778 | - | |||||||
Total convertible notes payable, net of discount | $ | 45,778 | $ | 50,000 |
Equity
Equity | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Equity: | ' | |||||||||||||||
Equity | ' | |||||||||||||||
4. Equity | ||||||||||||||||
On April 30, 2012, the Company entered into an Investment Agreement (as amended, the “Fairhills Investment Agreement”) with Fairhills pursuant to which Fairhills agreed to purchase shares of Common Stock for an aggregate purchase price of up to $15,000,000. Fairhills assigned their interest in the Fairhills Investment Agreement to Deer Valley Management, LLC ("Deer Valley") on November 12, 2012. During Q1 and Q2 of 2013, the Company exercised its right pursuant to the Fairhills Investment Agreement with Deer Valley, as successor-in-interest to Fairhills, to require Deer Valley to purchase additional shares of the Company’s Common Stock. The total amount of these six puts is $360,000. There was an additional put exercised in December 2012, the amount of which is $15,000 whose shares were not issued until 2013 as well. The total of these six put shares issuances resulted in 10,810,000 shares being issued in 2013 for proceeds of $375,000. On June 26, 2013, the Fairhills Investment Agreement was terminated. | ||||||||||||||||
On June 27, 2013 the Company entered into an Investment Agreement (the “KVM Investment Agreement”) with KVM Capital Partners, LLC (“KVM”) whereby KVM agreed to purchase up to $5 million of the Company’s common stock over a period of up to 36 months. In connection with the KVM Investment Agreement, the Company also entered into a Registration Rights Agreement with KVM pursuant to which the Company was obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the 30,000,000 shares of common stock underlying the KVM Investment Agreement. On October 15, 2013, the registration statement filed with the SEC by the Company on Form S-1, pursuant to the Registration Rights Agreement with KVM, was declared effective. | ||||||||||||||||
A summary of warrant activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Weighted | ||||||||||||||||
Weighted | average | |||||||||||||||
Average | remaining | Aggregate | ||||||||||||||
Exercise | contractual | Intrinsic | ||||||||||||||
Warrants | Price | life (years) | Value | |||||||||||||
Outstanding December 31, 2012 | 200,000 | $ | 1.2 | |||||||||||||
Granted | - | - | ||||||||||||||
Exercised | - | - | ||||||||||||||
Forfeited or cancelled | - | - | ||||||||||||||
Expired | - | - | ||||||||||||||
Outstanding September 30, 2013 | 200,000 | $ | 1.2 | 0.83 | $ | 59,467 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2013 | |
Commitments: | ' |
Commitments | ' |
5. Commitments | |
On October 31, 2011, the Company entered into an agreement with a consultant to perform consulting services as requested by the Company. The contract calls for the consultant to receive $15,000 upon execution of the agreement, $5,000 per month through the term of the agreement, and a one-time grant of 150,000 restricted shares of the Company's $0.001 par value common stock. The fair market value of the common stock on the date of grant was $124,500. The term of the original agreement was one year and the agreement is currently being renewed on a month to month basis. This contract was terminated on April 1, 2013. | |
La Candelaria Property | |
On May 31, 2011, Metales HBG, S.A. de C.V. (“Metales”), a company organized under the laws of Mexico, was formed. The Company owns 70% of the issued and outstanding shares of capital stock and the remaining 30% of the issued and outstanding capital stock of Metales is owned by Homero Bustillo Gonzalez (“Gonzalez”). On June 10, 2011, Gonzalez assigned to Metales eight gold and silver mining concessions (the “Concessions”) related to the “La Candeleria” property located in the town of Guachochi, in the state of Chihuahua, Mexico. The Concessions cover 800 hectares, or approximately 1,976 acres. | |
On August 17, 2011, in connection with its investment in Metales and the exploration and development of the Concessions, the Company, American Gold Holdings, Ltd. (“American Gold”) and Gonzalez executed an Assignment Agreement (the “Assignment Agreement”) pursuant to which American Gold assigned all of its right and interest in and to a Letter of Intent between American Gold and Gonzalez, and an Option to Purchase Agreement between American Gold and Gonzalez dated January 11, 2011 (the “Option Agreement”) and Company assumed all of the duties and obligations of American Gold under the Letter of Intent and the Option Agreement. Pursuant to the Assignment Agreement, the Company, either alone or through Metales, is obligated to fund $150,000 per year of development costs for three years, for a total of $450,000. The Company funded $14,500 and $60,195 during the work periods ending January 11, 2014 and 2013, respectively. In addition, for the nine months ended September 30, 2013, the Company did not pay Gonzalez any additional funds, in accordance with its oral agreement with him reached in January 2013. | |
Gonzalez retains a 2% Net Smelter Returns Royalty on the Concessions. Metales is obligated to undertake work necessary to bring the existing geological survey on the property up to NJ 43-101 standards. The Company has granted anti-dilution rights to Gonzalez, such that the Company must allow Gonzalez the opportunity to maintain his percentage stock ownership in the Company until the date on which the Company has complied fully with its obligations under the Option Agreement or January 11, 2014, whichever comes first. Gonzalez has waived the exercise of his anti-dilution rights with respect to issuances of Common Stock to North American under the Option Agreement. In addition, the Company is obligated to issue 1,000,000 shares of its Common Stock to Gonzalez upon the discovery of a 1 million-ounce equivalent gold deposit, as defined by industry standards as set forth by a recognized exchange in North America. Finally, if the Company fails to comply with all its obligations under the Option Agreement before January 11, 2014, the Option Agreement will terminate and the Company will be obligated to return the Concessions to Gonzalez. In January 2013, the Company and Gonzalez verbally agreed to place the work commitments on hold. Per the verbal agreement between the Company and Gonzalez, all payments have been put on hold until such time as the Company has sufficient capital to continue the project. | |
Employment Agreement | |
On July 12, 2011, the Company entered into an Employment Agreement with Dan M. Ferris regarding his position as President of the Company. The Employment Agreement has an initial term of three years, and after the initial term will automatically renew for successive one-year periods until terminated in accordance with the Agreement (the “Term”). Mr. Ferris will be paid a base salary of $120,000 per year during the Term. Mr. Ferris will also be entitled to receive 3,000,000 shares of Common Stock, which will be issued in three equal increments of 1,000,000 shares over the first 3 years of the Term. The shares of Common Stock will not be registered under the Securities Act, and will be subject to restrictions on transfer. Therefore, Mr. Ferris will receive 1,000,000 shares of Common Stock on July 12 of each of the years 2012, 2013, and 2014. The Employment Agreement may be terminated voluntarily by either party upon 30 days written notice, upon Mr. Ferris’ death or disability, by mutual agreement at the end of the Term, or at any time for “cause” by the Company. If Mr. Ferris’ employment is terminated for “cause”, or if he voluntarily resigns, then he will not be entitled to receive any shares of Common Stock that have not been issued as of the date of resignation or termination. If Mr. Ferris’ employment is terminated for any other reason, he will be entitled to receive the full 3,000,000 shares of Common Stock. The Employment Agreement defines “cause” as the willful and continued failure by Ferris to perform his duties under the Employment Agreement, conviction of a felony, or engaging in conduct that is contrary to the best interests of the Company or adversely affects the Company’s reputation. The fair market value of the stock grant on the date of the Employment Agreement was $3,000,000 based on the fair market value at the time of the agreement. The Company recognized $249,999 and $749,997 in expense related to the stock grant during the three and nine month periods ended September 30, 2013, respectively. | |
Tailings Project | |
On January 26, 2012, the Company, acting through its subsidiary, Amiko Kay, entered into the JV Agreement Jaramillo. Under the JV Agreement, Amiko Kay and Jaramillo agreed to process the Tailings and, after processing, to use, market and sell any minerals extracted from the Tailings. The Company owns 99% of the issued and outstanding membership interests of Amiko Kay. | |
The Tailings consist of approximately 1.2 million tons of mine tailings from previous mining activity in the Chihuahua area over the last 100 years or more. Mine tailings represent the refuse remaining after ore has been processed. Through the JV Agreement, Amiko Kay and Jaramillo intend re-process the mine tailings heap to extract minerals that were not extracted during the initial processing, and to market and sell any minerals extracted from the Tailings. | |
As consideration for Jaramillo’s contribution of the right to process the Tailings to the Joint Venture, the Company has paid Jaramillo $100,000 to date. In addition, the Company agreed to pay Jaramillo an additional $200,000 no later than January 26, 2013. In January 2013, the Company and Jaramillo entered into a verbal agreement to delay the payment, and as of the date of this filing the payment has not been made. | |
In addition, the Company or Amiko Kay has agreed to fund an amount up to $1,000,000 (the “Work Commitment”) for the benefit of the JV Agreement over its first two years, as follows: | |
(a) $250,000 within the first year of the JV Agreement for the purchase of used heavy equipment, miscellaneous equipment and materials for processing the Tailings, and taxes, permits, and general operating expenses. | |
(b) $750,000 within the second year of the JV Agreement for the construction of a heap leach system and floatation plant on the property. | |
The Company may make an additional $250,000 available to the JV Agreement, if additional processing equipment is justified and required to maximize the liberation of precious metals in the Tailings material. As of September 30, 2013, none of the aforementioned funds have been paid. | |
As further consideration, the Company is obligated to issue 600,000 shares of the Common Stock to Jaramillo. To date, the Company has issued 300,000 shares of Common Stock to Jaramillo and anticipates issuing the remaining 300,000 shares in the second half of 2013. The shares of Common Stock will be restricted shares and carry current and appropriate legends to that effect. | |
Jaramillo manages the day-to-day affairs of processing the Tailings, selling the minerals extracted from the Tailings (“Extracted Minerals”), and other activities contemplated by the JV Agreement. Jaramillo will pay all expenses associated with the processing of the Tailings, the sale of any Extracted Minerals from the Tailings, and other obligations of the JV Agreement, initially, from the funds received under the Work Commitment and, eventually, from revenues from operations. All net revenues from the sale of any Extracted Minerals or other sources, after deducting expenses, will be distributed and paid monthly, with 65% of the net revenues paid to Amiko Kay and 35% of the net revenues paid to Jaramillo. It is anticipated that the portion to be paid to Amiko Kay will be paid directly to the Company. Jaramillo will provide a monthly accounting of all revenues and expenses associated with the operations of the JV Agreement. | |
Title to the property and the Tailings will remain in Jaramillo’s name. Jaramillo will be responsible for obtaining all permits, approvals and authorizations associated with the processing of the Tailings. He is also responsible for causing the project to comply with all applicable laws, rules and regulations, and to maintain insurance on the property. Amiko Kay will have access to the property and the Tailings at all times during the term of the JV Agreement. | |
Amiko Kay and Jaramillo will mutually develop plans and programs to process the Tailings. Jaramillo will prepare a detailed budget setting forth the expenses to be paid under the Work Commitment, which will be approved by Amiko Kay. Finally, Jaramillo will provide quarterly financial reports to Amiko Kay. | |
If either party defaults under the JV Agreement, the defaulting party’s rights to participate in the JV Agreement will be immediately suspended, and the defaulting party will have no right to share in the revenues of the JV Agreement until the breach is cured. If the defaulting party is Jaramillo, then Amiko Kay may perform the duties of Jaramillo under the Agreement. The nondefaulting party may also sue for damages incurred as a result of the event of default. | |
The JV Agreement will terminate upon completion of processing the Tailings, as determined by Amiko Kay in its sole discretion. If Jaramillo materially breaches the JV Agreement, Amiko Kay may terminate the JV Agreement upon 30 days notice to Jaramillo. Jaramillo has no right to terminate the JV Agreement before the processing of the Tailings is complete. | |
Jaramillo provides independent consulting services to the Company on the La Candelaria project and acts as Vice President of Exploration on the La Candelaria project (although he is not an executive officer or employee, of the Company, Metales or the Amiko Kay). | |
Under the JV Agreement, the Company is obligated to fund $250,000 for the benefit of the operations under the JV Agreement before January 26, 2013, under the Work Commitment established for the Tailings Project. For the year ended December 31, 2012, the Company made payments totaling $250,000 pursuant to the Work Commitment. For the three and nine months ended September 30, 2013, the Company made payments totaling $0 and $10,0000 towards the second year Work Commitment, respectively. | |
Approximately 6,000 tons of the Tailings material has been sent to the processing plant in Parral, Mexico (the "Parral Plant"). As of the date of this Quarterly Report, this shipment has not been fully processed. The Parral Plant closed unexpectedly during the third quarter of 2012 and reopened in March 2013. It has operated sporadically since March 2013 and had not been able to operate on a consistent basis. Accordingly, the Company estimates that the Parral Plant has accumulated a one year backlog of tailings to process, and the Company does not believe it can rely on the Parral Plant to process a significant amount of the tailings in the foreseeable future. The Company has developed plans to build its own plant capable of processing 150 tons of tailings per day. The cost to build such a plant is estimated to be $1,000,000. The Company is actively seeking investors to fund the construction of a plant. Accordingly, the Company has no revenues from Tailings as of the date of this filing. | |
The Company is constructing a basic wash plant and jig circuit on the property on which the Tailings are located. The cost of the wash plant and jig circuit, if completed, is expected to be approximately $80,000. |
Derivative_Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Liability: | ' |
Derivative Liability | ' |
6. Derivative Liability | |
On September 14, 2012, the Company entered into a Securities Purchase Agreement, as amended, (the “Fairhills SPA”) with Fairhills pursuant to which the Company sold 653,595 shares of its $0.001 par value Common Stock (the “Shares”) to Fairhills for an aggregate purchase price of $50,000. The Fairhills SPA provides that in the event that the value of the Shares is less than $50,000 at the earlier of (a) the effective date of a registration statement or (b) such time as the Shares can be sold pursuant to Rule 144 (the “Triggering Date”), the Company shall issue additional shares of registered Common Stock to Fairhills (the “Additional Shares’) such that the total value of the Shares and the Additional Shares issued to Fairhills by the Company shall total $50,000 (the “Price Protection Clause”). | |
The Price Protection Clause gives rise to a derivative. We have measured this derivative at fair value and recognize the derivative value as a current liability and recorded the derivative value on our consolidated balance sheet. The derivative is valued primarily using models based on unobservable inputs that are supported by little to no market activity. These inputs represent management’s best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as Level 3. Changes in the fair values of the derivative are recognized in earnings in the current period. During the year ended December 31, 2012, the Company recorded a derivative liability of $20,980 related to the Price Protection Clause. At December 21, 2012, the effective date of the registration statement, the price protection feature was triggered and additional shares were valued at approximately $30,000. These additional shares have not been issued. On June 26, 2013, the Fairhills SPA was terminated. | |
On June 27, 2013, the Company entered into a new Securities Purchase Agreement with KVM Capital Partners, LLC (the “KVM SPA”) with essentially the same terms as the Fairhills SPA. Accordingly, the Company recorded a derivative liability related to the KVM SPA. Accordingly, a derivative liability of $67,039 has been recorded as of the end of the quarter ending September 30, 2013. The conversion price shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). "Market Price" means the average of the lowes three (3) Trading Price for the Common Stock during the tenth (10) trading day period ending the latest complete trading day prior to the conversion date. | |
On August 9, 2013, the Company entered into a new Promissory Note Agreement with Asher Enterprise Inc. with similar conversion feature as KVM SPA. Accordingly, the Company recorded a derivative liability related to the note. Accordingly, a derivative liability of $77,546 has been recorded as of the end of the quarter ending September 30, 2013. The conversion price shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%). "Market Price" means the average of the lowest three (3) Trading Price for the Common Stock during the twenty (20) trading day period ending the latest complete trading day prior to the conversion date. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events: | ' |
Subsequent events | ' |
7. Subsequent events | |
In October 2013, the Company issued 1,000,000 shares to the CEO in accordance with his employment agreement. | |
In October 2013, the Company issued 898,976 shares to a vendor in payment for services rendered. | |
In October 2013, the Company issued a put notice under the KVM Investment Agreement in the amount of $10,000 for 571,428 shares of the Company’s common stock. |
Schedule_of_Debt_Tables
Schedule of Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Schedule of Debt: | ' | ||||||||
Schedule of Debt | ' | ||||||||
Debt as of September 30, 2013 and December 31, 2012 consists of the following: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Description | |||||||||
Notes payable | |||||||||
In June 2012 the Company entered into a secured note agreement with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (“Fairhills”), in the principal amount of $50,000 at an annual interest rate of 2%. Principal and accrued and unpaid interest was due on December 24, 2012, which was verbally extended until December 24, 2013. The Note is secured by 3,750,000 shares of Common Stock owned by Dan Ferris, our President and sole director. On November 12, 2012, Fairhills transferred all rights and obligations under the Note to Deer Valley Management, LLC ("Deer Valley"). In March 2013, the Company paid $25,000 to Deer Valley to pay down the outstanding balance on its loan. In May 2013, the remaining $25,000 balance due on this loan was repaid by a shareholder. | $ | - | $ | 50,000 | |||||
Convertible note payable | |||||||||
In June 2013, the Company borrowed $50,000 from KVM Capital Partners LLC, the repayment of which is to be made on the following terms: (a) the unpaid principal amount accrues interest at the rate of eight percent (8%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon will be due and payable on December 15, 2013, and (c) any portion of the unpaid principal and accrued but unpaid interest may be prepaid by the Company, without penalty. The proceeds of the loan will be used to make certain payments relating to the Company's mine tailings joint venture in Chihuahua, Mexico, and for general operating expenses. The note is convertible into 4,761,905 shares of the Company’s common stock. The Company recorded a discount related to the bifurcation of the derivative liability. The conversion price shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). "Market Price" means the average of the lowest three (3) Trading Price for the Common Stock during the tenth (10) trading day period ending the latest complete trading day prior to the conversion date. | $ | 50,000 | $ | - | |||||
In August 2013, the Company borrowed $53,000 from Asher Enterprises, Inc., the repayment of which is to be made on the following terms: (a) the unpaid principal amount accrues interest at the rate of eight percent (8%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon will be due and payable on December 15, 2013, and (c) any portion of the unpaid principal and accrued but unpaid interest may be prepaid by the Company, without penalty. The note is convertible into 15,500,000 shares of the Company’s common stock. The Company recorded a discount related to the beneficial conversion feature of the loan. | 53,000 | - | |||||||
Less: Discount | (103,000 | ) | - | ||||||
Add: Amortization of discounts | 45,778 | - | |||||||
Total convertible notes payable, net of discount | $ | 45,778 | $ | 50,000 |
Summary_of_warrant_activity_fo
Summary of warrant activity for the nine months ended (Table) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Summary of warrant activity for the nine months ended | ' | |||||||||||||||
Summary of warrant activity for the nine months ended | ' | |||||||||||||||
A summary of warrant activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Weighted | ||||||||||||||||
Weighted | average | |||||||||||||||
Average | remaining | Aggregate | ||||||||||||||
Exercise | contractual | Intrinsic | ||||||||||||||
Warrants | Price | life (years) | Value | |||||||||||||
Outstanding December 31, 2012 | 200,000 | $ | 1.2 | |||||||||||||
Granted | - | - | ||||||||||||||
Exercised | - | - | ||||||||||||||
Forfeited or cancelled | - | - | ||||||||||||||
Expired | - | - | ||||||||||||||
Outstanding September 30, 2013 | 200,000 | $ | 1.2 | 0.83 | $ | 59,467 |
Nature_of_Operations_and_Conti1
Nature of Operations and Continuance of Business (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Nature of Operations and Continuance of Business {2} | ' |
costs associated with the collaborative arrangement, which are included in Exploration Costs. | $10,000 |
Nature_of_Operations_and_Conti2
Nature of Operations and Continuance of Business - Accumulated Losses (Details) (USD $) | Sep. 30, 2013 |
Nature of Operations and Continuance of Business - Accumulated Losses | ' |
Accumulated losses since inception | $4,893,046 |
Related_Party_Transactions_Sha
Related Party Transactions Shares held by principal shareholders (Details) (USD $) | Sep. 30, 2013 | 31-May-13 | Jan. 31, 2012 |
Related Party Transactions Shares held by principal shareholders | ' | ' | ' |
An advance from Maurice Bideaux, former chief executive officer and director | $38,910 | ' | ' |
Dan Ferris, own shares of representing 7.45% | 7,504,954 | ' | ' |
John G. Rhoden, own shares of representing 22.32% | 22,500,000 | ' | ' |
Representing Common stock of Dan Ferris | 6.45% | ' | ' |
representing Common stock of John G. Rhoden | 19.35% | ' | ' |
Common stock redeemed total consideration | ' | ' | 1 |
common stock par value | ' | ' | $0.00 |
Common stock shares held by Mr.Ferris after redemption | ' | ' | 3,750,000 |
Common stock shares Redeemed held by Mr.John G Rhoden | ' | ' | 22,500,000 |
Total remaining balance at the time of notice. | ' | ' | 22,540 |
Note payable,secured by shares of the Company owned by Mr. Ferris | ' | 3,750,000 | ' |
Repayment of the note and related interest total remaining balance | ' | $25,540 | ' |
Debt_Consists_of_the_following
Debt Consists of the following (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Consists of the following | ' | ' |
Notes payable, | ' | $50,000 |
Convertible note payable, | 50,000 | ' |
Discount related to the beneficial conversion feature of the loan | 53,000 | ' |
Discount | -103,000 | ' |
Amortization of discounts | 45,778 | ' |
Total convertible notes payable, net of discount | $45,778 | $50,000 |
Notes_payable_Parentheticals_D
Notes payable Parentheticals (Details) (USD $) | Aug. 31, 2013 | Jun. 30, 2013 | 31-May-13 | Mar. 31, 2013 | Jun. 30, 2012 |
Notes payable Parentheticals | ' | ' | ' | ' | ' |
Principal amount of notes payable | ' | ' | ' | ' | $50,000 |
Annual interest rate of notespayable | ' | ' | ' | ' | 2.00% |
Note is secured by shares of Common Stock owned by Dan Ferris | ' | ' | ' | ' | 3,750,000 |
Amount paid for note payable | ' | ' | 25,000 | 25,000 | ' |
Principal amount of Convertible note payable | ' | 50,000 | ' | ' | ' |
Annual interest rate of Convertible note payable | ' | 8.00% | ' | ' | ' |
Borrowed from Asher Enterprises | $53,000 | ' | ' | ' | ' |
Unpaid principal amount accrues interest at the rate | 8.00% | ' | ' | ' | ' |
Note is convertible into shares of the common stock | 15,500,000 | ' | ' | ' | ' |
Equity_Transaction_Details
Equity Transaction (Details) (USD $) | Jun. 27, 2013 | Dec. 31, 2012 | Apr. 30, 2012 |
Equity Transaction: | ' | ' | ' |
Fairhills agreed to purchase shares of Common Stock for an aggregate purchase price of up to | ' | ' | $15,000,000 |
The total amount of these six puts is | ' | ' | 360,000 |
Amount of which shares were not issued | ' | 15,000 | ' |
The total of these six put shares issuances resulted in shares being issued | ' | ' | 10,810,000 |
proceeds shares being issued | ' | ' | 375,000 |
KVM agreed to purchase Company's common stock in millions | $5 | ' | ' |
Over a period of months | 36 | ' | ' |
Resale of the shares of common stock underlying the KVM Investment Agreement. | 30,000,000 | ' | ' |
Summary_of_warrant_activity_De
Summary of warrant activity (Details) (USD $) | Warrants | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate Intrinsic value |
Outstanding at Dec. 31, 2012 | 200,000 | 1.2 | 0 | 0 |
Granted | 0 | 0 | ' | ' |
Exercised | 0 | 0 | ' | ' |
Forfeited or cancelled | 0 | 0 | ' | ' |
Expired | 0 | 0 | ' | ' |
Outstanding at Sep. 30, 2013 | 200,000 | 1.2 | 0.83 | 59,467 |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 14, 2012 |
Derivative Liability. | ' | ' | ' |
Common stock issued under purchase agreement to Fairhills | ' | ' | 653,595 |
Common Stock Shares, par value. | ' | ' | $0.00 |
Aggregate Purchase Price of the common stock | ' | ' | $50,000 |
Additional shares of registered Common Stock | ' | ' | 50,000 |
Derivative Liability, Recorded Amount | ' | 20,980 | ' |
Value of Additional shares | ' | 30,000 | ' |
Derivative liability recorded as of the end of the quarter | 67,039 | ' | ' |
Promissory Note Agreement recorded a derivative liability related to the note | $77,546 | ' | ' |
Consultant_agreement_Details
Consultant agreement (Details) (USD $) | Oct. 31, 2011 |
Consultant agreement | ' |
Amount payable upon execution of the agreement | $15,000 |
Amount payable per month through the term of the agreement | 5,000 |
Restricted shares of the Company issued | 150,000 |
par value common stock | $0.00 |
Value of the common stock on the date of grant | $124,500 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 31-May-11 |
Commitments and Contingencies. | ' |
Percentage of company ownership in capital stock of Metales | 70.00% |
Percentage of capital stock issued to Gonzalez | 30.00% |
Commitments_Employment_Agreeme
Commitments Employment Agreement (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Jul. 12, 2012 | |
Commitments Employment Agreement: | ' | ' | ' |
Employment Agreement, initial term | ' | ' | 3 |
Employment Agreement, automatic renewal period | ' | ' | 1 |
Employment Agreement, base salary per year | ' | ' | $120,000 |
Employment Agreement, shares entitled to receive | ' | ' | 3,000,000 |
Employment Agreement, number of shares issued in three equal increments | ' | ' | 1,000,000 |
Employment Agreement, termination notice period in days | ' | ' | 30 |
Employment Agreement, fair market value of stock | ' | ' | 3,000,000 |
Employment Agreement, expense related to stock grant recognized during period | $249,999 | $749,997 | ' |
Recovered_Sheet1
Commitments and contingencies - Tailings Project (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 26, 2012 | Dec. 05, 2011 | |
Commitments and contingencies -Tailings Project: | ' | ' | ' | ' | ' |
Ownership interest as per JV Agreement with Jaramillo % of issued and outstanding membership interests of Amiko Kay | ' | ' | ' | 99.00% | ' |
Amount of mine tailings as per JV Agreement with Jaramillo | ' | ' | ' | 1,200,000 | ' |
Mine tailings previous activity period | ' | ' | ' | 100 | ' |
Payment made to joint venture | ' | ' | $250,000 | $200,000 | $75,000 |
Work commitment, total | ' | ' | ' | 1,000,000 | ' |
Work commitment, period | ' | ' | ' | 2 | ' |
Work commitment, within the first year of the Joint Venture | ' | ' | ' | 250,000 | ' |
Work commitment, within the second year of the Joint Venture | ' | ' | ' | 750,000 | ' |
Additional Commitment to joint venture | ' | ' | ' | 250,000 | ' |
Common shares issued | ' | ' | ' | 600,000 | ' |
shares of Common Stock, which have been issued to Jaramillo. | ' | ' | ' | 100,000 | ' |
shares of Common Stock within 6 months of signing the JV Agreement, which was issued in June 2012. | ' | ' | ' | 200,000 | ' |
shares of Common Stock within 12 months of signing the JV Agreement (these shares will be issued in April 2013). | ' | ' | ' | 300,000 | ' |
Joint Venture, net revenues distribution percentage to Amiko Kay | ' | ' | ' | 0.65 | ' |
Joint Venture, net revenues distribution percentage to Jaramillo | ' | ' | ' | 0.35 | ' |
Amount paid toward Work Commitment | ' | ' | 250,000 | 260,000 | ' |
Pursuant to the Work Commitment payments totaling | 0 | 100,000 | ' | ' | ' |
Amount funded for the benefit of operations under the JV Agreement | ' | ' | 250,000 | ' | ' |
Approximate tons of the Tailings material has been sent to the processing plant in Parral, Mexico | ' | ' | 6,000 | ' | ' |
The cost of the wash plant and jig circuit, to be approximately . | ' | ' | $80,000 | ' | ' |
Subsequent_events_Transactions
Subsequent events Transactions (Details) (USD $) | Oct. 31, 2013 |
Subsequent events Transactions: | ' |
Issued shares to the CEO in accordance with his employment agreement | 1,000,000 |
Issued shares to a vendor in payment for services rendered | 898,976 |
Issued a put notice under the KVM Investment Agreement in the amount | $10,000 |
Issued a put notice under the KVM Investment Agreement in shares of common stock | 571,428 |