Star Mountain Resources (SMRS) 10-Q 11 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 11, 2015
Document And Entity Information
Entity Registrant Name	Star Mountain Resources, Inc.
Entity Central Index Key	1,477,168
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,363,729
Trading Symbol	SMRS
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 1,064,590	$ 45,990
Prepaid expenses	3,971	15,725
Deposits	150	150
Total current assets	1,068,711	61,865
Property & equipment, net	75,364	78,266
Mineral rights	24,270	24,270
Surety bond	24,325	24,325
TOTAL ASSETS	1,192,670	188,726
CURRENT LIABILITIES
Accounts payable and accrued expenses	356,828	259,991
Accounts payable - related party	54,872	38,125
Loans payable - related party	202,145	253,572
Stipulated agreement liability - related party	79,272	79,272
Total current liabilities	693,117	630,960
Total Liabilities	$ 693,117	$ 630,960
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, authorized 50,000,000 shares, $.001 par value 0 issued and outstanding
Common stock, authorized 350,000,000 shares, $.001 par value, 21,363,729 and 17,969,729 issued and outstanding, respectively	$ 21,364	$ 17,970
Common stock subscribed	110,000
Subscription receivable	(110,000)
Additional paid in capital	10,532,665	$ 7,377,627
Accumulated deficit	(10,054,476)	(7,837,831)
Total Stockholders' Equity (Deficit)	499,553	(442,234)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,192,670	$ 188,726

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	350,000,000	350,000,000
Common stock, par value	$ .001	$ .001
Common stock, shares issued	21,363,729	17,969,729
Common stock, shares outstanding	21,363,729	17,969,729

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
OPERATING EXPENSES
Executive Compensation	$ 492,500	$ 6,000	$ 622,500	$ 30,000
Exploration and development costs	45,301	5,214	112,197	26,936
General and administrative	675,646	131,928	904,250	663,088
General and administrative - related party	552,813	11,831	559,113	11,831
Total Operating Expenses	1,766,260	154,973	2,198,060	731,855
Loss from Operations	(1,766,260)	(154,973)	(2,198,060)	(731,855)
OTHER EXPENSES
Interest expense - related parties	(8,416)	(206,714)	(16,152)	(369,949)
Interest expense	(1,141)	(2,627)	(2,333)	(4,085)
Net Loss before Income Taxes	$ (1,775,817)	$ (364,314)	(2,216,545)	$ (1,105,889)
State tax expense			(100)
NET LOSS	$ (1,775,817)	$ (364,314)	$ (2,216,645)	$ (1,105,889)
Basic Loss Per Share	$ (0.10)	$ (0.01)	$ (0.12)	$ (0.03)
Weighted Average Number of Common Shares Outstanding	18,052,740	40,903,862	17,737,873	40,695,575

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities
Net loss	$ (2,216,645)	$ (1,105,889)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,903	10,139
Shares issued for services	1,765,000	$ 455,000
Stock options	$ 127,932
Contributed capital		$ 21,000
Amortization of debt discount		288,182
Changes in operating assets and liabilities
Prepaid expense	$ 11,753	23,715
Deposits		5,100
Accounts payable and accrued expenses	$ 80,685	$ (10,959)
Accounts payable - related party	16,747
Accrued interest - related party	$ 16,152	$ 81,767
Accrued compensation		(4,000)
Contract payable		(24,366)
Stipulated agreement liability - related party		(12,500)
Net cash used in operating activities	$ (195,473)	(272,811)
Cash flows from investing activities
Advances to related party shareholders		(228,484)
Net cash used in investing activities		(228,484)
Cash flows from financing activities
Proceeds from issuance of convertible debt		$ 500,000
Proceeds from issuance of common stock	$ 1,179,500
Proceeds from loan payable - related party	34,573	$ 25,000
Net cash provided by financing activities	1,214,073	525,000
Net increase in cash	1,018,600	23,705
Cash and cash equivalents, beginning of period	45,990	79
Cash and cash equivalents, end of period	$ 1,064,590	$ 23,784
Cash paid for:
Taxes
Interest Expense
Non-cash investing and financing activities
Warrants issued with convertible debt		$ 298,989
Stock issued for settlement of related party debt	$ 86,000

Organization and Nature of Busi

Organization and Nature of Business	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Star Mountain Resources, Inc., formerly Jameson Stanford Resources Corporation (the “Company”) is a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases, producing mines, and historic mines with production and future growth potential identified through our exploration efforts. Our operations are focused on the initiation, production and expansion of our acquired mineral resources in the Star Mountain Mining District, Beaver County, Utah and turning them into producing assets. The Company has not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral rights. Furthermore, the Company has no plans to establish proven or probable reserves for any of our mineral rights. The Company was incorporated on June 2, 2009 in Nevada initially as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States. On October 29, 2012, Jameson Stanford Resources Corporation merged with Bolcán Mining Corporation (the “Merger”). Prior to the Merger, the Company was a publicly traded shell company with no business operations. The shell company was originally incorporated under the laws of the state of Nevada in 2009 as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States. Effective December 15, 2014, the name of the Company was changed to Star Mountain Resources, Inc. to reflect its primary focus to explore and conduct pre-extraction activities for mineral rights it holds in the Star Mining District. In addition, the Company increased its authorized capital stock from 350,000,000 shares to 400,000,000 shares, of which 350,000,000 will be common stock and 50,000,000 will be preferred stock. The increase in capital stock is intended to allow the Company to issue capital stock with respect to corporate opportunities without delay.

Entry into a Material Definitiv

Entry into a Material Definitive Agreement	6 Months Ended
	Jun. 30, 2015
Entry Into Material Definitive Agreement
Entry Into A Material Definitive Agreement	NOTE 2 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 16, 2015 (the “Effective Date”), the Company signed a letter of intent with an unrelated party to acquire and operate a base metal mine located in North America along with certain mining and processing equipment located at the mine. After we complete our planned acquisition of the mine, we intend to recommence production of base metal minerals which production is currently suspended. Under the terms of the letter of intent, we agreed to acquire the entity (we call this entity the “Mine Acquisition Company”) that has the right to acquire the entity that owns the mine and related mining assets (we call this entity the “Mine Holding Company”). As consideration for the purchase of the Mine Acquisition Company, we agreed to issue 2,100,000 shares of our unregistered common stock, par value $.001 per share (the “Common stock”) to the sole member of the entity which owns the mine acquisition company (the “Seller”), of which 100,000 shares may be issued to the Seller’s legal counsel as partial payment for legal fees. In addition, we agreed to fund the Mine Acquisition Company with $3,500,000 in cash at closing which amount will be used to pay closing costs and other debts of the Mine Acquisition Company of approximately $1,190,000 and other amounts required to complete the acquisition of the Mine Holding Company. In the event we sell any of our common stock at a price less than $3.00 per share (the “Target Market Price”) during the period of time from the closing date of our acquisition of the Mine Holding Company through the date we complete a Qualified Financing Transaction (as hereinafter defined) (the “Measurement Period”), then the number of our shares of Common Stock to be issued to the Seller will increase by 15,000 shares for each $.10 increment below the Target Market Price (the “Share Increase”). The term Qualified Financing Transaction means one or more transactions during the Measurement Period in which we receive gross proceeds of up to $10,000,000 from the sale of our common stock. Excluding a transaction involving parties currently in negotiation with the Mine Acquisition Company to finance its planned acquisition of the Mine Holding Company, and so long as we deposit $250,000 into our attorney’s trust account, we will have the right to acquire the Mine Acquisition Company for a period of 60 days from the Effective Date and confirmation of the deposit of the payment of the $250,000 has been provided to the Seller (the “Option Period”). Confirmation of the $250,000 deposit was provided to the Seller’s legal counsel on the Effective Date. The Option Period may be extended by an additional 30 days provided we send written notice to Fognani & Faught, PLLC with 5 days written notice prior to the end of the Option Period that we intend to extend the Option Period and we have deposited an additional $250,000 in our attorney’s trust account and provided the Seller with confirmation of such deposit (the “Additional Termination Fee”). In the event we fail to make the Deposit (defined below) within the Option Period, then the Mine Acquisition Company is entitled to retain the Termination Fee and Additional Termination Fee. The closing of the transactions contemplated by the letter of intent is expected to be completed no later than 45 days after the expiration of the Option Period and will be conditioned upon certain, limited customary representations and warranties to be included in a merger agreement, as well as the following conditions to closing: (i) Providing proof prior to expiration of the Option Period that we have adequate financing sufficient to cover the cash payments due at closing; (ii) Prior to expiration of the Option Period, depositing $3.5 million into our legal counsel’s trust account as a good faith deposit to be applied to the purchase price for the Mine Holding Company (the “Deposit”). If the Deposit is not made within this time period, the letter of intent may be terminated by Seller upon 5 days’ notice; (iii) Mine Acquisition Company entering into an agreement with the Seller whereby the Seller will be entitled to receive a net smelter return royalty on the mine’s base metal production for the life of the mine and payment to the Seller of an additional portion of the gross receipts from the sale of all minerals (including all metals and non-metals and any saleable waste material) other than the base metals from the mine, subject to a buy-out right to be agreed on in the Seller’s sole discretion; (iv) Seller’s designating one member to our board of directors, appointment of certain members of an advisory board we intend to establish for the purpose of making recommendations to our Board of Directors regarding subsequent mergers and acquisitions and provide technical advice regarding mining related issues, and entering into compensation agreements with these individuals for their service; (v) entering into employment agreements with non-compete clauses between us and certain principals of the Seller; (vi) delivery of certain financial statements of the Mine Acquisition Company and the Mine Holding Company within the time periods necessary to meet applicable SEC reporting requirements; (vii) Mine Acquisition Company completing the purchase of the Mine Holding Company; and (viii) Confirmation that the merger, will not terminate or change, inclusive of all options for extension, any agreements related to the Mine Holding Company or the Mine Holding Company’s subsidiaries right, title and interest in and to the mine or any other material contract necessary to allow Mine Acquisition Company to operate and exploit the mine.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2015
Going Concern
Going Concern	NOTE 3 – GOING CONCERN The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses of $10,054,476 as of the period ended June 30, 2015. Further losses are anticipated in the development of its business. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations and cash flows in the near-term future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations. Management plans to finance the Company’s operating costs as necessary over the next twelve months with advances from owners and directors, and the private placement of the Company’s equity ownership. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Presentation The Company is in the exploration stage and its primary activities to date have included conducting research and exploration, developing markets for its products, securing strategic alliances, recruiting personnel and obtaining financing. The interim financial information of the Company as of the periods ended June 30, 2015 and June 30, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

Mineral Rights

Mineral Rights	6 Months Ended
	Jun. 30, 2015
Extractive Industries [Abstract]
Mineral Rights	NOTE 5 – MINERAL RIGHTS At June 30, 2015, the Company had certain mining claims, mineral leases and excavation rights for mining projects located in Star Mining District in Beaver County, Utah and Ogden Bay Wildlife Management Area in Weber County, Utah. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. The Company has not established proven or probable reserves on any of its mineral projects and no minerals have been extracted from these properties as of June 30, 2015. Capitalized cost of mineral rights was $24,270 as of June 30, 2015 and December 31, 2014.

Transactions with Related Parti

Transactions with Related Parties	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Transactions with Related Parties	NOTE 6 – TRANSACTIONS WITH RELATED PARTIES During the six months ended June 30, 2015, related parties were issued 1,550,000 shares of common stock for services rendered. These shares were issued at $1.10 per share. During the six months ended June 30, 2015, a related party was issued 50,000 shares as a one- time signing bonus as part of an employment agreement. During the six months ended June 30, 2015, a related party loaned the Company $34,573. At the period ended June 30, 2015, the amount owed to a related party was $202,145. The Company recorded $16,152 interest expense for this loan payable. During the period ended June 30, 2015, as part of the Private Placement closing on June 30, 2015, discussed in Footnote 9 below, a related party agreed to convert $86,000 of the loan payable to Units sold in the offering.

Stipulated Agreement Liability,

Stipulated Agreement Liability, Related Party	6 Months Ended
	Jun. 30, 2015
Stipulated Agreement Liability Related Party
Stipulated Agreement Liability, Related Party	note 7 – stipulated Agreement LIABILITY, RELATED PARTY The Company entered into an agreement with Michael Christiansen (“Christiansen”), a former officer of the Company on August 13, 2013 (the “Stipulated Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $10,500 on or before August 15, 2013; $10,500 on or before September 15, 2013; $10,500 on or before October 15, 2013; and the balance in installments of $15,000 beginning on the earlier of (a) the first day of the month following the date on which the Company receives at least three million dollars ($3,000,000) of equity funding, or (b) December 31, 2014. The payment of this stipulated agreement is in default. Subject to completion of the payments due under the agreement, the parties agreed to release certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay the Amount Due. During the year ended December 31, 2014, the Company made payments of $12,500. At the six months ending June 30, 2015, the remaining liability of $79,272 is recorded as Stipulated Agreement Liability in the accompanying financial statements.

Contracts and Lease Commitments

Contracts and Lease Commitments	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Contracts and Lease Commitments	NOTE 8 – CONTRACTS AND LEASE COMMITMENTS Office Leases The corporate office of the Company is located at 605 W. Knox Rd., Suite 202, Tempe, Arizona. These facilities are furnished rent free by one of the Company’s shareholders. An imputed rent expense of $500 per month is recorded to the Statements of Operations and recorded as Additional Paid in Capital on the Balance Sheet. Employment Contract On February 11, 2015, the Board of Directors of the Company appointed Mark Osterberg to serve as the Company’s President and Chief Operating Officer effective March 1, 2015. In connection with his appointment, Mr. Osterberg entered into an employment agreement dated as of February 11, 2015 (the “Employment Agreement”) with the Company pursuant to which he will receive an annual salary of $120,000 and annual bonuses of one-half percent of the Company’s gross sales, up to a maximum of 25% of Mr. Osterberg’s salary (“Incentive Compensation”). In addition, Mr. Osterberg is entitled to receive a one-time signing bonus of 50,000 shares of the Company’s common stock. The Company also granted Mr. Osterberg an option (the “Option”) to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.50 per share. The option vests with respect to 50,000 shares upon execution of the Employment Agreement. With respect to the remaining 200,000 shares, the option vests at the rate of 50,000 shares upon the close of each fiscal quarter from and commencing on the close of the first fiscal quarter from and after the date of the Employment Agreement. Mr. Osterberg is eligible to participate in the Company’s standard benefit programs for senior management. In the event of a Change of Control (as hereinafter defined), Mr. Osterberg will receive Incentive Compensation and a lump sum payment of his salary representing two months’ salary. In addition, the Option will be deemed to be fully vested. For purposes of the Employment Agreement, “Change in Control” means: (i) a merger or consolidation in which securities possessing more than 75% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than 75% of the total combined voting power of the Company’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company other than in connection with a transaction described in clause (i) above, and other than in connection with a bankruptcy petition by the Company. In connection with entry into the Employment Agreement, Mr. Osterberg also executed a non-disclosure and invention and copyright assignment agreement. Letter of Intent On June 16, 2015 (the “Effective Date”), the Company signed a letter of intent with an unrelated party to acquire and operate a base metal mine located in North America along with certain mining and processing equipment located at the mine. See Note 2 - Entry Into a Material Definitive Agreement.

Equity Transaction

Equity Transaction	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Equity Transaction	NOTE 9 – EQUITY TRANSACTIONS On February 2, 2015, the Company cancelled 910,000 shares of common stock previously issued to Michael Stanford pursuant to a court order issued in connection with the Company’s lawsuit against Mr. Stanford. These shares were valued at par value $0.001. See Note 9 – Legal Proceedings. On March 1, 2015, the Company issued 50,000 shares of common stock pursuant to the employment agreement for the President. These shares were valued at $1.20 per share. See Note 7 – Contracts and Lease Agreements. On March 17, 2015, the Company issued 114,000 shares of its common stock in exchange for payment of $20,500 and a mutual release of a claim by an investor. The investor claimed to have purchased and paid for 32,000 shares of the Company’s unregistered common stock in November 2013 but did not receive the shares purchased. On May 15, 2015, the Company issued 1,550,000 shares of its common stock to related parties for services rendered and to be rendered during the six months ended June 30, 2015. These shares were valued at $1.10 per share. On June 30, 2015, the Company issued 310,000 shares of its common stock for $105,000 received during the period ended June 30, 2015. Unit Offering On June 30, 2015, the Company completed the closing of its offering of 1,000 units (the “Units”) of its common stock and warrants at a price of $1,000 per Unit for an aggregate offering amount of $1,000,000. To cover an over-allotment in this offering, we sold an additional 250 Units for an additional aggregate offering amount of $250,000 bringing the total amount sold in this offering to $1,250,000. The Units were sold to 13 accredited investors one of whom included our Chief Executive Officer who purchased 86 Units by converting $86,000 previously loaned to the Company. Each Unit consists of 2,000 shares of common stock together with callable common stock purchase warrants entitling the holder thereof to purchase 2,000 shares of common stock at an exercise price of $1.00 per share for a period of three years from the date of acquisition, unless earlier called by the Company in the event the common stock trades at or above three dollars ($3.00) per share for a period exceeding ten (10) consecutive trading days (the “Warrant”). The Company elected to sell to an unrelated party 110 Units in this offering for a promissory note in the principal amount of $110,000 due July 10, 2015. The note accrues interest at the rate of 5% per annum. At the closing of this offering, the Company issued an aggregate of 2,280,000 shares of common stock and warrants to purchase 2,280,000 shares of common stock. Upon receipt of the $110,000 from the promissory note, the total offering would total $1,250,000. The value of the promissory note was recorded as common stock receivable. Stock Options Effective March 1, 2015, as part of an employment agreement, an option was granted to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.50 per share. The option vests with respect to 50,000 shares upon execution of the Employment Agreement. With respect to the remaining 200,000 shares, the option vests at the rate of 50,000 shares upon the close of each fiscal quarter from and commencing on the close of the first fiscal quarter from and after the date of the Employment Agreement. The Company valued the issuance of these warrants using the Black Scholes valuation model assuming a maturity of 2.7 years, 0.693% risk free rate and an 88.83% volatility. At the six months ended June 30, 2015, the vested value of the option was $127,932. This was recorded as stock compensation expense. The following is a summary of the status of all Company’s stock options as of June 30, 2015 and changes during the six months ended on that date: Number Weighted of Stock Average Options Exercise Price Outstanding at January 1, 2015 0 $ - Granted 250,000 $ 0.50 Exercised 0 $ - Cancelled 0 $ - Outstanding at June 30, 2015 250,000 $ 0.50 Options exercisable at June 30, 2015 150,000 $ 0.50 Warrants During the six months ended June 30, 2015, the Company issued a total of 2,280,000 common stock purchase warrants that were issued as part of Units sold to investors as part of the offering discussed above. The following is a summary of the status of all of the Company’s stock warrants as of June 30, 2015 and changes during the six months ended on that date: Number Weighted of Stock Average Warrants Exercise Price Outstanding at January 1, 2015 0 $ - Granted 2,280,000 $ 1.00 Exercised 0 $ - Cancelled 0 $ - Outstanding at June 30, 2015 2,280,000 $ 1.00 Options exercisable at June 30, 2015 2,280,000 $ 1.00

Legal Proceedings

Legal Proceedings	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	NOTE 10 – LEGAL PROCEEDINGS In connection with our litigation involving Michael Stanford in which the Fifth District Court of Beaver County (Civil Case No. 140500023) awarded us a judgment against Mr. Stanford as previously disclosed, the court issued a further order on February 2, 2015 authorizing us to cancel 910,000 shares of our common stock previously issued to Mr. Stanford. This cancellation of shares was in addition the 25 million shares that Mr. Stanford returned to the Company and cancelled by us on September 22, 2014. The 910,000 shares were cancelled on February 2, 2015. We are evaluating what future legal proceedings we may pursue in order to collect money damages of approximately $23,494,700 awarded to us pursuant to the judgment awarded to us in this case. Our ability to collect any further amounts on the judgment is, however, inherently unpredictable and is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible further recovery. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption. Other than as set forth above, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, that may materially affect us.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS On July 13, 2015, the Company agreed to issue 55 Units to an unrelated party and to extend the payment terms of the remaining $55,000 for an additional 55 units as part of the $110,000 promissory note it received from that party in connection with the Company’s offering of its Units discussed in Note 9 – Equity Transactions. In addition, on July 28, 2015, the Company sold an additional 55 Units of its common stock and warrants to its Chief Executive Officer at a price of $1,000 per Unit for an aggregate offering amount of $55,000. The purchase price was paid by the conversion of $55,000 of principal amount of a previous loan to the Company from its Chief Executive Officer. Each Unit consists of 2,000 shares of common stock together with callable common stock purchase warrants entitling the holder thereof to purchase 2,000 shares of common stock at an exercise price of $1.00 per share for a period of three years from the date of acquisition, unless earlier called by the Company in the event the common stock traders at or above three dollars ($3.00) per share for a period exceeding ten (10) consecutive trading days (the “Warrant”). The shares for these two transactions have not yet been issued.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Basis of Accounting and Presentation	Basis of Accounting and Presentation The Company is in the exploration stage and its primary activities to date have included conducting research and exploration, developing markets for its products, securing strategic alliances, recruiting personnel and obtaining financing. The interim financial information of the Company as of the periods ended June 30, 2015 and June 30, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

Equity Transaction (Tables)

Equity Transaction (Tables)	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Summary of Stock Options	The following is a summary of the status of all Company’s stock options as of June 30, 2015 and changes during the six months ended on that date: Number Weighted of Stock Average Options Exercise Price Outstanding at January 1, 2015 0 $ - Granted 250,000 $ 0.50 Exercised 0 $ - Cancelled 0 $ - Outstanding at June 30, 2015 250,000 $ 0.50 Options exercisable at June 30, 2015 150,000 $ 0.50
Schedule of Warrants	The following is a summary of the status of all of the Company’s stock warrants as of June 30, 2015 and changes during the six months ended on that date: Number Weighted of Stock Average Warrants Exercise Price Outstanding at January 1, 2015 0 $ - Granted 2,280,000 $ 1.00 Exercised 0 $ - Cancelled 0 $ - Outstanding at June 30, 2015 2,280,000 $ 1.00 Options exercisable at June 30, 2015 2,280,000 $ 1.00

Organization and Nature of Bu19

Organization and Nature of Business (Details Narrative) - shares	Jun. 30, 2015	Dec. 31, 2014
Common stock, shares authorized	350,000,000	350,000,000
Preferred stock, shares authorized	50,000,000	50,000,000
Minimum [Member]
Authorized capital stock	350,000,000
Maximum [Member]
Authorized capital stock	400,000,000

Entry into a Material Definit20

Entry into a Material Definitive Agreement (Details) - USD ($)	May. 15, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Common stock, shares issued		21,363,729		17,969,729
Common stock, par value		$ .001		$ .001
Number of common stock issued to seller	1,550,000	1,550,000
Proceeds from sale of common stock		$ 1,179,500
Attorneys [Member]
Deposits		250,000
Fognani & Faught, PLLC [Member]
Deposits		250,000
Legal Counsel [Member]
Deposits		$ 3,500,000
Mine Acquisition Company [Member]
Shares issued for payment of legal fee		100,000
Remaining amounts required to complete the acquisition		$ 1,190,000
Payment of closing costs and other debts		$ 3,500,000
Common stock maximum price per share acquisition		$ 3
Number of common stock issued to seller		15,000
Increase value per share		$ 0.10
Proceeds from sale of common stock		$ 10,000,000
Deposits		250,000
Payment of deposits		$ 250,000
Mine Acquisition Company [Member] | Unregistered Common Stock [Member]
Common stock, shares issued		2,100,000
Common stock, par value		$ 0.001

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Going Concern
Accumulated losses	$ 10,054,476	$ 7,837,831

Mineral Rights (Details Narrati

Mineral Rights (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Extractive Industries [Abstract]
Capitalized cost of mineral rights	$ 24,270	$ 24,270

Transactions with Related Par23

Transactions with Related Parties (Details Narrative) - USD ($)	May. 15, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Feb. 02, 2015
Common stock issued to related party services	1,550,000				1,550,000
Common stock price per share		$ 1.10			$ 1.10		$ 0.001
Loan from related party		$ 34,573			$ 34,573
Amount owed to related party		202,145			202,145
Interest expense, related party		$ 8,416		$ 206,714	16,152	$ 369,949
Related party loans converted into units sold in offering					$ 86,000
Employment Agreement [Member]
Common stock issued to related party services			50,000

Stipulated Agreement Liabilit24

Stipulated Agreement Liability, Related Party (Details Narrative) - USD ($)	Aug. 13, 2013	Dec. 31, 2014	Jun. 30, 2015
Amount due relating to promissory note, accrued compensation and out-of-pocket expenses incurred			$ 34,573
Repayments of debt		$ 12,500
Remaining liability recorded as Stipulated Agreement Liability, Related Party		$ 79,272	$ 79,272
Amount Due Agreed To Be Paid On or Before August 15, 2013 [Member]
Amount Due, periodic payment	$ 10,500
Amount Due Agreed To Be Paid On or Before September 15, 2013 [Member]
Amount Due, periodic payment	10,500
Amount Due Agreed To Be Paid On or Before October 15, 2013 [Member]
Amount Due, periodic payment	10,500
First Day Of The Month Following The Date [Member]
Amount Due, periodic payment	15,000
Equity funding	3,000,000
Michael Christiansen [Member]
Amount due relating to promissory note, accrued compensation and out-of-pocket expenses incurred	$ 123,272

Contracts and Lease Commitmen25

Contracts and Lease Commitments (Details Narrative) - USD ($)	Feb. 11, 2015	Mar. 31, 2015	Jun. 30, 2015	Mar. 01, 2015
Rent expense			$ 500
Employment Agreement [Member]
Stock option vested shares				50,000
Stock option vested remaining shares				200,000
Stock option vested at rate, shares		50,000
Employment Agreement [Member] | Mark Osterberg [Member]
Annual salary	$ 120,000
Annual bonus description	annual bonuses of one-half percent of the Company’s gross sales
Issuance of common stock for bonus, shares	50,000
Common stock exercise price per share	$ 0.50
Stock option granted to purchase of common stock, shares	250,000
Stock option vested shares	50,000
Stock option vested remaining shares	200,000
Stock option vested at rate, shares			50,000
Percentage of stockholders approved to sale, transfer or other disposition of more than combined voting power of outstanding securities			75.00%
Employment Agreement [Member] | Mark Osterberg [Member] | Maximum [Member]
Percentage of incentive compensation	25.00%

Equity Transaction (Details Nar

Equity Transaction (Details Narrative) - USD ($)	May. 15, 2015	Mar. 17, 2015	Mar. 01, 2015	Feb. 02, 2015	Sep. 22, 2014	Nov. 30, 2013	Mar. 31, 2015	Jun. 30, 2015	Feb. 11, 2015
Cancellation of common stock, shares				910,000	25,000,000
Stock issued per share				$ 0.001				$ 1.10
Issuance of unregistered common stock, shares						32,000
Common stock issued to related party services	1,550,000							1,550,000
Common stock exercise price per share	$ 1.10							$ 0.50
Common stock issued during the period shares								310,000
Common stock issued during the period value								$ 105,000
Number of stock options, granted								250,000
Stock compensation expense								$ 127,932
Expected maturity year								2 years 8 months 12 days
Expected risk free rate								0.693%
Expected volatility								88.83%
Warrant [Member]
Common stock issued during the period shares								2,280,000
Unit Offering [Member]
Common stock exercise price per share								$ 1
Closing of offering number of units								1,000
Closing of offering price per unit								$ 1,000
Aggregate offering amount								$ 1,000,000
Number of additional units sold								250
Value of additional units sold								$ 250,000
Increased value of units sold in offering								$ 1,250,000
Number of share per unit								2,000
Common stock price per share after exceeding the consecutive trading days								$ 3
Number of units elected to sell to unrelated party								110
Value of units sold to unrelated party								$ 110,000
Note interest rate percentage								5.00%
Aggregate number of shares issued								2,280,000
Investor [Member]
Issuance of common stock in exchange for payment of mutual release of claim, shares		114,000
Issuance of common stock in exchange for payment of mutual release of claim		$ 20,500
Employment Agreement [Member]
Common stock issued to related party services							50,000
Common stock exercise price per share			$ 0.50
Number of stock options, granted			250,000
Stock option vested shares			50,000
Stock option vested remaining shares			200,000
Stock option vested at rate, shares							50,000
Employment Agreement [Member] | Mark Osterberg [Member]
Stock issued per share			$ 1.20
Issuance of common stock to employment agreement, shares			50,000
Stock option vested shares									50,000
Stock option vested remaining shares									200,000
Stock option vested at rate, shares								50,000

Equity Transaction - Summary of

Equity Transaction - Summary of Stock Options (Details) - $ / shares	May. 15, 2015	Jun. 30, 2015
Equity [Abstract]
Number of Stock Options Outstanding Beginning Balance		0
Number of Stock Options, Granted		250,000
Number of Stock Options, Exercised		0
Number of Stock Options, Cancelled		0
Number of Stock Options Outstanding Ending Balance		250,000
Number of Stock Options exercisable		150,000
Weighted Average Exercise Price Options Outstanding Beginning Balance
Weighted Average Exercise Price Options Granted	$ 1.10	$ 0.50
Weighted Average Exercise Price Options Exercised
Weighted Average Exercise Price Options Cancelled
Weighted Average Exercise Price Options Outstanding Ending Balance		$ 0.50
Weighted Average Exercise Price Options exercisable		$ 0.50

Equity Transaction - Schedule o

Equity Transaction - Schedule of Warrants (Details) - 6 months ended Jun. 30, 2015 - Warrant [Member] - $ / shares	Total
Number of Stock Warrants Outstanding Beginning Balance	0
Number of Stock Warrants, Granted	2,280,000
Number of Stock Warrants, Exercised	0
Number of Stock Warrants, Cancelled	0
Number of Stock Warrants Outstanding Ending Balance	2,280,000
Number of Stock Warrants exercisable	2,280,000
Weighted Average Exercise Price Warrants Outstanding Beginning Balance
Weighted Average Exercise Price Warrants Granted	$ 1
Weighted Average Exercise Price Warrants Exercised
Weighted Average Exercise Price Warrants Cancelled
Weighted Average Exercise Price Warrants Outstanding Ending Balance	$ 1
Weighted Average Exercise Price Warrants exercisable	$ 1

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($)	Feb. 02, 2015	Sep. 22, 2014	Jun. 30, 2015
Cancellation of common stock, shares	910,000	25,000,000
Money damages awarded			$ 23,494,700
Mr. Stanford [Member]
Cancellation of common stock, shares	910,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Jul. 28, 2015	Jul. 13, 2015
Number of units elected to sell to unrelated party		55
Value of remaining additional units issued		$ 55,000
Number of remaining units elected to sell		55
Value of units sold to unrelated party		$ 110,000
Chief Executive Officer [Member] | Warrant [Member]
Sold units of common stock and warrants price per unit	$ 1,000
Value of remaining additional units issued	$ 55,000
Number of remaining units elected to sell	55
Conversion of principal amount	$ 55,000
Each unit consists number of shares of common stock	2,000
Warrant exercise price per share	$ 1
Acquisition term	3 years
Common stock trades per share price	$ 3