Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Apr. 01, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Standard Metals Processing, Inc. | |
Entity Central Index Key | 0000773717 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity shell Company | false | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 133,997,423 | |
Entity Public Float | $ 1,013,767 | |
Entity File Number | 000-14319 | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,945 | $ 1,001 |
Prepaid expenses | ||
Assets held for Sale | ||
Total current assets | 1,945 | 1,011 |
Mining and Mineral Rights | 3,883,524 | 3,883,524 |
Total Assets | 3,885,469 | 3,884,525 |
Current liabilities: | ||
Senior secured convertible promissory note payable, related party | 2,229,187 | 2,229,187 |
Promissory notes payable - related party | 477,500 | 477,500 |
Convertible promissory note, including $13,575 from related party | 113,575 | 168,000 |
Accrual for settlement of lawsuits | 3,164,309 | 2,976,623 |
Accounts payable | 2,129,337 | 2,230,314 |
Accrued interest - Related party $1,325,558 and $1,096,235 at December 31, 2019 and December 31, 2018, respectively | 1,791,996 | 1,338,251 |
Total current liabilities | 9,905,904 | 9,419,875 |
Commitments and Contingencies (Note 9) | ||
Preferred stock, 50,000,000 shares authorized: | ||
Series A, $.001 par value, 10,000,000 shares issued and outstanding at December 31, 2019 and December 31, 2018 | 10,000,000 | 10,000,000 |
Shareholders' deficit: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized: 133,997,423 issued and 128,997,423 outstanding at December 31, 2019 and 124,501,581 issued and 119,501,581 outstanding at December 31, 2018, respectively | 128,997 | 124,497 |
Additional paid-in capital | 87,712,695 | 87,525,115 |
Accumulated deficit | (103,862,127) | (103,184,962) |
Total shareholders' deficit | (16,020,435) | (15,535,350) |
Total Liabilities and Shareholders' deficit | $ 3,885,469 | $ 3,884,525 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued interest - related party | $ 1,325,558 | $ 1,096,235 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 133,997,423 | 124,501,581 |
Common stock, outstanding | 128,997,423 | 119,501,581 |
Convertible notes payable from related party | $ 13,575 | $ 13,575 |
Preferred Stock | ||
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, issued | 10,000,000 | 10,000,000 |
Preferred stock, outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
General and administrative | 43,875 | 123,057 |
Total operating expenses | 43,875 | 123,057 |
Loss from operations | (43,875) | (123,057) |
Other income (expense): | ||
Other income | 8,140 | 6,083 |
Derecognition of debt | 1,064,480 | |
Interest expense | (641,430) | (885,800) |
Amortization of debt discount | (71,860) | |
Total other income (expense) | (633,290) | 112,903 |
Loss before income tax provision | (677,165) | (10,154) |
Income tax provision | 0 | 0 |
Net loss | $ (677,165) | $ (10,154) |
Basic net loss per common share | $ (0.01) | $ 0 |
Basic weighted average common shares outstanding | 124,633,039 | 124,497,423 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common stock outstanding | Additional paid-in capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 119,502 | $ 87,201,267 | $ (103,174,808) | $ (15,854,039) |
Balance, shares at Dec. 31, 2017 | 119,501,581 | |||
Stock issued for the conversion of Notes payable and accrued interest | $ 4,745 | 261,098 | 265,843 | |
Stock issued for the conversion of Notes payable and accrued interest, shares | 4,745,842 | |||
Shares issued upon exercise of options | $ 250 | 24,750 | 25,000 | |
Shares issued upon exercise of options, shares | 250,000 | |||
Beneficial conversion of Convertible debt | 38,000 | 38,000 | ||
Net loss | (10,154) | (10,154) | ||
Balance at Dec. 31, 2018 | $ 124,497 | 87,525,115 | (103,184,962) | (15,535,350) |
Balance, shares at Dec. 31, 2018 | 124,497,423 | |||
Shares issued upon exercise of options | $ 4,500 | 187,580 | 192,080 | |
Shares issued upon exercise of options, shares | 4,500,000 | |||
Net loss | (677,165) | (677,165) | ||
Balance at Dec. 31, 2019 | $ 128,997 | $ 87,712,695 | $ (103,862,127) | $ (16,020,435) |
Balance, shares at Dec. 31, 2019 | 128,997,423 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (677,165) | $ (10,154) |
Adjustments to reconcile net loss to cash flows provided by (used in) operating activities: | ||
Amortization of debt issuance costs | 71,860 | |
Gain on derecognition of certain accounts payable and accrued expenses | (1,064,480) | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 11,145 | |
Assets held for sale | 12,000 | |
Accounts payable | 36,678 | (19,001) |
Accrued expenses | ||
Accounts payable related party | (1,000) | |
Accrual for settlement of lawsuits | 187,686 | 475,623 |
Accrued interest – related parties | 453,745 | 384,823 |
Net cash provided by (used in) operating activities | 944 | (139,184) |
INVESTING ACTIVITIES: | ||
Proceeds from the sale of assets | ||
Net cash provided by investing activities | ||
FINANCING ACTIVITIES: | ||
Cash received on exercise of common stock option | 25,000 | |
Cash proceeds from convertible promissory notes | 113,000 | |
Net cash provided by financing activities | 138,000 | |
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 944 | (1,184) |
CASH AND CASH EQUIVALENTS, beginning of period | 1,001 | 2,185 |
CASH AND CASH EQUIVALENTS, end of period | 1,945 | 1,001 |
Supplemental cash flow disclosures | ||
Cash paid for interest cost | 14,101 | |
Income taxes paid | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Debt discount on convertible notes payable | 38,000 | |
Common stock issued | 25,000 | |
Settlement of liabilities through direct payment by related party | 205,655 | |
Conversions into common stock of convertible debt and accrued interest | 265,843 | |
Related party promissory note settled by exercise of options | $ 192,080 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS Standard Metals Processing, Inc. ("we," "us," "our," "Standard Metals" or the "Company") is an exploration stage company, incorporated in Nevada having offices in Gadsden, Alabama and through its subsidiary, a property in Tonopah, Nevada. Their business plan is to purchase equipment and build a facility on the Tonopah property to serve as a permitted custom processing toll milling facility (which includes an analytical lab, pyrometallurgical plant, and hydrometallurgical recovery plant). The Company plans to perform permitted custom processing toll milling which is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as minerals in the gold, silver and platinum metal groups. Custom milling and refining can include many different processes that are designed specifically for each ore load and to maximize the extraction of precious metals from carbon or concentrates. These toll-processing services also distill, dry, mix, or mill chemicals and bulk materials on a contractual basis and provide a chemical production outsourcing option for industrial companies, which lack the expertise, capacity, or regulatory permits for in-house production. We are required to obtain several permits before we can begin construction of a small scale mineral processing facility to conduct permitted processing toll milling activities and construction of the required additional buildings and well relocation necessary for us to commence operations. Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2019, the Company incurred losses from operations of $677,165. At December 31, 2019, the Company had an accumulated deficit of $103,862,127 and a working capital deficit of $9,903,959. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the year ended December 31, 2019, the Company received net cash proceeds of $205,625 from the promissory notes payable, $192,080 of which was cancelled as consideration for the exercise of a stock option at an approved reduced price. Management believes that private placements of equity capital and/or additional debt financing will be needed to fund our long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Standard Metals Processing, Inc., and its wholly owned subsidiaries Tonopah Milling and Metals Group, Inc. and its wholly owned subsidiaries Tonopah Custom Processing, Inc., and Tonopah Resources, Inc. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. Cash and Cash Equivalents We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. Property, Plant and Equipment Property and equipment are recorded at cost and depreciated, once placed in service, using the straight-line method over estimated useful lives as follows: Years Machinery and equipment 2-7 Vehicle 2 Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. Long-Lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. There were no impairment charges during the years ended December 31, 2019 and December 31, 2018. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition and Deferred Revenue As of December 31,2019, we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606. Financial Instruments The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon the expected borrowing rate for debt with similar remaining maturities and comparable risk. Loss per Common Share Basic earnings (loss) per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At December 31, 2019 and 2018, the weighted average shares from stock options of 28,076,223 and 32,576,223, respectively and warrants of 4,865,640 and 4,865,640, and number of equivalent shares of convertible notes payable 688,525 and 328,500 respectively were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common share. Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2017 and 2016. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the "Tax Reform Law"). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company believes the corporate tax rate reduction will have a favorable effect on its consolidated audited financial statements should it attain profitable operations. Recent Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods for public business entities beginning after December 15, 2017, including interim periods within that reporting period. The new standard permits the use of either the retrospective or cumulative effect transition method. The Company adopted this standard on January 1, 2018, but as there have been no revenues to date, the Company does not expect the adoption to have a material impact and no transition method will be necessary upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases During the year ended December 31, 2019 and through April 1, 2020, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's consolidated financial statements. Management's Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2019, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Mining and Mineral Rights
Mining and Mineral Rights | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
MINING AND MINERAL RIGHTS | NOTE 3 – MINING AND MINERAL RIGHTS The Company is preparing the Tonopah property site for the construction of a permitted custom processing toll milling facility including grading the land, installing fencing and working with contractors for our planned 21,875 square foot building and servicing and drilling various wells for our future operations. The Company has continued to assess the realizability of its mining and mineral rights. Based on an assessment the Company conducted in November 2019, the Company decided its land, mineral rights and water rights are inseparable and depend on each other in value creation, during the year ended December 31, 2018, the Company combined the carrying value the assets to present them more clearly to their interdependent use: FORMERLY - Property, Plant and Equipment: Shea Mining & Milling asset purchase $ 2,108,300 Equipment, net of $21,000 accumulated depreciation. 0 Construction in progress 1,775,224 $ 3,883,524 NOW Mining Assets and Mineral Rights $ 3,883,524 |
Senior Secured Promissory Note,
Senior Secured Promissory Note, Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Senior Secured Promissory Note Related Party [Abstract] | |
SENIOR SECURED PROMISSORY NOTE, RELATED PARTY | NOTE 5 – Senior Secured Promissory Note, related party On October 10, 2013, a Senior Secured Convertible Promissory Note for up to $2,500,000 was issued to Pure Path Capital Management Company, LLC ("Pure Path") pursuant to a Settlement and Release Agreement. The note had an original principal balance of $1,933,345, with a maturity date of April 10, 2015, and bears interest at 8% per annum. The settlement agreement included the issuance to Pure Path of 27,000,000 of the Company's common shares, resulting in Pure Path becoming a related party. Upon an event of default additional interest will accrue at the rate equal to the lesser of (i) 15% per annum in addition to the Interest Rate or (ii) the highest rate permitted by applicable law, per annum (the "Default Rate"). The Company has obtained a waiver on the default rate interest, allowing the 8% interest rate to remain in effect during the default on the note. The Note is securitized by any and all of Borrower's tangible or intangible assets, already acquired or hereinafter acquired, including but not limited to: machinery, inventory, accounts receivable, cash, computers, hardware, mineral rights, etc. The outstanding principal balance on the note was $2,229,187 as of both December 31, 2019 and 2018, with related accrued interest of $1,143,473 and $955,701, respectively. In March 2019, Pure Path's interest was acquired by Granite Peak Resources, LLC. This Note is in default. See Note 11– Subsequent Events. |
Promissory Notes Payable - Rela
Promissory Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
PROMISSORY NOTES PAYABLE - RELATED PARTY | NOTE 6 – PROMISSORY NOTES PAYABLE - RELATED PARTY On February 11, 2015, the Company issued an unsecured promissory note (the "Note") to Tina Gregerson Family Properties, LLC, an entity controlled by a former director of the Company. The Note for up to $750,000, was provided in tranches. Maturity of each tranche is one year from the date of receipt. Under the terms of the Note, the Company received $200,000 on February 11, 2015, $48,000 on February 13, 2015, $50,000 on April 13, 2015, $150,000 on July 31, 2015, $2,500 on October 20, 2015, $12,000 on October 29, 2015 and $15,000 on November 4, 2015. Interest accrues at 8% per annum on each tranche. Accrued interest was $182,084 and $140,535 as of December 31, 2019 and 2018, respectively. This note is in default. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE In January 2018, the Company issued three convertible promissory notes in the principal amounts of $8,000, $40,000 and $15,000. The notes are due one year from date of issuance and accrue interest at 6%. The notes are convertible into common shares of the Company at a conversion price of $0.05, with no adjustments to the conversion price. The conversion feature meets the definition of conventional convertible debt and therefore qualifies for the scope exception in Accounting Standards Codification ("ASC") 815-10-15-74(a) and would not be bifurcated and accounted for separately as a derivative liability. The Company analyzed the conversion feature under ASC 470-20, " Debt with conversion and other options On January 29, 2018, five of the outstanding convertible promissory notes payable issued in the year ending December 31, 2017 and two of the January 2018 convertible promissory notes payable, totaling principal of $144,796 and accrued interest of $3,385, were converted into 2,693,978 shares of restricted common stock, at conversion prices ranging from $0.025 to $0.075. Upon conversion the related unamortized debt discount of $46,250 (including the $38,000 mentioned previously) was immediately expensed. During May 2018 and June 2018, two of the convertible promissory notes outstanding as of the year ending December 31, 2017, and two notes that were issued in May 2018 totaling principal of $105,000 together with accrued interest of $2,387, were converted into an aggregate of 2,051,864 shares of restricted common stock, at conversion prices ranging from $0.05 to $0.09. Upon conversion the related unamortized debt discount of $16,277 was expensed and is included in the $71,860 amortization expense for the year ended December 31, 2018. On June 14, 2018, the Company settled an outstanding account payable through the issuance and subsequent conversion of a convertible promissory note in the principal amount of $10,000. The note, which was issued December 29, 2017, was due December 29, 2018 and accrued interest at 6%. The note was convertible into common shares of the Company at a conversion price of $0.025. The note was issued as a settlement in exchange for a $91,463 account payable, that the noteholder purchased from a vendor on December 29, 2017. Upon conversion of the note into 411,046 shares of restricted common stock of the Company, the noteholder signed a debt settlement and release agreement for the outstanding account payable, resulting in a gain on settlement to be recognized in the year ended December 31, 2018, of $81,463. During the year ended December 31, 2019 a related party advanced $205,655 in direct payments on the Company's behalf, to reduce certain accounts payable by $137,655 and outstanding convertible promissory notes by $68,000. The advance was made by Granite Peak Resources, LLC ("GPR"), a related party. In December 2019, GPR was issued a promissory note for $192,080 which it exchanged as consideration for exercising a stock option for 4,500,000 restricted common shares at an approved reduced conversion price of $0.0426, which was the market price on exercise. The remaining $13,575 of advance was subsequently included in a line of credit evidenced by a new convertible promissory note . See Note 9 - Commitments and Contingencies. Accordingly, the $13,575 advance has been so classified as such at December 31, 2019. After the foregoing note conversions and advance received, there was $113,575 of principal and $96,659 of accrued interest outstanding on convertible debentures at December 31, 2019. With exception of the $13,575 of principal advanced by a related party during the year ended December 31, 2019, a pre-existing $100,000 convertible note is in default. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8 – SHAREHOLDERS' DEFICIT Preferred Stock Series A Preferred Stock Attributes of Series A Preferred Stock include but are not limited to the following: Distribution in Liquidation The Series A Preferred Stock has a liquidation preference of $10,000,000, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200,000,000 or more. Upon any liquidation, dissolution or winding up of the Company, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Company shall be distributed, either in cash or in kind, first pro rata to the holders of the Series A Preferred Stock in an amount equal to the Liquidation Value (as described below); then, to any other series of Preferred Stock, until an amount to be determined by a resolution of the Board of Directors prior to issuances of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. Upon the occurrence of any Liquidation Event (as defined below), each holder of Series A Preferred Stock will receive a payment equal to the Original Issue Price for each share of Series A Preferred Stock held by such holder (the "Liquidation Value"). A "Liquidation Event" will have occurred when: ● The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company's closing sale price on the OTCQB or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issues Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value. ● Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a "Liquidity Event" means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company's stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries. Written notice of any Liquidation Event (the "Liquidation Notice") shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than five days prior to the anticipated payment date state therein, to the holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Company. The Liquidation Notice shall state (i) the anticipated payment date, and (ii) the total Liquidation Value available for distribution to Series A Preferred Stock shareholders upon the occurrence of the Liquidation Event. Redemption The Series A Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors at any time, at a price equal to the Liquidation Value. Voting Rights Shares of Series A Preferred Stock shall have no rights to vote on any matter submitted to a vote of shareholders, except as required by law, in which case each share of Series A Preferred Stock shall be entitled to one vote. Conversion Rights Holders of Series A Preferred Stock will have no right to convert such shares into any other equity securities of the Company. Common Stock Common Stock issued on exercise of stock option On December 21, 2019 a promissory note payable totaling $192,080 was exchanged as consideration for exercising a stock option for 4,500,000 restricted common shares at an approved reduced conversion price of $0.0426, which was the market price on exercise. Sale of Common Stock None. Option Grants The following tables summarize information about the Company's stock options: Number of Weighted Options outstanding - December 31, 2017 32,576,223 $ 0.99 Granted — — Cancelled or expired --- 0.88 Exercised — — Options outstanding –December 31, 2018 32,576,223 $ 0.98 Granted — — Cancelled or expired — — Exercised 4,500,000 — Options outstanding –December 31, 2019 28,076,223 $ 1.07 In December 2019, 4,500,000 options granted in 2013 and originally exercisable at $0.44 per share were exercised at a price of $0.0426 per share (the current fair market value based on the average of the median price and VWAP for the preceding 90 days) in exchange for the cancellation of a note due a related party in the amount of $192,079.97. The Company remeasured the fair value of the 4,500,000 options using the Black-Scholes pricing model with the following inputs; stock price on date of exercise $0.04, revalued exercise price of $0.0426, time to maturity immediate exercise, annual risk free interest rate 1.57% and annualized volatility of 244.8%. No loss resulted from this revaluation and exercise in the year ended December 31, 2019. There were no unvested options at December 31, 2019. The following tables summarize information about stock options outstanding and exercisable: Options Outstanding and Exercisable at December 31, 2019 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 776,223 .8 years $ 0.60 $ — $0.61 to $1.00 9,800,000 .7 years $ 0.67 $ — $1.01 to $1.50 14,500,000 .8 years $ 1.25 $ — $1.51 to $2.25 3,000,000 1.3 years $ 1.63 $ — $0.40 to $2.25 28,076,223 .9 years $ 1.07 $ — Options Outstanding and Exercisable at December 31, 2018 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 5,276,223 1.9 years $ 0.46 $ — $0.61 to $1.00 9,800,000 1.7 years $ 0.67 $ — $1.01 to $1.50 14,500,000 1.8 years $ 1.25 $ — $1.51 to $2.25 3,000,000 2.3 years $ 1.63 $ — $0.40 to $2.25 32,576,223 1.9 years $ 0.98 $ — (1) The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2019 and 2018 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2019 and 2018. Common Stock Purchase Warrants For warrants granted to non-employees in exchange for services, the Company recorded the fair value of the equity instrument using the Black-Scholes pricing model unless the value of the services is more reliably measurable. The Company and Wits Basin (Note 3) executed a Settlement Agreement on January 22, 2016 (Note 9). Pursuant to the terms of the Settlement Agreement, the Company issued 630,000 warrants to purchase common stock at an exercise price of $0.70 and 630,000 warrants at an exercise price of $0.30 to investors of Wits Basin. The warrants expired in 2018. The following table summarizes information about the Company's stock purchase warrants outstanding and exercisable at December 31, 2019 and December 31, 2018: Number Weighted Range Weighted Outstanding at December 31, 2017 6,125,640 $ 0.86 $ 0.20 – 2.00 2.2 years Granted — Cancelled or expired (1,260,000 ) $ .50 $ 0.30 -0.70 Exercised — Outstanding at December 31, 2018 4,865,640 $ 0.84 $ 0.20 – 1.23 1.5 years Granted Cancelled or expired --- Exercised --- Warrants exercisable at December 31, 2019 4,865,640 $ 0.84 $ 0.20 - 1.23 0.5 years The aggregate intrinsic value of the 4,865,640 outstanding and exercisable warrants at December 31, 2019 and 2018 was $0. The intrinsic value is the difference between the closing stock price on December 31, 2019 and 2018 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holders exercised their warrants on December 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Matters Stephen E. Flechner v. Standard Metals Processing, Inc. On April 29, 2014, Stephen E. Flechner filed suit in the United States District Court for the District of Colorado against Standard Metals Processing, Inc. alleging that Standard Metals had refused to allow him to exercise stock options granted to him pursuant to a Stock Option Agreement, dated April 1, 2010, and a second Stock Option Agreement, dated January 21, 2011. On June 12, 2014, Standard Metals filed an Answer and a Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. On January 16, 2015, Standard Metals filed a Motion for Summary Judgment. On January 23, 2015, the Court issued an Order granting in part and denying in part Standard Metals' Motion to Dismiss or, Alternatively, to Stay or Transfer the action to the United States District Court for the Northern District of Alabama, Middle Division. The Court in its Order stayed further proceedings in Colorado pending the issuance of orders by the Alabama court. Thereafter, on January 26, 2015, the Court issued an Order vacating the February 20, 2015 Trial Preparation Conference and the March 9, 2015 Bench Trial. On March 23, 2015, the Court issued an Order denying Standard Metals' Motion for Summary Judgment. On March 30, 2015, Flechner filed a Motion to Lift the Stay. On March 31, 2015, the Court issued an Order granting Flechner's Motion to Lift the Stay. On April 6, 2015, the Court issued an Order scheduling a Bench Trial for July 29, 2015. On April 9, 2015, Flechner filed a Motion for Reconsideration of the Court's March 23, 2015 Order Denying Flechner's Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. On May 1, 2015, the Court issued an Order Granting Flechner's Motion to Enforce the Confidential Settlement Agreement to Settle Certain Issues. On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner for $2,157,000. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the "Court") on August 28, 2015 in favor of Flechner in the amount of $2,157,000, plus interest through the date of judgment of $235,246, plus interest of $472.76/day from August 28, 2015 until paid in full. The Company, in good faith anticipation of a settlement did not appeal the judgment and therefore, the Company's notice of appeal was dismissed on November 17, 2015. This judgment is now non-appealable. The Company has recognized the daily interest due from the date of the August 28, 2015 judgment through December 31, 2019, totaling $772,063, resulting in a total amount of $3,164,309 being included in the Accrual for settlement of lawsuits relating to this matter in the accompanying December 31, 2019 consolidated balance sheet |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES The components of income tax expense for the years ended December 31, 2019 and 2018 consist of the following: 2019 2018 Current tax provision $ — $ — Deferred tax benefit (142,000 ) (203,000 ) Valuation allowance 142,000 203,000 Total income tax provision $ — $ — Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2019 and 2018 consist as follows: 2019 2018 Federal statutory tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % 0 % Permanent differences — — % Valuation allowance 21.0 % 21.0 % Effective tax rate — — Significant components of the Company's deferred tax assets as of December 31, 2019 and 2018 are summarized below. The calculations presented below at December 31, 2018 reflect the new U.S. federal statutory corporate tax rate of 21% effective January 1, 2018 (see Note 2). 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 7,248,000 $ 7,106,153 Impairment of assets 6,941,000 6,940,737 Stock based compensation 2,228,000 2,227,801 Loss on settlement of debt 32,000 31,500 Total deferred tax asset 16,449,000 16,306,191 Valuation allowance (16,449,000 ) (16,3064191 ) $ — $ — As of December 31, 2019, the Company had approximately $34,516,000 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2028. Future utilization of their net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. The Company believes that the issuance of their common stock in exchange for the Shea Mining and Milling properties in March of 2011 resulted in an "ownership change" under the rules and regulations of Section 382. Accordingly, the Company's ability to utilize their net operating losses generated prior to this date is limited to approximately $1,000,000 annually. As of December 31, 2019, we do not believe any of our net operating loss carry forward consists of deductions generated by the exercise of warrants or options to purchase our stock. In the future, the stock options referenced in the above table of deferred tax items may be exercised and we may receive a tax deduction. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2011 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On March 16, 2020 the Company executed a Line of Credit ("LOC") with GPR evidenced by a promissory note. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR's sole option. The LOC is for funding operating expenses critical to the Company's redirection and all requests for funds may be approved or disapproved in GPR's sole discretion. The LOC bears interest at 10% per annum, is convertible into shares of the Company's common stock at a per share price of $0.04 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien. As of the date of this filing, $64,335 has been drawn on this LOC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Standard Metals Processing, Inc., and its wholly owned subsidiaries Tonopah Milling and Metals Group, Inc. and its wholly owned subsidiaries Tonopah Custom Processing, Inc., and Tonopah Resources, Inc. All significant intercompany transactions, accounts and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain our cash in high-quality financial institutions. The balances, at times, may exceed federally insured limits. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are recorded at cost and depreciated, once placed in service, using the straight-line method over estimated useful lives as follows: Years Machinery and equipment 2-7 Vehicle 2 Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. |
Long-Lived Assets | Long-Lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used, including but not limited to, mineral properties, mine tailings, mine dumps, capital assets and intangible assets, when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. There were no impairment charges during the years ended December 31, 2019 and December 31, 2018. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue As of December 31,2019, we have recorded no revenues from custom permitted processing toll milling. If we achieve revenue generation, the Company plans to report such revenues consistent with ASC Topic 606. |
Financial Instruments | Financial Instruments The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. The fair value of short-term debt approximated the carrying amounts based upon the expected borrowing rate for debt with similar remaining maturities and comparable risk. |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per common share is determined using the weighted average number of common shares outstanding during the periods presented, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of options, warrants and conversion of convertible debt. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At December 31, 2019 and 2018, the weighted average shares from stock options of 28,076,223 and 32,576,223, respectively and warrants of 4,865,640 and 4,865,640, and number of equivalent shares of convertible notes payable 688,525 and 328,500 respectively were excluded from the diluted weighted average common share calculation due to the antidilutive effect such shares would have on net loss per common share. |
Income Taxes | Income Taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at December 31, 2017 and 2016. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the "Tax Reform Law"). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company believes the corporate tax rate reduction will have a favorable effect on its consolidated audited financial statements should it attain profitable operations. |
Recent Accounting Standards | Recent Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods for public business entities beginning after December 15, 2017, including interim periods within that reporting period. The new standard permits the use of either the retrospective or cumulative effect transition method. The Company adopted this standard on January 1, 2018, but as there have been no revenues to date, the Company does not expect the adoption to have a material impact and no transition method will be necessary upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases During the year ended December 31, 2019 and through April 1, 2020, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's consolidated financial statements. |
Management's Evaluation of Subsequent Events | Management's Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2019, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment | Years Machinery and equipment 2-7 Vehicle 2 |
Mining and Mineral Rights (Tabl
Mining and Mineral Rights (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Schedule of mining and mineral rights | FORMERLY - Property, Plant and Equipment: Shea Mining & Milling asset purchase $ 2,108,300 Equipment, net of $21,000 accumulated depreciation. 0 Construction in progress 1,775,224 $ 3,883,524 NOW Mining Assets and Mineral Rights $ 3,883,524 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options activity | Number of Weighted Options outstanding - December 31, 2017 32,576,223 $ 0.99 Granted — — Cancelled or expired --- 0.88 Exercised — — Options outstanding –December 31, 2018 32,576,223 $ 0.98 Granted — — Cancelled or expired — — Exercised 4,500,000 — Options outstanding –December 31, 2019 28,076,223 $ 1.07 |
Schedule of stock options by exercise price range | Options Outstanding and Exercisable at December 31, 2019 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 776,223 .8 years $ 0.60 $ — $0.61 to $1.00 9,800,000 .7 years $ 0.67 $ — $1.01 to $1.50 14,500,000 .8 years $ 1.25 $ — $1.51 to $2.25 3,000,000 1.3 years $ 1.63 $ — $0.40 to $2.25 28,076,223 .9 years $ 1.07 $ — Options Outstanding and Exercisable at December 31, 2018 Range of Number Weighted Weighted Aggregate $0.40 to $0.60 5,276,223 1.9 years $ 0.46 $ — $0.61 to $1.00 9,800,000 1.7 years $ 0.67 $ — $1.01 to $1.50 14,500,000 1.8 years $ 1.25 $ — $1.51 to $2.25 3,000,000 2.3 years $ 1.63 $ — $0.40 to $2.25 32,576,223 1.9 years $ 0.98 $ — (1) The aggregate intrinsic value in the table represents the difference between the closing stock price on December 31, 2019 and 2018 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2019 and 2018. |
Schedule of stock warrants outstanding | Number Weighted Range Weighted Outstanding at December 31, 2017 6,125,640 $ 0.86 $ 0.20 – 2.00 2.2 years Granted — Cancelled or expired (1,260,000 ) $ .50 $ 0.30 -0.70 Exercised — Outstanding at December 31, 2018 4,865,640 $ 0.84 $ 0.20 – 1.23 1.5 years Granted Cancelled or expired --- Exercised --- Warrants exercisable at December 31, 2019 4,865,640 $ 0.84 $ 0.20 - 1.23 0.5 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of Income tax expense (Benefit) | 2019 2018 Current tax provision $ — $ — Deferred tax benefit (142,000 ) (203,000 ) Valuation allowance 142,000 203,000 Total income tax provision $ — $ — |
Schedule of effective Income tax rate reconciliation | 2019 2018 Federal statutory tax rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % 0 % Permanent differences — — % Valuation allowance 21.0 % 21.0 % Effective tax rate — — |
Schedul;e of deferred tax assets and liabilities | 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 7,248,000 $ 7,106,153 Impairment of assets 6,941,000 6,940,737 Stock based compensation 2,228,000 2,227,801 Loss on settlement of debt 32,000 31,500 Total deferred tax asset 16,449,000 16,306,191 Valuation allowance (16,449,000 ) (16,3064191 ) $ — $ — |
Nature of Business (Details)
Nature of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Nature of Business (Textual) | ||
Net loss from operations | $ (677,165) | $ (10,154) |
Accumulated deficit | (103,862,127) | $ (103,184,962) |
Working capital deficit | 9,903,959 | |
Convertible Promissory Notes Payable [Member] | ||
Nature of Business (Textual) | ||
Cash proceeds | $ 205,625 | |
Number of cancelled for the exercise of a stock option | 192,080 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Vehicles [Member] | |
Operating Loss Carryforwards [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Operating Loss Carryforwards [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Operating Loss Carryforwards [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - shares | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Federal corporate tax rate | 21.00% | 21.00% | |
Stock Options [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Antidilutive effect shares (in shares) | 28,076,223 | 32,576,223 | |
ConvertibleDebtSecuritiesMember | |||
Summary of Significant Accounting Policies (Textual) | |||
Antidilutive effect shares (in shares) | 688,525 | 328,500 | |
Warrants [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Antidilutive effect shares (in shares) | 4,865,640 | 4,865,640 | |
Convertible Notes Payable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Federal corporate tax rate | 21.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Federal corporate tax rate | 34.00% |
Mining and Mineral Rights (Deta
Mining and Mineral Rights (Details) | Dec. 31, 2018USD ($) |
Property, Plant and Equipment: | |
Shea Mining & Milling asset purchase | $ 2,108,300 |
Equipment, net of $21,000 accumulated depreciation. | 0 |
Construction in progress | 1,775,224 |
Property, Plant and Equipment, Gross | 3,883,524 |
Mining Assets and Mineral Rights | $ 3,883,524 |
Mining and Mineral Rights (De_2
Mining and Mineral Rights (Details Textual) | Dec. 31, 2019USD ($)ft² |
Extractive Industries [Abstract] | |
Accumulated depreciation | $ | $ 21,000 |
Area of building | ft² | 21,875 |
Senior Secured Promissory Not_2
Senior Secured Promissory Note, Related Party (Details) - USD ($) | Oct. 10, 2013 | Dec. 31, 2019 | Dec. 31, 2018 |
Senior Secured Promissory Note, Related Party (Textual) | |||
Outstanding principal balance | $ 2,229,187 | $ 2,229,187 | |
Accrued interest | 1,143,473 | $ 955,701 | |
Debt face amount | $ 113,575 | ||
8% Senior Secured Convertible Promissory Note Due on April 10, 2015 [Member] | Pure Path Capital Management Company, LLC [Member] | |||
Senior Secured Promissory Note, Related Party (Textual) | |||
Debt face amount | $ 2,500,000 | ||
Original principal balance | $ 1,933,345 | ||
Number of shares issued upon debt conversion (in shares) | 27,000,000 | ||
Interest rate | 8.00% | ||
Debt default additional interest | 15.00% |
Promissory Notes Payable - Re_2
Promissory Notes Payable - Related Party (Details) - USD ($) | Nov. 04, 2015 | Oct. 29, 2015 | Oct. 20, 2015 | Jul. 31, 2015 | Apr. 13, 2015 | Feb. 13, 2015 | Feb. 11, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Promissory Notes Payable - Related Party (Textual) | |||||||||
Debt face amount | $ 113,575 | ||||||||
Accrued interest | $ 182,084 | $ 140,535 | |||||||
Tina Gregerson Family Properties, LLC [Member] | |||||||||
Promissory Notes Payable - Related Party (Textual) | |||||||||
Debt face amount | $ 750,000 | ||||||||
8% Unsecured Promissory Note [Member] | Tina Gregerson Family Properties, LLC [Member] | |||||||||
Promissory Notes Payable - Related Party (Textual) | |||||||||
Debt term | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | ||
Cash proceeds | $ 15,000 | $ 12,000 | $ 2,500 | $ 150,000 | $ 50,000 | $ 48,000 | $ 200,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | May 31, 2018 | Jan. 29, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 113,575 | ||||
Stock conversion price (in dollars per share) | $ 0.0426 | ||||
Unamortized debt discount | $ 13,575 | ||||
Accrued interest | 96,659 | $ 955,701 | |||
Amortization expense | 71,860 | ||||
Beneficial conversion feature | 38,000 | ||||
Convertible notes payable, description | On June 14, 2018, the Company settled an outstanding account payable through the issuance and subsequent conversion of a convertible promissory note in the principal amount of $10,000. The note, which was issued December 29, 2017, was due December 29, 2018 and accrued interest at 6%. The note was convertible into common shares of the Company at a conversion price of $0.025. The note was issued as a settlement in exchange for a $91,463 account payable, that the noteholder purchased from a vendor on December 29, 2017. Upon conversion of the note into 411,046 shares of restricted common stock of the Company, the noteholder signed a debt settlement and release agreement for the outstanding account payable, resulting in a gain on settlement to be recognized in the year ended December 31, 2018, of $81,463. | ||||
Related party advance | $ 205,655 | ||||
Accounts payable | 137,655 | ||||
Outstanding convertible promissory notes payable | 68,000 | ||||
Other Advances | 13,575 | ||||
Principal advance | 109,055 | ||||
Convertible promissory note | $ 192,080 | ||||
Stock option restricted common shares | 4,500,000 | ||||
Pre-existing convertible note | $ 100,000 | ||||
6% Two Convertible Promissory Note [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 144,796 | $ 8,000 | |||
Interest rate | 6.00% | ||||
Debt term | 1 year | ||||
Stock conversion price (in dollars per share) | $ 0.05 | ||||
Unamortized debt discount | 46,250 | ||||
Unamortized debt discount previously | 38,000 | ||||
Accrued interest | $ 3,385 | ||||
Amortization expense | 71,860 | ||||
Beneficial conversion feature | $ 38,000 | ||||
6% Two Convertible Promissory Note [Member] | Restricted Stock [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Number of shares issued upon debt conversion (in shares) | 2,693,978 | ||||
6% Two Convertible Promissory Note [Member] | Restricted Stock [Member] | Minimum [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Stock conversion price (in dollars per share) | $ 0.025 | ||||
6% Two Convertible Promissory Note [Member] | Restricted Stock [Member] | Maximum [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Stock conversion price (in dollars per share) | $ 0.075 | ||||
6% Three Convertible Promissory Note [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 15,000 | ||||
Interest rate | 6.00% | ||||
Debt term | 1 year | ||||
Stock conversion price (in dollars per share) | $ 0.05 | ||||
6% Two Convertible Promissory Note [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 40,000 | ||||
Interest rate | 6.00% | ||||
Debt term | 1 year | ||||
Stock conversion price (in dollars per share) | $ 0.05 | ||||
Two Convertible Promissory Note May 2018 [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 105,000 | ||||
Accrued interest | $ 2,387 | ||||
Two Convertible Promissory Note May 2018 [Member] | Restricted Stock [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Unamortized debt discount | 16,277 | ||||
Number of shares issued upon debt conversion (in shares) | 2,051,864 | ||||
Two Convertible Promissory Note May 2018 [Member] | Restricted Stock [Member] | Minimum [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Stock conversion price (in dollars per share) | $ 0.05 | ||||
Two Convertible Promissory Note May 2018 [Member] | Restricted Stock [Member] | Maximum [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Stock conversion price (in dollars per share) | $ 0.09 | ||||
6% Convertible Promissory Note [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Amortization expense | $ 38,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||
Options outstanding | 32,576,223 | 32,576,223 |
Granted | ||
Cancelled or expired | ||
Exercised | 4,500,000 | |
Options outstanding | 28,076,223 | 32,576,223 |
Weighted Average Exercise Price | ||
Options outstanding | $ 0.98 | $ 0.99 |
Granted | ||
Cancelled or expired | 0.88 | |
Exercised | ||
Options outstanding | $ 1.07 | $ 0.98 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
$0.40 to $0.60 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price lower range limit, per share | $ 0.40 | $ 0.40 |
Exercise price upper range limit, per share | $ 0.60 | $ 0.60 |
Number Outstanding, shares | 776,223 | 5,276,223 |
Weighted Remaining Contractual Life | 8 years | 1 year 10 months 25 days |
Weighted Average Exercise Price, per share | $ 0.60 | $ 0.46 |
Aggregate Intrinsic Value | ||
$0.61 to $1.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price lower range limit, per share | $ 0.61 | $ 0.61 |
Exercise price upper range limit, per share | $ 1 | $ 1 |
Number Outstanding, shares | 9,800,000 | 9,800,000 |
Weighted Remaining Contractual Life | 7 years | 1 year 8 months 12 days |
Weighted Average Exercise Price, per share | $ 0.67 | $ 0.67 |
Aggregate Intrinsic Value | ||
$1.01 to $1.50 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price lower range limit, per share | $ 1.01 | $ 1.01 |
Exercise price upper range limit, per share | $ 1.50 | $ 1.50 |
Number Outstanding, shares | 14,500,000 | 14,500,000 |
Weighted Remaining Contractual Life | 8 years | 1 year 9 months 18 days |
Weighted Average Exercise Price, per share | $ 1.25 | $ 1.25 |
Aggregate Intrinsic Value | ||
$1.51 to $2.25 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price lower range limit, per share | $ 1.51 | $ 1.51 |
Exercise price upper range limit, per share | $ 2.25 | $ 2.25 |
Number Outstanding, shares | 3,000,000 | 3,000,000 |
Weighted Remaining Contractual Life | 1 year 3 months 19 days | 2 years 3 months 19 days |
Weighted Average Exercise Price, per share | $ 1.63 | $ 1.63 |
Aggregate Intrinsic Value | ||
$0.40 to $2.25 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price lower range limit, per share | $ 0.40 | $ 0.40 |
Exercise price upper range limit, per share | $ 2.25 | $ 2.25 |
Number Outstanding, shares | 28,076,223 | 32,576,223 |
Weighted Remaining Contractual Life | 9 years | 1 year 10 months 25 days |
Weighted Average Exercise Price, per share | $ 1.07 | $ 0.98 |
Aggregate Intrinsic Value |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Beginning Balance | 4,865,640 | 6,125,640 | |
Granted | |||
Cancelled or expired Exercised | (1,260,000) | ||
Exercised | |||
Ending Balance | 4,865,640 | 6,125,640 | |
Warrants exercisable | 4,865,640 | ||
Beginning Balance (in dollars per share) | $ 0.84 | $ 0.86 | |
Granted (in dollars per share) | |||
Cancelled or expired Exercised (in dollars per share) | 0.50 | ||
Exercised (in dollars per share) | |||
Ending Balance (in dollars per share) | $ 0.84 | $ 0.86 | |
Warrants exercisable (in dollars per share) | $ 0.84 | ||
Outstanding | 1 year 6 months | 2 years 2 months 12 days | |
Warrants exercisable | 6 months | ||
Minimum [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Beginning Balance (in dollars per share) | $ 0.20 | $ 0.20 | |
Cancelled or expired Exercised (in dollars per share) | 0.30 | ||
Ending Balance (in dollars per share) | 0.20 | $ 0.20 | |
Warrants exercisable (in dollars per share) | 0.20 | ||
Maximum [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Beginning Balance (in dollars per share) | 1.23 | 2 | |
Cancelled or expired Exercised (in dollars per share) | 0.70 | ||
Ending Balance (in dollars per share) | $ 1.23 | $ 2 | |
Warrants exercisable (in dollars per share) | $ 1.23 |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 22, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shareholders' Deficit (Textual) | |||
Liquidation preference | $ 10,000,000 | ||
Market value of equity | $ 200,000,000 | ||
Distribution in liquidation, description | ● The Company has an average market capitalization (calculated by adding the value of all outstanding shares of Common Stock valued at the Company’s closing sale price on the OTCQB or other applicable bulletin board or exchange, plus the value of the outstanding Series A Preferred Stock at the Original Issues Price per share) of $200,000,000 or more over any 90 day period. The holders of the Series A Preferred Stock would have the right, for 30 days after the end of such qualifying 90 day measurement period, to require the Company to purchase the Series A Preferred Stock for an amount equal to the Liquidation Value. ● Any Liquidity Event in which the Company receives proceeds of $50,000,000 or more. For purposes hereof, a "Liquidity Event" means any (a) liquidation, dissolution or winding up of the Company; (b) acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange, share purchase or consolidation) provided that the applicable transaction shall not be deemed a liquidation unless the Company's stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries. | ||
Convertible promissory note payable | $ 113,575 | ||
Aggregate intrinsic value | $ 4,865,640 | ||
Aggregate intrinsic of warrant outstanding | 0 | 0 | |
Warrants expiration date | Dec. 31, 2018 | ||
Number of options granted | 4,500,000 | ||
Originally exercisable per share | $ 0.44 | ||
Amount of option exercised per share | $ 0.0426 | ||
Amount of related party | $ 192,079.97 | ||
Stock price on date of exercise | $ 0.04 | ||
Revalued exercise price | $ 0.0426 | ||
Annual risk free interest rate | 1.57% | ||
Annualized volatility | 244.80% | ||
Wits Basin Precious Minerals Inc [Member] | Exercise Price Range 1 [Member] | |||
Shareholders' Deficit (Textual) | |||
Warrants to purchase common stock | 630,000 | ||
Exercise price | $ 0.70 | ||
Wits Basin Precious Minerals Inc [Member] | Exercise Price Range 2 [Member] | |||
Shareholders' Deficit (Textual) | |||
Warrants to purchase common stock | 630,000 | ||
Exercise price | $ 0.30 | ||
Promissory Notes Payable [Member] | |||
Shareholders' Deficit (Textual) | |||
Convertible promissory note payable | $ 192,080 | ||
Restricted common share | 4,500,000 | ||
Common shares conversion price | $ 0.0426 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 12, 2015 | Aug. 28, 2015 | Dec. 31, 2019 |
Commitments and Contingencies (Textual) | |||
Interest expense | $ 772,063 | ||
Accrual settlement | $ 3,164,309 | ||
Stephen E. Flechner v. Standard Metals Processing, Inc. [Member] | |||
Commitments and Contingencies (Textual) | |||
Damages paid | $ 2,157,000 | $ 2,157,000 | |
Interest damages paid | $ 235,246 | ||
Interest damages paid, per day | 472.76 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current tax provision | ||
Deferred tax benefit | (142,000) | (203,000) |
Valuation allowance | 142,000 | 203,000 |
Total income tax provision | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | 0.00% | 0.00% |
Permanent differences | ||
Valuation allowance | 21.00% | 21.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 7,248,000 | $ 7,106,153 |
Impairment of assets | 6,941,000 | 6,940,737 |
Stock based compensation | 2,228,000 | 2,227,801 |
Loss on settlement of debt | 32,000 | 31,500 |
Total deferred tax asset | 16,449,000 | 16,306,191 |
Valuation allowance | (16,449,000) | (163,064,191) |
Deferred tax assets net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
U.S. federal statutory corporate tax rate | 21.00% | 21.00% |
Federal net operating loss carry forwards | $ 34,516,000 | |
Operating loss carry forwards, description | These carry forwards, if not used, will begin to expire in 2028. | |
Net operating losses | $ 1,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Granite Peak Resources [Member] - Subsequent Event [Member] | 1 Months Ended |
Mar. 16, 2020USD ($) | |
Subsequentt Event (Textual) | |
Subsequent event, description | The Company executed a Line of Credit (“LOC”) with GPR evidenced by a promissory note. The LOC is for up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years, respectively, at GPR’s sole option. The LOC is for funding operating expenses critical to the Company’s redirection and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, is convertible into shares of the Company’s common stock at a per share price of $0.04 based on the last closing sale price on the date of execution and will be secured by the real and personal property GPR already has under lien. |
Amount drawn on line of credit | $ 64,335 |