Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | APPLIED MINERALS, INC. | |
Entity Central Index Key | 0000008328 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 390,842,696 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Address, State or Province | UT | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-0096527 | |
Entity Address, Address Line One | 1200 Silver City Road, PO Box 432 | |
Entity Address, City or Town | Eureka | |
Entity Address, Postal Zip Code | 84628 | |
Local Phone Number | 433-2059 | |
City Area Code | 435 | |
Entity File Number | 000-31380 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 729,828 | $ 74,253 |
Accounts receivable | 92,575 | 34,309 |
Deposits and prepaid expenses | 20,452 | 161,999 |
Total Current Assets | 842,855 | 270,561 |
Land | 500,000 | 500,000 |
Operating lease right-of-use asset | 0 | 28,111 |
Finance lease right-of-use asset | 33,893 | 42,821 |
Other Assets | ||
Deposits | 297,320 | 336,328 |
Total Other Assets | 297,320 | 336,328 |
TOTAL ASSETS | 1,674,068 | 1,177,821 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,306,219 | 3,017,454 |
PIK Note interest accrual | 623,690 | 372,028 |
Current portion of PIK Notes payable, net of $365,529 debt discount | 48,298,591 | |
Current portion of notes payable | 110,880 | 112,835 |
Current portion of finance lease liabilities | 12,519 | 11,986 |
Current portion of operating lease liabilities | 0 | 29,085 |
Total Current Liabilities | 50,351,899 | 3,543,388 |
Long-Term Liabilities | ||
PIK Notes payable, net of $681,102 debt discount | 47,004,480 | |
Deferred revenue | 1,000,000 | 1,000,000 |
Finance lease liabilities | 21,373 | 30,835 |
Total Long-Term Liabilities | 1,021,373 | 48,035,315 |
TOTAL LIABILITIES | 51,373,272 | 51,578,703 |
Stockholders' Deficit | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, and 164,000 and 262,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 78 | 262 |
Common stock, $0.001 par value, 700,000,000 shares authorized, and 366,974,683 and 217,655,150 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively (208,818,846 reserved in Treasury) | 366,974 | 217,654 |
Additional paid-in capital | 76,937,697 | 74,686,581 |
Accumulated deficit prior to the exploration stage | (20,009,496) | (20,009,496) |
Accumulated deficit during the exploration stage | (106,994,457) | (105,295,883) |
Total Stockholders' Deficit | (49,699,204) | (50,400,882) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,674,068 | $ 1,177,821 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current portion of PIK Notes payable, debt discount | $ 365,529 | |
PIK Notes payable, debt discount | $ 681,102 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 164,000 | 262,000 |
Preferred Stock, Shares Outstanding | 164,000 | 262,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares, Issued | 366,974,683 | 217,655,150 |
Common Stock, Shares, Outstanding | 366,974,683 | 217,655,150 |
Treasury Stock, Common, Shares | 208,818,846 | 208,818,846 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | $ 111,688 | $ 360,815 | $ 295,838 | $ 1,099,980 |
OPERATING EXPENSES: | ||||
Production costs | 140,123 | 434,225 | 451,418 | 1,315,350 |
Exploration costs | 16,098 | 47,866 | 266,111 | 175,715 |
General and administrative | 341,847 | 443,503 | 1,082,953 | 1,244,975 |
Total Operating Expenses | 498,068 | 925,594 | 1,800,482 | 2,736,040 |
Operating Loss | (386,380) | (564,779) | (1,504,644) | (1,636,060) |
OTHER INCOME (EXPENSES): | ||||
Interest expense, net (including amortization of deferred financing cost and debt discount) | (643,933) | (474,579) | (1,596,548) | (1,401,878) |
Gain on forgiveness of PPP loan | 0 | 0 | 223,075 | |
Gain on sale of iron oxide assets | 1,938,000 | 1,938,000 | 0 | |
Other income (expense), net | 716,800 | 20,308 | 535,382 | 114,662 |
Total Other Income (Expense) | 577,267 | (454,271) | (193,930) | (1,064,141) |
NET INCOME (LOSS) | $ 190,887 | $ (1,019,050) | $ (1,698,574) | $ (2,700,201) |
Net Income (Loss) Per Common Share Basic | $ 0 | $ 0.01 | $ 0.01 | $ 0.02 |
Net Income (Loss) Per Common Share Diluted | $ 0 | $ 0.01 | $ 0.01 | $ 0.02 |
Weighted Average Common Shares Outstanding Basic | 321,090,805 | 199,138,961 | 276,820,927 | 194,202,348 |
Weighted Average Common Shares Outstanding Diluted | 321,090,805 | 199,138,961 | 276,820,927 | 194,202,348 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit Prior to Exploration Stage [Member] | Accumulated Deficit During Exploration Stage [Member] |
Balance at Dec. 31, 2020 | $ (47,829,437) | $ 183,939 | $ 128 | $ 74,008,636 | $ (20,009,496) | $ (102,012,644) |
Balance (in shares) at Dec. 31, 2020 | 183,938,549 | 128,000 | ||||
Shares issued upon conversion of Series B Preferred Stock | $ 8,380 | $ 15,805 | $ (223) | (7,202) | ||
Shares issued upon conversion of Series B Preferred Stock (in shares) | 15,805,934 | (223,000) | ||||
Shares issued as part of liability settlement (in shares) | 1,162,791 | |||||
Issuance of shares for debt issuance cost | $ 58,140 | |||||
Issuance of shares of common stock for consulting services (in shares) | 9,528,689 | 3,836,475 | ||||
Beneficial conversion feature on Convertible Series B Preferred Stock | $ 225,137 | 225,137 | ||||
Deemed dividend from beneficial conversion feature on Convertible Series B Preferred Stock | (225,137) | (225,137) | ||||
Shares of Series B Preferred Stock issued in private placement | 385,000 | $ 352 | 384,648 | |||
Shares of Series B Preferred Stock issued in private placement (in shares) | 352,136 | |||||
Shares issued for cashless exercise of options | $ 3,836 | (3,836) | ||||
Shares issued for cashless exercise of options (in shares) | 3,836,475 | |||||
Shares issued for employee bonus | 58,140 | $ 1,163 | 56,977 | |||
Shares issued for employee bonus (in shares) | 1,162,791 | |||||
Stock option compensation expense | 155,058 | 155,058 | ||||
Net income (loss) | (2,700,201) | (2,700,201) | ||||
Balance at Sep. 30, 2021 | (49,923,060) | $ 204,743 | $ 257 | 74,594,281 | (20,009,496) | (104,712,845) |
Balance (in shares) at Sep. 30, 2021 | 204,743,749 | 257,136 | ||||
Balance at Jun. 30, 2021 | (49,251,882) | $ 195,105 | $ 176 | 74,256,128 | (20,009,496) | (103,693,795) |
Balance (in shares) at Jun. 30, 2021 | 195,105,088 | 176,136 | ||||
Shares issued upon conversion of Series B Preferred Stock | 700 | $ 9,638 | $ (95) | (8,843) | ||
Shares issued upon conversion of Series B Preferred Stock (in shares) | 9,638,661 | (95,000) | ||||
Beneficial conversion feature on Convertible Series B Preferred Stock | 112,525 | 112,525 | ||||
Deemed dividend from beneficial conversion feature on Convertible Series B Preferred Stock | (112,525) | (112,525) | ||||
Shares of Series B Preferred Stock issued in private placement | 200,000 | $ 176 | 199,824 | |||
Shares of Series B Preferred Stock issued in private placement (in shares) | 176,000 | |||||
Stock option compensation expense | 147,172 | 147,172 | ||||
Net income (loss) | (1,019,050) | (1,019,050) | ||||
Balance at Sep. 30, 2021 | (49,923,060) | $ 204,743 | $ 257 | 74,594,281 | (20,009,496) | (104,712,845) |
Balance (in shares) at Sep. 30, 2021 | 204,743,749 | 257,136 | ||||
Balance at Dec. 31, 2021 | $ (50,400,882) | $ 217,654 | $ 262 | 74,686,581 | (20,009,496) | (105,295,883) |
Balance (in shares) at Dec. 31, 2021 | 217,655,150 | 262,000 | ||||
Shares issued upon conversion of Series B Preferred Stock | $ 96,798 | $ (262) | (96,536) | |||
Shares issued upon conversion of Series B Preferred Stock (in shares) | 20,164,153 | 96,797,312 | (262,000) | |||
Shares issued as part of liability settlement | $ 128,445 | $ 22,222 | 106,223 | |||
Shares issued as part of liability settlement (in shares) | 22,222,221 | |||||
Forgiveness of related party liabilities | 1,991,061 | 1,991,061 | ||||
Shares issued to BMI Minerals Company | 62,000 | $ 20,000 | 42,000 | |||
Shares issued to BMI Minerals Company (in shares) | 20,000,000 | |||||
Share issuance cost | (20,000) | (20,000) | ||||
Issuance of shares for debt issuance cost | 1,740 | $ 300 | 1,440 | |||
Issuance of shares for debt issuance cost (in shares) | 300,000 | |||||
Issuance of shares of common stock for consulting services | $ 70,000 | $ 10,000 | 60,000 | |||
Issuance of shares of common stock for consulting services (in shares) | 70,000 | 10,000,000 | ||||
Beneficial conversion feature on Convertible Series B Preferred Stock | $ 77,876 | 77,876 | ||||
Deemed dividend from beneficial conversion feature on Convertible Series B Preferred Stock | (77,876) | (77,876) | ||||
Shares of Series B Preferred Stock issued in private placement | $ 75,000 | $ 78 | 74,922 | |||
Shares of Series B Preferred Stock issued in private placement (in shares) | 78,000 | |||||
Shares issued for cashless exercise of options (in shares) | 0 | |||||
Stock option compensation expense | $ 92,006 | 92,006 | ||||
Net income (loss) | (1,698,574) | (1,698,574) | ||||
Balance at Sep. 30, 2022 | (49,699,204) | $ 366,974 | $ 78 | 76,937,697 | (20,009,496) | (106,994,457) |
Balance (in shares) at Sep. 30, 2022 | 366,974,683 | 78,000 | ||||
Balance at Jun. 30, 2022 | (52,047,403) | $ 285,786 | $ 164 | 74,861,487 | (20,009,496) | (107,185,344) |
Balance (in shares) at Jun. 30, 2022 | 285,787,382 | 164,000 | ||||
Shares issued upon conversion of Series B Preferred Stock | $ 43,410 | $ (86) | (43,324) | |||
Shares issued upon conversion of Series B Preferred Stock (in shares) | 43,409,524 | (86,000) | ||||
Shares issued as part of liability settlement | 74,667 | $ 17,778 | 56,889 | |||
Shares issued as part of liability settlement (in shares) | 17,777,777 | |||||
Forgiveness of related party liabilities | 1,991,061 | 1,991,061 | ||||
Shares issued to BMI Minerals Company | 62,000 | $ 20,000 | 42,000 | |||
Shares issued to BMI Minerals Company (in shares) | 20,000,000 | |||||
Share issuance cost | (20,000) | (20,000) | ||||
Beneficial conversion feature on Convertible Series B Preferred Stock | 51,929 | 51,929 | ||||
Deemed dividend from beneficial conversion feature on Convertible Series B Preferred Stock | (51,929) | (51,929) | ||||
Stock option compensation expense | 49,584 | 49,584 | ||||
Net income (loss) | 190,887 | 190,887 | ||||
Balance at Sep. 30, 2022 | $ (49,699,204) | $ 366,974 | $ 78 | $ 76,937,697 | $ (20,009,496) | $ (106,994,457) |
Balance (in shares) at Sep. 30, 2022 | 366,974,683 | 78,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,698,574) | $ (2,700,201) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation of finance lease | 8,928 | 4,869 |
Amortization of debt discount | 9,566 | 0 |
Amortization of discount - PIK Notes | 315,573 | 299,426 |
Accrued interest on PIK Notes | 1,238,435 | 1,036,691 |
Stock issued for settlement of liabilities | 128,445 | 0 |
Stock based compensation expense | 162,006 | 213,199 |
Non-cash lease expense | 28,111 | 80,518 |
Gain on sale of obsolete equipment | (50,000) | 0 |
Gain on sale of iron oxide assets | (1,938,000) | 0 |
Stock issued for interest | 0 | 8,379 |
Gain on forgiveness of PPP loan | 0 | (223,075) |
Change in operating assets and liabilities: | ||
Accounts receivable | (58,266) | 43,302 |
Deposits and prepaids | 180,555 | 158,493 |
Operating lease liabilities | (29,085) | (82,584) |
Financing lease liabilities | (9,076) | 0 |
Accounts payable and accrued liabilities | 271,591 | 187,151 |
Net cash (used in) provided by operating activities | (1,439,791) | (973,832) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of equipment | 50,000 | 0 |
Proceeds from sale of iron oxide assets | 1,938,000 | 0 |
Net cash provide by (used in) investing activities | 1,988,000 | 0 |
Cash Flows from Financing Activities: | ||
Payments on finance lease liability | (5,882) | (6,029) |
Proceeds from notes payable | 200,000 | 0 |
Proceeds from Paycheck Protection Program loan | 0 | 264,472 |
Payments on notes payable | (90,917) | 0 |
Proceeds from private placement of Series B Preferred Stock | 75,000 | 385,000 |
Proceeds from sale of shares of common stock, net of issuance costs | 42,000 | 0 |
Payments on insurance financing | (112,835) | (133,081) |
Net cash provided by (used in) financing activities | 107,366 | 510,362 |
Net change in cash | 655,575 | (463,470) |
Cash at beginning of period | 74,253 | 669,560 |
Cash at end of period | 729,828 | 206,090 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 31,470 | 6,037 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash financing activity: | ||
Capitalization of ROU asset and finance lease liability | 0 | 51,733 |
Boral settlement payable | (8,235) | 0 |
Forgiveness of related party liabilities | 1,991,061 | 0 |
Deemed dividend on convertible Preferred Stock Series B due to BCF | 77,876 | 225,137 |
Accrued PIK interest paid through issuance of PIK Notes | 986,774 | 943,990 |
Stock issued for cashless options exercised | 1,740 | 3,836 |
Common stock issued upon conversion of Series B Preferred Stock | $ 96,798 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Description Of Business | NOTE 1– ORGANIZATION AND DESCRIPTION OF BUSINESS Applied Minerals, Inc. (the “Company” or “Applied Minerals” or “we” or “us”) (OTC: AMNL) is the owner of the Dragon Mine located in the Tintic Mining District of the State of Utah from where it produces halloysite clay and iron oxide. The Company markets its halloysite clay under the DRAGONITE trade name. The Company markets its DRAGONITE halloysite clay products into the as an additive into the ceramic, molecular sieve, catalyst, polymer, flame retardant, and coatings markets. The Company regularly sells its halloysite clay products to six customers. Several prospective customers are conducting either commercial-scale trials or field trials for an array of products that use DRAGONITE. The Company believes its DRAGONITE halloysite clay has potential use in lithium-ion battery formulations. In particular, halloysite has been shown to be an effective precursor of porous silicon for use as anode material, a coating to improve the conductivity of separators and an additive to improve the conductivity of solid polymer electrolytes. Applied Minerals is a publicly traded company incorporated in the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL. Status of the Company for SEC Reporting Purposes The Company is classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”). Under Industry Guide 7, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Industry Guide 7. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified Sale of Iron Oxide Assets On August 9, 2022 the Company closed on the sale of the rights to its iron oxide resource, 20 million shares of restricted common stock, its Alpine Mill building, and related milling equipment. In exchange for $300,000, less a previously paid down payment of $120,000 and $20,000 of reimbursable legal expenses, the Company sold to BMI Minerals Company (" BMCO") the rights to its iron oxide resource and 20 million restricted shares of common stock of the Company. The market value of the shares of common stock issued to BMCO was $42,000. In exchange for $1,700,000, the Company sold to Brady McCasland, Inc. ("BMI") , a company affiliated with BMCO, its Alpine Mill building and related iron milling equipment. In conjunction with the sale of the Alpine Mill building the Company entered into (i) a ground lease with a term of 100 years, (ii) a Mining Operations Agreement and a (iii) Milling Operations Agreement. The net gain recognized by the Company on the sale of the iron oxide assets was $1,938,000 which is equal to the gross proceeds of $2,000,000 realized from the sale less the $42,000 market value of the common stock issued to BMCO less $20,000 of legal expenses incurred by BMCO that were reimbursed by the Company. As part of the sale the Company agreed to pay waiver fees of $375,000 to the majority holders of each of its Series A PIK Notes and Series 2023 Notes. The $750,000 in PIK Note waiver fees is included as other expense in the Company’s Consolidated Statements of Operations. Additionally, to provide the necessary waivers related to the sale of the Iron Oxide Assets, the majority holders of the each of the Series A PIK Notes and Series 2023 Notes required that directors Mario Concha, Robert Betz, John Levy and Geoffrey Scott relinquish approximately $1.9 million of accrued and unpaid fees and related compensation owed to them as of August 2022. Directors Concha, Betz, Levy and Scott all agreed to relinquish their fees and related compensation, which are included as a capital contribution in the Company’s Consolidated Statements of Equity. M ining Operations Agreement and Milling Operations Agreement I n conjunction with entering into the sale of the Iron Oxide Assets, the Company entered into a Mining Operations Agreement with BMCO and a Milling Operations Agreement with BMI. Under the terms of the Mining Operations Agreement, AMI will be required to extract, haul, store and prepare for processing the i ron xide inerals (“Mining”) for BMCO. BMCO will reimburse AMI for all direct Mining costs and pay AMI 10% of the labor costs included in the Mining costs as a fee. AMI will have direct oversight over all Mining activities including the activities of contract labor that may be utilized for Mining. The Mining Operations Agreement will require AMI to make available to BMCO iron mining equipment owned by AMI. Under the Mining Operations Agreement, BMCO will pay AMI, depending on the sale price, either 20% or 25% of the gross profit of any sales of crushed, screened or milled iron to four Qualified Customers that have been developed by AMI. Under the terms of the Milling Operations Agreement, AMI will be required to mill, package and prepare for shipping (“Milling”) the iron oxide minerals for BMI. BMI will reimburse AMI for any costs it incurs directly related to Milling of iron oxide minerals for BMI. BMI will also pay AMI 10% of the labor costs included in the Milling costs as a fee. AMI will have direct oversight over all Milling activities including the activities of any contract labor that may be utilized for Milling. As part of the Milling Operations Agreement, BMI will agree to allow AMI to utilize any excess capacity of the Mill. BMI and AMI will each pay its share of the maintenance expense of the Mill based on the volume of minerals each processes through the Mill. AMI will maintain ownership of the laboratory equipment located in the Mill and allow BMI to use the equipment for a fee. Settlement with Mining Services Contractor In March 2022, the Company entered into a Settlement Letter with a former contractor for an amount equal to $200,000. Under the terms of the Settlement Letter, the Company agreed to (i) make ten consecutive monthly cash payments of $10,000 to the former contractor beginning in April 2022 and (ii) issue 4,444,444 restricted shares of common stock to the former contractor. If the weighted average trading price of the shares of the Company’s common stock over the five trading days immediately preceding October 1, 2022 (“WATP”) was less than $0.0225 per share, the Company agreed, at its option, to (a) issue to the former contractor a number of shares of common stock equal to ((4,444,444 x (0.0225 – WATP)) / (0.9 x WATP)) or (b) make a cash payment to the former contractor equal to ((4,444,444 x (0.0225 – WATP)). Prior to the close of the sale of the iron oxide assets, the contractor filed a lien on the Dragon Mine property related to amounts owed under the March 2022 settlement agreement. In July 2022, the Company and the contractor entered into a final settlement agreement under which, upon the close of the sale of the iron oxide, the Company paid the contractor $49,732 in cash and issued to the contractor an additional 17,777,777 restricted shares of common stock. In total the Company paid the contractor $111,111 in cash and issued to the contractor 22,222,221 restricted shares of common stock. Exploration Agreement On December 22, 2017, the Company and Continental Mineral Claims, Inc. (“CMC”) entered into an Exploration Agreement with Option to Purchase (“Agreement”). The Company granted to CMC the exclusive right and option to enter upon and conduct mineral exploration activities (the “Exploration License”) for Metallic Minerals on the Company’s Dragon Mine minesite in Utah (the “Mining Claims”). Metallic Minerals are defined to include minerals with a high specific gravity and metallic luster, such as gold, silver, lead, copper, zinc, molybdenum, titanium, tungsten, uranium, tin, iron, etc., but shall exclude any such Metallic Minerals that are intermingled within any economically-recoverable, non-metallic mineral deposits located at or above an elevation of 5,590 feet above sea level. Non-metallic minerals include clay and iron oxide, the minerals mined by the Company. The Company believes that all economic recoverable non-metallic mineral deposits are well above 5,590 feet above sea level. The Exploration License is for a period of ten years. In consideration of the Exploration License CMC paid the Company $350,000 upon the execution of the agreement and paid it $150,000 on the first anniversary of the Exploration License in December 2018. CMC will pay the Company $250,000 on or before each subsequent anniversary during the Exploration License term following the first anniversary of the Effective Date of this Agreement unless the Exploration License is terminated earlier by CMC by exercising the option or failing to make the required payment for the Exploration License. On March 25, 2020, the Company and Tintic Copper and Gold, Inc. (CMC’s successor) (“Tintic”) agreed to lower the exercise price of the Option to $1,050,000 and Tintic immediately exercised the Option. The Company also provided Tintic with a Right of First Offer, which expires on December 21, 2027 and can be extended to December 21, 2032 for $250,000. Upon the exercise of the option, the Company retained the all rights and title to (1) the surface interest (with exception of those rights associated with the Metallic Rights), and (2) all non-metallic minerals (expressly including all industrial minerals including clays and iron oxides). Upon the exercise of the option the Company retained protections against unreasonable interference of its current and future mining operations by CMC. CMC may not do anything that may, at the Company’s determination, adversely impact the Company’s Mining Operations. “Mining Operations” shall mean the activities incident to mineral extraction, permitting, and any operations by CMC or the Company relating to the removal of minerals, respectively, that are or may reasonably be conducted on the Mining Claims, including the exploration for, and development, active mining, removing, producing and selling of any minerals, including the Metallic Minerals. The Agreement states that the parties understand that the Company is willing to enter into the Agreement only if it is assured that CMC will not have any right to unreasonably interfere with the Company’s current mining operations and possible future Mining Operations on the Mining Claims. Impact of COVID–19 Pandemic on Financial Statements In December 2019, a novel strain of COVID-19 was reported in China. Since then, COVID-19 has spread globally, to include Canada, the United States and several European countries. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Since then, many countries around the world imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus and have closed non-essential businesses. The effects of the COVID-19 restrictions adversely affected our business in 2020 and 2021 as certain customers delayed purchases of our DRAGONITE halloysite clay products. As countries, including the U.S., begin to ease restrictions some of our customers have begun, during 2022, to resume their previously planned purchases of our DRAGONITE halloysite clay products. |
GOING CONCERN AND BASIS OF PRES
GOING CONCERN AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Going Concern And Basis Of Presentation [Abstract] | |
Going Concern And Basis Of Presentation | NOTE 2 – GOING CONCERN AND BASIS OF PRESENTATION The Company has suffered recurring losses from operations and currently a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that in order for the Company to meet its obligations arising from normal business operations through November 2 9 Based on the Company’s current cash usage expectations, management believes it may not have sufficient liquidity to fund its operations through November 2 9 |
BASIS OF REPORTING AND SIGNIFIC
BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Reporting and Significant Accounting Policies | NOTE 3 – BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements of Applied Minerals, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature, which are considered necessary for a fair presentation of the financial position of the Company and the results of its operations and cash flows for the periods presented. The results of operations for the nine months ended Septe m The accompanying interim unaudited consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes. As of November 2 9 Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of September 30, 2022, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors, which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods. Concentration of Credit Risk Cash balances, accounts receivable and derivative financial instruments are financial instruments potentially subject to credit risk. Cash and cash equivalents are maintained in bank deposit accounts, which, at times, may exceed the federally insured limits. Management periodically reviews and assesses the financial condition of the banks to mitigate the risk of loss. For the nine months ended September 30, 2022 and 2021, revenues from the Company’s largest customer s (each representing 10% or more of total revenue) accounted for 68% and 67% of total revenues, respectively. As of September 30, 2022 and 2021, amounts owed from these customers comprised 90% and 98% of accounts receivable, respectively. Receivables Trade receivables are reported at outstanding principal amounts, net of an allowance for doubtful accounts. Management evaluates the collectability of receivable account balances to determine the allowance, if any. Management considers the other party’s credit risk and financial condition, as well as current and projected economic and market conditions, in determining the amount of the allowance. Receivable balances are written off when management determines that the balance is uncollectable. No allowance was required at September 30, 2022 and December 31, 2021. Property and Equipment Property and equipment are carried at cost net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, as follows: Estimated Useful Life Building and Building Improvements 5 – 40 Mining equipment 2 – 7 Office and shop furniture and equipment 3 – 7 Vehicles 5 Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset to its carrying amount. If this comparison indicates that there is impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. Considerable management judgment is necessary to estimate the fair value of assets. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. The Company has determined that there was no impairment of its long-lived assets as of September 30, 2022 and 2021. Revenue Recognition Revenue includes sales of halloysite clay and iron oxide and is recognized when title passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined based on contractual arrangements with the Company’s customers. The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the product has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. Mining Exploration and Development Costs Land and mining property are carried at cost. The Company expenses prospecting and mining exploration costs. At the point when a property is determined to have proven and probable reserves, subsequent development costs will be capitalized and will be charged to operations using the units-of-production method over proven and probable reserves. Upon abandonment or sale of a mineral property, all capitalized costs relating to the specific property are written off in the period abandoned or sold and a gain or loss is recognized. Income taxes The Company uses an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences or benefits of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carry forwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A full valuation allowance has been provided for the Company’s net deferred tax assets as it is more likely than not that they will not be realized. Authoritative guidance provides that the tax effects from an uncertain tax position taken or expected to be taken in a tax return can be recognized in our financial statements only if the position is more likely than not of being sustained on audit based on the technical merits of the position. As of September 30, 2022, no benefit from uncertain tax positions was recognized in our financial statements. The Company has elected to classify interest and/or penalties related to income tax matters in income tax expense. Stock Options and Warrants The Company follows ASC 718 (Stock Compensation) and ASU 2018-07 (Compensation – Stock Compensation), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company instituted a formal long-term and short-term incentive plan on November 20, 2012, which was approved by its shareholders. Prior to that date, we did not have a formal equity plan, but all equity grants, including stock options and warrants, were approved by our Board of Directors. We determine the fair value of the stock-based compensation awards granted to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Beginning in the quarter ended June 30, 2013 the Company began using the simplified method to determine the expected term for any options granted because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The Company previously utilized the contractual term as the expected term. Environmental Matters Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable, and the costs can be reasonably estimated. Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology, and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability. The Company has posted a cash bond in the amount of 297,000 required by the Utah Department of Oil, Gas and Minerals to cover estimated reclamation costs related the Company large mining permit for its Dragon Mine property. Note Payable – Convertible The Company follows ASC 480-10, Distinguishing Liabilities from Equity Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 for its fiscal year ending December 31, 2021. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Line Items] | |
Leases | NOTE 4 – LEASES Finance Lease On May 14, 2021, the Company entered into a 4-year financing lease agreement for laboratory equipment. The base rent payment is approximately $1,175 per month. Supplemental cash flow information related to leases: Three months ended Nine months ended September 30, 2022 Finance cash flows from finance lease $ (3,161 ) $ (9,076 ) Operating cash flows from finance lease $ 3,161 $ 9,076 Supplemental balance sheet information related to leases: As of 2022 Finance lease Right-of-use assets $ 33,893 Current portion of finance lease liabilities $ 12,519 Long-term finance lease liabilities 21,374 Total finance lease liabilities $ 33,893 Weighted average remaining operating lease term 2.50 years Weighted average discount rate 6 % The following table summarizes the maturity of lease liability under finance lease as of September 30, 2022 2022 (remaining three months) $ 3,525 2023 14,099 2024 14,099 2025 4,700 Total lease payments 36,423 Less: imputed interest (2,530 ) Total lease liabilities $ 33,893 |
DEPOSITS
DEPOSITS | 9 Months Ended |
Sep. 30, 2022 | |
Deposit [Abstract] | |
Deposits | NOTE 5 – DEPOSIT S The following is a summary of deposit: September 30, 2022 December 31, 2021 Cash Bond (Mine Permit deposit) $ 297,320 $ 297,160 Office Lease Security Deposit - 39,168 Total $ 297,320 $ 336,328 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 - NOTES PAYABLE Notes payable at September 30, 2022 and December 31, 2021 consist of the following: September 30, 2022 December 31, 2021 Note payable to insurance companies, payable $1,780 and $12,804 monthly, (a) $ - $ 112,835 Promissory note (b) $ 31,399 $ - Loan payable (c) $ 79,481 $ $ 110,880 $ 112,835 Less: Current Portion $ (110,880 ) $ (112,835 ) Notes Payable, Long-Term Portion $ - $ - (a) In October 2021, the Company entered into two notes payable with interest rates of 4.04% and 6.29% with an insurance company for liability insurance, payable in 10 monthly installment payments, which started in November 2021. (b) In January 2022, the Company entered into a promissory note agreement for $90,000, including an original issue discount of 16.7% resulting in net proceeds of $75,000. The annual interest rate is 10%. Principal and interest is due to the lender in seven equal monthly payments of $14,142.50 commencing on June 24, 2022 until the promissory note is paid in full no later than January 24, 2023. In the event of default, the lender will have the right to convert the outstanding principal and interest into stock at a price equal to ninety (90) percent of the lowest trading price over a ten (10) day trading period immediately prior to the date of conversion. As part of entering into the promissory note agreement, the Company issued 300,000 restricted shares of common stock under the lender. (c) In March 2022, the Company entered into a loan payable with a lender for $125,000 of principal and an origination fee of $ 35,000 . Payment of the loan includes one installment of $1,215.19 followed by seventy-nine (79) weekly installments of $2,025.32 totaling approximately $165,000. The lender has been provided a security interest in certain inventory and equipment. Excluded is the Company’s Alpine mill and related equipment. During the nine months ended September 30, 2022 and 2021, the Company's interest payments totaled $14,241 and $2,626, respectively . |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 7 – CONVERTIBLE DEBT PIK Notes The Company raised $23 million of financing through the issuance of two series of Paid-In-Kind (“PIK”)-Election Convertible Notes in 2013 (“Series 2023 Notes”) and 2014 (“Series A Notes”). The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of the Series 2023 Notes included among other things: (i) a maturity of August 1, 2023, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $1.40, adjusted downward based on an anti-dilution provision. On December 14, 2017, an amendment agreement, entered into between the Company and the holders of the Series A Notes and Series 2023 Notes, went into effect. The agreement resulted in changes to certain terms of the Series A and Series 2023 Notes. The key terms of the Series A and Series 2023 Notes, as amended, are highlighted in the table below: Key Terms Series 2023 Notes Series A Notes Inception Date 08/01/2013 11/03/2014 Cash Received $10,500,000 $12,500,000 Principal (Initial Liability) $10,500,000 $19,848,486 Maturity (Term) Matures on August 1, 2023, but convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock; Matures on May 1, 2023 but extends to August 1, 2023 if the Series 2023 Notes are still outstanding. Convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock; Exercise Price $0.43 as adjusted downward based on anti-dilution provisions/down-round protection $0.23 as adjusted downward based on anti-dilution provisions/down-round protection; Stated Interest 10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually; 10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually; In April 2019 the Company entered into a settlement agreement with the holders of the Series A Notes and Series 2023 Notes (the “PIK Notes”). Per the terms of the agreement the Company will pay to holders of PIK Notes on a pro rata basis the following percentages of revenue booked during a fiscal quarter: (a) three percent (3%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter; or (b) five percent (5%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million the last day of the fiscal quarter; or (c) twelve percent (12%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million. As of September 30, 2022, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Notes Total PIK Note Payable, Gross $ 18,294,121 $ 30,369,999 $ 48,664,120 Less: Discount - (365,529 ) (365,529 ) PIK Note Payable, Net $ 18,294,121 $ 30,004,470 $ 48,298,591 As of December 31, 2021, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Total PIK Note Payable, Gross $ 17,759,822 $ 29,925,760 $ 47,685,582 Less: Discount - (681,102 ) (681,102 ) PIK Note Payable, Net $ 17,759,822 $ 29,244,658 $ 47,004,480 Series A Notes (Amended) On November 3, 2014 (“Issue Date”), the Company issued, in a private placement pursuant to investment agreements, $19,848,486 principal amount of 10% PIK-Election Convertible Notes due 2018 ("Series A Notes") in exchange for $12,500,000 in cash and the cancellation of previously issued warrants held by one investor. The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of both the Series A Notes and Series 2023 Notes can be as exhibits to Forms 8-K filed on November 5, 2014. Below are key amended terms of the Series A Notes: ● Maturity ● Exercise Price ● Stated Interest ● Liquidated Damages ● The number of shares issuable under the Notes may be affected by the anti-dilution provisions of the Notes. The antidilution provisions adjust the Exercise Price of the Notes in the event of stock dividends and splits, issuance below the market price of the common stock, issuances below the conversion price of the Notes, pro rata distribution of assets, rights plans, tender offers, and exchange offers. The entire principal amount of the Series A Notes and accrued interest thereon shall be mandatorily converted into shares of the Company’s common stock if (i) the Volume Weighted Average Price (“VWAP”) of the thirty (30) preceding trading days is at or greater than $1.00 or the VWAP of the ten (10) preceding trading days is at or greater than $1.40; (ii) the closing market price of the shares of the Company’s common stock is at or greater than $1.00; (iii) all outstanding amounts under each Series 2023 Note or replacement financing, if any, shall have been converted into shares of the Company’s common stock pursuant to the terms of such Series 2023 Note or the replacement financing, if any, on or prior to the date on which a notice of mandatory conversion is received; and (iv) either (x) a registration statement is effective and available for the resale of all of the shares into which the Series A Notes convert on the date on which the Series A notes are mandatorily converted and each of the five (5) trading days prior to the date of mandatory conversion and on the date of mandatory conversion the holders of the Series A Notes are not restricted from selling or distributing any shares into which the Series A Notes convert pursuant to the provisions of the Registration Rights Agreement or (y) the holders Series A Notes may sell all such shares into which the Series A Notes convert immediately under Rule 144 under the Securities Act. The Series A Notes were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability, or any net investment in a foreign operation. In addition to the customary anti-dilution provisions the notes contain a down-round provision whereby the conversion price would be adjusted downward in the event that additional shares of the Company’s common stock or securities exercisable, convertible or exchangeable for the Company’s common stock were issued for cash consideration (e.g. a capital raise) at a price less than the conversion price. Therefore, the estimated fair value of the conversion feature of $9,212,285 (based on observable inputs using a Monte Carlo model) was bifurcated from the Series A Notes and accounted for as a separate derivative liability, which resulted in a corresponding amount of debt discount on the Series A Notes. In addition, an additional debt discount of $7,348,486 was recorded as a result of the difference between the $12,500,000 of cash received and the $19,848,486 of principal on the Series A Notes. This combined debt discount of $16,560,771 is being amortized using the effective interest method over the 9-year term of the Notes as Interest Expense, while the PIK Note Derivative is carried at fair value (using a Monte Carlo model) until the Notes are converted or otherwise extinguished. Any changes in fair value are recognized in earnings. During the nine months ended September 30, 2022, the Company issued additional Series A Notes of $449,384 in lieu of cash interest payments. The carrying value of the Series A Notes payable as of September 30, 2022 was $30,004,470. The amortized debt discount expensed during the three months ended September 30, 2022 was $106,575. As of September 30, 2022, the Company was in compliance with the covenants of the Series A Notes. As of September 30, 2022, Geoffrey Scott, a director of the Company owned $4,642,137 of principal of the Series A Notes. Series 2023 Notes (Amended) In August 2013, the Company received $10,500,000 of financing through the private placement of 10% mandatory convertible Notes due 2023 ("Series 2023 Notes"). The principal amount of the Notes is due on maturity. The Company can elect to pay semi-annual interest on the Series 2023 Notes with additional PIK Notes containing the same terms as the Series 2023 Notes, except interest will accrue from issuance of such notes. The Company can also elect to pay interest in cash. The Series 2023 Notes convert into the Company’s common stock at a conversion price of $0.59 per share, which is subject to customary anti-dilution adjustments; the holders may convert the Series 2023 Notes at any time. The Series 2023 Notes are mandatorily convertible after one year when the weighted average trading price of a share of the common stock for the preceding ten trading days is in excess of the conversion price. The Series 2023 Notes contain customary representations and warranties and several covenants. The proceeds are being used for general corporate purposes. No broker was used and no commission was paid in connection with the sale of the Series 2023 Notes. These Series 2023 Notes were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. In addition to the customary anti-dilution provisions the notes contain a down-round provision whereby the conversion price would be adjusted downward in the event that additional shares of the Company’s common stock or securities exercisable, convertible or exchangeable for the Company’s common stock were issued for cash consideration (e.g. a capital raise) at a price less than the conversion price. Therefore, the estimated fair value of the conversion feature of $2,055,000 (based on observable inputs using a Monte Carlo model) was bifurcated from the Series 2023 Notes and accounted for as a separate derivative liability, which resulted in a corresponding amount of debt discount on the Series 2023 Notes. The debt discount is being amortized using the effective interest method over the 10-year term of the Series 2023 Notes as Interest Expense, while the PIK Note Derivative is carried at fair value (using a Monte Carlo model) until the Series 2023 Notes are converted or otherwise extinguished. Any changes in fair value are recognized in earnings. During the nine months ended September 30, 2022, the Company issued additional PIK Notes of $537,390 in lieu of cash interest payments. The carrying value of the Series 2023 Notes Payable was $18,294,121 as September 30, 2022. As of September 30, 2022, the Company was in compliance with the covenants of the Series 2023 Notes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share. At September 30, 2022 and December 31, 2021, 78,000 and 262,000 shares of Series B Preferred Stock were issued and outstanding, respectively. 2022 On May 3, 2022, 78,000 shares of Series B Preferred Stock were issued at a stated price of $1.00 per share for cash proceeds of $75,000, net of $3,000 in legal fees. At the time of issuance, the Company evaluated the nature of Series B Preferred Stock and concluded it more akin to equity and recorded it as permanent equity. The Company also recorded a $25,947 beneficial conversion feature to additional paid in capital and amortized at the time of issuance. 2021 On February 17, 2021, 95,000 shares of Series B Preferred Stock were issued at a stated price of $1.084 per share for cash proceeds of $100,000, net of $3,000 legal fees. At the time of issuance, the Company evaluated the nature of Series B Preferred Stock and concluded it more akin to equity and recorded it as permanent equity. The Company also recorded a $60,738 beneficial conversion feature to additional paid in capital and amortized at the time of issuance. On May 24, 2021, 81,136 shares of Series B Preferred Stock were issued at a stated price of $1.084 per share for cash proceeds of $85,000, net of $3,000 in legal fees. At the time of issuance, the Company evaluated the nature of Series B Preferred Stock and concluded it more akin to equity and recorded it as permanent equity. The Company also recorded a $51,874 beneficial conversion feature to additional paid in capital and amortized at the time of issuance. Each share of Series B Preferred Shares will carry an annual dividend in the amount of twelve percent (12%) of the Stated Value (the “Divided Rate”), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion. The Company has the right to redeem all or any portion of the shares within 180 days following the issuance day. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the Issuance Date, to convert all or any part of the outstanding Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the 61% multiplied by the Market Price (representing a discount rate of 39%). “Market Price” means the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Common Stock The Company is authorized to issue 700,000,000 shares of common stock with a $0.001 par value per share. At September 30, 2022 and December 31, 2021, 366,974,683 shares and 217,655,150 shares were issued and outstanding, respectively. 2022 During the nine months ended September 30, 2022, (i) 20,164,153 shares of common stock were issued upon the conversion of 75,000 shares of Series B Preferred Stock issued in August 2021, (ii) 10,000,000 shares of common stock were issued as in conjunction with entering into a consulting agreement with an investor relations firm with a fair value of $70,000 , (iii) 4,444,444 shares were issued to settle certain liabilities, (iv) 300,000 shares of common stock were issued as debt issuance cost, (v) 9,275,000 shares of common stock were issued upon the conversion of 35,000 shares of Series B Preferred Stock issued in August 2021, (vi) 23,948,635 shares of common stock issued upon the conversion of 66,000 shares of Series B Preferred Stock issued in September 2021 (v) 43,409,526 shares of common stock were issued upon the conversion of 86,000 shares of Series B Preferred Stock issued in December 2021; (vi) 20,000,000 shares of common stock were issue to BMI Minerals Company as part of its purchase of the rights to the Company’s iron oxide resource and (vii) 17,777,777 shares were issued to Provo Mining & Construction, Inc. related to a settlement of amounts owed. 2021 During the nine months ended September 30, 2021, (i) 15,805,934 shares were issued upon the conversion of 223,000 shares of Preferred Stock, (ii) 3,836,475 shares were issued upon cashless exercised of 9,528,689 options, and (iii) 1,162,791 shares were issued in lieu of a bonus payment of $58,140 |
OPTIONS AND WARRANTS TO PURCHAS
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options And Warrants To Purchase Common Stock | NOTE 9 – OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK Outstanding Stock Warrants A summary of the status and changes of the warrants issued for the nine months ended September 30, 2022: Shares Issuable upon Exercise of Weighted Average Outstanding Warrants Exercise Price Outstanding at December 31, 2021 11,000,000 $ 0.10 Issued 10,860,000 0.046 Exercised - - Forfeited - - Outstanding at September 30, 2022 21,860,000 $ 0.0526 At September 30, 2022 the intrinsic value of the outstanding warrants was $16,290. In August 2022 the Company granted a financial advisory firm warrants to purchase 9.86 million shares of common stock at $0.005 per share and 1 million shares of common stock at $0.001 per share. The financial advisory firm provided, among other things, capital introduction services to the Company. The warrants were issued with a 5-year term and vested immediately . The Black Scholes fair value of the warrants on the grant date totaled $31,056. A summary of the status of the warrants outstanding and exercisable at September 30, 2022 is presented below: Warrants Outstanding and Exercisable Weighted Average Shares Issuable upon Exercise of Remaining Weighted Average Exercise Price Outstanding Warrants (years) Exercise Price $ 0.10 11,000,000 0.20 $ 0.10 $ 0.005 9,860,000 4.86 0.005 $ 0.001 1,000,000 4.86 $ 0.001 21,860,000 2.51 $ 0.0526 Outstanding Stock Options On November 20, 2012, the shareholders of the Company approved the adoption of the Applied Minerals, Inc. 2012 Long-Term Incentive Plan (“LTIP”) and the Short-Term Incentive Plan (“STIP”) and the performance criteria used in setting performance goals for awards intended to be performance-based. Under the LTIP, 8,900,000 shares are authorized for issuance. The STIP does not refer to a particular number of shares under the LTIP, but would use the shares authorized in the LTIP for issuance under the STIP. The CEO, the CFO, and named executive officers, and directors, among others are eligible to participate in the LTIP and STIP. Prior to the adoption of the LTIP and STIP, stock options were granted under individual arrangements between the Company and the grantees, and approved by the Board of Directors. On December 7, 2016, the stockholders of the Company approved the 2016 Incentive Plan. The purpose of the 2016 Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible employees, consultants, and non-employee directors incentive awards in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The aggregate number of shares of Common Stock that may be issued or used for reference purposes under the 2016 Incentive Plan or with respect to which awards may be granted may not exceed 15,000,000 shares, which may be either (i) authorized and unissued Common Stock or (ii) Common Stock held in or acquired for the treasury of the Company. The Compensation Committee of the Company Board of Directors has full authority to administer and interpret the 2016 Incentive Plan, to grant awards under the 2016 Incentive Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of shares of Common Stock to be covered by each award and to make all other determinations in connection with the 2016 Incentive Plan and the awards thereunder as the Committee, in its sole discretion, deems necessary or desirable. The fair value of each of the Company's stock option awards is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on an average of historical volatility of the Company's common stock. The risk-free interest rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury Bond on the date the award is granted with a maturity equal to the expected term of the award. A summary of the status and changes of the options granted under stock option plans and other agreements during the nine months ended September 30, 2022: Shares Issued Upon Exercise of Weighted Average Outstanding at December 31, 2021 52,790,845 $ 0.25 Granted 4,000,000 0.001 Exercised - - Forfeited (3,854,653 ) 0.79 Outstanding at September 30, 2022 52,936,192 $ 0.19 In August 2022 the Company granted a financial advisory firm an option to purchase 4 million shares of common stock at $ 0.001 The option was issued with a 5-year term and vested immediately. The Black Scholes fair value of the option on the grant date was $13,107. A summary of the status of the options outstanding at September 30, 2022 is presented below: Options Outstanding Options Exercisable Range of per Shares Weighted Per share Shares Weighted Per share $0.001 - $0.08 42,409,881 4.68 $ 0.05 42,409,881 4.68 $ 0.05 $0.10 - $0.84 6,784,251 1.32 0.34 6,784,251 1.32 0.34 $1.10 - $1.66 3,742,060 0.26 1.57 3,742,060 0.26 1.57 52,936,192 2.89 $ 0.19 52,936,192 2.89 $ 0.19 Compensation expense of $92,006 and $155,058 was recognized for the vesting of options during the nine months ended September 30, 2022 and 2021, respectively. The aggregate intrinsic value of the outstanding options at September 30, 2022 was $0. |
PER SHARE DATA
PER SHARE DATA | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 10 - PER SHARE DATA The computation of basic earnings (loss) per share of common stock is based on the weighted average number of shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents that would arise from the exercise of stock options and warrants outstanding under the treasury method and the average market price per share during the year as well as the conversion of notes. At September 30, 2022, the weighted average shares outstanding excluded options to purchase 52,936,192 shares of common stock of the Company, warrants to purchase 21,860,000 shares of common stock of the Company and 176,663,277 shares of common stock of the Company issuable upon the conversion of Series A Notes and Series 2023 Notes because their effect would be anti-dilutive. At December 31, 2021, the weighted average shares outstanding excluded options to purchase 52,790,845 shares of common stock of the Company, warrants to purchase 11,000,000 shares of common stock of the Company and 124,437,208 shares of common stock of the Company issuable upon the conversion of Series A Notes and Series 2023 Notes because their effect would be anti-dilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS On October 7, 2022, 4,000,000 shares of common stock were issued upon the exercise of a common stock option granted to a financial advisory firm for services provided through August 2022. On October 19, 2022, the Company entered into a financing agreement to fund the insurance premium related to its D&O policy. The total premium financed was $106,854. On October 19, 2022, the Company entered into a financing agreement to fund the insurance premium related to its general liability insurance policy. The total premium financed was $15,386. On November 3, 2022, 20,000 shares of Series B Preferred Stock, issued in May 2022, plus associated accrued interest were converted by the holder into 6,625,000 shares of common stock of the Company. On November 11, 2022, 30,000 shares of Series B Preferred Stock, issued in May 2022, plus associated accrued interest were converted by the holder into 13,250,000 shares of common stock of the Company. |
BASIS OF REPORTING AND SIGNIF_2
BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of September 30, 2022, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors, which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods. |
Concentration of Credit Risk | Concentration of Credit Risk Cash balances, accounts receivable and derivative financial instruments are financial instruments potentially subject to credit risk. Cash and cash equivalents are maintained in bank deposit accounts, which, at times, may exceed the federally insured limits. Management periodically reviews and assesses the financial condition of the banks to mitigate the risk of loss. For the nine months ended September 30, 2022 and 2021, revenues from the Company’s largest customer s (each representing 10% or more of total revenue) accounted for 68% and 67% of total revenues, respectively. As of September 30, 2022 and 2021, amounts owed from these customers comprised 90% and 98% of accounts receivable, respectively. |
Receivables | Receivables Trade receivables are reported at outstanding principal amounts, net of an allowance for doubtful accounts. Management evaluates the collectability of receivable account balances to determine the allowance, if any. Management considers the other party’s credit risk and financial condition, as well as current and projected economic and market conditions, in determining the amount of the allowance. Receivable balances are written off when management determines that the balance is uncollectable. No allowance was required at September 30, 2022 and December 31, 2021. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, as follows: Estimated Useful Life Building and Building Improvements 5 – 40 Mining equipment 2 – 7 Office and shop furniture and equipment 3 – 7 Vehicles 5 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset to its carrying amount. If this comparison indicates that there is impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. Considerable management judgment is necessary to estimate the fair value of assets. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. The Company has determined that there was no impairment of its long-lived assets as of September 30, 2022 and 2021. |
Revenue Recognition | Revenue Recognition Revenue includes sales of halloysite clay and iron oxide and is recognized when title passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined based on contractual arrangements with the Company’s customers. The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the product has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. |
Mining Exploration and Development Costs | Mining Exploration and Development Costs Land and mining property are carried at cost. The Company expenses prospecting and mining exploration costs. At the point when a property is determined to have proven and probable reserves, subsequent development costs will be capitalized and will be charged to operations using the units-of-production method over proven and probable reserves. Upon abandonment or sale of a mineral property, all capitalized costs relating to the specific property are written off in the period abandoned or sold and a gain or loss is recognized. |
Income taxes | Income taxes The Company uses an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences or benefits of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carry forwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A full valuation allowance has been provided for the Company’s net deferred tax assets as it is more likely than not that they will not be realized. Authoritative guidance provides that the tax effects from an uncertain tax position taken or expected to be taken in a tax return can be recognized in our financial statements only if the position is more likely than not of being sustained on audit based on the technical merits of the position. As of September 30, 2022, no benefit from uncertain tax positions was recognized in our financial statements. The Company has elected to classify interest and/or penalties related to income tax matters in income tax expense. |
Stock Options and Warrants | Stock Options and Warrants The Company follows ASC 718 (Stock Compensation) and ASU 2018-07 (Compensation – Stock Compensation), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company instituted a formal long-term and short-term incentive plan on November 20, 2012, which was approved by its shareholders. Prior to that date, we did not have a formal equity plan, but all equity grants, including stock options and warrants, were approved by our Board of Directors. We determine the fair value of the stock-based compensation awards granted to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Beginning in the quarter ended June 30, 2013 the Company began using the simplified method to determine the expected term for any options granted because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The Company previously utilized the contractual term as the expected term. |
Environmental Matters | Environmental Matters Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable, and the costs can be reasonably estimated. Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology, and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability. The Company has posted a cash bond in the amount of 297,000 required by the Utah Department of Oil, Gas and Minerals to cover estimated reclamation costs related the Company large mining permit for its Dragon Mine property. |
Note Payable - Convertible | Note Payable – Convertible The Company follows ASC 480-10, Distinguishing Liabilities from Equity |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 for its fiscal year ending December 31, 2021. |
BASIS OF REPORTING AND SIGNIF_3
BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Estimated Useful Lives | Property and equipment are carried at cost net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, as follows: Estimated Useful Life Building and Building Improvements 5 – 40 Mining equipment 2 – 7 Office and shop furniture and equipment 3 – 7 Vehicles 5 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Line Items] | |
Schedule Finance Lease Liability Fiscal Year Maturity | The following table summarizes the maturity of lease liability under finance lease as of September 30, 2022 2022 (remaining three months) $ 3,525 2023 14,099 2024 14,099 2025 4,700 Total lease payments 36,423 Less: imputed interest (2,530 ) Total lease liabilities $ 33,893 |
Equipment [Member] | |
Leases [Line Items] | |
Schedule Of Supplemental Cash Flow and Balance Sheet Information Related To Leases | Supplemental balance sheet information related to leases: As of 2022 Finance lease Right-of-use assets $ 33,893 Current portion of finance lease liabilities $ 12,519 Long-term finance lease liabilities 21,374 Total finance lease liabilities $ 33,893 Weighted average remaining operating lease term 2.50 years Weighted average discount rate 6 % |
Schedule Finance Lease Liability Fiscal Year Maturity | Supplemental cash flow information related to leases: Three months ended Nine months ended September 30, 2022 Finance cash flows from finance lease $ (3,161 ) $ (9,076 ) Operating cash flows from finance lease $ 3,161 $ 9,076 |
DEPOSIT (Tables)
DEPOSIT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deposit [Abstract] | |
Schedule of deposit assets type | The following is a summary of deposit: September 30, 2022 December 31, 2021 Cash Bond (Mine Permit deposit) $ 297,320 $ 297,160 Office Lease Security Deposit - 39,168 Total $ 297,320 $ 336,328 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at September 30, 2022 and December 31, 2021 consist of the following: September 30, 2022 December 31, 2021 Note payable to insurance companies, payable $1,780 and $12,804 monthly, (a) $ - $ 112,835 Promissory note (b) $ 31,399 $ - Loan payable (c) $ 79,481 $ $ 110,880 $ 112,835 Less: Current Portion $ (110,880 ) $ (112,835 ) Notes Payable, Long-Term Portion $ - $ - (a) In October 2021, the Company entered into two notes payable with interest rates of 4.04% and 6.29% with an insurance company for liability insurance, payable in 10 monthly installment payments, which started in November 2021. (b) In January 2022, the Company entered into a promissory note agreement for $90,000, including an original issue discount of 16.7% resulting in net proceeds of $75,000. The annual interest rate is 10%. Principal and interest is due to the lender in seven equal monthly payments of $14,142.50 commencing on June 24, 2022 until the promissory note is paid in full no later than January 24, 2023. In the event of default, the lender will have the right to convert the outstanding principal and interest into stock at a price equal to ninety (90) percent of the lowest trading price over a ten (10) day trading period immediately prior to the date of conversion. As part of entering into the promissory note agreement, the Company issued 300,000 restricted shares of common stock under the lender. (c) In March 2022, the Company entered into a loan payable with a lender for $125,000 of principal and an origination fee of $ 35,000 . Payment of the loan includes one installment of $1,215.19 followed by seventy-nine (79) weekly installments of $2,025.32 totaling approximately $165,000. The lender has been provided a security interest in certain inventory and equipment. Excluded is the Company’s Alpine mill and related equipment. |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instruments [Abstract] | |
Debt Instrument Redemption | The key terms of the Series A and Series 2023 Notes, as amended, are highlighted in the table below: Key Terms Series 2023 Notes Series A Notes Inception Date 08/01/2013 11/03/2014 Cash Received $10,500,000 $12,500,000 Principal (Initial Liability) $10,500,000 $19,848,486 Maturity (Term) Matures on August 1, 2023, but convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock; Matures on May 1, 2023 but extends to August 1, 2023 if the Series 2023 Notes are still outstanding. Convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock; Exercise Price $0.43 as adjusted downward based on anti-dilution provisions/down-round protection $0.23 as adjusted downward based on anti-dilution provisions/down-round protection; Stated Interest 10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually; 10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually; |
Convertible Debt | As of September 30, 2022, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Notes Total PIK Note Payable, Gross $ 18,294,121 $ 30,369,999 $ 48,664,120 Less: Discount - (365,529 ) (365,529 ) PIK Note Payable, Net $ 18,294,121 $ 30,004,470 $ 48,298,591 As of December 31, 2021, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Total PIK Note Payable, Gross $ 17,759,822 $ 29,925,760 $ 47,685,582 Less: Discount - (681,102 ) (681,102 ) PIK Note Payable, Net $ 17,759,822 $ 29,244,658 $ 47,004,480 |
OPTIONS AND WARRANTS TO PURCH_2
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Warrants Or Rights | A summary of the status and changes of the warrants issued for the nine months ended September 30, 2022: Shares Issuable upon Exercise of Weighted Average Outstanding Warrants Exercise Price Outstanding at December 31, 2021 11,000,000 $ 0.10 Issued 10,860,000 0.046 Exercised - - Forfeited - - Outstanding at September 30, 2022 21,860,000 $ 0.0526 |
Schedule of Stockholders' Equity Note, Warrants or Rights | A summary of the status of the warrants outstanding and exercisable at September 30, 2022 is presented below: Warrants Outstanding and Exercisable Weighted Average Shares Issuable upon Exercise of Remaining Weighted Average Exercise Price Outstanding Warrants (years) Exercise Price $ 0.10 11,000,000 0.20 $ 0.10 $ 0.005 9,860,000 4.86 0.005 $ 0.001 1,000,000 4.86 $ 0.001 21,860,000 2.51 $ 0.0526 |
Share-based Compensation, Stock Options, Activity | A summary of the status and changes of the options granted under stock option plans and other agreements during the nine months ended September 30, 2022: Shares Issued Upon Exercise of Weighted Average Outstanding at December 31, 2021 52,790,845 $ 0.25 Granted 4,000,000 0.001 Exercised - - Forfeited (3,854,653 ) 0.79 Outstanding at September 30, 2022 52,936,192 $ 0.19 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | A summary of the status of the options outstanding at September 30, 2022 is presented below: Options Outstanding Options Exercisable Range of per Shares Weighted Per share Shares Weighted Per share $0.001 - $0.08 42,409,881 4.68 $ 0.05 42,409,881 4.68 $ 0.05 $0.10 - $0.84 6,784,251 1.32 0.34 6,784,251 1.32 0.34 $1.10 - $1.66 3,742,060 0.26 1.57 3,742,060 0.26 1.57 52,936,192 2.89 $ 0.19 52,936,192 2.89 $ 0.19 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | 3 Months Ended | 9 Months Ended | |||||||
Aug. 09, 2022 USD ($) shares | Jul. 27, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Dec. 22, 2017 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | May 03, 2022 $ / shares | Mar. 25, 2020 USD ($) | |
Waiver fee expenses | $ 375,000 | $ 750,000 | |||||||
Gain on sale of iron oxide assets | $ 1,938,000 | 1,938,000 | $ 0 | ||||||
Accrued unpaid fees and compensation cost | $ 1,900,000 | $ 1,900,000 | |||||||
Common Stock [Member] | |||||||||
Stock issued during period, Shares, Purchase of assets | shares | 20,000,000 | 20,000,000 | |||||||
Ground Lease [Member] | |||||||||
Lessee, Operating Lease, Term of Contract | 100 years | ||||||||
Dragon Mine Property [Member] | Former Contractor [Member] | |||||||||
Stock issued during period, shares, new issues | shares | 4,444,444 | ||||||||
Loss contingency accrual, payments | $ 300,000 | ||||||||
Proceeds from sale of property, plant, and equipment | $ 1,700,000 | ||||||||
Loss contingency, damages Paid, Value | $ 49,732 | $ 111,111 | |||||||
Litigation settlement expense | $ 10,000 | ||||||||
Litigation settlement, amount awarded to other party | $ 200,000 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.0225 | ||||||||
Litigation settlement, description | number of shares of common stock equal to ((4,444,444 x (0.0225 – WATP)) / (0.9 x WATP)) or (b) make a cash payment to the former contractor equal to ((4,444,444 x (0.0225 – WATP)) | ||||||||
Dragon Mine Property [Member] | Former Contractor [Member] | Restricted Common Stock [Member] | |||||||||
Stock issued during period, shares, new issues | shares | 20,000,000 | ||||||||
Stock issued during the period shares settlement agreement shares | shares | 17,777,777 | 22,222,221 | |||||||
Tintic Copper and Gold, Inc. [Member] | |||||||||
Exploration Agreement Option To Purchase Consideration | $ 1,050,000 | ||||||||
Right Of First Offer Value | $ 250,000 | ||||||||
CMC [Member] | |||||||||
Exploration Agreement Payments Upon Expiration Of Due Diligence Period | $ 350,000 | ||||||||
Exploration Agreement Payments On Or Before First Anniversary Of Effective Date Of Agreement | 150,000 | ||||||||
Exploration Agreement Payments On Or Before Each Subsequent Anniversary Of Effective Date During Exploration License Term | $ 250,000 | ||||||||
Exploration License Agreement Terms | 10 years | ||||||||
BMI Minerals Company [Member] | |||||||||
Stock issued during period, shares, new issues | shares | 20,000,000 | ||||||||
Litigation settlement expense | $ 20,000 | ||||||||
Percentage of labor cost | 10 | ||||||||
BMI Minerals Company [Member] | Common Stock [Member] | |||||||||
Stock issued during period, Shares, Purchase of assets | shares | 42,000 | 42,000 | |||||||
BMI Minerals Company [Member] | Iron Oxide [Member] | |||||||||
Proceeds from sale of property, plant, and equipment | $ 2,000,000 | ||||||||
Gain on sale of iron oxide assets | $ 1,938,000 | ||||||||
Minimum [Member] | Mining Operations Agreement [Member] | |||||||||
Percentage of gross profit | 20 | ||||||||
Minimum [Member] | Dragon Mine Property [Member] | Former Contractor [Member] | |||||||||
Reimbursable legal expenses | $ 120,000 | ||||||||
Maximum [Member] | Mining Operations Agreement [Member] | |||||||||
Percentage of gross profit | 25 | ||||||||
Maximum [Member] | Dragon Mine Property [Member] | Former Contractor [Member] | |||||||||
Reimbursable legal expenses | $ 20,000 |
BASIS OF REPORTING AND SIGNIF_4
BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Building and Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Building and Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Mining equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Mining equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Office and shop furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Office and shop furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
BASIS OF REPORTING AND SIGNIF_5
BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of Services, Oil and Gas | $ 297,000 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | ||
Concentration Risk, Percentage | 68% | 67% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | ||
Concentration Risk, Percentage | 90% | 98% |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Line Items] | |||
Finance cash flows from finance lease | $ (5,882) | $ (6,029) | |
Equipment [Member] | |||
Leases [Line Items] | |||
Finance cash flows from finance lease | $ (3,161) | (9,076) | |
Operating cash flows from finance lease | $ 3,161 | $ 9,076 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Line Items] | ||
Finance lease Right-of-use assets | $ 33,893 | $ 42,821 |
Current portion of finance lease liability | 12,519 | 11,986 |
Long-term finance lease liability | 21,373 | $ 30,835 |
Equipment [Member] | ||
Leases [Line Items] | ||
Finance lease Right-of-use assets | 33,893 | |
Current portion of finance lease liability | 12,519 | |
Long-term finance lease liability | 21,374 | |
Total finance lease liability | $ 33,893 | |
Weighted average remaining operating lease term | 2 years 6 months | |
Weighted average discount rate | 6% |
LEASES (Details 2)
LEASES (Details 2) - Equipment [Member] | Sep. 30, 2022 USD ($) |
Leases [Line Items] | |
2022 (remaining three months) | $ 3,525 |
2023 | 14,099 |
2024 | 14,099 |
2025 | 4,700 |
Total lease payments | 36,423 |
Less: imputed interest | (2,530) |
Total lease liabilities | $ 33,893 |
LEASES (Details Textual)
LEASES (Details Textual) | May 14, 2021 USD ($) |
Leases [Line Items] | |
Finance lease agreement term | 4 years |
Finance Leases, Rent Expense, Minimum Rentals | $ 1,175 |
DEPOSITS (Details)
DEPOSITS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Deposit Assets Type [Line Items] | ||
Deposits Assets | $ 297,320 | $ 336,328 |
Cash Bond (Mine Permit deposit) [Member] | ||
Schedule Of Deposit Assets Type [Line Items] | ||
Deposits Assets | 297,320 | 297,160 |
Office Lease Security Deposit [Member] | ||
Schedule Of Deposit Assets Type [Line Items] | ||
Deposits Assets | $ 0 | $ 39,168 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Note Payable Mining Equipment | $ 110,880 | $ 112,835 |
Less: Current Portion | (110,880) | (112,835) |
Notes Payable, Long-Term Portion | 0 | 0 |
Note Payable Insurance Company One [Member] | ||
Note Payable Mining Equipment | 0 | 112,835 |
Promissory Note [Member] | ||
Note Payable Mining Equipment | 31,399 | $ 0 |
Loan Payable [Member] | ||
Note Payable Mining Equipment | $ 79,481 |
NOTES PAYABLE - Summary of Not
NOTES PAYABLE - Summary of Note Payable (Details) (Parenthetical) - Note Payable Insurance Company One [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Minimum [Member] | |
Note payable, monthly payment | $ 1,780 |
Maximum [Member] | |
Note payable, monthly payment | $ 12,804 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | 1 Months Ended | 9 Months Ended | |||||
Mar. 09, 2022 USD ($) wk | Oct. 31, 2021 | Jan. 31, 2022 USD ($) Day shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 shares | |
Common Stock, Shares, Issued | shares | 366,974,683 | 217,655,150 | |||||
Interest paid | $ 14,241 | $ 2,626 | |||||
Small Business Financial Solutions, LLC Member [Member] | |||||||
Debt Instrument, Face Amount | $ 125,000 | ||||||
Debt Instrument Number Of Monthly Instalments | wk | 79 | ||||||
Debt Instrument, Fee Amount | $ 35,000 | ||||||
Note Payable Insurance Company One [Member] | Small Business Financial Solutions, LLC Member [Member] | |||||||
Debt Instrument, Periodic Payment | $ 1,215.19 | ||||||
Note Payable Insurance Company Two [Member] | Small Business Financial Solutions, LLC Member [Member] | |||||||
Debt Instrument, Periodic Payment | 2,025.32 | ||||||
Note Payable Insurance Company Three [Member] | Small Business Financial Solutions, LLC Member [Member] | |||||||
Debt Instrument, Periodic Payment | $ 165,000 | ||||||
Notes Payable Others [Member] | |||||||
Debt Instrument, Term | 10 months | ||||||
Promissory Note [Member] | |||||||
Debt Instrument, Face Amount | $ 90,000 | ||||||
Debt Instrument, Periodic Payment | $ 14,142.5 | ||||||
Debt Instrument, Discount rate | 16.70% | ||||||
Proceeds from debt | $ 75,000 | ||||||
Debt Instrument, Interest Rate Terms | 10 | ||||||
Debt Instrument, Maturity Date Range, End | Jan. 24, 2023 | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 90% | ||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 10 | ||||||
Common Stock, Shares, Issued | shares | 300,000 | ||||||
Maximum [Member] | Note Payable Insurance Company One [Member] | |||||||
Debt Instrument, Periodic Payment | 12,804 | ||||||
Maximum [Member] | Notes Payable Others [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.29% | ||||||
Minimum [Member] | Note Payable Insurance Company One [Member] | |||||||
Debt Instrument, Periodic Payment | $ 1,780 | ||||||
Minimum [Member] | Notes Payable Others [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.04% |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | Nov. 03, 2014 | Sep. 30, 2022 |
Series 2023 Notes [Member] | ||
Inception Date | Aug. 01, 2013 | |
Cash Received | $ 10,500,000 | |
Principal (Initial Liability) | $ 10,500,000 | |
Maturity (Term) | Aug. 01, 2023 | |
Exercise Price | $ 0.43 | |
Stated Interest | 10% | |
Payments | In April 2019 the Company entered into a settlement agreement with the holders of the Series A Notes and Series 2023 Notes (the “PIK Notes”). Per the terms of the agreement the Company will pay to holders of PIK Notes on a pro rata basis the following percentages of revenue booked during a fiscal quarter: (a) three percent (3%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter; or (b) five percent (5%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million the last day of the fiscal quarter; or (c) twelve percent (12%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million. | |
Series A Notes [Member] | ||
Inception Date | Nov. 03, 2014 | |
Cash Received | $ 12,500,000 | |
Principal (Initial Liability) | $ 19,848,486 | |
Maturity (Term) | May 01, 2023 | |
Exercise Price | $ 0.23 | |
Stated Interest | 10% | 10% |
Payments | In April 2019 the Company entered into a settlement agreement with the holders of the Series A Notes and Series 2023 Notes (the “PIK Notes”). Per the terms of the agreement the Company will pay to holders of PIK Notes on a pro rata basis the following percentages of revenue booked during a fiscal quarter: (a) three percent (3%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter; or (b) five percent (5%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million the last day of the fiscal quarter; or (c) twelve percent (12%) of gross revenues if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million. |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Less: Discount | $ (681,102) | |
PIK Note Payable, Net | 47,004,480 | |
Payment in Kind (PIK) Note [Member] | ||
PIK Note Payable, Gross | $ 48,664,120 | 47,685,582 |
Less: Discount | (365,529) | (681,102) |
PIK Note Payable, Net | 48,298,591 | 47,004,480 |
Series 2023 Notes [Member] | Payment in Kind (PIK) Note [Member] | ||
PIK Note Payable, Gross | 18,294,121 | 17,759,822 |
Less: Discount | 0 | 0 |
PIK Note Payable, Net | 18,294,121 | 17,759,822 |
Series A Notes [Member] | ||
PIK Note Payable, Gross | 106,575 | |
Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | ||
PIK Note Payable, Gross | 30,369,999 | 29,925,760 |
Less: Discount | (365,529) | (681,102) |
PIK Note Payable, Net | $ 30,004,470 | $ 29,244,658 |
CONVERTIBLE DEBT (Details Textu
CONVERTIBLE DEBT (Details Textual) | 9 Months Ended | 24 Months Ended | ||||||
Nov. 03, 2014 USD ($) Trading $ / shares | Aug. 01, 2013 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2014 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2013 $ / shares | Aug. 05, 2013 $ / shares | |
Debt Instrument, Unamortized Discount, Total | $ 681,102 | |||||||
Accrued interest paid through the issuance of PIK Notes | $ 986,774 | $ 943,990 | ||||||
Mandatory Conversion of Note if Condition 1 Exists [Member] | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Trading | 30 | |||||||
Payment in Kind (PIK) Note [Member] | ||||||||
Proceeds from Convertible Debt | $ 23,000,000 | |||||||
Debt Instrument, Unamortized Discount, Total | 365,529 | 681,102 | ||||||
Carrying value | $ 48,664,120 | 47,685,582 | ||||||
Series A Notes [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.23 | |||||||
Debt Instrument, Face Amount | $ 19,848,486 | |||||||
Proceeds from Convertible Debt | $ 12,500,000 | |||||||
Debt Instrument, Maturity Date | May 01, 2023 | |||||||
Convertible Notes Payable | $ 30,004,470 | |||||||
Carrying value | 106,575 | |||||||
Interest Expense, Debt | 449,384 | |||||||
Series A Notes [Member] | Geoffrey Scott [Member] | ||||||||
Convertible Notes Payable | 4,642,137 | |||||||
Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.9 | |||||||
Debt Instrument, Face Amount | $ 19,848,486 | |||||||
Proceeds from Convertible Debt | 12,500,000 | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 9,212,285 | |||||||
Debt Instrument Unamortized Discount Difference Between Cash Received And Principal | $ 7,348,486 | |||||||
Debt Instrument, Unamortized Discount, Total | 365,529 | 681,102 | ||||||
Carrying value | 30,369,999 | 29,925,760 | ||||||
Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | Specified Event [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||
Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | Mandatory Conversion of Note if Condition 1 Exists [Member] | ||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 1 | |||||||
Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | Mandatory Conversion of Note if Condition 2 Exists [Member] | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Trading | 10 | |||||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 1.4 | |||||||
Series 2023 Notes [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.43 | |||||||
Debt Instrument, Face Amount | $ 10,500,000 | |||||||
Proceeds from Convertible Debt | $ 10,500,000 | |||||||
Debt Instrument, Maturity Date | Aug. 01, 2023 | |||||||
Series 2023 Notes [Member] | Payment in Kind (PIK) Note [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.4 | $ 0.59 | ||||||
Proceeds from Convertible Debt | $ 10,500,000 | |||||||
Convertible Notes Payable, Noncurrent | 18,294,121 | |||||||
Debt Instrument, Unamortized Discount, Total | 0 | 0 | ||||||
Accrued interest paid through the issuance of PIK Notes | 537,390 | |||||||
Carrying value | $ 18,294,121 | $ 17,759,822 | ||||||
Series 2023 Pik Note Derivative Liability [Member] | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 2,055,000 | |||||||
Monte carlo model [Member] | Series A Notes [Member] | Payment in Kind (PIK) Note [Member] | ||||||||
Debt Instrument, Unamortized Discount, Total | $ 16,560,771 | |||||||
Warrants Issued To Series 2023 Notes Holders [Member] | ||||||||
Financial Instrument Subject To Mandatory Conversion Period For Calculation Of Conversion Feature | 10 years | |||||||
Warrants Issued To Series A Notes Holders [Member] | ||||||||
Financial Instrument Subject To Mandatory Conversion Period For Calculation Of Conversion Feature | 9 years |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
May 03, 2022 USD ($) $ / shares shares | May 24, 2021 USD ($) $ / shares shares | Feb. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 shares | Aug. 31, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) Days $ / shares shares | Sep. 30, 2021 USD ($) shares | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Outstanding | 262,000 | 164,000 | 164,000 | |||||||
Preferred stock, Shares Issued | 262,000 | 164,000 | 164,000 | |||||||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | 700,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common Stock, Shares, Issued | 217,655,150 | 366,974,683 | 366,974,683 | |||||||
Common Stock, Shares, Outstanding | 217,655,150 | 366,974,683 | 366,974,683 | |||||||
Issuance of shares of common stock for consulting services | 70,000 | 9,528,689 | ||||||||
Preferred stock conversion basis | The conversion price (the “Conversion Price”) shall equal the 61% multiplied by the Market Price (representing a discount rate of 39%). “Market Price” means the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | |||||||||
Beneficial conversion feature on Convertible Series B Preferred Stock | $ | $ 51,929 | $ 112,525 | $ 77,876 | $ 225,137 | ||||||
Preferred Stock Share Issued Upon Conversion | 20,164,153 | |||||||||
Issuance of shares for debt issuance cost | $ | $ 1,740 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1 | $ 1.084 | $ 1.084 | |||||||
Preferred Stock, Shares Outstanding | 262,000 | 78,000 | 78,000 | |||||||
Preferred stock, Shares Issued | 78,000 | 81,136 | 95,000 | 262,000 | 78,000 | 78,000 | ||||
Payments of Stock Issuance Costs | $ | $ 3,000 | $ 3,000 | $ 3,000 | |||||||
Proceeds from Issuance of Preferred Stock | $ | 75,000 | 85,000 | 100,000 | |||||||
Preferred stock dividend rate | 12% | |||||||||
Preferred stock redemption days | Days | 180 | |||||||||
Preferred stock conversion price percentage based on market price | 61 | |||||||||
Preferred Stock Conversion Price Discount Rate | 39 | |||||||||
Beneficial conversion feature on Convertible Series B Preferred Stock | $ | $ 25,947 | $ 51,874 | $ 60,738 | |||||||
Preferred Stock Share Issued Upon Conversion | 35,000 | |||||||||
Common Stock [Member] | ||||||||||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Common Stock, Shares, Issued | 217,655,150 | 366,974,683 | 366,974,683 | |||||||
Common Stock, Shares, Outstanding | 217,655,150 | 366,974,683 | 366,974,683 | |||||||
Issuance of shares of common stock for consulting services | 10,000,000 | 3,836,475 | ||||||||
Conversion of Stock, Shares Issued | 86,000 | 66,000 | 75,000 | 223,000 | ||||||
Stock issued during period, shares, purchase of assets | 20,000,000 | 20,000,000 | ||||||||
Stock issued during period, shares, issued related to settlement amounts owed | 17,777,777 | |||||||||
Preferred Stock Share Issued Upon Conversion | 43,409,526 | 23,948,635 | 9,275,000 | 43,409,524 | 9,638,661 | 96,797,312 | 15,805,934 | |||
Shares issued as part of settlement of liability | 17,777,777 | 22,222,221 | 1,162,791 | |||||||
Issuance of shares of common stock for debt issuance cost | 300,000 | |||||||||
Issuance of shares for debt issuance cost | $ | $ 300 | $ 58,140 | ||||||||
Common Stock [Member] | Series B Preferred Stock [Member] | ||||||||||
Shares issued as part of settlement of liability | 4,444,444 |
OPTIONS AND WARRANTS TO PURCH_3
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Issuable upon Exercise of Outstanding Warrants, Outstanding at December 31, 2021 | shares | 11,000,000 |
Shares Issuable upon Exercise of Outstanding Warrants, Issued | shares | 10,860,000 |
Shares Issuable upon Exercise of Outstanding Warrants, Exercised | shares | 0 |
Shares Issuable upon Exercise of Outstanding Warrants, Forfeited | shares | 0 |
Shares Issuable upon Exercise of Outstanding Warrants, Outstanding at September 30, 2022 | shares | 21,860,000 |
Weighted Average Exercise Price, Outstanding at December 31, 2021 | $ / shares | $ 0.1 |
Weighted Average Exercise Price, Issued | $ / shares | 0.046 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ / shares | $ 0.0526 |
OPTIONS AND WARRANTS TO PURCH_4
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Details 1) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price | $ 0.0526 | $ 0.1 |
Shares Issuable upon Exercise of Outstanding Warrants | 21,860,000 | 11,000,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 6 months 3 days | |
Weighted Average Exercise Price | $ 0.0526 | |
Exercise Price 1 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price | $ 0.1 | |
Shares Issuable upon Exercise of Outstanding Warrants | 11,000,000 | |
Weighted Average Remaining Contractual Life (years) | 2 months 12 days | |
Weighted Average Exercise Price | $ 0.1 | |
Exercise Price 2 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price | $ 0.005 | |
Shares Issuable upon Exercise of Outstanding Warrants | 9,860,000 | |
Weighted Average Remaining Contractual Life (years) | 4 years 10 months 9 days | |
Weighted Average Exercise Price | $ 0.005 | |
Exercise Price 3 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price | $ 0.001 | |
Shares Issuable upon Exercise of Outstanding Warrants | 1,000,000 | |
Weighted Average Remaining Contractual Life (years) | 4 years 10 months 9 days | |
Weighted Average Exercise Price | $ 0.001 |
OPTIONS AND WARRANTS TO PURCH_5
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Details 3) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding at beginning of year (in shares) | shares | 52,790,845 |
Granted (in shares) | shares | 4,000,000 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3,854,653) |
Outstanding at end of year (in shares) | shares | 52,936,192 |
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 0.25 |
Granted (in dollars per share) | $ / shares | 0.001 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0.79 |
Outstanding at end of year (in dollars per share) | $ / shares | $ 0.19 |
OPTIONS AND WARRANTS TO PURCH_6
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Details 4) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Options Outstanding | 52,936,192 |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 2 years 10 months 20 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.19 |
Number of Options Exercisable | 52,936,192 |
Options Exercisable, Weighted Average Remaining Contracrual Life (Year) | 2 years 10 months 20 days |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.19 |
Range of Exercise Prices (0.001 - 0.08) [Member] | |
Number of Options Outstanding | 42,409,881 |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 4 years 8 months 4 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.05 |
Number of Options Exercisable | 42,409,881 |
Options Exercisable, Weighted Average Remaining Contracrual Life (Year) | 4 years 8 months 4 days |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.05 |
Range of Exercise Prices (0.001 - 0.08) [Member] | Maximum [Member] | |
Number of Options Exercisable | 0.08 |
Range of Exercise Prices (0.001 - 0.08) [Member] | Minimum [Member] | |
Number of Options Exercisable | 0.001 |
Range of Exercise Prices (0.10 - 0.84) [Member] | |
Number of Options Outstanding | 6,784,251 |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 1 year 3 months 25 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.34 |
Number of Options Exercisable | 6,784,251 |
Options Exercisable, Weighted Average Remaining Contracrual Life (Year) | 1 year 3 months 25 days |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.34 |
Range of Exercise Prices (0.10 - 0.84) [Member] | Maximum [Member] | |
Number of Options Exercisable | 0.84 |
Range of Exercise Prices (0.10 - 0.84) [Member] | Minimum [Member] | |
Number of Options Exercisable | 0.1 |
Range of Exercise Prices (1.10 - 1.66) [Member] | |
Number of Options Outstanding | 3,742,060 |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 3 months 3 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.57 |
Number of Options Exercisable | 3,742,060 |
Options Exercisable, Weighted Average Remaining Contracrual Life (Year) | 3 months 3 days |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.57 |
Range of Exercise Prices (1.10 - 1.66) [Member] | Maximum [Member] | |
Number of Options Exercisable | 1.66 |
Range of Exercise Prices (1.10 - 1.66) [Member] | Minimum [Member] | |
Number of Options Exercisable | 1.1 |
OPTIONS AND WARRANTS TO PURCH_7
OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK (Details Textual) - USD ($) | 9 Months Ended | ||||
Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 07, 2016 | Nov. 20, 2012 | |
Granted (in shares) | 4,000,000 | ||||
Granted (in dollars per share) | $ 0.001 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 16,290 | ||||
Warrant [Member] | |||||
Warrant Issued Terms | 5 years | ||||
Fair value of warrants on grant date | $ 31,056 | ||||
Common Stock [Member] | Warrant [Member] | Granted Period Type One [Member] | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 9,860,000 | ||||
Warrant price per share | $ 0.005 | ||||
Common Stock [Member] | Warrant [Member] | Granted Period Type Two [Member] | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,000,000 | ||||
Warrant price per share | $ 0.001 | ||||
Employee Stock [Member] | |||||
Granted (in shares) | 4,000,000 | ||||
Granted (in dollars per share) | $ 0.001 | ||||
Options Issued Terms | 5 years | ||||
Fair value of options on grant date | $ 13,107 | ||||
LTIP [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,900,000 | ||||
Incentive Plan 2016 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 15,000,000 | ||||
Employee Stock Option [Member] | |||||
Allocated Share-based Compensation Expense | $ 92,006 | $ 155,058 |
PER SHARE DATA (Details Textual
PER SHARE DATA (Details Textual) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 52,936,192 | 52,790,845 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,860,000 | 11,000,000 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 176,663,277 | 124,437,208 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 9 Months Ended | ||||||||
Oct. 07, 2022 | Sep. 30, 2022 | Nov. 11, 2022 | Nov. 03, 2022 | Oct. 19, 2022 | May 03, 2022 | Dec. 31, 2021 | May 24, 2021 | Feb. 17, 2021 | |
Subsequent Event [Line Items] | |||||||||
Preferred stock, Shares Issued | 164,000 | 262,000 | |||||||
Number of common stock issued | 0 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, Shares Issued | 78,000 | 78,000 | 262,000 | 81,136 | 95,000 | ||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of common stock issued | 4,000,000 | ||||||||
Conversion of accrued interest into common stock | 13,250,000 | 6,625,000 | |||||||
Subsequent Event [Member] | D And O Policy [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Insurance premium financed | $ 106,854 | ||||||||
Subsequent Event [Member] | General Liability Insurance Policy [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Insurance premium financed | $ 15,386 | ||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, Shares Issued | 30,000 | 20,000 |