Document and Entity Information
Document and Entity Information
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9 Months Ended | |
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Sep. 30, 2014
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Nov. 14, 2014
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Document And Entity Information | ||
Entity Registrant Name | JAMESON STANFORD RESOURCES CORP | |
Entity Central Index Key | 0001477168 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,644,729 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 |
Condensed Consolidated Balance Sheets
Condensed Consolidated Balance Sheets (Parenthetical)
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
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Sep. 30, 2014
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Dec. 31, 2013
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Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 15,903,862 | 40,253,862 |
Common stock, shares outstanding | 15,903,862 | 40,253,862 |
Condensed Consolidated Statements of Operations (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2014
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Sep. 30, 2013
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Sep. 30, 2014
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Sep. 30, 2013
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Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
Executive compensation | 36,000 | 57,000 | 66,000 | 147,000 |
Exploration and development costs | 19,352 | 214,282 | 46,288 | 347,277 |
General and administrative | 143,833 | 309,997 | 818,752 | 762,106 |
General and administrative - related party | 10,783 | |||
Total Operating Expenses | 199,185 | 581,279 | 931,040 | 1,267,166 |
Net Loss from Operations | (199,185) | (581,279) | (931,040) | (1,267,166) |
OTHER INCOME (EXPENSES) | ||||
Gain (Loss) on extinguishment of debt | (60,000) | |||
Interest expense, related parties | (208,985) | (38,663) | (578,934) | (49,622) |
Interest expense | (1,361) | (460) | (5,446) | (3,350) |
Loss on sale of fixed asset | (23,943) | (23,943) | ||
NET LOSS | $ (433,474) | $ (620,402) | $ (1,539,363) | $ (1,380,138) |
Basic and diluted (loss) per share | $ (0.01) | $ (0.02) | $ (0.04) | $ (0.04) |
Basic and diluted weighted average shares outstanding | 38,729,949 | 34,323,307 | 40,033,166 | 32,315,986 |
Condensed Consolidated Statement of Cash Flows (Unaudited)
Organization and Nature of Business
Organization and Nature of Business
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9 Months Ended |
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Sep. 30, 2014
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business |
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
On October 29, 2012, Jameson Stanford Resources Corporation (the “Company”) merged with Bolcán Mining Corporation (Note 2). Prior to the merger, the Company was a publically traded shell company with no business operations. The shell company was originally incorporated under the laws of the state of Nevada in September 2009 as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States. As a result of the merger, the Company is no longer considered a shell company.
The current operating activities of the Company include exploration and pre-extraction activities related to certain mining claims, mineral leases and excavation rights (collectively referred to herein as “mineral rights”) for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral and excavation rights. Furthermore, at the present time, we have not established a program of further exploration and engineering to establish proven or probable reserves for any of our mineral rights. |
Going Concern
Going Concern
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9 Months Ended |
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Sep. 30, 2014
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Going Concern | |
Going Concern |
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $5,220,598 as of the period ended September 30, 2014. Further losses are anticipated in the development of its business.
The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations and cash flows in the near-term future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations. Management plans to finance the Company’s operating costs as necessary over the next twelve months with advances from owners and directors, and the private placement of the Company’s equity ownership. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
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9 Months Ended |
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Sep. 30, 2014
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Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Presentation
The interim financial information of the Company as of period ended September 30, 2014 and September 30, 2013 is unaudited. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K/A for the year ended December 31, 2013. |
Mineral Rights
Mineral Rights
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9 Months Ended |
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Sep. 30, 2014
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Extractive Industries [Abstract] | |
Mineral Rights |
NOTE 4 – MINERAL RIGHTS
At September 30, 2014, the Company had certain mining claims, mineral leases and excavation rights for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. The Company has not established proven or probable reserves on any of its mineral projects and no minerals have been extracted from these properties as of September 30, 2014. As of September 30, 2014, mineral rights are $25,869. |
Transactions with Related Party
Transactions with Related Party
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9 Months Ended |
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Sep. 30, 2014
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Related Party Transactions [Abstract] | |
Transactions with Related Party |
NOTE 5 – TRANSACTIONS WITH RELATED PARTY
At the period ended September 30, 2014, related parties contributed services that were valued at $103,500. This was recorded in the Statements of Operations and Additional Paid in Capital on the Balance Sheet.
At the period ended September 30, 2014, the Company owed to a related party $78,559.
At the period ended September 30, 2014, related parties owned Convertible Debt issued by the Company with a balance of $831,035, net of unamortized loan discount. See Note 8 – Convertible Notes.
On September 22, 2014 the Company obtained a Default Judgment against Michael Stanford, its former sole director, CEO and largest shareholder awarding the Company money damages of $23.5 million, requiring Mr. Stanford to return to the Company 25,000,000 shares of its common stock and for him to transfer to the Company a residential property located in Milford, Utah 84751 and injunctive relief based upon the wrongful, fraudulent and tortuous acts involving the Company. Mr. Stanford returned the stock and conveyed title to the property prior to entry of this judgment. As part of this cancellation the amount owed to the Company by the former CEO of $1,427,320 for personal use of Company assets was eliminated. See Note 11 – Legal Proceedings |
Stipulated Agreement Liability
Stipulated Agreement Liability
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9 Months Ended |
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Sep. 30, 2014
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Stipulated Agreement Liability | |
Stipulated Agreement Liability |
note 6 – stipulated Agreement LIABILITY
The Company entered into an agreement with Michael Christiansen, an officer of the Company (“Christiansen”) at the time on August 13, 2013 (the “Stipulated Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $10,500 on or before August 15, 2013; $10,500 on or before September 15, 2013; $10,500 on or before October 15, 2013; and the balance in installments of $15,000 beginning on the earlier of (a) the first day of the month following the date on which the company receive at least three million dollars ($3,000,000) of equity funding, or (b) December 31, 2014. The Company has the right to prepay any part of this amount without any prepayment penalty. In no event, however, shall the balance due be paid later than December 31, 2014. In the event of a change of control, the Company is obligated to pay in full the portion of the Amount Due that remains unpaid. Subject to completion of the payments due under the agreement, the parties agreed to release certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay the Amount Due. During the period ended September 30, 2014, the Company made payments of $12,500 resulting in a remaining liability of $79,272 recorded as Stipulated Agreement Liability in the accompanying financial statements. |
Loan Payable
Loan Payable
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9 Months Ended |
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Sep. 30, 2014
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Debt Disclosure [Abstract] | |
Loan Payable |
NOTE 7 – LOAN PAYABLE
On May 11, 2012, Christiansen loaned the Company $42,000. The loan was guaranteed by the Majority Owner, called for interest at 12% per annum and was extended to a due date of August 24, 2012. Effective July 1, 2013, the entire balance of $48,598, including accrued interest of $6,598, was incorporated into the Stipulated Agreement settlement with Christiansen and is included in the Amount Due. See NOTE 6. |
Convertible Notes
Convertible Notes
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Sep. 30, 2014
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Convertible Notes |
NOTE 8 – CONVERTIBLE NOTES
On August 19, 2013 the Company issued a $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an individual investor. The overall terms of the Note are as follows:
For the period ended September 30, 2014, the Company recorded $69,333 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $161,351 as amortization of the debt discount. At September 30, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.
Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 500,000 shares of its common stock.
Using the Black-Scholes method, such warrants were valued at $160,138. The following weighted-average assumptions were used in the Black-Scholes calculation:
On October 18, 2013 the Company issued another $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an second individual investor. The overall terms of the Note are as follows:
For the period ended September 30, 2014, the Company recorded $58,333 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $183,715 as amortization of the debt discount. At September 30, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.
Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 500,000 shares of its common stock.
Using the Black-Scholes method, such warrants were valued at $209,503. The following weighted-average assumptions were used in the Black-Scholes calculation:
On January 22, 2014 the Company issued a $200,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an individual investor. The overall terms of the Note are as follows:
For the period ended September 30, 2014, the Company recorded $16,667 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $18,268 as amortization of the debt discount. At the period ended September 30, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.
Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 200,000 shares of its common stock.
Using the Black-Scholes method, such warrants were valued at $45,924. The following weighted-average assumptions were used in the Black-Scholes calculation:
On March 12, 2014 the Company issued a $300,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to a second individual investor. The overall terms of the Note are as follows:
For the period ended September 30, 2014, the Company recorded $20,100 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $87,834 as amortization of the debt discount. At the period ended September 30, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.
Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 300,000 shares of its common stock.
Using the Black-Scholes method, such warrants were valued at $253,066. The following weighted-average assumptions were used in the Black-Scholes calculation:
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Contracts and Lease Commitments
Contracts and Lease Commitments
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9 Months Ended |
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Sep. 30, 2014
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Commitments and Contingencies Disclosure [Abstract] | |
Contracts and Lease Commitments |
NOTE 9 – CONTRACTS AND LEASE COMMITMENTS
Office Leases
Commencing February 1, 2013 and continuing to January 31, 2014, the Company rented residential office space from an entity controlled by the Majority Owner. The monthly lease payment was comparable to rents paid by non-related parties for similar office space in the area.
Commencing October 1, 2013 and continuing to June 30, 2014, the Company leased executive office space totaling 430 square feet. The Company is obligated to monthly lease payments of $5,300. The agreement is renewable at the option of the Company in three month increments. The current lease expired June 30, 2014 and was not renewed. The Company was required to submit a refundable deposit of $5,100. The refundable deposit was returned.
As of July 1, 2014, the corporate office of the Company is located at 605 W. Knox Rd., Suite 202, Tempe, Arizona. These facilities are furnished rent free by one of the Company’s shareholders. An imputed rent expense of $500 per month was recorded to the Statements of Operations and recorded as Additional Paid in Capital on the Balance Sheet for the period ended September 30, 2014.
Service Contracts
Effective July 31, 2013, the Company entered into an agreement with Christiansen to serve as Executive Vice President, Corporate Development. The initial term of six months calls for monthly compensation of $6,000 increasing to $10,000 per month once the company has raised $1,000,000 in new equity funding, $15,000 per month once the company has raised $3,000,000 and $20,000 per month once the company has raised $5,000,000. The Company is further obligated to reimburse Christiansen for usual and customary business related expenses. This contract was not renewed and expired on January 31, 2014.
Royalty Agreement
Under a memorandum of understanding, the Company is obligated to pay an existing investor, a royalty equal to $.50 per metric tonne (approx 2,200 lbs) for any sales of ore until the investor has recouped his investment of $750,000. No royalty expense has been incurred or recorded related to this agreement for the period ended September 30, 2014. See Note 12 – Subsequent Events, Share Cancellation. |
Equity Transaction
Equity Transaction
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9 Months Ended |
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Sep. 30, 2014
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Equity [Abstract] | |
Equity Transaction |
NOTE 10 – EQUITY TRANSACTION
On February 27, 2014, the Company issued 650,000 restricted common shares to a professional services company controlled by an officer of the Company. Based on a closing common share value of $.70 on the issuance date, professional services expense of $455,000 was recorded. See Note 15 – Subsequent Events, Share Cancellation.
In connection with the Company’s issuance of the $200,000 and $300,000 principal amount of Notes on January 22, 2014 and March 12, 2014, respectively, discussed in Note 8 – Convertible Notes, the Company issued warrants to purchase an aggregate of 500,000 shares of its common stock at $1.00 per share. The Warrants expire on October 15, 2015. The exercise price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
On September 22, 2014, 25,000,000 shares of the Company’s common stock previously owned by its former CEO were returned and cancelled pursuant to a court order in connection with the Company’s litigation with its former CEO. As part of the cancellation, the amount owed to the Company by the former CEO for personal use of Company assets was eliminated. See Note 11 – Legal Proceedings |
Legal Proceedings
Legal Proceedings
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9 Months Ended |
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Sep. 30, 2014
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Legal Proceedings | |
Legal Proceedings |
NOTE 11 – LEGAL PROCEEDINGS
On January 16, 2014, DOSECC Exploration Services (“DOSECC”) filed a lien in Beaver County, UT on the Chopar Mine for an outstanding balance owed in connection with their work in the alleged amount of seventy thousand dollars ($70,000.00). In August, 2014, DOSECC filed a lawsuit in Utah Fifth District Court for the allegedly delinquent balance and are reportedly in a position to seek a default judgment and foreclosure on the Chopar Mine. In November, 2014, the Company and DOSECC agreed to settle the amount due as $40,000 to be paid by December 15, 2014 at which time the lien will be released and all samples and other materials collected by DOSECC would be returned and the Company would have no further liability or debt with DOSECC.
On August 20, 2014 the Company filed a complaint in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) against Michael Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining Corporation in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company.
Based on this conduct, the complaint included a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.
On May 27, 2014, Mr. Stanford resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct as alleged in the complaint which relate to his actions prior to his resignation.
On September 22, 2014, the Company received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder (the “Stanford Lawsuit”). The Judgment requires, among other things, that Mr. Stanford render a full accounting to the Company, orders the return of 25,000,000 shares of Company common stock, and the transfer of a residential property located at 510 West Center, Milford, Utah 84751 to the Company, as well as transfers ownership of all the personal property located within the real property to the Company. The Judgment also enjoins Mr. Stanford from representing that he is involved in the business of the Company or its subsidiaries to any person or entity, as well as permanently enjoining Mr. Stanford from offering or pretending to offer for sale any stock or security interest in the Company or its affiliated entities. The injunction further prohibits Mr. Stanford from offering or pretending to offer for sale any actual or fabricated business opportunity related in any way to the Company or an affiliate of the Company. The Judgment permanently enjoins Mr. Stanford from wasting, concealing, withholding, transferring, transmitting, or transporting across any state boundary any asset, corporate opportunity, record, or title to which the Company is entitled and/or that has been purchased or produced in whole or in part through use of the Company or any subsidiary of the Company.
The Judgment further enjoins Mr. Stanford from, among other things, and with the a limited exception of communications made during settlement negotiations, communicating with, threatening, assaulting, bribing any past or present officer, employee, agent, investor, or representative of the Company or its subsidiaries, tampering with or destroying records and property relating to Judgment. The Judgment forbids Mr. Stanford from leaving the State of Utah, and also from leaving the United States, and orders Mr. Stanford to surrender his passport to the Court, until such time as Mr. Stanford shall render an accounting to the Company to the satisfaction of the Court.
The Judgment also orders Mr. Stanford to pay the Company’s costs, expenses, and attorney’s fees associated with the Stanford Lawsuit, as well as past, present, and future accrual and proximate damages suffered due to the loss and harm caused by Mr. Stanford’s acts and omissions in relation to the Stanford Lawsuit in the amount of $5,873,675. The court further ordered punitive damages against Mr. Stanford in the amount of treble the current known actual damages (other than the retitled securities and the Milford, Utah residential property), for a total of $17,621,025, and post-judgment interest. The Judgment is without prejudice to any future suit the Company or any other entity or investor may have for additional, non-duplicative damages and relief that may be revealed as necessary through any further audits and rendering of an accounting that may occur in connection the Mr. Stanford.
On September 17, 2014, prior to the entering of the Judgment, Mr. Stanford conveyed to the Company the real property located at 510 West Center, Milford, Utah 84751 and executed an irrevocable stock power of attorney to convey 25,000,000 shares of our common stock that he owned for cancellation by the Company. The 25,000,000 shares of common stock were cancelled on September 22, 2014. We are evaluating what future legal proceedings we may pursue in order to collect money damages of $23,494,700 awarded to us pursuant to the Judgment.
The Company believes that its claims in the above case are substantial for the reasons discussed above. Litigation is, however, inherently unpredictable. The final outcome of this lawsuit is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible recovery. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption. |
Subsequent Events
Subsequent Events
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Sep. 30, 2014
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Subsequent Events [Abstract] | ||||||||||||||||
Subsequent Events |
NOTE 12 – SUBSEQUENT EVENTS
Share Cancellation
On October 1, 2014, but effective September 18, 2014, a shareholder signed an Agreement of Mutual Understanding and Settlement wherein the shareholder agreed to:
On September 25, 2014, the former Chief Financial Officer of the Company signed a Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement wherein he agrees to return 500,000 shares of our common stock that he owns for cancellation by the Company and agrees to cancel the amount payable to his company for accounting and financial consulting work in the amount of $13,716. The shares were cancelled on October 9, 2014.
Debt and Warrant Conversion
On October 22, 2014, the Chief Executive Officer and Chairman of the Board of Directors and another Director agreed to convert $1,500,000 aggregate principal of the Company’s convertible debt previously issued to them (the “Convertible Debt”) along with accrued interest of $175,433 into an aggregate of 3,350,867 shares of the Company’s unregistered common stock (the “Conversion”). In connection with the Conversion, the Company entered into an Amendment to Common Stock Purchase Warrants related to warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock (the “Warrants”). The Warrants were issued to them in connection with the issuance of the Convertible Debt (the “Warrant Amendment”). The Warrant Amendment reduces the Exercise Price of all unexercised Warrants from $1.00 per share to $0.50 per share. The Warrants were exercised pursuant to its cashless exercise provisions. An additional 750,000 shares of the Company’s unregistered common stock will be issued for the warrants. The total number of shares to be issued is 4,100,867.
Proposed Name Change and Increase in Authorized Capital Stock
The Company plans to change its corporate name to Star Mountain Resources, Inc. to reflect its primary focus to explore and conduct pre-extraction activities for mineral rights it holds in the Star Mining District. In addition, the Company plans to increase its authorized capital stock from 350,000,000 shares to 400,000,000 shares, of which 350,000,000 will be common stock and 50,000,000 will be preferred stock. The increase in capital stock is intended to allow the Company to issue capital stock with respect to corporate opportunities without delay. The Company filed a preliminary information statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) on November 12, 2014 seeking shareholder consent to amend its articles of incorporation to carry out these plans. If the SEC has no comments on the preliminary information statement, the Company expects to amend its articles of incorporation effective November 24, 2014 which is 20 days after the mailing of a definitive information statement to its stockholders. The Company’s proposed amendment to its articles of incorporation also requires us to process the amendment with FINRA prior to the effective date of the amendment.
The Company has evaluated subsequent events pursuant to ASC 855. Other than the events noted above, no additional material subsequent events exist. |
Summary of Significant Accounting Policies (Policies)
Summary of Significant Accounting Policies (Policies)
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9 Months Ended |
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Sep. 30, 2014
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Accounting Policies [Abstract] | |
Basis of Accounting and Presentation |
Basis of Accounting and Presentation
The interim financial information of the Company as of period ended September 30, 2014 and September 30, 2013 is unaudited. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K/A for the year ended December 31, 2013. |
Convertible Notes (Tables)
Convertible Notes (Tables)
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2014
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Convertible Promissory Note |
The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:
The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:
The Company’s Consolidated Balance Sheets report the following related to the convertible promissory note:
The Company’s Consolidated Balance Sheets report the following related to the convertible promissory note:
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Schedule of Weighted Average Assumptions Calculation |
The following weighted-average assumptions were used in the Black-Scholes calculation:
The following weighted-average assumptions were used in the Black-Scholes calculation:
The following weighted-average assumptions were used in the Black-Scholes calculation:
The following weighted-average assumptions were used in the Black-Scholes calculation:
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Going Concern (Details Narrative)
Going Concern (Details Narrative) (USD $)
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Sep. 30, 2014
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Dec. 31, 2013
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Going Concern | ||
Accumulated deficit during exploration stage | $ 5,220,598 | $ 3,681,235 |
Mineral Rights (Details Narrative)
Mineral Rights (Details Narrative) (USD $)
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Sep. 30, 2014
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Dec. 31, 2013
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Extractive Industries [Abstract] | ||
Mineral rights | $ 25,869 | $ 25,869 |
Transactions with Related Party (Details Narrative)
Transactions with Related Party (Details Narrative) (USD $)
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0 Months Ended | 9 Months Ended | ||||
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Sep. 22, 2014
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Sep. 17, 2014
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Aug. 20, 2014
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Sep. 30, 2014
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Sep. 30, 2013
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Dec. 31, 2013
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Related Party Transactions [Abstract] | ||||||
Contributed capital | $ 103,500 | |||||
Amount owed to related party | 78,559 | |||||
Convertible debt - related party | 831,036 | 178,858 | ||||
Money damages | 23,500,000 | 23,494,700 | ||||
Common stock, shares cancelled | 25,000,000 | 25,000,000 | 25,000,000 | |||
Majority owner owed for personal use of assets | $ 1,427,320 |
Stipulated Agreement Liability (Details Narrative)
Stipulated Agreement Liability (Details Narrative) (USD $)
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9 Months Ended | 0 Months Ended | |||||
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Sep. 30, 2014
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Dec. 31, 2013
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Aug. 13, 2013
Amount Due Agreed To Be Paid On or Before August 15, 2013 [Member]
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Aug. 13, 2013
Amount Due Agreed To Be Paid On or Before September 15, 2013 [Member]
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Aug. 13, 2013
Amount Due Agreed To Be Paid On or Before October 15, 2013 [Member]
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Aug. 13, 2013
First Day of Month Following Date on Which Company Received At Least Three Million Dollars of Equity Funding, Or December 31, 2014 [Member]
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Aug. 13, 2013
Michael Christiansen [Member]
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Amount Due relating to promissory note, accrued compensation and out-of-pocket expenses incurred | $ 123,272 | ||||||
Amount Due, periodic payment | 10,500 | 10,500 | 10,500 | 15,000 | |||
Equity funding | 3,000,000 | ||||||
Repayments of debt | 12,500 | ||||||
Remaining liability recorded as Stipulated Agreement Liability, Related Party | $ 79,272 | $ 91,772 |
Loan Payable (Details Narrative)
Loan Payable (Details Narrative) (USD $)
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0 Months Ended | |
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Jul. 02, 2014
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May 11, 2012
Michael Christiansen [Member]
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Proceeds from repayments of loan payable | $ 42,000 | |
Loan bears interest rate | 12.00% | |
Loan extended maturity date | Aug. 24, 2012 | |
Loans payable | 48,598 | |
Accrued interest | $ 6,598 |
Convertible Notes (Details Narrative)
Convertible Notes (Details Narrative) (USD $)
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9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
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Sep. 30, 2014
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Sep. 30, 2013
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Jul. 02, 2014
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Dec. 31, 2013
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Aug. 19, 2013
Convertible Promissory Note One [Member]
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Sep. 30, 2014
Convertible Promissory Note One [Member]
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Aug. 19, 2013
Convertible Promissory Note One [Member]
Warrant [Member]
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Oct. 18, 2013
Convertible Note Promissory Two [Member]
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Sep. 30, 2014
Convertible Note Promissory Two [Member]
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Oct. 18, 2013
Convertible Note Promissory Two [Member]
Warrant [Member]
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Jan. 22, 2014
Convertible Promissory Note Three [Member]
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Sep. 30, 2014
Convertible Promissory Note Three [Member]
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Jan. 22, 2014
Convertible Promissory Note Three [Member]
Warrant [Member]
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Mar. 12, 2014
Convertible Promissory Note Four [Member]
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Sep. 30, 2014
Convertible Promissory Note Four [Member]
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Mar. 12, 2014
Convertible Promissory Note Four [Member]
Warrant [Member]
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Convertible promissory note | $ 500,000 | $ 500,000 | $ 200,000 | $ 300,000 | ||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||
Due date of unpaid interest and principal of notes | Sep. 14, 2015 | Oct. 31, 2015 | Oct. 15, 2015 | Oct. 15, 2015 | ||||||||||||
Notes redemption right | the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days |
the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days |
the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days |
the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days |
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Conversion price per share | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||
Warrants issued to purchase additional common stock, number | 500,000 | 500,000 | 200,000 | 300,000 | ||||||||||||
Common stock, price per share | $ 0.001 | $ 0.001 | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 | ||||||||||
Percentage of outstanding debt equal to value of event | 150.00% | 150.00% | 150.00% | 150.00% | ||||||||||||
Accrued interest expense | 6,598 | 69,333 | 58,333 | 16,667 | 20,100 | |||||||||||
Amortization of debt discount | 451,167 | 24,823 | 161,351 | 183,715 | 18,268 | 87,834 | ||||||||||
Warrants issued to purchase number of common stock | 500,000 | 500,000 | 500,000 | 200,000 | 300,000 | |||||||||||
Warrants value using the Black-Scholes method | $ 160,138 | $ 209,503 | $ 45,924 | $ 253,066 |
Convertible Notes - Schedule of Convertible Promissory Note (Details)
Convertible Notes - Schedule of Convertible Promissory Note (Details) (USD $)
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Sep. 30, 2014
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Convertible Promissory Note One [Member]
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Principal amount | $ 500,000 |
Unamortized debt discount | (209,589) |
Net carrying amount | 290,411 |
Convertible Note Promissory Two [Member]
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Principal amount | 500,000 |
Unamortized debt discount | (266,487) |
Net carrying amount | 233,513 |
Convertible Promissory Note Three [Member]
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Principal amount | 200,000 |
Unamortized debt discount | (27,656) |
Net carrying amount | 172,344 |
Convertible Promissory Note Four [Member]
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Principal amount | 300,000 |
Unamortized debt discount | (165,232) |
Net carrying amount | $ 134,768 |
Convertible Notes - Schedule of Weighted Average Assumptions Calculation (Details)
Convertible Notes - Schedule of Weighted Average Assumptions Calculation (Details)
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9 Months Ended |
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Sep. 30, 2014
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Warrant One [Member]
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Expected term (years) | 2 years 1 month 6 days |
Expected volatility | 125.50% |
Risk-free interest rate | 0.36% |
Dividend yield | 0.00% |
Warrant Two [Member]
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Expected term (years) | 2 years |
Expected volatility | 125.50% |
Risk-free interest rate | 0.33% |
Dividend yield | 0.00% |
Warrant Three [Member]
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Expected term (years) | 1 year 8 months 12 days |
Expected volatility | 125.50% |
Risk-free interest rate | 0.44% |
Dividend yield | 0.00% |
Warrant Four [Member]
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Expected term (years) | 1 year 7 months 6 days |
Expected volatility | 125.50% |
Risk-free interest rate | 0.37% |
Dividend yield | 0.00% |
Contracts and Lease Commitments (Details Narrative)
Contracts and Lease Commitments (Details Narrative) (USD $)
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3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
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Sep. 30, 2014
sqft
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Sep. 30, 2013
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Sep. 30, 2014
sqft
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Sep. 30, 2013
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Jul. 31, 2013
Michael Christiansen [Member]
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Jul. 31, 2013
Michael Christiansen [Member]
When $1000000 New Equity Fund Raised [Member]
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Jul. 31, 2013
Michael Christiansen [Member]
When $3000000 New Equity Fund Raised [Member]
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Jul. 31, 2013
Michael Christiansen [Member]
When $5000000 New Equity Fund Raised [Member]
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Opeerating lease obligations montly lease pemenyts | $ 5,300 | |||||||
Refundable deposit | 5,100 | 5,100 | ||||||
Leasing executive office space totaling, square feet | 430 | 430 | ||||||
Lease payments | 5,300 | |||||||
Lease expiration date | Jun. 30, 2014 | Jan. 31, 2014 | ||||||
Initial term, monthly calls | 6 months | |||||||
Rent expense | 500 | |||||||
Compensation | 36,000 | 57,000 | 66,000 | 147,000 | 6,000 | 10,000 | 15,000 | 20,000 |
Increase in new equity funding | 1,000,000 | 3,000,000 | 5,000,000 | |||||
Royalty per metric tonne | 0.50 | |||||||
Royalty, in weight (lbs) | 2,200 | |||||||
Royalty expense | 0 | |||||||
Investments | $ 750,000 | $ 750,000 |
Equity Transaction (Details Narrative)
Equity Transaction (Details Narrative) (USD $)
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0 Months Ended | 9 Months Ended | ||||
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Sep. 22, 2014
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Aug. 20, 2014
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Mar. 12, 2014
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Feb. 27, 2014
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Jan. 22, 2014
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Sep. 30, 2014
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Equity [Abstract] | ||||||
Issuance of restricted common shares for professional services | 650,000 | |||||
Stock issued per share | $ 0.70 | $ 1.00 | ||||
Professional services expense | $ 455,000 | |||||
Proceeds from notes | $ 300,000 | $ 200,000 | ||||
Warrants to purchase number of common stock | 500,000 | |||||
Warrants expiration date | Oct. 15, 2015 | |||||
Common stock, shares cancelled | 25,000,000 | 25,000,000 | 25,000,000 |
Legal Proceedings (Details Narrative)
Legal Proceedings (Details Narrative) (USD $)
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0 Months Ended | 9 Months Ended | 0 Months Ended | ||
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Sep. 22, 2014
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Sep. 17, 2014
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Aug. 20, 2014
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Sep. 30, 2014
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Jan. 16, 2014
DOSECC [Member]
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Outstanding balance owed | $ 70,000 | ||||
Settlement amount due | 40,000 | ||||
Losses | 2,591,359 | ||||
Fraudulent claimed business expenses | 1,272,321 | ||||
Deposits | 1,319,038 | ||||
Common stock, shares cancelled | 25,000,000 | 25,000,000 | 25,000,000 | ||
Misappropriated investment capital | 750,000 | ||||
Damges value | 5,873,675 | ||||
Actual damages current | 17,621,025 | ||||
Money damages | $ 23,500,000 | $ 23,494,700 |
Subsequent Events (Details Narrative)
Subsequent Events (Details Narrative) (USD $)
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0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
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Sep. 18, 2014
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Feb. 27, 2014
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Sep. 30, 2014
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Dec. 31, 2013
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Sep. 30, 2014
Minimum [Member]
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Sep. 30, 2014
Maximum [Member]
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Oct. 22, 2014
Subsequent Event [Member]
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Oct. 22, 2014
Subsequent Event [Member]
Minimum [Member]
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Oct. 22, 2014
Subsequent Event [Member]
Maximum [Member]
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Oct. 22, 2014
Subsequent Event [Member]
Warrant [Member]
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Sep. 25, 2014
Robbie Chidester [Member]
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Sep. 18, 2014
Mr. Sutherland [Member]
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Cancellation of common stock | 3,860,000 | 500,000 | ||||||||||
Number of stock retaining during period | 1,500,000 | |||||||||||
Stock issued per share | $ 0.70 | $ 1.00 | $ 0.50 | |||||||||
Number of stock retaining value during period | $ 750,000 | |||||||||||
Common stock received compensation to cancel value | 13,716 | |||||||||||
Debt conversion principal amount | 1,500,000 | |||||||||||
Accrued interest on convertible debt | $ 175,433 | |||||||||||
Convertible debt shares converted | 3,350,867 | |||||||||||
Warrants to purchase number of common stock | 500,000 | 1,500,000 | ||||||||||
Unexercised warrants exercise price per share | $ 0.50 | $ 1.00 | ||||||||||
Additional shares issued | 750,000 | |||||||||||
Total number of shares issued | 4,100,867 | |||||||||||
Authorized capital stock | 350,000,000 | 400,000,000 | ||||||||||
Common stock shares, authorized | 350,000,000 | 350,000,000 | ||||||||||
Preferred stock shares, authorized | 50,000,000 |