UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2014
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-143512
FIRMA HOLDINGS CORP.
(Name of Small Business Issuer in its charter)
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Nevada
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20-5000381
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(State of incorporation)
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(IRS Employer Identification No.)
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181 N. Arroyo Grande Blvd, Ste. 140B
Henderson, NV
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89074
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(Address of principal executive office)
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(Zip Code)
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Registrant's telephone number, including area code: (888) 901-4550
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £ No T
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K T
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer £
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Non-accelerated filer £(Do not check if a smaller reporting company)
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Accelerated filer £
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Smaller reporting company T
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes £ No T
The aggregate market value of the voting stock held by non-affiliates of the Company on June 30, 2014, was approximately $11,169,287.
As of April 14, 2015, the Company had 100,845,696 issued and outstanding shares of common stock.
Documents incorporated by reference: None
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which include but are not limited to, statements concerning our business strategy, plans and objectives, projected revenues, expenses, gross profit, income, and mix of revenue. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by us. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements.
Additional information on the various risks and uncertainties potentially affecting our operating results are discussed in this report and other documents we file with the Securities and Exchange Commission, or are available upon written request to our corporate secretary at 181 N. Arroyo Grande Blvd Ste. #140B, Henderson, NV. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements.
As used in this report, “Firma Holdings,” “Company,” “we,” “our” and similar terms refer to Firma Holdings Corp. and its subsidiaries, unless the context indicates otherwise.
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Page
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PART I
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5
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15
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PART II
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PART III
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59
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60
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64
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PART IV
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66
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68
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Firma Holdings Corp. (“Firma Holdings” or the “Company”), formerly known as Tara Minerals Corp. and formerly a subsidiary of Tara Gold Resources Corp. (“Tara Gold”), consists of three business segments: mining, packaging technology, and food manufacturing. We were incorporated in Nevada on May 12, 2006.
Tara Gold, which historically has been engaged in the exploration and development of mining properties in Mexico, divested its ownership in Firma Holdings in February 2015 by distributing out its ownership in Firma Holdings as a dividend to its shareholders.
In 2006, Tara Gold formed Firma Holdings when it determined that some investors prefer lead, zinc and silver projects, rather than gold and silver projects, and that capital may be easier to obtain by separating gold properties from industrial metal properties. Although this was Tara Gold’s intention when it formed Firma Holdings, Firma Holdings nevertheless has interests in properties which may be productive of gold or silver. Firma Holdings formed Adit Resources Corp. (“Adit”) in 2009 to hold the Picacho Groupings, discussed further below, and to finance the exploration and development of the Picacho Groupings solely from the sale of Adit’s securities. Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. (“ACM”) (See Note 15). Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (“AMM”), a Mexican corporation and 87% of the common stock of Adit. Firma Holdings’ operations in Mexico are conducted through AMM and ACM, since Mexican law provides that only Mexican corporations are allowed to own mining properties.
Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary would be included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. At December 31, 2013 the Company had no joint ventures or VIEs.
Unless otherwise indicated, all references to “Firma Holdings” or the “Company” include the properties and operations of Adit, AMM, ACM and Tara Gold.
Our mining business segment explores and develops mining properties which may be productive of gold, silver, copper, lead, zinc, iron, industrial metals, and other associated metals. The Company’s mining business segment is in the exploration stage.
Our packaging technology business segment owns the “SmartPacTM” technology. Purchased in May 2014, this technology can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. The technology is comprised of patents, trademarks and other intellectual property pertaining to systems and methods for packaging bulk quantities of fresh produce and flowers incorporating modified atmosphere packaging.
SmartPacTM was developed to solve the problems of decay, moisture loss, infestation and food-borne disease that plague the fresh produce industry. SmartPacTM has the potential to reduce logistical, spoilage and handling costs; significantly reduce food safety risks, increase the value and export potential of developing countries; enable consumers to enjoy better tasting fresh food and decrease the food industry’s carbon footprint.
Produce begins to decay, and loses moisture and weight, as soon as it is harvested. This deterioration makes protracted shipping and storage impossible. Traditional life extension strategies - harvesting before produce is ripe and airfreight - are problematic and costly. Existing modified atmosphere systems need an extra level of packaging - a bag within a box, wrapping a complete pallet load or even a whole shipping container. They are ineffective, vulnerable to thermal abuse and non-compliant with existing infrastructure.
SmartPacTM technology is the solution. Breathable polymers are incorporated into corrugated linerboard to make SmartPacTM containers into a proprietary, industry compliant, design. These containers are covered with a patented PET plastic lid and hermetically sealed. This creates a “passive” modified atmosphere, in which the carbon dioxide increases and oxygen decreases until an equilibrium modified atmosphere, with high humidity, is established. This inhibits spoilage and reduces microbial growth as it retards ripening and softening of tissue and maintains cellular structure.
SmartPacTM also incorporates an anti-microbial delivery system to reduce mold, infestation and food-borne disease factors, thereby providing an “active” modified atmosphere. Thermodynamic cooling design combats temperature abuse.
Our food manufacturing business segment consists of 2015 acquisition of Sicilian Sun Limited, LLC, and wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l., and two production facilities located in Alcamo and Catania on the island of Sicily. Through an agreement signed March 30, 2015, The Alcamo facility has been in operation for six years and consists of a state-of-the-art production factory encompassing 53,500 square feet. This BRC certified facility currently produces private label products for Carrefour – Italia as well as private and branded label products for Auchan, Conad and other major European retailers. The facility specializes in the manufacturing of three product categories: baked goods, frozen desserts, and semi-finished products made from natural ingredients. These products include assorted pastries, ricotta cannoli, as well as cakes, breads, rice balls, croissants, and a variety of other frozen and packaged items. Frozen desserts include gelato, tartufi, mousse, sorbets Italian ices and other frozen treats. Many of the products use proprietary formulas.
The new, state-of-the-art, Catania facility consists of 48,000 sq. ft., is BRC/IFS certified, and contains the latest in automated technology for the commercial production of artisanal gelato products.
In 2014, Sicilian Sun Foods used the services of food supplier La Petite Foods and global food broker Daymon Worldwide to secure orders to manufacture private label and branded products for major grocery chains in the United States.
Below is a chart which illustrates the Company’s mining properties as of April 14, 2015.
No properties were joint ventured as of April 14, 2015.
After acquiring a property and selecting a possible exploration area through its own efforts or with others, the Company will typically compile reports, past production records and geologic surveys concerning the area. The Company will then undertake a field exploration program to determine whether the area merits further work. Initial field exploration on a property normally consists of geologic mapping and geochemical and/or geophysical surveys, together with selected sampling to identify environments that may contain specific mineral occurrences. If an area shows promise, geologic drilling programs may be undertaken to further define the existence of any economic mineralization. If mineralization is identified, further work may be undertaken to estimate ore reserves, evaluate the feasibility for the development of the mining project, obtain permits for commercial development, and, if the project appears to be economically viable, proceed to place the mineral deposit into commercial production.
In connection with the acquisition of a property, the Company may conduct limited reviews of title and related matters and obtain representations regarding ownership. Although the Company plans to conduct reasonable investigations (in accordance with standard mining practice) of the validity of ownership, it may be unable to acquire good and marketable title to its properties.
The proposed exploration program for the Company’s properties will typically consist of rock-chip sampling, soil geochemistry, geological mapping, a geophysical survey, trenching, drilling, and resource calculation. The exploration program will take place in phases, with some phases occurring simultaneously. Rock-chip and soil geochemistry may be initiated first to test and define the mineralization. This may be followed up with a CSAMT (Controlled-Source Audio-Frequency Magneto Telluric) (or other appropriate geophysical methods) to test the extent and depth of sulfide mineralization which could host copper, lead or zinc. The CSAMT is an industry standard geophysical technique that has been used successfully to identify carbonate deposits in Mexico and other locations.
Upon completion of the exploration program, and if results are positive, a drilling program may begin. Split samples (i.e. samples cut in half) from logged cores will be sent for assay at the Company’s laboratory or at laboratories operated by third parties. Remaining cores will be saved for third party independent confirmation. Prospect samples will be assayed by the Company at its laboratory with occasional splits sent to third party labs for verification. Samples for mine production will be taken according to the standard methodology generally accepted for either drill cuttings or channel sampling. Samples for mine production will be assayed internally at the Company’s laboratory, with duplicate assaying of every twentieth sample. Splits of every twentieth sample will be sent to an outside laboratory for confirmation. After drilling results have been evaluated, a mineral resource calculation will be made.
The capital required for the exploration and development of mining properties is substantial. The Company plans to finance its future operations through joint venture arrangements with third parties (generally providing that the third party will obtain a specified percentage of the Company’s interest in a certain property in exchange for the expenditure of a specified amount), the sale of the Company’s properties, debt instruments which may or may not be convertible to the Company’s or its subsidiaries’ common stock, the sale of the Company’s and its subsidiaries’ common stock and any cash generated by the Company’s operations. If the capital required to develop its properties is not available, the Company may attempt to sell one or more of its properties.
The exploration and development of properties joint ventured with third parties may be managed by one of the joint venture participants which would be designated as the operator. The operator of a mining property generally provides all labor, equipment, supplies and management on a cost plus fee basis and generally must perform specific tasks over a specified time period. Separate fees may be charged to the joint venture by the operator and, once certain conditions are met, the joint venture participant is typically required to pay the costs in proportion to its interests in the property.
Mines have limited lives, an inherent risk in the mining business. Although the Company plans to acquire other mining properties, there is a limited supply of desirable mineral lands available in Mexico and the United States where the Company would consider conducting exploration and/or production activities. In addition, the Company faces strong competition for new properties from other mining companies, many of which have greater financial resources. Further, the Company may be unable to acquire attractive new mining properties on terms that are considered acceptable.
The Company’s operations have not been affected by the escalating conflicts in Mexico involving drug cartels.
As of April 14, 2015, the Company had interests in the mining properties listed below, which are located in Mexico. The Company’s interests in the properties are generally in the form of mining concessions or patented or unpatented mining claims granted by the respective governments. Although Mexican mining concessions are similar in some respects to unpatented mining claims in the U.S., there are differences. See “Mexican Mining Laws and Regulations” below for information regarding Mexican mining concessions.
Although the Company believes that each of its properties has deposits of silver, gold, copper, lead, zinc, or iron, the properties are in the exploration stage, do not have any proven reserves, and may never produce any of these metals in commercial quantities.
Firma Holdings’ mining properties are the Don Roman Groupings and the Picacho Groupings, described further below.
In Mexico, land size is denominated in hectares and weight is denominated in tonnes. One hectare is equal to approximately 2.47 acres and one tonne is equal to 2,200 pounds.
With the exception of the Don Roman Groupings, as of April 14, 2015, no plants or other facilities were located on any of the properties.
Firma Holdings will use its own employees, or contract with qualified personnel, to conduct and supervise all aspects of its exploration program.
Unless otherwise noted below, all of the properties below were purchased from non-related third parties.
Don Roman Groupings
The Don Roman Groupings, comprised of 10,680.1213 hectares, were acquired in October 2006, November 2008, and March and April 2011 for an effective purchase price of approximately $2,126,000, plus value-added tax of approximately $327,500. The Don Roman Groupings consist of the Pilar, Don Roman, Las Nuvias, Centenario, La Verde and La Palma prospects.
The Don Roman plant is 18 kilometers north from Choix, state of Sinaloa, Mexico. The plant is accessed by 18 kilometers of paved road. From the plant site, the closest concessions are the Don Roman Groupings which can be accessed with a regular pick-up truck through a Company maintained road. The Don Roman Groupings are in the heart of the La Reforma Mining District as well as the stated gold belt that stems from the state of Chihuahua.
The Don Roman Groupings are located in the northern part of the La Reforma mining district of northeastern Sinaloa State, Mexico. The predominant rocks in the area are Upper Jurassic-Lower Cretaceous carbonate (limestone) rocks and Tertiary granitic intrusives. The La Reforma mining district has been mined for more than 300 years, with substantial amounts of precious and base metals produced from numerous mines. In the opinion of the Company, the district has never been properly explored using present day, industry standard, exploration methods, including geochemistry, geophysics, and geology. The Company feels that this area may potentially host base metals that were never discovered or exploited due in part to market conditions, lack of technology, and lack of funding.
The Company’s justification for acquiring the Don Roman concessions based upon the types and occurrence of deposits that form around a typical “Porphyry Copper Deposit System.” The many large and small, high-grade poly-metallic veins in the district, which surround the known low-grade porphyry copper center, are typical of this type of system. These types of veins have been mined successfully in many other districts in the U.S. and Mexico. The percentage of poly-metallics, meaning zinc, lead, copper and iron, is buoyed by the presence of substantial silver and gold as subordinate metals in these veins. One of the veins obtained has been mined for 20 years. Several others have been mined off and on for many years. One of the veins, El Refugio, was first mined over 400 years ago and has seen mining as recently as 5 years ago.
Preliminary and continuing evaluation of the Don Roman Groupings have identified numerous mineralized systems at various locations on the property, some of which include a series of parallel northwest trending lead, zinc, silver structures that can be traced for more than 300 meters; an abandoned lead, zinc, silver mine; and historic vein-type gold mineralization. A number of these mineralized structures lie within a complex suite of volcanic-granitic and sedimentary (carbonate) rocks. Preliminary evaluation of the property has indicated the potential for five separate mineral systems each having varying mineral characteristics. Initial sampling has indicated the potential for two lead, zinc, silver systems; two gold copper systems; and one iron ore, gold, copper system.
The temporary permits previously held expired in the third quarter 2013. Without permits, the Company is allowed to perform the following:
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Road maintenance/refurbishment of existing roads only
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Living quarter construction/maintenance
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Old workings exploration/identification and sampling
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Plant maintenance and refurbishment
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Use of 900 kva electricity for plant testing during maintenance and refurbishment
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Fencing, limiting identifying surface areas and general protection for all working and old working areas (safety)
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Locating and drilling of a water well
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Two circuits capable of producing a minimum of 200 tonnes per day are operational, with a third circuit that can be completed when production makes it necessary. An additional regrind circuit can also be implemented at the appropriate time. The plant, when all circuits are operational, is capable of processing approximately 400 tonnes per day.
In 2010, the Company began production at the Don Roman plant and extracted lead, zinc, and silver material from its mine and stockpiled it for future processing at the plant. During production in 2010, 181 tons of concentrate were produced and sold. In the fourth quarter of 2010, the plant activity ceased.
As of December 31, 2014, $7,878,000 has been spent on the mapping, sampling, trenching, plant facilities, processing equipment, and related mining equipment on the Don Roman property.
Exploration of the veins in the concessions will be multi-phased. The first phase will consist of drilling approximately 10 diamond core holes in the El Rosario vein system to accurately determine the total length, width and depth of the veins. This phase will further define the mineralized structure, which will then allow the concentration plant to be restarted.
Additional exploration phases will be conducted after the start of mining and will be paid with revenue generated by concentrate produced from the Don Roman plant.
To maintain the Company’s rights to the Don Roman mining concessions, the Company must:
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make concession tax payment of approximately $48,200, payable in two installments due January and July of each year;
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file yearly Statistical and Technical reports no later than January 31st of each year; and
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file yearly Production/Works Reports no later than May 31st of each year
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Property owned by Adit Resources
Picacho Groupings
On April 4, 2012 the Company sold 99.99% owned subsidiary, ACM to Yamana Mexico Holdings B.V. (“Yamana”). ACM’s primary asset is the Picacho Groupings. The Picacho Groupings consist of the Picacho and Picacho Fractions prospects. The Property does not have any proven reserves.
As consideration for the sale of ACM, Yamana paid $7.5 million, minus approximately $780,000 (the amount required to pay the Mexican government to release its tax lien on the Property). In addition, Yamana surrendered 500,000 Adit’s common shares, and warrants to purchase an additional 250,000 Adit’s common shares, upon the execution of the sale agreement.
Yamana had the option to terminate the Agreement within ten business days prior to May 7, 2013 for any reason. If the Agreement was terminated, Yamana would be required to return ownership of ACM and the underlying property to the Company in good standing. If this occurred, the first cash payment made by Yamana would be retained by the Company.
On May 7, 2013, the Company received notice that Yamana was terminating the purchase agreement and the Company regained possession of the property.
As of December 31, 2014, the Company has spent $1,394,000 exploring this property. Historical exploration was also performed by other third parties prior to the Company’s acquisition of this property.
To maintain the Company’s rights to the Picacho mining concessions, the Company must:
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make concession tax payment of approximately $69,200, payable in two installments due January and July of each year;
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file yearly Statistical and Technical reports no later than January 31st of each year; and
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file yearly Production/Works Reports no later than May 31st of each year
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U.S. Mining Laws and Regulations
In the U.S., unpatented mining claims on unappropriated federal land may be acquired pursuant to procedures established by the Mining Law of 1872 and other federal and state laws. These acts generally provide that a citizen of the U.S. (including a corporation) may acquire a possessory right to develop and mine valuable mineral deposits discovered upon appropriate federal lands, provided that such lands have not been withdrawn from mineral location, e.g., national parks, military reservations and lands designated as part of the National Wilderness Preservation System. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to such non-record facts as the sufficiency of the discovery of minerals, proper posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. Prior to discovery of a locatable mineral thereon, a mining claim may be open to location by others unless the owner is in possession of the claim.
To maintain its unpatented mining claims in good standing, the claim owner must file with the Bureau of Land Management (“BLM”) an annual maintenance fee ($140 for each claim, which may change year to year), a maintenance fee waiver certification, or proof of labor or affidavit of assessment work, all in accordance with the laws at the time of filing which may periodically change.
Any domestic exploration programs conducted by Firma Holdings will be subject to federal, state and local environmental regulations. The U.S. Forest Service and the BLM extensively regulate mining operations conducted on public lands. Most operations involving the exploration for minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust, and other environmental protection controls adopted by federal, state, and local governmental authorities as well as the rights of adjoining property owners. Firma Holdings may be required to prepare and present to federal, state, or local authorities data pertaining to the effect or impact that any proposed exploration or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly and time-consuming, and may delay commencement or continuation of exploration or production operations.
Future legislation and regulations are expected to continue to emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection. Such legislation and regulations, as well as future interpretation of existing laws, may require substantial increases in capital and operating costs to the Company and may result in delays, interruptions, or a termination of operations, the extent of which cannot be predicted.
Mining operations in the U.S. are subject to inspection and regulation by the Mine Safety and Health Administration of the Department of Labor (MSHA) under provisions of the Federal Mine Safety and Health Act of 1977.
The Company’s operations will also be subject to regulations under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA or Superfund), which regulates and establishes liability for the release of hazardous substances, and the Endangered Species Act (ESA), which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. The Company may incur expenditures for land reclamation pursuant to federal and state land restoration laws and regulations. Under certain circumstances, the Company may be required to close an operation until a particular problem is remedied or to undertake other remedial actions.
Mexican Mining Laws and Regulations
In Mexico, Article 27 of the Mexican Constitution grants the ownership of essentially all minerals to the Mexican nation. The right to exploit those minerals is given to private parties through concessions issued by the Mexican government. The current Mining Law of Mexico was enacted in 1992. Concessions are granted on mining lots, the sides of which measure 100 meters, or a multiple of 100, except when adjoining lots (granted when there were no size requirements) require a smaller size.
An exploration concession is granted to the first applicant that meets the requirements of the Mining Law, the most important of which is that the claimed area is deemed to be “free land”. Under the Mining Law, areas that are already covered by mining concessions or applications for mining concessions, as well as reserved areas such as the coast and the seabed, are not free.
Exploration mining concession applications are filed at government offices. Exploration concessions are valid for fifty years and give their holders the right to carry out exploration work and, if warranted, put into production any ore discovered on the concession.
Mining concessions do not grant the holder the right to enter or use the surface land of the mining lots. It is therefore necessary to obtain the permission of the surface owner for that purpose. Typically, a verbal authorization with no consideration is granted for prospecting and sample gathering. A simple letter agreement or contract is normally used for drilling, trenching, or basic road building. For more advanced exploration activities, a small monetary consideration is normally required. In some cases the concessionaire is also required to make minor improvements which benefit the local community such as fixing a road or fence or building an earthen dam. Building and operating a mine requires a more formal agreement. If an agreement cannot be reached with the surface owner, the Mining Law gives the concessionaire the right to request a temporary occupation of the land or an expropriation (or an easement for the construction of roads, power lines, water pipes, etc.). Compensation is set through an appraisal made by the federal government.
A concessionaire’s most important obligation is the performance of assessment work on the mining lots. A minimum amount of assessment work measured in monetary terms must be performed each year, depending on the size of the mining lot and, for an exploration mining concession, the number of years elapsed since its issue, pursuant to minimum investment tables established by the Mexican government. Assessment work may be done either through expenditures or the sale of minerals. Lack of performance of the minimum work will result in the cancellation of the concession; payment to the government in lieu of required assessment of work is not allowed.
To maintain its mining concessions in good standing, the holder of a mining concession must also:
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Make semi-annual concession payments in January and July of each year;
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File annual Statistical and Technical reports no later than January 31st of each year which must include the following:
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Concession name title, surface area, and general identification of modifications to the concession. If purchased in the previous year, the contract information and from whom acquired, if the contract is still being paid, and general terms of contract and a disclosure if new minerals/metals have been found other than the ones in prior submissions.
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File annual Production/Works Reports no later than May 31st of each year which must include the following:
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Concession name, title surface area, identification of modifications to the concessions, abandonment, reduction whether in exploration or exploitation, tonnes produced, processed and what mineral/metal, whether it was smelted on location or where it was shipped to nationally for processing. Accounting information is used as support for the reports.
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The exploration concessions in Mexico are valid for the period of 50 years from the date of issue. After 50 years, applications can be filed to continue the concession right for another 50 years. The concession rights to the Company’s Mexican properties expire between February 2047 and November 2061.
Concessionaires must comply with federal environmental regulations which generally require that mining activities be subject to an environmental impact statement authorization. Normally an environmental impact statement authorization can be obtained in six to twelve months from the date of its filing. However, environmental impact statements for mining operations that do not exceed levels established by the Mexican government are not required.
The Mining Law forbids concessionaires from removing mine timbering and supports and requires compliance with all safety rules promulgated by the Mexican government.
Mexican and foreign individuals, as well as Mexican corporations, are allowed to hold mining concessions. Although foreign corporations may not hold mining concessions, foreign corporations may, however, own Mexican corporations.
General
Firma Holdings’ offices are located at 181 N. Arroyo Grande Blvd., Ste. 140B, Henderson, NV 89074. The office space is supplied free of charge by Lynda R. Keeton-Cardno, Chief Financial Officer and Accounting of Firma Holdings.
As of April 14, 2015 Firma Holdings had 6 employees; and American Metal Mining had 1 employee.
Firma Holdings’ website is www.taraminerals.com
Not applicable.
Not applicable.
See Item 1.
In August 2011, Firma Holdings entered into an agreement with Carnegie Mining and Exploration, Inc. which provided Carnegie with the option to earn up to a 50% interest in Firma Holdings’ Don Roman and iron ore projects.
In order to earn an interest in the Don Roman project, Carnegie was required to spend certain amounts on the Don Roman property such that the Don Roman plant reached minimum production levels. Carnegie could earn a 50% interest in Firma Holdings’ iron ore projects by spending $1,000,000 toward the projects by November 6, 2011.
Carnegie did not spend the required amounts on either project and Firma Holdings terminated the option.
On November 10, 2011, Firma Holdings filed a complaint in Clark County, Nevada against Carnegie seeking a declaration that Carnegie failed to properly exercise its option to acquire an interest in the iron ore properties. Carnegie was required to respond to the complaint on or before March 21, 2012.
On December 9, 2011, Carnegie and a purported affiliate, Carnegie Operations, LLC filed a complaint in Texas state court against former employees of Carnegie. Although Firma Holdings was not initially named as a defendant, the substance of the state court complaint made it clear that the core issues were substantially similar to those raised in the Nevada litigation. The individual defendants removed the case to federal court in Dallas, Texas on December 22, 2011. Carnegie responded with a First Amended Complaint on January 31, 2012, which formally named Firma Holdings as a defendant. In its amended complaint, Carnegie sought an injunction against Firma Holdings in connection with its option on the iron ore properties, as well as damages for alleged fraud, trade secret theft, civil conspiracy, and tortuous interference with Carnegie’s employment contracts with the individual defendants.
On February 14, 2012, Firma Holdings moved the Texas court for a transfer of venue to Nevada so that the cases could be consolidated. In July 2012, the Texas Court granted Firma Holdings motion and transferred the case to Nevada.
All litigation related to the Don Ramon option was settled on March 15, 2013, pursuant to a Settlement Agreement and Release executed by all interested parties. In exchange for Carnegie’s acknowledgement that it has no rights under the Option, American Metal Mining (“AMM”) assigned its Champinon mining rights purchase contract, including all related obligations and acquisition payments, to Plathio Trading Mexico, SA de CV, Carnegie’s Mexican subsidiary, and the Company agreed to issue to Carnegie 500,000 restricted shares of the Company’s common stock, which may not be sold until the earlier of: (i) the Company’s shares reaching a minimum trading price of $1.00 per share; or (ii) two years from the date of the Agreement. Under the transfer agreement for the Champinon property, AMM retains mining and beneficial rights to known silver, zinc, and led vein structure present on the Champinon concession. The Agreement confirms Carnegie’s acknowledgement of the Company’s 100% ownership of the Don Roman property.
On February 15, 2015, Ben Renda filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois requesting damages in the amount of approximately $209,000. In his complaint, Mr. Renda alleges that in 2012-2013 he was involved in negotiating a license pertaining to the SmartPac technology. Although the license was never finalized, Mr. Renda claims the work he performed aided the Company in acquiring the SmartPac technology, and therefore the Company somehow unjustly benefited from Renda’s work. Mr. Renda’s claim against the Company is subject to two pending motions to dismiss. Neither motion has been ruled on as of April 14, 2015.
Other than the foregoing, Firma Holdings is not involved in any legal proceedings and is not aware of any legal proceedings which are threatened or contemplated.
Not applicable.
Firma Holdings’ common stock is quoted on the OTC Bulletin Board under the symbol “FRMA”.
Shown below are the ranges of high and low closing prices for Firma Holdings’ common stock for the periods indicated as reported by FINRA and as reported on www.stockhouse.com. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
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Quarter Ended
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High
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Low
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|
|
31-Mar-13
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|
$ |
0.50 |
|
|
$ |
0.25 |
|
|
30-Jun-13
|
|
$ |
0.37 |
|
|
$ |
0.16 |
|
|
30-Sep-13
|
|
$ |
0.29 |
|
|
$ |
0.16 |
|
|
31-Dec-13
|
|
$ |
0.25 |
|
|
$ |
0.10 |
|
|
31-Mar-14
|
|
$ |
0.28 |
|
|
$ |
0.14 |
|
|
30-Jun-14
|
|
$ |
0.30 |
|
|
$ |
0.14 |
|
|
30-Sep-14
|
|
$ |
0.30 |
|
|
$ |
0.20 |
|
|
31-Dec-14
|
|
$ |
0.24 |
|
|
$ |
0.17 |
|
As of April 14, 2015 Firma Holdings had 100,845,696 outstanding shares of common stock and 251 shareholders of record.
We have not paid and do not expect to declare or pay any cash dividends on our common stock in the foreseeable future, and we currently intend to retain future earnings, if any, to finance the expansion of our business. The decision whether to pay cash dividends on our common stock will be made by our Board of Directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors deemed relevant by our Board of Directors.
Recent Sales of Unregistered Securities and Use of Proceeds
Firma Holdings relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sale of these securities.
Not applicable.
The Company was incorporated on May 12, 2006 as Tara Minerals Corp. On June 3, 2014 the Company amended its Articles of Incorporation changing its name from Tara Minerals Corp. to Firma Holdings Corp.
Beginning in the second quarter of 2014 the Company had two operational business segments: mining and packaging technology. As of December 31, 2014 the packaging technology segment was in the planning stage with minimal activity, while the mining segment accounts for the majority of the Company’s results of operations in the accompanying financial statements and in the discussion below.
RESULTS OF OPERATIONS
Material changes of certain items in Firma Holdings’ Statement of Operations for the year ended December 31, 2014, as compared to the year ended December 31, 2013, are discussed below.
|
|
|
|
|
|
|
|
|
(In thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
105 |
|
|
$ |
- |
|
|
Cost of revenue
|
|
|
|
|
|
|
- |
|
|
Exploration expenses
|
|
|
536 |
|
|
|
1,734 |
|
|
Operating, general and administrative expenses
|
|
|
2,910 |
|
|
|
2,690 |
|
|
Net operating loss
|
|
$ |
(3,340 |
) |
|
$ |
(4,424 |
) |
For the year ended December 31, 2014, ore from the exploration process at the Dixie Mining District was sold; compared to the year ended December 31, 2013, when the Company had no revenues from mining activity at any of its properties.
For the year ended December 31, 2014, the Company kept all mining concessions in dormant or inactive status while working toward further funding options resulting in exploration expenses for routine maintenance and employee costs; compared to the year ended December 31, 2013, when the Company focused primarily exploring the Dixie Mining District in Idaho. In 2013 exploration expenses included expenses for preproduction activities, geology consulting, assaying, field supplies and other mine expenses.
Material changes of certain items, or significant expenses, in Firma Holdings’ operating, general and administrative expenses for the year ended December 31, 2014, as compared to the year ended December 31, 2013, are discussed below.
|
|
|
|
|
|
|
|
|
(In thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
Bad debt expense
|
|
$ |
129 |
|
|
$ |
178 |
|
|
Investment banking and investor relations expense
|
|
|
100 |
|
|
|
366 |
|
|
Compensation, officer employment contracts and bonuses
|
|
|
1,227 |
|
|
|
667 |
|
|
Professional fees
|
|
|
641 |
|
|
|
619 |
|
|
Travel expense
|
|
|
48 |
|
|
|
98 |
|
Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16%. Under certain circumstances, these taxes are recoverable by filing a tax return and as determined by the Mexican taxing authority. Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. Bad debt expense decreased for the year ended December 31, 2014, compared to the year ended December 31, 2013 due to a lower volume of transactions that generate IVA receivables. In addition, allowance for doubtful accounts related to IVA decreased as a result of recoveries of IVA in the amount of $73,216 in 2014 through March 31, 2015.
Investment banking and investor relations expense for the year ended December 31, 2014, compared to the year ended December 31, 2013, significantly decreased due to the addition of our new agricultural business segment taking the time of our executives.
Compensation, officer employment contracts and bonuses increased due to stock based compensation expense of $405,931 for the year ended December 31, 2014 compared to $59,645 for the year ended December 31, 2013. Prior to 2014, total base salary for the Company’s officers was split per contract 2/3 Firma Holdings and 1/3 Tara Gold Resources, the former parent of Firma Holdings. This split between the two companies ceased when the officers resigned from Tara Gold Resources in February 2015 and the Board of Directors of the Company approved the assumption of all related accrued salary. The overall cash dollar compensation for the officers of the Company did not change between the two years, except for stock based compensation.
Professional fees for the year ended December 31, 2014, increased primarily due additional legal fees offset by lower accounting and security fees at the Mexico office. Legal services in 2014 relate to the intellectual property after acquisition; compared to the year ended December 31, 2013, which consisted of legal services related to the acquisition of additional acres added to the Dixie Mining District and the settlement agreement reached with Carnegie related to the Champinon mining concession. Though the dollar figures are relatively consistent year over year, the components of the legal fees within professional fees is materially different as the Company added a new business segment in 2014.
Travel expense for the year ended December 31, 2014, decreased due to limited travel to the Dixie Mining District compared to the year ended December 31, 2013, where there was extension travel to the Dixie Mining District.
Material changes of certain items in Firma Holdings’ other income/expenses for the year ended December 31, 2014, as compared to the year ended December 31, 2013, are discussed below.
|
|
|
|
|
|
|
|
|
(In thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
650 |
|
|
$ |
51 |
|
|
Impairment of long lived assets
|
|
|
(11,313 |
) |
|
|
(28 |
) |
|
Loss on deconsolidation
|
|
|
(5,351 |
) |
|
|
- |
|
As of December 31, 2014, the Company was deconsolidated from Tara Gold who also divested its interested in its Mexican subsidiary Corporacion Amermin S.A. de C.V. (“Amermin”). Due to the change in organizational relationship the Company recognized items at December 31, 2014 which had previously been eliminated under the concepts of consolidation under generally accepted accounting principles. Transactions relating to this deconsolidation are not usual and not anticipated to reoccur. Additionally, the intercompany loan balances between Tara Gold and Amermin were converted to a note for $10,315,020 with an interest rate of 3.22%.
Interest income for the year ended December 31, 2014, increased due to the Company extending a note receivable for $530,500 and Tara Gold recognizing interest income on the note with Amermin referred to above. Interest income relating to related party notes receivable at AMM encompasses the entire year ended December 31, 2013 balance and is flat in comparison between the years ended December 31, 2014 and 2013.
Subsequent to year end but contemporaneous with preparing this annual report, the Company determined that the note receivable between Tara Gold and Amermin was likely not fully collectible as the Company no longer has any influence or insight over the operations of Amermin. As such the note was impaired as of December 31, 2014. Impairment of assets other than this note for the year ended December 31, 2014 relate to either adjusting the fair value of the Dixie Mining District to the amount the Company sold it for in February 2015 or the impairment of the Pirita mining concession in Mexico. The impairment of other mining concession in Mexico was $28,001 for the year ended December 31, 2013.
Lastly, upon Tara Gold ceasing to be the parent of the Company, a total loss on deconsolidation consisting of the write off approximately $415,000 in an intercompany payable to the Company and the fair value of its investment in the Company’s stock of approximately $4,935,000 was recognized.
LIQUIDITY AND CAPITAL RESOURCES
The following is an explanation of Firma Holdings’ material sources and (uses) of cash (in thousands of U.S. dollars) during the years ended December 31, 2014 and 2013:
| |
|
December 31,
2014
|
|
|
December 31,
2013
|
|
|
(In thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
$ |
(2,488 |
) |
|
|
(3,126 |
) |
|
Acquisition of property, plant, equipment, mine development, and land
|
|
|
- |
|
|
|
(217 |
) |
|
Purchase of mining concession including mining deposits
|
|
|
- |
|
|
|
(650 |
) |
|
Acquisition of intellectual property
|
|
|
(559 |
) |
|
|
- |
|
|
Proceeds from the sale of assets
|
|
|
28 |
|
|
|
- |
|
|
Cash from the sale of common stock and stock payable
|
|
|
3,739 |
|
|
|
2,274 |
|
|
Proceeds from notes payable
|
|
|
110 |
|
|
|
150 |
|
|
Payments towards notes payable
|
|
|
(718 |
) |
|
|
(26 |
) |
|
Change in due to/from related parties, net
|
|
|
229 |
|
|
|
746 |
|
|
Cash, beginning of period
|
|
|
77 |
|
|
|
907 |
|
Firma Holdings anticipates that its capital requirements during the year ending December 31, 2015 will be:
|
Exploration and Development – Don Roman Groupings
|
|
$ |
200,000 |
|
|
Exploration and Development – Picacho Groupings
|
|
|
160,000 |
|
|
Property taxes
|
|
|
125,000 |
|
|
Packaging technology business segment
|
|
|
1,950,000 |
|
|
Food manufacturing
|
|
|
3,000,000 |
|
|
General and administrative expenses
|
|
|
1,000,000 |
|
|
Total
|
|
$ |
6,435,000 |
|
The capital requirements shown above include capital required by Firma Holdings and subsidiaries.
In 2014 and early 2015 the Company negotiated and subsequently closed on the acquisition of two significant business opportunities in two distinctly different segments. The Company will now operate with three subsidiary companies in three segments. Gracepoint Mining, LLC will hold the Company’s mining assets; SmartPac Global, LLC will hold the SmartPacTM technology; Sicilian Sun Limited, LLC will hold the food manufacturing and sales business.
Each acquisition was made with a strategic focus on a combination of instant revenue, scalable revenue, and exponential valuation growth potential. The result is that the Company now has three distinct divisions: mining, packaging technology, and food manufacturing.
As the mining division of the Company continues to explore options to advance all projects, the Company took advantage of an opportunity to sell the Dixie Mining district in February 2015 for $450,000 cash and the assumption of certain payables related to doing business in the state of Idaho. Additionally, we continue to actively look for strategic partners to restart the operations at the Company’s Don Roman processing plant in Mexico and/or further develop the property.
The second division, SmartPac Global, is a packaging technology that can be used for the preservation and protection of fresh fruit, vegetables, and flowers during extended periods of shipping and storage. The packaging technology, currently named SmartPacTM, is comprised of patents, trademarks and other intellectual property pertaining to systems and methods for packaging bulk quantities of fresh produce and flowers incorporating modified atmosphere packaging.
SmartPac Global has engaged the services of a global distribution and logistics expert to introduce and enlist end users to its patented SmartPacTM Systems solution. These included introductions to major destination importers, retailers and food service distributors, in both Europe and Asia; communicating the significant value propositions offered by the SmartPacTM packaging system. As a result of these meetings, Firma was engaged to demonstrate the performance by shipping asparagus, avocados, limes, and honeydew melons, in SmartPacTM’s, to Japan and Europe. The demonstrations resulted is reducing transportation costs, spoilage, and handling costs while enabling consumers to enjoy better tasting fresh food.
Clients that have been engaged predominately import high value fresh fruit and vegetables from long distances, including the U.S., Mexico, Peru, and Chile. As an example, avocado fruit was shipped to Japan and the condition of the fruit was evaluated upon arrival by both the importer and Firma. The avocado fruit using SmartPacTM technology was found to have arrived in superior condition, and with increased yields when compared to cartons not packed using SmartPacTM technology. This has resulted in requests for additional shipments and preparations being made for meeting scaled demand. The Company now has the opportunity to begin SmartPacTM sales and continue to build out sales channels.
With these demonstrations, Firma has confirmed that the market demands an effective "per carton" solution that enables the retailer to capture and eliminate the costs associated with transportation and spoilage generated in their fruit and vegetable supply chains. As a result, in addition to seeking to fulfill current market requests and developing custom packaging, the Company is currently expanding its global dynamic demonstrations.
The third division was established with the 2015 acquisition of Sicilian Sun Limited, LLC., and its wholly owned subsidiary, Sicilian Sun Foods, s.r.l. The acquisition includes two production facilities located in Sicily, Italy, that encompass almost 100,000 square feet of factory space.
In 2014, Sicilian Sun Foods partnered with California based food supplier La Petite Foods and US based global food broker Daymon Worldwide. La Petite Food’s retail partnerships have included Trader Joes, Whole Foods, Walmart, Costco, Sam’s Club, UNFI Distributing and many other specialty markets. Daymon Worldwide operates on six continents, providing end-to-end retail services focused on Private Brand Development, Strategy & Branding, Sourcing & Logistics, and Retail Services & Consumer Experience Marketing. Sicilian Sun Foods utilized the services of La Petite Foods and Daymon Worldwide in contracting with major grocery chains consisting of thousands of retailers throughout the United States to manufacture private label and branded products. The initial stocking order, related to various frozen deserts, is scheduled to begin in June, 2015, with sales estimates of $3.5 million per quarter by the 4th quarter of 2015.
Firma Holdings will need to obtain additional capital if it is unable to generate sufficient cash from its operations or find joint venture partners to fund all or part of its exploration and development costs.
Firma Holdings does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on its sales, revenues or income from continuing operations, or liquidity and capital.
Firma Holdings’ future plans will be dependent upon the amount of capital available to Firma Holdings, the amount of cash provided by its operations, and the extent to which Firma Holdings is able to have joint venture partners pay the costs of exploring and developing its mining properties.
Firma Holdings does not have any commitments or arrangements from any person to provide Firma Holdings with any additional capital except as disclosed in the subsequent event footnote in the financial statement included in Item 8. If additional financing is not available when needed, Firma Holdings may continue to operate in its present mode. Firma Holdings does not have any plans, arrangements or agreements to sell its assets or to merge with another entity.
Off-Balance Sheet Arrangements
At December 31, 2014, Firma Holdings had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts
Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16%. Under certain circumstances, these taxes are recoverable by filing a tax return and as allowed by the Mexican taxing authority.
Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. Our allowance in association with our receivable from IVA from our Mexico subsidiaries is based on our determination that the Mexican government may not allow the complete refund of these taxes.
Property, Plant, Equipment, Mine Development and Land
Mining concessions and acquisitions, exploration and development costs relating to mineral properties with proven reserves are deferred until the properties are brought into production, at which time they will be amortized on the unit of production method based on estimated recoverable reserves. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts at which mineral properties and the related deferred costs are recorded do not necessarily reflect present or future values.
The recoverability of the book value of each property is assessed at least annually for indicators of impairment such as adverse changes to any of the following:
• estimated recoverable ounces of copper, lead, zinc, gold, silver or other precious minerals
• estimated future commodity prices
• estimated expected future operating costs, capital expenditures and reclamation expenditures
A write-down to fair value is recorded when the expected future cash flow is less than the net book value of the property or when events or changes in the property indicate that carrying amounts are not recoverable. This analysis is completed as needed, and at least annually. As of the date of this filing no events have occurred that would require the write-down of any assets the Company intends to hold. In addition, the carrying amounts of the Company’s mining properties are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset’s recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 and 2013, respectively, no indications of impairment existed for any assets the Company intends to hold.
Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. Other non-mining assets are recorded at cost and depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years.
Intellectual Property
The Company capitalized the intellectual property underlying the SmartPacTM product. The intellectual property has an indefinite life and therefore under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-30-35 “General Intangibles Other than Goodwill, Subsequent Measurement” will not be amortized. The carrying amount of the Company’s intellectual property is reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset’s recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 no indications of impairment existed for the intellectual property.
Financial and Derivative Instruments
The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment. In the event that the debt or equity treatment is not readily apparent, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99 is consulted for temporary treatment. Once an event takes place that removes the temporary element the Company appropriately reclassifies the instrument to debt or equity.
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt, equity, and common stock equivalents in excess of available authorized common shares, and contracts with variable share settlements. In the event of derivative treatment, we mark the instrument to market.
Exploration Expenses and Technical Data
Exploration costs not directly associated with proven reserves on our mining concessions are charged to operations as incurred.
Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for our mining concessions. When purchased for concessions without proven reserves, the cost is considered research and development pertaining to a developing mine and is expensed when incurred.
Reclamation and Remediation Costs (asset retirement obligations)
Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs.
Future remediation costs for processing plant and buildings are accrued based on management’s best estimate, at the end of each period, of the undiscounted costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing remediation, maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised.
Stock Based Compensation
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee’s Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.
Shares issued to employees are expensed upon issuance.
Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC. We use the fair value method for equity instruments granted to employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
Income Taxes
Income taxes are provided for using the asset and liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized by management. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realization of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, management continually assesses the carrying value of our net deferred tax assets.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR
THE YEARS ENDED DECEMBER 31, 2014 AND 2013
TABLE OF CONTENTS
| |
Page
|
| |
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25
|
| |
|
|
FINANCIAL STATEMENTS:
|
|
| |
|
|
|
27
|
| |
|
|
|
28
|
| |
|
|
|
29
|
| |
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31
|
| |
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33
|
To the Board of Directors and Stockholders
of the Firma Holdings Corp.
Henderson, Nevada
We have audited the accompanying consolidated balance sheets Firma Holdings Corp. (the "Company") as of December 31, 2014 and the related statements of operations and comprehensive loss, statements of cash flows, and statements of shareholders’ equity for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the related statements of operations and comprehensive loss, statements of cash flows, and statements of shareholders’ equity for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
|
/s/ The Pun Group
|
|
The Pun Group
|
Santa Ana, California
April 14, 2015
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Firma Holdings Corp.,
We have audited the accompanying consolidated balance sheets of Firma Holdings Corp. as of December 31, 2013, and the related statements of operations and comprehensive loss, statements of cash flows, and statements of shareholders’ equity for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Firma Holdings Corp. as of December 31, 2013, and the related statements of operations and comprehensive loss, statements of cash flows, and statements of shareholders’ equity for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
|
/s/ StarkSchenkein, LLP
|
|
StarkSchenkein, LLP
|
Denver, Colorado
April 14, 2014
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
| |
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
738,610
|
|
|
$
|
76,758
|
|
|
Other receivables, net
|
|
|
20,446
|
|
|
|
73,106
|
|
|
Note receivable
|
|
|
594,485
|
|
|
|
-
|
|
|
Prepaid assets
|
|
|
134,666
|
|
|
|
114,425
|
|
|
Assets held for sale or disposal, net
|
|
|
450,000
|
|
|
|
679,262
|
|
|
Due from related parties
|
|
|
104,868
|
|
|
|
-
|
|
|
Other current assets
|
|
|
108,036
|
|
|
|
21,684
|
|
|
Total current assets
|
|
|
2,151,111
|
|
|
|
965,235
|
|
| |
|
|
|
|
|
|
|
|
|
Property, plant, equipment, mine development, and land, net
|
|
|
6,107,441
|
|
|
|
6,694,419
|
|
|
Intellectual property
|
|
|
2,745,229
|
|
|
|
-
|
|
|
Total assets
|
|
$
|
11,003,781
|
|
|
$
|
7,659,654
|
|
| |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
1,680,408
|
|
|
$
|
1,410,281
|
|
|
Notes payable, current portion
|
|
|
2,123,100
|
|
|
|
38,614
|
|
|
Convertible notes payable, net
|
|
|
260,000
|
|
|
|
75,652
|
|
|
Due to related parties, net
|
|
|
-
|
|
|
|
1,517,615
|
|
|
Total current liabilities
|
|
|
4,063,508
|
|
|
|
3,042,162
|
|
|
Notes payable, non-current portion
|
|
|
1,910,495
|
|
|
|
28,005
|
|
|
Total liabilities
|
|
|
5,974,003
|
|
|
|
3,070,167
|
|
| |
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and
outstanding 94,032,340 and 81,082,278 shares
|
|
|
94,032
|
|
|
|
81,082
|
|
|
Additional paid-in capital
|
|
|
40,984,888
|
|
|
|
37,191,859
|
|
|
Common stock payable
|
|
|
667,671
|
|
|
|
47,466
|
|
|
Accumulated deficit
|
|
|
(45,760,739
|
)
|
|
|
(35,757,123
|
)
|
|
Accumulated other comprehensive income (loss)
|
|
|
153,923
|
|
|
|
(167,584
|
)
|
|
Total Firma Holdings stockholders’ (deficit) equity
|
|
|
(3,860,225
|
)
|
|
|
1,395,700
|
|
|
Non-controlling interest
|
|
|
8,890,003
|
|
|
|
3,193,787
|
|
|
Total stockholders’ equity
|
|
|
5,029,778
|
|
|
|
4,589,487
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
11,003,781
|
|
|
$
|
7,659,654
|
|
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
AND COMPREHENSIVE LOSS
| |
|
For the Years Ended
|
|
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
Mining revenues
|
|
$
|
105,316
|
|
|
$
|
-
|
|
|
Cost of revenue
|
|
|
-
|
|
|
|
-
|
|
|
Gross margin
|
|
|
105,316
|
|
|
|
-
|
|
|
Exploration expenses
|
|
|
535,559
|
|
|
|
1,734,394
|
|
|
Operating, general and administrative expenses
|
|
|
2,910,137
|
|
|
|
2,689,898
|
|
|
Net operating loss
|
|
|
(3,340,380
|
)
|
|
|
(4,424,292
|
)
|
|
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
649,519
|
|
|
|
51,432
|
|
|
Interest expense
|
|
|
(219,417
|
)
|
|
|
(254,004
|
)
|
|
Gain (loss) on debt due to extinguishment and conversion
|
|
|
5,000
|
|
|
|
(7,000
|
)
|
|
Loss on disposal or sale of assets
|
|
|
(39,407
|
)
|
|
|
(1,458
|
)
|
|
Loss on deconsolidation
|
|
|
(5,350,610
|
)
|
|
|
-
|
|
|
Settlement loss, net
|
|
|
(5,148
|
)
|
|
|
(1,064,996
|
)
|
|
Gain on bargain acquisition of ACM
|
|
|
-
|
|
|
|
3,489,971
|
|
|
Impairment of long lived assets
|
|
|
(11,313,201
|
)
|
|
|
(28,001
|
)
|
|
Other income
|
|
|
31,715
|
|
|
|
152
|
|
|
Total non-operating (loss) income
|
|
|
(16,241,549
|
)
|
|
|
2,186,096
|
|
|
Loss before income taxes
|
|
|
(19,581,929
|
)
|
|
|
(2,238,196
|
)
|
|
Income tax (provision)
|
|
|
-
|
|
|
|
(6,284,000
|
)
|
|
Loss before discontinued operations
|
|
|
(19,581,929
|
)
|
|
|
(8,522,196
|
)
|
|
Gain from discontinued operations of Corporacion Amermin
S.A. de C.V. (including loss on disposal of $4,385), net of tax
|
|
|
9,568,433
|
|
|
|
-
|
|
|
Net loss
|
|
|
(10,013,496
|
)
|
|
|
(8,522,196
|
)
|
|
Net (income) loss attributable to non-controlling interest
|
|
|
9,880
|
|
|
|
47,753
|
|
|
Net loss attributable to Firma Holdings’ shareholders
|
|
|
(10,003,616
|
)
|
|
|
(8,474,443
|
)
|
|
Other comprehensive gain (loss):
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain
|
|
|
141,332
|
|
|
|
19,562
|
|
|
Unrealized gain on fair value of stock
|
|
|
180,175
|
|
|
|
-
|
|
|
Total comprehensive loss
|
|
$
|
(9,682,109
|
)
|
|
$
|
(8,454,881
|
)
|
| |
|
|
|
|
|
|
|
|
|
Net loss per share, basic and dilutive before discontinued
operations
|
|
$
|
(0.23
|
)
|
|
$
|
(0.11
|
)
|
| |
|
|
|
|
|
|
|
|
|
Discontinued operations per share, basic and dilutive
|
|
$
|
(0.11
|
)
|
|
$
|
(0.00
|
)
|
| |
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted
|
|
$
|
(0.12
|
)
|
|
$
|
(0.11
|
)
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of shares, basic and diluted
|
|
|
86,460,993
|
|
|
|
74,632,059
|
|
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
| |
|
Common Stock
|
|
|
Additional
|
|
|
Common Stock
|
|
|
Accumulated
|
|
|
Accumulated Other
|
|
|
|
|
| |
|
Shares
|
|
|
Amount
|
|
|
Paid-In
Capital
|
|
|
Payable
(Receivable)
|
|
|
Deficit During
Exploration Stage
|
|
|
Comprehensive
Income
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
|
68,752,278 |
|
|
$ |
68,752 |
|
|
$ |
33,577,244 |
|
|
$ |
50,400 |
|
|
$ |
(27,282,680 |
) |
|
$ |
(187,146 |
) |
|
$ |
6,226,570 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold for cash, and options
and warrants exercises
|
|
|
9,400,000 |
|
|
|
9,400 |
|
|
|
2,264,600 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,274,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
830,000 |
|
|
|
830 |
|
|
|
222,470 |
|
|
|
(50,400 |
) |
|
|
- |
|
|
|
- |
|
|
|
172,900 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock payable for services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
47,466 |
|
|
|
- |
|
|
|
- |
|
|
|
47,466 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option valuation for services
|
|
|
- |
|
|
|
- |
|
|
|
59,645 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
59,645 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of financial instrument
|
|
|
1,600,000 |
|
|
|
1,600 |
|
|
|
798,400 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
800,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature on
convertible note payable
|
|
|
- |
|
|
|
- |
|
|
|
120,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
120,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement expense
|
|
|
500,000 |
|
|
|
500 |
|
|
|
149,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
150,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
19,562 |
|
|
|
19,562 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,474,443 |
) |
|
|
- |
|
|
|
(8,474,443 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
|
81,082,278 |
|
|
$ |
81,082 |
|
|
$ |
37,191,859 |
|
|
$ |
47,466 |
|
|
$ |
(35,757,123 |
) |
|
$ |
(167,584 |
) |
|
$ |
1,395,700 |
|
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(CONTINUED)
| |
|
Common Stock
|
|
|
Additional
|
|
|
Common Stock
|
|
|
Accumulated
|
|
|
Accumulated Other
|
|
|
|
|
| |
|
Shares
|
|
|
Amount
|
|
|
Paid-In
Capital
|
|
|
Payable
(Receivable)
|
|
|
Deficit During
Exploration Stage
|
|
|
Comprehensive
Income
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
|
81,082,278 |
|
|
$ |
81,082 |
|
|
$ |
37,191,859 |
|
|
$ |
47,466 |
|
|
$ |
(35,757,123 |
) |
|
$ |
(167,584 |
) |
|
$ |
1,395,700 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold for cash, and options
and warrants exercises
|
|
|
12,737,015 |
|
|
|
12,737 |
|
|
|
3,058,366 |
|
|
|
667,671 |
|
|
|
- |
|
|
|
- |
|
|
|
3,738,774 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
213,047 |
|
|
|
213 |
|
|
|
47,253 |
|
|
|
(47,466 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option valuation for services
|
|
|
- |
|
|
|
- |
|
|
|
405,931 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
405,931 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options provide in purchase of intellectual
property
|
|
|
- |
|
|
|
- |
|
|
|
186,629 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
186,629 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature on
convertible note payable
|
|
|
- |
|
|
|
- |
|
|
|
94,850 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
94,850 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on fair value of stock
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
180,175 |
|
|
|
180,175 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
141,332 |
|
|
|
141,332 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(10,003,616 |
) |
|
|
- |
|
|
|
(10,003,616 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
|
|
94,032,340 |
|
|
$ |
94,032 |
|
|
$ |
40,984,888 |
|
|
$ |
667,671 |
|
|
$ |
(45,760,739
|
) |
|
$ |
153,923 |
|
|
$ |
(3,860,225 |
) |
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
| |
|
For the Years Ended
|
|
| |
|
December 31,
2014
|
|
|
December 31,
2013
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net loss attributable to Firma Holdings’ shareholders
|
|
$ |
(10,003,616 |
) |
|
$ |
(8,474,443 |
) |
|
Adjustments to reconcile net loss to net cash:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
288,129 |
|
|
|
310,350 |
|
|
Bad debt (recovery) / allowance for doubtful accounts
|
|
|
(82,871 |
) |
|
|
45,283 |
|
|
Stock based compensation and stock bonuses
|
|
|
405,931 |
|
|
|
59,645 |
|
|
Common stock issued for services and other expenses
|
|
|
- |
|
|
|
220,366 |
|
|
Settlement loss, net
|
|
|
5,148 |
|
|
|
1,064,996 |
|
|
Non-controlling interest in net loss of consolidated subsidiaries
|
|
|
(9,880 |
) |
|
|
(47,753 |
) |
|
Accretion of beneficial conversion feature and debt discount
|
|
|
169,198 |
|
|
|
245,652 |
|
|
(Gain) loss on debt due to extinguishment and conversion
|
|
|
(5,000 |
) |
|
|
7,000 |
|
|
Income tax provision (benefit)
|
|
|
- |
|
|
|
6,284,000 |
|
|
Gain on bargain purchase of ACM
|
|
|
- |
|
|
|
(3,489,971 |
) |
|
Impairment of long lived assets
|
|
|
11,313,201 |
|
|
|
28,001 |
|
|
Loss on deconsolidation
|
|
|
5,350,610
|
|
|
|
- |
|
|
Discontinued operations
|
|
|
(9,568,433 |
) |
|
|
- |
|
|
Other
|
|
|
39,407 |
|
|
|
- |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Other receivables, net
|
|
|
193,732 |
|
|
|
(85,509 |
) |
|
Prepaid expenses
|
|
|
(27,683 |
) |
|
|
(60,405 |
) |
|
Note receivable, current
|
|
|
(594,485 |
) |
|
|
- |
|
|
Other assets
|
|
|
(86,352 |
) |
|
|
2,897 |
|
|
Accounts payable and accrued expenses
|
|
|
765,390
|
|
|
|
763,468 |
|
|
Net cash used in operating activities
|
|
|
(1,847,574
|
) |
|
|
(3,126,423 |
) |
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant, equipment, land and construction in progress
|
|
|
- |
|
|
|
(217,066 |
) |
|
Acquisition of intellectual property
|
|
|
(558,601 |
) |
|
|
- |
|
|
Proceeds from the sale of assets
|
|
|
27,987 |
|
|
|
- |
|
|
Purchase of mining concession including mining deposits
|
|
|
- |
|
|
|
(650,000 |
) |
|
Net cash (used in) investing activities
|
|
|
(530,614 |
) |
|
|
(867,066 |
) |
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Cash from the sale of common stock
|
|
|
3,738,774 |
|
|
|
2,274,000 |
|
|
Proceeds from notes payable
|
|
|
110,000 |
|
|
|
150,000 |
|
|
Payments towards notes payable
|
|
|
(718,233 |
) |
|
|
(26,211 |
) |
|
Change in due to/from related parties, net
|
|
|
(412,008
|
) |
|
|
746,233 |
|
|
Net cash provided by financing activities
|
|
|
2,718,533
|
|
|
|
3,144,022 |
|
| |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
321,507 |
|
|
|
19,562 |
|
| |
|
|
|
|
|
|
|
|
|
Net increase (decrease)
|
|
|
661,852 |
|
|
|
(829,905 |
) |
|
Cash, beginning of period
|
|
|
76,758 |
|
|
|
906,663 |
|
|
Cash, end of period
|
|
$ |
738,610 |
|
|
$ |
76,758 |
|
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
| |
|
December 31,
2014
|
|
|
December 31,
2013
|
|
| |
|
|
|
|
|
|
|
Supplemental Information:
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
2,367 |
|
|
$ |
6,379 |
|
|
Income taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Transactions:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Beneficial conversion value for convertible debt and financial instruments
|
|
$ |
94,850 |
|
|
$ |
120,000 |
|
|
Conversion of debt to common stock, plus accrued interest
|
|
$ |
- |
|
|
$ |
800,000 |
|
|
Purchase of property and equipment through debt and common stock
|
|
$ |
- |
|
|
$ |
29,038 |
|
|
Reclassification of due to related party to notes payable
|
|
$ |
1,517,615 |
|
|
$ |
- |
|
|
Issuance of common stock payable for services
|
|
$ |
47,466 |
|
|
$ |
50,400 |
|
|
Reclassification of assets held for disposal, net
|
|
$ |
(624,000 |
) |
|
$ |
- |
|
|
Receivable reclassified to mining deposit
|
|
$ |
- |
|
|
$ |
- |
|
|
Construction in progress or mining deposit reclassified to property, plant and
equipment
|
|
$ |
- |
|
|
$ |
112,582 |
|
|
Issuance of common stock for legal settlement
|
|
$ |
- |
|
|
$ |
150,000 |
|
|
Acquisition of intellectual property through options and note payable
|
|
$ |
2,186,629 |
|
|
$ |
- |
|
|
Conversion of accrued expense to a note payable
|
|
$ |
274,500 |
|
|
$ |
(12,500 |
) |
|
Other
|
|
$ |
10,000 |
|
|
$ |
- |
|
See accompanying notes to these consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
|
Note 1.
|
Basis of Presentation and Organization and Significant Accounting Policies
|
Basis of Presentation and Organization
Firma Holdings Corp. (“Firma Holdings” or the “Company”), formerly known as Tara Minerals Corp. and formerly a subsidiary of Tara Gold Resources Corp. (“Tara Gold”), consists of two business segments: mining and packaging technology.
Our mining business segment explores and develops mining properties which may be productive of gold, silver, copper, lead, zinc, iron, industrial metals, and other associated metals. Firma Holdings was incorporated in Nevada on May 12, 2006 and is in the exploration stage.
Tara Gold, which historically engaged in the exploration and development of mining properties in Mexico, divested its ownership in Firma Holdings in February 2015 by distributing out its ownership in Firma Holdings to its shareholders.
In 2006 Tara Gold, formed Firma Holdings when it determined that some investors, prefer lead, zinc and silver projects, rather than gold and silver projects, and that capital may be easier to obtain by separating gold properties from industrial metal properties. Although this was Tara Gold’s intention when it formed Firma Holdings, Firma Holdings nevertheless has interests in properties which may be productive of gold or silver. Firma Holdings formed Adit Resources Corp. (“Adit”) in 2009 to hold the Picacho Groupings and to finance the exploration and development of the Picacho Groupings solely from the sale of Adit’s securities. Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. (“ACM”) (See Note 15). Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (“AMM”), a Mexican corporation and 87% of the common stock of Adit. Firma Holdings’ operations in Mexico are conducted through AMM and ACM, since Mexican law provides that only Mexican corporations are allowed to own mining properties.
Our packaging technology business segment owns the “SmartPacTM” technology. Purchased in May 2014, this technology can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. The technology is comprised of patents, trademarks and other intellectual property pertaining to systems and methods for packaging bulk quantities of fresh produce and flowers incorporating modified atmosphere packaging.
The consolidated financial statements include the accounts of the Company and its subsidiaries. Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary are included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain treasury activities, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. At December 31, 2013 the Company had no joint ventures or VIEs.
Unless otherwise indicated, all references to “Firma Holdings” or the “Company” include the properties and operations of Adit, AMM, ACM and Tara Gold.
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant inter-company balances and transactions have been eliminated in consolidation.
The reporting currency of Firma Holdings, Adit and Tara Gold is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso. As a result, the financial statements of the subsidiaries have been re-measured from Mexican pesos into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for non-monetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with non-monetary assets and liabilities and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting re-measurement gain (loss) is recorded to other comprehensive gain (loss).
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such.
Relevant exchange rates used in the preparation of the financial statements for the AMM and ACM are as follows for the year ended December 31, 2014 and 2013. Mexican pesos per one U.S. dollar:
| |
December 31, 2014
|
|
Current exchange rate
|
Ps.
|
14.7348
|
|
Weighted average exchange rate for the year ended
|
Ps.
|
13.3019
|
| |
December 31, 2013
|
|
Current exchange rate
|
Ps.
|
13.0652
|
|
Weighted average exchange rate for the year ended
|
Ps.
|
12.5439
|
The Company’s significant accounting policies are:
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current year presentation, specifically the reclassification of the Dixie Mining District to assets for sale or disposal due to that mining concessions sale in 2015.
Cash and Cash Equivalents
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2014 and December 31, 2013.
Fair Value Accounting
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
The three levels of the fair value hierarchy are described below:
| |
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
| |
Level 2
|
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
|
| |
Level 3
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
Concentrations
The Company maintains cash balances at highly-rated financial institutions in the United States. Each institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 for deposit accounts. The Company had one and none bank accounts in excess of $250,000, at December 31, 2014 and 2013, respectively. The Company has not experienced any losses in these accounts.
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts
Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16%. Under certain circumstances, these taxes are recoverable by filing a tax return and as allowed by the Mexican taxing authority.
Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary.
Our allowance in association with our receivable from IVA from our Mexico subsidiaries is based on our determination that the Mexican government may not allow the complete refund of these taxes.
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
| |
|
|
|
|
|
|
|
Allowance – recoverable value-added taxes
|
|
$ |
1,436,115 |
|
|
$ |
1,597,407 |
|
|
Allowance – other receivables
|
|
|
426,853 |
|
|
|
348,433 |
|
|
Total
|
|
$ |
1,862,968 |
|
|
$ |
1,945,840 |
|
Bad debt expense was $129,018 and $836,959 at December 31, 2014 and 2013, respectively.
Inventory
Inventory is stated at the lower of cost (computed on a first-in, first-out basis) or market. The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs. The inventory as of December 31, 2014 consists of component parts for internally constructed product of the SmartPacTM product.
Property, Plant, Equipment, Mine Development and Land
Mining concessions and acquisitions, exploration and development costs relating to mineral properties with proven reserves are deferred until the properties are brought into production, at which time they will be amortized on the unit of production method based on estimated recoverable reserves. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts at which mineral properties and the related deferred costs are recorded do not necessarily reflect present or future values.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
The recoverability of the book value of each property is assessed annually for indicators of impairment such as adverse changes to any of the following:
• estimated recoverable ounces of copper, lead, zinc, silver or other precious minerals
• estimated future commodity prices
• estimated expected future operating costs, capital expenditures and reclamation expenditures
A write-down to fair value is recorded when the expected future cash flow is less than the net book value of the property or when events or changes in the property indicate that carrying amounts are not recoverable. This analysis is completed as needed, and at least annually. As of the date of this filing no events have occurred that would require the write-down of any assets the Company intends to hold. In addition, the carrying amounts of the Company’s mining properties are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset’s recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 and 2013, respectively, no indications of impairment existed for any assets the Company intends to hold.
Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. Other non-mining assets are recorded at cost and depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years.
Intellectual Property
The Company capitalized the intellectual property underlying the SmartPacTM product. The intellectual property has an indefinite life and therefore under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-30-35 “General Intangibles Other than Goodwill, Subsequent Measurement” will not be amortized. The carrying amount of the Company’s intellectual property is reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset’s recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 no indications of impairment existed for the intellectual property.
Financial and Derivative Instruments
The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment. In the event that the debt or equity treatment is not readily apparent, FASB ASC 480-10-S99 is consulted for temporary treatment. Once an event takes place that removes the temporary element the Company appropriately reclassifies the instrument to debt or equity.
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt, equity, and common stock equivalents in excess of available authorized common shares, and contracts with variable share settlements. In the event of derivative treatment, the Company marks the instrument to market.
Revenue Recognition
Revenue from the sale of concentrate and industrial metals will be recognized when ownership passes to the purchaser at which time the following conditions are met:
|
|
i)
|
persuasive evidence that an agreement exists;
|
|
|
ii)
|
the risks and rewards of ownership pass to the purchaser including delivery of the product;
|
|
|
iii)
|
the selling price is fixed and determinable; or,
|
|
|
iv)
|
collectivity is reasonably assured.
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Reclamation and Remediation Costs (asset retirement obligations)
Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs.
Future remediation costs for processing plant and buildings are accrued based on management’s best estimate, at the end of each period, of the undiscounted costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing remediation, maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. There were no reclamation and remediation costs accrued as of December 31, 2014 or 2013.
Exploration Expenses and Technical Data
Exploration costs not directly associated with proven reserves on our mining concessions are charged to operations as incurred.
Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for our mining concessions. When purchased for concessions without proven reserves the cost is considered research and development pertaining to a developing mine and is expensed when incurred.
Income Taxes
Income taxes are provided for using the asset and liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized by management. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realization of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, management continually assesses the carrying value of our net deferred tax assets.
Stock Based Compensation
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee’s Topic of the FASB ASC, which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine, at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise), whichever is more readily determinable.
Shares issued to employees are expensed upon issuance.
Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC. We use the fair value method for equity instruments granted to employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Comprehensive Gain (Loss)
Total accumulated comprehensive gain (loss) and the components of accumulated other comprehensive gain (loss) are presented in the Consolidated Statements of Shareholders’ (Deficit) Equity. Accumulated other comprehensive gain (loss) is composed of foreign currency translation adjustment effects and unrealized gains or losses on the fair value of stock investments.
Net Loss per Common Share
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss. During the years ended December 31, 2014 and 2013, respectively, the Company incurred a net loss, resulting in no dilutive common shares.
Recently adopted and recently issued accounting guidance
Issued
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers," (“ASU 2014-09”) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in accounting principles generally accepted in the United States of America (“U.S. GAAP”) when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
Adopted
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for these audited consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. The Company has elected to early adopt the provisions of ASU 2014-15 for these audited consolidated financial statements.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC, did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.
|
Note 2.
|
Assets Held for Sale or Disposal, net
|
Dixie Mining District
During 2013, the Company acquired the Black Diamond and Ontario prospects in the Dixie Mining District from an unrelated third party for $650,000. Management internally calls this the Ponderosa Project in the Dixie Mining District. The Dixie Mining District is located in the state of Idaho in the U.S. The purchase price was paid in full in 2013. The land package consists of 6,741 acres consisting of both patented and unpatented mining claims.
In February 2015, the Company sold all concessions in the Dixie Mining District for $450,000 plus the assumption of certain payables related to business conducted in Idaho. As such, the property was revalued to the sale price of $450,000 at December 31, 2014 and reclassified to assets held for sale.
Pirita Prospect
In June 2009, the Company acquired the Pirita Prospect from an independent third party for the effective purchase price of $250,000, of which $50,000 was paid cash and $230,000 was financed, plus value-added tax of $30,000. As of December 31, 2014 and 2013, the remaining note payable was $174,000, including applicable value-added tax.
As of December 31, 2014 and 2013, the Company was in negotiations to amend its agreements relating to the Pirita Prospect which may include the termination of this acquisition agreement and the return of the property, or other disposal. Per the contract, the Company can only return the property if it is in good standing, which requires that all taxes must be paid and the property must be clear of any liabilities. As of December 31, 2014, the Company had not paid the property taxes associated with this prospect. As of December 31, 2014 the Company has fully impaired the mining concession and has presented the related notes payable as a note payable. As of December 31, 2013, the Company had presented the net amount of $76,000 related to the Pirita prospect as an asset held for disposal, net.
Las Viboras Dos Prospect
On July 2011, the Company acquired the Las Viboras Dos prospect from an independent third party for an effective purchase price of $188,094, plus value-added tax of $30,095. The purchase price was financed and has a balance of $234,832, including applicable value-added tax. As of December 31, 2014 Mexico legal counsel concluded that by certain terms in the contract the Company no longer had rights to the property nor was it responsible for any further debt. The property and related debt were accounted for as disposed of at December 31, 2014.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Total assets held for disposal, net as of December 31, 2014 and 2013 are the following:
|
December 31, 2014
|
|
Mining Concession
|
|
|
Outstanding Debt
|
|
|
Total Assets Held for
Disposal, net
|
|
|
Dixie Mining District
|
|
$ |
450,000 |
|
|
$ |
- |
|
|
$ |
450,000 |
|
|
December 31, 2013
|
|
Mining Concession
|
|
|
Outstanding Debt
|
|
|
Total Assets Held for
Disposal, net
|
|
|
Pirita Prospect
|
|
$ |
250,000 |
|
|
$ |
(174,000 |
) |
|
$ |
76,000 |
|
|
Las Viboras Dos Prospect
|
|
|
188,094 |
|
|
|
(234,832 |
) |
|
|
(46,738 |
) |
|
Dixie Mining District
|
|
|
650,000
|
|
|
|
-
|
|
|
|
650,000
|
|
| |
|
$ |
1,088,094 |
|
|
$ |
(408,832 |
) |
|
$ |
679,262 |
|
|
Note 3.
|
Property, Plant, Equipment, Mine Development, and Land, net
|
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
| |
|
|
|
|
|
|
|
Land
|
|
$ |
19,590 |
|
|
$ |
19,590 |
|
| |
|
|
|
|
|
|
|
|
|
Mining concessions:
|
|
|
|
|
|
|
|
|
|
Pilar (a)
|
|
|
710,172 |
|
|
|
710,172 |
|
|
Don Roman
|
|
|
521,739 |
|
|
|
521,739 |
|
|
Las Nuvias
|
|
|
100,000 |
|
|
|
100,000 |
|
|
Centenario
|
|
|
635,571 |
|
|
|
635,571 |
|
|
La Palma
|
|
|
80,000 |
|
|
|
80,000 |
|
|
La Verde
|
|
|
60,000 |
|
|
|
60,000 |
|
|
Picacho Groupings (See Note 15)
|
|
|
1,571,093 |
|
|
|
1,571,093 |
|
|
Mining concessions
|
|
|
3,678,575 |
|
|
|
3,678,575
|
|
| |
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
3,620,151 |
|
|
|
4,142,245 |
|
| |
|
|
7,318,316 |
|
|
|
7,840,410
|
|
|
Less – accumulated depreciation
|
|
|
(1,210,875 |
) |
|
|
(1,145,991 |
) |
| |
|
$ |
6,107,441 |
|
|
$ |
6,694,419
|
|
Pilar, Don Roman, Las Nuvias, Centenario, La Palma and La Verde properties are geographically located in Mexico and are known as the Don Roman Groupings.
The Picacho and Picacho Fractions are geographically located in Mexico and are known as the Picacho Groupings.
All properties listed above are paid for in full except the following:
|
|
a)
|
In January 2007, the Company acquired the Pilar de Mocoribo Prospect (“Pilar”) from the former Mexico subsidiary of Tara Gold, Amermin, for $739,130 plus $115,737 of value-added tax (as amended). The Company owes a remaining $535,659 for this mining concession (including the applicable value-added tax), with payments beginning in 2020.
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
In accordance with the Interest Topic of FASB ASC, the future payments of the total payment amount of $739,130 have been discounted using the incremental borrowing rate of 5.01%. As of December 31, 2014, the present value of future payments is as follows:
| |
|
Debt
|
|
|
IVA
|
|
|
Total
|
|
|
Total remaining debt
|
|
$ |
486,739 |
|
|
$ |
77,878 |
|
|
$ |
564,617 |
|
|
Imputed interest
|
|
|
(28,959 |
) |
|
|
- |
|
|
|
(28,959 |
) |
|
Present value of debt
|
|
$ |
457,780 |
|
|
$ |
77,878 |
|
|
$ |
535,658 |
|
Other Mining Commitments
Tania Iron Ore Project
The Company leased the Tania Iron Ore Project in May 2011 for royalty payments based on production.
The Company has the right to remove 6 million tonnes of iron ore concentrate from the property, with renewal rights extending through the life of the property. The Company had agreed to pay $6 per tonne for the first 500,000 tonnes removed from the property and $7 per tonne thereafter. As of December 31, 2014 and 2013, the Company has paid $100,000 against future royalty payments. As of December 31, 2014 this has been fully allowed for as uncollectible.
|
Note 4.
|
Note receivable, current
|
In July 2014, the Company entered into a note receivable with a third party in the packaging technology business segment, where the Company funded a total of $530,500 over several separate fundings July – November 2014. The note bears stated interest of 20% per annum (360 day year). The maturity date of the loan is the earlier of (a) 60th day next following the Company’s funding of such loan or (b) the date of payment by the party other than the Borrower of the amount due pursuant to a sale transaction in respect of underlying product purchased by the Borrower through use of the proceeds of such loan. The Company extended the maturity date to December 31, 2015 without additional penalty, but will continue to accrue interest accruing in accordance with the stated rate of 20%. Interest accrued as of December 31, 2014 was $43,974.
Additionally, the note receivable includes a loan fee amount of 8% of the gross amount of each sale transaction pursuant to product purchased by the Borrower. Loan fees accrued as of December 31, 2014 were $20,010.
|
Note 5.
|
Other Assets, current and non-current
|
In 2011, the Company paid a $100,000 advance to the Tania Iron Ore Property vendor, against future royalty payments and $175,000 to the subcontractor at the Tania Iron Ore Property for property improvements. Although the Company is seeking the return of the $175,000 from the subcontractor for non-performance, a full allowance for the receivable has been recognized at December 31, 2014 and 2013. Additionally, a full allowance has been recognized for the future royalty payments at December 31, 2014.
As of December 31, 2014 and December 31, 2013, respectively, the Company’s other current assets consisted of prepaid expenses of $134,666 and $114,425, security deposits of $19,478 and $21,684, and components part inventory for internally constructed product of the SmartPacTM product (see Note 6) of $88,559 and $0.
|
Note 6.
|
Intellectual Property Purchase Agreement
|
On May 28, 2014 the Company entered into an agreement with FreshTec, Inc. which provides for the Company to acquire technology which can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. The technology is comprised of patents, trademarks and other intellectual property pertaining to systems and methods for packaging bulk quantities of fresh produce and flowers incorporating modified atmosphere packaging.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
The technology, currently named SmartPacTM, will be made available to growers, packers and end-users for the packing, storage and shipment of bulk quantities of produce.
The purchase price for the SmartPacTM technology is allocated among the following territories:
|
|
·
|
United States, Mexico and Canada
|
In addition to the terms described below to acquire the territories, the agreement provided a stock option to FreshTec, Inc. for 1,000,000 shares of the Company’s common stock, which vest immediately and have a term of 1 year (see Note 12) .
The value of the intellectual property purchased follows the guidance as prescribed by both the Intangibles and Business Combinations Topics of the FASB ASC which focuses on capturing the transactional costs of an asset acquisition. As such we have valued the intellectual property based on the hard costs and stock option value of the contract plus legal fees directly related to the purchase. Excluded from the valuation are items that are solely dependent on selling units of the SmartPacTM product. Such payments are only payable should a unit be sold.
|
|
A.
|
To acquire the rights for the United States, Mexico and Canada, the Company has paid or must pay FreshTec:
|
|
|
(i)
|
$500,000 at closing (paid June 2014)
|
|
|
(ii)
|
$0.25 for each SmartPacTM unit sold in the United States or Mexico by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the United States, Mexico and Canada until such time as FreshTec is paid $14,500,000,
|
|
|
(iii)
|
during the six month period following the closing of the transaction, and until the Company has paid FreshTec $1,000,000, 25% of the Net Royalties received by the Company from any licensee having the right to sell SmartPacTM units in the United States, Mexico or Canada, and
|
|
|
(iv)
|
after the royalties paid to FreshTec equal $14,500,000, $0.15 for each SmartPacTM unit sold by the Company in the United States, Mexico or Canada plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the United States, Mexico and Canada.
|
On prior to the end of the fifteen-year period commencing on the closing date of the transaction, if the Company has not paid FreshTec royalties of $14,500,000, the Company may, at its option, either pay to FreshTec the difference between $14,500,000 and the royalties paid to FreshTec, or re-convey to FreshTec the rights for the United States, Mexico and Canada.
|
|
B.
|
To acquire the rights to countries in the European Union the Company must pay to FreshTec:
|
|
|
(i)
|
no later than six months after the closing of the transaction, $1,000,000, less any amounts paid pursuant to A. (iii) above and B. (ii) and (iii) below, or re-convey to FreshTec the rights for the European Union,
|
|
|
(ii)
|
$0.25 for each SmartPacTM unit sold in the European Union by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the European Union until such time as FreshTec is paid $14,000,000, and
|
|
|
(iii)
|
after the royalties paid to FreshTec equal $14,000,000, $0.15 for each SmartPacTM unit sold by the Company in the European Union plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the European Union.
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
If the Company exercises its right to re-convey the technology pursuant to B. (i) above, FreshTec is required to pay to the Company any amounts spent by the Company on maintaining or pursuing any patents pertaining to the countries in the European Union and refund to the Company any amounts paid to FreshTec pursuant to A (iii).
|
|
C.
|
To acquire the rights to all other countries the Company must pay FreshTec:
|
|
|
(i)
|
no later than eighteen months after the closing of the transaction, $1,000,000, less any amounts paid pursuant to C. (ii) and (iii) below, or re-convey to FreshTec the rights for the other countries,
|
|
|
(ii)
|
$0.25 for each SmartPac unit sold in the other countries by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the other countries until such time as FreshTec is paid $9,000,000, and
|
|
|
(iii)
|
after the royalties paid to FreshTec equal $9,000,000, $0.15 for each SmartPacTM unit sold by the Company in the other countries plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the other countries.
|
If the Company exercises its right to re-convey the technology pursuant to C. (i) above, FreshTec is required to pay to the Company any amounts spent by the Company on maintaining or pursuing any patents pertaining to the other countries.
When the last patent pertaining to the SmartPacTM technology expires, the royalty payable to FreshTec will be reduced to $0.075 for each SmartPacTM unit sold and the Company will no longer be obligated to pay FreshTec any Net Royalties.
For purpose of the agreement:
The term “Net Royalties” means amounts collected from licensing the SmartPacTM technology to third parties, less (i) costs and expenses incurred in connection with the licensing transaction; (ii) amounts refunded to a licensee; (iii) sale and other excise taxes, use taxes, tariffs, export license fees and duties; and (iv) commissions paid in connection with the licensing transaction. Net Royalties do not include any amount received for sales of SmartPacTM units by any licensee.
The Company files income tax returns in the United States (“U.S.”) and Mexican jurisdictions. In the U.S., Firma Holdings and Adit file a consolidated tax return of which 2013 and 2014 will be filed after the filing of this annual report. Tara Gold files a standalone return of which 2013 has been filed and 2014 will be filed after the filing of this annual report. In Mexico, AMM and ACM file standalones tax returns. For AMM, both 2013 and 2014 have been filed. For ACM, 2013 and 2014 will be filed as soon as all necessary items are obtained. No tax returns for the Company or any subsidiary of the Company are currently under examination by any tax authorities in their respective countries, except for routine tax reviews for AMM for several months in 2007 - 2014.
The December 31, 2014 income tax benefit, net of tax associated with discontinued operations, is as follows:
| |
|
U.S. Companies
|
|
|
Mexico Companies
|
|
|
Total
|
|
|
Current asset (liability) - total
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Deferred asset (liability) - total
|
|
|
13,369,000 |
|
|
|
2,855,000 |
|
|
|
16,224,000 |
|
|
Valuation allowance
|
|
|
(13,369,000 |
) |
|
|
(2,855,000 |
) |
|
|
(16,224,000 |
) |
|
Income tax asset (liability)
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
The December 31, 2013 income tax benefit, net of tax associated with discontinued operations, is as follows, noting that Tara Gold was a VIE of Firma Holdings in this period:
| |
|
U.S. Companies
|
|
|
Mexico Companies
|
|
|
Total
|
|
|
Current asset (liability) - total
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Deferred asset (liability) - total
|
|
|
7,309,000 |
|
|
|
2,478,000 |
|
|
|
9,787,000 |
|
|
Valuation allowance
|
|
|
(7,309,000 |
) |
|
|
(2,478,000 |
) |
|
|
(9,787,000 |
) |
|
Income tax asset (liability)
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
A valuation allowance is recorded when it is more likely than not that the deferred tax assets will be realized. The future use of deferred tax assets is dependent on the future taxable profits which arise from taxable temporary timing differences such as:
|
|
·
|
Differences in expensed stock based compensation and stock for investor relation services and corporate officers.
|
|
|
·
|
The capitalization of foreign mining exploration expenses for U.S. federal income tax purposes.
|
| |
·
|
A carry forward of a net operating loss.
|
At December 31, 2014, total deferred tax assets and deferred tax liabilities are as follows:
| |
|
U.S. Companies
|
|
|
Mexico Companies
|
|
|
Total
|
|
|
Deferred tax asset – current
|
|
$ |
10,238,000 |
|
|
$ |
- |
|
|
$ |
10,238,000 |
|
|
Deferred tax asset – non-current portion
|
|
|
3,131,000 |
|
|
|
2,855,000 |
|
|
|
5,986,000
|
|
|
Total deferred tax asset
|
|
|
13,369,000 |
|
|
|
2,855,000 |
|
|
|
16,224,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability - current
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Deferred tax liability – non current
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total deferred tax liability
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(13,369,000 |
) |
|
|
(2,855,000 |
) |
|
|
(16,224,000 |
) |
|
Net deferred tax asset (liability)
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
At December 31, 2013, total deferred tax assets and deferred tax liabilities are as follows:
| |
|
U.S. Companies
|
|
|
Mexico Companies
|
|
|
Total
|
|
|
Deferred tax asset – current
|
|
$ |
4,456,000 |
|
|
$ |
- |
|
|
$ |
4,456,000 |
|
|
Deferred tax asset – non-current portion
|
|
|
2,853,000 |
|
|
|
2,478,000 |
|
|
|
5,331,000 |
|
|
Total deferred tax asset
|
|
|
7,309,000 |
|
|
|
2,478,000 |
|
|
|
9,787,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability - current
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Deferred tax liability – non current
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total deferred tax liability
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(7,309,000 |
) |
|
|
(2,478,000 |
) |
|
|
(9,787,000 |
) |
|
Net deferred tax asset (liability)
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Net operating losses generated in the U.S. may only be used to offset income generated in the U.S. There are no uncertain tax positions begin taken by the U.S. entities and open tax years are 2011 – 2014. Firma Holdings and Adit have a combined net operating loss of approximately $13,148,000 with an estimated deferred tax benefit of $4,602,000. Tara Gold has a net operating loss of approximately $25,049,000 with an estimated deferred tax benefit of $8,767,000, subject to the U.S. Internal Revenue Code Section 382 rules discussed below.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Net operating losses generated in Mexico may only be used to offset income generated in Mexico. AMM has a net operating loss in Mexico of approximately $9,450,000 with an estimated deferred tax benefit of $2,835,000. ACM has a net operating loss in Mexico of approximately $67,000 with an estimated deferred tax benefit of $20,000. The net operating loss and estimated tax benefit has been added to net operating losses and tax benefits from previous years.
Per the Income Tax topic of the FASB ASC, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We have fully allowed for the entire deferred tax asset for the Company and all subsidiaries as of December 31, 2014 and 2013.
Net operating losses expire as follows:
| |
|
U.S. Companies
|
|
|
Mexico Companies
|
|
|
Total
|
|
|
December 31, 2030
|
|
$ |
7,600,000 |
|
|
$ |
3,282,000 |
|
|
$ |
10,882,000 |
|
|
December 31, 2031
|
|
|
2,366,000 |
|
|
|
1,643,000 |
|
|
|
4,009,000 |
|
|
December 31, 2032
|
|
|
- |
|
|
|
1,294,000 |
|
|
|
1,294,000 |
|
|
December 31, 2033
|
|
|
543,000 |
|
|
|
2,112,000 |
|
|
|
2,655,000 |
|
|
December 31, 2034
|
|
|
18,211,000 |
|
|
|
1,187,000 |
|
|
|
19,398,000 |
|
|
Total net operating loss
|
|
$ |
28,720,000 |
|
|
$ |
9,518,000 |
|
|
$ |
38,238,000 |
|
Per U.S. Internal Revenue Code Section 382, in the event of a change of ownership, the availability of the Company’s net operating losses carry forwards may be subject to an annual limitation against taxable income in future periods, which could substantially limit the eventual utilization of this net operating loss carry forwards. This limitation may not apply pursuant to an ownership change as described in Section 1262 of P.L. 111-5.
Reconciliation of the differences between the statuary tax rate and the effective income tax rate is as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Tax at statutory federal rate
|
|
$ |
(6,846,000 |
) |
|
|
(35.0 |
%) |
|
$ |
(783,000 |
) |
|
|
(35.0 |
%) |
|
Temporary differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration cost - current
|
|
|
12,000 |
|
|
|
0.1 |
% |
|
|
50,000 |
|
|
|
2.2 |
% |
|
Exploration cost – non-current
|
|
|
107,000 |
|
|
|
0.6 |
% |
|
|
425,000 |
|
|
|
19.0 |
% |
|
Stock based compensation
|
|
|
142,000 |
|
|
|
0.7 |
% |
|
|
21,000 |
|
|
|
0.9 |
% |
|
Decrease in deferred tax asset due to re-acquisition
of ACM
|
|
|
- |
|
|
|
0.0 |
% |
|
|
6,284,000 |
|
|
|
280.8 |
% |
|
Valuation allowance for U.S. Companies
|
|
|
6,229,000 |
|
|
|
31.8 |
% |
|
|
(424,000 |
) |
|
|
(18.9 |
%) |
|
Valuation allowance for Mexico
|
|
|
356,000 |
|
|
|
1.8 |
% |
|
|
711,000 |
|
|
|
31.8 |
% |
|
Tax provision at effective rate
|
|
$ |
- |
|
|
|
0.0 |
% |
|
$ |
6,284,000 |
|
|
|
280.8 |
% |
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
|
Note 8.
|
Notes Payable and Convertible Note Payable, net
|
The following table represents the outstanding balance of notes payable.
| |
|
December 31,
2014
|
|
|
December 31,
2013
|
|
| |
|
|
|
|
|
|
|
Mining concession (see Note 2 and 3)
|
|
$ |
709,623 |
|
|
$ |
- |
|
|
Notes payable
|
|
|
306,381 |
|
|
|
- |
|
|
Auto loans
|
|
|
11,219 |
|
|
|
66,619 |
|
|
Note payable to Corporacion Amermin S.A. de C.V. (“Amermin”)
|
|
|
1,175,122 |
|
|
|
- |
|
|
FreshTec required payments (see Note 6)
|
|
|
1,831,250 |
|
|
|
- |
|
|
Convertible note payable, net
|
|
|
260,000 |
|
|
|
75,652 |
|
| |
|
|
4,293,595 |
|
|
|
142,271 |
|
|
Less – current portion
|
|
|
(2,123,100 |
) |
|
|
(38,614 |
) |
|
Less – current portion convertible note payable, net
|
|
|
(260,000 |
) |
|
|
(75,652 |
) |
|
Total – non-current portion
|
|
$ |
1,910,495 |
|
|
$ |
28,005 |
|
See above disclosure on mining concession debt for Pirita in Note 2 above; Pilar in Note 3 above.
During 2014 the Company converted balances with two vendors to notes payable in the amount of $80,000 and recognized a gain on debt extinguishment in the amount of $5,000. The balance as of December 31, 2014 is $31,631. Additionally, the Company entered into a promissory note with a former employee for accrued payroll resulting in an immediate payment of $31,250 and payments of $6,250 for 18 months and payments of $9,015 for the remaining 18 months.
The Company financed the purchase of a fleet of vehicles during 2010 and 2011 in Mexico. Notes payable interest rates range between 13.5% and 14.5%; with the notes maturing between August 2014 and June 2015. During 2014 several of these vehicles were disposed of. Additionally, during the year ended December 31, 2013, the Company purchased a vehicle to be used in U.S. operations for $31,038. The Company paid $2,000 as a down payment and financed the remainder of $29,038 by issuing a note payable. The note carries interest at 3.74% and matures in August 2018. This vehicle was also disposed of as of December 31, 2014. As of December 31, 2014 and 2013 the outstanding balance of the auto loans was $11,219 and $66,619, respectively.
As of December 31, 2014, the Company was deconsolidated from Tara Gold which also divested its interested in its Mexican subsidiary Corporacion Amermin S.A. de C.V. (“Amermin”). Due to the change in organizational relationship the Company recognized $1,175,122 in notes payable, which had previously been a due to related party. Additionally due to the change in relationship, Amermin and the Company entered in a formal promissory note with interest of 3% per annum, using a 365 day year, which is due beginning in 2020.
During the year ended December 31, 2013 the Company raised $150,000 through the sale of a convertible note. The note was due in February 2014, extended to July 2014 and again extended until July 2015; bears interest of 16% per year and can be converted to the Company’s stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $120,000 of which $120,000 was amortized as of December 31, 2014. Interest expense related to the convertible note was $26,000 as of December 31, 2014.
During 2014 the Company raised $60,000 through the sale of a convertible note. The note was due in May 2014, extended to July 2014 and again extended until July 2015, and can be converted to the Company’s stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $60,000 of which $60,000 was amortized as of December 31, 2014. Interest expense related to the convertible note was $11,000 as of December 31, 2014.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
During 2014 the Company raised $50,000 through the sale of a convertible note. The note was due in July 2014 but extended to July 2015, and can be converted to the Company’s stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $34,850 of which $34,850 was amortized as of December 31, 2014. Interest expense related to the convertible note was $9,000 as of December 31, 2014.
The five year maturity schedule for notes payable and convertible notes payable, net is presented below:
| |
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
Thereafter
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining concessions
|
|
$ |
174,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
535,623 |
|
|
$ |
709,623 |
|
|
Auto loans
|
|
|
11,219 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,219 |
|
|
Note payables
|
|
|
106,631 |
|
|
|
91,590 |
|
|
|
108,160 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
306,381 |
|
|
Note payable to Corporacion
Amermin S.A. de C.V.
(“Amermin”)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,175,122 |
|
|
|
1,175,122 |
|
|
FreshTec required payments (See
Note 6)
|
|
|
1,831,250 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,831,250 |
|
|
Convertible note payable, net
|
|
|
260,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
260,000 |
|
|
Total
|
|
$ |
2,383,100 |
|
|
$ |
91,590 |
|
|
$ |
108,160 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
1,710,745 |
|
|
$ |
4,293,596 |
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
|
Note 9.
|
Related Party Transactions
|
| |
December 31, 2014
|
|
December 31, 2013
|
|
| |
|
|
|
|
|
Due from related parties
|
|
$ |
104,868 |
|
|
$ |
221,592 |
|
|
Due to related parties
|
|
|
- |
|
|
|
(1,739,207 |
) |
| |
|
$ |
104,868 |
|
|
$ |
(1,517,615 |
) |
All transactions with related parties have occurred in the normal course of operations. Mexico based related party transactions are measured at the appropriate foreign exchange amount.
As of December 31, 2014, the Company was deconsolidated from Tara Gold who also divested its interested in its Mexican subsidiary Amermin. Due to the change in organizational relationship the Company recognized $1,175,122 in note receivable, which had previously been a due to related party. Additionally due to the change in relationship, Amermin and the Company entered in a formal promissory note with interest of 3% per annum, using a 365 day year, with payments beginning in 2020.
In January 2007, Amermin made the arrangements to purchase Pilar, Don Roman and Las Nuvias properties listed in Note 3 (part of the Don Roman Groupings) and sold the concessions to AMM. Amermin has paid the original note holder in full and AMM owes Amermin $535,659 for the Pilar mining concession.
The following are intercompany transactions that eliminate during the consolidation of these financial statements:
During 2013, Firma Holdings issued Adit six promissory notes for $4,286,663. During 2014, Firma Holdings issued Adit one promissory note for $610,000. As of December 31, 2014, all notes were accumulated into one promissory note; the note is unsecured, bears interest at U.S. prime rate plus 3.25% per year and is due and payable December 31, 2015. As of December 31, 2014 Firma Holdings owed Adit $5,652,030 in interest and principal.
|
Note 10.
|
Stockholders’ Equity
|
The authorized common stock of Firma Holdings consists of 200,000,000 shares with par value of $0.001.
In January 2013, the Company entered into conversion agreements to convert the financial instrument (see Note 8) to a total of 1,600,000 shares of the Company’s common stock. In February 2013, the Company issued 300,000 shares of common stock and 1,300,000 additional shares of common stock were issued October 2013.
In February 2013, the Company issued 50,000 shares of common stock, valued at $18,000, or $0.36 a share for investor relations services.
In March 2013, the Company issued 500,000 shares of common stock, valued at $150,000, or $0.30 a share per the Champinon settlement agreement.
In January and March 2013, the Company sold 3,500,000 shares of common stock subscribed to under a private placement with independent parties for $700,000, or $0.20 per share; shares were issued in June 2013.
In June 2013, the Company issued 4,500,000 shares of common stock, valued at $1,350,000, or $0.30 a share for cash to its parent, Tara Gold.
In June 2013, the Company issued 250,000 shares of common stock, valued at $70,000, or $0.28 a share for investor relations services incurred during the period.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
In June 2013, the Company issued 100,000 shares of common stock, valued at $29,000, or $0.29 a share for investor relations services incurred during the period.
In July 2013, the Company entered into investor relations consulting agreements for six month terms payable in 190,000 shares of common stock, valued at $30,400. The shares were issued in October 2013.
In September 2013, the Company sold 500,000 shares of common stock subscribed under a private placement with independent parties for $100,000, or $0.20 per share. The shares were issued in October 2013.
In October 2013, the Company issued 50,000 shares of common stock, valued at $13,500, or $0.27 a share for investor relations services incurred in September 2013.
In October 2013, the Company sold 500,000 shares of common stock subscribed under a private placement with independent parties for $100,000, or $0.20 per share. The shares were issued in December 2013.
In December 2013, the Company issued 50,000 shares of common stock, valued at $12,000, or $0.24 a share for investor relations services incurred in October 2013.
In December 2013, the Company issued 400,000 shares of common stock subscribed under a private placement with independent parties for $24,000, or $0.06 per share for cash.
During the year ended December 31, 2013, the Company received mine safety services and trainings valued at $47,466 paid with 213,047 shares of the Company’s common stock valued at $0.22 per share. These shares were issued in June 2014.
In May 2014, the Company sold 5,000,000 units in a private offering for $750,000 in cash, or $0.15 per unit. Each unit consisted of one share of the Company’s common stock and one warrant. Two warrants entitle the holder to purchase one share of common stock at a price of $0.35 per share at any time on or before May 1, 2016. These shares were issued in June 2014.
In May 2014, the Company sold 1,817,007 units in a private offering for $545,102 in cash, or $0.30 per unit. These shares were issued in June 2014.
In September 2014, the Company sold 5,920,006 shares in a private offering for $1,776,002 in cash, or $0.30 per share. Each unit consisted of one share of the Company’s common stock and one warrant. Two warrants entitle the holder to purchase one share of common stock at a price of $0.40 per share at any time on or before August 31, 2016. These shares were issued in September 2014.
In December 2014, the Company sold 2,462,728 units in a private offering for $492,546 in cash, or $0.20 per unit. These shares were issued in February 2015.
In December 2014, the Company granted all subscribers from the above $0.30 and $0.20 offerings warrants equal to their original subscription with a strike price of $0.20 per share. As of December 31, 2014 warrants representing 1,000,629 shares of common stock were exercised for $$200,126. These shares were issued in February 2015. The warrant offering expired on January 31, 2015.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
Note 11. Non-Controlling Interest
All non-controlling interest of the Company is a result of the Company’s subsidiaries stock movement and results of operations. Cumulative results of these activities results in:
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
| |
|
|
|
|
|
|
|
Common stock for cash
|
|
$ |
1,999,501 |
|
|
$ |
1,999,501 |
|
|
Common stock for services
|
|
|
95,215 |
|
|
|
95,215 |
|
|
Exploration expenses paid for in subsidiary common stock
|
|
|
240,000 |
|
|
|
240,000 |
|
|
Stock based compensation
|
|
|
1,374,880 |
|
|
|
1,374,880 |
|
|
Cumulative net loss attributable to non-controlling interest
|
|
|
(25,695 |
) |
|
|
(15,815 |
) |
|
Treasury stock
|
|
|
(500,000 |
) |
|
|
(500,000 |
) |
|
Tara Gold equity
|
|
|
5,706,096 |
|
|
|
- |
|
|
Other
|
|
|
6 |
|
|
|
6 |
|
|
Total non-controlling interest
|
|
$ |
8,890,003 |
|
|
$ |
3,193,787 |
|
A summary of activity as of December 31, 2014 and changes during the period then ended is presented below:
|
Non-controlling interest at December 31, 2013
|
|
$ |
3,193,787 |
|
|
Tara Gold equity
|
|
|
5,706,096 |
|
|
Non-controlling interest at December 31, 2014
|
|
|
8,899,883 |
|
|
Net loss attributable to non-controlling interest
|
|
|
(9,880 |
) |
|
Non-controlling interest at December 31, 2014
|
|
$ |
8,890,003 |
|
As of December 31, 2014, the Company was deconsolidated from Tara Gold who also divested its interested in its Mexican subsidiary Amermin. At December 31, 2014, the Company considered Tara Gold a VIE as defined in Note 1 above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. Because there is no direct investment by the Company into Tara Gold, all of Tara Gold’s equity, including its historical accumulated deficit has been treated as non-controlling interest.
|
Note 12.
|
Options and Warrants
|
Firma Holdings has the following incentive plans which are registered under a Form S-8:
· Incentive Stock Option Plan
· Nonqualified Stock Option Plan
· Stock Bonus Plan
In May 2011, under its Incentive Stock Option Plan, Firma Holdings granted two of its officer’s options for the purchase of 750,000 shares of common stock. In April 2013, the options were cancelled and Firma Holdings concurrently granted new Incentive Stock Options to the officers; under this new grant the officers have the option to purchase 750,000 shares of common stock, exercisable at a price of $0.25 per share and vest at various dates until April 2015. The options expire at various dates beginning April 2020. In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, Firma Holdings has analyzed the cancellation of the award accompanied by the concurrent grant of a replacement award and determined that there was no further incremental compensation cost. The options that vested during the year ended December 31, 2013 associated with this transaction were valued at $59,645.
In January 2010, Firma Holdings’ granted options to three of its officers under its Nonqualified Stock Option Plan. The options allow for the purchase of 1,250,000 shares of common stock at an exercise price of $0.05 per share. These options vested immediately, expire in January 2020 (as extended in January 2015) and were valued at $2,334,201.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
In September 2010, Firma Holdings’ granted options for 200,000 shares of common stock to an unrelated third party for investor relations services. The options have an exercise price of $1.00 per share, vest between September 2010 and March 2011, and expire two years from the date of vesting. In September 2012, the options’ were extended to expire 5 years from the date of vesting, expiring between September 2015 and March 2016. In accordance with the Stock Compensation Topic of the FASB ASC, Firma Holdings’ has analyzed the extension of the award and determined that there was no further incremental compensation cost. The options that vested in 2011 associated with this transaction were valued at $36,353; 2010 vesting was valued at $145,412.
On May 28, 2014 the Company entered into an agreement with FreshTec, Inc. which provides for the Company to acquire technology which can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. As part of the terms of the agreement, the Company provided stock options to FreshTec, Inc. for 1,000,000 shares of the Company’s common stock at an exercise price of $0.30 per share, which vest immediate and have a term of 1 year. The stock options were valued at $186,640 using the Black-Scholes option pricing model.
On August 1, 2014, the Company granted 1,400,000 options to an officer for compensation for work performed. These options were granted outside of the option plans established by the Company. The options immediately vested, have an exercise price of $0.05 and expire December 31, 2017. The stock options were valued at $346,286 using the Black-Scholes option pricing model.
On October 28, 2009, Adit adopted the following incentive plans which have not been registered:
· Incentive Stock Option Plan
· Nonqualified Stock Option Plan
· Stock Bonus Plan
There have been no issuances under the Adit plans in 2014 or 2013.
The fair value of each award discussed above is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company’s traded common stock. The expected term of the award granted is usually estimated at half of the contractual term as noted in the individual agreements, unless the life is one year or less based upon management’s assessment of known factors, and represents the period of time that management anticipates awards granted to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the estimated term of the options. Historically the Company has had no forfeitures of options or warrants, therefore, the Company uses a zero forfeiture rate.
| |
December 31, 2014
|
|
December 31, 2013
|
|
|
Expected volatility
|
|
278.03%
|
|
|
218.84%
|
|
|
Weighted-average volatility
|
|
278.03%
|
|
|
218.84%
|
|
|
Expected dividends
|
|
0
|
|
|
0
|
|
|
Expected term (in years)
|
|
1.57
|
|
|
2.00
|
|
|
Risk-free rate
|
|
0.77%
|
|
|
0.22%
|
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
A summary of option activity as of December 31, 2014 and changes during the period then ended is presented below:
|
Options
|
|
Shares
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual Term
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Outstanding at December 31, 2012
|
|
|
2,750,000
|
|
|
$
|
0.34
|
|
|
3.0
|
|
|
$1,000,000
|
|
|
Granted
|
|
|
750,000
|
|
|
|
0.25
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Forfeited, expired or cancelled
|
|
|
(750,000
|
)
|
|
|
0.48
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
2,750,000
|
|
|
$
|
0.24
|
|
|
3.0
|
|
|
$ 210,000
|
|
|
Granted
|
|
|
2,400,000
|
|
|
|
0.18
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Forfeited, expired or cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
5,150,000
|
|
|
$
|
0.23
|
|
|
|
4.0
|
|
|
$
|
448,000
|
|
|
Exercisable at December 31, 2014
|
|
|
4,990,000
|
|
|
$
|
0.21
|
|
|
|
4.0
|
|
|
$
|
448,000
|
|
|
Non-vested Options
|
|
Options
|
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Non-vested at December 31, 2012
|
|
|
160,000
|
|
|
$
|
0.48
|
|
|
Granted
|
|
|
750,000
|
|
|
|
0.25
|
|
|
Vested
|
|
|
(340,000
|
)
|
|
|
0.25
|
|
|
Forfeited, expired or cancelled
|
|
|
(160,000
|
)
|
|
|
0.48
|
|
|
Non-vested at December 31, 2013
|
|
|
410,000
|
|
|
$
|
0.37
|
|
|
Granted
|
|
|
2,400,000
|
|
|
|
0.18
|
|
|
Vested
|
|
|
(2,650,000
|
)
|
|
|
0.11
|
|
|
Forfeited, expired or cancelled
|
|
|
-
|
|
|
|
-
|
|
|
Non-vested at December 31, 2014
|
|
|
160,000
|
|
|
$
|
0.18
|
|
A summary of warrant activity as of December 31, 2014 and 2013, and changes during the period then ended is presented below:
|
Warrants
|
|
Shares
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual Term
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Outstanding at December 31, 2012
|
|
|
2,788,333
|
|
|
$
|
1.38
|
|
|
1.0
|
|
|
$
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Forfeited, expired or cancelled
|
|
|
(2,788,333
|
)
|
|
|
(1.38)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
$
|
-
|
|
Granted
|
|
|
16,610,371
|
|
|
|
0.32
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,000,629)
|
|
|
|
0.20
|
|
|
|
|
|
|
|
|
Forfeited, expired or cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
15,609,742
|
|
|
$
|
0.26
|
|
|
|
1.0
|
|
|
$
|
101,497
|
|
|
Exercisable at December 31, 2014
|
|
|
15,609,742
|
|
|
$
|
0.26
|
|
|
|
1.0
|
|
|
$
|
101,497
|
|
All warrants vest upon issuance.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| |
|
Fair Value at December 31, 2014
|
|
| |
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of ACM’s net identifiable assets
acquired (See Note 15)
|
|
$
|
1,589,208
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,589,208
|
|
|
Intellectual property
|
|
|
2,745,229
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,745,229
|
|
|
Total
|
|
$
|
4,334,437
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,334,437
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
| |
|
Fair Value at December 31, 2013
|
|
| |
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of ACM’s net identifiable assets
acquired (See Note 15)
|
|
$
|
1,589,208
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,589,208
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature of note payable
(See Note 8)
|
|
$
|
74,348
|
|
|
$
|
74,348
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2014:
|
Beginning balance
|
|
$ |
1,589,208 |
|
|
Additions
|
|
|
2,745,229 |
|
|
Ending balance
|
|
$ |
4,334,437 |
|
|
The amount of total gains or losses for the year included in earnings attributable to the change in
unrealized gains or losses relating to liabilities still held at reporting date
|
|
$ |
- |
|
For the above level 3 financial assets, the fair value of ACM’s net identifiable assets acquired at identified and discussed in Note 15. As discussed in Note 6, we purchased the SmartPacTM technology, of which our purchase price was calculated based on cash paid, options issued, and the agreement to pay certain amount over time, all of which were fair value based on market input at the time the agreement was signed, and have not changed.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
The Company’s operating segments are strategic business units that offer different products and services. For the year ended December 31, 2014, operating segments of the Company are mining and packaging technology; subsequent to December 31, 2014 the Company added a business segment relating to food manufacturing. The mining segment consists of gold and industrial metal mining concessions in Mexico and the United States, and the packaging technology segment consists of the Company’s intellectual property related to the “SmartPacTM” product. The packaging technology segment became a reportable entity as of June 30, 2014 and was not in existence as of December 31, 2013.
|
December 31, 2014
|
|
Packaging Technology
|
|
|
Mining
|
|
|
Gross profit from external customers
|
|
$ |
- |
|
|
$ |
105,316 |
|
|
Exploration expenses
|
|
|
- |
|
|
|
(535,559 |
) |
|
Operating, general, and administrative expenses
|
|
|
(127,843 |
) |
|
|
(814,118 |
) |
|
Compensation expense
|
|
|
- |
|
|
|
(201,194 |
) |
|
Selling expense
|
|
|
(38,000 |
) |
|
|
- |
|
|
Depreciation and amortization
|
|
|
(7,442 |
) |
|
|
(274,917 |
) |
|
Segment operating loss before taxes and discontinued operations
|
|
$ |
(173,285 |
) |
|
$ |
(1,720,471 |
) |
|
Revenues
|
|
December 31, 2014
|
|
|
Total revenues from reportable segments
|
|
$ |
105,316 |
|
|
Total corporate and other revenues
|
|
|
- |
|
|
Elimination of intercompany corporate revenues
|
|
|
- |
|
|
Total consolidated revenues
|
|
$ |
105,316 |
|
| |
|
|
|
|
|
Profit or Loss
|
|
|
|
|
|
Total loss from reportable segments
|
|
$ |
(1,893,757 |
) |
|
Discontinued operations mining segment
|
|
|
9,572,818 |
|
|
Other loss from reportable segments
|
|
|
(10,668,809 |
) |
|
Unallocated amounts:
|
|
|
|
|
|
Corporate expenses
|
|
|
(7,019,345 |
) |
|
Loss on disposal
|
|
|
(4,385 |
) |
|
Non-controlling interest
|
|
|
9,880 |
|
|
Net loss attributable to Firma Holdings’ shareholders
|
|
$ |
(10,003,616 |
) |
| |
|
|
|
|
|
Assets
|
|
|
|
|
|
Total assets for packaging technology segment
|
|
$ |
3,449,233 |
|
|
Total assets for mining segment
|
|
|
6,804,072 |
|
|
Corporate assets
|
|
|
750,476 |
|
|
Other unallocated amounts
|
|
|
- |
|
|
Consolidated total
|
|
$ |
11,003,781 |
|
| |
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accounts payable and accrued expenses packaging technology
segment
|
|
$ |
19,937 |
|
|
Accounts payable and accrued expenses mining segment
|
|
|
537,416 |
|
|
Notes payable packaging technology segment
|
|
|
1,831,250 |
|
|
Notes payable mining segment
|
|
|
1,027,224 |
|
|
Corporate accounts payable and accrued expense
|
|
|
1,123,054 |
|
|
Corporate notes payable
|
|
|
1,435,122 |
|
|
Consolidated total
|
|
$ |
5,974,003 |
|
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
|
Note 15.
|
Re-acquisition of ACM
|
On April 4, 2012, the Company, sold its 99.99% owned subsidiary, ACM to Yamana Mexico Holdings B.V. (“Yamana”). ACM’s primary asset is the Picacho Groupings located in Sonora, Mexico. The Property does not have any proven reserves.
As consideration for the sale of ACM, Yamana paid $7.5 million, minus approximately $780,000 (the amount required to pay the Mexican government to release its tax lien on the Property). In addition, Yamana surrendered 500,000 Adit’s common shares, and warrants to purchase an additional 250,000 Adit’s common shares, upon the execution of the sale agreement.
Yamana had the option to terminate the Agreement within ten business days prior to May 7, 2013 for any reason. If the Agreement was terminated, Yamana would be required to return ownership of ACM and the underlying property to the Company in good standing. If this occurred, the first cash payment made by Yamana would be retained by the Company.
On May 7, 2013, the Company received notice that Yamana was terminating the purchase agreement.
The Company calculated the fair value of the assets purchased and liabilities assumed as follows:
|
Assets:
|
|
May 8, 2013
|
|
|
Picacho Groupings
|
|
$ |
1,571,093 |
|
|
Improvements (Mine site warehouse)
|
|
|
18,115 |
|
|
Liabilities:
|
|
|
|
|
|
None
|
|
|
- |
|
|
Fair market value of net identifiable assets acquired
|
|
|
1,589,208 |
|
|
Less: Fair value of the consideration transferred for ACM
|
|
|
- |
|
|
Add: Release of Adit’s tax liability due to the termination of the purchase
|
|
|
1,900,763 |
|
|
Value of assigned gain on bargain acquisition of ACM
|
|
$ |
3,489,971 |
|
|
Note 16.
|
Deconsolidation and Variable Interest Entity
|
As previously discussed as of December 31, 2014, the Company was deconsolidated from Tara Gold. Also at December 31, 2014 Tara Gold divested its interested in its Mexican subsidiary Corporacion Amermin S.A. de C.V. (“Amermin”), resulting in discontinued operations. Due to the change in organizational relationship the Company recognized items at December 31, 2014 which had previously been eliminated under the concepts of consolidation under generally accepted accounting principles. Transactions relating to this deconsolidation are not usual and not anticipated to reoccur. Additionally, the intercompany loan balances between Tara Gold and Amermin were converted to a note for $10,315,020 with an interest rate of 3.22%.
Subsequent to year end but contemporaneous with preparing this annual report, the Company determined that the note receivable between Tara Gold and Amermin was likely not fully collectible as the Company no longer has any influence or insight over the operations of Amermin. As such the note was impaired as of December 31, 2014.
Lastly, upon Tara Gold ceasing to be the parent of the Company, a total loss on deconsolidation consisting of the write off approximately $415,000 in an intercompany payable to the Company and the fair value of Tara Gold’s investment in the Company’s stock of approximately $4,935,000 was recognized.
Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary are included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain treasury activities, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. Included within these consolidated financial statements are the following assets and liabilities of Tara Gold:
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
|
Assets:
|
|
December 31, 2014
|
|
|
Cash
|
|
$ |
294 |
|
|
Prepaid expenses
|
|
|
6,138 |
|
|
Liabilities:
|
|
|
|
|
|
Accounts payable
|
|
|
118,707 |
|
|
Net deficit
|
|
$ |
(112,275 |
) |
Additionally, all discontinued operations represented in these financial statements relate to Tara Gold’s disposal of Amermin.
In February 2015, the Board of Directors and Officers of Tara Gold, which were the same individuals as Firma Holdings, resigned from Tara Gold, and a new sole director took over Tara Gold.
|
Note 17.
|
Subsequent Events
|
In December 2014, the Company sold 2,462,728 units in a private offering for $492,546 in cash, or $0.20 per unit. These shares were issued in February 2015.
In December 2014, the Company granted all subscribers from the 2014 private placement $0.30 and $0.20 offerings warrants equal to their original subscription with a strike price of $0.20 per share. As of December 31, 2014 warrants representing 875,625 shares of common stock were exercised for $175,125. These shares were issued in February 2015. In the first quarter 2015, warrants representing an additional 2,005,000 of common stock were exercised for $401,000. The warrant offering expired on January 31, 2015.
In January and February 2015, the Company sold 3,220,000 units in a private offering for $644,000, or $0.20 per unit.
In January 2010, Firma Holdings’ granted options to three of its officers under its Nonqualified Stock Option Plan. The options allow for the purchase of 1,250,000 shares of common stock at an exercise price of $0.05 per share. In January 2015 the options were again extended to January 2020.
In February 2015, the Company sold all concessions in the Dixie Mining District for $450,000 plus the assumption of certain payables related to business conducted in Idaho.
On March 30, 2015 the Company signed an agreement to acquire Sicilian Sun Limited, LLC (“SSL”).
The acquisition includes SSL’s wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l., and two production facilities located in Alcamo and Catania on the island of Sicily.
The Alcamo facility has been in operation for six years and consists of a state-of-the-art production factory encompassing 53,500 square feet. This BRC certified facility currently produces private label products for Carrefour – Italia as well as private and branded label products for Auchan, Conad and other major European retailers. The facility specializes in the manufacturing of three product categories: baked goods, frozen desserts, and semi-finished products made from natural ingredients. These products include assorted pastries, ricotta cannoli, as well as cakes, breads, rice balls, croissants, and a variety of other frozen and packaged items. Frozen desserts include gelato, tartufi, mousse, sorbets Italian ices and other frozen treats. Many of the products use proprietary formulas.
The new, state-of-the-art, Catania facility consists of 48,000 sq. ft., is BRC/IFS certified, and contains the latest in automated technology for the commercial production of artisanal gelato products.
FIRMA HOLDINGS CORP. AND SUBSIDIARIES
(Formerly known as Tara Minerals Corp.)
NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS
In 2014, Sicilian Sun Foods used the services of food supplier La Petite Foods and global food broker Daymon Worldwide to secure orders to manufacture private label and branded products for major grocery chains in the United States.
At closing, the Company will issue 16,000,000 shares of its common stock to the members of SSL in consideration for their interests in SSL.
However, if the operations of SSL do not generate, during the period ending:
|
|
·
|
9 months after the closing, but prior to the second anniversary of the closing, more than $7,500,000 of gross revenue with EBITDA of at least $1,125,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.
|
|
|
·
|
12 months after the closing, but prior to the second anniversary of the closing, more than $10,000,000 of gross revenue with EBITDA of at least $1,500,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.
|
|
|
·
|
24 months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue with EBITDA of at least $2,250,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.
|
|
|
·
|
24 months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue with EBITDA of at least $3,000,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.
|
When EBITDA from the operations of SSL reaches $1,000,000, 25% of EBITDA will be paid each year to the former members of SSL until $2,000,000 has been paid.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Not applicable.
Francis Richard Biscan, Jr., Firma Holdings’ Principal Executive Officer and Lynda R. Keeton-Cardno, Firma Holdings’ Principal Financial Officer, have evaluated the effectiveness of Firma Holdings’ disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report and in their opinion Firma Holdings’ disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Firma Holdings’ management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Firma Holdings’ principal executive officer and principal financial officer and implemented by Firma Holdings’ Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Firma Holdings’ financial statements in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
|
|
−
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
| |
−
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
|
|
−
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Firma Holdings’ management evaluated the effectiveness of its internal control over financial reporting as of December 31, 2014 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (amended in 2013). Management’s assessment included an evaluation of the design of Firma Holdings’ internal control over financial reporting and testing of the operational effectiveness of those controls.
Based on this evaluation, Firma Holdings’ management concluded that Firma Holdings’ internal control over financial reporting was effective as of December 31, 2014.
There was no change in Firma Holdings’ internal control over financial reporting that occurred during the quarter ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, Firma Holdings’ internal control over financial reporting.
Not applicable.
The following table sets forth the names of our directors and executive officers and their ages, positions and biographical information as of the date of this report. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. Our directors hold office for one-year terms or until their successors have been elected and qualified. There are no family relationships between any of our directors, executive officers or other key personnel and any other of our directors, executive officers or key personnel. There are no arrangements or understandings between any of our directors or executive officers and any other persons pursuant to which such director or executive officer was selected in that capacity.
|
Name
|
|
Age
|
|
Position
|
|
Francis R. Biscan, Jr.
|
|
54
|
|
President, Chief Executive Officer and a Director
|
|
David Barefoot
|
|
50
|
|
Chief Operating Officer and a Director
|
|
Lynda R. Keeton-Cardno
|
|
43
|
|
Chief Financial and Accounting Officer,
Secretary and Treasurer
|
|
Ramiro Trevizo
|
|
58
|
|
Director
|
Francis R. Biscan, Jr., Director and Chief Executive Officer. Mr. Biscan has been an officer and director of Firma Holdings since May 2006. Between 1997 and August 2003 Mr. Biscan was an independent financial consultant, providing advice to public and private companies in the areas of capital formation and mergers and acquisitions. Mr. Biscan has also been an officer and director of Adit since June 2009, and was an officer and director of Tara Gold Resources from August 2003 to February 2015.
David Barefoot, Director and Chief Operating Officer. Mr. Barefoot has been an officer of Firma Holdings since August 2011, and a director of Firma Holdings since February 2013. On August 9, 2011 David Barefoot was appointed as the Company’s Chief Operating Officer. Since becoming the Company’s Chief Operating Officer, Mr. Barefoot has been an integral part of streamlining the Company and overall strategy development with regards to advancing the Company's portfolio of properties. Working closely with the CEO, he continues to build and manage the strengths of the Company's team in the U.S., Mexico and abroad. For the past 26 years, Mr. Barefoot has been a consultant (as a sole proprietor) to various public and private businesses focusing on business development, expanding market share presence and building leadership teams; including 16 years of hiring, training and developing leadership in the financial services industry throughout the Southeast and Chicago areas. In the past 5 years Mr. Barefoot has continued consulting (as a sole proprietor) and sits as the President and Board Member of Vision Sky, a company that focuses on software for the home health care industry. Mr. Barefoot has also been a director of Adit since May 2011, and was an officer of Tara Gold Resources August 2011 through February 2015, and a director of Tara Gold Resources from February 2013 to February 2015.
Lynda R. Keeton-Cardno, CPA, Chief Financial and Accounting Officer, Secretary and Treasurer. Ms. Keeton-Cardno has been an officer of Firma Holdings since January 2011. Since 2004, Ms. Keeton-Cardno has been the CEO/Managing Member of Keeton CPA, a PCAOB registered firm that provides audit and consulting services to public and private companies. Between 1996 and 2002, Ms. Keeton-Cardno worked for Arthur Andersen LLP in Phoenix, AZ and Las Vegas, NV in both the Audit and Advisory group and Technology Risk Consulting group. Ms. Keeton-Cardno is a licensed Certified Public Accountant in Nevada, a member of the American Institute of Certified Public Accountants, a graduate of Arizona State University’s School of Business and Honors College, and has held the Certified Information Systems Auditor designation. Ms. Keeton-Cardno is also the secretary and treasurer for Firma Holdings, and Adit Resources. Ms. Keeton-Cardno was an officer of Tara Gold Resources from January 2011 to February 2015.
Ramiro Trevizo, Director. Mr. Trevizo has been a director of Firma Holdings since May 2008 and President/sole administrator for American Metal Mining, S.A. de C.V, its Mexican subsidiary since inception in 1995. Mr. Trevizo has also been the President of Corporacion Amermin, S.A. de C.V., the former Mexican subsidiary of Tara Gold Resources Corp., since 2005. Between 2003 and 2005 Mr. Trevizo was the President of Grupo Constructor del Desierto, S.A., an engineering company based in Chihuahua, Mexico. Between 2002 and 2004 Mr. Trevizo was a regional manager for D&B Engineering of Phoenix, Arizona. Mr. Trevizo was a project manager for Concord, California based OSP Consultants from 1999 to 2002.
Corporate Governance
We currently have no standing audit, compensation or nominating committees or committees performing similar functions, nor do we have written audit, compensation or nominating committee charters. Our Board of Directors believes it unnecessary to have such committees at this time because our Board of Directors can perform the functions of such committees adequately.
We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature until our business operations develop to a more advanced level. We currently do not have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our directors at the address on the cover of this report.
None of Firma Holdings’ directors are independent as that term is defined in section 803 of listing standards of the NYSE MKT. Firma Holdings believes all of its directors are qualified to act as such due to their longstanding relationship with the Company.
Code of Ethics
Firma Holdings has adopted a Code of Ethics applicable to its principal executive, financial, and accounting officers and persons performing similar functions.
As a “smaller reporting company,” we have elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under such scaled disclosure, we are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.
The following table shows the compensation paid or accrued during the three years ended December 31, 2014 to the executive officers of Firma Holdings.
| |
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
All Other Annual
|
|
|
|
|
|
Name and
|
Fiscal
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
|
|
|
Principal Position
|
Year
|
|
(1) |
|
|
(2) |
|
|
(3) |
|
|
(4) |
|
|
(5) |
|
|
Total
|
|
|
Francis R. Biscan,
|
2014
|
|
$ |
276,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
276,000 |
|
|
President and Chief
|
2013
|
|
|
184,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
184,000 |
|
|
Executive Officer
|
2012
|
|
|
184,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
184,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dave Barefoot
|
2014
|
|
|
204,000 |
|
|
|
- |
|
|
|
- |
|
|
|
346,286 |
|
|
|
- |
|
|
|
550,286 |
|
|
Chief Operating
|
2013
|
|
|
136,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
54,000 |
|
|
|
190,000 |
|
|
Officer(6)
|
2012
|
|
|
136,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
136,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynda R. Keeton-Cardno,
|
2014
|
|
|
48,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
48,000 |
|
|
Chief Financial Officer,
|
2013
|
|
|
32,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
32,000 |
|
|
Secretary and Treasurer
|
2012
|
|
|
32,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
32,000 |
|
|
(1)
|
The dollar value of base salary (cash and non-cash) earned. As of December 31, 2014 the Company agreed to absorb all 2014 wages and any accrued salary due to its officers but not paid under Tara Gold, the former parent of the Company.
|
|
(2)
|
The dollar value of bonus (cash and non-cash) earned.
|
|
(3)
|
During the periods covered by the table, the value of Firma Holdings’ shares issued as compensation for services to the persons listed in the table.
|
|
(4)
|
The value of all stock options granted during the periods covered by the table.
|
|
(5)
|
All other compensation received that Firma Holdings could not properly report in any other column of the table.
|
In January 2015, Firma Holdings entered into an employment agreement with Mr. Biscan for three years. The employment agreement provide that Firma Holdings will pay Mr. Biscan a base salary of $276,000 per year and requires Firma Holdings to pay for Mr. Biscan’s medical, dental, optical, life and disability insurance. In the event there is a material reduction in Mr. Biscan’s authority, duties or activities, in the event Mr. Biscan’s offices are moved to a location which is not conducive to operating in North America, or in the event there is a change in the control of Firma Holdings, then Mr. Biscan may resign from his position at Firma Holdings and receive the remainder of his salary. For purposes of the employment agreement, a change in control includes the acquisition of more than 50% of the outstanding shares of Firma Holdings’ common stock by a third party or a change in a majority of Firma Holdings’ directors.
Mr. Biscan’s employment agreement will also terminate upon the death or physical or mental disability of Mr. Biscan, in which case Mr. Biscan, or his legal representative, as the case may be, will be paid the salary provided by the employment agreement for a period of one year following Mr. Biscan’s death or disability.
In January 2015, Firma Holdings entered into an employment agreement with Mr. Barefoot for three years. The employment agreement provided that Firma Holdings will pay Mr. Barefoot a base salary of $204,000 per year and requires Firma Holdings to pay for Mr. Barefoot’s medical, dental, optical, life and disability insurance. In the event there is a material reduction in Mr. Barefoot’s authority, duties or activities, in the event Mr. Barefoot’s offices are moved to a location which is not conducive to operating in North America, or in the event there is a change in the control of Firma Holdings, then Mr. Barefoot may resign from his position at Firma Holdings and receive the remainder of his salary. For purposes of the employment agreement, a change in control includes the acquisition of more than 50% of the outstanding shares of Firma Holdings’ common stock by a third party or a change in a majority of Firma Holdings’ directors.
Mr. Barefoot’s employment agreement will also terminate upon the death or physical or mental disability of Mr. Barefoot, in which case Mr. Barefoot, or his legal representative, as the case may be, will be paid the salary provided by the employment agreement for a period of one year following Mr. Barefoot’s death or disability.
In January 2015, Firma Holdings entered into an employment agreement with Ms. Lynda R. Keeton-Cardno for one year. The employment agreement provides that Firma Holdings will pay Ms. Keeton-Cardno a base salary of $65,000.
The following shows the amounts that Firma Holdings expects to pay to its officers during the twelve month period ending December 31, 2015 and the time these persons plan to devote to Firma Holdings’ business.
| |
|
Proposed
|
|
Time to be Devoted to
|
|
Name
|
|
Compensation
|
|
Firma Holdings and Subsidiaries
|
|
Francis Richard Biscan, Jr.
|
|
$ |
276,000 |
|
40 hours / week
|
|
David Barefoot
|
|
$ |
204,000 |
|
40 hours / week
|
|
Lynda R. Keeton-Cardno
|
|
$ |
65,000 |
|
20 hours / week
|
Long-Term Incentive Plans. Firma Holdings does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.
Employee Pension, Profit Sharing or other Retirement Plans. Firma Holdings does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.
Compensation of Directors. Firma Holdings’ directors did not receive any compensation for their services as directors during the fiscal year ended December 31, 2014, 2013 or 2012.
Compensation Committee, Interlocks and Insider Participation. Our directors, Francis R. Biscan Jr., David Barefoot and Ramiro Treviso act as our compensation committee. During the year ended December 31, 2014, none of our officers was a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors or as a member of our compensation committee.
Stock Option and Bonus Plans. Firma Holdings has adopted stock option and stock bonus plans. A summary description of these plans follows. In some cases these Plans are collectively referred to as the “Plans”.
Incentive Stock Option Plan. Firma Holdings’ Incentive Stock Option Plan authorizes the issuance of shares of Firma Holdings’ common stock to persons that exercise options granted pursuant to the Plan. Only Firma Holdings employees may be granted options pursuant to the Incentive Stock Option Plan. The option exercise price is determined by Firma Holdings’ directors but cannot be less than the market price of Firma Holdings’ common stock on the date the option is granted.
Non-Qualified Stock Option Plan. Firma Holdings’ Non-Qualified Stock Option Plan authorizes the issuance of shares of Firma Holdings’ common stock to persons that exercise options granted pursuant to the Plan. Firma Holdings’ employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided, however, that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction or promoting the price of Firma Holdings common stock.
Stock Bonus Plan. Firma Holdings’ Stock Bonus Plan allows for the issuance of shares of common stock to its employees, directors, officers, consultants and advisors. However, bona fide services must be rendered by the consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction or promoting the price of Tara Mineral’s common stock.
Summary. The following lists, as of April 14, 2015, the options granted and the bonus shares issued pursuant to the Plans. Each option represents the right to purchase one share of Firma Holdings’ common stock.
|
Name of Plan
|
|
Total Shares
Reserved Under
Plans
|
|
|
Shares Reserved for
Outstanding
Options
|
|
|
Shares Issued as
Stock Bonus
|
|
|
Remaining
Options/Shares
Under Plans
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Stock Option Plan
|
|
|
1,000,000 |
|
|
|
750,000 |
|
|
|
N/A |
|
|
|
250,000 |
|
|
Non-Qualified Stock Option Plan
|
|
|
3,000,000 |
|
|
|
1,600,000 |
|
|
|
N/A |
|
|
|
1,400,000 |
|
|
Stock Bonus Plan
|
|
|
750,000 |
|
|
|
N/A |
|
|
|
750,000 |
|
|
|
- |
|
Firma Holdings’ stock option and bonus plans have not been approved by its shareholders.
The following table shows the weighted average exercise price of the outstanding options granted pursuant to Firma Holdings’ Stock Option Plans as of December 31, 2014.
|
Plan category
|
|
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options
|
|
|
Weighted-Average
Exercise Price of
Outstanding
Options
|
|
|
Number of Securities Remaining
Available For Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected in the
First Column of This Table
|
|
| |
|
|
|
|
|
|
|
|
|
|
Incentive Stock Option Plan
|
|
|
750,000 |
|
|
$ |
0.25 |
|
|
|
250,000 |
|
|
Non-Qualified Stock Option Plan
|
|
|
1,600,000 |
|
|
$ |
0.24 |
|
|
|
1,400,000 |
|
The following lists the unexercised options which were outstanding as of April 14, 2015, and held by the Firma Holdings’ officers and directors.
| |
|
Shares underlying unexercised
options which are
|
|
|
|
Name
|
Date of Grant
|
Exercisable
|
Unexercisable
|
Exercise Price
|
Expiration Date
|
|
Francis R. Biscan, Jr.
|
5/5/11
|
500,000
|
-
|
$0.58
|
2018-2020
|
|
Francis R. Biscan, Jr.
|
1/5/10
|
750,000
|
-
|
$0.05
|
1/5/20
|
|
Ramiro Trevizo
|
1/5/10
|
250,000
|
-
|
$0.05
|
1/5/20
|
|
David Barefoot
|
9/30/10
|
200,000
|
-
|
$1.00
|
2015-2016
|
|
David Barefoot
|
8/1/14
|
1,400,000
|
-
|
$0.05
|
2017
|
The following lists the shares issued pursuant to Firma Holdings’ Stock Bonus Plan:
|
Name
|
|
Date
|
|
Shares Issued
|
|
Francis R. Biscan, Jr.
|
|
4/23/09
|
|
250,000
|
|
Francis R. Biscan, Jr.
|
|
1/05/10
|
|
50,000
|
|
Ramiro Trevizo
|
|
4/23/09
|
|
200,000
|
|
Ramiro Trevizo
|
|
1/05/10
|
|
25,000
|
The following sets forth information as of April 14, 2015, regarding the number of shares of our common stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding common stock, (ii) each of our directors and named executive officers and (iii) all of our directors and named executive officers as a group.
The amounts and percentages of our common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, has sole voting and investment power with respect to such shares of our common stock
As of April 14, 2015, there were 100,845,696 shares of our common stock issued and outstanding.
|
Name and Address
|
Number of Shares (1)
|
Percent of Class
|
|
Francis R. Biscan, Jr.
|
7,227,026
|
7.5%
|
|
2162 Acorn Court
|
|
|
|
Wheaton, IL 60189
|
|
|
| |
|
|
|
David Barefoot
|
1,600,000
|
1.6%
|
|
1625 Tioga Trail
|
|
|
|
Winter Park, FL 32789
|
|
|
| |
|
|
|
Lynda R. Keeton-Cardno
|
434,068
|
0.4%
|
|
185 Bethany St.
|
|
|
|
Henderson, NV 89074
|
|
|
| |
|
|
|
Ramiro Trevizo
|
907,645
|
0.9%
|
|
Calle Oregon #2432
|
|
|
|
Quintas del Sol, Chihuahua
|
|
|
|
Chihuahua, CP 31215
|
|
|
|
Mexico
|
|
|
| |
|
|
|
All officers and directors as a group (4 persons)
|
10,168,739
|
10.5%
|
|
(1)
|
Includes shares issuable upon the exercise of options held by the persons identified in Item 11 above.
|
There were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during 2014 or 2013, or any currently proposed transaction, in which Firma Holdings was or are to be a participant and the amount involved was in excess of $93,000 and in which any related person had a direct or indirect material interest. We do not have a written policy regarding related party transactions.
During the year ended December 31, 2014 there have been no issuances of Firma Holdings’ stock to officers, directors or affiliates.
The Pun Group audited Firma Holdings financial statements for the year ended December 31, 2014 and performed the interim review for September 30, 2014. StarkSchenkein, LLP audited Firma Holdings financial statements for the year ended December 31, 2013 and performed the interim reviews for March 31 and June 30, 2014.
The following shows the amounts billed to Firm Holdings by these accounting firms during the two years ended December 31, 2014.
| |
|
Year ended
December 31, 2014
|
|
|
Year ended
December 31, 2013
|
|
|
Audit Fees
|
|
$ |
88,305 |
|
|
$ |
50,000 |
|
|
Audit-Related Fees
|
|
|
- |
|
|
|
- |
|
|
Financial Information Systems
|
|
|
- |
|
|
|
- |
|
|
Design and Implementation Fees
|
|
|
- |
|
|
|
- |
|
|
Tax Fees
|
|
|
- |
|
|
|
- |
|
|
All Other Fees
|
|
|
- |
|
|
|
- |
|
In the above table, “audit fees” are fees billed for services related to the audit of Firma Holdings annual financial statements, quarterly reviews of Firma Holdings interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for those fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of Firma Holdings financial statements. “Tax fees” are fees billed by the independent accountant for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the independent accountant for products and services not included in the foregoing categories.
Audit fees represent amounts billed for professional services rendered for the audit of Firma Holdings’ annual financial statements and the review of Firma Holdings’ interim financial statements.
Our Board of Directors pre-approves all services provided by our independent accountants. Our Board of Directors reviewed and approved all of the above services and fees.
|
Exhibit Number
|
Exhibit Name
|
|
|
3.1
|
Articles of Incorporation
|
1
|
|
3.2
|
Bylaws
|
1
|
|
4.1
|
Incentive Stock Option Plan
|
1
|
|
4.2
|
Non-Qualified Stock Option Plan
|
1
|
|
4.3
|
Stock Bonus Plan
|
1
|
|
10.1
|
Acquisition Agreement – Pilar de Mocoribo property
|
1
|
|
10.2
|
Acquisition Agreement – Don Roman property
|
1
|
|
10.3
|
Acquisition Agreement – Las Nuvias property
|
1
|
|
10.4
|
Consulting Agreement with Qualico Capital
|
1
|
|
10.5
|
Assignments of mining properties
|
1
|
|
10.6
|
Acquisition Agreement – Centenario Prospect
|
2
|
|
10.7
|
Service Agreement with Roadshows International
|
3
|
|
10.8
|
Consulting Agreement with Lions Gate International
|
3
|
|
10.9
|
Consulting Agreement with Sudhir Khanna
|
3
|
|
10.10
|
Consulting Agreement with Mayfair Associates
|
3
|
|
10.11
|
Settlement Agreement with Lions Gate Capital 5/1/09
|
3
|
|
10.12
|
Sales Contract of Common Stock from Ramiro Trevizo Ledezma to ACM
|
3
|
|
10.13
|
Sales Contract of Common Stock from Ramiro Trevizo Gonzales to ACM
|
3
|
|
10.14
|
Amended Agreement – Picacho Property
|
4
|
|
10.15
|
Purchase Agreement – Technical Data
|
4
|
|
10.16
|
Adit’s Incentive Stock Option Plan
|
4
|
|
10.17
|
Adit’s Non-Qualified Stock Option Plan
|
4
|
|
10.18
|
Adit’s Stock Bonus Plan
|
4
|
|
10.19
|
Firma Holdings convertible note with Adit
|
4
|
|
10.20
|
Amended Firma Holdings convertible note with Adit
|
4
|
|
10.21
|
Modified Agreement – Centenario
|
5
|
|
10.22
|
Acquisition Agreement – Centenario’s technical data
|
5
|
|
10.23
|
Acquisition Agreement – La Palma
|
5
|
|
10.24
|
Acquisition Agreement –La Palma’s technical data
|
5
|
|
10.25
|
Acquisition Agreement – La Verde
|
5
|
|
10.26
|
Letter of Intent – Don Roman grouping
|
5
|
|
10.27
|
Acquisition Agreement – Tania Iron Ore property
|
5
|
|
10.28
|
Acquisition Agreement –La Verde’s technical data
|
6
|
|
10.29
|
Subcontractor Agreement – Tania Iron Ore Project
|
6
|
|
10.30
|
Royalty Units – Term Sheet
|
6
|
|
10.31
|
Employment Agreement – Francis R. Biscan, Jr.
|
13
|
|
10.32
|
Employment Agreement – Lynda R. Keeton-Cardno
|
13
|
|
10.33
|
Transfer Agreement between ACM and Amermin – Picacho Fractions properties
|
6
|
|
10.34
|
Royalty Units – Subscription Agreements
|
6
|
|
10.35
|
Carnegie Agreement - Don Roman Property
|
6
|
|
10.36
|
Schedule E to the Carnegie Agreement - Don Roman Property
|
6
|
|
10.37
|
Acquisition Agreement – Las Viboras Dos
|
7
|
|
10.38
|
Acquisition Agreement – Exploitation rights on Champinon
|
7
|
|
10.39
|
Employment Agreement – David Barefoot
|
13
|
|
10.40
|
Acquisition Agreement – El Champinon’s technical data
|
9
|
|
10.41
|
Purchase Agreement among Adit Resources Corp., ACM and Yamana Mexico Holdings B.V.
|
9
|
|
10.42
|
Amended Purchase Agreement among Adit Resources Corp., ACM and Yamana Mexico Holdings B.V.
|
10
|
|
10.43
|
Settlement Agreement and Mutual Release with Carnegie
|
11
|
|
10.44
|
Identifying Numbers for Mining Claims
|
13
|
|
10.45
|
FreshTec (Intellectual Property) Agreement
|
12
|
|
10.46
|
Sale Agreement – The Dixie Mining District
|
13
|
|
10.47
|
Purchase of Sicilian Sun Foods Limited, LLC and subsidiary
|
13
|
|
14
|
Code of Ethics
|
8
|
|
21
|
Subsidiaries
|
4
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
13
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
13
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer
|
13
|
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Financial Officer
|
13
|
|
101.INS
|
XBRL Instance Document
|
13
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
13
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
13
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
13
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
13
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
13
|
|
1
|
Incorporated by reference to the exhibits filed with Firma Holdings’ registration statement on Form SB-2.
|
|
2
|
Incorporated by reference to the same exhibit filed with Firma Holdings’ report on Form 10-K for the year ended October 31, 2008.
|
|
3
|
Incorporated by reference to the same exhibits filed with Firma Holdings’ report on Form 10-K for the year ended December 31, 2009.
|
|
4
|
Incorporated by reference to the same exhibits filed with Firma Holdings’ report on Form 10-K for the year ended December 31, 2010.
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5
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Incorporated by reference to the exhibits filed with Firma Holdings’ report on Form 10-Q for the quarter ended March 31, 2011.
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6
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Incorporated by reference to the exhibits filed with Firma Holdings’ report on Form 10-Q for the quarter ended June 30, 2011.
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7
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Incorporated by reference to the exhibits filed with Firma Holdings’ report on Form 10-Q for the quarter ended September 30, 2011.
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8
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Incorporated by reference to the same exhibits filed with Firma Holdings’ report on Form 10-K for the year ended December 31, 2011.
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9
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Incorporated by reference to the exhibits filed with Firma Holdings’ report on Form 10-Q for the quarter ended June 30, 2012.
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10
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Incorporated by reference to the exhibits filed with Firma Holdings’ report on Form 10-Q for the quarter ended September 30, 2012.
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11
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Incorporated by reference to exhibit filed with Firma Holdings on Form 8-K filed on March 19, 2013.
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12
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Incorporated by reference to exhibit filed with Firma Holdings on Form 10-Q for the quarter ended June 30, 2014.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FIRMA HOLDINGS CORP.
(Registrant)
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Dated: April 15, 2015
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By:
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/s/ Francis Richard Biscan, Jr.
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Francis R. Biscan, Jr., President,
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Chief Executive Officer and Director
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Dated: April 15, 2015
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By:
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/s/ Lynda R. Keeton-Cardno
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Lynda R. Keeton-Cardno, CPA
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Principal Financial and Accounting Officer
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Dated: April 15, 2015
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By:
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/s/ David Barefoot
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David Barefoot
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Director
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Dated: April 15, 2015
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By:
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/s/ Ramiro Trevizo Sr.
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Ramiro Trevizo Sr.
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Director
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68
EXHIBIT 10.31
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 1st day of January 2015, between Firma Holdings Corp. a Nevada corporation (the "Company"), and Francis R. Biscan Jr., an individual (the "Executive"),
RECITALS
WHEREAS, the Executive is desirous of being employed by the Company.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.
2. Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive for the Term (as hereinafter defined), as its Chief Executive Officer. The Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. The Executive will report to the Company’s Board of Directors. It is understood that the Executive has been, and will continue to be, engaged in other business activities, and will manage his own time to fulfill the executive responsibility.
3. Duties During Employment Period. During the "Term" (including any renewals thereof) as defined in Section 5 of this Agreement, the Executive shall:
A. Diligently devote the Executive's time and efforts to the business affairs of the Company and subsidiaries. The Executive shall have such duties and powers that are commensurate and consistent with those of a Chief Executive Officer, subject to the authority and directions of the Company's Chief Board of Directors; and
B. Devote attention and render services to the Company and shall be employed by the Company according to the terms and conditions of this Agreement.
4. Compensation and Benefits
A. Salary. The Executive shall be paid a base salary (the "Base Salary"), payable monthly, in arrears, at an annual rate of $ 276,000.00 .
B. Bonus. As additional compensation, the Executive shall be entitled to receive a bonus ("Bonus") for each fiscal year during the Term, and each Renewal Term, in the amount as to be determined by the Company’s Board of Directors.
C. Employee Benefits. The Executive shall be entitled to participate in all benefit programs of the Company currently existing, or hereafter made available to executives and/or other executive employees, including, but not limited to, pension and other retirement plans, including any 401K Plan, group life insurance, dental, hospitalization, surgical and major medical coverage, sick leave, salary continuation, and holidays, long-term disability, and other fringe benefits.
The Company shall pay all costs, and not less than $2,000 per month, related to dental, optical, hospitalization, surgical and major medical expenses for the Executive and Executive's family. If insurance is provided, the monthly amount will be taken out of the $2,000 per month minimum.
D. Vacation. During each year of the Term, and each year of any Renewal Term, the Executive shall be entitled to 6 weeks of vacation time to be utilized or paid for each year, or accrue and carry over into the following year; provided, however, that the Executive shall evidence reasonable judgment with regard to appropriate vacation scheduling.
E. Business Expense Reimbursement. The Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred directly by the Executive (in accordance with the policies and procedures established by the Company for its executive officers), not less than $2,000.00, including first class accommodations in performing services hereunder.
F. Cellular Telephone. The Company shall provide the Executive with a cellular telephone and a GSM phone that operates in the countries served by the Company, and the Company shall also be responsible for all costs and expenses in connection with such telephones, including, but not limited to, monthly service charges and maintenance, usage charges and long distance, whether these be incurred for personal or Company business.
G. Stock. The Executive shall receive options as may be determined, from time to time, by the Company’s Board of Directors. The Executive shall have the right to sell or transfer any or all of the options, or the shares issuable upon the exercise of the options.
H. Insurance and Disability Payments. The Company agrees to obtain at its sole expense, and for the benefit of the Executive's heirs, life insurance policies on the Executive in the amount of no less than ten (10) times Executive's current rate of salary. Furthermore, the Company agrees to provide, at its sole expense, a disability policy for the Executive which shall provide for payments equal to one hundred percent (100%) of Executive's current salary.
I. Computers. Executive will be provided with a fixed location computer to be selected by the Executive to be used by the Executive at the location selected by Executive. The Company will also provide Executive with a laptop computer to his specification. Executive will have the option to return such computers to the Company upon Executive's employment termination, or at his option, he may retain such computers for his personal benefit upon his departure from the Company.
5. Term. The term of employment hereunder will commence on the Effective Date and end ___3 years__ from such Effective Date (the “Term"), unless terminated pursuant to Section 6, of this Agreement, provided that the Executive and the Company may, upon mutual written consent, renew this Agreement for such duration as may be mutually agreed upon by the parties ("Renewal Term"). For purposes of this Agreement, “Effective Date” shall mean January 30, 2015.
6. Termination of Employment.
A. Death. In the event of the death of the Executive during the Term or Renewal Term of this Agreement, salary shall be paid to the Executive's designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Executive for a period of 1 year from and after the date of death. The Company shall also be obligated to pay to the Executive's estate or heirs, as the case may be, any accrued or bonus authorized by a resolution of the Company’s directors. Other death benefits will be paid in accordance with the terms of the Company's benefit programs and plans pertaining to the Company’s employees generally.
B. Disability.
1. In the event of the Executive's disability, as hereinafter defined, the Executive shall be entitled to receive the Executive's salary for a period, at the annual rate in effect immediately prior to the commencement of disability, for 1 year from the date on which the disability has deemed to occur as hereinafter provided below. Any amounts provided for in this Section 6B shall be offset by any other disability benefits provided to the Executive by the Company, including the benefits contemplated by Section 4H
2. "Disability," for the purposes of this Agreement, shall be deemed to have occurred in the event i) the Executive is unable by reason of sickness or accident to perform the Executive's duties under this Agreement for a cumulative total of twelve (12) weeks within any one calendar year; or
ii) the Executive is unable to perform Executive's duties for ninety (90) consecutive days; or
iii) the Executive has a guardian appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined above.
Anything herein to the contrary notwithstanding, if, following a termination of employment hereunder due to disability as provided above, the Executive becomes re-employed by a third party, whether as an executive or as a consultant, any salary, annual incentive payments or other benefits earned by the Executive from such employment shall offset any salary continuation due to the Executive hereunder commencing with the date of re-employment.
C. Termination by the Company for Cause
1. Nothing herein shall prevent the Company from terminating employment for "Cause" as hereinafter defined. If terminated for Cause, the Executive shall receive salary only for the period ending with the date of such termination as provided in this Section 6C. Any rights and benefits the Executive may have in respect of any other compensation shall end on the date the Employee is terminated for Cause.
2. "Cause" shall mean:
(a) committing or participating in an injurious act of fraud, gross neglect, intentional misrepresentation, or embezzlement against the Company; or
(b) committing or participating in any other injurious act or omission wantonly or willfully against the Company, monetarily or otherwise.
(c) commission of a felony or a crime of moral turpitude.
(d) the refusal to follow the lawful instructions of the Company’s Board of Directors.
(e) any material breach by the Employee of this Agreement.
D. Termination Other than for Cause.
The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6C above, or if Executive's employment is terminated under Sections 6F or 6G hereof, the Company shall continue to be obligated to pay to Executive all salary through the Term, or Renewal Term if any, of this Agreement and any bonuses authorized by a resolution of the Company’s directors and all stock options granted to the executive shall be immediately exercisable .
E. Voluntary Termination.
In the event the Executive terminates the Executive's employment on the Executive's own volition (except as provided in Section 6F and/or Section 6G) prior to the expiration of the Term or Renewal Term of this Agreement), such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in Section 6C.
F. Constructive Termination of Employment.
A termination by the Company without Cause under Section 6D shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive:
1. a significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to Executive's position as described in Section 3;
2. a change in Executive's principal office to a location more than 60 miles from the Executive’s place of employment on the Effective Date.
3. A material breach of this Agreement by the Company;
4. A material reduction of the Executive's benefits under any employee benefit plan, program or arrangement (for Executive individually or as part of a group) of the Company, which reduction shall not apply to similarly situated employees of the Company; or
G. Termination Following a Change of Control.
1. In the event that a "Change in Control," as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event.
2. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control:
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a)
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the occurrence of any of the following:
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i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or
ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or
iii) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise disposed of by the Company (including the stock of a subsidiary of the Company).
Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.
7. Non-Disclosure of Confidential Information, Non-Compete.
A. Executive acknowledges that the Company's trade secrets, private or secret processes, as they exist from time to time, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyright, trademark, proprietary information, formulae, protocols, forms, procedures, methods for operating the Company's business, acquisitions, practices, plans and information pertaining to the Company’s properties, and other information of a confidential nature not known publicly (collectively, the "Confidential Information") are valuable, special and unique assets of the Company, access to and knowledge of which have been gained by the Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company, shall be considered confidential.
B. The Executive agrees that the Executive shall:
1) hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company;
2) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information;
3) take such protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information.
C. Excluded from the Confidential Information, and therefore not subject to the provisions of this Agreement, shall be any information which the Executive can show:
1) at the time of disclosure, is in the public domain; or
2) after the disclosure, enters the public domain by way of printed publication through no fault of the Executive; or
3) was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Company; or
4) was acquired, after disclosure, from a third party who did not receive it from the Company, and who had the right to disclose the information without any obligation to hold such information confidential.
D. Upon written request of the Company, Executive shall return to the Company all written materials containing Confidential Information.
E. Executive agrees that he will not, during the term of this Agreement and for a period of 3 months from and after the date of termination of this Agreement, directly or indirectly, (i) knowingly acquire or own in any manner any interest in any entity which competes for properties with the Company, or any of its subsidiaries or affiliates, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any entity which competes for properties with the Company or its subsidiaries or affiliates, or (iii) acquire, directly or through an entity affiliated with the Executive, an interest in any property which is located within 2.486 miles or 4 Kilometers of any property owned by the Company or which is under consideration by the Company. The foregoing provisions of this Section 7E shall not prevent the Executive from acquiring and owning not more than 5% of the equity securities of any entity whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.
8. Covenants as Essential Elements of this Agreements; Survival of Covenants.
It is understood by and between the parties hereto that the foregoing covenants by Executive contained in Section 7 of this Agreement shall be construed to be agreements independent of any other element of Executive's relationship with the Company. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties, shall not constitute a defense to the enforcement of the covenants in Section 7 of this Agreement against Executive.
9. Remedies and Enforcement.
A. Executive acknowledges and agrees that the Company's remedy at law for a breach of any of the provisions of Section 7 herein would be inadequate and the breach shall be per se deemed as causing irreparable harm to the Company. In recognition of this fact, in the event of a breach by Executive of any of the provisions of Section 7, Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company.
B. It is further expressly understood and agreed that the provisions of this Agreement shall apply whether this Agreement is terminated by Company or Executive or upon its expiration or termination.
C. Nothing herein contained shall be construed as prohibiting Company or Executive from pursuing any other remedies available to it/ him for any breach or default of this Agreement.
10. Arbitration-Attorneys' Fees.
Any claims or disputes in any way involving this Agreement will be settled through binding arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In connection with any such arbitration proceeding, or any litigation arising out of the enforcement of this Agreement or for its interpretation, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees, The Company will advance to the Executive of $10,000.00, if the Company commences an arbitration or legal proceeding as a result of this Agreement to cover Executive's legal costs and will continue to fund Executive's legal defense fees to the extent required to defend against the Company's actions. In addition, the Company agrees to pay for any and all legal work or representation required to defend and or settle any claims made by or against Executive as a result of his employment with the Company, while this Agreement is in effect or any time thereafter.
11. Freedom to Contract.
The Executive represents and warrants that the Executive has the right to negotiate and enter into this Agreement, and that this Agreement does not breach, interfere with or conflict with any other existing contractual agreement
12. Effect on Prior Agreements.
This Agreement supersedes any and all prior oral or written agreements, concerning the subject matter hereof, in their entirety between the parties, which shall be void and of no further force and effect after the date of this Agreement.
13. Notices.
All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid electronic transmission or mailed first class, postage prepaid, by registered or certified mail or delivered by an overnight courier service (notices sent by electronic transmission, mail or courier service shall be deemed to have been given on the date sent), as follows (or to such other address as either party shall designate by notice in writing to the other):
If to the Company:
Firma Holdings Corp.
181 N. Arroyo Grande Blvd., Ste 140B
Henderson, NV 89074
If to the Executive:
Francis R Biscan Jr.
2162 Acorn Ct.
Wheaton, IL 60189
14. Waiver.
Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provision hereunder shall not affect its rights thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder.
15. Complete Agreement.
This Agreement contains the entire agreement between the parties hereto with respect to the contents hereof and supersedes all prior agreements and understandings between the parties with respect to such matters, whether written or oral. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or amended in any manner other than by an instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge or amendment is sought.
16. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one agreement.
17. Binding Effect/Assignment.
This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be assignable by the Executive but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company's affiliates controlled by or under common control with the Company, with the written approval of Executive.
18. Governing Law, Venue, Waiver of Jury Trial.
The parties agree that this Agreement shall be deemed made and entered into in the State of Nevada and shall be governed and construed under and in accordance with the laws of the State of Nevada without giving effect to any principles of conflicts of law. Company and Executive acknowledge and agree that the Judicial Circuit, shall be the exclusive venue and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. The parties further agree and hereby waive and release any right to a trial by jury in any action arising out of the interpretation, enforcement or breach of this Agreement.
19. Headings.
The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
20. Survival.
Any termination of this Agreement shall not affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms.
21. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
22. Construction.
This Agreement shall be constructed within the fair meaning of each of its terms and not against the party drafting the document.
23. Service Restriction.
Nothing in this Agreement will prevent or restrict Executive from serving on the Board of Directors of any public or private companies and receive compensation from such service.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
FIRMA HOLDINGS CORP.
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By:
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David Barefoot - Director |
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| Employee: |
/s/ Francis R. Biscan Jr. |
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Francis R. Biscan Jr.
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EXHIBIT 10.32
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 1st day of January 2015, between Firma Holdings Corp. a Nevada corporation (the "Company"), and Lynda Keeton-Cardno, an individual (the "Executive"),
RECITALS
WHEREAS, the Executive is desirous of being employed by the Company.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.
2. Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive for the Term (as hereinafter defined), as its Chief Financial Officer. The Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. The Executive will report to the Chief Executive Officer and the Company’s Board of Directors. It is understood that the Executive is less than full time and has been, and will continue to be, engaged in other business activities, and will manage her own time to fulfill the executive responsibility.
3. Duties During Employment Period. During the "Term" (including any renewals thereof) as defined in Section 5 of this Agreement, the Executive shall:
A. Diligently devote the Executive's time and efforts to the business affairs of the Company and subsidiaries. The Executive shall have such duties and powers that are commensurate and consistent with those of a Chief Financial Officer, subject to the authority and directions of the Company's Board of Directors; and
B. Devote attention and render services to the Company and shall be employed by the Company according to the terms and conditions of this Agreement.
4. Compensation and Benefits
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A. Salary. The Executive shall be paid a base salary (the "Base Salary"), payable monthly, in arrears, at an annual rate of $65,000.00 .
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B. Bonus. As additional compensation, the Executive shall be entitled to receive a bonus ("Bonus") for each fiscal year during the Term, and each Renewal Term, in the amount as to be determined by the Company’s Board of Directors.
C. Employee Benefits. Do not exist for employees working part-time.
D. Stock. The Executive shall receive options as may be determined, from time to time, by the Company’s Board of Directors. The Executive shall have the right to sell or transfer any or all of the options, or the shares issuable upon the exercise of the options.
5. Term. The term of employment hereunder will commence on the Effective Date and end on the calendar year (the “Term"), unless terminated pursuant to Section 6, of this Agreement, provided that the Executive and the Company may, upon mutual written consent, renew this Agreement for such duration as may be mutually agreed upon by the parties ("Renewal Term"). For purposes of this Agreement, “Effective Date” shall mean January 30th, 2015.
6. Termination of Employment.
A. Death. In the event of the death of the Executive during the Term or Renewal Term of this Agreement, salary shall be paid to the Executive's designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Executive for a period of 1 mo from and after the date of death. The Company shall also be obligated to pay to the Executive's estate or heirs, as the case may be, any accrued or bonus authorized by a resolution of the Company’s directors. Other death benefits will be paid in accordance with the terms of the Company's benefit programs and plans pertaining to the Company’s employees generally.
B. Disability.
1. In the event of the Executive's disability, as hereinafter defined, the Executive shall be entitled to receive the Executive's salary for a period, at the annual rate in effect immediately prior to the commencement of disability, for 1 mo from the date on which the disability has deemed to occur as hereinafter provided below. Any amounts provided for in this Section 6B shall be offset by any other disability benefits provided to the Executive by the Company, including the benefits contemplated by Section 4H
2. "Disability," for the purposes of this Agreement, shall be deemed to have occurred in the event i) the Executive is unable by reason of sickness or accident to perform the Executive's duties under this Agreement for a cumulative total of twelve (12) weeks within any one calendar year; or
ii) the Executive is unable to perform Executive's duties for ninety (90) consecutive days; or
iii) the Executive has a guardian appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined above.
Anything herein to the contrary notwithstanding, if, following a termination of employment hereunder due to disability as provided above, the Executive becomes re-employed by a third party, whether as an executive or as a consultant, any salary, annual incentive payments or other benefits earned by the Executive from such employment shall offset any salary continuation due to the Executive hereunder commencing with the date of re-employment.
C. Termination by the Company for Cause
1. Nothing herein shall prevent the Company from terminating employment for "Cause" as hereinafter defined. If terminated for Cause, the Executive shall receive salary only for the period ending with the date of such termination as provided in this Section 6C. Any rights and benefits the Executive may have in respect of any other compensation shall end on the date the Employee is terminated for Cause.
2. "Cause" shall mean:
(a) committing or participating in an injurious act of fraud, gross neglect, intentional misrepresentation, or embezzlement against the Company; or
(b) committing or participating in any other injurious act or omission wantonly or willfully against the Company, monetarily or otherwise.
(c) commission of a felony or a crime of moral turpitude.
(d) the refusal to follow the lawful instructions of the Company’s Board of Directors.
(e) any material breach by the Employee of this Agreement.
D. Termination Other than for Cause.
The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6C above, or if Executive's employment is terminated under Sections 6F or 6G hereof, the Company shall continue to be obligated to pay to Executive all salary through the Term, or Renewal Term if any, of this Agreement and any bonuses authorized by a resolution of the Company’s directors and all stock options granted to the executive shall be immediately exercisable .
E. Voluntary Termination.
In the event the Executive terminates the Executive's employment on the Executive's own volition (except as provided in Section 6F and/or Section 6G) prior to the expiration of the Term or Renewal Term of this Agreement), such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in Section 6C.
F. Constructive Termination of Employment.
A termination by the Company without Cause under Section 6D shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive:
1. a significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to Executive's position as described in Section 3;
2. a change in Executive's principal office to a location more than 60 miles from the Executive’s place of employment on the Effective Date.
3. A material breach of this Agreement by the Company;
4. A material reduction of the Executive's benefits under any employee benefit plan, program or arrangement (for Executive individually or as part of a group) of the Company, which reduction shall not apply to similarly situated employees of the Company; or
G. Termination Following a Change of Control.
1. In the event that a "Change in Control," as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event.
2. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control:
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a)
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the occurrence of any of the following:
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i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or
ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or
iii) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise disposed of by the Company (including the stock of a subsidiary of the Company).
Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.
7. Non-Disclosure of Confidential Information, Non-Compete.
A. Executive acknowledges that the Company's trade secrets, private or secret processes, as they exist from time to time, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyright, trademark, proprietary information, formulae, protocols, forms, procedures, methods for operating the Company's business, acquisitions, practices, plans and information pertaining to the Company’s properties, and other information of a confidential nature not known publicly (collectively, the "Confidential Information") are valuable, special and unique assets of the Company, access to and knowledge of which have been gained by the Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company, shall be considered confidential.
B. The Executive agrees that the Executive shall:
1) hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company;
2) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information;
3) take such protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information.
C. Excluded from the Confidential Information, and therefore not subject to the provisions of this Agreement, shall be any information which the Executive can show:
1) at the time of disclosure, is in the public domain; or
2) after the disclosure, enters the public domain by way of printed publication through no fault of the Executive; or
3) was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Company; or
4) was acquired, after disclosure, from a third party who did not receive it from the Company, and who had the right to disclose the information without any obligation to hold such information confidential.
D. Upon written request of the Company, Executive shall return to the Company all written materials containing Confidential Information.
E. Executive agrees that she will not, during the term of this Agreement and for a period of 6 months from and after the date of termination of this Agreement, directly or indirectly, (i) knowingly acquire or own in any manner any interest in any entity which competes for properties with the Company, or any of its subsidiaries or affiliates, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any entity which competes for properties with the Company or its subsidiaries or affiliates, or (iii) acquire, directly or through an entity affiliated with the Executive, an interest in any property which is located within 2.486 miles or 4 Kilometers of any property owned by the Company or which is under consideration by the Company. The foregoing provisions of this Section 7E shall not prevent the Executive from acquiring and owning not more than 5% of the equity securities of any entity whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.
8. Covenants as Essential Elements of this Agreements; Survival of Covenants.
It is understood by and between the parties hereto that the foregoing covenants by Executive contained in Section 7 of this Agreement shall be construed to be agreements independent of any other element of Executive's relationship with the Company. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties, shall not constitute a defense to the enforcement of the covenants in Section 7 of this Agreement against Executive.
9. Remedies and Enforcement.
A. Executive acknowledges and agrees that the Company's remedy at law for a breach of any of the provisions of Section 7 herein would be inadequate and the breach shall be per se deemed as causing irreparable harm to the Company. In recognition of this fact, in the event of a breach by Executive of any of the provisions of Section 7, Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company.
B. It is further expressly understood and agreed that the provisions of this Agreement shall apply whether this Agreement is terminated by Company or Executive or upon its expiration or termination.
C. Nothing herein contained shall be construed as prohibiting Company or Executive from pursuing any other remedies available to it/ her for any breach or default of this Agreement.
10. Arbitration-Attorneys' Fees.
Any claims or disputes in any way involving this Agreement will be settled through binding arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In connection with any such arbitration proceeding, or any litigation arising out of the enforcement of this Agreement or for its interpretation, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees, The Company will advance to the Executive of $10,000.00, if the Company commences an arbitration or legal proceeding as a result of this Agreement to cover Executive's legal costs and will continue to fund Executive's legal defense fees to the extent required to defend against the Company's actions. In addition, the Company agrees to pay for any and all legal work or representation required to defend and or settle any claims made by or against Executive as a result of his employment with the Company, while this Agreement is in effect or any time thereafter.
11. Freedom to Contract.
The Executive represents and warrants that the Executive has the right to negotiate and enter into this Agreement, and that this Agreement does not breach, interfere with or conflict with any other existing contractual agreement
12. Effect on Prior Agreements.
This Agreement supersedes any and all prior oral or written agreements, concerning the subject matter hereof, in their entirety between the parties, which shall be void and of no further force and effect after the date of this Agreement.
13. Notices.
All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid electronic transmission or mailed first class, postage prepaid, by registered or certified mail or delivered by an overnight courier service (notices sent by electronic transmission, mail or courier service shall be deemed to have been given on the date sent), as follows (or to such other address as either party shall designate by notice in writing to the other):
If to the Company:
Firma Holdings Corp.
181 N. Arroyo Grande Blvd., Ste 140B
Henderson, NV 89074
If to the Executive:
Lynda Keeton-Cardno
185 Bethany St.
Henderson, NV 89074
14. Waiver.
Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provision hereunder shall not affect its rights thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder.
15. Complete Agreement.
This Agreement contains the entire agreement between the parties hereto with respect to the contents hereof and supersedes all prior agreements and understandings between the parties with respect to such matters, whether written or oral. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or amended in any manner other than by an instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge or amendment is sought.
16. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one agreement.
17. Binding Effect/Assignment.
This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be assignable by the Executive but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company's affiliates controlled by or under common control with the Company, with the written approval of Executive.
18. Governing Law, Venue, Waiver of Jury Trial.
The parties agree that this Agreement shall be deemed made and entered into in the State of Nevada and shall be governed and construed under and in accordance with the laws of the State of Nevada without giving effect to any principles of conflicts of law. Company and Executive acknowledge and agree that the Judicial Circuit, shall be the exclusive venue and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. The parties further agree and hereby waive and release any right to a trial by jury in any action arising out of the interpretation, enforcement or breach of this Agreement.
19. Headings.
The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
20. Survival.
Any termination of this Agreement shall not affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms.
21. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
22. Construction.
This Agreement shall be constructed within the fair meaning of each of its terms and not against the party drafting the document.
23. Service Restriction.
Nothing in this Agreement will prevent or restrict Executive from serving on the Board of Directors of any public or private companies and receive compensation from such service.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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FIRMA HOLDINGS CORP.
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By
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David Barefoot - Director
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/s/ Lynda R. Keeton-Cardno
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Lynda Keeton-Cardno
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6
EXHIBIT 10.39
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 1st day of January 2015, between Firma Holdings Corp. a Nevada corporation (the "Company"), and David Barefoot, an individual (the "Executive"),
RECITALS
WHEREAS, the Executive is desirous of being employed by the Company.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.
2. Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive for the Term (as hereinafter defined), as its Chief Executive Officer. The Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. The Executive will report to the Company’s Board of Directors. It is understood that the Executive has been, and will continue to be, engaged in other business activities, and will manage his own time to fulfill the executive responsibility.
3. Duties During Employment Period. During the "Term" (including any renewals thereof) as defined in Section 5 of this Agreement, the Executive shall:
A. Diligently devote the Executive's time and efforts to the business affairs of the Company and subsidiaries. The Executive shall have such duties and powers that are commensurate and consistent with those of a Chief Executive Officer, subject to the authority and directions of the Company's Chief Board of Directors; and
B. Devote attention and render services to the Company and shall be employed by the Company according to the terms and conditions of this Agreement.
4. Compensation and Benefits
A. Salary. The Executive shall be paid a base salary (the "Base Salary"), payable monthly, in arrears, at an annual rate of $ 204,000.00 .
B. Bonus. As additional compensation, the Executive shall be entitled to receive a bonus ("Bonus") for each fiscal year during the Term, and each Renewal Term, in the amount as to be determined by the Company’s Board of Directors.
C. Employee Benefits. The Executive shall be entitled to participate in all benefit programs of the Company currently existing, or hereafter made available to executives and/or other executive employees, including, but not limited to, pension and other retirement plans, including any 401K Plan, group life insurance, dental, hospitalization, surgical and major medical coverage, sick leave, salary continuation, and holidays, long-term disability, and other fringe benefits.
The Company shall pay all costs, and not less than $2,000 per month, related to dental, optical, hospitalization, surgical and major medical expenses for the Executive and Executive's family. If insurance is provided, the monthly amount will be taken out of the $2,000 per month minimum.
D. Vacation. During each year of the Term, and each year of any Renewal Term, the Executive shall be entitled to 5 weeks of vacation time to be utilized or paid for each year, or accrue and carry over into the following year; provided, however, that the Executive shall evidence reasonable judgment with regard to appropriate vacation scheduling.
E. Business Expense Reimbursement. The Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred directly by the Executive (in accordance with the policies and procedures established by the Company for its executive officers), not less than $2,000.00, including first class accommodations in performing services hereunder.
F. Cellular Telephone. The Company shall provide the Executive with a cellular telephone and a GSM phone that operates in the countries served by the Company, and the Company shall also be responsible for all costs and expenses in connection with such telephones, including, but not limited to, monthly service charges and maintenance, usage charges and long distance, whether these be incurred for personal or Company business.
G. Stock. The Executive shall receive options as may be determined, from time to time, by the Company’s Board of Directors. The Executive shall have the right to sell or transfer any or all of the options, or the shares issuable upon the exercise of the options.
H. Insurance and Disability Payments. The Company agrees to obtain at its sole expense, and for the benefit of the Executive's heirs, life insurance policies on the Executive in the amount of no less than ten (10) times Executive's current rate of salary. Furthermore, the Company agrees to provide, at its sole expense, a disability policy for the Executive which shall provide for payments equal to one hundred percent (100%) of Executive's current salary.
I. Computers. Executive will be provided with a fixed location computer to be selected by the Executive to be used by the Executive at the location selected by Executive. The Company will also provide Executive with a laptop computer to his specification. Executive will have the option to return such computers to the Company upon Executive's employment termination, or at his option, he may retain such computers for his personal benefit upon his departure from the Company.
5. Term. The term of employment hereunder will commence on the Effective Date and end ___3 years__ from such Effective Date (the “Term"), unless terminated pursuant to Section 6, of this Agreement, provided that the Executive and the Company may, upon mutual written consent, renew this Agreement for such duration as may be mutually agreed upon by the parties ("Renewal Term"). For purposes of this Agreement, “Effective Date” shall mean January 30, 2015.
6. Termination of Employment.
A. Death. In the event of the death of the Executive during the Term or Renewal Term of this Agreement, salary shall be paid to the Executive's designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Executive for a period of 1 year from and after the date of death. The Company shall also be obligated to pay to the Executive's estate or heirs, as the case may be, any accrued or bonus authorized by a resolution of the Company’s directors. Other death benefits will be paid in accordance with the terms of the Company's benefit programs and plans pertaining to the Company’s employees generally.
B. Disability.
1. In the event of the Executive's disability, as hereinafter defined, the Executive shall be entitled to receive the Executive's salary for a period, at the annual rate in effect immediately prior to the commencement of disability, for 1 year from the date on which the disability has deemed to occur as hereinafter provided below. Any amounts provided for in this Section 6B shall be offset by any other disability benefits provided to the Executive by the Company, including the benefits contemplated by Section 4H
2. "Disability," for the purposes of this Agreement, shall be deemed to have occurred in the event i) the Executive is unable by reason of sickness or accident to perform the Executive's duties under this Agreement for a cumulative total of twelve (12) weeks within any one calendar year; or
ii) the Executive is unable to perform Executive's duties for ninety (90) consecutive days; or
iii) the Executive has a guardian appointed by a court of competent jurisdiction. Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of disability as defined above.
Anything herein to the contrary notwithstanding, if, following a termination of employment hereunder due to disability as provided above, the Executive becomes re-employed by a third party, whether as an executive or as a consultant, any salary, annual incentive payments or other benefits earned by the Executive from such employment shall offset any salary continuation due to the Executive hereunder commencing with the date of re-employment.
C. Termination by the Company for Cause
1. Nothing herein shall prevent the Company from terminating employment for "Cause" as hereinafter defined. If terminated for Cause, the Executive shall receive salary only for the period ending with the date of such termination as provided in this Section 6C. Any rights and benefits the Executive may have in respect of any other compensation shall end on the date the Employee is terminated for Cause.
2. "Cause" shall mean:
(a) committing or participating in an injurious act of fraud, gross neglect, intentional misrepresentation, or embezzlement against the Company; or
(b) committing or participating in any other injurious act or omission wantonly or willfully against the Company, monetarily or otherwise.
(c) commission of a felony or a crime of moral turpitude.
(d) the refusal to follow the lawful instructions of the Company’s Board of Directors.
(e) any material breach by the Employee of this Agreement.
D. Termination Other than for Cause.
The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6C above, or if Executive's employment is terminated under Sections 6F or 6G hereof, the Company shall continue to be obligated to pay to Executive all salary through the Term, or Renewal Term if any, of this Agreement and any bonuses authorized by a resolution of the Company’s directors and all stock options granted to the executive shall be immediately exercisable .
E. Voluntary Termination.
In the event the Executive terminates the Executive's employment on the Executive's own volition (except as provided in Section 6F and/or Section 6G) prior to the expiration of the Term or Renewal Term of this Agreement), such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in Section 6C.
F. Constructive Termination of Employment.
A termination by the Company without Cause under Section 6D shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive:
1. a significant change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to Executive's position as described in Section 3;
2. a change in Executive's principal office to a location more than 60 miles from the Executive’s place of employment on the Effective Date.
3. A material breach of this Agreement by the Company;
4. A material reduction of the Executive's benefits under any employee benefit plan, program or arrangement (for Executive individually or as part of a group) of the Company, which reduction shall not apply to similarly situated employees of the Company; or
G. Termination Following a Change of Control.
1. In the event that a "Change in Control," as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event.
2. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control:
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a)
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the occurrence of any of the following:
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i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or
ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or
iii) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise disposed of by the Company (including the stock of a subsidiary of the Company).
Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.
7. Non-Disclosure of Confidential Information, Non-Compete.
A. Executive acknowledges that the Company's trade secrets, private or secret processes, as they exist from time to time, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyright, trademark, proprietary information, formulae, protocols, forms, procedures, methods for operating the Company's business, acquisitions, practices, plans and information pertaining to the Company’s properties, and other information of a confidential nature not known publicly (collectively, the "Confidential Information") are valuable, special and unique assets of the Company, access to and knowledge of which have been gained by the Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company, shall be considered confidential.
B. The Executive agrees that the Executive shall:
1) hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company;
2) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information;
3) take such protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information.
C. Excluded from the Confidential Information, and therefore not subject to the provisions of this Agreement, shall be any information which the Executive can show:
1) at the time of disclosure, is in the public domain; or
2) after the disclosure, enters the public domain by way of printed publication through no fault of the Executive; or
3) was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Company; or
4) was acquired, after disclosure, from a third party who did not receive it from the Company, and who had the right to disclose the information without any obligation to hold such information confidential.
D. Upon written request of the Company, Executive shall return to the Company all written materials containing Confidential Information.
E. Executive agrees that he will not, during the term of this Agreement and for a period of 3 months from and after the date of termination of this Agreement, directly or indirectly, (i) knowingly acquire or own in any manner any interest in any entity which competes for properties with the Company, or any of its subsidiaries or affiliates, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any entity which competes for properties with the Company or its subsidiaries or affiliates, or (iii) acquire, directly or through an entity affiliated with the Executive, an interest in any property which is located within 2.486 miles or 4 Kilometers of any property owned by the Company or which is under consideration by the Company. The foregoing provisions of this Section 7E shall not prevent the Executive from acquiring and owning not more than 5% of the equity securities of any entity whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.
8. Covenants as Essential Elements of this Agreements; Survival of Covenants.
It is understood by and between the parties hereto that the foregoing covenants by Executive contained in Section 7 of this Agreement shall be construed to be agreements independent of any other element of Executive's relationship with the Company. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties, shall not constitute a defense to the enforcement of the covenants in Section 7 of this Agreement against Executive.
9. Remedies and Enforcement.
A. Executive acknowledges and agrees that the Company's remedy at law for a breach of any of the provisions of Section 7 herein would be inadequate and the breach shall be per se deemed as causing irreparable harm to the Company. In recognition of this fact, in the event of a breach by Executive of any of the provisions of Section 7, Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company.
B. It is further expressly understood and agreed that the provisions of this Agreement shall apply whether this Agreement is terminated by Company or Executive or upon its expiration or termination.
C. Nothing herein contained shall be construed as prohibiting Company or Executive from pursuing any other remedies available to it/ him for any breach or default of this Agreement.
10. Arbitration-Attorneys' Fees.
Any claims or disputes in any way involving this Agreement will be settled through binding arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In connection with any such arbitration proceeding, or any litigation arising out of the enforcement of this Agreement or for its interpretation, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees, The Company will advance to the Executive of $10,000.00, if the Company commences an arbitration or legal proceeding as a result of this Agreement to cover Executive's legal costs and will continue to fund Executive's legal defense fees to the extent required to defend against the Company's actions. In addition, the Company agrees to pay for any and all legal work or representation required to defend and or settle any claims made by or against Executive as a result of his employment with the Company, while this Agreement is in effect or any time thereafter.
11. Freedom to Contract.
The Executive represents and warrants that the Executive has the right to negotiate and enter into this Agreement, and that this Agreement does not breach, interfere with or conflict with any other existing contractual agreement
12. Effect on Prior Agreements.
This Agreement supersedes any and all prior oral or written agreements, concerning the subject matter hereof, in their entirety between the parties, which shall be void and of no further force and effect after the date of this Agreement.
13. Notices.
All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid electronic transmission or mailed first class, postage prepaid, by registered or certified mail or delivered by an overnight courier service (notices sent by electronic transmission, mail or courier service shall be deemed to have been given on the date sent), as follows (or to such other address as either party shall designate by notice in writing to the other):
If to the Company:
Firma Holdings Corp.
181 N. Arroyo Grande Blvd., Ste 140B
Henderson, NV 89074
If to the Executive:
David Barefoot
240 Columbus Circle
Longwood, FL 32750
14. Waiver.
Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provision hereunder shall not affect its rights thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder.
15. Complete Agreement.
This Agreement contains the entire agreement between the parties hereto with respect to the contents hereof and supersedes all prior agreements and understandings between the parties with respect to such matters, whether written or oral. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or amended in any manner other than by an instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge or amendment is sought.
16. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one agreement.
17. Binding Effect/Assignment.
This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be assignable by the Executive but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company's affiliates controlled by or under common control with the Company, with the written approval of Executive.
18. Governing Law, Venue, Waiver of Jury Trial.
The parties agree that this Agreement shall be deemed made and entered into in the State of Nevada and shall be governed and construed under and in accordance with the laws of the State of Nevada without giving effect to any principles of conflicts of law. Company and Executive acknowledge and agree that the Judicial Circuit, shall be the exclusive venue and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. The parties further agree and hereby waive and release any right to a trial by jury in any action arising out of the interpretation, enforcement or breach of this Agreement.
19. Headings.
The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
20. Survival.
Any termination of this Agreement shall not affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms.
21. Severabililty.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
22. Construction.
This Agreement shall be constructed within the fair meaning of each of its terms and not against the party drafting the document.
23. Service Restriction.
Nothing in this Agreement will prevent or restrict Executive from serving on the Board of Directors of any public or private companies and receive compensation from such service.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
FIRMA HOLDINGS CORP.
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/s/ Francis R. Biscan Jr. |
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Francis R. Biscan Jr.- Director
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Identifying Numbers for Mining Claims
Identifying data for:
Don Roman Grouping Concessions:
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DON ROMAN
GROUPING
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TITLE
NUMBER
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EXPIRATION
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María de Lourdes
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208524
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11/24/2048
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La Nuvia
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217789
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8/23/2052
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Nuvia 2
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218519
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11/5/2052
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Santa Lucía
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222489
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7/16/2054
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Don Román
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226470
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2/28/2047
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La Víbora
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218590
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11/22/2052
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La Amapita
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222496
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7/16/2054
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Elizabeth
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228090
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9/29/2056
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Montaña de Cobre
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229039
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2/28/2057
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El Sabino
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229041
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2/28/2057
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Cobriza
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229043
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2/28/2057
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El Oro
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230342
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8/16/2057
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La Reforma
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230886
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10/26/2057
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El Mono
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229013
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2/27/2057
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Reyna
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229014
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2/27/2057
|
|
Centenario
|
229015
|
2/27/2057
|
|
La Verde
|
230121
|
7/20/2057
|
|
El Mono
|
231261
|
1/25/2058
|
|
El Sol
|
231262
|
1/25/2058
|
|
El Oro
|
234184
|
6/5/2059
|
|
Sanaloya
|
235307
|
11/6/2059
|
|
Sanaloya Fracción A
|
235308
|
11/6/2059
|
|
La Verde 3
|
230341
|
8/16/2057
|
|
La Verde 4
|
233630
|
3/27/2059
|
|
La Verde 6
|
233738
|
4/8/2059
|
|
El Pino
|
233203
|
12/18/2058
|
|
Choix
|
236500
|
7/6/2060
|
|
La Palma
|
236501
|
7/6/2060
|
|
Mina El Rosario
|
238559
|
9/23/2061
|
|
La Verde 5
|
237983
|
6/30/2061
|
Pichaco Grouping Concessions:
|
PICACHO
GROUPING
|
TITLE
NUMBER
|
EXPIRATION
|
| |
|
|
|
El Picacho
|
161838
|
7/4/2025
|
|
Unificación Rey de Oro
|
206327
|
11/28/2047
|
|
Mis Recuerdos
|
214776
|
11/29/2051
|
|
Picacho II
|
218818
|
1/21/2053
|
|
Dos Amigos
|
222511
|
7/20/2054
|
|
Picacho II
|
222789
|
8/31/2054
|
|
El Picacho I
|
222925
|
9/21/2054
|
|
Crestón
|
226154
|
11/18/2055
|
|
Picacho Fracc. I
|
230553
|
9/20/2057
|
|
Picacho Fracc. II
|
230554
|
9/20/2057
|
|
Picacho Fracc.
|
230555
|
9/20/2057
|
EXHIBIT 10.46
PURCHASE AGREEMENT
THIS AGREEMENT is made this 11th day of February, 2015
AMONG:
Firma Holdings Corp., a corporation incorporated under the laws of Nevada (“Firma”)
- and -
Springbok Inc. a corporation incorporated under the laws of Nevada (“Springbok”)
WHEREAS:
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A.
|
Firma holds rights, interest and options, as is, in and to all of the real property or mineral interests located in the County of Idaho and State of Idaho as set forth in Schedule “A” attached hereto (the “Property”).
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B.
|
Firma has agreed to sell fee simple title to the property described in Schedule “A", and Springbok has agreed to purchase fee simple title to the property described in Schedule “A", as well as any and all of Firma’s mineral interests, and rights in the Property.
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FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions. In this Agreement,
“Applicable Law” has the meaning ascribed thereto in Section 1.6;
“Business Day” means any day of the week other than a Saturday, Sunday or day on which banks in New York, New York are authorized or obligated by law to close or are generally closed;
“Closing Date” means February, 2, 2015, or such other Business Day as the Parties agree in writing as the date that the Closing will take place;
“Closing Time” means 11:00 am (Mountain Standard Time) on the Closing Date, or such other time on the Closing Date as the Parties agree in writing that the Closing will take place;
“Disputing Party” has the meaning ascribed thereto in Section 8.2(a);
“Disputing Notice” has the meaning ascribed thereto in Section 8.2(a);
“Included Assets” means:,
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|
(a)
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The Property as described in Schedule “A”,
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|
|
(b)
|
All mining claims associated with the Property described in Schedule “A”.
|
“including” means “including without limitation” and the term “including” shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;
“Parties” means Firma and Springbok (collectively, the “Parties” and each a “Party”), and “Party” means any of them;
“Purchasers” means, collectively, Springbok and/or Nominee or any of its subsidiaries or any surviving entity into which the Property is transferred;
“Responding Party” has the meaning ascribed thereto in Section 8.2(b);
“Rules” has the meaning ascribed thereto in Section 8.1; and
“Sellers” means, collectively Firma or any of its subsidiaries.
1.2 Statutes
Unless specified otherwise, reference in this Agreement to a statute or statutory provision refers to that statute or statutory provision as it may be amended, or to any restated or successor statute or statutory provision of comparable effect. A reference to a statue includes any statutory instruments, rules and regulations made under such statute
1.3 Headings and References
The division of this Agreement into articles, sections, subsections and schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The article, section, subsection and schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and are not to be considered part of this Agreement. All uses of the words “hereto”, “herein”, “hereof”, “hereby” and “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular section or portion of it. References to an Article, Section, Subsection or Schedule refer to the applicable article, section, subsection or schedule of this Agreement unless otherwise specifically provided.
1.4 Number and Gender
In this Agreement, words in the singular include the plural and vice-versa and words in one gender include all genders.
1.5 Schedules
The following Schedules form part of this Agreement:
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Schedule “A”
Schedule “B”
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The Property
Known Property Related Project Debt
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1.6 Applicable Law
This Agreement will be governed by and construed under the laws of the state of Nevada of the United States of America without regard to conflicts of laws principles (herein, “Applicable Law”).
1.7 Currency
Unless specified otherwise, all statements of or references to dollar amounts in this Agreement are to United States dollars.
1.8 Performance on Holidays
If any action is required to be taken pursuant to this Agreement on or by a specified date which is not a Business Day, then such action will be valid if taken on or by the next Business Day.
1.9 Calculation of Time
In this Agreement, a period of days will be deemed to begin on the first day after the event which began the period and to end at 6:00 p.m. (Mountain Standard Time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period will terminate at 6:00 p.m. (Mountain Standard Time) on the next Business Day.
ARTICLE 2
PURCHASE AND SALE OF PURCHASED ASSETS
2.1 Purchase and Sale of the Property
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(a)
|
On and subject to the terms and conditions set forth in this Agreement, the Sellers agree to sell and the Purchasers agree to purchase the Property for the consideration set forth in Section 2.2.
|
|
|
(b)
|
The Parties acknowledge and agree that all structures and other assets located on the Property, other than the Included Assets, shall remain the property of Firma. Within 9 months of the date of the Agreement, Firma shall have the option to remove all assets from the Property, except the Included Assets, in such manner as to avoid any damage to the property or any disruption of the operations to be conducted by Springbok on the Property.
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2.2 Consideration
Total consideration for the Purchased Assets shall be
|
|
(a)
|
450,000 payable and $130,000 to reimburse and/or satisfy items listed in Schedule “B” to the Purchasers as follows:
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|
|
(i)
|
$5,000 to Firma concurrent with the signing of this Agreement;
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|
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(ii)
|
$5,000 to Firma within twenty (20) days of signing of this Agreement;
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|
|
(iii)
|
$20,000 to Firma within seventy-five (75) days of signing of this Agreement;
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|
|
(iv)
|
$20,000 to Firma within one-hunderd-five (105) days of signing of this Agreement;
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|
|
(v)
|
Springbok, working with Firma, will have 30 days from closing to pay $130,000.00 to Firma to satisfy, eliminate, and/or reimburse Firma, regarding the debts or items listed in Schedule “B.” Springbok may, through negotiations with creditors listed, reduce the amount of money paid to Firma, by the correlating listed amount, by providing a full and irrevocable release for that correlated item(s) listed in Schedule “B.” The release must be deemed satisfactory to Firma.
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|
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(vi)
|
$400,000 to Firma within six (6) months of signing. This debt may be converted by Springbok, upon gaining control of any public corporation/vehicle/shell/entity into which the Property is transferred, into convertible preferred shares of the newly controlled public corporation. The convertible preferred shares issued to Firma, shall then be convertible, at the option of Firma, to ten percent (10%) of the outstanding common shares of the public corporation at the time of the conversion. Within six (6) months of signing this Agreement, Springbok will have the option to buy back the preferred shares for a payment of $400,000 to Firma.
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2.3 Failure to Make Payments of the Purchase Price When Due
In the event that Springbok fails to make a payment pursuant to Sections Firma shall be entitled to terminate this Agreement pursuant to Section 7.2(b), in which case Firma shall afforded a contractual judgement for the outstanding balance with statutory interest and said judgement shall be placed on the title to the Property pursuant to Section 7.3(b).
ARTICLE 3REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Firma
Firma represents, warrants, covenants and agrees with and to the Purchasers that:
|
|
(a)
|
Firma is duly incorporated and organized and validly existing under the laws set forth apposite such Party’s name on the face page of this Agreement;
|
|
|
(b)
|
this Agreement has been duly authorized, executed and delivered by Firma and constitutes a valid and legally binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and subject to general principles of equity;
|
|
|
(c)
|
neither the execution nor delivery nor performance of this Agreement by Firma will, or with the lapse of time and/or the giving of any notice would, result in any breach, default or violation by such Party of any law or any other liability or obligation of such Party; and
|
|
|
(d)
|
no person has any agreement, option, right or privilege capable of becoming an agreement for the purchase of the Property or an interest therein.
|
Representations and Warranties of Springbok
Springbok represents, warrants, covenants and agrees with and to the Sellers that:
|
|
(e)
|
Springbok is duly incorporated and organized and validly existing under the laws set forth apposite such Party’s name on the face page of this Agreement;
|
|
|
(f)
|
this Agreement has been duly authorized, executed and delivered by Springbok and constitutes a valid and legally binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and subject to general principles of equity; and
|
|
|
(g)
|
neither the execution nor delivery nor performance of this agreement by Springbok will, or with the lapse of time and/or the giving of any notice would, result in any breach, default or violation by such Party of any law or any other liability or obligation of such Party.
|
3.2 Survival of Representations, Warranties and Covenants
|
|
(a)
|
All representations and warranties made by the Parties in this Agreement shall survive the Closing as follows:
|
|
|
(i)
|
the representations and warranties set forth in Section 3.1 of this Agreement shall survive the Closing for a period of 3 years from the Closing Date.
|
|
|
(b)
|
After expiry of the periods set forth above, the Parties will not have any further liability hereunder with respect to such representation and warranties except with respect to claims properly made within such period.
|
3.3 Joint and Several
For greater certainty all of the representations, warranties, covenants and agreements of the Sellers in Section 3.1, and Purchasers in Section 3.2, are joint and several and any claim under this Agreement can be enforced against Firma in the sole discretion of the Purchasers and can be enforced against Purchasers in the sole discretion of the Sellers.
ARTICLE 4
COVENANTS
4.1 Closing Documents
|
|
(a)
|
The Sellers shall deliver the closing documents set forth in section 5.3 to the Purchasers on the Closing Date.
|
|
|
(b)
|
The Purchasers shall deliver the closing documents set forth in section 5.4 to the Sellers on the Closing Date.
|
4.2 Post-Closing Covenants
|
|
(a)
|
If the Property reverts to Firma under Section 7.3(b):
|
|
|
(i)
|
the Purchasers shall forthwith deliver all Property data in their possession to Firma;
|
|
|
(ii)
|
the Purchasers shall do such acts and will execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as Firma may reasonably request be done and or executed, in order to transfer the Property to Firma; and
|
|
|
(iii)
|
from the time that the Property reverts to Firma, Firma shall pay any and all fees and taxes (payable after the date upon which the Property reverts to Firma) required to keep the Property in good standing.
|
ARTICLE 5
CLOSING
5.1 Closing
Completion of the transaction contemplated in Article 2 shall take place at the Closing Time on the Closing Date, at the offices of Firma, 181 Arroyo Grande Blvd., Ste. 140B, Henderson, NV 89074, in conjunction with Inland Title Company located at 524 W Main Street, Grangeville, Idaho 83530 who will handle all the escrow and title transfer documents.
5.2 Conditions Precedent to Closing
The parties acknowledge and agree that the closing of the transfer of the Property is conditional upon the following:
|
|
(a)
|
the Parties shall have delivered their respective closing documents as required by section 4.1.
|
5.3 Sellers’ Closing Documents
At the Closing, the Sellers shall deliver the following to the Purchasers:
|
|
(a)
|
a certificate of status or equivalent for Firma; and
|
|
|
(b)
|
a Warranty Deed transferring title to the Property listed in Schedule A
|
|
|
(c)
|
a receipt of Firma for the payment made pursuant to Section 2.2(a)(i).
|
5.4 Purchasers’ Closing Documents
At the Closing, the Purchasers shall deliver the following to the Purchasers:
|
|
(a)
|
a certificate of status or equivalent for Springbok; and
|
|
|
(b)
|
receipts of Springbok for the Purchased Assets.
|
5.5 Concurrent Delivery
It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by any party to the others pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, executed and delivered, as the case may be.
ARTICLE 6
CONFIDENTIAL INFORMATION AND DATA
6.1 Confidentiality
Except as specifically otherwise provided for herein, the Parties will keep confidential all data and information respecting the Property and will refrain from publicly disclosing it unless disclosure is required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, and only after notice to the non-disclosing Party as set forth in section 6.2; provided, however, that if in the opinion of counsel, a Party is subject to a legal requirement to immediately disclose, that Party shall have the final determination as to the timing and content of such disclosure.
The provisions of this section do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof.
6.2 Public Disclosure
|
|
(a)
|
Notwithstanding section 6.1, either Party may make a public statement in a press release concerning the engagement of this Agreement if the other Party has given express permission approving the form and content of such press release. The Parties agree that the disclosing Party shall give the non-disclosing Party a reasonable amount of time to review any press release before permission is granted.
|
|
|
(b)
|
Where a request is made for permission under subsection 6.1 to disclose confidential information, a reply thereto will be made no later than two business days after receipt of such request, failing which the Party requesting will be entitled to disclose such information in the limited circumstances specified in such request as if such consent had been given.
|
6.3 Data
From the date hereof, Springbok shall gather data, maintain separate and distinct records of such data until all payments in Section 2 have been made.
ARTICLE 7
TERM AND TERMINATION
7.1 Term
This Agreement shall continue in full force and effect until terminated by the Parties pursuant to Section 7.2.
7.2 Termination
This Agreement may be terminated by:
|
|
(a)
|
by mutual written agreement of the Parties; or
|
|
|
(b)
|
on 5 Business Days’ notice by Firma, if Springbok fails to make a payment pursuant to Section 2 above, Springbok shall have an additional 15 days to rectify the situation and bring the payment status current.
|
7.3 Effect of Termination
If the Agreement is terminated:
|
|
(a)
|
pursuant to Section 7.2(a), the Parties shall cease to have any further obligations to one another under the terms of this Agreement, unless otherwise determined by mutual written agreement of the Party at the time of termination; and
|
|
|
(b)
|
pursuant to Section 7.2(b), the Property shall automatically be encumbered by a lien for ten (10) times the balance owing with statutory interest accruing from the date of default to the benefit of Firma on the date set out in the notice of termination.
|
ARTICLE 8
DISPUTE RESOLUTION
8.1 Arbitration
If any question, difference or dispute shall arise between the parties or any of them in respect of any matter arising under this Agreement or in relation to the construction hereof the same shall be determined by arbitration conducted in accordance with the provisions of the commercial arbitration rules (the “Rules”) of the American Arbitration Association.
8.2 Arbitration Procedure
The procedure for arbitration pursuant to Section 8.1 shall be as follows:
|
|
(a)
|
The Party or Parties sharing one side of the dispute (the “Disputing Party”) shall deliver a notice (a “Dispute Notice”) setting forth the nature of the dispute to the other Parties.
|
|
|
(b)
|
The party or parties sharing the other side of the dispute (the “Responding Party”) shall, within 14 days of receipt of the Dispute Notice, contact the Disputing Party to attempt to settle the dispute.
|
|
|
(c)
|
If, within 30 days, the Parties have not reached an agreement as to the dispute, the Disputing Party shall submit a demand for arbitration to the American Arbitration Association in accordance with the Rules.
|
|
|
(d)
|
The arbitration shall be conducted with three arbitrators to be named as follows:
|
|
|
(i)
|
Disputing Party shall name an arbitrator;
|
|
|
(ii)
|
the Responding Party shall name an arbitrator; and
|
|
|
(iii)
|
the two arbitrators so named shall, within 15 days of the naming of the latter of them, select a third arbitrator.
|
|
|
(e)
|
The decision of the majority of these arbitrators shall be made within 30 days after the selection of the latter of them. The expense of the arbitration shall be borne equally by the Parties. If the Parties on either side of the dispute fail to name their arbitrator within the time limited or proceed with the arbitration, the arbitrator named may decide the question. The decision of the arbitrator or a majority of the arbitrators, as the case may be, shall be conclusive and binding upon all parties. The place of arbitration shall be Chicago, Illinois.
|
ARTICLE 9
GENERAL
9.1 Costs
Except as otherwise provided herein, each of the Parties shall pay their own costs incurred in connection with the negotiation, preparation, closing and implementation of this Agreement and the transactions contemplated herein, including, without limitation, ISR.
9.2 Notice
Any notice, report, payment or other correspondence required or permitted in accordance with this Agreement will be in writing and sent by courier or facsimile and addressed as follows:
181 Arroyo Grande Blvd., Ste. 140B
Henderson, NV 89074
Fax:
E-mail: rich@firmaholdings.com
Attention: Francis R. Biscan Jr.
3317 S Higley Rd Suite 114-443 Gilbert AZ 85297
Fax:
E-mail: tclaridge@springbokdevelopment.com
Attention: Thomas Claridge
or to such other address as any of the parties may designate by notice given to the others.
9.3 Time of the Essence
Time is of the essence in the performance of each obligation under this Agreement.
9.4 No Partnership
Nothing in this Agreement will constitute the Parties a partner of the other.
9.5 Further Assurances
Each Party shall do such acts and will execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement and the Closing Documents.
9.6 Remedies Cumulative
The rights and remedies of the Parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by any Party hereto of any right or remedy for default or breach of any term, covenant or condition of this Agreement does not waive, alter, affect or prejudice any other right or remedy to which such Party may be lawfully entitled for the same default or breach.
9.7 Entire Agreement
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, undertakings, statements, arrangements, promises, representations and agreements, whether written or oral, between the Parties. There are no representations, warranties, conditions, undertakings, commitments, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement, or which induced any Party to enter into this Agreement or on which reliance is placed by any Party, except as specifically set forth in this Agreement or in the Closing Documents.
9.8 Amendment
This Agreement may be amended, modified or supplemented only by a written agreement signed by each Party.
9.9 Successors and Assigns
This Agreement shall endure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.
9.10 Waiver of Rights
Any waiver of, or consent to depart from, the requirements of any provision of this Agreement will be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement will operate as a waiver of such right. No single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right.
9.11 Counterparts
This Agreement may be executed in any number of counterparts. Each executed counterpart will be deemed to be an original. All executed counterparts taken together will constitute one agreement.
9.12 Electronic Execution
To evidence the fact that a Party has executed this Agreement, such Party may send a copy of its executed counterpart to the other Party by Electronic Transmission and if sent by email, in Portable Document File (PDF) format. That Party will be deemed to have executed this Agreement on the date it sent such Electronic Transmission. In such event, such sending Party will forthwith deliver to the other Party the originally executed counterpart of this Agreement to the other Party.
<remainder of this page left intentionally blank>
9.13 Severability
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.
9.14 Indemnification
Each Party hereby indemnifies and holds harmless the other Party from and against any and all claims, liabilities, damages and costs arising from any breach by such Party of any representation, warranty or agreement made by such Party hereunder.
TO WITNESS THEIR AGREEMENT, the Parties have duly executed this Agreement as of the date first written above.
| |
FIRMA HOLDINGS CORP.
|
| |
Per:
|
|
/s/ Francis R. Biscan Jr.
|
| |
Name:
|
|
Francis R. Biscan Jr.
|
| |
Title:
|
|
President and CEO
|
| |
|
|
|
| |
|
|
|
| |
SPRINGBOK INC.
|
| |
Per:
|
|
/s/ Thomas Claridge
|
| |
Name:
|
|
THOMAS CLARIDGE
|
| |
Title:
|
|
President
|
Schedule “A”
Parcel 1: Fee Interest
The Black Diamond No. 2 Load Claim in the Diamond Group, Mineral Survey No. 2874, in the Dixie Mining District of Idaho County, Idaho in unsurveyed Sections 2, 3, 10 and 11, Township 25 North, Range 8 East of the Boise Meridian,
Parcel 2: Fee Interest
The Diamond Load Claim in the Diamond Group, Mineral Survey No. 2874, in the Dixie Mining District of Idaho County, Idaho in unsurveyed Sections 2, 3, 10 and 11, Township 25 North, Range 8 East of the Boise Meridian,
Parcel 3: Fee Interest
A tract of land located in the Black Diamond Load Claim in the Diamond Group, Mineral Survey No. 2874, in the Dixie Mining District of Idaho County, Idaho in unsurveyed Sections 2, 3, 10 and 11, Township 25 North, Range 8 East of the Boise Meridian, more particularly described as follows:
BEGINNING at Corner No. 2 of said Black Diamond claim;
Thence South 42° 23' 53" West, 275.94 feet along the southeasterly boundary of said Black Diamond claim to Corner No. 3 of said Black Diamond claim; Thence North 63° 26' 06" West, 300.00 feet along the southwesterly boundary of said Black Diamond claim to a point on the centerline of the Comstock road; Thence North 11° 14' 27" West, 396.23 feet along said road centerline to the point of intersection with the northeasterly boundary of said Black Diamond claim;
Thence leaving said road centerline, South 59° 01' 58" East, 620.00 feet, along said northeasterly boundary to the POINT OF BEGINNING.
Together with an equitable interest in easements for ingress, egress and utilities as described in Warranty Deed recorded October 27, 2000 as Instrument Number 0414114, and together with all improvements, easements, mineral rights, privileges and benefits appurtenant thereto,
ONTARIO Lode Mining Claim, Mineral Survey 2598 in the Dixie District in unsurveyed Section 33, Township 26 North, Range 8 East, Boise Meridian, Idaho County, Idaho
Non-Patented Tara Minerals Mining Claims to include:
|
Serial
Number
|
Claim Name
|
| |
|
|
IMC212769
|
TM #35
|
|
IMC212770
|
TM #36
|
|
IMC212771
|
TM #37
|
|
IMC212772
|
TM #38
|
|
IMC212773
|
TM #39
|
|
IMC212774
|
TM #40
|
|
IMC212775
|
TM #41
|
|
IMC212776
|
TM #42
|
|
IMC212777
|
TM #43
|
|
IMC212778
|
TM #44
|
|
IMC212779
|
TM #45
|
|
IMC212780
|
TM #46
|
|
IMC212781
|
TM #47
|
|
IMC212782
|
TM #48
|
|
IMC212783
|
TM #49
|
|
IMC212784
|
TM #50
|
|
IMC212785
|
TM #51
|
|
IMC212786
|
TM #52
|
|
IMC212804
|
TM #70
|
|
IMC212805
|
TM #71
|
|
IMC212806
|
TM #72
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IMC212807
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TM #111
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IMC212846
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TM #112
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TM #113
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TM #114
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TM #115
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Schedule “B”
EXHIBIT 10.47
AGREEMENT RELATING TO THE ACQUISITION
OF SICILIAN SUN LTD.
BY FIRMA HOLDINGS CORP.
This AGREEMENT, made this 30 day of March 2015, by and between Firma Holdings Corp. (“Firma”) and Sicilian Sun Ltd. (“SSL”), and the members of SSL, is made for the purpose of setting forth the terms and conditions upon which Firma will acquire all of the outstanding membership interests in of SSL.
In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
ACQUISITION OF SSL
Subject to the terms and conditions of this Agreement, Firma agrees to acquire all of the outstanding membership interest in SSL for the consideration shown below.
1.01 At Closing, SSL will merge into a wholly owned subsidiary of Firma. In connection with the merger, Firma will issue 16,000,000 shares of common stock to the members of SSL in consideration for their interests in SSL.
1.02 If the operations of SSL do not generate, during the period ending nine months after the Closing, but prior to the second anniversary of the Closing, more than $7,500,000 of gross revenue with EBITDA of at least $1,125,000, then the members of SSL will return to Firma itional 3,000,000 shares of common stock.
1.03 If the operations of SSL do not generate, during the period ending 12 months after the Closing, but prior to the second anniversary of the Closing, more than $10,000,000 of gross revenue with EBITDA of at least $1,500,000, then the members of SSL will return to Firma 2,000,000 shares of common stock.
1.04 If the operations of SSL do not generate, during the period ending 24 months after the Closing, but prior to the third anniversary of the Closing, more than $15,000,000 of gross revenue with EBITDA of at least $2,250,000, then the members of SSL will return to Firma 3,000,000 shares of common stock.
1.05 If the operations of SSL do not generate, during the period ending 24 months after the Closing, but prior to the third anniversary of the Closing, more than $20,000,000 of gross revenue with EBITDA of at least $3,000,000, then the members of SSL will return to Firma 2,000,000 shares of common stock.
1.06 When EBITDA reaches $1,000,000, 25% of EBITDA will be paid on April 30th of each year to the former members of SSL until $2,000,000 has been paid.
1.07 All shares of Firma’s common stock, and any payments pursuant to Section 1.06, will be delivered, returned or paid, in accordance with Exhibit A.
ARTICLE IIREPRESENTATIONS AND WARRANTIES
SSL and the members of SSL, jointly and severally, represents and warrant to Firma that:
2.0l Organization. SSL is a limited liability corporation duly organized, validly existing, and in good standing under the laws of Nevada, has all necessary powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.
2.02 Capital. The members of SSL, and their respective membership interests in SSL, are shown on Exhibit A. No person has the right to acquire any additional membership interests in SSL.
2.03 Members, Managers, Officers, Officers’ Compensation; Banks. Exhibit B to this Agreement contains: (i) the names of all managers and the titles of all officers of SSL and all persons whose compensation from SSL as of the date of this Agreement will equal or its expected to equal or exceed, at an annual rate, the sum of $1,000; (ii) the name and address of each bank with which SSL has an account or safety deposit box, the identification number thereof, and the names of all persons who are authorized to draw thereon or have access thereto; and (iii) the names of all persons who have a power of attorney from SSL and a summary of the terms thereof.
2.04 Absence of Changes. Since March 29, 2015 there has not been any change in the financial condition or operations of SSL, except changes reflected on Exhibit C or changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.
2.05 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Firma shall have the opportunity to meet with SSL's accountants and attorneys to discuss the financial condition of SSL. SSL shall make available to Firma the books and records of SSL. The minutes of SSL are a complete and accurate record of all meetings of the managers and members of SSL and accurately reflect all actions taken at such meetings. The signatures of the managers and members on such minutes are the valid signatures of SSL's managers and members who were duly elected or appointed, or who held such membership interests, on the dates that the minutes were signed by such persons.
2.06 Assets. Exhibit D attached hereto and made a part hereof lists all assets of SSL. SSL has good and marketable title to all of its assets, free and clear of all liens or encumbrances, other than those shown on Exhibit D.
2.07 Compliance with Laws. SSL has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business, including but not limited to applicable federal and state securities laws.
2.08 Litigation. SSL is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of SSL threatened, against or affecting SSL or its business, assets, or financial condition. SSL is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality. SSL is not engaged in any legal action to recover moneys due to SSL or damages sustained by SSL.
2.09 Full Disclosure. None of representations and warranties made by SSL, or in any certificate or memorandum furnished or to be furnished by SSL, or on its behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. SSL has disclosed to Firma all reasonably foreseeable contingencies which, if such contingencies transpired, would have a material adverse effect on SSL's business.
Firma represents and warrants to SSL and the members of SSL that:
2A. Organization. Firma is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification, except in those states where the failure to be so qualified would not have a material adverse effect on Firma.
2B. Ability to Carry Out Obligations. Firma has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by Firma and the performance by Firma of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of, or constitute a default under, any license, indenture, mortgage, charter, instrument, articles of incorporation, by-law, or other agreement or instrument to which Firma is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Firma, or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of Firma or would create any obligations for which Firma would be liable, except as contemplated by this Agreement.
2C. Full Disclosure. None of representations and warranties made by Firma, or in any certificate or memorandum furnished or to be furnished by Firma, or on its behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. Firma has disclosed to SSL and the members of SSL all reasonably foreseeable contingencies which, if such contingencies transpired, would have a material adverse effect on Firma.
ARTICLE III
REPRESENTATIONS
3.01 Authority. Each member of SSL represents to Firma that he or she has the right, power, and authority to enter into, and perform his or her obligations under this Agreement. The execution and delivery of this Agreement and the delivery by such member of his or her membership interest in SSL pursuant to Exhibit A will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, or agreement to which he or she is a party, or by which he or she may be bound, nor will any consents or authorizations of any party be required. Each member of SSL represents and warrants to Firma that the member interests of SSL that such holder will deliver at closing will be free of any liens or encumbrances.
3.02 Restrictions on Resale. Each member of SSL understands that the shares being acquired from Firma represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.
3.03 Intended Amendment. Each member of SSL (Exhibit A), has the right to maintain interests in or operate other businesses within the food harvesting, distribution and manufacturing sector that are not part of the acquisition Assets (Exhibit D). Each member of SSL agrees to negotiate, in good faith, within sixty (60) days of this Agreement, an amendment to this Agreement whereby Firma and members of SSL, at Firma’s sole discretion, may enter into a business relationship for the benefit of all involved parties to address all other such interests and businesses.
ARTICLE IV
OBLIGATIONS BEFORE CLOSING
4.01 Investigative Rights. From the date of this Agreement until the date of closing, each party shall provide to the other party, and such other party's counsel, accountants, auditors, and other authorized representatives, full access during normal business hours to all of each party's properties, books, contracts, commitments, records and correspondence and communications with regulatory agencies for the purpose of examining the same. Each party shall furnish the other party with all information concerning each party's affairs as the other party may reasonably request. All confidential information obtained from any party in the course of such investigation shall be kept confidential, except for such information which is required to be disclosed by court order or decree or in compliance with applicable laws, rules or regulations of any government agency, or that otherwise becomes available in the public domain without the fault of the party conducting the investigation.
4.02 Conduct of Business. Prior to the closing, and except as contemplated by this Agreement, each party shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other party, except in the regular course of business. Except as contemplated by this Agreement, neither party to this Agreement shall amend its Articles of Incorporation, By-laws, articles of organization, or operating agreements, declare dividends, redeem or sell stock, limited liability interests or other securities, incur additional or newly-funded material liabilities, acquire or dispose of fixed assets, change senior management, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business.
ARTICLE V
CONDITIONS PRECEDENT TO PERFORMANCE BY FIRMA
5.01 Conditions. Firma's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article V. Firma may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Firma of any other condition of or any of Firma's other rights or remedies, at law or in equity, if SSL of the members of SSL shall be in default of any of their representations, warranties, or covenants under this agreement.
5.02 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by SSL or the members of SSL in this Agreement or in any written statement that shall be delivered to Firma under this Agreement shall be true on and as of the closing date as though made at those times.
5.03 Performance. SSL and the members of SSL shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them, on or before the Closing. SSL and the members of SSL shall have obtained all necessary consents and approvals necessary to consummate the transactions contemplated hereby.
5.04 Absence of Litigation. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this agreement or to its consummation, shall have been instituted or threatened on or before the closing.
5.05 Other. In addition to the other provisions of this Article V, Firma’s obligations hereunder shall be subject, at or before Closing, to the following:
|
|
·
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On the closing date SSL will not have liabilities exceeding $3,500,000.00.
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·
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SSL will have delivered to Firma, in the form required by the rules and regulations of the Securities and Exchange Commission, the following financial statements:
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(i)
|
financial statements, audited by an independent certified public accountanting firm, for its two full fiscal years prior to the date of this Agreement.
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|
(ii)
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interim financial statements for SSL fiscal quarters since the date of the last audited financial statements of SSL.
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(iii)
|
proforma financial statements giving effect to the acquisition of SSL.
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·
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completion of business and legal review of SSL, the results of which are satisfactory to Firma;
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·
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obtaining all required governmental consents and approvals;
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·
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expiration of any required waiting periods;
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·
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SSF entering into employment agreements with its management on terms and conditions satisfactory to Firma;
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·
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SSF entering into non-competition agreements with Firma, pursuant to which they will agree not to engage in a business similar to the business of SSF and not to solicit any customers, suppliers, employees or business prospects of SSF for a period of five (5) years following the Closing;
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·
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Verification of approved vendor status with Kroger Foods.
|
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE BY SSL
6.01 Conditions. SSL's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of the conditions set forth in this Article VI. SSL may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by SSL of any other condition of or any of SSL's other rights or remedies, at law or in equity, if Firma shall be in default of any of its representations, warranties, or covenants under this agreement.
6.02 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by Firma in this Agreement or in any written statement that shall be delivered to SSL by Firma under this Agreement shall be true on and as of the closing date as though made at those times.
6.03 Performance. Firma shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it, on or before the closing. Firma shall have obtained all necessary consents and approvals necessary to consummate the transactions contemplated hereby.
6.04 Absence of Litigation. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this agreement or to its consummation, shall have been instituted or threatened on or before the closing.
6.05 Other. In addition to the other provisions of this Article VI, the obligations of the members of SSL hereunder shall be subject, at or before the Closing, to the following:
ARTICLE VII
CLOSING
7.01 Closing. The closing of this transaction shall be held at the offices of Firma. Unless the closing of this transaction takes place before April 15, 2015, then either party may terminate this Agreement without liability to the other party, except as otherwise provided in Section 9.12. At the closing all representations, warranties, covenants, and conditions set forth in this Agreement on behalf of each party will true and correct as of, or will have been fully performed and complied with by, the closing date, except as may be disclosed in writing by one party to the other.
7.02 Exchange of Common Stock and Limited Liability Interests. On the closing date, each outstanding membership interest of SSL will be exchanged for fully paid and nonassessable shares of Firma in accordance with Exhibit A to this Agreement.
ARTICLE VIII
REMEDIES
8.01 Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by binding arbitration in Chicago, Illinois in accordance with the rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.
8.02 Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
8.03 Termination. In addition to the other remedies, Firma or the members of SSL may on or prior to the closing date terminate this Agreement, without liability to the other party:
(i) If any bona fide action or proceeding shall be pending against Firma, or SSL, or the members of SSL on the closing date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the carrying out of this Agreement or if any agency of the federal or of any state government shall have objected at or before the closing date to this acquisition or to any other action required by or in connection with this Agreement;
(ii) If the legality and sufficiency of all steps taken and to be taken by each party in carrying out this Agreement shall not have been approved by the respective party's counsel, which approval shall not be unreasonably withheld.
(iii) If a party breaches any representation, warranty, covenant or obligation of such party set forth herein and such breach is not corrected within ten days of receiving written notice from the other party of such breach.
ARTICLE IX
MISCELLANEOUS
9.01 Captions and Headings. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.
9.02 No Oral Change. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.
9.03 Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, convenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.
9.04 Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.
9.05 Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements, understandings and the letters of intent between the parties.
9.06 Governing Law. This Agreement and its application shall be governed by the laws of Nevada.
9.07 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be transmitted by facsimile or other electronice means.
9.08 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
Firma Holdings Corp.
181 Arroyo Grande Blvd., Suite. 140B
Henderson, NV 89074
United States Of America
Siclian Sun Limited, LLC and its Members
1431 Opus Place, Ste 110
Downers Grove, IL 60515
9.09 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.
9.10 Effect of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall survive the closing of this Agreement. In the event there is any material misrepresentation or warranty of any party to this Agreement, then Firma (if such misrepresentation is made by SSL or the SSL members) or the members of SSL ( if such misrepresentation is made by Firma) may recind this Agreement during the 90 day period following the closing of this Agreement.
9.11 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein. Neither party will intentionally take any action, or omit to take any action, which will cause a breach of such party's obligations pursuant to this Agreement. SSL and the members of SSL agree that, until the Closing or the Termination of this Agreement pursuant to Section 8.03, neither SSL, nor the members of SSL, shall accept or induce an offer from a third party, enter into negotiations with any third party, or provide information to any third party in anticipation of negotiations with any third party, with respect to any possible sale of SSL, its assets, rights or operations or any securities or other equity interests of SSL or any other transaction that would have the effect of materially reducing the benefit of this Agreement to Firma.
9.12 Expenses. Each of the parties hereto agrees to pay all of its own expenses (including without limitation, attorneys' and accountants' fees) incurred in connection with this Agreement, the transactions contemplated herein and negotiations leading to the same and the preparations made for carrying the same into effect. Each of the parties expressly represents and warrants that no finder or broker has been involved in this transaction and each party agrees to indemnify and hold the other party harmless from any commission, fee or claim of any person, firm or corporation employed or retained by such party (or claiming to be employed or retained by such party) to bring about or represent such party in the transactions contemplated by this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
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FIRMA HOLDINGS CORP.
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By
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David Barefoot COO
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SICILIAN SUN, LLC
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By
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/s/ Tara Brown |
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Tara Brown, Managing Member
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MEMBERS OF SSL
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Panormus Trust And Investments, Ltd. |
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By |
/s/ Thomas Franchina_, Managing Member |
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/s/ Francis R. Biscan, Jr. |
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Franics R. Biscan, Jr.
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/s/ David Richmond |
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David Richmond
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/s/ Tara Brown |
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Tara M. Brown |
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EXHIBIT A
Allocation of Shares
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SSL
Member
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Member Interest
in SSL (as a %)
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Shares of Firma
to be issued purusnat
to Section 1.01
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Shares of Firma to be returned
pursuant to Section
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1.01 |
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1.02 |
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1.03 |
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1.04 |
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1.05 |
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| |
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Panormus Trust and
Investments Ltd
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46% |
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7,360,000 |
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1,380,000 |
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920,000 |
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1,380,000 |
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920,000 |
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Francis R. Biscan, Jr.
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46% |
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7,360,000 |
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1,380,000 |
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920,000 |
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1,380,000 |
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920,000 |
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David Richmond
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7.5% |
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1,200,000 |
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225,000 |
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150,000 |
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225,000 |
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150,000 |
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Tara M. Brown
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0.5% |
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80,000 |
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15,000 |
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10,000 |
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15,000 |
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10,000 |
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16,000,000 |
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3,000,000 |
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2,000,000 |
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3,000,000 |
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2,000,000 |
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EBITDA payments will be paid in proportion to the member’s interest in SSL as shown above.
EXHIBIT D
ASSETS
Operating Alcamo (Italy) Polar Sud Food Production Plant
Option to buy Catania (Italy) industrial food production plant with frozen storage capacity together with production and accounting software.
All Assets acquired from Eukion S.R.L. pursuant to agreement dated February 25, 2015.
All trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications which are owned by SSL. No person other than SSL owns any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of SSL's business.
All contracts, leases, and other agreements of SSL presently in existance or which have been agreed to by SSL (whether written or oral). SSL is not in default under of these agreements or leases.
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Francis Richard Biscan Jr., certify that:
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1.
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I have reviewed this Annual Report on Form 10-K of Firma Holdings Corp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| |
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| |
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
| |
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
| |
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: April 15, 2015
|
By:
|
/s/ Francis Richard Biscan Jr.
|
| |
|
Francis R. Biscan, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
|
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Lynda R. Keeton-Cardno, certify that:
|
1.
|
I have reviewed this Annual Report on Form 10-K of Firma Holdings Corp.;
|
| |
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| |
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
| |
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| |
|
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| |
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| |
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| |
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| |
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
| |
|
| |
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: April 15, 2015
|
By:
|
/s/ Lynda R. Keeton-Cardno
|
| |
|
Lynda R. Keeton-Cardno, CPA
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Firma Holdings Corp. (the “Company”) for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis Richard Biscan Jr, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 15, 2015
|
By:
|
/s/ Francis Richard Biscan Jr.
|
| |
|
Francis R. Biscan Jr.
Chief Executive Officer
|
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Firma Holdings Corp. (the “Company”) for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynda R. Keeton-Cardno, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 15, 2015
|
By:
|
/s/ Lynda R. Keeton Cardno
|
| |
|
Lynda R. Keeton-Cardno, CPA
Chief Financial Officer
|
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