Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | RIMROCK GOLD CORP. | |
Entity Central Index Key | 1,424,455 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | RMRK | |
Entity Common Stock, Shares Outstanding | 780,761,356 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current assets | ||
Cash | $ 2,224 | $ 472 |
Prepaid and sundry | 2,359 | 909 |
Total current assets | 4,583 | 1,381 |
Non-current assets | ||
Mining property claims [Note 6] | 394,970 | 394,970 |
Equipment, net | 1,724 | 612 |
Total assets | 401,277 | 396,963 |
Current liabilities | ||
Accounts payable and accrued liabilities | $ 118,805 | 134,189 |
Short term advance [Note 7(a)] | 50,000 | |
Advances from a related party [Note 7(b)] | $ 16,745 | 22,418 |
Convertible notes at fair value [Note 9] | 293,383 | 241,864 |
Shares to be issued | 4,740 | 4,740 |
Derivative liabilities [Note 10] | 25 | 521 |
Total current liabilities | 433,698 | $ 453,732 |
Going concern [Note 3] | ||
Related party transactions [Note 8] | ||
Contingencies and commitments [Note 13] | ||
Subsequent events [Note 14] | ||
Stockholders' deficiency | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil preferred shares outstanding at May 31, 2015 and August 31, 2014, [Note 11] | $ 0 | |
Common stock, $0.001 par value, 1,900,000,000 shares authorized, 402,855,406 common shares outstanding as at May 31, 2015 and 37,664,627 as at August 31, 2014, [Note 11] | 402,856 | 37,665 |
Additional paid-in capital | 3,951,194 | 3,803,935 |
Shares to be issued [Note 12] | 80,000 | 0 |
Accumulated deficit | (4,466,471) | (3,898,369) |
Total stockholders' deficiency | (32,421) | (56,769) |
Total liabilities and stockholders' deficiency | $ 401,277 | $ 396,963 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | May. 31, 2015 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,900,000,000 | 1,900,000,000 |
Common Stock, Shares, Outstanding | 402,855,406 | 37,664,627 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
EXPENSES | ||||
Professional fees | $ 112,648 | $ 235,823 | $ 239,984 | $ 562,915 |
Reversal of professional fee [Note 11] | (280,000) | |||
Interest expense (including day one interest expense on convertible notes) [Note 9] | 117,579 | $ 52,573 | 179,015 | 52,763 |
Changes in fair values of convertible notes and derivative [Note 10] | 118,465 | 8,082 | 130,767 | 8,082 |
Mining property maintenance fee [Note 6] | $ 7,085 | 7,584 | ||
Rent and occupancy costs | 3,283 | |||
Office and general | 6,073 | 10,399 | $ 10,908 | 20,080 |
Depreciation | 154 | 30 | 343 | 116 |
Total operating expenses | 74,919 | 306,907 | 568,102 | 654,823 |
Net loss from operations before income taxes | $ (74,919) | $ (306,907) | $ (568,102) | $ (654,823) |
Income taxes | ||||
Net loss for the period | $ (74,919) | $ (306,907) | $ (568,102) | $ (654,823) |
Loss per share, basic and diluted (in dollars per share) | $ 0.0005 | $ (0.0082) | $ (0.0074) | $ (0.0177) |
Weighted average number of common shares outstanding (in shares) | 152,077,783 | 37,511,849 | 76,221,441 | 36,917,650 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (568,102) | $ (654,823) |
Items not affecting cash | ||
Depreciation | 343 | $ 116 |
Changes in fair values of convertible notes and derivative [Note 10] | 130,767 | |
Day one excess value interest expense on convertible notes [Note 9] | 173,706 | $ 58,913 |
Issuance of common stock for services | 160,000 | 381,500 |
Change in prepaid and sundry | (1,450) | 5,596 |
Change in accounts payable and accrued liabilities | (15,384) | 102,542 |
Net cash used in operating activities | (120,120) | $ (106,156) |
INVESTING ACTIVITIES | ||
Purchase of equipment | (1,455) | |
Advances from a related party | (5,673) | $ (19,120) |
Net cash used in investing activities | (7,128) | (19,120) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes | $ 129,000 | 100,000 |
Issue of common stock, net of issuance costs | 4,740 | |
Net cash provided by/(used in) financing activities | $ 129,000 | 104,740 |
Net increase (decrease) in cash during the period | 1,752 | (20,536) |
Cash, beginning of period | 472 | 36,449 |
Cash, end of period | $ 2,224 | $ 15,913 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND NATURE OF OPERATIONS Rimrock Gold Corp. is a diversified mineral exploration company focused on identifying, acquiring, advancing, and drilling high-grade gold-silver exploration projects in Nevada. Rimrock Gold Corp., formerly Tucana Lithium Corp., Oteegee Innovations Inc. and Pay By The Day Holdings Inc., (the Company or Rimrock) was incorporated in August 2007 in the State of Nevada. On January 24, 2013, the Company filed a certificate of amendment to amend the articles of incorporation with the Nevada Secretary of State changing the Companys name to Rimrock Gold Corp. During October 2013, Rimrock Gold Corp., and its wholly owned subsidiary, Rimrock Mining Inc., closed a purchase agreement with RMIC Gold, a private Nevada company, to acquire an epithermal bonanza gold-silver property known as the Ivanhoe Creek Property. This transaction is a non-arms length transaction due to common ownership of a director. Ivanhoe Creek Property consists of 22 unpatented lode-mining claims (440 acres) situated in north-central Nevada. In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Companys common shares to RMIC Gold. Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold. The Companys main exploration targets are for gold/silver deposits located in the State of Nevada. The Company continues its plans to explore these properties. The Company operates Tucana Exploration Inc. and Rimrock Mining, Inc. as wholly owned subsidiaries. The Company operates under the web-site address www.rimrockgold.com. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended August 31, 2014. The accompanying unaudited interim condensed consolidated financial statements of the Company include the accounts of Rimrock Gold Corp. and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
May. 31, 2015 | |
Going Concern Abstract [Abstract] | |
Going Concern Disclosure | 3. GOING CONCERN The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses during the three and nine months ended May 31, 2015 amounting to $74,919 and $568,102 and has accumulated deficit of $4,466,471 as at May 31, 2015. The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Companys operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. Presented below are those policies considered particularly significant: Exploration Stage Company The Company is an exploration stage company. The Company is still devoting substantially all of its efforts on establishing the business. All losses accumulated, since inception, have been considered as part of the Companys exploration stage activities. Convertible notes The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Mineral Properties and Exploration and Development Costs The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration and pre-extraction expenditures incurred on mineral properties are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a final or bankable feasibility study. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Under Industry Guide 7, the Company does not have proven or probable reserves. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 5. RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact of this accounting standard. On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard. Recently Adopted Accounting Standards In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-10, Development Stage Entities. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC 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 (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) 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 early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company adopted the new requirements in its financial reporting effective from September 1, 2014. |
MINERAL PROPERTY CLAIMS
MINERAL PROPERTY CLAIMS | 9 Months Ended |
May. 31, 2015 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Industries Disclosures [Text Block] | 6. MINERAL PROPERTY CLAIMS As of May 31, 2015, the Company had Gold Properties in Nevada. These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments. During the nine months ended May 31, 2015, maintenance payments of $7,085 (nine months ended May 31, 2014 $7,584) were made to maintain these mineral properties. Mineral property claims acquisition costs consist of the following: May 31, 2015 August 31, 2014 Rimrock Property, West Silver Cloud and Pony Spur (a) $ 74,970 $ 74,970 Silver Cloud Property (b) $ 305,000 $ 305,000 Ivanhoe Creek Property (c) $ 15,000 $ 15,000 $ 394,970 $ 394,970 a. Rimrock Property, West Silver Cloud and Pony Spur On February 11, 2013, the Company acquired interests in three prospective gold exploration properties known as the Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada. The Acquired Properties (defined below) are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend. The Company acquired these interests through the issuance of 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., a Nevada corporation. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%. Rimrock Mining, Inc. holds the interests in the properties and otherwise has nominal net assets. In accordance with the guidance provided in ASC 805-50-30-5, the transaction has been accounted for as Transactions between Entities under Common Control. The acquired properties were recorded based on the carrying amounts in the accounts of the transferring entity at the date of transfer. In addition, the Company issued 2,000,000 shares of its common stock to a consultant and paid legal charges amounting to $52,117 in connection with the transaction. These costs were expensed in the period incurred. b. Silver Cloud Property On May 3, 2013, the Company entered into a purchase agreement (the Purchase Agreement) to acquire an exploration epithermal bonanaza gold-silver property in Nevada, known as the Silver Cloud Property. Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) the Mining Claims that compress 552 unpatented mining claims totaling 11,210 acres, and (ii) the Pescio Lease dated June 1, 1999 between Teck Resources Inc., and Carl Pescio and Janet Pescio, which requires that the Company pays $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms. In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Companys common stock (the Rimrock Shares) comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc. In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners. These 500,000 shares were issued during the year ended August 31, 2013. The acquired properties were recorded based on the fair value of the Companys shares of common stock to be issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction. The Company issued 1,000,000 shares of its common stock to a consultant and paid legal charges of $30,000 in connection with the transaction. The total transaction costs of $180,000 have been included in the cost of the assets acquired. c. Ivanhoe Creek Property During October 2013, the Company closed a purchase agreement with RMIC Gold to acquire an epithermal bonanza gold-silver property in Nevada known as the Ivanhoe Creek Property. RMIC Gold is a private Nevada company controlled by Richard R. Redfern, who is a director of the Company and this is a non-arms length transaction. Pursuant to the Purchase Agreement, the Company acquired from RMIC Gold a one hundred percent (100%) interest in and to certain properties that compress 22 unpatented mining claims totaling 440 acres. In consideration for the acquisition, the Company issued 150,000 shares of the Companys common shares to RMIC Gold. Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold. The acquired property was valued by the fair value of the Companys share of common stock issued, which was based on a recent private placement transaction. The Nevada claims are located on Federal land administered by the Bureau of Land Management (BLM). In order for the Company to maintain and hold its Nevada claims the Company is required to pay certain fees every year in accordance with the terms of the agreement. |
ADVANCES
ADVANCES | 9 Months Ended |
May. 31, 2015 | |
Advances [Abstract] | |
Advances [Text Block] | 7. ADVANCES a. Short term advance This was a short-term bridge loan from a non-related party and was repayable on demand. The amount was non-interest bearing, unsecured and due on demand. During the current quarter, the entire amount was converted into a convertible promissory note to Gold Coast Capital as disclosed in notes 9 and 10. b. Advances from a related party These advances are from a shareholder of the Company. The amount is non-interest bearing, unsecured and due on demand. The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. RELATED PARTY TRANSACTIONS The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Consulting fees paid to Mr. Starkman (President and Chairman) for the three and nine months ended May 31, 2015 was $nil (three and nine months ended May 31, 2014 $2,622). Amounts due to a related party as at May 31, 2015 was $16,745 (August 31, 2014: $22,418) in connection with the reimbursement of expenses. These expenses have already been included in the statements of operations. Pursuant to the Agreement signed between the Company and Uptick Capital LLC (related party by virtue of common directorship), both the parties agreed to make the following changes to the agreement dated March 1, 2013. As of March 30, 2014 the agreement was deferred until January 1, 2015 on which date the Company was to make a one-time lump sum payment to Uptick Capital of 2.5 million shares for consulting services and thereafter beginning February 1, 2015 Renewal Payments from the agreement were to be changed to 750,000 shares per quarter from 250,000 per month paid in advance of the said period. The agreement was terminated in February 2015 and a final block of 4 million shares of common stock were issued in March 2015. These shares are valued at $80,000 based on the fair value of the shares on the date of issuance On February 2, 2015, the Company entered into Employment Contracts with Jordan Starkman and Richard R. Redfern. As one of the considerations under the contract, the Company issued 7 million shares of common stock of par value $0.001 common stock each to Jordan Starkman and Richard R. Redfern. These shares were valued at fair value as at that date which was $280,000. the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares of common stock issued to them during the previous quarter as a consideration for services. in the previous quarter |
CONVERTIBLE NOTE AT FAIR VALUE
CONVERTIBLE NOTE AT FAIR VALUE | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable At Fair Value Disclosure [Text Block] | 9. CONVERTIBLE NOTES AT FAIR VALUE Convertible notes, as compound instruments, have been valued as whole and the fair value includes the valuation of embedded derivative element. As of May 31, 2015, the estimated fair value of our convertible promissory notes and warrants is as follows: Fair Value February 28, 2015 or Issuance Fair Value May 31, 2015 Redwood Funds Convertible Note - $100,000 $ 121,284 $ 120,758 KBM Convertible Note #1 (issued August 25, 2014) - $88,500 $ 129,440 $ 251 KBM Convertible Note #2 (issued October 1, 2014) - $42,500 $ 76,535 $ 53,564 KBM Convertible Note #3 (issued December 30, 2014) - $33,000 $ 63,858 $ 43,053 Gold Coast Capital #1 (issued March 21, 2015) $50,000 $ 98,433 Gold Coast Capital #2 (issued March 21, 2015) - $10,000 $ 40,738 $ 17,911 VIS Vires Group #1 (issued March 31, 2015) $10,500 $ 25,144 $ 15,479 VIS Vires Group #2 (issued April 27, 2015) $33,000 $ 51,455 $ 42,367 Total Convertible notes at fair value $ 293,383 Redwood Funds Warrants 100,000 - Warrants $ 506 $ 25 Redwood Fund Convertible Note and Warrants On April 14, 2014, the Company issued a $100,000 12% convertible note with a term to October 14, 2014 (the Maturity Date) to Redwood Fund (the Holder). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holders option, at a fixed conversion price of $0.075% per share. The conversion price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 110% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 20% per annum and the note becomes immediately due and payable. In connection with the issuance of the convertible note, the Company also issued detachable warrants to Redwood Fund indexed to 100,000 shares of the Companys common stock. The exercise price of the warrants is $0.10 per share. The term to expiration for the warrants is five years. The exercise price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. On September 30, 2014, the holders of the Redwood Note and Warrants amended the Notes conversion price to $0.03; extended the Note maturity date by 6 months; and revised the Warrants exercise price to $0.04. The Company has evaluated the terms and conditions of the convertible note and warrants under the guidance of ASC 815. The conversion feature did not meet the definition of indexed to a companys own stock provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4. Additionally, the warrants did not meet the definition of indexed to a companys own stock provided for in ASC 815 due to the down round protection feature. As a result, the warrants require liability classification. KBM Worldwide Convertible Notes On August 29, 2014, the Company completed an offering by entering into a Securities Purchase Agreement (the Securities Purchase Agreement), dated August 25, 2014, with KBM Worldwide, Inc., a New York corporation (the Holder) for an aggregate principal amount of $88,500 (the Purchase Price) in the form of a convertible promissory note (KBM Note #1). On October 21, 2014, the Company completed an offering by entering into a Securities Purchase Agreement, dated October 1, 2014, with KBM Worldwide for an aggregate principal amount of $42,500 in the form of a convertible promissory note (KBM Note #2). On December 30, 2014, the Company completed an offering by entering into a Securities Purchase Agreement with KBM Worldwide for an aggregate principal amount of $33,500 in the form of a convertible promissory note (KBM Note #3). The KBM Notes earns an interest rate equal to 8% per annum and matures on May 27, 2015; July 3, 2015; and October 2, 2015. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth therein. Any amount of principal or interest on this KBM Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid (Default Interest). The KBM Notes are convertible any time after 180 days after issuance, and the Purchaser has the right to convert the KBM Note into shares of the Companys common stock at a conversion price (the Conversion Price) equal to 58% multiplied by the Market Price (closing bid) (representing a discount rate of 42%). Market Price means the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a full ratchet reset). In addition, in no event the Purchaser may convert the shares into common stock if the Purchasers total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Companys common stock. The Investor Note conversion price and Warrants exercise price is subject to adjustments with dilutive and full reset provisions. The embedded reset feature, conversion feature, and redemption provisions in the Note should be accounted for as a derivative liability based on guidance in ASC 820 and ASC 815. Gold Coast Capital Convertible Note On March 21, 2015, the Company issued $50,000 and $10,000 5% convertible notes with a term to March 21, 2016 and September 21, 2015 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. These notes are convertible from issuance at a variable conversion price equal to 35% multiplied by the lowest trading price for the common stock during the 200 trading day period ending on the latest complete trading day prior to the conversion date. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 150% of the principal amount to be prepaid together with all accrued but unpaid interest. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 5% per annum and the note becomes immediately due and payable. VIS Vires Group Convertible Notes On March 31 and April 27, 2015, the Company issued a $10,500 and $33,000 8% convertible note with a term to January 2016 (the Maturity Date). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holders option, at a conversion price equal to 58% multiplied by the Market Price (closing bid) (representing a discount rate of 42%). Market Price means the average of the lowest 3 trading prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a full ratchet reset). The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 150% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and 50% penalty and the note becomes immediately due and payable. Interest expense In connection with the issuance of above convertible notes, the Company has recorded day one excess value interest expense for the three and nine months ended May 31, 2015 of $112,270 and $173,706, respectively (May 31, 2014: $58,913 for three and nine months). As at May 31, 2015 interest outstanding on above convertible notes amounts to $20,952 (May 31, 2014: $1,500) Fair Value Considerations ASC 820 Fair Value Measurements and Disclosures (ASC 820), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that August be used to measure fair value: Level 1 Level 2 Level 3 The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Companys convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of May 31, 2015 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of May 31, 2015. Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Convertible Notes $ 293,383 $ $ $ 293,383 Derivative Warrants 25 25 Totals $ 293,408 $ $ $ 293,408 Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable, and warrant liability. It is managements opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the warrant liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value. The Company values its derivative instruments related to embedded derivative features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
May. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 10. DERIVATIVE LIABILITIES The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional expense at issuance date. Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a gain or loss on change in fair values in the consolidated statement of operations. As of May 31, 2015, the fair value of the notes and warrants included on the accompanying consolidated balance sheet was $293,408. During the three and nine months period ended May 31, 2015, the Company recognized a loss on change in fair values of convertible notes and warrants totaling $118,465 and $130,767, respectively. Key assumptions used in the valuation of the convertible notes at May 31, 2015 were as follows: Risk Note Adjusted Holder Term Volatility Rate Redwood Fund - 1 - 1 0.4997 378.42% 10.64% KBM Worldwide - 2 - 2 0.4997 378.42% 10.64% KBM Worldwide - 3 - 3 0.0903 404.16% 10.64% KBM Worldwide - 4 - 4 0.3395 412.58% 10.64% Gold Coast Capital #1- 5 - 5 0.8077 320.05% 10.64% Gold Coast Capital #2- 6 0.3094 432.41% 10.64% VIS Vires group #1- 6 - 6 0.5914 358.87% 10.64% VIS Vires group #2- 7 - 7 0.6653 339.81% 10.64% Redwood Fund - 1 - 1 0.4997 378.42% 10.64% Key assumptions used in the valuation of the warrants for each of the valuation dates were as follows: Warrant Valuation Free Holder Date Term Volatility Rate Redwood Fund - 1 5/31/2015 3.87 226% 10.89% The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a multi-nomial lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The fair values including the embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset and dilutive reset, and the redemption options. Level 3 Balance at February 28, 2015 New Issuances Settlements Change in Fair Values Balance at May 31, 2015 Fair Values from: Convertible Notes $ 391,117 $ 215,770 $ 432,450 $ 118,946 $ 293,383 Warrants $ 506 $ $ (481 ) $ 25 $ 391,623 $ 215,770 $ 432,450 $ 118,465 $ 293,408 Changes in the unobservable input values would likely cause material changes in the fair value of the Companys Level 3 financial instruments. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. STOCKHOLDERS EQUITY PREFERRED STOCK Pursuant to a Board of Directors resolution dated January 28, 2015 and subsequent amendment to the Companys Articles of Incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001, out of which 500,000 shares are designated as Series A Super Voting Preferred Stock with each share of Series A preferred stock entitled to 10,000 votes for every one vote a share of common stock is entitled to. No shares of preferred stock were issued or outstanding as of May 31, 2015 and August 31, 2014. COMMON STOCK On January 28, 2015, the Companys Board of Directors approved the amendment to Articles of Incorporation to increase authorized capital to 1,900,000,000 shares of common stock with a par value of $0.001. On February 2, 2015, the Company issued 7,000,000 shares each to Jordan Starkman and Richard R. Redfern, as a consideration for services in accordance with agreements dated February 2, 2015. These shares were valued at $280,000 based on the fair value of the shares on the date of issuance. Further during March 2015, the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares issued to them during the previous quarter as a consideration for services. Accordingly, during the current quarter, the Company reversed this expense of $280,000 which was recorded in the previous quarter under professional fees in the condensed consolidated statement of operations. On March 10, 2015 the Company issued 4,000,000 shares to Uptick Capital as a final payment under the agreement which was terminated on February 1, 2015. These shares are valued at $80,000 based on the fair value of the shares on the date of issuance and was recorded in the current quarter under professional fees in the condensed consolidated statement of operations. The Company issued following shares in connection with the conversion of convertible notes: On March 3, 2015 the Company issued 1,612,903 shares valued at $.0093 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On March 30, 2015 the Company issued 1,870,370 shares valued at $.0027 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 8, 2015 the Company issued 3,077,273 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 9, 2015 the Company issued 3,513,636 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 13, 2015 the Company issued 3,513,636 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 21, 2015 the Company issued 5,521,978 shares valued at $.0009 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 23, 2015 the Company issued 4,313,333 shares valued at $.0008 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 24, 2015 the Company issued 6,746,575 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 24, 2015 the Company issued 4,301,370 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 28, 2015 the Company issued 11,058,824 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On April 30, 2015 the Company issued 11,060,345 shares valued at $.0006 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 1, 2015 the Company issued 11,055,556 shares valued at $.0005 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 5, 2015 the Company issued 11,043,478 shares valued at $.0005 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 8, 2015 the Company issued 11,037,037 shares valued at $.0003 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 13, 2015 the Company issued 32,205,882 shares valued at $.0002 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 27, 2015 the Company issued 32,166,667shares valued at $.0001 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On May 28, 2015 the Company issued 30,083,333 shares valued at $.0001 to KBM Worldwide Inc. in accordance with the terms of the convertible note. On March 17, 2015 the Company issued 1,879,464 shares valued at $.0021 to Gold Coast Capital in accordance with the terms of the convertible note. On March 25, 2015 the Company issued 2,951,934 shares valued at $.0015 to Gold Coast Capital in accordance with the terms of the convertible note. On April 2, 2015 the Company issued 3,099,230 shares valued at $.0007 to Gold Coast Capital in accordance with the terms of the convertible note. On April 6, 2015 the Company issued 3,347,218 shares valued at $.00033 to Gold Coast Capital in accordance with the terms of the convertible note. On April 8, 2015 the Company issued 3,514,244 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 9, 2015 the Company issued 3,843,161 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 13, 2015 the Company issued 4,210,265 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 14, 2015 the Company issued 4,210,265 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 15, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 16, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 17, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 20, 2015 the Company issued 5,525,205 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 21, 2015 the Company issued 5,525,205 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 22, 2015 the Company issued 6,352,167 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 23, 2015 the Company issued 6,352,167 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 24, 2015 the Company issued 7,201,349 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 28, 2015 the Company issued 7,201,349 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 28, 2015 the Company issued 8,471,336 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 29, 2015 the Company issued 9,445,891 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note. On April 30, 2015 the Company issued 9,917,241 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note. On May 1, 2015 the Company issued 10,964,023 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note. On May 4, 2015 the Company issued 11,511,127 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note. On May 5, 2015 the Company issued 12,277,857 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note. On May 6, 2015 the Company issued 13,800,939 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note. On May 7, 2015 the Company issued 14,489,606 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note. On May 8, 2015 the Company issued 6,500,000 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note. |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 9 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Shares To Be Issued [Text Block] | 12. SHARES TO BE ISSUED Pursuant to a consulting agreement entered into on September 1, 2014 and finalized during the current period with Makmo Trading Corp., the Company has agreed to issue to Makmo Trading Corp., 2,000,000 shares of its common stock valued at $80,000, such value being the fair value of the shares of common stock on the date of issuance. The Company recorded this amount in the current quarter under professional fees in the condensed consolidated statement of operations. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
May. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 13. CONTINGENCIES AND COMMITMENTS The Company is committed under lease agreements for the exclusive right to explore, develop and mine on the Silver Cloud Property. The minimum annual future lease payments are $50,000 until year 2023 with total commitments of $500,000. The Nevada claims are located on Federal land administered by the Bureau of Land Management (BLM). In order for the Company to maintain and hold its Nevada claims the Company is required to pay the BLM fees totaling $105,000 per year due every August 31. In addition, the Company is required to pay Elko County fees in totaling $7,100 per year due every October 31. In accordance with the Abigail Purchase Agreement, the Company will also owe to the selling group of the Abigail Property the following contingent payments: · After spending a total amount of $2,500,000 on the property, $250,000 and an additional 125,000 shares of the Companys common stock shall be delivered to the selling group. · After spending a total amount of $5,000,000 on the property, a further $250,000 and 125,000 shares of the Companys common stock shall be delivered to the selling group. · If a feasibility study is put in place an additional $250,000 and 125,000 shares of the Companys common stock shall be delivered to the selling group. · If a bankable feasibility is put in place a further $500,000 and 250,000 shares of the Companys common stock shall be delivered to the selling group. In accordance with the Lac Kame and EM-1 Purchase Agreement, the Company will also owe to the selling group of the properties the following contingent payments: · After spending a total amount of $1,000,000 on the property, $50,000 and an additional 125,000 shares of the Companys common stock shall be delivered to the selling group. · After spending a total amount of $2,500,000 on the property, a further $100,000 and 250,000 shares of the Companys common stock shall be delivered to the selling group. · After spending a total amount of $5,000,000 on the property, a further $150,000 and 125,000 shares of the Companys common stock shall be delivered to the selling group. If the Company reaches commercial production, it is also subject to a 3% net smelter returns royalty payable to the selling groups in the Abigail Purchase Agreement and the Lac Kame EM-1 Purchase Agreement. In accordance with the Rimrock, West Silver Cloud and Pony Spur Property purchase agreement, any mineral production these properties is subject to net smelter return royalties of 3%. In accordance with the Silver Cloud Property purchase agreement, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners. In accordance with the Ivanhoe Creek Property purchase agreement, any mineral production from Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS The Companys management has evaluated the subsequent events up to the date of the filing of this report and conclude that there is no subsequent event to report except for the following: On July 13, 2015, the Companys Board of Directors approved the amendment to Articles of Incorporation to increase authorized capital to 2,900,000,000 shares of common stock with a par value of $0.001. Pursuant to the conversion of convertible notes from June 10, 2015 to July 7, 2015, the Company issued 377,905,950 shares of common stock valued at rates ranging $0.0012-$0.0015 to KBM Worldwide Inc. in accordance with the terms of the convertible notes. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Exploration Stage Enterprises Policy [Policy Text Block] | Exploration Stage Company The Company is an exploration stage company. The Company is still devoting substantially all of its efforts on establishing the business. All losses accumulated, since inception, have been considered as part of the Companys exploration stage activities. |
Debt, Policy [Policy Text Block] | Convertible notes The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Mineral Properties And Exploration And Development Costs Policy [Policy Text Block] | Mineral Properties and Exploration and Development Costs The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration and pre-extraction expenditures incurred on mineral properties are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a final or bankable feasibility study. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Under Industry Guide 7, the Company does not have proven or probable reserves. |
MINERAL PROPERTY CLAIMS (Tables
MINERAL PROPERTY CLAIMS (Tables) | 9 Months Ended |
May. 31, 2015 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Property Claims Acquisition Costs [Table Text Block] | Mineral property claims acquisition costs consist of the following: May 31, 2015 August 31, 2014 Rimrock Property, West Silver Cloud and Pony Spur (a) $ 74,970 $ 74,970 Silver Cloud Property (b) $ 305,000 $ 305,000 Ivanhoe Creek Property (c) $ 15,000 $ 15,000 $ 394,970 $ 394,970 |
CONVERTIBLE NOTE AT FAIR VALUE
CONVERTIBLE NOTE AT FAIR VALUE (Tables) | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Fair Value Of Convertible Promissory Notes [Table Text Block] | As of May 31, 2015, the estimated fair value of our convertible promissory notes and warrants is as follows: Fair Value February 28, 2015 or Issuance Fair Value May 31, 2015 Redwood Funds Convertible Note - $100,000 $ 121,284 $ 120,758 KBM Convertible Note #1 (issued August 25, 2014) - $88,500 $ 129,440 $ 251 KBM Convertible Note #2 (issued October 1, 2014) - $42,500 $ 76,535 $ 53,564 KBM Convertible Note #3 (issued December 30, 2014) - $33,000 $ 63,858 $ 43,053 Gold Coast Capital #1 (issued March 21, 2015) $50,000 $ 98,433 Gold Coast Capital #2 (issued March 21, 2015) - $10,000 $ 40,738 $ 17,911 VIS Vires Group #1 (issued March 31, 2015) $10,500 $ 25,144 $ 15,479 VIS Vires Group #2 (issued April 27, 2015) $33,000 $ 51,455 $ 42,367 Total Convertible notes at fair value $ 293,383 Redwood Funds Warrants 100,000 - Warrants $ 506 $ 25 |
Schedule Of Changes In Fair Values Of Derivative Financial Instruments [Table Text Block] | Key assumptions used in the valuation of the convertible notes at May 31, 2015 were as follows: Risk Note Adjusted Holder Term Volatility Rate Redwood Fund - 1 - 1 0.4997 378.42% 10.64% KBM Worldwide - 2 - 2 0.4997 378.42% 10.64% KBM Worldwide - 3 - 3 0.0903 404.16% 10.64% KBM Worldwide - 4 - 4 0.3395 412.58% 10.64% Gold Coast Capital #1- 5 - 5 0.8077 320.05% 10.64% Gold Coast Capital #2- 6 0.3094 432.41% 10.64% VIS Vires group #1- 6 - 6 0.5914 358.87% 10.64% VIS Vires group #2- 7 - 7 0.6653 339.81% 10.64% Redwood Fund - 1 - 1 0.4997 378.42% 10.64% |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
May. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Key assumptions used in the valuation of the convertible notes at May 31, 2015 were as follows: Risk Note Adjusted Holder Term Volatility Rate Redwood Fund - 1 - 1 0.4997 378.42% 10.64% KBM Worldwide - 2 - 2 0.4997 378.42% 10.64% KBM Worldwide - 3 - 3 0.0903 404.16% 10.64% KBM Worldwide - 4 - 4 0.3395 412.58% 10.64% Gold Coast Capital #1- 5 - 5 0.8077 320.05% 10.64% Gold Coast Capital #2- 6 0.3094 432.41% 10.64% VIS Vires group #1- 6 - 6 0.5914 358.87% 10.64% VIS Vires group #2- 7 - 7 0.6653 339.81% 10.64% Redwood Fund - 1 - 1 0.4997 378.42% 10.64% Key assumptions used in the valuation of the warrants for each of the valuation dates were as follows: Warrant Valuation Free Holder Date Term Volatility Rate Redwood Fund - 1 5/31/2015 3.87 226% 10.89% |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Level 3 Balance at February 28, 2015 New Issuances Settlements Change in Fair Values Balance at May 31, 2015 Fair Values from: Convertible Notes $ 391,117 $ 215,770 $ 432,450 $ 118,946 $ 293,383 Warrants $ 506 $ $ (481 ) $ 25 $ 391,623 $ 215,770 $ 432,450 $ 118,465 $ 293,408 |
ORGANIZATION AND NATURE OF OP24
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2013ashares | May. 31, 2015 | |
Entity Incorporation, Date of Incorporation | Aug. 31, 2007 | |
Entity Incorporation, State Country Name | Nevada | |
RMIC Gold [Member] | ||
Number Of Unpatented Mining Claims | 22 | |
Area of Land | 440 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 150,000 | |
Artist Advances and Royalty Guarantees, Commitments | Net Smelter Returns royalties of 1% due to RMIC Gold. | |
Royalty Percent Revenue | 1.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Going Concern Details Narrative | |||||
Net Income (Loss) Attributable to Parent | $ (74,919) | $ (306,907) | $ (568,102) | $ (654,823) | |
Retained Earnings (Accumulated Deficit) | $ (4,466,471) | $ (4,466,471) | $ (3,898,369) |
MINERAL PROPERTY CLAIMS (Detail
MINERAL PROPERTY CLAIMS (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Mineral Rights | $ 394,970 | $ 394,970 |
Ivanhoe Creek Property [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Mineral Rights | 15,000 | 15,000 |
Rimrock Property, West Silver Cloud and Pony Spur [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Mineral Rights | 74,970 | 74,970 |
Silver Cloud Property [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Mineral Rights | $ 305,000 | $ 305,000 |
MINERAL PROPERTY CLAIMS (Deta27
MINERAL PROPERTY CLAIMS (Details Narrative) | May. 03, 2013USD ($)ashares | Feb. 11, 2013USD ($)ashares | Oct. 31, 2013ashares | Aug. 31, 2013shares | May. 31, 2015USD ($) | May. 31, 2014USD ($) |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Mining Property Maintenance Fee | $ | $ 7,085 | $ 7,584 | ||||
Number of Shares issued to acquire property | 250,000 | |||||
Operating Leases, Rent Expense | $ | 3,283 | |||||
Consultant [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Number of Shares issued to acquire property | 1,000,000 | 2,000,000 | ||||
Business Combination, Acquisition Related Costs | $ | $ 30,000 | $ 52,117 | ||||
Business Acquisition, Transaction Costs | $ | 180,000 | |||||
Pescio Family [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Operating Leases, Rent Expense | $ | $ 50,000 | |||||
Lease Expiration Date | Jun. 30, 2023 | |||||
RMIC Gold [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Area of Land | a | 440 | |||||
Number of Shares issued to acquire property | 150,000 | |||||
Artist Advances and Royalty Guarantees, Commitments | Net Smelter Returns royalties of 1% due to RMIC Gold. | |||||
Number Of Unpatented Mining Claims | 22 | |||||
Royalty Percent Revenue | 1.00% | |||||
Mr. Starkman [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ | $ 0 | $ 2,622 | ||||
Silver Cloud Property [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Number of Shares issued to acquire property | 500,000 | |||||
Description Related To Mining Claim | In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners. | |||||
Royalty Percent Expense | 2.00% | |||||
Silver Cloud Property [Member] | Teck Resources Inc [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Number of Shares issued to acquire property | 100,000 | |||||
Rimrock Property, West Silver Cloud and Pony Spur [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Area of Land | a | 2,000 | |||||
Geologix [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Area of Land | a | 11,210 | |||||
Number of Shares issued to acquire property | 500,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Number Of Unpatented Mining Claims | 552 | |||||
Additional Share For Selling Group | 52,117 | |||||
Geologix [Member] | Silver Cloud Property [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Number of Shares issued to acquire property | 400,000 | |||||
Rimrock Mining In [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Number of Shares issued to acquire property | 17,800,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Artist Advances and Royalty Guarantees, Commitments | Net Smelter Returns royalties of 3%. | |||||
Royalty Percent Revenue | 3.00% | |||||
RMIC Gold [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Area of Land | a | 440 | |||||
Number of Shares issued to acquire property | 150,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Artist Advances and Royalty Guarantees, Commitments | Net Smelter Returns royalties of 1% | |||||
Number Of Unpatented Mining Claims | 22 | |||||
Bureau Of Land Management [Member] | August 31 [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Mineral Property Management Fee | $ | 105,000 | |||||
Bureau Of Land Management [Member] | October 31 [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Elko County Fees Payable | $ | 7,100 | |||||
Maturity [Member] | ||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||
Mineral Property Management Fee | $ | 105,000 | |||||
Elko County Fees Payable | $ | $ 7,100 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 02, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2013 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | Jan. 01, 2015 | May. 31, 2014 | Jul. 13, 2015 | Aug. 31, 2014 |
Related Party Transaction [Line Items] | |||||||||||
Professional fees | $ 112,648 | $ 235,823 | $ 239,984 | $ 562,915 | |||||||
Due to Related Parties, Current | $ 16,745 | $ 16,745 | $ 22,418 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||||||||
Renewal Payments From The Agreement | 750,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||
Uptick Capital LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,000,000 | ||||||||||
Fair Value of Shares Issued | $ 80,000 | ||||||||||
Uptick Capital LLC [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,500,000 | ||||||||||
Jordan Starkman and Richard R. Redfern [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fair Value of Shares Issued | $ 280,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Stock issued during period, employee based compensation | 7,000,000 | ||||||||||
RMIC Gold [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 150,000 | ||||||||||
Mr. Starkman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Professional fees | $ 0 | $ 2,622 |
CONVERTIBLE NOTE AT FAIR VALU29
CONVERTIBLE NOTE AT FAIR VALUE (Details Narrative) - USD ($) | Apr. 27, 2015 | Mar. 31, 2015 | Mar. 21, 2015 | Apr. 14, 2014 | Dec. 30, 2014 | Sep. 30, 2014 | Aug. 29, 2014 | May. 31, 2015 | May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Oct. 21, 2014 |
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Term | 5 years | |||||||||||
Proceeds from debt issuance | $ 129,000 | $ 100,000 | ||||||||||
Interest Expense convertible debt | $ 112,270 | 173,706 | 58,913 | |||||||||
Interest outstanding for convertible notes | $ 20,952 | $ 20,952 | $ 1,500 | |||||||||
Redwood Funds Warrant [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.04 | |||||||||||
KBM World wide Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 33,500 | |||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 8.00% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 22.00% | |||||||||||
Debt Instrument, Term | 180 days | |||||||||||
Debt Conversion, Converted Instrument, Rate | 58.00% | |||||||||||
Number Of Common Stock Percentage | 9.99% | |||||||||||
Debt Conversion Converted Instrument Discount Rate | 42.00% | |||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | |||||||||||
Proceeds from debt issuance | $ 33,000 | |||||||||||
Redwood Fund Convertible Note And Warrants [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.075 | $ 0.03 | ||||||||||
Debt Instrument, Maturity Date | Apr. 14, 2014 | |||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 12.00% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | |||||||||||
Debt Instrument Prepayment Interest Percentage | 110.00% | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 100,000 | |||||||||||
Debt Conversion Converted Instrument Warrant Exercise Price | $ 0.10 | |||||||||||
Debt Instrument, Term | 6 months | |||||||||||
Redwood Fund Convertible Note And Warrants [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 20.00% | |||||||||||
KBM Convertible Note 1 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 88,500 | |||||||||||
Debt Instrument, Maturity Date | May 27, 2015 | |||||||||||
KBM Convertible Note 2 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 42,500 | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 50.00% | |||||||||||
Gold Coast Capital #1 Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | ||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2016 | |||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 5.00% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 150.00% | |||||||||||
Debt Conversion, Converted Instrument, Rate | 35.00% | |||||||||||
VIS Vires Group #1 Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 33,000 | $ 10,500 | $ 10,500 | |||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 8.00% | 8.00% | ||||||||||
Debt Instrument, Term | 180 days | 180 days | ||||||||||
Debt Conversion, Converted Instrument, Rate | 58.00% | 58.00% | ||||||||||
Discount rate | 42.00% | 42.00% |
CONVERTIBLE NOTE AT FAIR VALU30
CONVERTIBLE NOTE AT FAIR VALUE (Details) - USD ($) | May. 31, 2015 | Apr. 27, 2015 | Mar. 31, 2015 | Mar. 21, 2015 | Feb. 28, 2015 |
Convertible debt, fair value | $ 293,383 | ||||
Warrant | 25 | ||||
Redwood Funds Warrant [Member] | |||||
Warrant | 25 | $ 506 | |||
Redwood Funds Convertible Notes Payable [Member] | |||||
Convertible debt, fair value | 120,758 | 121,284 | |||
Convertible debt, face amount | 100,000 | ||||
KMB Convertible Notes Payable #1 [Member] | |||||
Convertible debt, fair value | 251 | 129,440 | |||
Convertible debt, face amount | 88,500 | ||||
KMB Convertible Notes Payable #2 [Member] | |||||
Convertible debt, fair value | 53,564 | 76,535 | |||
Convertible debt, face amount | 42,500 | ||||
KMB Convertible Notes Payable #3 [Member] | |||||
Convertible debt, fair value | $ 43,053 | 63,858 | |||
Convertible debt, face amount | 33,000 | ||||
Gold Coast Capital #1 Convertible Note [Member] | |||||
Convertible debt, fair value | 98,433 | ||||
Convertible debt, face amount | $ 50,000 | 50,000 | |||
Gold Coast Capital #2 Convertible Note [Member] | |||||
Convertible debt, fair value | $ 17,911 | 40,738 | |||
Convertible debt, face amount | 10,000 | ||||
VIS Vires Group #1 Convertible Note [Member] | |||||
Convertible debt, fair value | 15,479 | 25,144 | |||
Convertible debt, face amount | $ 33,000 | $ 10,500 | 10,500 | ||
VIS Vires Group #2 Convertible Note [Member] | |||||
Convertible debt, fair value | $ 42,367 | 51,422 | |||
Convertible debt, face amount | $ 33,000 |
CONVERTIBLE NOTE AT FAIR VALU31
CONVERTIBLE NOTE AT FAIR VALUE (Details 1) - Short Term Debt Type Domain | May. 31, 2015USD ($) |
Derivative [Line Items] | |
Convertible note, fair value | $ 293,383 |
Warrants, fair value | 25 |
Derivative, fair value | $ 293,408 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative [Line Items] | |
Convertible note, fair value | |
Warrants, fair value | |
Derivative, fair value | |
Fair Value, Inputs, Level 2 [Member] | |
Derivative [Line Items] | |
Convertible note, fair value | |
Warrants, fair value | |
Derivative, fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Derivative [Line Items] | |
Convertible note, fair value | $ 293,383 |
Warrants, fair value | 25 |
Derivative, fair value | $ 293,408 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - 9 months ended May. 31, 2015 | Total |
Redwood Fund One Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Term | 6 months |
Volatility | 378.42% |
Risk Adjusted Rate | 10.64% |
KBM Worldwide Convertible Note One [Member] | |
Short-term Debt [Line Items] | |
Term | 6 months |
Volatility | 378.42% |
Risk Adjusted Rate | 10.64% |
KBM Worldwide Convertible Note Two [Member] | |
Short-term Debt [Line Items] | |
Term | 10 months 25 days |
Volatility | 404.16% |
Risk Adjusted Rate | 10.64% |
Kbm World wide Convertible Note Three [Member] | |
Short-term Debt [Line Items] | |
Term | 4 months 2 days |
Volatility | 412.58% |
Risk Adjusted Rate | 10.64% |
Gold Coast Capital #1 Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Term | 9 months 22 days |
Volatility | 320.05% |
Risk Adjusted Rate | 10.64% |
Gold Coast Capital #2 Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Term | 3 months 22 days |
Volatility | 432.41% |
Risk Adjusted Rate | 10.64% |
VIS Vires Group #1 Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Term | 7 months 2 days |
Volatility | 358.87% |
Risk Adjusted Rate | 10.64% |
VIS Vires Group #2 Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Term | 7 months 10 days |
Volatility | 339.81% |
Risk Adjusted Rate | 10.64% |
Redwood Funds Warrants [Member] | |
Short-term Debt [Line Items] | |
Term | 3 years 10 months 14 days |
Volatility | 226.00% |
Risk Adjusted Rate | 10.89% |
DERIVATIVE LIABILITIES (Detai33
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Derivatives, Fair Value [Line Items] | ||||
Change in Fair Values | $ 118,465 | $ 8,082 | $ 130,767 | $ 8,082 |
Derivative [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Balance at February 28, 2015 | 391,623 | |||
New Issuances | 215,770 | |||
Settlements | 432,450 | |||
Change in Fair Values | 118,465 | |||
Balance at May 31, 2015 | 293,408 | 293,408 | ||
Redwood Funds Warrant [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Balance at February 28, 2015 | $ 506 | |||
New Issuances | ||||
Settlements | ||||
Change in Fair Values | $ (481) | |||
Balance at May 31, 2015 | 25 | 25 | ||
Convertible Notes Payable [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Balance at February 28, 2015 | 391,117 | |||
New Issuances | 215,770 | |||
Settlements | 432,450 | |||
Change in Fair Values | 118,946 | |||
Balance at May 31, 2015 | $ 293,383 | $ 293,383 |
DERIVATIVE LIABILITIES (Detai34
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Change in Fair Values | $ 118,465 | $ 8,082 | $ 130,767 | $ 8,082 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Feb. 02, 2015 | Feb. 02, 2015 | May. 31, 2015 | Jan. 28, 2015 | Aug. 31, 2014 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Authorized | 1,900,000,000 | 1,900,000,000 | |||
Common Stock, Shares, Issued | 51,664,627 | 37,664,627 | |||
Common Stock, Shares, Outstanding | 402,855,406 | 37,664,627 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||
Jordan Starkman and Richard R. Redfern [Member] | |||||
Stock Issued During Period, Shares, Issued for Services | 7,000,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 280,000 | ||||
Board of Directors [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Common Stock, Shares Authorized | 1,900,000,000 | ||||
Series A Super Voting Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 500,000 | ||||
Preferred Stock, Voting Rights | 10,000 |
STOCKHOLDERS' EQUITY (Details36
STOCKHOLDERS' EQUITY (Details Narrative 1) - 9 months ended May. 31, 2015 - USD ($) | Total |
Conversion Debt 03/03/15 [Member] | |
Common stock issued upon conversion of debt, shares | 1,612,903 |
Common stock issued upon conversion of debt | $ 0.0093 |
Conversion Debt 03/30/15 [Member] | |
Common stock issued upon conversion of debt, shares | 1,870,370 |
Common stock issued upon conversion of debt | $ 0.0027 |
Conversion Debt 04/08/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,077,273 |
Common stock issued upon conversion of debt | $ 0.0011 |
Conversion Debt 04/09/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,513,636 |
Common stock issued upon conversion of debt | $ 0.0011 |
Conversion Debt 04/13/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,513,636 |
Common stock issued upon conversion of debt | $ 0.0011 |
Conversion Debt 04/21/15 [Member] | |
Common stock issued upon conversion of debt, shares | 5,521,978 |
Common stock issued upon conversion of debt | $ 0.0009 |
Conversion Debt 04/23/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,313,333 |
Common stock issued upon conversion of debt | $ 0.0008 |
Conversion Debt #1 04/24/15 [Member] | |
Common stock issued upon conversion of debt, shares | 6,746,575 |
Common stock issued upon conversion of debt | $ 0.0007 |
Conversion Debt #2 04/24/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,301,370 |
Common stock issued upon conversion of debt | $ 0.0007 |
Conversion Debt 04/28/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,058,824 |
Common stock issued upon conversion of debt | $ 0.0007 |
Conversion Debt 04/30/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,060,345 |
Common stock issued upon conversion of debt | $ 0.0006 |
Conversion Debt 05/01/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,055,556 |
Common stock issued upon conversion of debt | $ 0.0005 |
Conversion Debt 05/05/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,043,478 |
Common stock issued upon conversion of debt | $ 0.0005 |
Conversion Debt 05/08/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,037,037 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 05/13/15 [Member] | |
Common stock issued upon conversion of debt, shares | 32,205,882 |
Common stock issued upon conversion of debt | $ 0.0002 |
Conversion Debt 05/27/15 [Member] | |
Common stock issued upon conversion of debt, shares | 32,166,667 |
Common stock issued upon conversion of debt | $ 0.0001 |
Conversion Debt 05/28/15 [Member] | |
Common stock issued upon conversion of debt, shares | 30,083,333 |
Common stock issued upon conversion of debt | $ 0.0001 |
Conversion Debt 03/17/15 [Member] | |
Common stock issued upon conversion of debt, shares | 1,879,464 |
Common stock issued upon conversion of debt | $ 0.0021 |
Conversion Debt 03/25/15 [Member] | |
Common stock issued upon conversion of debt, shares | 2,951,934 |
Common stock issued upon conversion of debt | $ 0.0015 |
Conversion Debt 04/02/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,099,230 |
Common stock issued upon conversion of debt | $ 0.0007 |
Conversion Debt 04/06/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,347,218 |
Common stock issued upon conversion of debt | $ 0.00033 |
Conversion Debt 04/08/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,514,244 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/09/15 [Member] | |
Common stock issued upon conversion of debt, shares | 3,843,161 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/13/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,210,265 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/14/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,210,265 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/15/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,805,780 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/16/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,805,780 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/17/15 [Member] | |
Common stock issued upon conversion of debt, shares | 4,805,780 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/20/15 [Member] | |
Common stock issued upon conversion of debt, shares | 5,525,205 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/21/15 [Member] | |
Common stock issued upon conversion of debt, shares | 5,525,205 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/22/15 [Member] | |
Common stock issued upon conversion of debt, shares | 6,352,167 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/23/15 [Member] | |
Common stock issued upon conversion of debt, shares | 6,352,167 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/24/15 [Member] | |
Common stock issued upon conversion of debt, shares | 7,201,349 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt #1 04/28/15 [Member] | |
Common stock issued upon conversion of debt, shares | 7,201,349 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt # 2 04/28/15 [Member] | |
Common stock issued upon conversion of debt, shares | 8,471,336 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/29/15 [Member] | |
Common stock issued upon conversion of debt, shares | 9,445,891 |
Common stock issued upon conversion of debt | $ 0.0003 |
Conversion Debt 04/30/15 [Member] | |
Common stock issued upon conversion of debt, shares | 9,917,241 |
Common stock issued upon conversion of debt | $ 0.0002 |
Conversion Debt 05/01/15 [Member] | |
Common stock issued upon conversion of debt, shares | 10,964,023 |
Common stock issued upon conversion of debt | $ 0.0002 |
Conversion Debt 05/04/15 [Member] | |
Common stock issued upon conversion of debt, shares | 11,511,127 |
Common stock issued upon conversion of debt | $ 0.0002 |
Conversion Debt 05/05/15 [Member] | |
Common stock issued upon conversion of debt, shares | 12,277,857 |
Common stock issued upon conversion of debt | $ 0.0002 |
Conversion Debt 05/06/15 [Member] | |
Common stock issued upon conversion of debt, shares | 13,800,939 |
Common stock issued upon conversion of debt | $ 0.0001 |
Conversion Debt 05/07/15 [Member] | |
Common stock issued upon conversion of debt, shares | 14,489,606 |
Common stock issued upon conversion of debt | $ 0.0001 |
Conversion Debt 05/08/15 [Member] | |
Common stock issued upon conversion of debt, shares | 6,500,000 |
Common stock issued upon conversion of debt | $ 0.0001 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - May. 31, 2015 - Makmo Trading Corp [Member] - USD ($) | Total |
Shares To Be Issued [Line Items] | |
Consulting Agreement Entered Date | Sep. 1, 2014 |
Common Stock, Capital Shares Reserved for Future Issuance | 2,000,000 |
Common Stock Capital Shares Value Reserved For Future Issuance | $ 80,000 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details Narrative) - USD ($) | Feb. 02, 2015 | Aug. 31, 2013 | May. 31, 2015 |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | $ 50,000 | ||
Capital Leases, Future Minimum Payments Due | $ 500,000 | ||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||
Geologix [Member] | |||
Additional Share For Selling Group | 52,117 | ||
Lac Kame And Em One Purchase Agreement [Member] | |||
Royalty Payable To Selling Group | 3.00% | ||
Lac Kame And Em One Purchase Agreement [Member] | Contingent Payment One [Member] | |||
Amount Spent On Property | $ 1,000,000 | ||
Amount For Selling Group | $ 50,000 | ||
Additional Share For Selling Group | 125,000 | ||
Lac Kame And Em One Purchase Agreement [Member] | Contingent Payment Two [Member] | |||
Amount Spent On Property | $ 2,500,000 | ||
Amount For Selling Group | $ 100,000 | ||
Additional Share For Selling Group | 250,000 | ||
Lac Kame And Em One Purchase Agreement [Member] | Contingent Payment Three [Member] | |||
Amount Spent On Property | $ 5,000,000 | ||
Amount For Selling Group | $ 150,000 | ||
Additional Share For Selling Group | 125,000 | ||
Abigail Purchase Agreement [Member] | |||
Royalty Payable To Selling Group | 3.00% | ||
Abigail Purchase Agreement [Member] | Contingent Payment One [Member] | |||
Amount Spent On Property | $ 2,500,000 | ||
Amount For Selling Group | $ 250,000 | ||
Additional Share For Selling Group | 125,000 | ||
Abigail Purchase Agreement [Member] | Contingent Payment Two [Member] | |||
Amount Spent On Property | $ 5,000,000 | ||
Amount For Selling Group | $ 250,000 | ||
Additional Share For Selling Group | 125,000 | ||
Abigail Purchase Agreement [Member] | Contingent Payment Three [Member] | |||
Amount For Selling Group | $ 250,000 | ||
Additional Share For Selling Group | 125,000 | ||
Abigail Purchase Agreement [Member] | Contingent Payment Four [Member] | |||
Amount For Selling Group | $ 500,000 | ||
Additional Share For Selling Group | 250,000 | ||
West Silver Cloud And Pony Spur Property Purchase Agreement [Member] | |||
Royalty Payable To Selling Group | 3.00% | ||
Royal Gold Inc [Member] | |||
Royalty Payable To Selling Group | 2.00% | ||
Ivanhoe Creek Property Purchase Agreement [Member] | |||
Royalty Payable To Selling Group | 1.00% | ||
Silver Cloud Property Purchase Agreement [Member] | |||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||
Description Of Underlying Claim Owners | Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners | ||
Maturity [Member] | |||
Mineral Property Management Fee | $ 105,000 | ||
Elko County Fees Payable | $ 7,100 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | 1 Months Ended | |||
Jul. 07, 2015 | Jul. 13, 2015 | May. 31, 2015 | Aug. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 1,900,000,000 | 1,900,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 2,900,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued upon conversion of debt, shares | 377,905,950 | |||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued upon conversion of debt, per share | $ 0.0012 | |||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued upon conversion of debt, per share | $ 0.0015 |