Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Aug. 31, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Texas Rare Earth Resources Corp. |
Entity Central Index Key | '0001445942 |
Document Type | 'S-1 |
Document Period End Date | 31-Aug-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--08-31 |
Entity Filer Category | 'Smaller Reporting Company |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $387,841 | $2,374,017 |
Prepaid expenses and other current assets | 44,641 | 61,828 |
Total current assets | 432,482 | 2,435,845 |
Property and equipment, net | 83,002 | 148,217 |
Mineral properties | 1,718,286 | 1,718,286 |
Deposits | 61,396 | 111,250 |
TOTAL ASSETS | 2,295,166 | 4,413,598 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 155,123 | 228,834 |
Accounts payable - related party | 8,390 | ' |
Current portion of note payable | 30,458 | 29,007 |
Total current liabilities | 193,971 | 257,841 |
Note payable - net of current portion and discount | 260,387 | 290,845 |
Total liabilities | 454,358 | 548,686 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
SHAREHOLDERS' EQUITY | ' | ' |
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2014 and August 31, 2013, respectively | ' | ' |
Common stock, par value $0.01; 100,000,000 shares authorized, 37,036,916 shares issued and outstanding as of August 31, 2014 and August 31, 2013, respectively | 370,370 | 370,370 |
Additional paid-in capital | 30,769,086 | 30,001,752 |
Accumulated deficit | -29,298,648 | -26,507,210 |
Total shareholders' equity | 1,840,808 | 3,864,912 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $2,295,166 | $4,413,598 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,036,916 | 37,036,916 |
Common stock, shares outstanding | 37,036,916 | 37,036,916 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
OPERATING EXPENSES | ' | ' |
Exploration costs | $455,903 | $1,281,998 |
General and administrative expenses | 2,333,081 | 2,403,226 |
Total operating expenses | 2,788,984 | 3,685,224 |
LOSS FROM OPERATIONS | -2,788,984 | -3,685,224 |
OTHER INCOME (EXPENSE) | ' | ' |
Loss on asset disposal | ' | -12,835 |
Interest and other income | 5,289 | 24,388 |
Interest and other expense | -7,743 | -16,191 |
Total other income (expense) | -2,454 | -4,638 |
NET LOSS | ($2,791,438) | ($3,689,862) |
Net loss per share: | ' | ' |
Basic and diluted net loss per share | ($0.08) | ($0.10) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted | 37,036,916 | 36,546,294 |
STATEMENTS_OF_SHAREHOLDERS_EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Aug. 31, 2012 | $365,501 | $29,262,684 | ($22,817,348) | $6,810,837 |
Balance beginning, shares at Aug. 31, 2012 | 36,550,009 | ' | ' | ' |
Options issued to Officers and Directors | ' | 376,629 | ' | 376,629 |
Repurchase of common stock outstanding | -5,769 | -126,923 | ' | -132,692 |
Repurchase of common stock outstanding, shares | -576,923 | ' | ' | ' |
Common Stock issued for assumption of West Lease | 10,638 | 489,362 | ' | 500,000 |
Common Stock issued for assumption of West Lease, shares | 1,063,830 | ' | ' | ' |
Net loss | ' | ' | -3,689,862 | -3,689,862 |
Balance ending at Aug. 31, 2013 | 370,370 | 30,001,752 | -26,507,210 | 3,864,912 |
Balance ending, shares at Aug. 31, 2013 | 37,036,916 | ' | ' | ' |
Options issued to Officers and Directors | ' | 654,111 | ' | 654,111 |
Shares issued for services | ' | 113,223 | ' | 113,223 |
Net loss | ' | ' | -2,791,438 | -2,791,438 |
Balance ending at Aug. 31, 2014 | $370,370 | $30,769,086 | ($29,298,648) | $1,840,808 |
Balance ending, shares at Aug. 31, 2014 | 37,036,916 | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($2,791,438) | ($3,689,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation expense | 65,855 | 86,272 |
Loss on disposition of fixed assets | ' | 12,835 |
Stock-based compensation | 767,334 | 376,629 |
Changes in current assets and liabilities: | ' | ' |
Prepaid expenses and other assets | 67,041 | 3,912 |
Accounts payable and accrued expenses | -73,711 | -249,596 |
Accounts payable related party | 8,390 | ' |
Net cash used in operating activities | -1,956,529 | -3,459,810 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Investment in mineral properties | ' | -510,000 |
Purchase of fixed assets | -640 | -696 |
Proceeds from sale of fixed assets | ' | 4,280 |
Net cash used in investing activities | -640 | -506,416 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Payment on note payable | -29,007 | -45,000 |
Purchase of common stock | ' | -132,692 |
Net cash used in financing activities | -29,007 | -177,692 |
NET CHANGE IN CASH | -1,986,176 | -4,143,918 |
CASH, BEGINNING OF PERIOD | 2,374,017 | 6,517,935 |
CASH, END OF PERIOD | 387,841 | 2,374,017 |
SUPPLEMENTAL INFORMATION | ' | ' |
Interest paid | 7,743 | 191 |
Issuance of common stock for lease assignment | ' | 500,000 |
Note payable for lease assignment | ' | $364,852 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Aug. 31, 2014 | |
Accounting Policies [Abstract] | ' |
ORGANIZATION AND NATURE OF BUSINESS | ' |
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS | |
Texas Rare Earth Resources Corp (the “Company”) was incorporated in the State of Nevada in 1970. In July 2004, our articles of incorporation were amended and restated to increase the authorized capital to 25,000,000 common shares and, in April 2007, we effected a 1 for 2 reverse stock split. In September 2008, our articles of incorporation were further amended and restated to increase the authorized capital to 100,000,000 common shares with a par value of $0.01 per share and to authorize 10,000,000 preferred shares with a par value of $0.001 per share. Our fiscal year-end is August 31. | |
Effective September 1, 2010, we changed our name from “Standard Silver Corporation” to “Texas Rare Earth Resources Corp.” We are now a mining company engaged in the business of the acquisition and development of mineral properties. As of the date of this filing, we hold two nineteen year leases, executed in September and November of 2011, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas known as the Round Top Project and prospecting permits covering an adjacent 9,345 acres. We also own unpatented mining claims in New Mexico. We are currently not evaluating any additional prospects, and intend to focus primarily on the development of our Round Top rare earth prospect. | |
On August 24, 2012, we changed our state of incorporation from the State of Nevada to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion dated August 24, 2012. The Reincorporation was previously submitted to a vote of, and approved by, our stockholders at a special meeting of the stockholders held on April 25, 2012. | |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $29,298,648 as of August 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. |
SUMMARY_OF_ACCOUNTING_POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended | ||
Aug. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
SUMMARY OF ACCOUNTING POLICIES | ' | ||
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES | |||
Basis of Presentation | |||
Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred, in accordance with generally accepted accounting principles (“GAAP”) – United States. | |||
Cash and Cash Equivalents | |||
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks. We currently have cash deposits at financial institutions in excess of federally insured limits. | |||
Property and Equipment | |||
Our property and equipment consists primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring or extending the useful life of our property and equipment are capitalized. Expenditures for repair and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3-20 years. | |||
Lease Deposits | |||
From time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the applicable agreements. | |||
Long-lived Assets | |||
The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 360”), Property, Plant and Equipment. We have not incurred any impairment losses and, therefore, no impairment is reflected in these financial statements. | |||
Revenue Recognition | |||
We recognize revenue when persuasive evidence of an arrangement exists, services have been performed, the sales price is fixed or determinable, and collectability is probable. We have yet to generate any revenue. | |||
Mineral Exploration and Development Costs | |||
All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. Exploration costs were approximately $456,000 and $1,282,000 for the years ended August 31, 2014 and 2013, respectively. | |||
Share-based Payments | |||
The Company estimates the fair value of share-based compensation using the Black-Scholes valuation model, in accordance with the provisions of ASC 718, Stock Compensation and ASC 505, Share-Based Payments . Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of our stock, the risk-free rate, and dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. | |||
Amended 2008 Stock Option Plan | |||
In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2014, a total of 2,205,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. | |||
Income Taxes | |||
Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities, and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |||
Basic and Diluted Loss Per Share | |||
The Company computes loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share on the face of the Statements of Operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants using the treasury method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these financial statements include all normal and recurring adjustments necessary for a fair presentation under Generally Accepted Accounting Principles. | |||
Fair Value Measurements | |||
We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three levels of inputs used to measure fair value are as follows: | |||
• | Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. | ||
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||
• | Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | ||
Our financial instruments consist principally of cash, accounts payable and accrued liabilities and note payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||
Recent Accounting Pronouncements | |||
Pronouncements between August 31, 2014 and the date of this filing are not expected to have a significant impact on our operations, financial position, or cash flow, nor does the Company expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows. |
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT, NET | ' | ||||||||
NOTE 3 – PROPERTY AND EQUIPMENT, NET | |||||||||
Property and equipment consist of office furniture, equipment and vehicles. The property and equipment are depreciated using the straight-line method over their estimated useful life of 3-20 years. Our property and equipment, net consist of the following: | |||||||||
August 31, 2014 | August 31, 2013 | ||||||||
Furniture &office equipment | $ | 85,889 | $ | 85,889 | |||||
Vehicles | 105,299 | 105,299 | |||||||
Computers & software | 48,711 | 48,071 | |||||||
Field equipment | 71,396 | 71,396 | |||||||
Total cost basis | 311,295 | 310,655 | |||||||
Less: Accumulated depreciation | (228,293 | ) | (162,438 | ) | |||||
Property & equipment, net | $ | 83,002 | $ | 148,217 | |||||
Depreciation expense for the years ending August 31, 2014 and 2013 was $65,855 and $86,272, respectively. |
MINERAL_PROPERTIES
MINERAL PROPERTIES | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Mineral Industries Disclosures [Abstract] | ' | ||||||||
MINERAL PROPERTIES | ' | ||||||||
NOTE 4 – MINERAL PROPERTIES | |||||||||
September 2011 Lease | |||||||||
On September 2, 2011, we entered into a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office gives us the right to explore, produce, develop, mine, extract, mill, remove, and market beryllium, uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities. | |||||||||
Under the lease, we will pay the State of Texas a lease bonus of $142,518; $44,718 of which was paid upon the execution of the lease, and $97,800 which will be due when we submit a supplemental plan of operations to conduct mining. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $500,000 minimum advance royalty. | |||||||||
Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (61/4%) of the market value of all other minerals removed and sold from Round Top. | |||||||||
Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: | |||||||||
Per Acre Amount | Total Amount | ||||||||
September 2, 2013 – 2014 | $ | 50 | $ | 44,718 | |||||
September 2, 2015 – 2019 | $ | 75 | $ | 67,077 | |||||
September 2, 2020 – 2024 | $ | 150 | $ | 134,155 | |||||
September 2, 2025 – 2029 | $ | 200 | $ | 178,873 | |||||
In August 2014, we paid a delay rental to the State of Texas in the amount of $44,718. | |||||||||
November 2011 Lease | |||||||||
On November 1, 2011, we entered into a mining lease with the State of Texas covering 90 acres, more or less, of land that we purchased in September 2011 near our Round Top site. The deed was recorded with Hudspeth County on September 16, 2011. Under the lease, we paid the State of Texas a lease bonus of $20,700 which was paid upon the execution of the lease. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $50,000 minimum advance royalty. Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals sold from Round Top. | |||||||||
If production of paying quantities of minerals has not been obtained on or before November 1, 2012, we may pay the State of Texas a delay rental to extend the term of the lease in an amount equal to $4,500. Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: | |||||||||
Per Acre Amount | Total Amount | ||||||||
November 1, 2013-2014 | $ | 50 | $ | 4,500 | |||||
November 1, 2015 – 2019 | $ | 75 | $ | 6,750 | |||||
November 1, 2020 – 2024 | $ | 150 | $ | 13,500 | |||||
November 1, 2025 – 2029 | $ | 200 | $ | 18,000 | |||||
In August 2014, we paid a delay rental to the State of Texas of $4,500. | |||||||||
On March 6, 2013, we entered into a lease assignment (the “Lease Assignment Agreement”) with Southwest Range & Wildlife Foundation, Inc., a Texas non-profit corporation (the “Foundation”), pursuant to which the Foundation agreed to assign to us a surface lease identified with the State of Texas as Surface Lease SL20040002 (the “West Lease”), which covers 54,990.11 acres in Hudspeth County, Texas. In exchange for the West Lease, we agreed to: (i) pay the Foundation $500,000 in cash; (ii) issue 1,063,830 of our common shares, par value $0.01 (the “Common Shares”); and (iii) make ten (10) payments to the Foundation of $45,000 each. The first payment was made in June 2013, and the nine (9) subsequent payments due on or before June 1 of each of the following years, such payments to be used by the Foundation to support conservation efforts within the Rio Grande Basin. The Lease Assignment Agreement contains standard representations, warranties and covenants. The closing of the transaction contemplated by the Lease Assignment Agreement was completed on March 8, 2013. |
NOTE_PAYABLE
NOTE PAYABLE | 12 Months Ended | ||
Aug. 31, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
NOTE PAYABLE | ' | ||
NOTE 5 – NOTE PAYABLE | |||
In relation to the Foundation lease discussed in Note 4 the Company recorded a note payable for an amount for the initial $45,000 due upon signing of lease and the nine (9) future payments due of $45,000 which has been recorded at its present value discounted with an imputed interest rate of 5% for a total note payable of $364,852. At August 31, 2014 the current portion due is $30,458 and long-term portion due is $260,387. The Company has also accrued interest expense of $7,750 as of year end which is included in accrued liabilities. | |||
Future maturities | |||
Year | Principle amount due | ||
2015 | 30,458 | ||
2016 | 31,981 | ||
2017 | 33,580 | ||
2018 | 35,259 | ||
2019 thereafter | 159,567 | ||
Total | $290,845 | ||
During the fiscal year ended August 31, 2014 we paid the second installment of our surface lease in the amount of $45,000 to the Southwest Wildlife Foundation. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 6 – INCOME TAXES | |||||||||
The following table sets forth a reconciliation of the federal income tax for the years ended August 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Loss before provision for income taxes | $ | (2,791,438 | ) | $ | (3,689,862 | ) | |||
Income tax benefit at 34% federal statutory rate | $ | 949,089 | $ | 1,254,553 | |||||
Permanent difference - non-deductible business meals and entertainment | (1,087 | ) | (1,379 | ) | |||||
Other | 29,815 | ||||||||
Increase in valuation allowance | (948,002 | ) | (1,282,989 | ) | |||||
$ | - | $ | - | ||||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance to reduce the net deferred tax asset to zero. | |||||||||
In order to comply with generally accepted accounting principles, management has decided to establish a valuation allowance because of the potential that the tax benefits underlying deferred tax asset may not be realized. Significant components of our deferred tax asset at August 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carryfowards | $ | 3,520,253 | $ | 2,948,177 | |||||
Stock compensation | 1,486,689 | 1,264,291 | |||||||
Assets, exploration cost, depreciation and | |||||||||
amortization | 3,452,684 | 3,299,156 | |||||||
Less: valuation allowance | (8,459,626 | ) | (7,511,624 | ) | |||||
$ | - | $ | - | ||||||
NOTE 6 – INCOME TAXES (Continued) | |||||||||
As a result of a change in control effective in April 2007, our net operating losses prior to that date may be partially or entirely unavailable, by law, to offset future income and, accordingly, are excluded from the associated deferred tax asset. | |||||||||
The net operating loss carryforward in the approximate amount of $10,354,000 will begin to expire in 2022. We file income tax returns in the United States and in one state jurisdiction. With few exceptions, we are no longer subject to United States federal income tax examinations for fiscal years ending before 2010, and is no longer subject to state tax examinations for years before 2009. |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
SHAREHOLDERS' EQUITY | ' | ||||||||||||||||
NOTE 7– SHAREHOLDERS’ EQUITY | |||||||||||||||||
Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share. | |||||||||||||||||
All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. | |||||||||||||||||
During the year ended August 31, 2014, we expensed approximately $767,000 in non-cash stock-based compensation to directors and outside consultants. | |||||||||||||||||
On September 1, 2013, our Board approved and granted a total of 60,000 options to consultants. The options are exercisable at $0.30 per share for a period of five years. All options vest 1/6 at the end of each month of consulting services. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 60,000 options issued during the period to these consultants, using the assumptions of a risk free interest rate of 1.62%, dividend yield of 0%, volatility of 303%, and an expected life of 5 years. These options are valued at approximately $16,000 and are being expensed over the vesting period of 6 months in the amount of approximately $2,700 per month and have been fully expensed at year end. | |||||||||||||||||
On October 1, 2013, we appointed Mr. Jack Lifton to serve as a member of our Board. In connection with the appointment of Mr. Jack Lifton to our Board on October 1, 2013, Mr. Lifton was granted 100,000 options to purchase shares of our common stock, vesting immediately with a term of 5 years and at an exercise price of $0.50. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 100,000 options issued during the period to this director, using the assumptions of a risk free interest rate of 1.10%, dividend yield of 0%, volatility of 302%, and an expected life of 5 years. These options were immediately expensed during the current period in the amount of approximately $47,000. In addition, Mr. Lifton, as a non-executive director, will receive $10,000 annually, $1,000 for in person board meetings, $500 for telephonic board meetings and $500 for committee meetings (both in person and telephonic) pursuant to our director compensation program. | |||||||||||||||||
On November 25, 2013, our Board approved and granted a total of 10,000 options to consultants. The options are exercisable at $0.50 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 10,000 options issued during the period to these consultants, using the assumptions of a risk free interest rate of 1.37%, dividend yield of 0%, volatility of 298%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $5,000. | |||||||||||||||||
On December 8, 2013, our Board approved and granted 240,000 options to Mr. Marchese, 160,000 options to Dr. Pingitore, and 60,000 options each to Mr. Gorski, Dr. Wolfe, Mr. Lifton, Dr. Goodell, Ms. Lynch and Mr. Wall. All options to these members are exercisable at $0.50 per share for a period of ten years, vesting immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 760,000 options issued during the period to these directors, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 297%, and an expected life of 10 years. These options were expensed during the quarter ending February 28, 2014. Total value expensed was approximately $380,000. | |||||||||||||||||
On January 10, 2014, our Board entered into an agreement with a consultant to provide advisory services to the Company’s Board. As a part of the agreement our Board approved to provide the consultant with annual cash compensation of $5,000 and a grant of 25,000 options. The options are exercisable at $0.42 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 25,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 293%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $10,500. | |||||||||||||||||
On February 19, 2014, our Board approved a grant of 50,000 options to a consultant to the Company. The options are exercisable at $0.41 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 50,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 291%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $20,500. | |||||||||||||||||
On March 31, 2014, April 30, 2014, and May 31, 2014, the Board approved a total grant of 30,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 30,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.54% to 1.74%, dividend yield of 0%, volatility of 284% to 288%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $12,000. | |||||||||||||||||
On March 3, 2014, our Board approved the repricing of all outstanding Board options for active directors to $0.45. A total of 3.185 million Directors’ options that was outstanding as of March 3, 2014. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 3.185 million options outstanding on March 3, 2014, using the assumptions of a risk free interest rate from 0.39% to 2.6%, a dividend yield of 0%, volatility of 158%, to 883% and an expected life of 2 to 9.75 years. The options were expensed in full during the third quarter 2014 in the amount of approximately $43,000. | |||||||||||||||||
On March 19, 2014, our Board approved a grant of 25,000 options to a consultant to the Company. The options are exercisable at $0.41 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 25,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.56%, dividend yield of 0%, volatility of 289%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $10,500. | |||||||||||||||||
On June 30, 2014, July 31, 2014, and August 31, 2014, the Board approved a total grant of 30,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 30,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.62% to 1.76%, dividend yield of 0%, volatility of 281% to 286%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $12,000. | |||||||||||||||||
During the year the Company recognized stock compensation expense of approximately $210,000 for 1,725,000 stock options issued to Board members in prior year for services vesting over one to three years. As of yearend there remains approximately $249,000 of stock compensation expense to be recognized. | |||||||||||||||||
We currently have 37,036,916 shares of our common stock outstanding. | |||||||||||||||||
As of August 31, 2014, the Company has 9,587,000 warrants issued in prior year, exercisable and outstanding with exercise prices of $2.50 to $5.00 per warrant, expiring 2015 and 2016. | |||||||||||||||||
As of August 31, 2014, the Company has 4,965,000 options issued and outstanding, of which 1,090,000 were issued during the twelve months ended August 31, 2014. The options have exercise prices of $0.30 to $1.00 and 3,971,022 are vested and exercisable, expiring in 2016 and 2024. | |||||||||||||||||
In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2014, a total of 2,205,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. | |||||||||||||||||
The following table sets forth certain information as of August 31, 2014 concerning our common stock that may be issued upon the exercise of options or warrants or pursuant to purchases of stock under the Amended 2008 Plan: | |||||||||||||||||
Plan Category | (a) | (b) | (c) | ||||||||||||||
Number of Securities to be Issued Upon the Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||||||
Equity compensation plans approved by stockholders | 4,795,000 | $0.70 | 2,205,000 | ||||||||||||||
Equity compensation plans not approved by stockholders | 170,000 | $0.33 | -- | ||||||||||||||
Total | 4,965,000 | $0.69 | 2,205,000 | ||||||||||||||
Warrants | |||||||||||||||||
The fair value of the 1,905,000 warrants issued in January 2011 with our 2011 Private Placement was estimated at the date of issue using the Black-Scholes valuation model. The Company included the relative fair value of the warrants of $944,000 as APIC. | |||||||||||||||||
The fair value of the 7,432,000 Option Warrants issued in May and June with our 2011 Private Placement was estimated at the date of issue using the Black-Scholes valuation model. The Company recorded the relative fair value of the warrants of $2,236,000 as Additional Paid In Capital. | |||||||||||||||||
The fair value of the 250,000 Option Warrants issued in November 2010 for public relations services was estimated at the date of issue using the Black-Scholes valuation model. The Company recorded the relative fair value of the warrants of $479,998 as Additional Paid In Capital. | |||||||||||||||||
Warrant activity for the year ended August 31, 2014, was as follows: | |||||||||||||||||
Shares | Weighted | Weighted | Grant | ||||||||||||||
Average | Average | Date | |||||||||||||||
Exercise Price | Remaining | Fair | |||||||||||||||
Contractual Life (In Years) | Value | ||||||||||||||||
Outstanding at August 31, 2013 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Warrants granted | - | - | - | - | |||||||||||||
Warrants exercised | - | - | - | - | |||||||||||||
Warrants cancelled/forfeited/expired | - | - | - | - | |||||||||||||
Outstanding at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Vested at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Exercisable at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
The assumptions used and the weighted average calculated value of warrants issued during prior years, were as follows: | |||||||||||||||||
Risk-free interest rate | 1.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected volatility | 380-425 | % | |||||||||||||||
Expected life | 5 Years |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 8 – RELATED PARTY TRANSACTIONS | |
The Company had accounts payable to an officer in the amount of $8,390 at year end. | |
The Company rents office space on a month to month basis of $1,600 from a director. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
In October 2014, we executed an agreement with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top project mine and plant areas. | |
The option to purchase the surface rights covers approximately 5,670 acres over the mining lease and the additional acreage adequate to site all potential heap leaching and processing operations as currently anticipated by the Company. We may exercise the option for all or part of the option acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option. |
SUMMARY_OF_ACCOUNTING_POLICIES1
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Aug. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Presentation | ' | ||
Basis of Presentation | |||
Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred, in accordance with generally accepted accounting principles (“GAAP”) – United States. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks. We currently have cash deposits at financial institutions in excess of federally insured limits. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Our property and equipment consists primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring or extending the useful life of our property and equipment are capitalized. Expenditures for repair and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3-20 years. | |||
Lease Deposits | ' | ||
Lease Deposits | |||
From time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the applicable agreements. | |||
Long-lived Assets | ' | ||
Long-lived Assets | |||
The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 360”), Property, Plant and Equipment. We have not incurred any impairment losses and, therefore, no impairment is reflected in these financial statements. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
We recognize revenue when persuasive evidence of an arrangement exists, services have been performed, the sales price is fixed or determinable, and collectability is probable. We have yet to generate any revenue. | |||
Mineral Exploration and Development Costs | ' | ||
Mineral Exploration and Development Costs | |||
All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. Exploration costs were approximately $456,000 and $1,282,000 for the years ended August 31, 2014 and 2013, respectively. | |||
Share-based Payments | ' | ||
Share-based Payments | |||
The Company estimates the fair value of share-based compensation using the Black-Scholes valuation model, in accordance with the provisions of ASC 718, Stock Compensation and ASC 505, Share-Based Payments . Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of our stock, the risk-free rate, and dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. | |||
Amended 2008 Stock Option Plan | |||
In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2014, a total of 2,205,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. | |||
Income Taxes | ' | ||
Income Taxes | |||
Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities, and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |||
Basic and Diluted Loss Per Share | ' | ||
Basic and Diluted Loss Per Share | |||
The Company computes loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share on the face of the Statements of Operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants using the treasury method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these financial statements include all normal and recurring adjustments necessary for a fair presentation under Generally Accepted Accounting Principles. | |||
Fair Value Measurements | ' | ||
Fair Value Measurements | |||
We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three levels of inputs used to measure fair value are as follows: | |||
• | Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. | ||
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||
• | Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | ||
Our financial instruments consist principally of cash, accounts payable and accrued liabilities and note payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
Pronouncements between August 31, 2014 and the date of this filing are not expected to have a significant impact on our operations, financial position, or cash flow, nor does the Company expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows. |
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment, net | ' | ||||||||
Our property and equipment, net consist of the following: | |||||||||
August 31, 2014 | August 31, 2013 | ||||||||
Furniture &office equipment | $ | 85,889 | $ | 85,889 | |||||
Vehicles | 105,299 | 105,299 | |||||||
Computers & software | 48,711 | 48,071 | |||||||
Field equipment | 71,396 | 71,396 | |||||||
Total cost basis | 311,295 | 310,655 | |||||||
Less: Accumulated depreciation | (228,293 | ) | (162,438 | ) | |||||
Property & equipment, net | $ | 83,002 | $ | 148,217 |
MINERAL_PROPERTIES_Tables
MINERAL PROPERTIES (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Mineral Industries Disclosures [Abstract] | ' | ||||||||
Schedule of future minimum lease payments for mineral properties leased | ' | ||||||||
September 2011 Lease | |||||||||
Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: | |||||||||
Per Acre Amount | Total Amount | ||||||||
September 2, 2013 – 2014 | $ | 50 | $ | 44,718 | |||||
September 2, 2015 – 2019 | $ | 75 | $ | 67,077 | |||||
September 2, 2020 – 2024 | $ | 150 | $ | 134,155 | |||||
September 2, 2025 – 2029 | $ | 200 | $ | 178,873 | |||||
November 2011 Lease | |||||||||
Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: | |||||||||
Per Acre Amount | Total Amount | ||||||||
November 1, 2013-2014 | $ | 50 | $ | 4,500 | |||||
November 1, 2015 – 2019 | $ | 75 | $ | 6,750 | |||||
November 1, 2020 – 2024 | $ | 150 | $ | 13,500 | |||||
November 1, 2025 – 2029 | $ | 200 | $ | 18,000 |
NOTE_PAYABLE_Tables
NOTE PAYABLE (Tables) | 12 Months Ended | ||
Aug. 31, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Schedule of future maturities of debt | ' | ||
Future maturities | |||
Year | Principle amount due | ||
2015 | 30,458 | ||
2016 | 31,981 | ||
2017 | 33,580 | ||
2018 | 35,259 | ||
2019 thereafter | 159,567 | ||
Total | $290,845 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of reconciliation of federal income tax | ' | ||||||||
NOTE 6 – INCOME TAXES | |||||||||
The following table sets forth a reconciliation of the federal income tax for the years ended August 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Loss before provision for income taxes | $ | (2,791,438 | ) | $ | (3,689,862 | ) | |||
Income tax benefit at 34% federal statutory rate | $ | 949,089 | $ | 1,254,553 | |||||
Permanent difference - non-deductible business meals and entertainment | (1,087 | ) | (1,379 | ) | |||||
Other | 29,815 | ||||||||
Increase in valuation allowance | (948,002 | ) | (1,282,989 | ) | |||||
$ | - | $ | - | ||||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance to reduce the net deferred tax asset to zero. | |||||||||
In order to comply with generally accepted accounting principles, management has decided to establish a valuation allowance because of the potential that the tax benefits underlying deferred tax asset may not be realized. Significant components of our deferred tax asset at August 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carryfowards | $ | 3,520,253 | $ | 2,948,177 | |||||
Stock compensation | 1,486,689 | 1,264,291 | |||||||
Assets, exploration cost, depreciation and | |||||||||
amortization | 3,452,684 | 3,299,156 | |||||||
Less: valuation allowance | (8,459,626 | ) | (7,511,624 | ) | |||||
$ | - | $ | - | ||||||
As a result of a change in control effective in April 2007, our net operating losses prior to that date may be partially or entirely unavailable, by law, to offset future income and, accordingly, are excluded from the associated deferred tax asset. | |||||||||
The net operating loss carryforward in the approximate amount of $10,354,000 will begin to expire in 2022. We file income tax returns in the United States and in one state jurisdiction. With few exceptions, we are no longer subject to United States federal income tax examinations for fiscal years ending before 2010, and is no longer subject to state tax examinations for years before 2009. | |||||||||
Schedule of components of deferred tax asset | ' | ||||||||
Significant components of our deferred tax asset at August 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carryfowards | $ | 3,520,253 | $ | 2,948,177 | |||||
Stock compensation | 1,486,689 | 1,264,291 | |||||||
Assets, exploration cost, depreciation and | |||||||||
amortization | 3,452,684 | 3,299,156 | |||||||
Less: valuation allowance | (8,459,626 | ) | (7,511,624 | ) | |||||
$ | - | $ | - |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
SHAREHOLDERS' EQUITY | ' | ||||||||||||||||
NOTE 7– SHAREHOLDERS’ EQUITY | |||||||||||||||||
Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share. | |||||||||||||||||
All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. | |||||||||||||||||
During the year ended August 31, 2014, we expensed approximately $767,000 in non-cash stock-based compensation to directors and outside consultants. | |||||||||||||||||
On September 1, 2013, our Board approved and granted a total of 60,000 options to consultants. The options are exercisable at $0.30 per share for a period of five years. All options vest 1/6 at the end of each month of consulting services. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 60,000 options issued during the period to these consultants, using the assumptions of a risk free interest rate of 1.62%, dividend yield of 0%, volatility of 303%, and an expected life of 5 years. These options are valued at approximately $16,000 and are being expensed over the vesting period of 6 months in the amount of approximately $2,700 per month and have been fully expensed at year end. | |||||||||||||||||
On October 1, 2013, we appointed Mr. Jack Lifton to serve as a member of our Board. In connection with the appointment of Mr. Jack Lifton to our Board on October 1, 2013, Mr. Lifton was granted 100,000 options to purchase shares of our common stock, vesting immediately with a term of 5 years and at an exercise price of $0.50. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 100,000 options issued during the period to this director, using the assumptions of a risk free interest rate of 1.10%, dividend yield of 0%, volatility of 302%, and an expected life of 5 years. These options were immediately expensed during the current period in the amount of approximately $47,000. In addition, Mr. Lifton, as a non-executive director, will receive $10,000 annually, $1,000 for in person board meetings, $500 for telephonic board meetings and $500 for committee meetings (both in person and telephonic) pursuant to our director compensation program. | |||||||||||||||||
On November 25, 2013, our Board approved and granted a total of 10,000 options to consultants. The options are exercisable at $0.50 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 10,000 options issued during the period to these consultants, using the assumptions of a risk free interest rate of 1.37%, dividend yield of 0%, volatility of 298%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $5,000. | |||||||||||||||||
On December 8, 2013, our Board approved and granted 240,000 options to Mr. Marchese, 160,000 options to Dr. Pingitore, and 60,000 options each to Mr. Gorski, Dr. Wolfe, Mr. Lifton, Dr. Goodell, Ms. Lynch and Mr. Wall. All options to these members are exercisable at $0.50 per share for a period of ten years, vesting immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 760,000 options issued during the period to these directors, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 297%, and an expected life of 10 years. These options were expensed during the quarter ending February 28, 2014. Total value expensed was approximately $380,000. | |||||||||||||||||
On January 10, 2014, our Board entered into an agreement with a consultant to provide advisory services to the Company’s Board. As a part of the agreement our Board approved to provide the consultant with annual cash compensation of $5,000 and a grant of 25,000 options. The options are exercisable at $0.42 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 25,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 293%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $10,500. | |||||||||||||||||
On February 19, 2014, our Board approved a grant of 50,000 options to a consultant to the Company. The options are exercisable at $0.41 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 50,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 2.88%, dividend yield of 0%, volatility of 291%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $20,500. | |||||||||||||||||
On March 31, 2014, April 30, 2014, and May 31, 2014, the Board approved a total grant of 30,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 30,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.54% to 1.74%, dividend yield of 0%, volatility of 284% to 288%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $12,000. | |||||||||||||||||
On March 3, 2014, our Board approved the repricing of all outstanding Board options for active directors to $0.45. A total of 3.185 million Directors’ options that was outstanding as of March 3, 2014. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 3.185 million options outstanding on March 3, 2014, using the assumptions of a risk free interest rate from 0.39% to 2.6%, a dividend yield of 0%, volatility of 158%, to 883% and an expected life of 2 to 9.75 years. The options were expensed in full during the third quarter 2014 in the amount of approximately $43,000. | |||||||||||||||||
On March 19, 2014, our Board approved a grant of 25,000 options to a consultant to the Company. The options are exercisable at $0.41 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 25,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.56%, dividend yield of 0%, volatility of 289%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $10,500. | |||||||||||||||||
On June 30, 2014, July 31, 2014, and August 31, 2014, the Board approved a total grant of 30,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 30,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.62% to 1.76%, dividend yield of 0%, volatility of 281% to 286%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $12,000. | |||||||||||||||||
During the year the Company recognized stock compensation expense of approximately $210,000 for 1,725,000 stock options issued to Board members in prior year for services vesting over one to three years. As of yearend there remains approximately $249,000 of stock compensation expense to be recognized. | |||||||||||||||||
We currently have 37,036,916 shares of our common stock outstanding. | |||||||||||||||||
As of August 31, 2014, the Company has 9,587,000 warrants issued in prior year, exercisable and outstanding with exercise prices of $2.50 to $5.00 per warrant, expiring 2015 and 2016. | |||||||||||||||||
As of August 31, 2014, the Company has 4,965,000 options issued and outstanding, of which 1,090,000 were issued during the twelve months ended August 31, 2014. The options have exercise prices of $0.30 to $1.00 and 3,971,022 are vested and exercisable, expiring in 2016 and 2024. | |||||||||||||||||
In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was also approved by our shareholders in September 2008. In May 2011, the board of directors adopted an amendment to our 2008 Plan (the “Amended 2008 Plan”), which was also approved by our shareholders in August 2011. The Amended 2008 Plan increased the number of shares available for grant from 2,000,000 to up to 5,000,000 shares of our common stock for awards to our officers, directors, employees and consultants. On February 15, 2012, our stockholders approved an increase of 2,000,000 of shares of common stock available for issuance under the amended 2008 Stock Option Plan (the “Plan”). As amended, the Plan provides for 7,000,000 shares of common stock for all awards. Other provisions of the Amended 2008 Plan remain the same as under our 2008 Plan. As of August 31, 2014, a total of 2,205,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. | |||||||||||||||||
The following table sets forth certain information as of August 31, 2014 concerning our common stock that may be issued upon the exercise of options or warrants or pursuant to purchases of stock under the Amended 2008 Plan: | |||||||||||||||||
Plan Category | (a) | (b) | (c) | ||||||||||||||
Number of Securities to be Issued Upon the Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||||||
Equity compensation plans approved by stockholders | 4,795,000 | $0.70 | 2,205,000 | ||||||||||||||
Equity compensation plans not approved by stockholders | 170,000 | $0.33 | -- | ||||||||||||||
Total | 4,965,000 | $0.69 | 2,205,000 | ||||||||||||||
Warrants | |||||||||||||||||
The fair value of the 1,905,000 warrants issued in January 2011 with our 2011 Private Placement was estimated at the date of issue using the Black-Scholes valuation model. The Company included the relative fair value of the warrants of $944,000 as APIC. | |||||||||||||||||
The fair value of the 7,432,000 Option Warrants issued in May and June with our 2011 Private Placement was estimated at the date of issue using the Black-Scholes valuation model. The Company recorded the relative fair value of the warrants of $2,236,000 as Additional Paid In Capital. | |||||||||||||||||
The fair value of the 250,000 Option Warrants issued in November 2010 for public relations services was estimated at the date of issue using the Black-Scholes valuation model. The Company recorded the relative fair value of the warrants of $479,998 as Additional Paid In Capital. | |||||||||||||||||
Warrant activity for the year ended August 31, 2014, was as follows: | |||||||||||||||||
Shares | Weighted | Weighted | Grant | ||||||||||||||
Average | Average | Date | |||||||||||||||
Exercise Price | Remaining | Fair | |||||||||||||||
Contractual Life (In Years) | Value | ||||||||||||||||
Outstanding at August 31, 2013 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Warrants granted | - | - | - | - | |||||||||||||
Warrants exercised | - | - | - | - | |||||||||||||
Warrants cancelled/forfeited/expired | - | - | - | - | |||||||||||||
Outstanding at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Vested at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Exercisable at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
The assumptions used and the weighted average calculated value of warrants issued during prior years, were as follows: | |||||||||||||||||
Risk-free interest rate | 1.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected volatility | 380-425 | % | |||||||||||||||
Expected life | 5 Years | ||||||||||||||||
Schedule of stock issuable under the Amended 2008 Plan | ' | ||||||||||||||||
The following table sets forth certain information as of August 31, 2014 concerning our common stock that may be issued upon the exercise of options or warrants or pursuant to purchases of stock under the Amended 2008 Plan: | |||||||||||||||||
Plan Category | (a) | (b) | (c) | ||||||||||||||
Number of Securities to be Issued Upon the Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||||||
Equity compensation plans approved by stockholders | 4,795,000 | $0.70 | 2,205,000 | ||||||||||||||
Equity compensation plans not approved by stockholders | 170,000 | $0.33 | -- | ||||||||||||||
Total | 4,965,000 | $0.69 | 2,205,000 | ||||||||||||||
Schedule of warrant activity | ' | ||||||||||||||||
Warrant activity for the year ended August 31, 2014, was as follows: | |||||||||||||||||
Shares | Weighted | Weighted | Grant | ||||||||||||||
Average | Average | Date | |||||||||||||||
Exercise Price | Remaining | Fair | |||||||||||||||
Contractual Life (In Years) | Value | ||||||||||||||||
Outstanding at August 31, 2013 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Warrants granted | - | - | - | - | |||||||||||||
Warrants exercised | - | - | - | - | |||||||||||||
Warrants cancelled/forfeited/expired | - | - | - | - | |||||||||||||
Outstanding at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Vested at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Exercisable at August 31, 2014 | 9,587,000 | $ | 2.57 | 1.54 | $ | 3,659,998 | |||||||||||
Schedule of assumptions used in warrant valuation | ' | ||||||||||||||||
The assumptions used and the weighted average calculated value of warrants issued during prior years, were as follows: | |||||||||||||||||
Risk-free interest rate | 1.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected volatility | 380-425 | % | |||||||||||||||
Expected life | 5 Years |
ORGANIZATION_AND_NATURE_OF_BUS1
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2007 | Aug. 31, 2014 | Aug. 31, 2013 | Sep. 30, 2008 | Jul. 31, 2004 | Aug. 31, 2014 | |
State of Texas - Hudspeth County, TX [Member] | ||||||
acre | ||||||
Leases | ||||||
Common stock, shares authorized | ' | 100,000,000 | 100,000,000 | 100,000 | 25,000,000 | ' |
Reverse Stock Split, conversion ratio | 0.5 | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.01 | $0.01 | $0.01 | ' | ' |
Preferred stock, shares authorized | ' | 10,000,000 | 10,000,000 | 10,000,000 | ' | ' |
Preferred stock, par value | ' | $0.00 | $0.00 | $0.00 | ' | ' |
Number of leases held | ' | ' | ' | ' | ' | 2 |
Lease term | ' | ' | ' | ' | ' | '19 years |
Lease acreage | ' | ' | ' | ' | ' | 950 |
Prospecting permints, lease acreat | ' | ' | ' | ' | ' | 9,345 |
Accumulated deficit | ' | ($29,298,648) | ($26,507,210) | ' | ' | ' |
SUMMARY_OF_ACCOUNTING_POLICIES2
SUMMARY OF ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Feb. 15, 2012 | 31-May-11 | Sep. 30, 2008 | Aug. 31, 2014 | Aug. 31, 2014 | |
2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | Lower Range [Member] | Upper Range [Member] | |||
Estimated useful life of property and equipment | ' | ' | ' | ' | ' | ' | '3 years | '20 years |
Exploration costs | $455,903 | $1,281,998 | ' | ' | ' | ' | ' | ' |
Shares authorized to be granted | ' | ' | ' | 7,000,000 | 5,000,000 | 2,000,000 | ' | ' |
Shares available for issuance | 2,205,000 | ' | 2,205,000 | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Depreciation expense | $65,855 | $86,272 |
Lower Range [Member] | ' | ' |
Estimated useful life of property and equipment | '3 years | ' |
Upper Range [Member] | ' | ' |
Estimated useful life of property and equipment | '20 years | ' |
PROPERTY_AND_EQUIPMENT_NET_Det1
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Property & equipment, gross | $311,295 | $310,655 |
Less: Accumulated depreciation | -228,293 | -162,438 |
Property & equipment, net | 83,002 | 148,217 |
Furniture and Office Equipment [Member] | ' | ' |
Property & equipment, gross | 85,889 | 85,889 |
Vehicles [Member] | ' | ' |
Property & equipment, gross | 105,299 | 105,299 |
Computers & Software [Member] | ' | ' |
Property & equipment, gross | 48,711 | 48,071 |
Field Equipment [Member] | ' | ' |
Property & equipment, gross | $71,396 | $71,396 |
MINERAL_PROPERTIES_Details_Nar
MINERAL PROPERTIES (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Sep. 30, 2008 | Sep. 02, 2011 | Aug. 31, 2014 | Aug. 31, 2014 | Nov. 01, 2011 | Aug. 31, 2014 | Mar. 06, 2013 | Aug. 31, 2013 | |
Texas General Land Office - Hudspeth County, TX [Member] | Texas General Land Office - Hudspeth County, TX [Member] | State of Texas - Hudspeth County, TX [Member] | State of Texas - Hudspeth County, TX [Member] | State of Texas - Hudspeth County, TX [Member] | Southwest Range and Wildlife Foundation, Inc. [Member] | Southwest Range and Wildlife Foundation, Inc. [Member] | ||||
September 2011 Mineral Properties Lease [Member] | September 2011 Mineral Properties Lease [Member] | acre | November 2011 Mineral Properties Lease [Member] | November 2011 Mineral Properties Lease [Member] | Surface Lease [Member] | Surface Lease [Member] | ||||
acre | acre | acre | ||||||||
Lease acreage | ' | ' | ' | 860 | ' | 950 | 90 | ' | 54,990.11 | ' |
Lease term | ' | ' | ' | ' | ' | '19 years | ' | ' | ' | ' |
Lease bonus | ' | ' | ' | $142,518 | ' | ' | ' | ' | ' | ' |
Lease bonus paid | ' | ' | ' | 44,718 | ' | ' | 20,700 | ' | ' | ' |
Lease bonus due upon filing of supplemental plan of operations to conduct mining | ' | ' | ' | 97,800 | ' | ' | ' | ' | ' | ' |
Minimum advance royalty due upon sale of minerals | ' | ' | ' | 500,000 | ' | ' | 50,000 | ' | ' | ' |
Production royalty of market value of uranium and fissionable materials | ' | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | ' |
Production royalty of market value of other minerals | ' | ' | ' | 6.25% | ' | ' | 6.25% | ' | ' | ' |
Delay rental paid | ' | ' | ' | ' | 44,718 | ' | ' | 4,500 | ' | ' |
Cash paid for lease assignment | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Shares issued for lease | ' | ' | ' | ' | ' | ' | ' | ' | 1,063,830 | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | $0.01 | ' |
Periodic payment | $45,000 | ' | ' | ' | ' | ' | ' | ' | $45,000 | ' |
Number of payments | 9 | ' | ' | ' | ' | ' | ' | ' | 10 | 9 |
MINERAL_PROPERTIES_Details
MINERAL PROPERTIES (Details) (USD $) | Aug. 31, 2014 |
September 2, 2013 - 2014 [Member] | ' |
Per Acre Amount | $50 |
Total Lease Amount | 44,718 |
September 2, 2015 - 2019 [Member] | ' |
Per Acre Amount | 75 |
Total Lease Amount | 67,077 |
September 2, 2020 - 2024 [Member] | ' |
Per Acre Amount | 150 |
Total Lease Amount | 134,155 |
September 2, 2025 - 2029 [Member] | ' |
Per Acre Amount | 200 |
Total Lease Amount | 178,873 |
November 1, 2013 - 2014 [Member] | ' |
Per Acre Amount | 50 |
Total Lease Amount | 4,500 |
November 1, 2015 - 2019 [Member] | ' |
Per Acre Amount | 75 |
Total Lease Amount | 6,750 |
November 1, 2020 - 2024 [Member] | ' |
Per Acre Amount | 150 |
Total Lease Amount | 13,500 |
November 1, 2025 - 2029 [Member] | ' |
Per Acre Amount | 200 |
Total Lease Amount | $18,000 |
NOTE_PAYABLE_Details_Narrative
NOTE PAYABLE (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Debt Disclosure [Abstract] | ' | ' |
Note payable face amount | $45,000 | ' |
Periodic payment | 45,000 | ' |
Number of payments | 9 | ' |
Interest rate | 5.00% | ' |
Note payable | 364,852 | ' |
Current portion of note payable | 30,458 | 29,007 |
Note payable - net of current portion and discount | 260,387 | 290,845 |
Accrued interest expense | 7,750 | ' |
Payment under surface lease | $45,000 | ' |
NOTE_PAYABLE_Details
NOTE PAYABLE (Details) (USD $) | Aug. 31, 2014 |
Future maturities, fiscal year: | ' |
2015 | $30,458 |
2016 | 31,981 |
2017 | 33,580 |
2018 | 35,259 |
2019 thereafter | 159,567 |
Total | $290,845 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Federal statutory rate | 34.00% |
Net operating loss carryforward | $10,354,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Reconciliation of federal income tax | ' | ' |
Loss before provision for income taxes | ($2,791,438) | ($3,689,862) |
Income tax benefit computed at statutory rates | 949,089 | 1,254,553 |
Permanent difference - non-deductible business meals and entertainment | -1,087 | -1,379 |
Other | ' | 29,815 |
Increase in valuation allowance | ($948,002) | ($1,282,989) |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred tax asset: | ' | ' |
Net operating loss carryfowards | $3,520,253 | $2,948,177 |
Stock compensation | 1,486,689 | 1,264,291 |
Assets, exploration cost, depreciation and amortization | 3,452,684 | 3,299,156 |
Less: valuation allowance | ($8,459,626) | ($7,511,624) |
SHAREHOLDERS_EQUITY_Details_Na
SHAREHOLDERS' EQUITY (Details Narrative) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | Sep. 30, 2008 | Jul. 31, 2004 | Aug. 31, 2014 | Aug. 31, 2013 | Jun. 30, 2011 | Jan. 31, 2011 | Nov. 10, 2010 | Aug. 31, 2014 | Feb. 15, 2012 | 31-May-11 | Sep. 30, 2008 | Aug. 31, 2014 | Aug. 31, 2014 | Oct. 01, 2013 | Aug. 31, 2014 | Dec. 08, 2013 | Feb. 28, 2014 | Mar. 19, 2014 | Feb. 19, 2014 | Jan. 10, 2014 | Nov. 25, 2013 | Sep. 02, 2013 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Dec. 08, 2013 | Dec. 08, 2013 | Mar. 03, 2014 | Dec. 08, 2013 | Aug. 31, 2014 | Mar. 03, 2014 | Mar. 03, 2014 | |
Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | 2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | 2008 Stock Option Plan [Member] | Lower Range [Member] | Upper Range [Member] | Jack Lifton, Director [Member] | Board of Director Members [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | |||||
Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Mr. Marchese [Member] | Dr. Pingitore [Member] | Board of Director Members [Member] | Board of Director Members [Member] | Board of Director Members [Member] | Board of Director Members [Member] | Board of Director Members [Member] | ||||||||||||||||||||
Lower Range [Member] | Lower Range [Member] | Upper Range [Member] | Upper Range [Member] | Lower Range [Member] | Upper Range [Member] | ||||||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | $767,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $47,000 | $210,000 | ' | $380,000 | $10,500 | $20,500 | $10,500 | $5,000 | ' | $12,000 | $12,000 | ' | ' | ' | ' | ' | ' | ' | ' | $43,000 | ' | ' |
Options granted | 1,090,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | 760,000 | ' | 25,000 | 50,000 | 25,000 | 10,000 | 60,000 | 30,000 | 30,000 | ' | ' | ' | ' | 240,000 | 160,000 | ' | 60,000 | ' | ' | ' |
Exercise price of options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.30 | $1 | $0.50 | ' | $0.50 | ' | $0.41 | $0.41 | $0.42 | $0.50 | $0.30 | $0.30 | $0.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repricing of options previously granted | $0.69 | ' | ' | ' | ' | ' | ' | ' | ' | $0.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.45 | ' | ' | ' | ' |
Stock options outstanding | 4,965,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,795,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,185,000 | ' | ' | ' | ' |
Stock options, vested and exercisable | 3,971,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '10 years | ' | '5 years | '5 years | '5 years | '5 years | '5 years | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Vest Immediately | ' | ' | ' | 'Vest Immediately | 'Vest Immediately | 'Vest Immediately | 'Vest Immediately | 'Vest 1/6 at the end of each month of consulting services | 'Vest Immediately | 'Vest Immediately | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total value of options to be expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 249,000 | ' | ' |
Fair Value estimation method | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Black-Scholes | ' | 'Black-Scholes | ' | 'Black-Scholes | 'Black-Scholes | 'Black-Scholes | 'Black-Scholes | 'Black-Scholes | 'Black-Scholes | 'Black-Scholes | ' | ' | ' | ' | ' | ' | 'Black-Scholes | ' | ' | ' | ' |
Expected dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | 0.00% | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.10% | ' | 2.88% | ' | 1.56% | 2.88% | 2.88% | 1.37% | 1.62% | ' | ' | 1.62% | 1.54% | 1.76% | 1.74% | ' | ' | ' | ' | ' | 0.39% | 2.60% |
Expected volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 302.00% | ' | 297.00% | ' | 289.00% | 291.00% | 293.00% | 298.00% | 303.00% | ' | ' | 281.00% | 284.00% | 286.00% | 288.00% | ' | ' | ' | ' | ' | 158.00% | 883.00% |
Expected life | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '10 years | ' | '5 years | '5 years | '5 years | '5 years | '5 years | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '9 years 9 months |
Fair value of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly expense amount to be recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In-person board meeting compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Telephonic board meeting compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Committee board meeting compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual cash compensation to consultant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 37,036,916 | 37,036,916 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | 9,587,000 | ' | ' | ' | 9,587,000 | 9,587,000 | 7,432,000 | 1,905,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants, recorded in APIC | ' | ' | ' | ' | ' | ' | $2,236,000 | $944,000 | $479,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | ' | ' | ' | $2.57 | $2.57 | ' | ' | ' | ' | ' | ' | ' | $2.50 | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized to be granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | 5,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for issuance | 2,205,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,205,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREHOLDERS_EQUITY_Details
SHAREHOLDERS' EQUITY (Details) (USD $) | Aug. 31, 2014 |
Stock Options outstanding | 4,965,000 |
Weighted Average Exercise Price | $0.69 |
Stock Options available for issuance | 2,205,000 |
2008 Stock Option Plan [Member] | ' |
Stock Options outstanding | 4,795,000 |
Weighted Average Exercise Price | $0.70 |
Stock Options available for issuance | 2,205,000 |
Plans Not Approved by Stockholders [Member] | ' |
Stock Options outstanding | 170,000 |
Weighted Average Exercise Price | $0.33 |
SHAREHOLDERS_EQUITY_Details_1
SHAREHOLDERS' EQUITY (Details 1) (USD $) | 12 Months Ended | |||
Aug. 31, 2014 | Jun. 30, 2011 | Jan. 31, 2011 | Nov. 10, 2010 | |
Number shares: | ' | ' | ' | ' |
Warrants outstanding, ending | 9,587,000 | ' | ' | ' |
Warrants [Member] | ' | ' | ' | ' |
Number shares: | ' | ' | ' | ' |
Warrants outstanding, beginning | 9,587,000 | 7,432,000 | 1,905,000 | 250,000 |
Warrants outstanding, ending | 9,587,000 | 7,432,000 | 1,905,000 | 250,000 |
Warrants vested and exercisable | 9,587,000 | ' | ' | ' |
Weighted average exercise price | ' | ' | ' | ' |
Warrants outstanding, beginning | $2.57 | ' | ' | ' |
Warrants outstanding, ending | $2.57 | ' | ' | ' |
Warrants vested and exercisable | $2.57 | ' | ' | ' |
Weighted average remaining contractual life | ' | ' | ' | ' |
Warrant Term | '1 year 6 months 14 days | ' | ' | ' |
Grant Date Fair Value | ' | ' | ' | ' |
Warrants outstanding, beginning | $3,659,998 | ' | ' | ' |
Warrants outstanding, ending | 3,659,998 | ' | ' | ' |
Warrants vested and exercisable | $3,659,998 | ' | ' | ' |
SHAREHOLDERS_EQUITY_Details_2
SHAREHOLDERS' EQUITY (Details 2) (Warrants [Member]) | 12 Months Ended |
Aug. 31, 2014 | |
Risk-free interest rate | 1.10% |
Expected dividend yield | 0.00% |
Expected life | '5 years |
Lower Range [Member] | ' |
Expected volatility | 380.00% |
Upper Range [Member] | ' |
Expected volatility | 425.00% |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Accounts payable - related party | $8,390 |
Monthly rent paid to director | $1,600 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (Subsequent Event Stock Option [Member], USD $) | 12 Months Ended |
Aug. 30, 2014 | |
acre | |
Subsequent Event Stock Option [Member] | ' |
Option to purchase surface right, area | 5,670 |
Annual payment for option to be valid | $10,000 |