Texas Mineral Resources (TMRC) 10-Q 15 Jul 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2016	Jul. 15, 2016
Document And Entity Information
Entity Registrant Name	Texas Mineral Resources Corp.
Entity Central Index Key	1,445,942
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		44,665,516
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May 31, 2016	Aug. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 12,553	$ 2,938
Prepaid expenses and other current assets	13,869	27,420
Total current assets	26,422	30,358
Property and equipment, net	21,296	47,352
Mineral properties	1,753,447	1,738,447
Deposits	29,710	29,710
TOTAL ASSETS	1,830,875	1,845,867
CURRENT LIABILITIES
Accounts payable and accrued liabilities	188,176	127,172
Accounts payable - related party	274,755	111,064
Current portion of note payable	260,387	370,845
Total current liabilities	723,318	609,081
Note payable - net of current portion and discount
Total liabilities	723,318	609,081
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of May 31, 2016 and August 31, 2015, respectively
Common stock, par value $0.01; 100,000,000 shares authorized, 44,665,516 and 41,368,015 shares issued and outstanding as of May 31, 2016 and August 31, 2015, respectively	446,656	413,681
Additional paid-in capital	32,916,957	32,106,023
Accumulated deficit	(32,256,056)	(31,282,918)
Total shareholders' equity	1,107,557	1,236,786
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,830,875	$ 1,845,867

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2016	Aug. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
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	44,665,516	41,368,015
Common stock, shares outstanding	44,665,516	41,368,015

UNAUDITED STATEMENTS OF OPERATI

UNAUDITED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
OPERATING EXPENSES
Exploration costs	$ 74,042	$ (126,373)	$ 118,353	$ 461,584
General and administrative expenses	233,004	314,399	849,869	1,243,704
Total operating expenses	307,046	188,026	968,222	1,705,288
LOSS FROM OPERATIONS	(307,046)	(188,026)	(968,222)	(1,705,288)
OTHER INCOME (EXPENSE)
Interest and other income	84	117	6,145	620
Interest and other expense	(4,802)	250	(11,061)	(7,250)
Total other income (expense)	(4,718)	367	(4,916)	(6,630)
NET LOSS	$ (311,764)	$ (187,659)	$ (973,138)	$ (1,711,918)
Net loss per share:
Basic and diluted net loss per share	$ (0.01)		$ (0.02)	$ (0.04)
Weighted average shares outstanding:
Basic and diluted	44,665,516	41,368,016	43,486,118	39,095,762

UNAUDITED STATEMENTS OF CASH FL

UNAUDITED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (973,138)	$ (1,711,918)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	21,977	27,469
Gain on sale of asset	(5,698)
Stock based compensation	184,409	400,016
Changes in current assets and liabilities:
Prepaid expenses and other assets	13,551	43,060
Accounts payable and accrued expenses	71,005	(71,009)
Accounts payable related party	163,691	27,784
Net cash used in operating activities	(524,203)	(1,284,598)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment	9,777
Investment in mineral properties	(15,000)	(20,160)
Net cash used in investing activities	(5,223)	(20,160)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on lease note payable	(30,459)
Cash from sale of common stock	569,500	939,901
Net cash used in financing activities	539,041	939,901
NET CHANGE IN CASH AND CASH EQUIVALENTS	9,615	(364,857)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,938	387,841
CASH AND CASH EQUIVALENTS, END OF PERIOD	12,553	22,984
SUPPLEMENTAL INFORMATION
Interest paid
Taxes paid
NON-CASH TRANSACTIONS
Conversion of notes payable and accrued interest to units	$ 90,000

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	May 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Texas Mineral Resources Corp. (“we”, “us”, “our”, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10-K, for the year ended August 31, 2015, dated November 30, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2015 as reported in our annual report on Form 10-K, have been omitted. The financial statements have been prepared on a going concern basis which assumes the Company will not 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 $32,256,056 as of May 31, 2016 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 or private placement of common stock. On March 14, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend its Certificate of Incorporation to change the name of the Company from “Texas Rare Earth Resources Corp” to “Texas Mineral Resources Corp”. The amendment shall be effective at 9:00 am EST on March 21, 2016. The Certificate of Amendment did not make any other amendments to the Company’s Certificate of Incorporation.

MINERAL PROPERTIES

MINERAL PROPERTIES	9 Months Ended
	May 31, 2016
Mineral Industries Disclosures [Abstract]
MINERAL PROPERTIES	NOTE 2 – 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 2015, we paid a delay rental to the State of Texas in the amount of $67,077. 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 2015, we paid a delay rental to the State of Texas of $6,750. March 2013 Lease 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 October 2014 Surface Option 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, and separately a lease to develop the water necessary for the potential Round Top project mine operations. 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, which was paid during the nine months ended May 31, 2016. The purchase price will be the appraised value of the surface at the time of exercising the option. The ground water lease secures our right to develop the ground water within a 13,120 acre lease area located approximately 4 miles from the Round Top deposit. The lease area contains five existing water wells. It is anticipated that all potential water needs for the Round Top project mine operations would be satisfied by the existing wells covered by this water lease. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation, which was paid during the nine months ended May 31, 2016. After initiation of production we will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains effective as long as the mineral lease is in effect.

NOTE PAYABLE

NOTE PAYABLE	9 Months Ended
	May 31, 2016
Debt Disclosure [Abstract]
NOTE PAYABLE	NOTE 3 – NOTE PAYABLE In relation to the Foundation lease discussed in Note 2 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. In connection with the offering of Units, on December 7, 2015, we entered into a settlement agreement with Southwest Range & Wildlife Foundation. Southwest Range agreed to invest $10,000 of the amounts due and payable under the Lease Agreement into Units issued the Offering. In connection with the Settlement Agreement, we issued 50,000 Units to Southwest in exchange for the investment of $10,000 of the amounts due and payable under the Lease Agreement into Units issued in the Offering. The outstanding note payable due is $260,387 as of May 31, 2016. As of the date of this filing, we have not paid the fourth installment of our surface lease in the amount of $45,000 to the Southwest Wildlife Foundation. As a result, the full amount of the note payable has been classified as currently due. On August 26, 2015 we issued promissory notes to two individuals for $40,000 each for total loan proceeds of $80,000, due on November 24, 2015 (due on demand upon default), non-interest bearing, and unsecured. As additional consideration for the loan, we issued 80,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.20 and term of five years. The promissory note has a relative fair value of $56,766 and the warrants has a relative fair value of $23,234 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.49% (ii) estimated volatility of 198% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. In connection with our offering of Units, on December 7, 2015, we entered into two separate note settlement agreements with Leo E Mindel Non-GST Exempt Family Trust and Sunny Mindel (collectively, the “Holders”), respectively (the “Note Settlement Agreements”). Pursuant to the Note Settlement Agreements, each Holder agreed that in exchange for each $40,000 principal amount unsecured note of the Company due November 24, 2015 (each a “Note”) held by each Holder, that each Holder would reinvest the amounts due and payable under the Notes into the Offering and the amounts due and payable thereunder would be settled by issuing Units. In connection with the Offering and the Note Settlement Agreements, we issued 200,000 Units to each Holder for the exchange and cancellation of each Note and the amounts due and payable thereunder held by each Holder.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	9 Months Ended
	May 31, 2016
Equity [Abstract]
SHAREHOLDERS' EQUITY	NOTE 4 – SHAREHOLDERS’ EQUITY Capital Stock 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. On December 7, 2015, we closed a private placement of the Company’s units with 11 accredited investors for aggregate gross proceeds to the Company of approximately $659,500. Each Unit issued in the Offering consists of: (i) one share of common stock of the Company, par value $0.01 per share and (ii) two common stock purchase warrants. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.35 per Warrant Share until December 7, 2020. The common stock have a relative fair value of $224,595 and the warrants have a relative fair value of $434,905 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.59-1.70 (ii) estimated volatility of 191% (iii) dividend yield of 0.00% and (iv) expected life of the options of five years. In connection with the Offering, we entered into Subscription Agreements by and between us and each Subscriber in which we issued to the Subscribers an aggregate of 3,297,500 Units at a per Unit purchase price of $0.20. Pursuant to the Subscription Agreement, we agreed to use our reasonable commercial efforts to prepare and file with the United States Securities and Exchange Commission within sixty (60) calendar days from the closing of the Offering a registration statement to cover the resale, from time to time, of the Common Shares and the Warrant Shares issuable upon the exercise of the Warrants. The sale and issuance of the Units, the Common Shares, the Warrants and the Warrant Shares issuable upon the conversion or exercise therein were issued or will be issued pursuant to the exemption from registration under the U.S. Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. From September 2015 through May 2016 the Board approved a total grant of 90,000 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 90,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.22% to 1.78%, dividend yield of 0%, volatility of 421% to 427%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $15,000. We have recognized stock compensation expense of $106,785 for 1,425,000 stock options issued in prior year to members of the board. The remaining expense to be recognized is $0. During the nine months ended May 31, 2016 the Company recognized $184,409 in stock compensation expense to be issued in common stock for services to a Consultant. The shares have not been issued to date. During the nine months ended May 31, 2016, the Company recognized $62,500 in stock compensation expense to be issued in common stock for services to a consultant. The shares have not been issued to date. We have 44,665,516 shares of our common stock outstanding as of May 31, 2016.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	May 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS The Company had accounts payable to related parties in the amount of $274,755 at May 31, 2016. The Company rents office space on a month to month basis of $1,600 from a director. This space is currently subleased to a tenant.

MINERAL PROPERTIES (Tables)

MINERAL PROPERTIES (Tables)	9 Months Ended
	May 31, 2016
Lease Two [Member]
Schedule of Future Minimum Lease Payments	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
Lease One [Member]
Schedule of Future Minimum Lease Payments	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

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details) - USD ($)	May 31, 2016	Aug. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (32,256,056)	$ (31,282,918)

MINERAL PROPERTIES (Narrative)

MINERAL PROPERTIES (Narrative) (Details) - USD ($)	1 Months Ended					9 Months Ended
	Aug. 31, 2015	Oct. 31, 2014	Mar. 06, 2013	Nov. 01, 2011	Sep. 02, 2011	May 31, 2016
Common stock, par value	$ 0.01					$ 0.01
Water Lease [Member]
Production payment, amount per thousand gallons		$ 0.95
Production payment, annual amount		20,000
Lease Contracts [Member] | Surface Lease [Member]
Periodic payment		10,000
Lease Contracts [Member] | Water Lease [Member]
Periodic payment		$ 5,000
Foundation Lease Note [Member]
Periodic payment						$ 45,000
Southwest Range and Wildlife Foundation, Inc. [Member] | Surface Lease [Member]
Cash paid for lease assignment			$ 500,000
Shares issued for lease			1,063,830
Common stock, par value			$ 0.01
Southwest Range and Wildlife Foundation, Inc. [Member] | Lease Contracts [Member] | Surface Lease [Member]
Periodic payment			$ 45,000
State of Texas - Hudspeth County, TX [Member] | November 2011 Mineral Properties Lease [Member]
Lease bonus paid				$ 20,700
Minimum advance royalty due upon sale of minerals				$ 50,000
Production royalty of market value of uranium and fissionable materials				8.00%
Production royalty of market value of other minerals				6.25%
Delay rental paid	$ 6,750
State of Texas - Hudspeth County, TX [Member] | Lease Contracts [Member] | November 2011 Mineral Properties Lease [Member]
Periodic payment				$ 4,500
Texas General Land Office - Hudspeth County, TX [Member] | September 2011 Mineral Properties Lease [Member]
Lease bonus					$ 142,518
Lease bonus paid					44,718
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
Production royalty of market value of uranium and fissionable materials					8.00%
Production royalty of market value of other minerals					6.25%
Delay rental paid	$ 67,077

MINERAL PROPERTIES (Schedule of

MINERAL PROPERTIES (Schedule of Future Minimum Lease Payments) (Details)	May 31, 2016USD ($)
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
September 2, 2013 - 2014 [Member]
Per Acre Amount	50
Total Lease Amount	$ 44,718

NOTE PAYABLE (Details)

NOTE PAYABLE (Details) - USD ($)	1 Months Ended	9 Months Ended
	Aug. 31, 2015	May 31, 2016	Dec. 07, 2015
Debt Instrument [Line Items]
Current portion of note payable	$ 370,845	$ 260,387
Proceeds from loan payable	$ 80,000
Number of shares called by warrants			2
Warrants, exercise price			$ 0.35
Fair value of warrants, recorded in APIC			$ 434,905
Promissory Note One [Member]
Debt Instrument [Line Items]
Maturity date	Nov. 24, 2015
Proceeds from loan payable	$ 40,000
Promissory Note Two [Member]
Debt Instrument [Line Items]
Maturity date	Nov. 24, 2015
Proceeds from loan payable	$ 40,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Number of shares called by warrants	80,000		200,000
Warrants, exercise price	$ 0.20
Fair value of debt	$ 56,766
Fair value of warrants, recorded in APIC	$ 23,234
Expected life	5 years
Expected volatility	198.00%
Risk-free interest rate	1.49%
Expected dividend yield	0.00%
Foundation Lease Note [Member]
Debt Instrument [Line Items]
Periodic payment		$ 45,000
Interest rate		5.00%
Note payable face amount		$ 364,852
Investment amount		10,000
Current portion of note payable		$ 260,387
Debt term		9 years
Number of shares called by warrants			50,000

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - USD ($)	1 Months Ended	9 Months Ended
	Dec. 07, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from private placement	$ 659,500
Number of shares called by warrants	2
Warrants per unit	1
Warrants, exercise price	$ 0.35
Fair value of common stock	$ 224,595
Fair value of warrants, recorded in APIC	$ 434,905
Expected life	5 years
Volatility	191.00%
Dividend yield	0.00%
Stock based compensation		$ 184,409	$ 400,016
Common stock, shares authorized		100,000,000		100,000,000
Common stock, par value		$ 0.01		$ 0.01
Preferred stock, shares authorized		10,000,000		10,000,000
Preferred stock, par value		$ 0.001		$ 0.001
Common stock, shares outstanding		44,665,516		41,368,015
Subscription Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares called by warrants	3,297,500
Warrants, exercise price	$ 0.20
Board Member [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted			1,425,000
Stock based compensation			$ 106,785
Unrecognized compensation cost		$ 0
Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted		90,000
Exercise price of options granted		$ 0.30
Expected life		5 years
Dividend yield		0.00%
Stock based compensation		$ 15,000
Stock compensation expense, services		184,409
Consultant Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation		$ 62,500
Upper Range [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.70%
Upper Range [Member] | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility		427.00%
Risk free interest rate		1.78%
Lower Range [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.59%
Lower Range [Member] | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility		421.00%
Risk free interest rate		1.22%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	9 Months Ended
	May 31, 2016	Aug. 31, 2015
Related Party Transactions [Abstract]
Accounts payable - related party	$ 274,755	$ 111,064
Monthly rent paid to director	$ 1,600