Document and Entity Information
Document and Entity Information | 9 Months Ended |
Apr. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | iMine Corp |
Entity Central Index Key | 1,556,801 |
Trading Symbol | jrvs |
Current Fiscal Year End Date | --07-31 |
Entity Filer Category | Smaller Reporting Company |
Document Type | S1 |
Document Period End Date | Apr. 30, 2018 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Current Assets | |||
Cash | $ 53,443 | $ 197,190 | $ 390,660 |
Prepaid inventory (Note 3) | 331,600 | ||
Prepaid expenses (Note 3) | 1,450 | 260 | |
Total Current Assets | 385,043 | 198,640 | 390,920 |
Prepaid Mineral Royalties, Noncurrent | 7,992,000 | ||
TOTAL ASSETS | 385,043 | 198,640 | 8,382,920 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 85,973 | 24,218 | 60,169 |
Due to related parties (Note 4) | 164,706 | 683,427 | 756,997 |
Convertible notes (Note 6) | 24,063 | ||
Total Current Liabilities | 274,742 | 707,645 | 817,166 |
STOCKHOLDERS' EQUITY (DEFICIENCY) | |||
Common Stock, value | 78,542 | 52,042 | 52,042 |
Additional paid-in capital (Note 5) | 10,761,769 | 8,954,269 | 8,954,269 |
Accumulated deficit | (10,730,010) | (9,515,316) | (1,440,557) |
Total Stockholders' Equity (Deficiency) | 110,301 | (509,005) | 7,565,754 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ 385,043 | $ 198,640 | $ 8,382,920 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Statement Of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 78,542,286 | 52,042,286 | 52,042,286 |
Common stock, shares outstanding | 78,542,286 | 52,042,286 | 52,042,286 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Income Statement [Abstract] | ||||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 | ||
OPERATING EXPENSES | ||||||
General and administrative | 262,085 | 6,807 | 277,302 | 18,551 | $ 27,107 | $ 35,857 |
Interest and accretion on convertible notes (Note 6) | 24,063 | 24,063 | ||||
Management fees (recovery) | (19,572) | (68,051) | (658,427) | (254,543) | (73,570) | 602,241 |
Professional fees | 46,715 | 39,075 | 87,756 | 110,379 | 130,265 | 110,555 |
Recovery of tax filing penalties | (30,000) | (30,000) | (30,000) | 30,000 | ||
Share-based expenses (Note 4 and note 5) | 1,484,000 | 1,484,000 | ||||
TOTAL OPERATING EXPENSES | 1,797,291 | (52,169) | 1,214,694 | (155,613) | 53,802 | 778,653 |
INCOME (LOSS) FROM OPERATIONS | (1,797,291) | 52,169 | (1,214,694) | 155,613 | (53,802) | (778,653) |
OTHER INCOME AND LOSS | ||||||
Write off of acquisition costs and investment (Note 3) | (8,022,000) | |||||
Derivative - change in fair value (Note 8) | (215,000) | |||||
Interest income | 0 | 0 | 0 | 0 | 1,043 | |
TOTAL OTHER INCOME AND LOSS | 0 | 0 | 0 | 0 | (8,020,957) | (215,000) |
INCOME (LOSS) BEFORE INCOME TAXES | (1,797,291) | 52,169 | (1,214,694) | 155,613 | (8,074,759) | (993,653) |
Provision for income taxes | 0 | 0 | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | $ (1,797,291) | $ 52,169 | $ (1,214,694) | $ 155,613 | $ (8,074,759) | $ (993,653) |
Basic Income (Loss) per Share of Common Stock (in dollars per share) | $ (0.03) | $ 0 | $ (0.02) | $ 0 | ||
Diluted Income (Loss) per Share of Common Stock (in dollars per share) | $ (0.03) | $ 0 | $ (0.02) | $ (0.01) | ||
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.16) | $ (0.02) | ||||
Basic Weighted Average Shares of Common Stock Outstanding (in shares) | 64,441,162 | 52,042,286 | 56,084,411 | 52,042,286 | ||
Diluted Weighted Average Shares of Common Stock Outstanding (in shares) | 64,441,162 | 55,265,483 | 56,084,411 | 54,402,713 | ||
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 52,042,286 | 52,042,286 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficiency) - USD ($) | Capital Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jul. 31, 2015 | $ 52,042 | $ 14,145,391 | $ (5,638,026) | $ 8,559,407 |
Balance (in shares) at Jul. 31, 2015 | 52,042,286 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Reserves transferred on expired share-based expenses (Note 5) | (5,191,122) | 5,191,122 | ||
Loss for the year | (993,653) | (993,653) | ||
Balance at Jul. 31, 2016 | $ 52,042 | 8,954,269 | (1,440,557) | $ 7,565,754 |
Balance (in shares) at Jul. 31, 2016 | 52,042,286 | 52,042,286 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Loss for the year | (8,074,759) | $ (8,074,759) | ||
Balance at Jul. 31, 2017 | $ 52,042 | $ 8,954,269 | $ (9,515,316) | $ (509,005) |
Balance (in shares) at Jul. 31, 2017 | 52,042,286 | 52,042,286 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Loss for the year | $ (1,214,694) | |||
Balance at Apr. 30, 2018 | $ 110,301 | |||
Balance (in shares) at Apr. 30, 2018 | 78,542,286 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ (1,214,694) | $ 155,613 | $ (8,074,759) | $ (993,653) |
Adjustments to reconcile net income to net cash used by operating activities: | ||||
Write off of acquisition costs | 7,992,000 | |||
Write off of minority equity interest | 30,000 | |||
Derivative - change in fair value | 215,000 | |||
Share-based expenses | 1,484,000 | |||
Management fees recovery | (658,427) | (254,543) | (73,570) | 602,241 |
Accrued interest and accretion on convertible notes | 24,063 | |||
Recovery of income tax penalties | (30,000) | (30,000) | 30,000 | |
Changes in operating assets and liabilities: | ||||
Increase in prepaid expense | (330,150) | (1,090) | (1,190) | (260) |
Increase (decrease) in accounts payable and accrued liabilities | 61,755 | (42,789) | (35,951) | 47,946 |
Increase in due to related parties | 164,706 | (73,570) | 602,241 | |
Net cash used in operating activities | (493,747) | (172,809) | (163,470) | (128,726) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds of convertible loan | 350,000 | |||
Net cash provided by financing activities | 350,000 | 0 | 0 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of Mineracao Batovi Ltda. interest | (30,000) | (30,000) | ||
Loan receivable funds advanced | 215,000 | |||
Net cash used in investing activities | (30,000) | (30,000) | (215,000) | |
Net change in cash | (143,747) | (202,809) | (193,470) | (343,726) |
Cash - beginning of period | 197,190 | 390,660 | 390,660 | 734,386 |
Cash - end of period | 53,443 | 187,851 | 197,190 | 390,660 |
Supplement Cash Flow Disclosures: | ||||
Cash paid for interest | 0 | 0 | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010 under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014 and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effected through the merger of the Company’s wholly-owned subsidiary, iMine Corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation. The Company plans to engage in the business of selling the computer equipment that is used for mining cryptocurrency. The Company intends to purchase the equipment and test the equipment by mining cryptocurrency prior to selling the equipment. Prior to March 2018, the Company was engaged in development of mining assets. The Company is no longer engaged in the development of mining assets. The Company has not generated any revenue to date. For the period from inception on October 26, 2010 to April 30, 2018, the Company has accumulated losses of $10,730,010. | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Diamante Minerals, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on October 26, 2010. The Company is in the business of acquiring and exploring mineral properties. The Company has not generated any revenue to date. For the period from inception on October 26, 2010 to July 31, 2017, the Company has accumulated losses of $9,515,316. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Presentation of Interim Information: In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Use of Estimates: Revenue Recognition | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Fiscal Period The Company's fiscal year end is July 31. Fair value of financial instruments The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. Financial instruments, including accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short term nature of these instruments. The following table presents information about the assets that are measured at fair value on a recurring basis as at July 31, 2017, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs July 31, 2017 (Level 1) (Level 2) (Level3) Assets: Cash $ 197,190 $ 197,190 $ - $ - Derivative asset - - - - Total $ 197,190 $ 197,190 $ - $ - While it currently has $nil value, the Company’s derivative asset (note 8) represents a Level 3 asset. Share-based expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). If options expire unexercised, any amounts vested and previously recorded are reclassified to deficit. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Income Taxes The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Net Loss Per Share of Capital Stock In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of capital stock outstanding during the period. Recent Accounting Pronouncements In November 2015, FASB issued Accounting Standards Update (ASU) No, 201517 Income Taxes – Balance Sheet Classification of Deferred Taxes. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In January 2016, FASB issued Accounting Standards Update (ASU) No. 201601 Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows: · Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. · Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. · Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. · Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. · Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. · Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. · Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. · Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In February 2016, FASB issued Accounting Standards Update (ASU) No. 201602 Leases. The main difference of the update is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under this update, lessees will now be required to recognize the assets and liabilities arising from leases on the balance sheet. The economics of leases can vary for a lessee and those economics should be reflected in the financial statements; as such a distinction between finance leases and operating leases has been retained. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In March 2016, FASB issued Accounting Standards Update (ASU) No. 201609 Stock Based Compensation – Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statements. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In August 2016, FASB issued Accounting Standards Updated (ASU) No. 201615 Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This updated addresses eight specific cash flows issues with the objective of reducing the existing diversity in practice. · Debt prepayment or debt extinguishment costs · Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing · Contingent consideration payments made after a business combination · Proceeds from the settlement of insurance claims · Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies · Distributions received from equity method investees · Beneficial interests in securitization transactions · Separate identifiable cash flows and application of the predominance principle This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted. In May 2017, FASB issued Accounting Standards Update (ASU) No. 201709 Compensation – Stock compensation. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. |
PREPAID ITEMS
PREPAID ITEMS | 9 Months Ended |
Apr. 30, 2018 | |
Prepaid Expense, Current [Abstract] | |
PREPAID ITEMS | NOTE 3 – PREPAID ITEMS Prepaid inventory represents payments made toward the purchase of inventory, consisting of equipment, which has not been delivered at April 30, 2018. The Company plans to test this equipment by mining cryptocurrency prior to selling the equipment. Prepaid expenses at July 31, 2017 represent prepaid fees. There were no prepaid fees as at April 30, 2018. |
BATOVI DIAMOND PROJECT
BATOVI DIAMOND PROJECT | 12 Months Ended |
Jul. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
BATOVI DIAMOND PROJECT | NOTE 3 - BATOVI DIAMOND PROJECT On November 20, 2014, the Company entered into a formal joint venture agreement (“the Joint Venture”) with Mineracao Batovi Ltda. (“Mineracao Batovi”), a private Brazilian mineral exploration company which at that time held 21 federal exploration licenses comprising the Batovi Diamond Project located north of Paranatinga in the State of Mato Grosso, Brazil. This was superseded by an amended and restated joint venture agreement (the “Amended and Restated Joint Venture Agreement”) with Mineracao Batovi and Dr. Charles Fipke, the shareholder of Mineracao Batovi, dated January 25, 2017 which provided the Company with the right to acquire up to a 49% interest in Mineracao Batovi. As per the Amended and Restated Joint Venture Agreement, the Company was required to contribute $1,000,000 in cash to Mineracao Batovi on or before June 30, 2017, in order to earn a 17.6% interest in Mineracao Batovi, this being in addition to the Company’s existing 2.4% equity interest which was acquired during the year ended July 31, 2017 from a former shareholder for $30,000. On November 20, 2014, the Company issued 2,700,000 fully paid and non-assessable common shares valued at $7,992,000 to Kel-Ex Developments Ltd. (“Kel-Ex”) with a fair market value of $2.96 per share in connection with Kel-Ex’s involvement with the Batovi Diamond Project. As at the July 31, 2017 year end, the agreement has expired, without the Company making any cash contributions to Mineracao Batovi. As such, the previously capitalized acquisition costs for the Brazil project of $7,992,000 have been written off. The Company continues to own a 2.4% minority interest in Mineracao Batovi, which was purchased for $30,000. At present, it is not yet determinable as to whether or not Mineracao Batovi retains the claims of the Batovi project. Due to this uncertainly, and to the fact that Mineracao Batovi’s only asset of value is these claims, an impairment equal to the original investment purchase of $30,000 has been recorded in the year ended July 31, 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS On March 16, 2018, the former chief executive officer and sole director and the former chief financial officer resigned from their respective positions. In connection with their resignations, on March 22, 2018, the Company entered into release agreements pursuant to which the Company agreed to issue 1,500,000 shares of common stock to the former chief executive officer valued at $84,000, and to pay $25,000 to the former chief financial officer in full satisfaction of any obligations, including obligations under their employment agreements and deferred stock agreements, the Company has to them. As a result of the release agreements, a total of $145,271 which was due to the former chief financial officer, at July 31, 2017 was satisfied by the payment to the former chief financial officer of $25,000; a total of $538,156 which was due to the former chief executive officer, as at July 31, 2017 was satisfied with the issuance of the stock to the former chief executive officer and was recorded as a reecovery of management fees. On March 19, 2018, the Company entered into a one-year employment agreement with the newly elected chief executive officer, who is also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. At April 30, 2018, $164,706 is reflected as an amount due to related party. Prior to the change in management, the Company shared office space with other companies that were related parties. Two of these companies were significant stockholders of the Company, one of which shared the services of the chief financial officer and the other is a publicly-traded company which shared the services of the chief executive officer and the chief financial officer. Geological consulting fees were also paid to the company of the former chief executive officer. The following table sets forth amounts paid to related parties during the three and nine months ended April 30, 2018 and 2017. Three months ended April 30, Nine months ended April 30, 2018 2017 2018 2017 Administrative fees $ 135 $ 339 $ 895 $ 934 Consulting fees - 1,793 - 1,793 Shared office and administrative costs 910 2,455 6,835 7,333 Executive compensation 1,163,206 - 1,163,206 - $ 1,164,251 $ 4,587 $ 1,170,936 $ 10,060 The following table sets forth the amounts due to related parties at April 30, 2018 and July 31, 2017: April 30, 2018 July 31, 2017 Due to chief executive officer pursuant to employment consulting agreement $ 164,706 $ - Due to chief executive officer (included in accounts payable) 1,500 - Due to other related parties (included in accounts payable) - 2,538 $ 166,206 $ 2,538 | NOTE 4 - RELATED PARTY TRANSACTIONS During the year ended July 31, 2017, the Company’s director invoiced $3,716 (year ended July 31, 2016 – $2,177) to the Company to cover the Company’s operating expenses. The balance was repaid in full in fiscal 2017. The Company shares office space with other companies in order to take advantage of cost sharing opportunities and management services. Two of these companies are: Kel-Ex, a privately-held British Columbia corporation that is under common control with Mineracao Batovi and is also significant shareholder of the Company; and Metalex Ventures Ltd. (“Metalex”), a publicly traded company. Kel-Ex shares the services of the Company’s Chief Financial Officer and Metalex shares the services of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer. During the year ended July 31, 2017, the related parties invoiced the Company for the following services and amounts: Year ended July 31, July 31, Administrative fees (10%) $ 1,237 $ 1,444 Geological consulting fees 310 1,261 Shared office and administrative costs 9,192 9,237 Shared project expenditures 3,716 3,316 Total related party expenditures included in General and administrative expenses $ 14,455 $ 15,258 Year ended July 31, July 31, Element 29 Ventures Ltd. $ 3,716 $ 2,177 Kel-Ex Developments Ltd. 6,103 8,664 Metalex Ventures Ltd. 4,636 4,417 $ 14,455 $ 15,258 As at July 31, 2017, the following balances have been included within accounts payable: As at July 31, July 31, Kel-Ex Developments Ltd. $ 1,931 $ 5,341 Metalex Ventures Ltd. 607 1,359 $ 2,538 $ 6,700 As at July 31, 2017, $538,156 in management fees earned by the Chief Executive Officer pursuant to the CEO Employment Agreement was included as due to a related party (2016 – $609,392); $145,271 in management fees earned by the Chief Financial Officer pursuant to the CFO agreement was included as due to a related party (2016 – $147,605). |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Apr. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | NOTE 5 - COMMON STOCK On March 19, 2018, the Company issued (a) 17,500,000 shares, with a fair market value at issuance of $980,000, to the current chief executive officer pursuant to his employment agreement and (b) 7,500,000 shares, with a fair market value at issuance of $420,000, to a consultant pursuant to a consulting agreement. Pursuant to a release agreement with the Company’s former chief executive officer, the Company issued 1,500,000 shares of common stock on April 12, 2018, with a fair market value of $84,000. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Jul. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 5 - CAPITAL STOCK Authorized Stock The Company has authorized 300,000,000 shares of common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Share Issuance There were 52,042,286 shares of common stock issued and outstanding as at July 31, 2016 and July 31, 2017. On January 27, 2017, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) on Form S-1 under the Securities Act of 1933, as amended, to register the offer and sale of up to 10,000,000 common shares of the Company at a price of $0.1695 per share. The Company planned to use the proceeds from this offering to fund the acquisition of the 17.6% equity interest in Mineracao Batovi, provide working capital and expand the business. The registration statement was declared effective by the SEC as of March 9, 2017; no common stock had been sold pursuant to the registration statement as of July 31, 2017. In connection with the termination of the Amended and Restated Joint Venture Agreement (Note 3), the Company has elected not to proceed with the offering of common stock. The Company’s request for the SEC’s consent to withdraw the registration statement was verbally received on August 21, 2017. Share-based Expenses During the year ended July 31, 2016, certain stock options expired without being exercised. As such, as at July 31, 2016 and 2017, the Company had no options outstanding. A total of $5,191,122 was reclassified to deficit upon expiration during the year ended July 31, 2016. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Apr. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES On March 20, 2018, the Company entered into a note purchase agreement with a non-affiliated party pursuant to which the purchaser would lend the Company a total of $500,000, for which the Company would issue two-year 5% convertible notes. The notes are convertible into common stock of the Company at $0.02 per share. The Company agreed to grant the lender a security interest in equipment which is purchased from the proceeds of the notes. As of April 30, 2018, the Company had received $350,000 pursuant to the note purchase agreement and issued its convertible notes in the principal amount of $350,000. Interest of 5% is payable annually until the settlement date. No interest has been paid during the nine months ended April 30, 2018. The net proceeds received from the issue of the convertible notes have been allocated to additional paid in capital in full, representing the intrinsic value of the conversion option to convert the liability into equity of the Company, as follows: Nominal value of the convertible promissory notes issued $ 350,000 Beneficial conversion feature allocated to additional paid in capital (350,000 ) Liability component as at date of issue - Accrued interest and accretion to April 30, 2018 24,063 Liability component as at April 30, 2018 $ 24,063 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES On October 16, 2014, the Company and the former chief executive officer entered into a three-year employment agreement pursuant. On July 12, 2015, the Company and the former chief financial officer entered into a three-year employment agreement. The employment agreements provide for the issuance of deferred stock units. As of August 1, 2017, the former chief executive officer and the former chief financial officer waived a portion of the deferred stock units had been issued to them, and no further deferred stock units were issued under these plans. Pursuant to the release agreements following the resignations of the former chief executive officer and chief financial officer, the Company issued to the former chief executive officer 1,500,000 shares of common stock and paid the former chief financial officer $25,000. As a result of the release agreements, the Company has no further obligation to the former chief executive officer or former chief financial officer with respect to the deferred stock grants and any deferred stock grants issued to issuable have been terminated. During the nine month period ended April 30, 2018, the Company recorded a net recovery of $658,427 in management fees as a result of the waivers, release and the change in market price of the Company. | NOTE 6 - COMMITMENTS AND CONTINGENCIES On October 16, 2014, the Company and Chad Ulansky entered into an Employment Agreement (the “CEO Employment Agreement”), pursuant to which Mr. Ulansky is employed by the Company as its Chief Executive Officer for three years. As compensation for his services, Mr. Ulansky shall receive an annual base salary of $400,000 for the first year of the Employment Agreement, $450,000 for the second year and $500,000 for the third year. The Company shall have the right to pay the salary or any other amounts payable to Mr. Ulansky in deferred shares units of the Company based on the 90-day volume weighted average price (“VWAP”) of the common shares of the Company at the end of each quarter. As at July 31, 2017, $538,156 (July 31, 2016 – $609,392) has been accrued in accounts payable, which equates to 4,679,613 shares (July 31, 2016 – 1,324,767) if Mr. Ulansky were to leave the Company. On July 12, 2015, the Company and Jennifer Irons entered into an Employment Agreement (the “CFO Employment Agreement”, together with the CEO Employment Agreement, known as “the Employment Agreements”), pursuant to which Ms. Irons is employed by the Company as its Chief Financial Officer for three years. As compensation for her services, Ms. Irons shall receive an annual base salary of $125,000 for the first year of the Employment Agreement, $137,500 for the second year and $150,000 for the third year. The Company shall have the right to pay the salary or any other amounts payable to Ms. Irons in deferred share units of the Company based on the 90-day VWAP of the common shares of the Company at the end of each quarter. As at July 31, 2017, $145,271 (July 31, 2016 – $147,605) has been accrued in accounts payable, which equates to 1,263,222 shares (July 31, 2016 – 320,880) if Ms. Irons were to leave the Company. The Employment Agreements shall automatically renew on each anniversary of the Agreement for one additional year term unless one party provides the other with notice prior to such anniversary date that such party does not desire to renew the Employment Agreement. The Company may immediately terminate Mr. Ulansky and Ms. Irons's employment for cause. If (i) Mr. Ulansky or Ms. Irons's employment is terminated by the Company without cause, (ii) Mr. Ulansky or Ms. Irons terminate his or her employment as a result of the Company assigning duties inconsistent with his position or the Company fails to pay the compensation or (iii) there is a change in control in the Company, then in either case the Company shall pay Mr. Ulansky and Ms. Irons an amount equal to (a) the product of the number of years and fractional years for the remainder of the term multiplied by (b) 50% of the then current base salary in effect as of the date of termination. During the year ended July 31, 2017, the Company issued 4,297,188 deferred share units under the employment agreements; while the value of these deferred share units has been accrued as a liability each quarter, due to the changes in market price of the shares, the Company recorded a recovery of management fees of $73,570 during the year ended July 31, 2017. Pursuant to their respective Employment Agreements, the Company has structured individual Deferred Share Unit Plans for each of Mr. Ulansky and Ms. Irons effective as of, respectively, October 16, 2014 and July 12, 2015. Subsequent to the July 31, 2017 year end, Mr. Ulansky and Ms. Irons have agreed, for the advancement of the Company, to waive a portion of the DSUs that have been issued to them under their respective Deferred Share Unit Plans. By mutual agreement, no further DSUs will be issued under these plans. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34 percent to net the loss before provision for income taxes for the following reasons: July 31, July 31, Loss for the year $ (8,074,759 ) $ (993,653 ) Income tax recovery at statutory rate $ (2,745,418 ) $ (337,842 ) Permanent difference and other $ 2,416,418 $ - Change in valuation allowance 329,000 337,842 Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of: July 31, July 31, Non-operating loss carryforward $ 452,000 $ 123,000 Valuation allowance (452,000 ) (123,000 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $86,001 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. During the year ended July 31, 2016, it came to the attention of management that no tax filings had been submitted for the Company since its inception. While the Company had no taxable income and incurred no corporate taxes payable, there were certain reporting requirements that were not submitted by the appropriate deadlines. Upon filing, the Company incurred a $10,000 penalty for each of the 2012, 2013 and 2014 year ends, for a total of $30,000. The Company then filed a request to waive the penalties and, during the year ended July 31, 2017, received notice of assessments for these tax years. The Company filed an objection to these assessments and succeeded in having the penalties waived. As such, a recovery of tax filing penalties has been recorded in the statement of operations. |
DERIVATIVE ASSET
DERIVATIVE ASSET | 12 Months Ended |
Jul. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE ASSET | NOTE 8 - DERIVATIVE ASSET On January 22, 2016, the Company entered into a loan agreement with Blendcore LLC, a Delaware corporation (“Blendcore”), and Petaquilla Gold, S.A., a Panama corporation (“Petaquilla Gold”), which is a subsidiary of Petaquilla Minerals Ltd., a Canadian public company, pursuant to which the Company has agreed to advance a loan in the principal amount of US$250,000 to Blendcore (the “Loan”). Petaquilla Gold, as the owner of the minerals sourced at the Molejon Gold Mine located in Donoso District, Colon Province, Republic of Panama (the “Mine”), has engaged Blendcore, as master contractor, to act as operator in connection with the restarting of the processing of stockpiled ore at the Mine. In exchange for the provision of the Loan, the Company is entitled to a royalty of 12.5% on the first 1,000 ounces of gold produced per month for 12 months (the “Royalty period”). The Royalty Period is to commence once production ramps up to 1,000 ounces per month. For monthly production between 1,001 and 2,000 ounces of gold per month, the Company is to receive a reduced royalty of 5%. In addition to the royalty stream, the Company has the right of first option to provide funding for the expansion and development of the Mine. The Loan is to be forgiven provided that there are at least 12,000 ounces of gold produced during the Royalty Period. Upon the completion of the Royalty Period, the Company has the option to extend the royalty for a further 12 month period through the provision of a second $250,000 loan on substantially the same terms as the initial loan. This right shall survive the royalty agreement by a period of one year. As at July 31, 2017, the Company has advanced $215,000 to Blendcore LLC. Valuation of Derivative As the loan agreement with Blendcore contains a royalty component, there is an embedded derivative in its value. Currently, the Company has elected to account for the entire instrument as a derivative at fair value, with changes in fair value presented in earnings. The fair value of the derivative is determined by using a discounted cash flow analysis related to various expected future cash flows to be received based on weighted probabilities due to the uncertainty of the potential royalty streams. This asset is classified as a Level 3 asset within the fair value hierarchy as our valuation estimates utilize significant unobservable inputs, including estimates as to the probability and timing of future gold production. Transaction related fees and costs are expensed as incurred. The changes in the estimated fair value from the derivative along with cash receipts each reporting period are presented together on the Statement of Operations under the caption, “Derivative – change in fair value”. At present, the gold mine has not been restarted. The Company has engaged the services of a legal firm in Panama to determine appropriate title to the claim |
FORMER BUSINESS ACTIVITY
FORMER BUSINESS ACTIVITY | 9 Months Ended |
Apr. 30, 2018 | |
Former Business Activity [Abstract] | |
FORMER BUSINESS ACTIVITY | NOTE 8 – FORMER BUSINESS ACTIVITY The Company continues to own a 2.4% minority interest in Mineracao Batovi, which was purchased for $30,000 and is part of the Company’s prior business. The asset is valued at $0 as at July 31, 2017 and April 30, 2018 and the Company has no obligations or liabilities with respect to Mineracao Batovi. |
GOING CONCERN AND LIQUIDITY CON
GOING CONCERN AND LIQUIDITY CONSIDERATIONS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Going Concern and Liquidity Considerations [Abstract] | ||
GOING CONCERN AND LIQUIDITY CONSIDERATIONS | NOTE 9 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the period ended April 30, 2018, the Company incurred a loss of $1,214,694 As at April 30, 2018, the Company had an accumulated deficit of $10,730,010 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2018. The ability of the Company to begin operations in its new field of selling computer equipment for the mining of cryptocurrency and the mining of cryptocurrency in the testing of such equipment is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. The Company has not generated any revenue from this business through April 30, 2018, and the Company cannot give any assurance as to its ability to operate profitably. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 9 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended July 31, 2017, the Company incurred a net loss of $8,074,759. As at July 31, 2017, the Company had an accumulated deficit of $9,515,316 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2018. The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Apr. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 – SUBSEQUENT EVENT Subsequent to April 30, 2018, the Company issued its convertible notes in the principal amount of $150,000 pursuant to the note purchase agreement described in Note 6, for which it received $150,000. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Presentation of Interim Information: In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. |
Use of Estimates | 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. |
Fiscal Period | Fiscal Period The Company's fiscal year end is July 31. | |
Fair value of financial instruments | Fair value of financial instruments The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. Financial instruments, including accounts payable and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short term nature of these instruments. The following table presents information about the assets that are measured at fair value on a recurring basis as at July 31, 2017, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs July 31, 2017 (Level 1) (Level 2) (Level3) Assets: Cash $ 197,190 $ 197,190 $ - $ - Derivative asset - - - - Total $ 197,190 $ 197,190 $ - $ - While it currently has $nil value, the Company’s derivative asset (note 8) represents a Level 3 asset. | |
Share-based expenses | Share-based expenses ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). If options expire unexercised, any amounts vested and previously recorded are reclassified to deficit. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |
Income Taxes | Income Taxes The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. | |
Net Loss Per Share of Capital Stock | Net Loss Per Share of Capital Stock In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of capital stock outstanding during the period. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, FASB issued Accounting Standards Update (ASU) No, 201517 Income Taxes – Balance Sheet Classification of Deferred Taxes. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In January 2016, FASB issued Accounting Standards Update (ASU) No. 201601 Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows: · Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. · Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. · Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. · Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. · Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. · Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. · Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. · Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In February 2016, FASB issued Accounting Standards Update (ASU) No. 201602 Leases. The main difference of the update is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under this update, lessees will now be required to recognize the assets and liabilities arising from leases on the balance sheet. The economics of leases can vary for a lessee and those economics should be reflected in the financial statements; as such a distinction between finance leases and operating leases has been retained. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In March 2016, FASB issued Accounting Standards Update (ASU) No. 201609 Stock Based Compensation – Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statements. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. In August 2016, FASB issued Accounting Standards Updated (ASU) No. 201615 Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This updated addresses eight specific cash flows issues with the objective of reducing the existing diversity in practice. · Debt prepayment or debt extinguishment costs · Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing · Contingent consideration payments made after a business combination · Proceeds from the settlement of insurance claims · Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies · Distributions received from equity method investees · Beneficial interests in securitization transactions · Separate identifiable cash flows and application of the predominance principle This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted. In May 2017, FASB issued Accounting Standards Update (ASU) No. 201709 Compensation – Stock compensation. The Board is issuing this Update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company has not yet adopted this ASU. Management has reviewed the ASU and believes there will be no significant impact on the Company's financial statements. | |
Revenue Recognition | Revenue Recognition |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs July 31, 2017 (Level 1) (Level 2) (Level3) Assets: Cash $ 197,190 $ 197,190 $ - $ - Derivative asset - - - - Total $ 197,190 $ 197,190 $ - $ - |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Apr. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of intrinsic value of the conversion option to convert the liability into equity of the group | Nominal value of the convertible promissory notes issued $ 350,000 Beneficial conversion feature allocated to additional paid in capital (350,000 ) Liability component as at date of issue - Accrued interest and accretion to April 30, 2018 24,063 Liability component as at April 30, 2018 $ 24,063 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Jul. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transaction | Three months ended April 30, Nine months ended April 30, 2018 2017 2018 2017 Administrative fees $ 135 $ 339 $ 895 $ 934 Consulting fees - 1,793 - 1,793 Shared office and administrative costs 910 2,455 6,835 7,333 Executive compensation 1,163,206 - 1,163,206 - $ 1,164,251 $ 4,587 $ 1,170,936 $ 10,060 April 30, 2018 July 31, 2017 Due to chief executive officer pursuant to employment consulting agreement $ 164,706 $ - Due to chief executive officer (included in accounts payable) 1,500 - Due to other related parties (included in accounts payable) - 2,538 $ 166,206 $ 2,538 | Year ended July 31, July 31, Administrative fees (10%) $ 1,237 $ 1,444 Geological consulting fees 310 1,261 Shared office and administrative costs 9,192 9,237 Shared project expenditures 3,716 3,316 Total related party expenditures included in General and administrative expenses $ 14,455 $ 15,258 Year ended July 31, July 31, Element 29 Ventures Ltd. $ 3,716 $ 2,177 Kel-Ex Developments Ltd. 6,103 8,664 Metalex Ventures Ltd. 4,636 4,417 $ 14,455 $ 15,258 As at July 31, July 31, Kel-Ex Developments Ltd. $ 1,931 $ 5,341 Metalex Ventures Ltd. 607 1,359 $ 2,538 $ 6,700 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | July 31, July 31, Loss for the year $ (8,074,759 ) $ (993,653 ) Income tax recovery at statutory rate $ (2,745,418 ) $ (337,842 ) Permanent difference and other $ 2,416,418 $ - Change in valuation allowance 329,000 337,842 Income tax expense per books $ - $ - |
Schedule of net deferred tax assets | July 31, July 31, Non-operating loss carryforward $ 452,000 $ 123,000 Valuation allowance (452,000 ) (123,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND BUSINESS OPE26
ORGANIZATION AND BUSINESS OPERATIONS (Detail Textuals) | 9 Months Ended | ||
Apr. 30, 2018USD ($)Subsidiary | Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of subsidiary | Subsidiary | 1 | ||
Accumulated losses | $ | $ (10,730,010) | $ (9,515,316) | $ (1,440,557) |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jul. 31, 2017USD ($) |
Accounting Policies [Line Items] | |
Cash | $ 197,190 |
Derivative asset | 0 |
Total | 197,190 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | |
Accounting Policies [Line Items] | |
Cash | 197,190 |
Derivative asset | 0 |
Total | 197,190 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |
Accounting Policies [Line Items] | |
Cash | 0 |
Derivative asset | 0 |
Total | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |
Accounting Policies [Line Items] | |
Cash | 0 |
Derivative asset | 0 |
Total | $ 0 |
BATOVI DIAMOND PROJECT (Detail
BATOVI DIAMOND PROJECT (Detail Textuals) | 1 Months Ended | 12 Months Ended |
Nov. 20, 2014USD ($)License$ / sharesshares | Jul. 31, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Payment to joint venture in cash for equity interest | $ 30,000 | |
Write off of acquisition costs | 7,992,000 | |
Joint Venture Agreement | Mineracao Batovi | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of federal exploration licenses | License | 21 | |
Joint Venture Agreement | Kel-Ex Development Ltd. ("Kel-Ex") | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of fully-paid and non-assessable common shares issued for assets acquisition | shares | 2,700,000 | |
Value of fully-paid and non-assessable common shares issued for assets acquisition | $ 7,992,000 | |
Share price per share | $ / shares | $ 2.96 | |
Amended and Restated Joint Venture Agreement | Mineracao Batovi | ||
Schedule of Equity Method Investments [Line Items] | ||
Payment to joint venture in cash for equity interest | $ 1,000,000 | $ 30,000 |
Percentage of equity interest earned | 49.00% | 2.40% |
Additional equity interest earned by funding exploration expenses | 17.60% | |
Write off of acquisition costs | $ 7,992,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Related Party Transactions [Abstract] | ||||||
Administrative fees | $ 135 | $ 339 | $ 895 | $ 934 | $ 1,237 | $ 1,444 |
Consulting fees | 0 | 1,793 | 0 | 1,793 | 310 | 1,261 |
Shared office and administrative costs | 910 | 2,455 | 6,835 | 7,333 | 9,192 | 9,237 |
Shared project expenditures | 3,716 | 3,316 | ||||
Executive compensation | 1,163,206 | 0 | 1,163,206 | 0 | ||
Amounts paid to related parties | $ 1,164,251 | $ 4,587 | $ 1,170,936 | $ 10,060 | $ 14,455 | $ 15,258 |
RELATED PARTY TRANSACTIONS (D30
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | Apr. 30, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Related Party Transaction [Line Items] | |||
Due to related party (Note 4) | $ 164,706 | $ 683,427 | $ 756,997 |
Due to chief executive officer pursuant to employment consulting agreement | |||
Related Party Transaction [Line Items] | |||
Due to related party (Note 4) | 164,706 | 0 | |
Jennifer Irons | |||
Related Party Transaction [Line Items] | |||
Due to related party (Note 4) | 1,500 | 0 | |
Due to other related parties (included in accounts payable) | |||
Related Party Transaction [Line Items] | |||
Due to related party (Note 4) | $ 0 | $ 2,538 |
RELATED PARTY TRANSACTIONS (D31
RELATED PARTY TRANSACTIONS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Related party expense | $ 1,164,251 | $ 4,587 | $ 1,170,936 | $ 10,060 | $ 14,455 | $ 15,258 |
Element 29 Ventures Ltd. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 3,716 | 2,177 | ||||
Kel-Ex Developments Ltd. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 6,103 | 8,664 | ||||
Metalex Ventures Ltd. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | $ 4,636 | $ 4,417 |
RELATED PARTY TRANSACTIONS (D32
RELATED PARTY TRANSACTIONS (Details 3) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 2,538 | $ 6,700 |
Kel-Ex Developments Ltd. | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 1,931 | 5,341 |
Metalex Ventures Ltd. | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 607 | $ 1,359 |
RELATED PARTY TRANSACTIONS (D33
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Apr. 12, 2018 | Jul. 12, 2015 | Mar. 22, 2018 | Mar. 19, 2018 | Oct. 16, 2014 | Jul. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2018 |
Related Party Transaction [Line Items] | ||||||||
Due to related parties, current | $ 683,427 | $ 756,997 | $ 164,706 | |||||
Due to Related Parties, Current | $ 683,427 | $ 756,997 | 164,706 | |||||
Percentage of administrative fees | 10.00% | 10.00% | ||||||
Jennifer Irons | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties, Current | $ 0 | $ 1,500 | ||||||
Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances from related party | 3,716 | $ 2,177 | ||||||
Release agreement | Mr. Ulansky | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 1,500,000 | 1,500,000 | ||||||
Value of shares issued | $ 84,000 | $ 84,000 | ||||||
Release agreement | Jennifer Irons | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement of related party obligations | $ 25,000 | |||||||
Employment Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of agreement | 1 year | |||||||
Employment Agreement | Mr. Ulansky | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of agreement | 3 years | |||||||
Due to Related Parties, Current | 538,156 | 609,392 | ||||||
Employment Agreement | Jennifer Irons | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of agreement | 3 years | |||||||
Due to Related Parties, Current | $ 145,271 | $ 147,605 | ||||||
Employment Agreement | Director and chief executive officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 17,500,000 | |||||||
Value of shares issued | $ 980,000 | |||||||
Agreement of related party obligations | $ 164,706 |
COMMON STOCK (Detail Textuals)
COMMON STOCK (Detail Textuals) - USD ($) | Apr. 12, 2018 | Mar. 22, 2018 | Mar. 19, 2018 |
Employment Agreement | Current Chief Executive Officer | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of shares issued | 17,500,000 | ||
Value of shares issued | $ 980,000 | ||
Consulting agreement | Current Chief Executive Officer | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of shares issued | 7,500,000 | ||
Value of shares issued | $ 420,000 | ||
Release agreement | Chief Executive Officer | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of shares issued | 1,500,000 | 1,500,000 | |
Value of shares issued | $ 84,000 | $ 84,000 |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 27, 2017 | Jul. 31, 2017 | Apr. 30, 2018 | Jul. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Number of votes each common shareholders entitled | one vote | |||
Common stock, shares issued | 52,042,286 | 78,542,286 | 52,042,286 | |
Common stock, shares outstanding | 52,042,286 | 78,542,286 | 52,042,286 | |
Common shares offer and sale | 10,000,000 | |||
Common shares offer and sale, par value (in dollars per share) | $ 0.1695 | |||
Equity interest in Mineracao Batovi | 17.60% | |||
Amount reclassified to deficit upon expiration of options | $ 5,191,122 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Apr. 30, 2018 | Mar. 20, 2018 |
Debt Disclosure [Abstract] | ||
Nominal value of the convertible promissory notes issued | $ 350,000 | $ 350,000 |
Beneficial conversion feature allocated to additional paid in capital | (350,000) | |
Accrued interest and accretion to April 30, 2018 | 24,063 | |
Liability component | $ 24,063 | $ 0 |
CONVERTIBLE NOTES (Detail Textu
CONVERTIBLE NOTES (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended |
Mar. 20, 2018 | Apr. 30, 2018 | |
Debt Instrument [Line Items] | ||
Convertible notes, amount | $ 350,000 | $ 350,000 |
Proceeds of convertible loan | $ 350,000 | |
Note purchase agreement | Non-affiliated party | ||
Debt Instrument [Line Items] | ||
Convertible notes, amount | $ 500,000 | |
Debt instrument, term | 2 years | |
Percentage of convertible notes | 5.00% | |
Conversion price | $ 0.02 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) | Apr. 12, 2018 | Jul. 12, 2015 | Mar. 22, 2018 | Mar. 19, 2018 | Oct. 16, 2014 | Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 |
Commitments And Contingencies [Line Items] | |||||||||||
Accrued accounts payable | $ 164,706 | $ 164,706 | $ 683,427 | $ 756,997 | |||||||
Number of deferred shares issued | 4,297,188 | ||||||||||
Employment termination conditions | If (i) Mr. Ulansky or Ms. Irons's employment is terminated by the Company without cause, (ii) Mr. Ulansky or Ms. Irons terminate his or her employment as a result of the Company assigning duties inconsistent with his position or the Company fails to pay the compensation or (iii) there is a change in control in the Company, then in either case the Company shall pay Mr. Ulansky and Ms. Irons an amount equal to (a) the product of the number of years and fractional years for the remainder of the term multiplied by (b) 50% of the then current base salary in effect as of the date of termination. | ||||||||||
Management fees recovery | (19,572) | $ (68,051) | (658,427) | $ (254,543) | $ (73,570) | 602,241 | |||||
Jennifer Irons | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Accrued accounts payable | $ 1,500 | $ 1,500 | 0 | ||||||||
Employment Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Term of employment | 1 year | ||||||||||
Employment Agreement | Mr. Ulansky | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Accrued accounts payable | $ 538,156 | $ 609,392 | |||||||||
Number of deferred shares issued | 4,679,613 | 1,324,767 | |||||||||
Term of employment | 3 years | ||||||||||
Employment Agreement | Mr. Ulansky | First year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | $ 400,000 | ||||||||||
Employment Agreement | Mr. Ulansky | Second year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | 450,000 | ||||||||||
Employment Agreement | Mr. Ulansky | Third year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | $ 500,000 | ||||||||||
Employment Agreement | Jennifer Irons | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Accrued accounts payable | $ 145,271 | $ 147,605 | |||||||||
Number of deferred shares issued | 1,263,222 | 320,880 | |||||||||
Term of employment | 3 years | ||||||||||
Employment Agreement | Jennifer Irons | First year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | $ 125,000 | ||||||||||
Employment Agreement | Jennifer Irons | Second year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | 137,500 | ||||||||||
Employment Agreement | Jennifer Irons | Third year | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Annual base salary | $ 150,000 | ||||||||||
Release agreement | Mr. Ulansky | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Number of shares issued | 1,500,000 | 1,500,000 | |||||||||
Release agreement | Jennifer Irons | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Repayments of Related Party Debt | $ 25,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Loss for the year | $ (1,797,291) | $ 52,169 | $ (1,214,694) | $ 155,613 | $ (8,074,759) | $ (993,653) |
Income tax recovery at statutory rate | (2,745,418) | (337,842) | ||||
Permanent difference and other | 2,416,418 | |||||
Change in valuation allowance | 329,000 | 337,842 | ||||
Income tax expense per books | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 452,000 | $ 123,000 |
Valuation allowance | (452,000) | (123,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | 12 Months Ended | ||||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||||
Statutory federal income tax rate | 34.00% | 34.00% | |||
Net operating loss carry forwards | $ 86,001 | ||||
Penalties incurred | $ 30,000 | $ 10,000 | $ 10,000 | $ 10,000 |
FORMER BUSINESS ACTIVITY (Detai
FORMER BUSINESS ACTIVITY (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Jul. 31, 2017 | Apr. 30, 2018 | |
Former Business Activity [Line Items] | |||
Payment to joint venture in cash for equity interest | $ 30,000 | $ 30,000 | |
Mineracao Batovi | |||
Former Business Activity [Line Items] | |||
Percentage of own minority interest | 2.40% | ||
Payment to joint venture in cash for equity interest | $ 30,000 | ||
Amount of asset acquired |
DERIVATIVE ASSET (Detail Textua
DERIVATIVE ASSET (Detail Textuals) | 1 Months Ended | |
Jan. 22, 2016USD ($)oz | Jul. 31, 2017USD ($) | |
Blendcore LLC. | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Advance given to Blendcore LLC | $ 215,000 | |
Loan agreement with Blendcore and Petaquilla Gold | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Royalty percentage on gold produced | 12.50% | |
Royalty period | 12 months | |
Reduced royalty percentage for monthly production between ranges | 5.00% | |
Royalty extension period | 12 months | |
Provision for second loan principal amount | $ 250,000 | |
Royalty Agreement Survival Period | 1 year | |
Derivative discount rate | 10.00% | |
Loan agreement with Blendcore and Petaquilla Gold | Gold, ounces | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Maximum gold ounces to be produced per month | oz | 1,000 | |
Range of monthly production for reduced royalty percentage | 1,001 and 2,000 ounces of gold per month | |
Minimum gold ounces to be produced for loan forgiven | oz | 12,000 | |
Loan agreement with Blendcore and Petaquilla Gold | Blendcore LLC. | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loan principal amount | $ 250,000 |
GOING CONCERN AND LIQUIDITY C44
GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Going Concern and Liquidity Considerations [Abstract] | ||||||
Net income (loss) | $ (1,797,291) | $ 52,169 | $ (1,214,694) | $ 155,613 | $ (8,074,759) | $ (993,653) |
Accumulated losses | $ (10,730,010) | $ (10,730,010) | $ (9,515,316) | $ (1,440,557) |
SUBSEQUENT EVENT (Detail Textua
SUBSEQUENT EVENT (Detail Textuals) - USD ($) | Jun. 14, 2018 | Apr. 30, 2018 | Mar. 20, 2018 |
Subsequent Event [Line Items] | |||
Convertible notes, amount | $ 350,000 | $ 350,000 | |
Proceeds of convertible loan | $ 350,000 | ||
Subsequent event | Note purchase agreement | |||
Subsequent Event [Line Items] | |||
Convertible notes, amount | $ 150,000 | ||
Proceeds of convertible loan | $ 150,000 |