Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Aug. 31, 2012 | Nov. 20, 2013 | Aug. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'YATERRA VENTURES CORP. | ' | ' |
Entity Central Index Key | '0001406588 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Current Fiscal Year End Date | '--08-31 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'No | ' | ' |
Document Period End Date | 31-Aug-12 | ' | ' |
Document Type | '10-K | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 1,588,288,119 | ' |
Public Float | ' | ' | $296,497 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Aug. 31, 2012 | Aug. 31, 2011 |
Current Assets: | ' | ' |
Deposits | $25,000 | ' |
Prepaid expense and other current assets | 12,500 | 360 |
Total Current Assets | 37,500 | 360 |
Total Assets | 37,500 | 360 |
Current Liabilities: | ' | ' |
Accounts payable and accrued liabilities | 224,610 | 208,274 |
Amounts payable to related parties | 125,250 | ' |
Accrued Interest | 3,797 | 70 |
Accrued Interest on related party notes | 3,797 | 70 |
Debt | 161,589 | 233,680 |
Related party debt | 23,544 | 7,086 |
Related party convertible debt, net of unamortized discounts of $18,750 and $0 | 6,250 | ' |
Convertible debt, net of unamortized discounts of $64,739 and $0 | 1,096,026 | ' |
Derivative Liability | 1,559,517 | ' |
Total Current Liabilities | 3,372,585 | 485,367 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 14,130,000 and 1,630,000 shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 100,000,000 shares authorized, 35,706,097 and 1,630,000 shares issued and outstanding, respectively | 35,706 | 1,630 |
Additional paid-in capital | 2,027,393 | 189,370 |
Deficit accumulated during the exploration stage | -5,398,184 | -676,007 |
Total Stockholders' Deficit | -3,335,085 | -485,007 |
Total Liabilities and Stockholders' Deficit | $37,500 | $360 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2012 | Aug. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets Parenthetical | ' | ' |
Preferred Stock, Par Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 35,706,097 | 1,630,000 |
Common Stock, Shares, Outstanding | 35,706,097 | 1,630,000 |
Convertible debt to related parties, net discount | $18,750 | $0 |
Convertible debt, net discount | $64,739 | $0 |
CONSOLIDATED_STATEMENTS_OF_EXE
CONSOLIDATED STATEMENTS OF EXEPENSES (USD $) | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Operating Expenses | ' | ' | ' |
Selling, general, and administrative | $14,483 | $27,344 | $112,641 |
Mineral property costs | 7,474 | 11,333 | 60,414 |
Professional fees and compensation | 1,224,270 | 111,663 | 1,679,918 |
Depreciation and amortization expense | ' | 98 | 1,086 |
Impairment of mineral property | ' | 25,369 | 25,369 |
Total Operating Expenses | 1,246,227 | 175,807 | 1,879,428 |
Other Expense | ' | ' | ' |
Loss on change in fair value of derivative liabilities | -430,591 | ' | -430,591 |
Interest expense | -1,262,311 | -25,381 | -1,305,117 |
Loss on extinguishment of debt | -1,783,048 | ' | -1,783,048 |
Total Other Expenses | -3,475,950 | -25,381 | -3,518,756 |
Net Loss | ($4,722,177) | ($201,188) | ($5,398,184) |
Net Loss Per Share - Basic and Diluted | ($0.59) | ($0.12) | ' |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 7,981,849 | 1,630,000 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss for the period: | ($4,722,177) | ($201,188) | ($5,398,184) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Amortization of debt discounts | 1,103,164 | ' | 1,103,164 |
Depreciation | ' | 98 | 1,086 |
Loss on change in fair value of derivatives | 430,591 | ' | 430,591 |
Loss on extinguishment of debt | -1,783,048 | ' | 1,783,049 |
Accrued performance stock compensation | 41,574 | ' | 41,574 |
Stock-based compensation | 965,706 | ' | 965,706 |
Impairment of mineral property | ' | 25,369 | 25,369 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | -12,140 | -360 | -12,402 |
Accounts payable | 142,278 | 83,549 | 352,941 |
Amounts payable to related parties | 128,977 | 70 | 159,547 |
Net cash used in operating activities | -138,979 | -92,462 | -547,560 |
Cash Flows from Investing Activities | ' | ' | ' |
Mineral property acquisition costs | ' | -1,007 | -22,000 |
Computer equipment | ' | ' | -1,184 |
Net cash used in investing activities | ' | -1,007 | -23,184 |
Cash Flows from Financing Activities | ' | ' | ' |
Proceeds for the sale of stock | ' | ' | 191,000 |
Proceeds from convertible debt | 110,500 | ' | 110,500 |
Proceeds from convertible debt | 25,000 | ' | 25,000 |
Proceeds from debt | 6,239 | 88,086 | 241,672 |
Borrowings on related party debt | 26,117 | 7,194 | 33,311 |
Payments on debt | -10,830 | -1,754 | -12,584 |
Payments for foreign exchange rates | -8,388 | ' | -8,388 |
Payments on short term related party debt | -9,659 | -108 | -9,767 |
Net cash provided by financing activities | 138,979 | 93,418 | 570,743 |
Net Increase (Decrease) In Cash | ' | -51 | ' |
Cash at the beginning of the period | ' | 51 | ' |
Cash at the end of the period | ' | ' | ' |
Supplemental Disclosures of Cash Flow Information | ' | ' | ' |
Cash paid during the period for Interest | ' | ' | ' |
Cash paid during the period for Income taxes | ' | ' | ' |
Non-Cash Investing and Financing Activities | ' | ' | ' |
Acquisition of Pure Spectrum Oil, Inc. | 1,035,068 | ' | 1,035,068 |
Conversion of debt into stock | 30,000 | ' | 30,000 |
Conversion of debt into stock | 37,500 | ' | 37,500 |
Reclass of derivative to APIC from debt conversion | 49,339 | ' | 49,339 |
Debt discounts due to Derivative's | $1,178,265 | ' | $1,178,265 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock | Additional Paid-In Capital | Deficit Accumulated During the Exploration Stage | Total |
Beginning Balance, Amount at Nov. 19, 2006 | ' | ' | ' | ' |
Shares issued for cash at $0.01, Shares | 900,000 | ' | ' | ' |
Shares issued for cash at $0.01, Amount | $900 | $8,100 | ' | $9,000 |
Shares issued for cash at $0.20, Shares | 610,000 | ' | ' | ' |
Shares issued for cash at $0.20, Amount | 610 | 121,390 | ' | 122,000 |
Net loss | ' | ' | -30,468 | -30,468 |
Ending Balance, Amount at Aug. 31, 2007 | 1,510 | 129,490 | -30,468 | 100,532 |
Ending Balance, Shares at Aug. 31, 2007 | 1,510,000 | ' | ' | ' |
Net loss | ' | ' | -105,613 | -105,613 |
Ending Balance, Amount at Aug. 31, 2008 | 1,510 | 129,490 | -136,081 | -5,081 |
Ending Balance, Shares at Aug. 31, 2008 | 1,510,000 | ' | ' | ' |
Shares issued for cash at $0.50, Shares | 120,000 | ' | ' | ' |
Shares issued for cash at $0.50, Amount | 120 | 59,880 | ' | 60,000 |
Net loss | ' | ' | -187,754 | -187,754 |
Ending Balance, Amount at Aug. 31, 2009 | 1,630 | 189,370 | -323,835 | -132,835 |
Ending Balance, Shares at Aug. 31, 2009 | 1,630,000 | ' | ' | ' |
Net loss | ' | ' | -150,984 | -150,984 |
Ending Balance, Amount at Aug. 31, 2010 | 1,630 | 189,370 | -474,819 | -283,819 |
Ending Balance, Shares at Aug. 31, 2010 | 1,630,000 | ' | ' | ' |
Net loss | ' | ' | -201,188 | -201,188 |
Ending Balance, Amount at Aug. 31, 2011 | 1,630 | 189,370 | -676,007 | -485,007 |
Ending Balance, Shares at Aug. 31, 2011 | 1,630,000 | ' | ' | ' |
Accrued preferred stock compensation | ' | 41,574 | ' | 41,574 |
Stock issued in acquisition of PS Oil, Shares | 4,000,000 | ' | ' | ' |
Stock issued in acquisition of PS Oil, Amount | 4,000 | -1,039,068 | ' | -1,035,068 |
Shares issued for debt conversion, Shares | 750,000 | ' | ' | ' |
Shares issued for debt conversion, Amount | 750 | 36,750 | ' | 37,500 |
Stock issued for extinguishment of debt, Shares | 17,426,097 | ' | ' | ' |
Stock issued for extinguishment of debt, Amount | 17,426 | 1,795,622 | ' | 1,813,048 |
Shares issued for services, Shares | 11,900,000 | ' | ' | ' |
Shares issued for services, Amount | 11,900 | 953,806 | ' | 965,706 |
Reclass of Derivative to APIC | ' | 49,339 | ' | 49,339 |
Net loss | ' | ' | -4,722,177 | -4,722,177 |
Ending Balance, Amount at Aug. 31, 2012 | $35,706 | $2,027,393 | ($5,398,184) | ($3,335,085) |
Ending Balance, Shares at Aug. 31, 2012 | 35,706,097 | ' | ' | ' |
NATURE_OF_OPERATIONS_AND_GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 1. NATURE OF OPERATIONS AND GOING CONCERN | ' |
Organization and Acquisition | |
Yaterra Ventures Corp. (“the Company”) was incorporated in Nevada on November 20, 2006. On May 21, 2012, the Company acquired 100% of Pure Spectrum Oil, Inc., a company incorporated in Nevada in exchange for 4,000,000 common shares. In connection with the acquisition, the Company acquired a deposit of $25,000 and assumed accounts payable of $9,803 and convertible notes payable of $1,050,265. As a result of the acquisition of the Pure Spectrum Oil shares, the Company is planning to go into the business of oil and gas exploration. | |
The Company and Pure Spectrum Oil were under common control as of the date of the acquisition. On December 5, 2011, Cedric Atkinson (the Chief Executive Officer of the Company) acquired control of Pure Spectrum, Inc. (the parent of Pure Spectrum Oil) through the acquisition of Series B voting preferred stock in Pure Spectrum, Inc. The acquisition of these Series B preferred shares provided Cedric Atkinson with majority ownership in Pure Spectrum, Inc. In addition, on March 2, 2012, Cedric Atkinson obtained control of Yaterra Ventures, Corp. through the purchase of 900,000 common shares from the previous owner of the Company. Accordingly, for accounting purposes, the acquisition of Pure Spectrum is being accounted for at historical carrying values. The Chief Executive Officer and controlling shareholder of the Company is also the Chief Executive Officer and controlling shareholder of Pure Spectrum. Transfers or exchanges of equity instruments between entities under common control are recorded at the carrying amount of the transferring entity at the date of transfer with no goodwill or other intangible assets recognized. Our consolidated financial statements and reported results of operations reflect the Pure Spectrum Oil carryover values, and our reported results of operations and stockholders’ equity have been retroactively restated for all periods presented to reflect the operations of Pure Spectrum Oil and the Company as if the acquisition had occurred on March 2, 2012, the date the Company and Pure Spectrum Oil commenced common control. All intercompany accounts and balances have been eliminated in consolidation. | |
Exploration Stage Activities | |
The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company in accordance with FASB ASC 915, Development Stage Entities. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net losses of $5,398,184 for the period from November 20, 2006 (inception) to August 31, 2012 and has not yet generated revenue. In addition, the company has a working capital deficit and an accumulated deficit as of August 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its natural resource properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Aug. 31, 2012 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
a.) Basis of Presentation | |||||||||||||||||
These consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States. | |||||||||||||||||
b.) Principles of Consolidation | |||||||||||||||||
The Company’s consolidated financial statements include the assets, liabilities and operating results of its wholly owned subsidiary. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts, ownership and transactions have been eliminated. | |||||||||||||||||
c.) Fair Value of Financial Instruments | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a three-tier fair value hierarchy which prioritizes the inputs in measuring fair value as follows: | |||||||||||||||||
Level 1: Observable inputs such as quoted prices in active markets; | |||||||||||||||||
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||||||
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions | |||||||||||||||||
The Company determined the fair value of its derivative liabilities related to conversion options in outstanding debt using Level 3 inputs. | |||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of August 31, 2012: | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets and | Observable | Unobservable | Balance as of | ||||||||||||||
Liabilities | Inputs | Inputs | August 31, | ||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments | $ | - | $ | - | $ | 1,559,517 | $ | 1,559,517 | |||||||||
There were no assets and liabilities measured at fair value on a recurring basis as of August 31, 2011. | |||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out of Level 3, of the derivative liabilities measured at fair value under level 3 on a recurring basis using significant unobservable inputs during the year ended August 31, 2012: | |||||||||||||||||
Fair value at August 31, 2011 | $ | - | |||||||||||||||
Additions during the period | 1,551,642 | ||||||||||||||||
Resolution of derivative liabilities | (49,339 | ) | |||||||||||||||
Change in the fair value | 57,214 | ||||||||||||||||
Fair value at August 31, 2012 | $ | 1,559,517 | |||||||||||||||
d.) Cash and Cash Equivalents | |||||||||||||||||
Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximate fair market value due to the liquidity of these deposits. | |||||||||||||||||
e.) Basic and Diluted Loss Per Share | |||||||||||||||||
Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At August 31, 2012 and 2011, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||||||||||||||||
f.) Income Taxes | |||||||||||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Accounting for Income Taxes ”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
g.) Use of Estimates | |||||||||||||||||
The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates. | |||||||||||||||||
h.) Long Lived Assets | |||||||||||||||||
Long-lived assets, including mineral properties, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. During the year ended August 31, 2011, the Company fully impaired its mineral properties. | |||||||||||||||||
i.) Reclassifications | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
j.) Recent Accounting Pronouncements | |||||||||||||||||
The adoption of recently issued accounting pronouncements are not expected to have a material effect on the Company's future reported financial position or results of operations. | |||||||||||||||||
CORRECTION_OF_PRIOR_YEAR_INFOR
CORRECTION OF PRIOR YEAR INFORMATION | 12 Months Ended | ||||||||||||
Aug. 31, 2012 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 3. CORRECTION OF PRIOR YEAR INFORMATION | ' | ||||||||||||
During September 2013, we identified errors in the previously reported financial statements for the year ended August 31, 2011. We determined that the mineral property rights were impaired as of August 31, 2011. Further, we identified errors in the classification of certain assets and liabilities. This resulted in adjustments to the previously reported amounts in the consolidated financial statements for the year ended August 31, 2011. | |||||||||||||
In accordance with the SEC's Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated these errors and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to each of the prior reporting periods affected. However, if the adjustments to correct the cumulative effect of the above error had been recorded in the year ended August 31, 2012, the Company believes the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results for the year ended August 31, 2011. | |||||||||||||
The following table presents the comparative effect of the correction of prior year information and the impact on the Company’s consolidated financial statements for the year ended August 31, 2011: | |||||||||||||
31-Aug-11 | |||||||||||||
As Reported | Adjustments | As Amended | |||||||||||
Consolidated Balance Sheet | |||||||||||||
Assets | |||||||||||||
Current Assets: | |||||||||||||
Prepaid expense | $ | 360 | $ | - | $ | 360 | |||||||
Mineral property acquisition costs | 22,000 | (22,000 | ) | - | |||||||||
Liabilities and Stockholders’ Deficit | |||||||||||||
Current Liabilities: | |||||||||||||
Excess of checks issued over funds on deposit | 693 | (693 | ) | - | |||||||||
Accounts payable and accrued liabilities | 160,548 | 47,726 | 208,274 | ||||||||||
Accrued interest | - | 36,257 | 36,257 | ||||||||||
Accrued interest on related party notes | 47,033 | (46,963 | ) | 70 | |||||||||
Debt | 267,500 | (33,820 | ) | 233,680 | |||||||||
Related party debt | 9,593 | (2,507 | ) | 7,086 | |||||||||
Stockholders’ Deficit: | |||||||||||||
Deficit accumulated during the exploration stage | (654,007 | ) | (22,000 | ) | (676,007 | ) | |||||||
Consolidated Statement of Expenses | |||||||||||||
Operating Expenses: | |||||||||||||
Impairment of mineral property | 3,369 | 22,000 | 25,369 | ||||||||||
Net loss | (179,188 | ) | (22,000 | ) | (201,188 | ) | |||||||
Consolidated Statement of Cash Flows | |||||||||||||
Cash flows from operating activities: | |||||||||||||
Net loss | (179,188 | ) | (22,000 | ) | (201,188 | ) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||
Impairment of mineral property | 3,369 | 22,000 | 25,369 | ||||||||||
Interest accrued on promissory notes | 22,570 | (22,570 | ) | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 43,809 | 39,740 | 83,549 | ||||||||||
Accounts payable and accrued liabilities to related parties | 16,533 | (16,463 | ) | 70 | |||||||||
Prepaid expenses and other current assets | (360 | ) | - | (360 | ) | ||||||||
Net cash (used in) provided by operating activities | (93,169 | ) | 707 | (92,462 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from debt | 83,946 | 4,140 | 88,086 | ||||||||||
Proceeds from related party debt | 12,083 | (4,889 | ) | 7,194 | |||||||||
Payments on debt | - | (1,754 | ) | (1,754 | ) | ||||||||
Payments on related party debt | (2,597 | ) | 2,489 | (108 | ) | ||||||||
Net cash provided by (used in) financing activities | $ | 93,432 | $ | (14 | ) | $ | 93,418 | ||||||
MINERAL_PROPERTIES
MINERAL PROPERTIES | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 4. MINERAL PROPERTIES | ' |
During the period ended August 31, 2007, the Company acquired an undivided 100% interest in a mineral claim (known as the “Minnie Lode Claims”) located in the Leecher Creek Mining District, Okanogan County, Washington, for $6,000. | |
During the year ended August 31, 2009, the Company acquired an undivided interest in a series of ten mineral claims (collectively referred to as the “Blue Jack Claims”) located in Humboldt County, Nevada, for $16,000. | |
On July 14, 2009, the Company acquired an undivided 60% interest in a mineral claim (known as the “Frances” claim) situated in the Vancouver Mining District, British Columbia, Canada, for $500. | |
During the year ended August 31, 2011, the Company abandoned and fully impaired all mineral properties. Aggregate impairment expense for the year was $25,369. |
DEPOSIT
DEPOSIT | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 5. DEPOSIT | ' |
As part of the acquisition of Pure Spectrum Oil, the Company acquired a deposit of $25,000 with the Railroad Commission of Texas for the right to acquire and hold drilling permits in the state. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 6. RELATED PARTY TRANSACTIONS | ' |
During the years ended August 31, 2012 and 2011, the Company entered into promissory note agreements, whereby it borrowed $26,117 and $7,194, respectively from related parties (current and former directors). The Company repaid $9,659 and $108 on these noted during the years ended August 31, 2012 and 2011, respectively. These notes bear interest at 10% per annum, are unsecured and are payable on demand. As of August 31, 2012 and 2011 outstanding balance under these notes was $23,544 and $7,086, respectively. As of August 31, 2012 and 2011, a total of $3,797 and $70, respectively has been accrued as interest on the notes. | |
During the year ended August 31, 2012, the Company issued convertible notes to a single related party (former director) for $25,000. The notes are unsecured, bear interest at 10% per annum and mature on December 31, 2014. The notes are convertible into common stock at 75% of the average quoted price for the 10 days preceding conversion. The notes qualify as derivative liabilities and are accounted for as such (see Note 10). A total of $1,689 has been accrued as interest on the notes as of August 31, 2012. | |
During the year ended August 31, 2012 and 2011, the Company accrued management fees for services performed in the amount of $125,250 and $0, respectively. Additionally during the years ended August 31, 2012 and 2011, the Company paid $38,470 and $6,310, respectively in management fees for services performed by Directors. | |
DEBT
DEBT | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 7. DEBT | ' |
During the years ended August 31, 2012 and 2011, the Company entered into promissory note agreements, whereby it borrowed an aggregate of $6,239 and $88,086, respectively. The company had outstanding debt of $147,348 as of August 31, 2010. The Company repaid an aggregate of $10,830 and $1,754 on these noted during the years ended August 31, 2012 and 2011, respectively. These notes bear interest between 10% and 12% per annum, are unsecured and are payable between on demand and July 13, 2013. As of August 31, 2012 and 2011, the aggregate outstanding balance under these notes was $161,589 and $233,680, respectively. As of August 31, 2012 and 2011, a total of $57,916 and $36,257, respectively has been accrued as interest on the notes. During the year ended August 31, 2012, the Company issued an aggregate of 17,426,097 common shares to repay $30,000 of these notes resulting in a loss on the extinguishment of debt of $1,783,048 (see Note 8). |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Aug. 31, 2012 | |
Stockholders Equity | ' |
Note 8. STOCKHOLDERS' EQUITY | ' |
During the year ended August 31, 2007, the Company issued 900,000 founder shares at $0.01 for gross proceeds of $9,000 and the Company issued 610,000 common shares at $0.20 per share for gross proceeds of $122,000. | |
During the year ended August 31, 2009, the Company issued 120,000 common shares at $0.50 for gross proceeds of $60,000. | |
On May 21, 2012, the Company issued, in advance, 10,000,000 common shares to the CEO of the company (see Note 9). The shares vest 2,000,000 per annum over a 5 year term. The fair value of the grant was determined to be $281,008 and $15,706 was recognized as stock-based compensation during the year ended August 31, 2012. The remaining $265,302 will be expensed over the remaining vesting period. | |
On June 6, 2012, the Company issued 1,900,000 common shares for consulting services valued at $950,000. These services were provided as of August 31, 2012 and the total fair value is recognized as stock-based compensation during the year ended August 31, 2012. | |
On May 21, 2012, the Company issued 4,000,000 common shares for the acquisition of Pure Spectrum Oil, Inc. (see Note 1). The shares were valued at the carryover value of the net liabilities assumed of $1,035,068 which consisted of a deposit of $25,000, accounts payable of $9,803 and notes payable of $1,050,265. | |
Between June and August, 2012, the Company issued 17,426,097 common shares for the settlement of $30,000 in debt. The fair value of the shares was determined to be $1,813,048 resulting in a loss on extinguishment of debt of $1,783,048 during the year ended August 31, 2012. | |
During June 2012, the Company issued 750,000 shares for the conversion of $37,500 convertible note payables (see Note 10). |
COMMITMENTS_AND_CONTRACTUAL_OB
COMMITMENTS AND CONTRACTUAL OBLIGATIONS | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 9. COMMITMENTS AND CONTRACTUAL OBLIGATIONS | ' |
On May 15, 2012, the Company reserved 1,000,000 Series A Preferred Shares to be held in escrow and to be issued to the new CEO after the closing of the Pure Spectrum Oil purchase and the completion of a 2 year term. The fair value of the grant was determined to be $281,008 and is being expensed over the vesting period of 2 years. The Company has accrued $41,574 in preferred stock-based compensation related to this award as of August 31, 2012. The remaining $239,434 will be recognized over the remaining vesting period. | |
Additionally, on May 15, 2012, the Company approved executive compensation shares to be issued to one director. The director will be paid 20,000 common shares for each fiscal quarter in which the Company’s Form 10Q is timely filed and 15,000 shares for each fiscal quarter in which the Company’s Form 10Q is filed after an extension is filed. As of August 31, 2012, no shares have been earned under these agreements. | |
On May 21, 2012, the Company entered into a five year employment agreement, effective May 1, 2012, with Cedric Atkinson to serve as its CEO for compensation of a cash payment of $20,000 per month and the issuance on the effective date of the agreement of 10,000,000 common shares which will vest 2,000,000 shares per annum upon completion of each 12 months term of service. The fair value of the grant was determined to be $281,008 of which $15,706 was recognized as stock-based compensation during the year ended August 31, 2012. The remaining $265,302 will be expensed over the remaining vesting period. | |
CONVERTIBLE_DEBT_AND_DERIVATIV
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES | 12 Months Ended | ||||
Aug. 31, 2012 | |||||
Notes to Financial Statements | ' | ||||
Note 10. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES | ' | ||||
During the year ended August 31, 2012, the Company borrowed an aggregate of $135,500 under convertible notes (including $25,000 borrowed under related party convertible notes) and assumed an aggregate of $1,050,265 under convertible notes in the acquisition of Pure Spectrum Oil. The notes are unsecured, bear interest between 8% and 36% per annum and mature between May 21, 2012 and December 31, 2014. The notes are convertible into common stock at 75% of the average quoted price for the 10 days preceding conversion. During the year ended August 31, 2012, the Company made cash payments of $8,388 on these notes and issued an aggregate of 750,000 common shares for the conversion of $37,500 of convertible debt. As of August 31, 2012, the Company has accrued interest of $114,086 on these third party notes and $1,689 on the related party convertible notes. | |||||
The Company evaluated the notes under ASC 815 and determined that they qualify as derivative liabilities. The aggregate fair value of the derivative liability was determined to be $1,551,642 as of the initial loan dates resulting in an initial loss on derivative liabilities of $373,377 and a debt discount of $1,178,265. The fair value of the derivative liabilities on the notes that were converted to common stock during the year ended August 31, 2012 was determined to be $49,339 and the fair value of the remaining derivative liabilities as of August 31, 2012 was determined to be $1,559,517. The change in the fair value of the derivative liabilities during the year ended August 31, 2012 was $57,214 resulting in an aggregate loss on derivative liabilities of $430,591 for the year ended August 31, 2012. The debt discount is being amortized to interest expense over the lives of the notes using the effective interest rate method. During the year ended August 31, 2012, aggregate amortization expense was $1,103,164. | |||||
The following table summarizes the change in the derivative liabilities during the year ended August 31, 2012: | |||||
Balance as of August 31, 2011 | $ | - | |||
Debt discount | 1,178,265 | ||||
Initial loss on derivative liabilities | 373,377 | ||||
Loss on change in fair value | 57,214 | ||||
Resolution of derivative liabilities due to conversion | (49,339 | ) | |||
Balance at August 31, 2012 | $ | 1,559,517 | |||
The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model with the following assumptions: | |||||
Market prices | $ | 0.019 - $0.51 | |||
Conversion prices | $ | 0.01 - $0.383 | |||
Expected volatilities | 127% - 186 | % | |||
Expected dividends | - | ||||
Expected terms | 0.26 - 3.07 years | ||||
Risk-free rates | 0.16% - 0.43 | % | |||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Aug. 31, 2012 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 11. INCOME TAXES | ' | ||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has an accumulated net operating loss carry forward of $1,023,412 which begins to expire in 2028. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years. | |||||||||
Significant components of the Company’s deferred tax assets and liabilities as at August 31, 2012 and 2011, after applying enacted corporate income tax rates, are as follows: | |||||||||
August 31, | August 31, | ||||||||
2012 | 2011 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 347,960 | $ | 208,358 | |||||
Valuation allowance | (347,960 | ) | (208,358 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2012 | |
Notes to Financial Statements | ' |
Note 12. SUBSEQUENT EVENTS | ' |
Between February and September 2013, the Company borrowed an aggregate of $263,295 under convertible notes. The notes are unsecured, bear interest between 8% and 21% per annum and mature on December 31, 2014. The notes are convertible into common stock at 75% of the average quoted price for the 10 days preceding conversion. | |
Between September 2012 and September 2013, the Company issued an aggregate of 1,462,582,021 common shares for the conversion of $417,689 of convertible note payables. | |
On September 24, 2012, the Company increased the Authorized Common Stock from 100,000,000 to 400,000,000 | |
On October 1, 2012, the Company issued 65,000,000 common shares for services to management and directors. | |
On October 1, 2012, the Company issued 5,000,000 common shares for consulting services. The Consulting agreement has a term of six months starting October 1, 2012 and ending March 1, 2013. | |
On March 4, 2013, the Company issued 20,000,000 common shares for services to a member of management. | |
On March 4, 2013, the Company issued to its President 1,500,000 shares of Series Preferred A Stock. Additionally, the Company issued 500,000 shares of Series Preferred A Stock to a member of management. | |
On March 13, 2013, the Company increased the Authorized Common Stock from 400,000,000 to 1,000,000,000 | |
On April 9, 2013, the Company increased the Authorized Common Stock from 1,000,000,000 to 1,400,000,000 | |
On May 6, 2013, the Company increased the Authorized Common Stock from 1,400,000,000 to 2,400,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2012 | |||||||||||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
These consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
The Company’s consolidated financial statements include the assets, liabilities and operating results of its wholly owned subsidiary. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts, ownership and transactions have been eliminated. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a three-tier fair value hierarchy which prioritizes the inputs in measuring fair value as follows: | |||||||||||||||||
Level 1: Observable inputs such as quoted prices in active markets; | |||||||||||||||||
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||||||
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions | |||||||||||||||||
The Company determined the fair value of its derivative liabilities related to conversion options in outstanding debt using Level 3 inputs. | |||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of August 31, 2012: | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets and | Observable | Unobservable | Balance as of | ||||||||||||||
Liabilities | Inputs | Inputs | August 31, | ||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments | $ | - | $ | - | $ | 1,559,517 | $ | 1,559,517 | |||||||||
There were no assets and liabilities measured at fair value on a recurring basis as of August 31, 2011. | |||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out of Level 3, of the derivative liabilities measured at fair value under level 3 on a recurring basis using significant unobservable inputs during the year ended August 31, 2012: | |||||||||||||||||
Fair value at August 31, 2011 | $ | - | |||||||||||||||
Additions during the period | 1,551,642 | ||||||||||||||||
Resolution of derivative liabilities | (49,339 | ) | |||||||||||||||
Change in the fair value | 57,214 | ||||||||||||||||
Fair value at August 31, 2012 | $ | 1,559,517 | |||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximate fair market value due to the liquidity of these deposits. | |||||||||||||||||
Basic and Diluted Loss Per Share | ' | ||||||||||||||||
Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At August 31, 2012 and 2011, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Accounting for Income Taxes ”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates. | |||||||||||||||||
Long Lived Assets | ' | ||||||||||||||||
Long-lived assets, including mineral properties, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. During the year ended August 31, 2011, the Company fully impaired its mineral properties. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
The adoption of recently issued accounting pronouncements are not expected to have a material effect on the Company's future reported financial position or results of operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2012 | |||||||||||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||||||||||
Summary of assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of August 31, 2012: | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets and | Observable | Unobservable | Balance as of | ||||||||||||||
Liabilities | Inputs | Inputs | August 31, | ||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2012 | |||||||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments | $ | - | $ | - | $ | 1,559,517 | $ | 1,559,517 | |||||||||
Summary of Liabilities measured at fair value | ' | ||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out of Level 3, of the derivative liabilities measured at fair value under level 3 on a recurring basis using significant unobservable inputs during the year ended August 31, 2012: | |||||||||||||||||
Fair value at August 31, 2011 | $ | - | |||||||||||||||
Additions during the period | 1,551,642 | ||||||||||||||||
Resolution of derivative liabilities | (49,339 | ) | |||||||||||||||
Change in the fair value | 57,214 | ||||||||||||||||
Fair value at August 31, 2012 | $ | 1,559,517 | |||||||||||||||
CORRECTION_OF_PRIOR_YEAR_INFOR1
CORRECTION OF PRIOR YEAR INFORMATION (Tables) | 12 Months Ended | ||||||||||||
Aug. 31, 2012 | |||||||||||||
Correction Of Prior Year Information Tables | ' | ||||||||||||
Correction of prior year information | ' | ||||||||||||
The following table presents the comparative effect of the correction of prior year information and the impact on the Company’s consolidated financial statements for the year ended August 31, 2011: | |||||||||||||
31-Aug-11 | |||||||||||||
As Reported | Adjustments | As Amended | |||||||||||
Consolidated Balance Sheet | |||||||||||||
Assets | |||||||||||||
Current Assets: | |||||||||||||
Prepaid expense | $ | 360 | $ | - | $ | 360 | |||||||
Mineral property acquisition costs | 22,000 | (22,000 | ) | - | |||||||||
Liabilities and Stockholders’ Deficit | |||||||||||||
Current Liabilities: | |||||||||||||
Excess of checks issued over funds on deposit | 693 | (693 | ) | - | |||||||||
Accounts payable and accrued liabilities | 160,548 | 47,726 | 208,274 | ||||||||||
Accrued interest | - | 36,257 | 36,257 | ||||||||||
Accrued interest on related party notes | 47,033 | (46,963 | ) | 70 | |||||||||
Debt | 267,500 | (33,820 | ) | 233,680 | |||||||||
Related party debt | 9,593 | (2,507 | ) | 7,086 | |||||||||
Stockholders’ Deficit: | |||||||||||||
Deficit accumulated during the exploration stage | (654,007 | ) | (22,000 | ) | (676,007 | ) | |||||||
Consolidated Statement of Expenses | |||||||||||||
Operating Expenses: | |||||||||||||
Impairment of mineral property | 3,369 | 22,000 | 25,369 | ||||||||||
Net loss | (179,188 | ) | (22,000 | ) | (201,188 | ) | |||||||
Consolidated Statement of Cash Flows | |||||||||||||
Cash flows from operating activities: | |||||||||||||
Net loss | (179,188 | ) | (22,000 | ) | (201,188 | ) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||
Impairment of mineral property | 3,369 | 22,000 | 25,369 | ||||||||||
Interest accrued on promissory notes | 22,570 | (22,570 | ) | - | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 43,809 | 39,740 | 83,549 | ||||||||||
Accounts payable and accrued liabilities to related parties | 16,533 | (16,463 | ) | 70 | |||||||||
Prepaid expenses and other current assets | (360 | ) | - | (360 | ) | ||||||||
Net cash (used in) provided by operating activities | (93,169 | ) | 707 | (92,462 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from debt | 83,946 | 4,140 | 88,086 | ||||||||||
Proceeds from related party debt | 12,083 | (4,889 | ) | 7,194 | |||||||||
Payments on debt | - | (1,754 | ) | (1,754 | ) | ||||||||
Payments on related party debt | (2,597 | ) | 2,489 | (108 | ) | ||||||||
Net cash provided by (used in) financing activities | $ | 93,432 | $ | (14 | ) | $ | 93,418 | ||||||
CONVERTIBLE_DEBT_AND_DERIVATIV1
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | ||||
Aug. 31, 2012 | |||||
Convertible Debt And Derivative Liabilities Tables | ' | ||||
Change in the derivative liabilities | ' | ||||
The following table summarizes the change in the derivative liabilities during the year ended August 31, 2012: | |||||
Balance as of August 31, 2011 | $ | - | |||
Debt discount | 1,178,265 | ||||
Initial loss on derivative liabilities | 373,377 | ||||
Loss on change in fair value | 57,214 | ||||
Resolution of derivative liabilities due to conversion | (49,339 | ) | |||
Balance at August 31, 2012 | $ | 1,559,517 | |||
Fair value of the derivative liabilities | ' | ||||
The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model with the following assumptions: | |||||
Market prices | $ | 0.019 - $0.51 | |||
Conversion prices | $ | 0.01 - $0.383 | |||
Expected volatilities | 127% - 186 | % | |||
Expected dividends | - | ||||
Expected terms | 0.26 - 3.07 years | ||||
Risk-free rates | 0.16% - 0.43 | % |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2012 | |||||||||
Income Taxes Tables | ' | ||||||||
Deferred tax assets and liabilities | ' | ||||||||
Significant components of the Company’s deferred tax assets and liabilities as at August 31, 2012 and 2011, after applying enacted corporate income tax rates, are as follows: | |||||||||
August 31, | August 31, | ||||||||
2012 | 2011 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 347,960 | $ | 208,358 | |||||
Valuation allowance | (347,960 | ) | (208,358 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
NATURE_OF_OPERATIONS_AND_GOING1
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 69 Months Ended | ||||
Aug. 31, 2007 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2009 | Aug. 31, 2008 | Aug. 31, 2012 | |
Nature Of Operations And Going Concern Details Narrative | ' | ' | ' | ' | ' | ' | ' |
Net loss | $30,468 | $4,722,177 | $201,188 | $150,984 | $187,754 | $105,613 | $5,398,184 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Aug. 31, 2012 |
Liabilities: | ' |
Derivative financial instruments | $1,559,517 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member] | ' |
Liabilities: | ' |
Derivative financial instruments | ' |
SignificantOther Observable Inputs (Level 2) [Member] | ' |
Liabilities: | ' |
Derivative financial instruments | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' |
Liabilities: | ' |
Derivative financial instruments | $1,559,517 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details1) (USD $) | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Resolution of derivative liabilities | $430,591 | ' | $430,591 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Fair value at August 31, 2011 | ' | ' | ' |
Additions during the period | 1,551,642 | ' | ' |
Resolution of derivative liabilities | -49,339 | ' | ' |
Change in the fair value | 57,214 | ' | ' |
Fair value at August 31, 2012 | $1,559,517 | ' | $1,559,517 |
CORRECTION_OF_PRIOR_YEAR_INFOR2
CORRECTION OF PRIOR YEAR INFORMATION (Details) (USD $) | 9 Months Ended | 12 Months Ended | 69 Months Ended | ||||
Aug. 31, 2007 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2009 | Aug. 31, 2008 | Aug. 31, 2012 | |
Current Assets: | ' | ' | ' | ' | ' | ' | ' |
Prepaid expense | ' | $12,500 | $360 | ' | ' | ' | $12,500 |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | 224,610 | 208,274 | ' | ' | ' | 224,610 |
Accrued interest | ' | 3,797 | 70 | ' | ' | ' | 3,797 |
Accrued interest on related party notes | ' | 3,797 | 70 | ' | ' | ' | 3,797 |
Stockholdersb Deficit: | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the exploration stage | ' | 5,398,184 | 676,007 | ' | ' | ' | 5,398,184 |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral property | ' | ' | 25,369 | ' | ' | ' | 25,369 |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' |
Net loss. | -30,468 | -4,722,177 | -201,188 | -150,984 | -187,754 | -105,613 | -5,398,184 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral properties | ' | ' | 25,369 | ' | ' | ' | 25,369 |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities to related parties | ' | 128,977 | 70 | ' | ' | ' | 159,547 |
Net cash (used in) provided by operating activities | ' | -138,979 | -92,462 | ' | ' | ' | -547,560 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' |
Proceeds from related party debt | ' | 26,117 | 7,194 | ' | ' | ' | 33,311 |
Net cash provided by (used in) financing activities | ' | 138,979 | 93,418 | ' | ' | ' | 570,743 |
As Reported [Member] | ' | ' | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' | ' | ' |
Prepaid expense | ' | ' | 360 | ' | ' | ' | ' |
Mineral property acquisition costs | ' | ' | 22,000 | ' | ' | ' | ' |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' |
Excess of checks issued over funds on deposit | ' | ' | 693 | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 160,548 | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' |
Accrued interest on related party notes | ' | ' | 47,033 | ' | ' | ' | ' |
Debt | ' | ' | 267,500 | ' | ' | ' | ' |
Related party debt | ' | ' | 9,593 | ' | ' | ' | ' |
Stockholdersb Deficit: | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the exploration stage | ' | ' | -654,007 | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral property | ' | ' | 3,369 | ' | ' | ' | ' |
Net loss | ' | ' | -179,188 | ' | ' | ' | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral properties | ' | ' | 3,369 | ' | ' | ' | ' |
Interest accrued on promissory notes | ' | ' | 22,570 | ' | ' | ' | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 43,809 | ' | ' | ' | ' |
Accounts payable and accrued liabilities to related parties | ' | ' | 16,533 | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | -360 | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | -93,169 | ' | ' | ' | ' |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt | ' | ' | 83,946 | ' | ' | ' | ' |
Proceeds from related party debt | ' | ' | 12,083 | ' | ' | ' | ' |
Payments on debt | ' | ' | ' | ' | ' | ' | ' |
Payments on related party debt | ' | ' | -2,597 | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | ' | ' | 93,432 | ' | ' | ' | ' |
Adjustments [Member] | ' | ' | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' | ' | ' |
Prepaid expense | ' | ' | ' | ' | ' | ' | ' |
Mineral property acquisition costs | ' | ' | -22,000 | ' | ' | ' | ' |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' |
Excess of checks issued over funds on deposit | ' | ' | -693 | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 47,726 | ' | ' | ' | ' |
Accrued interest | ' | ' | 36,257 | ' | ' | ' | ' |
Accrued interest on related party notes | ' | ' | -46,963 | ' | ' | ' | ' |
Debt | ' | ' | -33,820 | ' | ' | ' | ' |
Related party debt | ' | ' | -2,507 | ' | ' | ' | ' |
Stockholdersb Deficit: | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the exploration stage | ' | ' | -22,000 | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral property | ' | ' | 22,000 | ' | ' | ' | ' |
Net loss | ' | ' | -22,000 | ' | ' | ' | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral properties | ' | ' | 22,000 | ' | ' | ' | ' |
Interest accrued on promissory notes | ' | ' | -22,570 | ' | ' | ' | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 39,740 | ' | ' | ' | ' |
Accounts payable and accrued liabilities to related parties | ' | ' | -16,463 | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | 707 | ' | ' | ' | ' |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt | ' | ' | 4,140 | ' | ' | ' | ' |
Proceeds from related party debt | ' | ' | -4,889 | ' | ' | ' | ' |
Payments on debt | ' | ' | -1,754 | ' | ' | ' | ' |
Payments on related party debt | ' | ' | 2,489 | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | ' | ' | -14 | ' | ' | ' | ' |
As Amended [Member] | ' | ' | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' | ' | ' |
Prepaid expense | ' | ' | 360 | ' | ' | ' | ' |
Mineral property acquisition costs | ' | ' | ' | ' | ' | ' | ' |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' |
Excess of checks issued over funds on deposit | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 208,274 | ' | ' | ' | ' |
Accrued interest | ' | ' | 36,257 | ' | ' | ' | ' |
Accrued interest on related party notes | ' | ' | 70 | ' | ' | ' | ' |
Debt | ' | ' | 233,680 | ' | ' | ' | ' |
Related party debt | ' | ' | 7,086 | ' | ' | ' | ' |
Stockholdersb Deficit: | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the exploration stage | ' | ' | -676,007 | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral property | ' | ' | 25,369 | ' | ' | ' | ' |
Net loss | ' | ' | -201,188 | ' | ' | ' | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' | ' |
Impairment of mineral properties | ' | ' | 25,369 | ' | ' | ' | ' |
Interest accrued on promissory notes | ' | ' | ' | ' | ' | ' | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 83,549 | ' | ' | ' | ' |
Accounts payable and accrued liabilities to related parties | ' | ' | 70 | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | -360 | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | -92,462 | ' | ' | ' | ' |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt | ' | ' | 88,086 | ' | ' | ' | ' |
Proceeds from related party debt | ' | ' | 7,194 | ' | ' | ' | ' |
Payments on debt | ' | ' | -1,754 | ' | ' | ' | ' |
Payments on related party debt | ' | ' | -108 | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | ' | ' | $93,418 | ' | ' | ' | ' |
MINERAL_PROPERTIES_Details_Nar
MINERAL PROPERTIES (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2012 | |
Mineral Properties Details Narrative | ' |
Aggregate impairment expense | $25,396 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Borrowings on related party debt | $26,117 | $7,194 | $33,311 |
Related party debt | 23,544 | 7,086 | 23,544 |
Accrued Interest | 3,797 | 70 | 3,797 |
Management fees for services | 125,250 | 0 | ' |
Director [Member] | ' | ' | ' |
Borrowings on related party debt | ' | 25,000 | ' |
Accrued Interest | 1,689 | ' | 1,689 |
Management fees for services | $38,470 | $6,310 | ' |
DEBT_Details_Narrative
DEBT (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Borrowings from debt | ' | $6,239 | $88,086 | $241,672 |
Payments on debt | ' | 10,830 | 1,754 | 12,584 |
Debt outstanding | 161,589 | 161,589 | 233,680 | 161,589 |
Accrued Interest | 3,797 | 3,797 | 70 | 3,797 |
Aggregate of common shares issued | ' | 17,426,097 | ' | ' |
Repayment of notes | ' | 30,000 | ' | ' |
Loss on extinguishment of debt | 1,783,048 | 1,783,048 | ' | -1,783,049 |
Debt [Member] | ' | ' | ' | ' |
Accrued Interest | $57,916 | $57,916 | $36,257 | $57,916 |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 69 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2012 | |
Stockholders Equity | ' | ' | ' | ' |
Common shares issued for the settlement in debt | 17,426,097 | ' | ' | ' |
Debt for settlement | $30,000 | ' | ' | ' |
Fair value of the shares | 1,813,048 | ' | ' | ' |
Loss on extinguishment | $1,783,048 | $1,783,048 | ' | ($1,783,049) |
COMMITMENTS_AND_CONTRACTUAL_OB1
COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2012 | Aug. 20, 2012 | |
Notes to Financial Statements | ' | ' |
Preferred stock-based compensation | ' | $41,574 |
Remaining preferred stock expense on vesting period | ' | 239,434 |
Fair value of granted shares | 281,008 | ' |
Stock-based compensation | 15,706 | ' |
Expense occured during the period | $265,302 | ' |
CONVERTIBLE_DEBT_AND_DERIVATIV2
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2011 | |
Notes to Financial Statements | ' | ' |
Balance as of August 31, 2011 | ' | ' |
Debt discount | 1,178,265 | ' |
Initial loss on derivative liabilities | 373,377 | ' |
Loss on change in fair value | 57,214 | ' |
Resolution of derivative liabilities due to conversion | -49,339 | ' |
Balance at August 31, 2012 | $1,559,517 | ' |
CONVERTIBLE_DEBT_AND_DERIVATIV3
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Details1) (USD $) | Aug. 31, 2012 |
Maximum [Member] | ' |
Market prices | $0.02 |
Conversion prices | $0.01 |
Percentage of Expected volatilities | 127.00% |
Expected dividends | ' |
Expected terms | '3 months 4 days |
Risk-free rates | 0.16% |
Minimum [Member] | ' |
Market prices | $0.51 |
Conversion prices | $0.38 |
Percentage of Expected volatilities | 186.00% |
Expected terms | '3 years 26 days |
Risk-free rates | 0.43% |
CONVERTIBLE_DEBT_AND_DERIVATIV4
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2012 | Aug. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Convertible notes | $135,500 | ' |
Related party convertible notes | 25,000 | ' |
Assumed convertible notes | 1,050,265 | ' |
Cash payments | 8,388 | ' |
Common shares for the conversion | 750,000 | ' |
Common shares for the conversion debt | 37,500 | ' |
Accrued interest | ' | 114,086 |
Accrued interest of third party | ' | 1,689 |
Fair value of the derivative liabilities | ' | 49,339 |
Derivative liabilities | ' | 1,559,517 |
Change derivative liabilities | 57,214 | ' |
Loss on derivative liabilities | 430,591 | ' |
Amortization expense | $1,103,164 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Aug. 31, 2012 | Aug. 31, 2011 |
Deferred tax assets: | ' | ' |
Net operating loss carry forward | $347,960 | $208,358 |
Valuation allowance | -347,960 | -208,358 |
Net deferred tax assets | ' | ' |