Debt Disclosures | 12 Months Ended |
Aug. 31, 2013 |
Notes | ' |
Debt Disclosures | ' |
LOANS PAYABLE |
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| | August 31, | | August 31, |
| | 2013 | | 2012 |
Loans payable | | $ | 492,000 | | $ | 269,500 |
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During the year ended August 31, 2012, $30,500 of the loan payable was assumed by the Company's Executive Director, and $100,000 was assigned to a non-affiliated, third-party shareholder. In addition this shareholder purchased $150,000 of debt that was owed to an officer of the Company and funded the Company $235,500. As of August 31, 2012, the Company has issued 1,489,375 common shares as a partial repayment of the debt amounting to $228,499 and made cash payments of $10,000. The balance remaining amounted to $269,500, which is payable to this shareholder, is due on demand and bears no interest. |
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During the year ended August 31, 2013 a non-affiliated, third-party shareholder loaned the Company $134,500. The debt is due on demand and bears no interest. On January 8, 2013, the shareholder to whom the debt was assigned in the prior year restructured $44,000 of this into a convertible note. On April 30, 2013, the Company repaid $10,000 of principal and $2,000 of interest relating to the outstanding loans and on August 30, 2013, the Company repaid $20,000 of principal and $3,000 of interest relating to the outstanding loans. As of August 31, 2013, the balance due to this shareholder amounted to $330,000 in principal. |
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Subsequent to August 31, 2013, the Company formalized and modified various demand notes of this shareholder consisting of new interest rate terms and conversion terms. |
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During the year ended August 31, 2013, the Company and a noteholder of two convertible debentures totaling $110,000 and accrued interest of $4,570 restructured the convertible notes to a non-convertible loan totaling $185,000 (see Note 5). The exchange of convertible debt for non-convertible debt qualifies this transaction for accounting treatment as an extinguishment of debt under FASB ASC 470. Accordingly, a loss on extinguishment of debt of $70,430 was recognized. As of August 31, 2013, the Company repaid $25,000 relating to this loan. The balance due as of August 31, 2013 amounted to $160,000 and the obligations are currently in default under the terms of the note agreement. |
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During the year ended August 31, 2013 an investor loaned the Company $15,000. The debt came due one year from issuance and bore interest at 5% per annum. Prior to August 31, 2013, the terms of the notes were modified, among other things, to add conversion features. This note was reclassified as a convertible debenture as of August 31, 2013. |
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CONVERTIBLE DEBENTURES |
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At August 31, 2013 and 2012 convertible debentures consisted of the following: |
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| | August 31, |
| | 2013 | | 2012 |
Convertible debentures | | $ | 432,831 | | $ | 388,351 |
Unamortized debt discount | | | -91,243 | | | -137,709 |
Total | | $ | 341,588 | | $ | 250,642 |
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Effective September 1, 2010 the Company adopted (FASB ASC 815-40-15-5) ("ASC 815") "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock" which outlines new guidance for being indexed to an entity's own stock and the resulting liability or equity classification based on that conclusion. The adoption of ASC 815 affects the accounting for convertible instruments with provisions that protect holders from declines in the stock price ("down - round" provisions). |
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In March, April, May and July 2011, the Company entered into agreements with a third party non-affiliate to issue four 8% interest bearing convertible debentures for $203,000 due in nine months (“The 8% Convertible Notes”), with the conversion features commencing 6 months after the loan issuance date. The loans are convertible at an average share price computed on the 30 days prior to conversion. In connection with these debentures, the Company recorded a $180,929 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note was converted or repaid. As of August 31, 2012 these notes have been converted into 2,663,719 shares of common stock which were sold into the public market under Rule 144 completed April 2012. The Company has recorded amortization expense amounting to $100,533 for the year ended August 31, 2012. |
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During the year ended August 31, 2012, the Company entered into convertible loans with third party non-affiliates in which $100,000 of debt was assigned from a shareholder and $248,156 was received in cash. These loans bear interest ranging from 0% - 15% and mature in one year or less. They are convertible in six months or less at a discount based on average share prices ranging between 10 and 30 days. As a result the Company recorded $300,758 in debt discount related to the beneficial conversion feature, $164,198 of which was initially recorded as a derivative liability due to the variable convertible terms and $136,560 was recorded in additional paid in capital. In connection with these debentures, the Company has recorded amortization expense amounting to $263,585 for the years ended August 31, 2012 with $137,709 net discount balance remaining. As of August 31, 2012, $250,500 of debt was converted into 3,797,719 shares of common stock and $29,625 has been paid in cash. As of August 31, 2012, the balance of the Company’s convertible debt amounts to $250,642, net of discount. |
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During the year ended August 31, 2013, the Company and a noteholder of two convertible debentures totaling $110,000 and accrued interest of $4,570 restructured the convertible notes to a non-convertible loan totaling $185,000 (see Note 4). |
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During the year ended August 31, 2013, the Company entered into convertible loans with third party non-affiliates in which $157,500 was received in cash. In addition, on January 8, 2013, a $44,000 loan payable was assigned to a third party and the debt was restructured as a convertible debt. These loans bear interest ranging from 5% - 12% and mature in one year or less. They are convertible in one year or less at a discount based on average share prices ranging between 10 and 30 days. As a result, the Company recorded $201,500 in debt discount related to the beneficial conversion feature in connection with these debentures, $89,000 of which was initially recorded as a derivative liability due to the variable convertible terms and $112,500 was recorded in additional paid in capital. During the year ended August 31, 2013, the Company has recorded amortization expense amounting to $247,965 with $91,241 net discount balance remaining. As of August 31, 2013, $67,022 of debt was converted into 2,027,975 shares of common stock. As of August 31, 2013, the balance of the Company’s convertible debt amounts to $321,588, net of discount. |
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As of August 31, 2013, the Company has convertible loans which matured totaling $132,303. To date the note holders have not requested repayment or provided conversion notices relating to the matured notes. |