Debt Disclosures | 3 Months Ended |
Nov. 30, 2013 |
Notes | ' |
Debt Disclosures | ' |
LOANS PAYABLE |
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| | November 30, | | August 31, |
| | 2013 | | 2013 |
| | | (Unaudited) | | | |
Loans payable | | $ | 419,800 | | $ | 492,000 |
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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 assigned $44,000 of debt to a third party and the debt was restructured to 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. |
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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. The exchange of convertible debt for non-convertible debt qualifies the 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. |
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During the quarter ended November 30, 2013 a non-affiliated, third-party shareholder, loaned the Company $120,300. The debt is due on demand and bears no interest. On September 4, 2013, the Company amended three loans payable totaling $102,500. The loans were restructured to convertible notes. The convertible notes bear interest at 12% per annum and are convertible at a 50% discount. On October 1, 2013, the Company amended two loans payable totaling $25,000. The loans were restructured to convertible notes. The convertible notes bear interest at 12% per annum and are convertible at a 50% discount. On November 10, 2013, the Company amended a loan payable totaling $60,000. The loan was restructured to a convertible note. The convertible note bears interest at 8% per annum and is convertible at a 50% discount. On November 30, 2013, the Company amended a loan payable totaling $15,000. The loan was restructured to a convertible note. The convertible note bears interest at 6% per annum and is convertible at a 50% discount. |
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CONVERTIBLE DEBENTURES |
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At November 30, 2013 and August 31, 2013 convertible debentures consisted of the following: |
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| | 30-Nov-13 | | 31-Aug-13 |
| | | (Unaudited) | | | |
Convertible debentures | | $ | 447,455 | | $ | 432,831 |
Unamortized debt discount | | | -202,673 | | | -91,243 |
Total | | $ | 244,782 | | $ | 341,588 |
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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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The convertible notes payable mature through November 2014, some of which are payable on demand and they bear interest at ranges between 6% and 15%. The convertible promissory notes are convertible at a ratio varying between 50 and 70% of the closing price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for a period of 45 days prior to conversion. As of November 30, 2013, an aggregate of $143,798 of convertible promissory notes have matured. In addition the Company has convertible loans totaling $75,000 which are in default due to the delay in filing audited August 31, 2013 financial statements. The default is cured when the 10-KA is filed. |
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During the three-month period ended November 30, 2013, a noteholder of the Company assigned loans payable aggregating $127,500 to third parties whose terms were contemporaneously modified into convertible notes. During the quarter ended November 30, 2013, the Company amended and restructured several loans payable totaling $202,500 into convertible loans. As a result, the Company recorded $277,508 in debt discount related to the beneficial conversion feature and embedded conversion features in connection with these convertible notes payable, $125,008 of which was initially recorded as a derivative liability due to the variable convertible terms and $152,500 was recorded in additional paid in capital. |
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During the three-month period ended November 30, 2013, the Company issued 93,178,812 shares of its common stock to satisfy its obligations under principal repayments aggregating $167,875. Additionally, the Company issued 5,393,993 shares of its common stock pursuant to subsequent pricing reset provisions and to satisfy interest pursuant to certain convertible promissory notes. The fair value of the shares of common stock amounted to $13,941 and has been recorded as interest expense. |
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During the three-month period ended November 30, 2012, the Company generated proceeds of $5,000 from the issuance of convertible promissory notes payable. |
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During the three-month periods ended November 30, 2013 and 2012, the Company recognized approximately $166,000 and $57,000 in amortization of debt discount and approximately $64,000 and $18,000 in interest expense in connection with its convertible notes payable. |