Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2014 | Apr. 16, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'OSL HOLDINGS INC. | ' |
Entity Central Index Key | '0001329957 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Feb-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 229,607,316 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Current assets: | ' | ' |
Cash | ' | $70,217 |
Prepaid and other assets | 2,000 | 3,000 |
Total current assets | 2,000 | 73,217 |
Total assets | 2,000 | 73,217 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 1,215,442 | 1,117,420 |
Accrued officers compensation | 1,111,206 | 716,000 |
Advances from related parties | 76,160 | 63,560 |
Senior secured convertible note | ' | 19,950 |
Secured promissory note - in default | 170,000 | 170,000 |
Convertible notes, net of discount of $0 and $133,750, respectively | 238,482 | 317,232 |
Convertible notes with related parties, net of discount of $0 and $8,437, respectively | 47,590 | 39,153 |
Promissory notes | 101,612 | 300,000 |
Promissory notes with related parties, net of discount of $2,857 and $8,872, respectively | 97,143 | 91,428 |
Derivative liability | 4,024,101 | 2,574,365 |
Total current liabilities | 7,081,736 | 5,409,108 |
Commitment and contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Common Stock, $.001 par value; 450,000,000 shares authorized; 152,507,316 and 136,936,316 shares issued and outstanding at February 28, 2014 and August 31, 2013, respectively | 152,508 | 136,937 |
Additional paid-in capital | 8,510,566 | 7,808,965 |
Deficit accumulated during the development stage | -15,742,810 | -13,281,793 |
Total stockholders' deficit | -7,079,736 | -5,335,891 |
Total liabilities and stockholders' deficit | $2,000 | $73,217 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes, discount amount | $0 | $133,750 |
Convertible notes related parties, discount amount | 0 | 8,437 |
Promissory notes related parties, discount amount | $2,857 | $8,872 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, shares issued | 152,207,316 | 136,936,316 |
Common Stock, shares outstanding | 152,207,316 | 136,936,316 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 41 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Operating expenses: | ' | ' | ' | ' | ' |
General and administrative expenses | $287,863 | $979,900 | $682,574 | $1,251,210 | $5,834,180 |
Impairment of website development costs | ' | ' | 100 | ' | 185,900 |
Operating loss | -287,863 | -979,900 | -682,674 | -1,251,210 | -6,020,080 |
Other: | ' | ' | ' | ' | ' |
Interest expense | -51,862 | -148,711 | -233,885 | -277,830 | -730,287 |
Loss on conversion of debt and settlement of accrued interest | ' | ' | ' | -43,066 | -755,978 |
Gain on settlement of debt | ' | ' | 44,829 | ' | 66,529 |
Debt issuance costs | ' | ' | ' | -44,172 | -145,510 |
Change in value of derivative liability | -2,020,087 | 89,103 | -1,589,287 | 125,282 | -7,482,307 |
Reverse merger costs | ' | ' | ' | ' | -647,880 |
Costs of rescinded acquisition | ' | ' | ' | ' | -27,297 |
Other income (expense), net | -2,071,949 | -59,608 | -1,778,343 | -239,786 | -9,722,730 |
Net loss | ($2,359,812) | ($1,039,508) | ($2,461,017) | ($1,490,996) | ($15,742,810) |
Net loss per common share | ' | ' | ' | ' | ' |
Net loss per common share - basic and diluted | ($0.02) | ($0.03) | ($0.02) | ($0.08) | ' |
Weighted average common shares outstanding - basic and diluted | 152,303,983 | 35,742,376 | 149,413,708 | 17,825,009 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | 41 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss: | ($2,461,017) | ($1,490,996) | ($15,742,810) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Cost of reverse merger | ' | ' | 647,880 |
Impairment of website development costs | ' | ' | 185,800 |
Fair value of stock issued upon rescinded acquisition | ' | ' | 20,000 |
Fair value of stock issued for services from outside parties | ' | 8,000 | 714,981 |
Stock issued to officers for compensation and services | 5,590 | 670,000 | 1,620,723 |
Cost of offerings | ' | 44,172 | 145,510 |
Loss on conversion of debt and accrued interest | ' | 43,066 | 755,978 |
Gain on settlement of debt | -44,829 | ' | -66,529 |
Change in fair value of derivative liability | 1,589,287 | -125,282 | 7,482,307 |
Amortization of note discount | 148,511 | 252,624 | 522,098 |
Non cash interest expense on note conversions | ' | 25,205 | 69,101 |
(Increase) decrease in: | ' | ' | ' |
Prepaid and other assets | 1,000 | ' | 10,500 |
Accounts payable and accrued liabilities | 169,323 | 47,219 | 881,793 |
Accrued compensation | 395,206 | 340,000 | 1,331,206 |
Net cash used in operating activities | -196,929 | -185,992 | -1,421,462 |
Cash flows from financing activities: | ' | ' | ' |
Advances from (to) related parties | 12,600 | 24,500 | 12,485 |
Payment of senior secured convertible note | -25,000 | ' | -105,000 |
Payment of promissory notes | ' | ' | -3,000 |
Payment of convertible notes | -12,500 | ' | -37,500 |
Cash received on issuance of convertible promissory notes | 100,000 | ' | 753,000 |
Cash received on issuance of a promissory note | 51,612 | 52,500 | 418,977 |
Cash received on issuance of a promissory note - related parties | ' | ' | 76,000 |
Cash received on shares to be issued | ' | 109,500 | 100,000 |
Cash received on issuance of common stock | ' | ' | 206,500 |
Net cash provided by financing activities | 126,712 | 186,500 | 1,421,462 |
Change in cash: | ' | ' | ' |
Net increase (decrease) | -70,217 | 508 | ' |
Balance at beginning of period | 70,217 | 202 | ' |
Balance at end of period | ' | 710 | ' |
Cash paid for: | ' | ' | ' |
Income taxes | ' | ' | ' |
Interest | ' | ' | ' |
Non cash financing activities | ' | ' | ' |
Fair value of common shares issued upon conversion of senior secured promissory note | ' | 93,765 | 16,000 |
Common shares issued upon conversion of convertible notes and accrued interest | 14,421 | ' | 254,119 |
Accounts payable assumed on reverse acquisition | ' | ' | 265,380 |
Acquisition of website for accounts payable | ' | ' | 185,800 |
Promissory notes assumed on reverse acquisition | ' | ' | 142,500 |
Issuance of note payable on reverse merger | ' | ' | 240,000 |
Fair value of common shares issued upon conversion of accrued compensation | ' | ' | 220,000 |
Fair value of beneficial conversion feature of convertible notes | ' | 240,196 | 358,333 |
Reclassification of common shares issuable to additional paid in capital | ' | ' | 102,083 |
Common shares issued to lender as consideration for issuance of promissory note | 610 | ' | 9,181 |
Reclassification of derivative liability to additional paid in capital | 139,551 | ' | 4,036,157 |
Discount on notes payable from derivative liability | ' | ' | 319,441 |
Reclassification of accounts payable to notes payable - related parties | ' | ' | 63,674 |
Reclassification of accrued interest from notes payable to accrued liabilities | ' | ' | 67,965 |
Fair value of common shares issued upon conversion of collaboration agreement | $557,000 | ' | $557,000 |
Organization_Nature_of_Busines
Organization, Nature of Business and Basis of Presentation | 6 Months Ended |
Feb. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Nature of Business and Basis of Presentation | ' |
Note 1- Organization, Nature of Business and Basis of Presentation | |
Organization and Nature of Business | |
OSL Holdings, Inc. (the “Company”) was incorporated under the name Red Rock Pictures, Inc. on August 18, 2006 under the laws of the State of Nevada and was engaged in the business of developing, financing, producing and licensing feature-length motion pictures and direct response infomercials. On June 6, 2008, the Company entered into a stock for stock exchange agreement with Studio Store Direct, Inc. (“SSD”). Pursuant to the stock for stock exchange agreement, the Company acquired 100% of the assets of SSD by issuing 11,000 restricted common shares in exchange for all the issued and outstanding shares of SSD. With the addition of SSD, the Company also operated as a traditional infomercial production and distribution company. | |
On October 10, 2011, the Company completed a share exchange (the “Share Exchange”) with Office Supply Line, Inc. (“OSL”), a company incorporated in the State of Nevada on September 16, 2010, whereby OSL exchanged all of the issued and outstanding shares of OSL in exchange for 50,000 shares of the Company’s common stock. As part of the Share Exchange, the Company entered into a Share Cancellation Agreement and Release (the “Share Cancellation Agreement”) with Crisnic Fund S.A., a Costa Rican corporation (“Crisnic”), and OSL, pursuant to which Crisnic cancelled 14,130 shares of the Company’s common stock in exchange for $10,000 cash and a Secured Promissory Note of OSL in the principal amount of $240,000 (the “Crisnic Note”). See Note 6. | |
Immediately prior to the Share Exchange, the Company entered into an Asset Assignment Agreement (the “Asset Assignment Agreement”) by and among Reno Rolle (“Rolle”), Todd Wiseman (“Wiseman”), former principals of the Company, and Red Rock Direct (an entity managed by Rolle and Wiseman), pursuant to which the Company assigned certain of its assets to Red Rock Direct in consideration of the cancelation of shares of the Company’s common stock which Rolle had rights to (144 shares that had not yet been issued) and Wiseman (5,000 shares due under an employment agreement), pursuant to Share Cancellation Agreements and Releases entered into among each of Rolle (and Lynn Rolle, the wife of Rolle) and Wiseman, the Company and OSL; and Red Rock Direct’s assumption of certain indebtedness of the Company. | |
For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition, with OSL deemed the accounting acquirer and the Company deemed the legal acquirer. These financial statements reflect the historical activity of OSL, and the historical stockholders’ equity of OSL has been retroactively restated for the equivalent number of shares received in the Share Exchange after giving effect to the differences in par value offset to additional paid-in capital. In connection with the Share Exchange, OSL is deemed to have issued an additional 1,068 shares of common stock to its stockholders existing prior to the Share Exchange. Reverse merger costs of approximately $649,000 include net liabilities of $408,000 assumed upon the reverse merger and the $250,000 cost of the Share Cancellation Agreement. | |
On October 17, 2011, the Company changed its name to OSL Holdings Inc. and became a holding company for its operating subsidiaries. | |
On December 4, 2012, the Company amended its Articles of Incorporation to increase the number of authorized shares of Common Stock available for issuance from 120,000,000 to 450,000,000. | |
Effective January 9, 2013, the Company completed a reverse split of its outstanding shares of Common Stock, par value $0.001 (the “Common Stock”) and outstanding shares and per share data have been retroactively adjusted to effect the reverse split as if it occurred at the beginning of the earliest period presented. | |
Basis of Presentation | |
The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the August 31, 2013 audited financial statements and the accompanying notes thereto included in our Form 10-K. While management believes the procedures followed in preparing these unaudited financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. | |
These consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. |
Going_Concern
Going Concern | 6 Months Ended |
Feb. 28, 2014 | |
Going Concern | ' |
Going Concern | ' |
Note 2 – Going Concern | |
The Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception, does not have significant sources of revenue, has working capital and stockholders’ deficiencies and has been notified that it is in default on the Crisnic Note and these circumstances raise substantial doubt as to its ability to continue as a going concern. The Company has no cash on hand. The Company expects a burn rate of at least $50,000 per month and will need to raise at least $600,000 to continue its operations, and we can give no assurance of success. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s August 31, 2013 consolidated financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
The Company will require additional capital, either through debt or private placements, in order to execute its business plan. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Note 3 – Summary of Significant Accounting Policies | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | |||||||||||||||||
The carrying value of the Company’s cash, accounts payable and accrued liabilities, advances from stockholder, senior secured convertible debt, secured note payable and advances from related parties approximates fair value because of the short-term maturity of these instruments. | |||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of November 30, 2013 and August 31, 2013, respectively. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – November 30, 2013 | $ | – | $ | – | $ | 2,004,014 | $ | 2,004,014 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – August 31, 2013 | $ | – | $ | – | $ | 2,574,365 | $ | 2,574,365 | |||||||||
Advances_from_Related_Parties
Advances from Related Parties | 6 Months Ended |
Feb. 28, 2014 | |
Related Party Transactions [Abstract] | ' |
Advances from Related Parties | ' |
Note 4 – Advances from Related Parties | |
The Company has received funding of $12,600 from certain related parties to help fund its cash operating needs for the six months ended February 28, 2014. The balance outstanding as of February 28, 2014 and August 31, 2013 was $76,160 and $63,560, respectively. The loans are non-interest bearing, unsecured and due on demand. $71,160 of the advances from related parties are convertible at a 70% discount of the average trading price 5 days prior to conversion. Under ASC 815-15 “Derivative and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability and the liability were subsequently measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. The Company determined the fair value of the embedded conversion feature as of February 28, 2014 to be $3,443,963. For the six months ended February 28, 2014, $1,646,286 was recorded as a loss on derivative from these advances resulted from the change in fair value of the conversion features. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. See more information at footnote 10. |
Senior_Secured_Convertible_Not
Senior Secured Convertible Note | 6 Months Ended |
Feb. 28, 2014 | |
Senior Secured Convertible Note | ' |
Senior Secured Convertible Note | ' |
Note 5 – Senior Secured Convertible Note | |
The Company assumed a $100,000 senior secured convertible note due (the “Senior Note”) issued to The Exchange LLC (the “Exchange LLC”), an unrelated company, upon the consummation of the reverse merger recapitalization with OSL. On October 12, 2011, the Company and Exchange LLC entered into Amendment No. 1 (the “Amendment”) to the Senior Note. Pursuant to the Amendment, the maturity date of the Senior Note was extended to October 5, 2012 and the conversion price of the Senior Note was set at $0.001. Any conversion of debt owed to Exchange LLC under the Senior Note must be approved by the Board of Directors of the Company and in the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due. The Company entered into Amendment No. 2 (“Amendment 2”) to the Senior Note on December 12, 2012, pursuant to which the maturity date of the Senior Note was extended to October 5, 2013 and that the parties agreed that the conversion of the Senior Note shall not be affected by any reverse split of the Company’s Common Stock. The Company entered into Amendment No. 3 (“Amendment 3”) to the Senior Note on August 31, 2013 and that the parties agreed to reduce the balance owed of $101,000 to $35,000 so long as Exchange LLC is paid $10,000 on August 30, 2013, $10,000 on September 10, 2013, $10,000 on September 23, 2013, and $5,000 on September 30, 2013. As of August 31, 2013, the total remaining balance outstanding due to Exchange LLC under the Senior Note was $19,950. | |
During the six months ended February 28, 2014, $25,000 of outstanding note balance was paid in cash. On October 3, 2013, The Exchange LLC entered into an Assignment Agreement (the “Assignment Agreement”) by and among the Exchange LLC and an assignee for the remaining balance owed $14,421 in exchange for $5,000. During the six months ended February 28, 2014, the assignee elected to receive a total of 14,421,000 shares of Common Stock at an average conversion price of $0.01 or $14,421 as final repayment of the outstanding balance owed. In relation to Amendment 3 and in conjunction with the final repayment, the Company recorded a proportional reduction in balance of $44,829 which was recorded as a gain on extinguishment of debt during the six months ended February 28, 2014. As of February 28, 2014, the balance of the Senior Note has been paid in full. | |
On April 4, 2012, as a result of the issuance of convertible debt to Panache Capital, LLC, the convertible option of the senior secured convertible note became tainted. Under ASC 815-15 “Derivative and Hedging”, it should be reclassified from equity to liability and the liabilities were subsequently measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. | |
As a result of note payment and conversion, under ASC 815-15 “Derivative and Hedging”, the instruments are measured at fair value at the date of payment and conversion with the change in fair value recorded to earning. The Company determined the fair value of the embedded conversion feature of the Senior Notes as of October 3, 2013 to be $284,625 and $367,591 was record as gain on derivative liability for the six months ended February 28, 2014. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. See footnote 10 for impact of this derivative liability. |
Secured_Promissory_Note_In_Def
Secured Promissory Note, In Default | 6 Months Ended |
Feb. 28, 2014 | |
Debt Disclosure [Abstract] | ' |
Secured Promissory Note, In Default | ' |
Note 6 – Secured Promissory Note, In Default | |
As part of the Share Exchange discussed in Note 1, the Company entered into the Share Cancellation Agreement with Crisnic and OSL. Pursuant to the Share Cancellation Agreement, Crisnic agreed to cancel 14,130 shares in exchange for $10,000 and the Crisnic Note in the principal amount of $240,000. Under the terms of the Crisnic Note, OSL was required to pay Crisnic $50,000 on November 8, 2011, then $25,000 every subsequent week until December 27, 2011, and one final payment of $15,000 on January 3, 2012. The Crisnic Note is non-interest bearing. Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company has made intermittent payments and the balance due as of November 30, 2013 and August 31, 2013 was $170,000 which is currently due and payable. | |
As security for the Crisnic Note, the Company contracted to issue into escrow 650,001 shares of Series A Preferred Stock (the “Preferred Shares”, to be released either to the Company upon full satisfaction of the Crisnic Note or to Crisnic on the escrow and default terms of the Crisnic Note. The Company discovered that the Preferred Shares were never authorized in the Company’s Articles of Incorporation (the “Articles”) and were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. The Company received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012. Since the Articles did not authorize any of the Preferred Shares, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares, among other things. On May 31, 2013 Crisnic informed the Company it had assigned the Crisnic Note in to a person who had a claim against Crisnic as partial satisfaction of that person’s claim against Crisnic. The Company is seeking to negotiate a resolution of the Company’s dispute regarding the Crisnic Note with the current holder of the note. |
Convertible_Notes
Convertible Notes | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Convertible Notes | ' | ||||||||
Convertible Notes | ' | ||||||||
Note 7 – Convertible Notes | |||||||||
Convertible notes payable consist of the following as of February 28, 2014 and August 31, 2013: | |||||||||
28-Feb-14 | 31-Aug-13 | ||||||||
Convertible notes payable, interest at 8% per annum (A) – related parties | $ | 47,590 | $ | 47,590 | |||||
Convertible notes payable, interest at 10% per annum (B) | 238,482 | 450,982 | |||||||
Convertible notes payable | 286,072 | 498,572 | |||||||
Less: note discount | - | (142,187 | ) | ||||||
Convertible notes payable, net of discount | $ | 286,072 | $ | 356,385 | |||||
(A) Asher Enterprises, Inc. (Assigned on March 21, 2013) | |||||||||
During the period November 15, 2011 to August 31, 2013, the Company issued four unsecured convertible notes (the “Asher Notes”) to Asher Enterprises, Inc. (“Asher”) in the aggregate amount of $135,500. The Asher Notes are due after one year and bear interest at 8% per annum where interest accrues and is payable in cash upon maturity provided that the elected conversion to common shares does not occur. Any amount of principal or interest on these Asher Notes which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date until the past due amount is paid. At any time or times after 180 days from the date of the Asher Notes and until the maturity dates, Asher is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of Common Stock. The conversion price will be based on a 49-59% discount to the average of the three lowest closing bid prices for the Company’s Common Stock during the ten trading days immediately preceding a conversion date. | |||||||||
Each of the Asher Notes includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current exercise price. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the Asher Notes is not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. | |||||||||
During the year ending August 31, 2012, $113,000 of the Asher Notes were issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the year ended August 31, 2012 to be $258,510. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $145,510 of derivative liability created over the face amount of the Asher Notes was considered to be a debt issuance cost during the year ended August 31, 2012. As such the Company recorded an $113,000 valuation discount upon issuance. During the year ended August 31, 2012, the Company amortized $34,338 of the discount and as of August 31, 2012, the remaining discount of $78,662 is offset against the balance of the notes for financial statement presentation. During the year ended August 31, 2013, the $22,500 of the Asher Notes was issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the year ended August 31, 2013 to be $39,846. The excess of $17,346 of derivative liability over the face amount was considered to be a loss on derivative liability and recorded a $22,500 debt discount. During the year ended August 31, 2013 the Company further amortized $92,275 of the discount and as of August 31, 2013, the remaining discount of $89,911 is offset against the balance of the notes for financial statement presentation. | |||||||||
On March 21, 2013, the Company entered into that certain Assignment, Termination and Release Agreement (the Assignment Agreement) by and among the Company; Asher; Samuel Kotch (S. Kotch) and Benjamin Kotch (B. Kotch) (S. Kotch and B. Kotch each an Assignee and collectively the Assignees), each the son of Eric Kotch, the Chief Financial Officer, Secretary, Treasurer and a director of the Company, pursuant to which i) Asher assigned its rights to the Asher Notes, issued pursuant to those certain corresponding securities purchase agreements (the “SPAs”); ii) the Company and Asher agreed to terminate their obligations to one another under the Asher Notes and the SPAs; and iii) the Company and Asher provided one another with complete releases of all claims, in consideration of a payment by the Assignees of $125,500 to Asher. The Company and the Assignees also entered into that certain Consent to Assignment dated March 21, 2103, whereby the Company consented to the waiver of the requirement under the SPAs that any assignee of the Asher Notes be an accredited investor. | |||||||||
During the year ended August 31, 2013, the Company issued a total of 8,070,793 shares of Common Stock at an average conversion price of $0.01 or $87,910 and $7,769 as partial repayment of the Convertible Notes and accrued interest. As a result of the conversion, $886,875 of loss on conversion of debt and accrued interest was recognized during the year ended August 31, 2013. As of August 31, 2013, the total remaining balance was $39,153, net of discount of $8,437. | |||||||||
During the six months ended February 28, 2014 the Company further amortized $8,437 leaving no remaining discount to offset against the balance of the notes for financial statement presentation. As of February 28, 2014, the total remaining balance was $47,590. | |||||||||
Under ASC 815-15 Derivative and Hedging, the Company determined that the convertible feature of the note should be classified as a derivative liability. See footnote 10 for further information on the impact. The Company determined the fair value of the embedded conversion feature of all the Asher Notes as of February 28, 2014 to be $104,998. For the six months ended February 28, 2014, $15,087 was recorded as a loss on derivative from these notes resulted from the change in fair value of the conversion features. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. | |||||||||
(B) Panache Capital, LLC | |||||||||
During the period March 5, 2012 to April 26, 2012, the Company issued four convertible promissory notes (the “March Panache Notes”) to Panache Capital, LLC (the “Panache”) for an aggregate amount of $250,000, with 10% annum interest. The Panache Notes are each due after the one year anniversary thereof. All past-due principal of the March Panache Notes bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the March Panache Notes, in their entirety or in part, into Common Stock of the Company. The conversion price is based on a 25% discount to the average of the three lowest closing bid prices for the Company’s Common Stock during the ten trading days immediately preceding a conversion date. The Company determined the initial fair value of the beneficial conversion feature was $83,333 and was recorded by the Company as a loan discount, which is being amortized as interest expense over the life of the notes. As of August 31, 2013 and 2012, the unamortized balance of the March Panache Notes discount was $417 and $47,861, respectively. The Company recorded an additional $30,000 of debt discount, and amortized a total of $77,444 of debt discount into interest expense during the year ended August 31, 2013. | |||||||||
On September 21, 2012, the Company entered into an amendment agreement (the “Panache Amendment”) with Panache which amends the March Panache Notes. Pursuant to the Panache Amendment, the Company had the option, for 90 days after September 21, 2012 (the “Outside Date”), to redeem the March Panache Notes for 100% of their outstanding principal and interest, which it opted not to do. Additionally, Panache was not able, until the Outside Date and absent an event of default, to convert any of the March Panache Notes into Company Common Stock. Each of the March Panache Notes were further amended to permit Panache to convert the March Panache Notes at a price not to fall below a 49% discount to the average of the three lowest closing bid prices for the Company Common Stock during the ten trading days immediately preceding a conversion date. | |||||||||
The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the creditor has not granted a concession and the modification of the embedded conversion options does not fall in the scope of ASC 470-50. | |||||||||
On September 21, 2012, the Company issued a convertible promissory note (the “September Panache Note” and together with the March Panache Notes, the “Panache Notes”) to Panache in the principal amount of $30,000, with 10% annum interest. The September Panache Note is due after the one year anniversary thereof. All past-due principal of the September Panache Note bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the September Panache Note, in its entirety or in part, into Common Stock of the Company. The original conversion price was based on a 49% discount to the average of the three lowest closing bid prices for the Company’s common stock during the ten trading days immediately preceding a conversion date. | |||||||||
The March and September Panache Note includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of Common Stock instruments at or below the current exercise price. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the September Panache Note is not a fixed amount because it is subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. | |||||||||
During the year ended August 31, 2013, the Company paid $25,000 and issued a total of 4,018 shares of Common Stock at an average conversion price of $1.00 or $4,018 in partial repayment of the Panache Notes. As of August 31, 2013 and 2012, the total remaining balance outstanding to Panache under the Panache Notes was $250,565 and $212,739, net of discount of $417 and $47,861, respectively. | |||||||||
During the six months ended February 28, 2014, the Company paid $12,500 in partial repayment of the Panache Notes. As of February 28, 2014, the total remaining balance outstanding to Panache under the Panache Notes was $238,482. | |||||||||
The Company determined the fair value of the embedded conversion feature for the March and September Panache Notes as of February 28, 2014 to be $465,178 and $9,962, respectively. For the six months ended February 28, 2014, $464,754 and $1,231 was recorded as loss on derivative for the March and September Panache Notes, respectively resulted from the change in fair value of the conversion features. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. | |||||||||
Kevin Mulhearn | |||||||||
On June 21, 2013, the Company issued an unsecured convertible promissory note to Kevin Mulhearn (Mulhearn) in the principal amount of $200,000, with 10% annum interest. The note is due on December 21, 2013. The note is convertible, in its entirety or in part, into Common Stock of the Company. The conversion price is the average of the three trading days prior to conversion, and the principal that will be converted is $400,000. | |||||||||
Under ASC 815-15 Derivative and Hedging, the Company determined that the convertible feature of the note should be classified as a derivative liability. See footnote 10 for further information on the impact. The derivative resulted in a debt discount of $200,000, of which $66,667 has been amortized into interest expense. As of August 31, 2013, the total remaining balance outstanding to Kevin Mulhearn was $66,667, net of discount of $133,333. | |||||||||
On October 2, 2013 the Company entered into a Project Collaboration and Profit Sharing Agreement (Collaboration Agreement) with Mulhearn (See Notes 11 and 13), at which time the Company reclassified the balance owed on the $200,000 unsecured convertible note to additional paid in capital. In addition, the Company expensed the remaining debt discount balance of $133,333 to interest expense during the six months ended February 28, 2014. | |||||||||
As a result of note conversion, under ASC 815-15 “Derivative and Hedging”, the instruments are measured at fair value at the date of conversion with the change in fair value recorded to earning. The Company determined the fair value of the embedded conversion feature of the promissory note as of October 2, 2013 to be $139,551 which is re-classed from liability to equity. In addition $170,480 was record as gain on derivative liability for the six months ended February 28, 2014. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. See footnote 10 for impact of this derivative liability. |
Promissory_Notes
Promissory Notes | 6 Months Ended |
Feb. 28, 2014 | |
Promissory Notes | ' |
Promissory Notes | ' |
Note 8 – Promissory Notes | |
In May 2013, the Company issued unsecured promissory notes (the May Notes) in an aggregate principal amount equal to $40,000 (the Principal Amount) to two (2) accredited investors. The May Notes accrue simple interest at a rate of 12% per annum and are due and payable six (6) months from the date of their respective issuances. All past-due principal of the May Notes shall bear interest until paid at the maximum nonusurious interest rate that at any time may be contracted for, taken, reserved, charged, or received on the indebtedness evidenced by the May Notes (the “Maximum Rate”) or, if no Maximum Rate is established by applicable law, at the rate of 15% per annum. The occurrence of any one of the following events will be deemed an event of default: (a) the Company shall fail to pay when due any principal of the May Notes; or (b) the Company shall: (i) apply for or consent to the appointment of a receiver, trustee, or intervenor, custodian or liquidator of all or a substantial part of its assets, (ii) be adjudicated as bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or any action for the purpose of effecting any of the foregoing; or (vi) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition appointing a receiver, trustee, intervenor or liquidator of all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days. As of February 28, 2014 and August 31, 2013, the total remaining balance outstanding under the May Notes is $40,000, respectively. | |
On May 1, 2013, the Company issued an unsecured promissory note (the May Investor Note) in the principal amount of $10,000 to a private investor. The May Investor Note is due on demand, bears interest at 12% per annum where interest accrues and is payable in cash upon demand. As of February 28, 2014 and August 31, 2013, the total remaining balance outstanding under the May Investor Note is $10,000, respectively. | |
On May 31, 2013, the Company issued a unsecured promissory note (the “Subsequent May Note” and together with the May Notes and the Demand Note, the “Notes”) in an aggregate principal amount equal to $100,000 (the Subsequent May Note Principal Amount) to an accredited investor, substantially in the form of the May Notes. The Subsequent May Note accrues simple interest at a rate of 10% per annum and is due and payable six (6) months from the date of its issuances, with the Company able to pay the Subsequent May Note Principal Amount in common stock of the Company discounted by 20%. As of August 31, 2013, the total remaining balance outstanding under the Subsequent May Note is $100,000. On October 2, 2013 the Company entered into a Project Collaboration and Profit Sharing Agreement (Collaboration Agreement) with Mulhearn (See Notes 11 and 13), at which time the Company reclassified the balance owed on the $100,000 unsecured promissory note to additional paid in capital. | |
During August, 2013, the Company issued an additional unsecured promissory note substantially in the form of the May Note in an aggregate principal amount equal to $150,000 (the “August, 2013 Note”) to an accredited investor. The August, 2013 Note is due on demand and bears an interest rate of 0%. As of August 31, 2013, the total remaining balance outstanding under the August 20, 2013 Note is $150,000. On October 2, 2013 the Company entered into a Project Collaboration and Profit Sharing Agreement (Collaboration Agreement) with Mulhearn (See Notes 11 and 13), at which time the Company reclassified the balance owed on the $150,000 unsecured promissory note to additional paid in capital. | |
On November 14, 2013, the Company issued an unsecured promissory note in the principal amount of $25,000 to a private investor. The principal of this Note is due and payable on February 15, 2014. All past-due principal of this Note shall bear interest until paid at the rate of 12% per annum. In addition to the principal amount of $25,000 the Company agreed to deliver to the private investor shares of the Company’s common stock in an amount valued at $25,000 based on the five day average prices preceding the payment date. In addition, as additional consideration, the Company has agreed to issue the private investor an additional 50,000 shares at a price of $0.01 per share and allocate $500 of the principal amount of the promissory note towards payment of the purchase price. The Company determined the relative fair value of the 50,000 common stock to be $610. As of February 28, 2014, the total remaining balance outstanding under the promissory note is $25,000. | |
On December 12, 2013, the Company issued an unsecured promissory note in the principal amount of $20,000 to a private investor. The principal of this Note is due and payable on January 12, 2014. All past-due principal of this Note shall bear interest until paid at the rate of 15% per annum. In lieu of cash interest, the Company agreed to deliver to the private investor shares of the Company’s common stock in an amount valued at $40,000 based on the five day average prices preceding the date March 12, 2014. As of February 28, 2014, the total remaining balance outstanding under the promissory note is $25,000. | |
During the six months ended February 28, 2014, the Company issued an unsecured promissory note in the principal amount of $6,612. The principal of this Note is due on demand and bear no interest. As of February 28, 2014, the total remaining balance outstanding under the promissory note is $6,612. |
Promissory_Notes_with_Related_
Promissory Notes with Related Parties | 6 Months Ended |
Feb. 28, 2014 | |
Promissory Notes With Related Parties | ' |
Promissory Notes with Related Parties | ' |
Note 9 – Promissory Notes with Related Parties | |
On August 8, 2011, the Company issued an unsecured promissory note in the principal amount of $24,000 to a related party. The promissory note is due on demand, bears interest at 8% per annum where interest accrues and is payable in cash upon demand. As of February 28, 2014 and August 31, 2013, the total remaining balance outstanding is $24,000. | |
On April 15, 2013, the Company issued an unsecured promissory note in the principal amount of $6,000 to a related party. The promissory note is due on demand, bears interest at 12% per annum where interest accrues and is payable in cash upon demand. As of February 28, 2014 and August 31, 2013, the total remaining balance outstanding is $6,000. | |
On May 13, 2013, the Company issued a promissory note in an aggregate principal amount equal to $20,000 to a related party. The promissory note accrues simple interest at a rate of 12% per annum and is due on demand. All past-due principal shall bear interest until paid at the maximum nonusurious interest rate that at any time may be contracted for, taken, reserved, charged, or received on the indebtedness evidenced by the promissory note (the Maximum Rate) or, if no Maximum Rate is established by applicable law, at the rate of 15% per annum. The occurrence of any one of the following events will be deemed an event of default: (a) the Company shall fail to pay when due any principal of the promissory note; or (b) the Company shall: (i) apply for or consent to the appointment of a receiver, trustee, or intervenor, custodian or liquidator of all or a substantial part of its assets, (ii) be adjudicated as bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or any action for the purpose of effecting any of the foregoing; or (vi) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition appointing a receiver, trustee, intervenor or liquidator of all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days. The Company also issued 200,000 shares of its common stock to the related party as consideration for issuance of the promissory note. The Company determined the relative fair value of the common stock to be $8,571. As of August 31, 2013, the total remaining balance outstanding under the promissory note is $11,429 net of discount of $8,571. As of February 28, 2014, the total remaining balance outstanding under the promissory note is $17,143 net of discount of $2,857. | |
On May 28, 2013, the Company issued a demand promissory note (the Demand Note) in an aggregate principal amount equal to $50,000 (the Demand Note Principal Amount) to an accredited investor and related party, which is secured by all intellectual and personal property of the Company. The Demand Note accrues simple interest at a rate of 12% per annum, is due and payable on any future date on which the holder of the Demand Note (the Demand Noteholder) demands repayment (the Due Date). Unpaid principal after the Due Date shall accrue interest at a rate of 16% annually until paid. The occurrence of any one of the following events will be deemed an event of default: (a) the failure of the Company to pay the Demand Note Principal Amount and any accrued interest in full on or before the Due Date; (b) the death of the Demand Noteholder; (c) the filing of bankruptcy proceedings involving the Company as a debtor; (d) the application for the appointment of a receiver for the Company; (e) the making of a general assignment for the benefit of the Company’s creditors; (f) the insolvency of the Company; or (g) a misrepresentation by the Company to the Demand Noteholder for the purpose of obtaining or extending credit. As of February 28, 2014 and August 31, 2013, the total remaining balance outstanding under the Demand Note is $50,000. |
Derivative_Liability
Derivative Liability | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
Derivative Liability [Abstract] | ' | ||||||||||||
Derivative Liability | ' | ||||||||||||
Note 10 – Derivative Liability | |||||||||||||
In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of certain of the Company’s Asher Notes and Panache Notes (described in Note 7), does not have a fixed settlement provision because conversion of the Asher Notes and the Panache Notes will be lowered if the Company issues securities at lower prices in the future. In accordance with the FASB authoritative guidance, the conversion feature of the Asher Notes and the March and September Panache Note was separated from the host contract and recognized as a derivative instrument. The conversion feature of the Asher Notes and the Panache Notes have been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||||||||||||
At the date of issuance and as of February 28, 2014 August 31, 2013, the derivative liabilities were valued using a probability weighted average Black-Scholes pricing model with the following assumptions: | |||||||||||||
At | At Date of | At | |||||||||||
28-Feb-14 | Issuance | 31-Aug-13 | |||||||||||
Conversion feature : | |||||||||||||
Risk-free interest rate | 0.01 – 0.11 | % | 0.25 | % | 0.02 - 0.09 | % | |||||||
Expected volatility | 176 – 416 | % | 215 | % | 45 – 661 | % | |||||||
Expected life (in years) | 0.01 - 0.5 | 1 | 0.01 – 0.48 | ||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Fair Value : | |||||||||||||
Conversion feature | $ | 4,024,101 | $ | 96,672 | $ | 2,574,365 | |||||||
The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility was based on the Company’s historical volatility for its common stock. The expected life of the conversion feature of the Asher Notes and the September Panache Note was based on the terms thereof. The expected dividend yield was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. | |||||||||||||
The Company determined the fair value of the derivative liabilities to be $4,024,101 as of February 28, 2014, and the Company recorded a loss on the change in fair value of derivative liabilities of $1,589,287 for the six months ended February 28, 2014. | |||||||||||||
The following table summarizes the derivative liabilities included in the consolidated balance sheet: | |||||||||||||
Derivative liability | |||||||||||||
Derivative liabilities as of August 30, 2013 | $ | 2,574,365 | |||||||||||
Change in fair value of derivative liability | 1,589,287 | ||||||||||||
Settlement of derivative liability due to conversion of related notes | (139,551 | ) | |||||||||||
Derivative liabilities as of February 28, 2014 | $ | 4,024,101 |
Capital_Stock
Capital Stock | 6 Months Ended | ||
Feb. 28, 2014 | |||
Equity [Abstract] | ' | ||
Capital Stock | ' | ||
Note 11 – Capital Stock | |||
Preferred Stock | |||
As security for the Crisnic Note (see Note 6) due to an uncured event of default, the Company contracted to issue 650,001 Preferred Shares. Each Preferred Share would, among other things as provided in the Certificate of Designations relating to the Series A Preferred Stock: (i) carry voting rights 100 times of the Company’s common stock, (ii) carry no dividends, (iii) carry liquidation preference two times the sum available for distribution to common stock holders, (iv) automatically convert after at such time as the Company has filed a certificate of amendment with the State of Nevada to increase the authorized shares of common stock of the Company to a minimum of 500,000,000 into 100 shares of common stock, and (v) not be subject to reverse stock splits and other changes to the common stock capital of the Company. As discussed in Note 6, the Company has not issued the Preferred Shares. | |||
Common Stock | |||
Common Stock Issued for Employee Compensation and Services | |||
During the six months ended February 28, 2014, the Company issued a total of 600,000 shares of Common Stock to its officers as stipulated in the executive employment agreements with certain executive officers of the Company and was valued at the market price on the respective dates of issuance for $5,590. | |||
Common Stock Issued for Partial Repayment of Senior Secured Convertible Notes | |||
During the six months ended February 28, 2014, the Company issued a total of 14,421,000 shares of Common Stock at an average conversion price of $0.01 or $14,421 in the aggregate, as partial repayment of outstanding indebtedness, as discussed in Note 5 above. | |||
Project Collaboration and Profit Sharing Agreement | |||
On October 2, 2013 the Company entered into a Project Collaboration and Profit Sharing Agreement (“Collaboration Agreement”) with Kevin Mulhearn (“Mulhearn”). The purpose of the Collaboration Agreement was to provide the Company with finance, development and marketing services for the launch of its Shop4Equality marketing program. The Investor contributed $550,000, of which $450,000 was received during the year ended August 31, 2013 (See Notes 7 and 8) and $100,000 was received during the six months ended February 28, 2014. The Investor agreed to cancel $557,000 of the promissory notes with accrued interest owed by the Company. Additionally, the Company issued 500,000 shares of its common stock, at par value, as partial consideration for the Investor to enter into the Agreement. The Investor also acquired 5,100,000 shares of the Company’s common stock from a third party in a separate transaction as of the date of the agreement. | |||
The profit sharing arrangement related to the Shop4Equality project is as follows: | |||
1 | The Investor will receive 100% of the first $550,000 in losses, 45% of the first $500,000 in gains, 10% thereafter unless reduced pro-rata by the other Investor’s interests until November 15, 2013; | ||
2 | The Company will receive 0% of the first $550,000 in losses, 45% of the first $500,000 in gains, and 80% thereafter | ||
until November 15, 2013. | |||
3 | After November 15, 2013, 100% of the Shop4Equality gains or losses shall be the Company’s. | ||
4 | On January 30, 2014, the Company shall issue to the Investor shares valued as of January 15, 2014, at an amount equal to $1,000,000 less gains distributed to Investor. | ||
The obligations of the Company are guaranteed and secured by the assets of the Company including the name Shop4Equality and the related URL, all URLs owned by the Company, all software owned by the Company, all contracts between the Company and partner organizations, and all cash and receivables of the Company. | |||
During the six months ended February 28, 2014, the Company reclassified the $450,000 received as of August 31, 2013 from convertible and promissory notes to additional paid in capital (See Note 7 and Note 8). |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Feb. 28, 2014 | |
Commitments And Contingencies | ' |
Commitments and Contingencies | ' |
Note 12 - Commitments and Contingencies | |
On March 18, 2014, the Company filed a revised summons with notice with the Supreme Court of the State of New York, County of Rockland Index No.: 031291/2014 against Crisnic Fund, S.A. and Kexuan Yao. By filing the revised summons with notice, the Company is seeking declaratory judgment declaring the Escrow Agreement dated October 10, 2011 among Office Supply Line, Inc., Crisnic Fund, S.A., Red Rock Pictures Holdings, Inc. and Sichenzia Ross, Friedman, Ference, Anslow LLP null and void and declaring Section 5 of the promissory note dated October 11, 2011 by Office Supply Line, Inc. to Crisnic Fund S.A. null and void. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 13 – Subsequent Events | |
The Natural Way Agreement | |
On March 6, 2014, the Company entered into an agreement with Tony Tucci and Matthew Cohen (the “Agreement”) whereby they agreed to provide the Company with growing, marketing and development support services that it intends to provide to legal marijuana businesses that exist or develop in compliance with federal and state laws as they evolve. In addition, the Company agreed to develop a centralized grow facility in California to support marijuana growing needs of The Natural Way of LA (“Natural Way”). The term of the Agreement is for 12 months and Mr. Tucci and Cohen have agreed not to provide these consulting services to any other public Company for a two year term. The Company agreed to form a subsidiary to provide these consulting services and spin it off to shareholders. The Company agreed to issue each of Tony Tucci and Matthew Cohen 15,000,000 shares of the Company’s common stock in the to be formed subsidiary, half of which shares will be held in escrow for twelve months and released upon performance of the Agreement. | |
In addition, Natural Way agreed to participate in the Company’s Equality Rewards program for a minimum period of 12 months and to forego participation in any other reward program during that time period. | |
The Mulhearn Project Collaboration Agreement | |
On March 6, 2014, the Company entered into an Amendment to Project Collaboration and Profit Sharing Agreement with Kevin T. Mulhearn. On October 2, 2013 the Company entered into a Project Collaboration and Profit Sharing Agreement (“Collaboration Agreement”) with Kevin T. Mulhearn, resulting in the Company reclassifying the balance owed on a $200,000 unsecured convertible note issued to Mr. Mulhearn, to additional paid in capital. In addition, at that time the Company expensed the remaining debt discount balance of $133,333 to interest expense during the three months ended November 30, 2013. | |
The Amendment to the Collaboration Agreement resulted in the Company issuing a $700,000 convertible promissory note and warrants for an aggregate of 8,000,000 shares of common stock to Mr. Mulhearn. The convertible promissory note is payable in twelve months and permits the Company, at its sole discretion, to convert the balance due into shares of the Company’s common stock at market price at any time following which the thirty day weighted average share price is $0.50. Warrants to purchase 5,000,000 shares of common stock are exercisable when the Company’s share price reaches $0.25 and warrants to purchase 3,000,000 shares of common stock are exercisable when the Company’s share price reaches $0.50. All 8,000,000 warrants will be exercisable on a cashless basis and shall expire two years from the date of issuance. In addition, Mr. Mulhearn has an option to provide $200,000 worth of funding to the Company within twenty days from the date of the Amendment. | |
The Mulhearn Funding Agreement | |
On March 18, 2014, the Company entered into a Funding Agreement with Kevin T. Mulhearn whereby the Mr. Mulhearn agreed to invest $100,000 into the Company in exchange for a convertible promissory note with a maturity date twelve months from issuance. The Note is convertible, at the Company’s option, at market price, any time after the thirty day weighted average share price reaches $0.50. In addition, the Company agreed to issue warrants to purchase 833,333 shares of its common stock, which are exercisable without any additional consideration when the Company share price reaches $0.25 and warrants to purchase 500,000 shares of common stock are exercisable without any additional consideration when the Company share price reaches $0.50. In addition, on March 19, 2014, the Company agreed to issued Mr. Mulhearn 5,000,000 shares of restricted common stock as a result of the exercise of a warrant issued on March 5, 2014, which warrant provided that same was exercisable, with no further consideration, upon the share price reaching $0.25. | |
The Executive Agreements | |
On March 5, 2014, the Company entered into an Executive Agreement with Eric Kotch, Eli Feder, Bob Rothenberg and Steven Gormley. In exchange for all rights to past due employment compensation, equity, debt, and conversion rights, in the amounts of: (i) Steven Gormley - $56,436; (ii) Eli Feder - $580,000; (iii) Eric Kotch - $674,000; and (iv) Bob Rothenberg - $311,871; full indemnification protection from the Company and a release of any claims or liabilities through the date of the Executive Agreement, each of the executives agreed to the following: | |
a) to forgive the full balance currently owed as set forth above; | |
b) to terminate all employment agreements and rights thereunder effective on the date of the Executive Agreement; | |
c) that any employment or compensation agreements with any of the listed executives entered into within a date 18 months from the Executive Agreement, will require an approval by 75% of the board of directors; | |
d) the executives will enter into leakout agreements on a pro rata basis and to be determined terms; | |
e) each executive will be subject to a one year non-competition agreement beginning the later of the termination of such directors employment with the Company or resignation or removal from the board of directors; and | |
f) the directors will receive warrants, exercisable on a cashless basis, for the following amount of shares (i) Steven Gormley – 2,000,000; (ii) Eli Feder – 7,500,000; (iii) Eric Kotch – 15,000,000; and (iv) Bob Rothenberg – 10,500,000. Such warrants shall be exercisable at the earlier of six months from issuance or after any three consecutive days where the weighted average share price exceeds $0.50 and shall expire two years from the date of issuance. | |
The Peter Dene Convertible Promissory Note | |
On March 13, 2014 (the “Closing Date”), the Company completed the sale of a convertible promissory note (the “Dene Note”) in the principal amount of $100,000 with an interest rate of 3% per annum to Peter Dene in exchange for $50,000 cash consideration. The Dene Note matures on March 12, 2015 (the “Maturity Date”). As additional consideration, the Company agreed to issue Peter Dene warrants for the purchase of 200,000 shares of common stock which are exercisable without any additional consideration when the Company share price reaches $0.50. | |
The Dene Note may be prepaid in whole or in part, at any time. In addition, the Dene Note is convertible in the Company’s common stock, at Dene’s option, at market price determined by the previous five day weighted average price, at any time after which the twenty day weighted average stock price exceeds $0.50. | |
Issuance of Unregistered Shares of Common Stock | |
On April 1, 2014, the Company issued to Samuel Schonbrun 3,000,000 shares of its unregistered Common Stock, $0.001 par value per share, in exchange for consulting services valued at $3,000. | |
On April 3, 2014, the Company issued to Ben Kotch 4,500,000 shares of its unregistered Common Stock, $0.001 par value per share upon conversion of $5,535 principal amount of the Company’s convertible debt held by Mr. Kotch. | |
On April 3, 2014, the Company issued to Sam Kotch 4,600,000 shares of its unregistered Common Stock, $0.001 par value per share upon conversion of $5,658 principal amount of the Company’s convertible debt held by Mr. Kotch. | |
Issuance of Promissory Note | |
On April 11, 2014, the Company issued a short term Promissory Note to Kevin Mulhearn in the principal amount of $60,000. The Note bears interest at 12% per annum and is due on June 11, 2014. The Note may be pre-paid in whole or in part. | |
Robert Rothenberg Employment Agreement | |
On April 11, 2014 our board approved an employment agreement with Mr. Rothenberg to serve as our President and Chief Executive Officer for the period beginning April 11, 2014 through April 11, 2015. The term may be extended for up to two successive consecutive one year periods unless either party sends notification of non-renewal to the other party not more than 270 days and not less than 90 days before the end of the then existing term. Mr. Rothenberg’s employment agreement provides for, among other things, payment of a base salary of $300,000, an award of 20,000,000 shares of common stock upon execution of the agreement, an award of 100,000 shares of common stock each month during the term of the agreement, eligibility to receive an annual incentive bonus if approved by our board, and participation in certain health and welfare benefit plans. At any time during his employment, Mr. Rothenberg may convert any or all of the funds owed to him into common shares of the Company at a 70% discount to the average closing price for the previous five days of trading on the OTCQB. Mr. Rothenberg may engage in any business activity outside of the Company that is non-competitive with its business so long as such activity does not affect the performance of his duties under as the Company’s Chief Executive Officer. | |
Under the terms of the employment agreement, if Mr. Rothenberg’s employment is terminated as a result of his death, disability, by us without cause, occurrence of a “change of control” or upon a “constructive termination”, Mr. Rothenberg will be entitled to receive (in addition to salary and certain other benefits earned prior to termination) a single lump sum payment in an amount equal to two times the sum of his then-current annual base salary discounted by the U.S. Treasury rate most comparable to the applicable time left in the agreement or as and when normal payroll payments are made, the issuance of any undistributed shares issuable under the agreement and health and welfare benefits for a period of six months following such termination. | |
The agreement obligates Mr. Rothenberg not to compete against us, solicit our employees, disparage us, or disclose confidential information about us during the term of the agreement, if his employment is terminated regardless of the reason. | |
Steve Gormley Employment Agreement | |
On April 11, 2014 our board approved an employment agreement with Mr. Gormley to serve as our Chief Business Development Officer reporting to the Company’s Chief Executive Officer for the period beginning April 11, 2014 through April 11, 2015. The term may be extended for up to two successive consecutive one year periods unless either party sends notification of non-renewal to the other party not more than 270 days and not less than 90 days before the end of the then existing term. Mr. Gormley’s employment agreement provides for, among other things, payment of a base salary of $300,000, an award of 20,000,000 shares of common stock upon execution of the agreement, an award of 100,000 shares of common stock each month during the term of the agreement, eligibility to receive an annual incentive bonus if approved by our board, and participation in certain health and welfare benefit plans. At any time during his employment, Mr. Gormley may convert any or all of the funds owed to him into common shares of the Company at a 70% discount to the average closing price for the previous five days of trading on the OTCQB. Mr. Gormley may engage in any business activity outside of the Company that is non-competitive with its business so long as such activity does not affect the performance of his duties under as the Company’s Chief Executive Officer. | |
Under the terms of the employment agreement, if Mr. Gormley’s employment is terminated as a result of his death, disability, by us without cause, occurrence of a “change of control” or upon a “constructive termination”, Mr. Gormley will be entitled to receive (in addition to salary and certain other benefits earned prior to termination) a single lump sum payment in an amount equal to two times the sum of his then-current annual base salary discounted by the U.S. Treasury rate most comparable to the applicable time left in the agreement or as and when normal payroll payments are made, the issuance of any undistributed shares issuable under the agreement and health and welfare benefits for a period of six months following such termination. | |
The agreement obligates Mr. Gormley not to compete against us, solicit our employees, disparage us, or disclose confidential information about us during the term of the agreement, if his employment is terminated regardless of the reason. | |
Eli Feder Consulting Agreement | |
On April 11, 2014 our board approved a consulting agreement with Mr. Feder to provide food production, logistics, consulting and development services to the Company for its cannabis division for the period beginning April 10, 2014 through April 10, 2017. Mr. Feder’s consulting agreement provides for, among other things, payment of up to $5,000 per month based on the number of hours expensed each month by Mr. Feder and an award of 20,000,000 shares of common stock upon execution of the agreement. The consulting agreement obligates Mr. Feder not to disclose confidential information about us during the term of the agreement. | |
Debt Repayment | |
On April 14, 2014, the Company paid off a portion of its convertible debt in the principal amount of $11,307 plus accrued interest of $4,050.48 for a total payoff of $15,357.48. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | |||||||||||||||||
The carrying value of the Company’s cash, accounts payable and accrued liabilities, advances from stockholder, senior secured convertible debt, secured note payable and advances from related parties approximates fair value because of the short-term maturity of these instruments. | |||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of November 30, 2013 and August 31, 2013, respectively. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – November 30, 2013 | $ | – | $ | – | $ | 2,004,014 | $ | 2,004,014 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – August 31, 2013 | $ | – | $ | – | $ | 2,574,365 | $ | 2,574,365 | |||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of November 30, 2013 and August 31, 2013, respectively. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – November 30, 2013 | $ | – | $ | – | $ | 2,004,014 | $ | 2,004,014 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability – August 31, 2013 | $ | – | $ | – | $ | 2,574,365 | $ | 2,574,365 | |||||||||
Convertible_Notes_Tables
Convertible Notes (Tables) | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Convertible Notes Tables | ' | ||||||||
Schedule of Convertible Notes Payable | ' | ||||||||
Convertible notes payable consist of the following as of February 28, 2014 and August 31, 2013: | |||||||||
28-Feb-14 | 31-Aug-13 | ||||||||
Convertible notes payable, interest at 8% per annum (A) – related parties | $ | 47,590 | $ | 47,590 | |||||
Convertible notes payable, interest at 10% per annum (B) | 238,482 | 450,982 | |||||||
Convertible notes payable | 286,072 | 498,572 | |||||||
Less: note discount | - | (142,187 | ) | ||||||
Convertible notes payable, net of discount | $ | 286,072 | $ | 356,385 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 6 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
Derivative Liability [Abstract] | ' | ||||||||||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||||||||||
At the date of issuance and as of February 28, 2014 August 31, 2013, the derivative liabilities were valued using a probability weighted average Black-Scholes pricing model with the following assumptions: | |||||||||||||
At | At Date of | At | |||||||||||
28-Feb-14 | Issuance | 31-Aug-13 | |||||||||||
Conversion feature : | |||||||||||||
Risk-free interest rate | 0.01 – 0.11 | % | 0.25 | % | 0.02 - 0.09 | % | |||||||
Expected volatility | 176 – 416 | % | 215 | % | 45 – 661 | % | |||||||
Expected life (in years) | 0.01 - 0.5 | 1 | 0.01 – 0.48 | ||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Fair Value : | |||||||||||||
Conversion feature | $ | 4,024,101 | $ | 96,672 | $ | 2,574,365 | |||||||
Schedule of Derivative Instruments | ' | ||||||||||||
The following table summarizes the derivative liabilities included in the consolidated balance sheet: | |||||||||||||
Derivative liability | |||||||||||||
Derivative liabilities as of August 30, 2013 | $ | 2,574,365 | |||||||||||
Change in fair value of derivative liability | 1,589,287 | ||||||||||||
Settlement of derivative liability due to conversion of related notes | (139,551 | ) | |||||||||||
Derivative liabilities as of February 28, 2014 | $ | 4,024,101 |
Organization_Nature_of_Busines1
Organization, Nature of Business and Basis of Presentation (Details Narrative) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||
Feb. 28, 2014 | Dec. 12, 2013 | Nov. 14, 2013 | Aug. 31, 2013 | 31-May-13 | Dec. 04, 2012 | Dec. 04, 2012 | Feb. 28, 2014 | Feb. 28, 2014 | Jun. 06, 2008 | Oct. 10, 2011 | |
Minimum [Member] | Maximum [Member] | Reno Rolle [Member] | Todd Wiseman [Member] | Studio Store Direct Inc [Member] | Office Supply Line, Inc. [Member] | ||||||
Equity method investment, ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Restricted stock issued during period, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000 | ' |
Issued and outstanding shares exchanged under share exchange agreement for consideration of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 |
Number of common stock cancelled in exchange of cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,130 |
Common stock cancelled for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 |
Debt instrument face amount | 3,443,963 | 20,000 | 25,000 | ' | 100,000 | ' | ' | ' | ' | ' | 240,000 |
Cancellation of stock that not issued | ' | ' | ' | ' | ' | ' | ' | 144 | ' | ' | ' |
Number of shares due under employment agreement | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' |
Stock issued during period, additional shares to existing share holders | 1,068 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reveres merger cost expense | 649,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net liability assumed upon reverse merger | 408,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of share cancellation agreement | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par or stated value per share (in dollars per share) | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 450,000,000 | ' | ' | 450,000,000 | ' | 120,000,000 | 450,000,000 | ' | ' | ' | ' |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 6 Months Ended |
Feb. 28, 2014 | |
Minimum [Member] | ' |
Minimum burn rate per month incurred by company | $50,000 |
Maximum [Member] | ' |
Minimum burn rate per month incurred by company | $600,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Fair value of Derivative Liability | $4,024,101 | $2,574,365 |
Level 1 [Member] | ' | ' |
Fair value of Derivative Liability | ' | ' |
Level 2 [Member] | ' | ' |
Fair value of Derivative Liability | ' | ' |
Level 3 [Member] | ' | ' |
Fair value of Derivative Liability | $4,024,101 | $2,574,365 |
Advances_from_Related_Parties_
Advances from Related Parties (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | 18 Months Ended | 41 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' | ' |
Advance from related party | $12,600 | $12,600 | $24,500 | ' | ' | $12,485 |
Due to related parties, current | 76,160 | 76,160 | ' | 63,560 | 76,160 | 76,160 |
Non-interest bearing, unsecured debt from related party | 100,000 | 71,160 | ' | 450,000 | 550,000 | ' |
Percentage of convertible advances from related party debt | ' | 70.00% | ' | ' | ' | ' |
Fair value of the embedded conversion feature | ' | 3,443,963 | ' | ' | ' | ' |
Derivative, Loss on derivative | ' | $1,646,286 | ' | ' | ' | ' |
Senior_Secured_Convertible_Not1
Senior Secured Convertible Note (Details Narrative) (USD $) | 6 Months Ended | 41 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Dec. 12, 2013 | Nov. 14, 2013 | 31-May-13 | Oct. 03, 2013 | Sep. 30, 2013 | Sep. 23, 2013 | Sep. 10, 2013 | Aug. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Oct. 05, 2012 | Dec. 12, 2012 | Oct. 12, 2011 | |
Exchange LLC [Member] | Exchange LLC [Member] | Exchange LLC [Member] | Exchange LLC [Member] | Exchange LLC [Member] | Exchange LLC [Member] | Maximum [Member] | Minimum [Member] | Senior Secured Convertible Note [Member] | Senior Secured Convertible Note [Member] | Senior Secured Convertible Note [Member] | |||||||
Convertible debt | ' | ' | ' | ' | ' | ' | $14,421 | ' | ' | ' | ' | $19,950 | ' | ' | ' | ' | $100,000 |
Debt instrument revised maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5-Oct-13 | 5-Oct-12 |
Debt instrument, convertible, conversion price (in dollars per share) | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' |
Reduction in balance owed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101,000 | 35,000 | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | ' | ' | 5,000 | 10,000 | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' |
Exchange for convertible debt | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, value, conversion of convertible securities | 14,421 | ' | ' | ' | ' | ' | 14,421 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period shares conversion of convertible securities | 14,421,000 | ' | ' | ' | ' | ' | 14,421,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | 44,829 | ' | 66,529 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | 3,443,963 | ' | 3,443,963 | 20,000 | 25,000 | 100,000 | 284,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, gain on derivative | ' | ' | ' | ' | ' | ' | $367,591 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured_Promissory_Note_In_Def1
Secured Promissory Note, In Default (Details Narrative) (USD $) | 0 Months Ended | ||||||||
Jan. 03, 2012 | Dec. 27, 2011 | Nov. 08, 2011 | Feb. 28, 2014 | Dec. 12, 2013 | Nov. 14, 2013 | Aug. 31, 2013 | 31-May-13 | Oct. 10, 2011 | |
Office Supply Line, Inc. [Member] | |||||||||
Number of common stock cancelled in exchange of cash | ' | ' | ' | ' | ' | ' | ' | ' | 14,130 |
Common stock cancelled for cash | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 |
Debt instrument face amount | ' | ' | ' | 3,443,963 | 20,000 | 25,000 | ' | 100,000 | 240,000 |
Debt instrument, weekly principal payment | 15,000 | 25,000 | 50,000 | ' | ' | ' | ' | ' | ' |
Secured promissory note - in default | ' | ' | ' | $170,000 | ' | ' | $170,000 | ' | ' |
Number of escrow shares issued | ' | ' | ' | 650,001 | ' | ' | ' | ' | ' |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | 6 Months Ended | 41 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 4 Months Ended | |||||||||||||||||||
Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Dec. 12, 2013 | Nov. 14, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Oct. 02, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2013 | Aug. 31, 2012 | Mar. 21, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 21, 2012 | Feb. 28, 2014 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Apr. 26, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Jun. 21, 2013 | Feb. 28, 2014 | Oct. 02, 2013 | Sep. 21, 2012 | |
Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Asher Enterprises Inc [Member] | March Panache Notes [Member] | September Panache Notes [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Panache Capital Llc [Member] | Panache Capital Llc [Member] | Panache Capital Llc [Member] | Panache Capital Llc [Member] | Asher Enterprises Inc [Member] | Convertible Debt [Member] | March Panache Notes [Member] | March Panache Notes [Member] | March Panache Notes [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||
Minimum [Member] | Maximum [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Panache Capital Llc [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $3,443,963 | $3,443,963 | ' | $3,443,963 | $20,000 | $25,000 | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $135,500 | ' | $250,000 | ' | ' | $200,000 | ' | $139,551 | $30,000 |
Debt instrument, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | 10.00% | 10.00% | ' | 10.00% | ' | ' | 10.00% |
Interest rate on past due amount paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | 15.00% | ' | ' | ' | ' | ' | 15.00% |
Discount on average closing bid price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | 59.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes issued | 100,000 | ' | ' | 753,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | 113,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of embedded beneficial conversion feature of debentures | ' | 3,443,963 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 465,178 | 9,962 | 104,998 | 39,846 | 258,510 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,333 | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,510 | ' | ' | ' | ' | ' | ' | ' | 17,346 | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation discount upon issuance convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | 133,333 | ' | ' | ' | ' | ' | 22,500 | 113,000 | ' | ' | ' | ' | ' | ' | ' | ' | 8,437 | ' | 30,000 | ' | 200,000 | 133,333 | ' | ' |
Amortization of debt discount (premium) | 148,511 | ' | 252,624 | 522,098 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,437 | 92,275 | 34,338 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,444 | ' | 66,667 | ' | ' | ' |
Debt discount offset against balance of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,662 | ' | ' | ' | ' | ' | ' | ' | 89,911 | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, loss on derivative | ' | 1,646,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,231 | ' | 17,346 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for complete releases of all claims | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,070,793 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible, conversion price | $0.01 | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,910 | ' | ' | ' | 400,000 | ' | ' | ' |
Interest payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,769 | ' | ' | ' | ' | ' | ' | ' |
Loss on conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 886,875 | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | 66,667 | 100,000 | 47,590 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 238,482 | 250,565 | 212,739 | ' | 39,153 | ' | ' | ' | ' | ' | 200,000 | ' |
Derivative, gain on derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 464,754 | ' | 15,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,480 | ' | ' |
Debt instrument, unamortized discount | 0 | 0 | ' | 0 | ' | ' | 133,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 417 | 47,861 | ' | ' | ' | 417 | 47,861 | ' | ' | ' | ' |
Percentage of outstanding principal and interest on note redeemable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fee on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, conversion of convertible securities (in shares) | 14,421,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion feature | ' | $3,443,963 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $465,178 | $9,962 | $104,998 | $39,846 | $258,510 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $83,333 | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Schedule_of_
Convertible Notes - Schedule of Debt Instruments (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Panache Capital Llc [Member] | March Panache Notes [Member] | March Panache Notes [Member] | |||
Convertible notes payable | $286,072 | $498,572 | $47,590 | $47,590 | $238,482 | $450,982 | ' |
Less: note discount | 0 | -133,750 | ' | ' | ' | -417 | -47,861 |
Convertible notes payable, net of discount | $286,072 | $356,385 | ' | ' | ' | ' | ' |
Convertible_Notes_Schedule_of_1
Convertible Notes - Schedule of Debt Instruments (Details) (Parenthetical) | Dec. 12, 2013 | Nov. 14, 2013 | 31-May-13 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 |
Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Panache Capital Llc [Member] | March Panache Notes [Member] | ||||
Convertible notes payable, interest | 15.00% | 12.00% | 10.00% | 8.00% | 8.00% | 10.00% | 10.00% |
Promissory_Notes_Details_Narra
Promissory Notes (Details Narrative) (USD $) | 0 Months Ended | 6 Months Ended | ||||||||||||||||
Dec. 12, 2013 | Nov. 14, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | 31-May-13 | Oct. 02, 2013 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | 31-May-13 | 13-May-13 | Feb. 28, 2014 | Aug. 31, 2013 | 1-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Oct. 02, 2013 | Feb. 28, 2014 | |
Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | May Notes [Member] | May Notes [Member] | May Notes [Member] | Minimum [Member] | May Investor Note [Member] | May Investor Note [Member] | May Investor Note [Member] | Subsequent May Note [Member] | August 2013 Note [Member] | August 2013 Note [Member] | Unsecured Promissory Note One [Member] | ||||||
Kevin Mulhearn [Member] | ||||||||||||||||||
Unsecured promissory notes | $20,000 | $25,000 | $3,443,963 | ' | $100,000 | ' | ' | ' | ' | $40,000 | ' | ' | ' | $10,000 | ' | $150,000 | ' | $6,612 |
Debt instrument, interest rate, stated percentage | 15.00% | 12.00% | ' | ' | 10.00% | ' | ' | ' | ' | 12.00% | 15.00% | ' | ' | 12.00% | ' | 0.00% | ' | ' |
Promissory notes payable | ' | ' | ' | ' | ' | 100,000 | 66,667 | 40,000 | 40,000 | ' | ' | 10,000 | 10,000 | ' | 100,000 | 150,000 | ' | ' |
Discount on common stock percentage | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured promissory note to additional paid in capital | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 6,612 |
Common stock value issued to private investors | 40,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock issued for debt consideration, shares | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued, per share | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock issued for debt consideration | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock fair value | ' | ' | 610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | $0 | $133,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory_Notes_with_Related_1
Promissory Notes with Related Parties (Details Narrative) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||||||
Nov. 14, 2013 | Feb. 28, 2014 | Dec. 12, 2013 | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2014 | Aug. 31, 2013 | Aug. 08, 2011 | Feb. 28, 2014 | Aug. 31, 2013 | Apr. 15, 2013 | 13-May-13 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | 28-May-13 | 13-May-13 | |
Note One [Member] | Note One [Member] | Note One [Member] | Note Two [Member] | Note Two [Member] | Note Two [Member] | Note Three [Member] | Note Three [Member] | Note Three [Member] | Demand Note [Member] | Demand Note [Member] | Demand Note [Member] | Minimum [Member] | ||||||
Debt instrument, face amount | $25,000 | $3,443,963 | $20,000 | ' | $100,000 | ' | ' | $24,000 | ' | ' | $6,000 | $20,000 | ' | ' | ' | ' | $50,000 | ' |
Debt instrument, interest rate, stated percentage | 12.00% | ' | 15.00% | ' | 10.00% | ' | ' | 8.00% | ' | ' | 12.00% | 12.00% | ' | ' | ' | ' | 12.00% | 15.00% |
Notes payable | ' | ' | ' | ' | ' | 24,000 | 24,000 | ' | 6,000 | 6,000 | ' | ' | 17,143 | 11,429 | 50,000 | 50,000 | ' | ' |
Number of stock issued for debt consideration, shares | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' |
Common stock fair value | ' | 610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,571 | ' | ' | ' | ' | ' | ' |
Debt discount | ' | $0 | ' | $133,750 | ' | ' | ' | ' | ' | ' | ' | ' | $2,857 | $8,571 | ' | ' | ' | ' |
Debt accrued interest rate after the due date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.00% | ' |
Derivative_Liability_Details_N
Derivative Liability (Details Narrative) (USD $) | 6 Months Ended | ||
Feb. 28, 2014 | Aug. 31, 2013 | Jan. 01, 2009 | |
Derivative Liability [Abstract] | ' | ' | ' |
Derivative liability, fair value | $4,024,101 | $2,574,365 | $96,672 |
Derivative gain on derivative | $1,589,287 | ' | ' |
Derivative_Liability_Schedule_
Derivative Liability - Schedule of Derivative Liabilities at Fair Value (Details) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 01, 2009 | Feb. 28, 2014 | Aug. 31, 2013 | |
Risk-free interest rate | 0.25% | ' | ' |
Expected volatility | 215.00% | ' | ' |
Expected life (in years) | '1 year | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Conversion feature | $96,672 | $4,024,101 | $2,574,365 |
Minimum [Member] | ' | ' | ' |
Risk-free interest rate | ' | 0.01% | 0.02% |
Expected volatility | ' | 176.00% | 45.00% |
Expected life (in years) | ' | '4 days | '4 days |
Maximum [Member] | ' | ' | ' |
Risk-free interest rate | ' | 0.11% | 0.09% |
Expected volatility | ' | 416.00% | 661.00% |
Expected life (in years) | ' | '6 months | '5 months 23 days |
Derivative_Liability_Schedule_1
Derivative Liability - Schedule of Derivative Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 41 Months Ended | |||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Jan. 01, 2009 | |
Derivative Liability [Abstract] | ' | ' | ' | ' | ' | ' |
Derivative liabilities, beginning | ' | ' | $2,574,365 | ' | ' | $96,672 |
Change in fair value of derivative liability | 2,020,087 | -89,103 | 1,589,287 | -125,282 | 7,482,307 | ' |
Settlement of derivative liability due to conversion of related notes | ' | ' | -139,551 | ' | ' | ' |
Derivative liabilities, ending | $4,024,101 | ' | $4,024,101 | ' | $4,024,101 | $96,672 |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | |
Nov. 15, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | |
Preferred stock issued as security for promissory note | ' | 650,001 | 650,001 | ' | 650,001 |
Common stock issuable upon conversion of each share of convertible preferred stock | ' | 500,000,000 | ' | ' | ' |
Common stock shares authorized, minimum requested capital | ' | 100 | 100 | ' | 100 |
Common stock issued for services | ' | $600,000 | ' | ' | ' |
Common stock issued for services, shares | ' | 5,590 | ' | ' | ' |
Stock issued during period, shares, conversion of convertible securities | ' | 14,421,000 | ' | ' | ' |
Debt instrument, convertible, conversion price | ' | $0.01 | $0.01 | ' | $0.01 |
Stock issued during period, value, conversion of convertible securities | ' | 14,421 | ' | ' | ' |
Investor contribution | ' | 100,000 | 71,160 | 450,000 | 550,000 |
Cancellation of debt | ' | 557,000 | ' | ' | ' |
Number of stock issued during period for partial consideration | ' | 500,000 | ' | ' | ' |
Number of shares acquired by investor | ' | 5,100,000 | 5,100,000 | ' | 5,100,000 |
Interest of equity description | ' | ' | ' | ' | ' |
After November 15, 2013, 100% of the Shop4Equality gains or losses shall be the Company’s. | On January 30, 2014, the Company shall issue to the Investor shares valued as of January 15, 2014, at an amount equal to $1,000,000 less gains distributed to Investor. | ||||
Gain (Loss) on Sale of Equity Investments | ' | 1 | ' | ' | ' |
Proceeds From Additional Convertible Debt | ' | $450,000 | ' | ' | ' |
Parent Company [Member] | ' | ' | ' | ' | ' |
Interest of equity description | ' | ' | ' | ' | ' |
The Company will receive 0% of the first $550,000 in losses, 45% of the first $500,000 in gains, and 80% thereafter | |||||
until November 15, 2013. | |||||
Investor [Member] | ' | ' | ' | ' | ' |
Interest of equity description | ' | ' | ' | ' | ' |
The Investor will receive 100% of the first $550,000 in losses, 45% of the first $500,000 in gains, 10% thereafter unless reduced pro-rata by the other Investor’s interests until November 15, 2013; |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 6 Months Ended | 41 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Dec. 12, 2013 | Nov. 14, 2013 | Aug. 31, 2013 | 31-May-13 | Mar. 18, 2014 | Apr. 14, 2014 | Apr. 11, 2014 | Mar. 31, 2014 | Apr. 03, 2014 | Apr. 03, 2014 | Mar. 13, 2014 | Mar. 13, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Nov. 30, 2013 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 18, 2014 | Mar. 18, 2014 | Mar. 18, 2014 | Mar. 19, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Apr. 11, 2014 | Apr. 11, 2014 | Apr. 11, 2014 | |
The Mulhearn Funding Agreement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
Convertible Promissory Note [Member] | Kevin Mulhearn [Member] | Samuel Schonbrun [Member] | Ben Kotch [Member] | Sam Kotch [Member] | The Peter Dene Convertible Promissory Note [Member] | The Peter Dene Convertible Promissory Note [Member] | The Natural Way Agreement [Member] | Mulhearn Project Collaboration Agreement [Member] | Mulhearn Project Collaboration Agreement [Member] | Mulhearn Project Collaboration Agreement [Member] | Mulhearn Project Collaboration Agreement [Member] | Mulhearn Project Collaboration Agreement [Member] | The Mulhearn Funding Agreement [Member] | The Mulhearn Funding Agreement [Member] | The Mulhearn Funding Agreement [Member] | The Mulhearn Funding Agreement [Member] | The Executive Agreements [Member] | The Executive Agreements [Member] | The Executive Agreements [Member] | The Executive Agreements [Member] | Eric Kotch [Member] | Robert Rothenberg Employment Agreement [Member] | Steve Gormley Employment Agreement [Member] | Eli Feder Consulting Agreement [Member] | |||||||||
Kevin Mulhearn [Member] | Share price reaches $0.50 [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Unsecured Convertible Notes Payable [Member] | Unsecured Convertible Notes Payable [Member] | Convertible Promissory Note and Warrants [Member] | Kevin Mulhearn [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Share price reaches $0.25 [Member] | Steven Gormley [Member] | Eli Feder [Member] | Bob Rothenberg [Member] | The Executive Agreements [Member] | |||||||||||||||||||
Share price reaches $0.25 [Member] | Share price reaches $0.50 [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | Kevin Mulhearn [Member] | ||||||||||||||||||||||||||||
Share price reaches $0.25 [Member] | Share price reaches $0.50 [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||
Issuance of common stock | 152,207,316 | ' | 152,207,316 | ' | ' | 136,936,316 | ' | ' | ' | ' | 3,000,000 | 4,500,000 | 4,600,000 | ' | ' | 15,000,000 | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note | $286,072 | ' | $286,072 | ' | ' | $356,385 | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | $200,000 | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining debt discount balance to interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 133,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average share price | $0.01 | ' | $0.01 | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | $0.50 | ' | $0.25 | $0.50 | ' | ' | $0.50 | ' | $0.25 | $0.50 | $0.25 | $0.50 | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase shares of common stock exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 5,000,000 | 3,000,000 | ' | ' | 8,000,000 | ' | 833,333 | 500,000 | 5,000,000 | ' | 2,000,000 | 7,500,000 | 10,500,000 | 15,000,000 | ' | ' | ' |
Warrants expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
Funding to company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment from Kevin T. Mulhearn in exchange for convertible promissory note | 100,000 | ' | 753,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Past due employment compensation, equity, debt, and conversion rights, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,436 | 580,000 | 311,871 | 674,000 | ' | ' | ' |
Board of directors, approval percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' |
Notes, interest rate | ' | ' | ' | 15.00% | 12.00% | ' | 10.00% | ' | ' | 12.00% | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11-Jun-14 | ' | ' | ' | 12-Mar-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, par value | $0.00 | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,535 | 5,658 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short term Promissory Note | 101,612 | ' | 101,612 | ' | ' | 300,000 | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 5,000 |
Common stock shares issued upon execution of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock shares issued each month during term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' |
Conversion of stock discount percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 70.00% | ' |
Repayments of convertible debt | 12,500 | ' | 37,500 | ' | ' | ' | ' | ' | 11,307 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | 4,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt payoff | ' | ' | ' | ' | ' | ' | ' | ' | $15,357 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |