Convertible Notes | 3 Months Ended |
Nov. 30, 2014 |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 8 – Convertible Notes |
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Convertible notes consisted of the following as of November 30, 2014 and August 31, 2014: |
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| | | | | Successor | | | Predecessor | |
| | | | | 30-Nov-14 | | | 31-Aug-14 | |
Convertible notes - Panache | | | (A) | | | $ | 45,806 | | | $ | - | |
Convertible notes - Adar Bays | | | (B) | | | | 100,125 | | | | - | |
Convertible notes - LG Capital Fund | | | (C) | | | | 45,000 | | | | - | |
Convertible notes - Union Capital | | | (D) | | | | 104,219 | | | | - | |
Convertible notes - Typenex Co. | | | (E) | | | | 203,750 | | | | - | |
Convertible notes - JSJ Investments | | | (F) | | | | 100,000 | | | | - | |
Less: note discounts | | | | | | | (290,537 | ) | | | - | |
Convertible notes, net of discounts | | | | | | | 308,363 | | | | - | |
Less: current portion | | | | | | | - | | | | - | |
Convertible notes, net of discounts - non-current | | | | | | $ | 308,363 | | | $ | - | |
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(A) Panache Capital, LLC |
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The Panache Notes were issued during the period from March 5, 2012 to April 26, 2012. The Panache Notes bear interest at 15%. The Panache Notes are convertible at the option of the holder, in their entirety or in part, into common stock of the Company. The conversion price is 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. |
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The Panache Notes include 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 Panache Notes 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. |
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For the period from October 21, 2014 to November 30, 2014, the Company paid $16,667 and issued a total of 9,004,119 shares of Common Stock at an average conversion price of $0.006 or $57,745 in partial settlement of the Panache Notes. As of November 30, 2014, the total remaining balance outstanding to Panache under the Panache Notes was $45,806, net of a discount of zero. |
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The Company determined the fair value of the embedded conversion feature for the Panache Notes as of November 30, 2014 to be $100,139. The Company recorded a loss on derivatives of $191,530 for the period from October 21, 2014 to November 30, 2014 as a result of the change in fair value of the derivative liability. As a result of the repayment of a portion of the Panache Notes, a corresponding portion of the derivative liability of $38,170 was written off to gain on settlement of debt. Upon conversion of the note, under ASC 815-15 - “Derivatives and Hedging”, the fair value of the conversion feature on the conversion date of $259,992 was reclassified from liabilities to equity. |
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(B) - Adar Bays, LLC |
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On May 12, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matures on May 13, 2015. |
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At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. |
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Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Adar Bays Note to be $113, 077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952. The Company recorded a gain on derivatives of $21,563 for the period from October 21, 2014 to November 30, 2014 as a result of the change in fair value of the derivative liability. |
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For the period from October 21, 2014 to November 30, 2014, the Company issued a total of 284,900 shares of common stock at an average conversion price of $0.0175 or $5,000 in partial settlement of the note. During the period from October 21, 2014 to November 30, 2014 the Company amortized $5,391 of debt discount to interest expense. As of November 30, 2014, the total remaining balance outstanding was $0, net of discount of $50,125. |
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On June 16, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 15, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. As of November 30, 2014, the total remaining balance outstanding was $50,000. |
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(C) – LG Capital Fund |
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On May 12, 2014, the Company issued an unsecured convertible promissory note to LG Capital Fund (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matures on May 13, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. |
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Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the LG Note to be $113, 077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952. The Company recorded a gain on derivatives of $40,049 for the period from October 21, 2014 to November 30, 2014 as a result of the change in fair value of the derivative liability. |
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For the period from October 21, 2014 to November 30, 2014, the Company issued a total of 601,074 shares of common stock at an average conversion price of $0.0176 or $10,125 in partial settlement of the note. |
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During the period from October 21, 2014 to November 30, 2014 the Company amortized $10,619 of debt discount to interest expense. As of November 30, 2014, the total remaining balance outstanding was $0, net of discount of $45,000. |
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(D) – Union Capital |
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On June 16, 2014 the Company issued an unsecured convertible promissory note to Union Capital (an accredited investor) in the principal amount of $55,219. The note bears interest at 8% per annum. The note matures on June 16, 2015. |
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At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. As of November 30, 2014, the total remaining balance outstanding was $54,219. |
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On June 16, 2014, the Company issued a second unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. As of November 30, 2014, the total remaining balance outstanding was $50,000. |
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(E) – Typenex Co. |
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On July 1, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (“Typenex”) for the sale and issuance of a secured convertible promissory note in the principal amount of $535,000 (the “Typenex Note”) and warrants to purchase shares of the Company’s common stock for an aggregate of $267,503 (the “Typenex Warrants”). The Typenex Note matures on September 30, 2015 and carried an Original Issue Discount (“OID”) of $30,000. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in seven (7) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $137,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (“Tranche #1”), which was funded by way of a $125,000 initial cash payment to the Company on July 1, 2014, $7,500 of OID and $5,000 in transaction costs, and (ii) six (6) additional Tranches by way of a promissory note issued by Typenex in favor of the Company (each, an “Investor Note”) in the amount of $66,250, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Company’s common stock shall be the lesser of (i) the Lender Conversion Price of $.07, and (ii) 70% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.01, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 70% to 65%). |
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The Company granted Typenex a security interest in those certain Tranches or “Investor Notes” issued by Typenex in favor of the Company on July 1, 2014, in the initial principal amounts of $62,500 each, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Investor Notes bear interest at the rate of 8% per annum and mature on September 30, 2015 (15 months after the date they are issued). The Company granted a security interest in the general assets of the Company to Typenex. |
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In connection with the Typenex Note, the Company entered into a membership interest pledge agreement with Typenex (“Typenex Membership Interest Pledge Agreement”) whereby Typenex pledged its 40% membership interest in Typenex Medical, LLC to the Company to secure Typenex’s performance of its obligations under two promissory notes, issued to the Company by Typenex, each in the principal amount of $62,500. |
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Under and concurrently with the securities purchase agreement with Typenex, the Company also issued to Typenex warrants to purchase, in the aggregate, a number of shares equal to $267,503 divided by the by the Market Price as defined in the Typenex Note. The Typenex Warrants may also be exercised by cashless exercise. |
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Neither the Typenex Note nor warrants are exercisable, however, if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and its affiliates, would result in the holder beneficially owning more than 4.99% of our outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days’ notice to us. |
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The conversion price under the Typenex Note and the exercise price of the Typenex Warrants is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price and exercise price is subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the conversion or exercise price then in effect, or issue options, warrants or other securities convertible or exchange for shares of our common stock at a conversion or exercise price less than the conversion price under the Typenex Notes or exercise price of the Typenex Warrants then in effect. If any of these events should occur, the conversion or exercise price is reduced to the lowest price at which the Company’s common stock was issued or is exercisable. |
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In conjunction with the funding of Tranche #1 and #2 of the Typenex Note, the Company issued warrants to Typenex and recorded an initial discount on the note in the same amount. During the period from October 21, 2014 to November 30, 2014 the Company amortized $9,555 of this debt discount to interest expense. |
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Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the warrants and convertible feature of the note should be classified as derivative liabilities with a corresponding amount recorded as a debt discount. The Company determined the fair value of the warrants and embedded conversion feature for the Typenex Note as of November 30, 2014 to be $100,313 and $389,364, respectively. The Company recorded a loss on derivatives of $134,038 for the period from October 21, 2014 to November 30, 2014 as a result of the change in fair value of the derivative liabilities. |
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During the period from October 21, 2014 to November 30, 2014 the Company amortized $8,298 of this debt discount to interest expense. In addition, $674 and $450 of the OID discount and closing costs discount, respectively has been amortized to interest expense for the year ended August 31, 2014. |
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As of November 30, 2014, the total remaining Typenex Note balance outstanding was $60,207net of debt discounts of $143,543. |
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(F) – JSJ Investments |
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On September 3, 2014, the Company issued an unsecured convertible promissory note to an accredited investor in the principal amount of $100,000. The note bears interest at 12% per annum. The note matures on March 1, 2015. At any time or times from the issuance date of the note and until the maturity dates, the note holder 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 45% discount to the lowest daily trading prices for the ten previous trading days to the date of conversion. |
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Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the fair value of the embedded conversion feature for the Note as of November 30, 2014 to be $172,436. The Company recorded a loss on derivatives of $37,247 for the period from October 21, 2014 to November 30, 2014 as a result of the change in fair value of the derivative liability. |
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During the period from October 21, 2014 to November 30, 2014 the Company amortized $22,447 of this debt discount to interest expense. |
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As of November 30, 2014, the total remaining Note balance outstanding was $50,179 net of debt discount of $49,821. |