Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 15, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | OSL HOLDINGS INC. | |
Entity Central Index Key | 1,329,957 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,027,146,354 | |
Trading Symbol | OSLH | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current Liabilities: | ||
Convertible notes, net of $2,461,926 discounts | $ 637,277 | |
Derivative liabilities | 5,794,515 | $ 1,349,994 |
Stockholders' Equity (Deficit): | ||
Retained earnings (accumulated deficit) | 170,000 | |
Successor [Member] | ||
Current Assets: | ||
Cash | 84,317 | |
Accounts receivable, net of allowance for bad debts of $200,000 | 279,566 | |
Inventory | 431,391 | |
Prepaid expenses and other current assets | 16,090 | |
Total current assets | 811,364 | |
Property and equipment, net | 22,261 | |
Goodwill | 594,322 | |
Indefinite-lived intangible - trade name | 100,000 | |
Deposits | 36,725 | |
Total assets | 1,564,672 | |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,659,564 | |
Accrued officers' compensation | 583,454 | |
Advances from related parties | 10,560 | |
Secured promissory note in default | 170,000 | |
Promissory notes with related parties | 100,000 | |
Convertible notes, net of $2,461,926 discounts | 637,277 | |
Promissory notes, net of $0 discounts | 177,000 | |
Derivative liabilities | 5,794,515 | |
Common shares payable | 760,220 | |
Total current liabilities | 9,892,590 | |
Total liabilities | $ 9,892,590 | |
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor | ||
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor | $ 646,895 | |
Additional paid-in capital | 20,602,430 | |
Retained earnings (accumulated deficit) | (29,577,243) | |
Total stockholders' equity (deficit) | (8,327,918) | |
Total liabilities and stockholders' equity (deficit) | $ 1,564,672 | |
Predecessor [Member] | ||
Current Assets: | ||
Cash | $ 121,061 | |
Accounts receivable, net of allowance for bad debts of $200,000 | ||
Inventory | $ 676,031 | |
Prepaid expenses and other current assets | 2,478 | |
Total current assets | 799,570 | |
Property and equipment, net | $ 15,991 | |
Goodwill | ||
Indefinite-lived intangible - trade name | ||
Deposits | ||
Total assets | $ 815,561 | |
Current Liabilities: | ||
Accounts payable and accrued expenses | $ 97,574 | |
Accrued officers' compensation | ||
Advances from related parties | ||
Secured promissory note in default | ||
Promissory notes with related parties | ||
Convertible notes, net of $2,461,926 discounts | ||
Promissory notes, net of $0 discounts | ||
Derivative liabilities | ||
Common shares payable | ||
Total current liabilities | $ 97,574 | |
Total liabilities | $ 97,574 | |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor | ||
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor | $ 1,500 | |
Additional paid-in capital | ||
Retained earnings (accumulated deficit) | $ 716,487 | |
Total stockholders' equity (deficit) | 717,987 | |
Total liabilities and stockholders' equity (deficit) | $ 815,561 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Successor [Member] | ||
Accounts receivable, net of allowance for bad debts | $ 200,000 | |
Convertible notes, net discount | 2,461,926 | |
Promissory notes, net discount | $ 0 | |
Series A preferred stock, par value | $ .0001 | |
Series A preferred stock, shares authorized | 1,000,000 | |
Series A preferred stock, shares issued | 6 | |
Series A preferred stock, shares outstanding | 6 | |
Common stock, par value | $ .001 | |
Common stock, shares authorized | 649,000,000 | |
Common stock, shares issued | 647,390,306 | |
Common stock, shares outstanding | 647,390,306 | |
Predecessor [Member] | ||
Accounts receivable, net of allowance for bad debts | ||
Convertible notes, net discount | ||
Promissory notes, net discount | ||
Series A preferred stock, par value | ||
Series A preferred stock, shares authorized | ||
Series A preferred stock, shares issued | ||
Series A preferred stock, shares outstanding | ||
Common stock, par value | ||
Common stock, shares authorized | ||
Common stock, shares issued | 1,500 | |
Common stock, shares outstanding | 1,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 20, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Successor [Member] | |||||
Merchandise sales | $ 806,357 | $ 2,285,940 | |||
Management fee income | 75,000 | 377,500 | |||
Total revenues | 881,357 | 2,663,440 | |||
Cost of merchandise sold | 654,756 | 2,065,858 | |||
Gross profit | 226,601 | 597,582 | |||
General and administrative expenses | 1,063,164 | 3,660,391 | |||
Acquisition costs | (90,181) | 334,845 | |||
Gain on disposal of assets | (4,718) | ||||
Total operating expenses | 972,983 | 3,990,518 | |||
Operating income (loss) | (746,382) | (3,392,936) | |||
Change in value of derivative liability | (1,003,220) | (2,916,979) | |||
Gain on settlement of derivative liability | 38,170 | ||||
Loss on re-establishment of debt | (170,000) | (170,000) | |||
Other income | 25,000 | ||||
Other expense | (8,333) | ||||
Loss on extinguishment of debt | (454,846) | (454,846) | |||
Interest expense | (743,895) | (1,343,636) | |||
Other expense, net | (2,380,294) | (4,822,291) | |||
Net income (loss) | $ (3,126,676) | $ (8,215,227) | |||
Net income (loss) per common share: | |||||
Net income (loss) per common share - basic and diluted | $ (0.01) | $ (0.02) | |||
Weighted average common shares outstanding - basic and diluted | 610,813,887 | 478,889,890 | |||
Predecessor [Member] | |||||
Merchandise sales | $ 506,668 | $ 779,257 | $ 1,871,643 | ||
Management fee income | |||||
Total revenues | $ 506,668 | $ 779,257 | $ 1,871,643 | ||
Cost of merchandise sold | 374,485 | 604,522 | 1,431,946 | ||
Gross profit | 132,183 | 174,735 | 439,697 | ||
General and administrative expenses | $ 56,195 | $ 75,327 | $ 354,893 | ||
Acquisition costs | |||||
Gain on disposal of assets | |||||
Total operating expenses | $ 56,195 | $ 75,327 | $ 354,893 | ||
Operating income (loss) | $ 75,988 | $ 99,408 | $ 84,804 | ||
Change in value of derivative liability | |||||
Gain on settlement of derivative liability | |||||
Loss on re-establishment of debt | |||||
Other income | |||||
Other expense | |||||
Loss on extinguishment of debt | |||||
Interest expense | |||||
Other expense, net | |||||
Net income (loss) | $ 75,988 | $ 99,408 | $ 84,804 | ||
Net income (loss) per common share: | |||||
Net income (loss) per common share - basic and diluted | $ 50.66 | $ 66.27 | $ 56.54 | ||
Weighted average common shares outstanding - basic and diluted | 1,500 | 1,500 | 1,500 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 20, 2014 | May. 31, 2015 | May. 31, 2014 | |
Successor [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | $ (8,215,227) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Employee stock compensation | 1,352,974 | ||
Stock issued for acquisition expenses | 223,500 | ||
Stock issued for services | 38,791 | ||
Loss on re-establishment of debt | 170,000 | ||
Loss on extinguishment of debt | 454,846 | ||
Gain on settlement of derivative liability | (38,170) | ||
Change in fair value of derivative liabilities | 2,916,979 | ||
Bad debt expense | 200,000 | ||
Depreciation | 1,839 | ||
Amortization of note discounts | 1,006,656 | ||
Amortization of deferred financing fees | 70,005 | ||
Gain on disposal of assets | (4,718) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (292,566) | ||
Inventory | 440,048 | ||
Prepaid expenses and other current assets | (38,541) | ||
Accounts payable and accrued expenses | 482,349 | ||
Accrued compensation - officers | 353,697 | ||
Net cash provided by (used in) operating activities | (877,538) | ||
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (1,408,033) | ||
Proceeds from the disposal of property and equipment | 45,000 | ||
Purchases of property and equipment | (4,900) | ||
Net cash used in investing activities | (1,367,933) | ||
Cash flows from financing activities: | |||
Advances from (to) related parties, net | (2,540) | ||
Cash received on issuances of convertible notes | 2,197,500 | ||
Cash received from promissory notes - related parties | 20,000 | ||
Repayment of convertible notes | (16,667) | ||
Repayments of promissory notes | (78,000) | ||
Repayment of promissory notes - related party | (27,500) | ||
Cash received on issuances of common stock | $ 307,000 | ||
Distributions to shareholders | |||
Cash paid to obtain financing | $ (70,005) | ||
Net cash provided by (used in) financing activities | 2,329,788 | ||
Net increase in cash and cash equivalents | $ 84,317 | ||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period | $ 84,317 | ||
Cash paid for: | |||
Interest | $ 90,976 | ||
Income taxes | |||
Non cash financing activities | |||
Common shares issued upon conversion of convertible debt and accrued interest | $ 617,904 | ||
Common shares cancelled upon conversion of equity to convertible debt | (120,000) | ||
Reclassification of derivative liabilites to additional paid-in capital | 1,520,273 | ||
Debt discounts originated from derivative liabilities | 4,872,250 | ||
Reclassification of common stock to common stock issuable | 23,000 | ||
Notes payable converted into convertible debt due to an event of default | 1,900,000 | ||
Accrued interest converted into convertible debt due to an event of default | 97,013 | ||
Predecessor [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | $ 75,988 | $ 84,804 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Employee stock compensation | |||
Stock issued for acquisition expenses | |||
Stock issued for services | |||
Loss on re-establishment of debt | |||
Loss on extinguishment of debt | |||
Gain on settlement of derivative liability | |||
Change in fair value of derivative liabilities | |||
Bad debt expense | |||
Depreciation | $ 77 | $ 263 | |
Amortization of note discounts | |||
Amortization of deferred financing fees | |||
Gain on disposal of assets | |||
Changes in operating assets and liabilities: | |||
Accounts receivable | |||
Inventory | $ 22,452 | $ (93,370) | |
Prepaid expenses and other current assets | 1,671 | (3,881) | |
Accounts payable and accrued expenses | $ 76,830 | $ 19,859 | |
Accrued compensation - officers | |||
Net cash provided by (used in) operating activities | $ 177,018 | $ 7,675 | |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | |||
Proceeds from the disposal of property and equipment | |||
Purchases of property and equipment | $ (4,300) | ||
Net cash used in investing activities | $ (4,300) | ||
Cash flows from financing activities: | |||
Advances from (to) related parties, net | |||
Cash received on issuances of convertible notes | |||
Cash received from promissory notes - related parties | |||
Repayment of convertible notes | |||
Repayments of promissory notes | |||
Repayment of promissory notes - related party | |||
Cash received on issuances of common stock | |||
Distributions to shareholders | $ (80,000) | ||
Cash paid to obtain financing | |||
Net cash provided by (used in) financing activities | $ (80,000) | ||
Net increase in cash and cash equivalents | 97,018 | $ 3,375 | |
Cash and cash equivalents at beginning of period | 121,061 | $ 218,079 | 125,033 |
Cash and cash equivalents at end of period | $ 218,079 | $ 128,408 | |
Cash paid for: | |||
Interest | |||
Income taxes | |||
Non cash financing activities | |||
Common shares issued upon conversion of convertible debt and accrued interest | |||
Common shares cancelled upon conversion of equity to convertible debt | |||
Reclassification of derivative liabilites to additional paid-in capital | |||
Debt discounts originated from derivative liabilities | |||
Reclassification of common stock to common stock issuable | |||
Notes payable converted into convertible debt due to an event of default | |||
Accrued interest converted into convertible debt due to an event of default |
Organization, Nature of Busines
Organization, Nature of Business and Basis of Presentation | 9 Months Ended |
May. 31, 2015 | |
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 or OSLH) was originally 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., a company incorporated in the State of Nevada on September 16, 2010, whereby Office Supply Line, Inc. exchanged all of its issued and outstanding shares in exchange for 50,000 shares of the Companys 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 Office Supply Line, Inc., pursuant to which Crisnic cancelled 14,130 shares of the Company in exchange for $10,000 cash and a Secured Promissory Note of Office Supply Line, Inc. in the principal amount of $240,000 (the Crisnic Note). For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition. See Note 7. 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 of Rolle (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 Office Supply Line, Inc.; and the assumption of certain indebtedness of the Company by Red Rock Direct. On October 17, 2011, the Company changed its name to OSL Holdings Inc. On October 20, 2014, the Company acquired Go Green Hydroponics Inc. (GGH) for $1,800,000 subject to certain post-closing adjustments based on a target working capital amount. Also on that date the Company closed on a debt financing transaction in the amount of $1,900,000, the proceeds of which were used to fund the GGH acquisition and for the Companys working capital purposes. See Note 2 and Note 9. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with Securities and Exchange Commission (SEC) regulations for interim financial reporting. In the opinion of management, these condensed consolidated financial statements contain all adjustments of a normal and recurring nature necessary to provide a fair statement of the financial position, results of operations and cash flows for the periods presented. Results for interim periods should not be considered indicative of results for a full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Companys Annual Report on Form 10-K for the year ended August 31, 2014. The Condensed Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained. As a result of the Companys push-down of its investment basis in GGH arising from the transaction described in Note 2 below, a new basis of accounting was created on October 20, 2014. In these condensed consolidated financial statements, the results of operations and cash flows of GGH for the periods ended on or prior to October 20, 2014 and the financial position of GGH as of balance sheet dates on or prior to October 20, 2014 are referred to herein as Predecessor financial information, and the results of operations and cash flows of OSLH/GGH for periods beginning on October 21, 2014 and the financial position of OSLH/GGH as of October 21, 2014 and subsequent balance sheet dates are referred to herein as Successor consolidated financial information. |
OSLH_GGH Transaction
OSLH/GGH Transaction | 9 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
OSLH/GGH Transaction | Note 2 OSLH/GGH Transaction On October 20, 2014, the Company purchased all of the outstanding common stock of Go Green Hydroponics Inc. (GGH, Go Green, or Predecessor) for a gross amount of $1,800,000, before a working capital adjustment, pursuant to which GGH became the predecessor to the Company. In conjunction with the GGH acquisition, the Company entered into a debt financing arrangement for $1,900,000. For additional information, see Note 9. Direct transaction costs associated with the GGH acquisition were $253,495. These costs included $223,500 in common stock issued to TCA Global Credit Master Fund, LP in exchange for advisory services related to the acquisition, and various professional fees and other related costs. These acquisition costs have been expensed as incurred and classified within operating expenses. These transaction costs were substantially all incurred at the time of the acquisition. In addition, during the three months ended May 31, 2015, we recorded a reduction to acquisition costs of $90,181 and for the period from October 21, 2014 to May 31, 2015, we recorded additional acquisition costs of $81,350 due to a make-whole provision in the TCA advisory services fee agreement. See Note 9. The GGH transaction has been accounted for using the acquisition method of accounting, whereby the total purchase price was allocated to the identifiable net assets acquired based on their respective estimated fair values, and the excess of the purchase price over the estimated fair values of these identifiable net assets was allocated to goodwill. This allocation is preliminary and subject to adjustment based on final assessment of the fair values of the identifiable assets and liabilities acquired. The preliminary estimated fair value of assets and liabilities that were pushed down to GGH was determined by management. The items with the highest likelihood of changing upon finalization of the valuation process are one trade name and goodwill. The adjustments, if any, arising out of the completion of the purchase price allocation will not impact cash flows. A summary of the preliminary purchase price and opening balance sheet pushed down to GGH as of the October 20, 2014 acquisition date is presented in the tables below: Gross purchase price $ 1,800,000 Net working capital adjustment (173,889 ) Net purchase price $ 1,626,111 Assets acquired and liabilities assumed were as follows: Cash $ 218,078 Inventory (a) 871,439 Other current assets 2,624 Property and equipment 15,914 Indefinite-lived intangible asset - trade name (b) 100,000 Goodwill (c) 594,322 Accounts payable and accrued expenses (125,012 ) Other current liabilities (51,254 ) Net assets acquired $ 1,626,111 (a) The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date. (b) This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arms-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on managements forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing sales growth. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name. (c) The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGHs new technologies in the hydroponics industry. The Company will review its goodwill and indefinite-lived intangible assets for impairment annually, or sooner, if events or circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amounts of goodwill and the Go Green trade name exceed their fair value, an impairment charge would be recognized in an amount equal to that excess. Since the Company did not make the Internal Revenue Code Section 338(g) election in connection with the taxable stock acquisition of GGH as the tax cost to the Company exceeded the present value of tax savings from such an election, the Company does not receive a stepped-up tax basis in either the acquired net assets to fair value or GGHs common stock but, rather, a carryover basis. Accordingly, the goodwill and intangible assets that were recognized for accounting purposes arising from the acquisition are not deductible for income tax purposes. |
Going Concern
Going Concern | 9 Months Ended |
May. 31, 2015 | |
Going Concern | |
Going Concern | Note 3 Going Concern The Companys condensed 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, and has working capital and stockholders deficits. These circumstances raise substantial doubt as to its ability to continue as a going concern. The Company has $84,317 of cash on hand and therefore must rely on additional financing to fund ongoing operations. Over the next twelve months, the Company expects a burn rate of at least $95,000 per month and will need to raise additional capital by the end of the year 2016 to remain in business. We can give no assurance that our efforts to raise additional capital in the future will be successful. The Companys existence is dependent upon managements ability to develop profitable operations and resolve its liquidity problems. The condensed 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, to execute its business plan. Such additional financing may not become available on acceptable terms, or at all. We can give no assurance that any additional financing that the Company does obtain will be sufficient to meet our 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 Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include the accounts of OSL Holdings Inc. and its wholly-owned subsidiaries, Go Green Hydroponics Inc., Office Supply line, Inc. OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples include estimates and assumptions used in valuing derivative liabilities and the fair value of stock compensation. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Nine-month period Successor Predecessor Successor Predecessor Three months Three months Period from Period from Nine months Ended Ended October 21, 2014 September 1, 2014 Ended May 31, 2015 May 31, 2014 to May 31, 2015 to October 20, 2014 May 31, 2014 Bad debt expense $ 200,000 $ - $ 200,000 $ - $ - Inventory Inventories are stated at the lower of cost or market with the cost principally determined using an average cost method. Provisions for potentially obsolete or slow-moving inventory are made based on managements analysis of inventory levels, historical usage, and market conditions. Inventories consist primarily of finished goods. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred. Depreciation is calculated on a straight-line basis using an estimated useful life of the assets of 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. In that event, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group. Goodwill and Intangible Assets Goodwill reflects the excess of the acquisition cost of GGH over the fair value of tangible and identifiable intangible assets as determined upon the acquisition date. The Company recorded $594,322 of goodwill as a result of the acquisition. The goodwill is non-deductible for tax purposes. Identifiable intangible assets consist of GGHs trade name. The trade name is an indefinite-lived intangible asset and consequently is not amortized. The Companys annual impairment reviews for goodwill and indefinite-lived intangible assets are performed as of the first day of its fourth quarter. The Company also performs interim reviews when the Company determines that a triggering event has occurred that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized (if any). The Step 1 calculation used to identify potential impairment compares the calculated fair value for the Companys single reporting unit to its book value, including goodwill, on the measurement date. If the fair value of the reporting unit is less than its book value, then a Step 2 calculation is performed to measure the amount of the impairment loss (if any) for the reporting unit. The Step 2 calculation compares the implied fair value of the goodwill to the book value of goodwill. The implied fair value of goodwill is equal to the excess of the fair value of the reporting unit above the fair value of identified assets and liabilities. If the book value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the book value of goodwill). Deferred Financing Costs Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis over the contractual life of the related debt. These costs were fully amortized as of May 31, 2015. Revenue Recognition Revenue is recognized from merchandise sales at the time the customer takes possession of the merchandise and collectability is reasonably assured. Provisions for discounts and rebates to customers, and returns and other adjustments, are provided in the same period that the related sales are recorded. Management fees are recognized when earned based upon the contractual terms of the management agreements. Other Income Other income consists of rental revenue from the leasing of property and equipment. The lease ended in January 2015. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with ASC 820 - Fair Value Measurements and Disclosures 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 entitys own assumptions on what unobservable inputs the market participants would use in pricing the asset or liability based on the best available information. The carrying value of the Companys cash, accounts receivable, accounts payable and accrued liabilities, advances from related parties, promissory notes with related parties, convertible notes and promissory notes, approximates fair value because of the short-term maturity of these instruments. The following table presents financial liabilities of the Company measured and recorded at fair value on the Companys balance sheets on a recurring basis and their level within the fair value hierarchy as of May 31, 2015 and August 31, 2014, respectively. Level 1 Level 2 Level 3 Fair value of derivative liabilities - May 31, 2015 - Successor $ - $ - $ 5,794,515 Fair value of derivative liabilities - August 31, 2014 - Predecessor $ - $ - $ _ Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260 - Earnings per Share Stock-Based Compensation The Company periodically issues stock grants, stock options and warrants to officers, directors, employees and consultants for services rendered. Options vest and expire according to terms established at the grant date. The Company accounts for share-based payments to officers, directors, and employees by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Companys financial statements over the vesting period of the awards. The Company accounts for share-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black Scholes Merton option pricing model, assuming maximum value, to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows. |
Property and Equipment
Property and Equipment | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 Property and Equipment Property and equipment consisted of the following: Successor Predecessor May 31, 2015 August 31, 2014 Furniture and fixtures $ 9,200 $ 4,300 Machinery and equipment 19,043 15,919 Transportation equipment 21,950 21,950 Leasehold improvements 13,700 13,700 63,893 55,869 Less: accumulated depreciation and amortization (41,632 ) (39,878 ) Property and equipment, net $ 22,261 $ 15,991 |
Accrued Officers' Compensation
Accrued Officers' Compensation | 9 Months Ended |
May. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Accrued Officers' Compensation | Note 6 Accrued Officers Compensation As of May 31, 2015 and August 31, 2014, the Company had accrued compensation for its officers in amounts of $583,454 and $0, respectively. Under the terms of their employment agreements that were executed during the year ended August 31, 2014, the balance is convertible into common stock at a 70% discount of the average trading price 5 days prior to conversion. Under ASC 815-15 - Derivatives and Hedging The following table presents the loss on derivatives that resulted from the change in fair value of the conversion features of the accrued officers compensation: Nine-month Period Successor Predecessor Successor Predecessor Three months Three months Period from Period from Nine months Ended Ended October 21, 2014 September 1, 2014 Ended May 31, 2015 May 31, 2014 to May 31, 2015 to October 20, 2014 May 31, 2014 Loss on derivatives $ 7,606 $ - $ 1,076,063 $ - $ - |
Secured Promissory Note in Defa
Secured Promissory Note in Default | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Secured Promissory Note in Default | Note 7 Secured Promissory Note In Default In connection with preparing its financial statements for the three months ended May 31, 2015, the Company determined that in fiscal year 2014, it had, in error, written off the secured promissory in default which resulted in an understatement of its liabilities. During the year ended August 31, 2014, the Company understated its liabilities and accumulated deficit by $170,000. The Company corrected this error by re-establishing the liability and recording a loss on re-establishment of debt of $170,000 during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Companys financial statements for the affected periods. As part of the Share Exchange discussed in Note 1, the Company entered into the Share Cancellation Agreement with Crisnic and Office Supply Line, Inc. 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, Office Supply Line, Inc. 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. The Company has made intermittent payments and the balance due as of May 31, 2015 and August 31, 2014 was $170,000 which is currently due and payable. Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012. 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. In 2012, the Company discovered that the Preferred Shares were not authorized in the Companys Articles of Incorporation (the Articles) and were never issued. The Company had been informed by Crisnic and by the Companys previous counsel that the Preferred Shares had been authorized, issued and held in escrow. 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 persons claim against Crisnic. 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 against Crisnic Fund, S.A. and Kexuan Yao. The revised summons with notice sought a 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. Crisnic Fund, S.A. and Kexuan Yao failed to respond to the summons within the statutorily prescribed time period and the Company then moved the Court, pursuant to an Order to Show Cause, for the relief requested in the revised summons with notice. Crisnic Fund, S.A. and Kexuan Yao were duly served with the Order to Show Cause but again failed to respond within the time established by the Court. In July 2014, the Company received a judgment in its favor whereby the Escrow Agreement dated October 10, 2011, was declared null and void relieving the Companys obligation to issue into escrow 650,001 shares of Series A Preferred Stock. |
Advances from Related Parties
Advances from Related Parties | 9 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Advances from Related Parties | Note 8 Advances from Related Parties The Company periodically receives funding from related parties to help fund its cash operating needs. The balance outstanding as of May 31, 2015 and August 31, 2014 was $10,560 and $0, respectively. The loans are non-convertible, non-interest bearing, unsecured and due on demand. For the period from October 21, 2014 to May 31, 2015, the period from September 1, 2014 to October 20, 2014, and nine months ended May 31, 2014, the Company repaid $2,540, $0, and $0, respectively, of net advances from related parties. |
Convertible Notes
Convertible Notes | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 9 Convertible Notes Convertible notes consisted of the following: Successor Predecessor May 31, 2015 August 31, 2014 Convertible notes - Typenex Co. (E) $ 124,622 $ - Convertible notes - JSJ Investments (F) 48,831 - Convertible notes - EMA Financial (H) 125,000 - Convertible notes - Old Main Capital (I) 256,250 - Convertible notes - TCA (J) 2,544,500 - Less: note discounts (2,461,926 ) - Convertible notes, net of discounts 637,277 - Less: current portion (637,277 ) - Convertible notes, net of discounts - non-current $ - $ - (A) Panache Capital, LLC 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 Companys common stock during the ten trading days immediately preceding a conversion date. 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 Entitys Own Stock The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 120,217 $ - $ 120,217 Conversions 51,986,137 $ 0.002 (103,550 ) - (103,550 ) Repayments (16,667 ) - (16,667 ) Balance - May 31, 2015 $ - $ - $ - The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 206,771 Change in the fair value of derivative liabilities 182,480 Reclassification to APIC due to conversion of related notes (351,081 ) Gain on settlement of derivative liabilitiy due to repayment of related notes (38,170 ) Derivative liabilities as of May 31, 2015 - Successor $ - (B) Adar Bays, LLC 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 matured on May 13, 2015. The note became convertible 180 days from the issuance date. The conversion price was 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. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 4,013,559 $ 0.014 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 31,864 Reclassification to APIC due to conversion of related notes (86,989 ) Derivative liabilities as of May 31, 2015 - Successor $ - 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. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 17,258,513 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 49,798 Reclassification to APIC due to conversion of related notes (99,798 ) Derivative liabilities as of May 31, 2015 - Successor $ - (C) LG Capital Fund 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 matured 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. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 10,407,194 $ 0.005 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 59,544 Reclassification to APIC due to conversion of related notes (114,669 ) Derivative liabilities as of May 31, 2015 - Successor $ - (D) Union Capital 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 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. Under ASC 815-15 - Derivatives and Hedging In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company overstated its convertible debt and understated its additional paid-in capital by $54,219. The Company corrected this error during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Companys financial statements for the affected periods. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 54,219 $ - $ 54,219 Reclassification to APIC (54,219 ) - (54,219 ) Balance - May 31, 2015 $ - $ - $ - 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. Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the Share Reserve). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an Initial Tranche Request). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live or repriced conversion notice for the $1,000 priced using the conversion formula set forth above (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the live or repriced conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there were no shares remaining in the Share Reserve. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 15,696,678 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 31,163 Reclassification to APIC due to conversion of related notes (81,163 ) Derivative liabilities as of May 31, 2015 - Successor $ - On February 17, 2015, the Company issued a third 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. From the date of issuance until the maturity date, 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. The Company received net proceeds from the note of $47,500 after the payment of $2,500 in legal fees. These legal fees were recorded as a debt discount. Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the Share Reserve). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an Initial Tranche Request). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live or repriced conversion notice for the $1,000 priced using the conversion formula set forth above, and (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the live or repriced conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there are no shares remaining in the share reserve. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ - $ - $ - Borrowed 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 56,303,322 $ 0.001 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 47,500 Change in the fair value of derivative liabilities 206,266 Reclassification to APIC due to conversion of related notes (253,766 ) Derivative liabilities as of May 31, 2015 - Successor $ - (E) Typenex Co. 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 Companys 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 Typenexs 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 Companys 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%). On the date that is twenty trading days (a True-Up Date) from each date the Company delivers installment conversion shares to Typenex, there shall be a true-up where OSLH shall deliver to Typenex additional shares (True-Up Shares) if the conversion price as of the True-Up Date is less than the conversion price used in the applicable initial Tranche conversion. 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. 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 Typenexs performance of its obligations under two promissory notes, issued to the Company by Typenex, each in the principal amount of $62,500. 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 Market Price as defined in the Typenex Note. The Typenex Warrants may also be exercised by cashless exercise. 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. The conversion price under the Typenex Note and the exercise price of the Typenex Warrants are 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 Companys common stock was issued or is exercisable. 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. The following table presents the activity related to the notes: Shares Issued for Conversions Average Conversion Price Principal Debt Discounts Principal, Net of Discounts Balance - October 21, 2014 $ 203,750 $ (162,520 ) $ 41,230 Conversions 51,832,997 $ 0.002 (79,128 ) - (79,128 ) Amortization - 113,528 113,528 Balance - May 31, 2015 $ 124,622 $ (48,992 ) $ 75,630 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the warrants and conversion feature derivative liabilities: Conversion Warrants Feature Total Derivative liabilities as of October 21, 2014 - Successor $ 100,313 $ 255,326 $ 355,639 Change in the fair value of derivative liabilities - 255,291 255,291 Reclassification to APIC due to conversion of related notes - (321,602 ) (321,602 ) Derivative liabilities as of May 31, 2015 - Successor $ 100,313 $ 189,015 $ 289,328 (F) JSJ Investments 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 matured 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. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 100,000 $ (72,268 ) $ 27,732 Conversions 61,651,357 $ 0.001 (51,169 ) - (51,169 ) Amortization - 72,268 72,268 Balance - May 31, 2015 $ 48,831 $ - $ 48,831 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 135,190 Change in the fair value of derivative liabilities 65,573 Reclassification to APIC due to conversion of related notes (121,523 ) Derivative liabilities as of May 31, 2015 - Successor $ 79,240 (G) Mulhearn Assigned Note In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company understated its convertible debt and overstated its additional paid-in capital by $50,000. The Company corrected this error during the three months ended February 28, 2015 rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Companys financial statements for the affected periods. On June 21, 2013, the Company issued an unsecured convertible promissory note to Kevin Mulhearn (Mulhearn Note) in the principal amount of $200,000, bearing 10% interest per annum. The note was due on December 21, 2013. The note was convertible, in its entirety or in part, into common stock of the Company. The conversion price was the average of the three trading days prior to conversion. On July 18, 2014, $50,000 of the note was assigned to Knightsbridge Law Co Ltd (Knightsbridge). On December 2, 2014, Knightsbridge assigned the note to Craig Fischer. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Reclassification from APIC 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 6,000,000 $ 0.008 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 39,681 Reclassification to APIC due to conversion of related notes (89,681 ) Derivative liabilities as of May 31, 2015 - Successor $ - (H) EMA Financial In December 2014, the Company had entered into a Securities Purchase Agreement with EMA Financial, LLC (EMA). Pursuant to the terms of the agreement, EMA had the right to convert certain shares that it purchased into a $125,000 promissory note. EMA elected to do so and an aggregate of 19,000,000 shares of common stock were cancelled. On March 16, 2015, the Company issued a 12% convertible promissory note (the Note) to EMA. The Note becomes due on June 30, 2015. The Note is convertible (in whole or in part) at EMAs discretion at any time into shares of the Companys common stock, at a conversion price equal to the lesser of: (i) $0.0075 per share; or (ii) 70% of the lowest trading price of the Companys common stock for the 20 days preceding the date of the conversion of the Note. Upon conversion an original issue of discount of $5,000 was recorded. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Conversions 125,000 - 125,000 Discounts originated - (125,000 ) (125,000 ) Amortization - 50,545 50,545 Balance - May 31, 2015 $ 125,000 $ (74,455 ) $ 50,545 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Discounts originated 120,000 Change in the fair value of derivative liabilities 101,428 Derivative liabilities as of May 31, 2015 - Successor $ 221,428 (I) Old Main Capital On May 15, 2015, the Company completed the closing of a private placement financing transaction with an accredited investor, pursuant to a securities purchase agreement. Under the terms of the purchase agreement, the investor purchased an aggregate of $256,250 in principal amount of two 10% convertible notes (collectively the Notes) with substantially identical terms. The Notes were issued by the Company to the investor in two tranches on May 15, 2015 and May 22, 2015, in the amount of $153,750 and $102,500, respectively. The Notes have an aggregate original issue discount of $6,250, such that the Company received aggregate proceeds of $250,000 upon issuance of the Notes. The Notes mature 12 months after their issuance. Each Note is convertible into shares of the Companys common stock any time after four months from the date of issuance of each respective Note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Companys common stock during the prior fifteen trading days. In the event of default of a Note, the Company may be required to convert all or part of the respective Note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Companys common stock during the prior twenty trading days. As of May 15, 2015 the notes are not convertible. Under the terms of the securities purchase agreement, the investor has a right of first refusal, exercisable for four business days after notice to the investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Borrowings 256,250 - 256,250 Discounts originated - (6,250 ) (6,250 ) Amortization - 226 226 Balance - May 31, 2015 $ 256,250 $ (6,024 ) $ 250,226 (J) TCA Debenture On October 20, 2014 (the TCA Effective Date), we borrowed an initial $1,900,000 from TCA Global Credit Master Fund, LP (TCA) and issued a senior secured convertible redeemable debenture to TCA in the original principal amount of $1,900,000 (the TCA Debenture) pursuant to the terms of a securities purchase agreement we entered into with TCA (the TCA SPA). We agreed to borrow up to maximum of $5,000,000 in one or more closings at TCAs sole discretion (each a Funding) under the TCA SPA. Our subsidiaries, Office Supply Line, Inc., OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Go Green Hydroponics Inc. (GGH) (collectively the Subsidiary Guarantors) signed the TCA SPA as joint and several guarantors. We issued $223,500 worth of our unregistered shares of common stock to TCA upon the TCA Effective Date, in exchange for advisory services previously provided to us, with the price per share valued at the lowest volume weighted average price for our common stock for the 5 business days immediately prior to the TCA Effective Date (the TCA Initial Shares). We agreed to issue additional shares of our unregistered common stock to TCA in the event that TCA does not realize $223,500 of net proceeds from the sale of the TCA Initial Shares. The amount of additional shares issued would only be the amount required for TCA to meet the $223,500 threshold upon their sale. If after twelve months, TCA has not realized net proceeds totaling $223,500 from the sale of the TCA Initial Shares, and the additional shares if applicable, then we agreed to redeem TCAs remaining shares upon written notice for an amount sufficient for TCA to reach the $223,500 threshold. Further, we agreed to pay a 2% transaction fee to TCA for each Funding, which will be subtracted from the principal amount of each respective Funding, as well as a one-time due diligence fee of $8,000 and legal fees of $15,000 to TCA. These fees were recorded as deferred financing fees in the amount of $70,005. The TCA SPA also contains additional covenants, representations, conditions precedent, and other provisions that are customary of securities purchase agreements. We used $1,800,000 from the proceeds of the TCA Debenture to finance our purchase of GGH. The TCA Debenture bears interest at the rate of 11% per annum, has a maturity date of October 20, 2015 (TCA Maturity Date), and was funded by TCA in cash on October 20, 2014. We may redeem the TCA Debenture at any time prior to the TCA Maturity Date, by giving written notice to TCA three business days beforehand, and by paying the entire outstanding amount plus related fees on the third business day. We agreed to make monthly payments of principal, interest, and a redemption premium in the amount of $11,400, subject to a 5% late charge if we do not pay within the 5 day grace period of each monthly payment. The interest rate under the TCA Debenture will increase to 18% per annum, and TCA may accelerate full repayment of the TCA Debenture upon the occurrence of an event of default. An event of default includes, but is not limited to: (i) our failure to pay any amount due under the TCA Debenture, (ii) an assignment by us for the benefit of our creditors, (iii) any court order appointing a receiver, liquidator, or trustee for us (subject to a 30 day cure period), (iv) any court order adjudicating us insolvent (subject to a 30 day cure period), (v) our filing of a bankruptcy petition, (vi) the filing of a bankruptcy petition against us (subject to a 30 day cure period), (vii) we admit we cannot pay our debts, or (vii) we breach the TCA Debenture or TCA SPA (each a TCA Event of Default). The TCA Debenture is convertible by TCA into shares of our common stock at any time while the TCA Debenture is outstanding, if agreed upon by us and TCA, or in TCAs sole discretion upon a TCA Event of Default. If a TCA Event of Default occurs, TCA may convert the TCA Debenture at the conversion price for each share of 85% multiplied by the lowest volume weighted average price for our common stock during the 5 trading days prior to the relevant notice of conversion (TCA Conversion Price). The TCA Conversion Price is subject to adjustment upon certain events, including but not limited to stock splits, dividends, the sale of all or substantially all of our assets, reclassification of our common stock, and our effectuation of a merger or consolidation. TCA does not have the right to convert the TCA Debenture into our common stock if such conversion would result in TCAs beneficial ownership exceeding 4.99% of our outstanding common stock at that time. During the time that the TCA Debenture is outstanding, we have agreed to reserve the total number of shares of our common stock that would be issuable if the entire TCA Debenture was converted at that time. The TCA Debenture also contains waiver, notice, and assignment provisions that are customary of convertible debentures. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are guaranteed by the Subsidiary Guarantors pursuant to separately signed guaranty agreements (the TCA Guaranty Agreements). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of guaranty agreements. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are secured by a security interest in all of the Subsidiary Guarantors assets, whether now existing or hereafter acquired, pursuant to separately signed security agreements (the TCA Security Agreements). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of security agreements. The Company, as well as Robert Rothenberg (Rothenberg), our Chief Executive Officer and Director, |
Promissory Notes
Promissory Notes | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Note 10 Promissory Notes May 31, 2015 August 31, 2014 Promissory Promissory Notes Notes Promissory Note Net of Promissory Note Net of Notes Discounts Discounts Notes Discounts Discounts December 12, 2013 Note $ 5,000 $ - $ 5,000 $ - $ - $ - March 13, 2014 Note 100,000 - 100,000 - - - May 1, 2014 Note 15,000 - 15,000 - - - Mulhearn Note 57,000 - 57,000 - - - Total promissory notes 177,000 - 177,000 - - - Less: current portion (177,000 ) - (177,000 ) - - - Promissory notes, non-current $ - $ - $ - $ - $ - $ - May 1, 2013 Note On May 1, 2013, the Company issued an unsecured promissory note in the principal amount of $10,000 to a private investor. The note was due on demand, bore interest at 12% per annum where interest accrued and was payable in cash upon demand. During the period from October 21, 2014 to May 31, 2015 the Company repaid the outstanding balance in full. As of May 31, 2015 the total remaining balance outstanding under the note was $0. December 12, 2013 Note On December 12, 2013, the Company issued an unsecured promissory note to a private investor. The note was due and payable on January 12, 2014. The past due principal of this note bears interest at the rate of 15% per annum. March 13, 2014 Note On March 13, 2014, the Company issued an unsecured promissory note in the principal amount of $100,000 with an interest rate of 3% per annum to a private investor in exchange for $50,000 cash. The difference between the note amount and the cash received, or $50,000, was recorded as a debt discount that was amortized to interest expense over the term of the note. The promissory note matured on March 12, 2015. The past due principal of this note bears interest at the rate of 12% per annum. On June 26, 2015, the Company approved the assignment of the note. See Note 17. As additional consideration, the Company issued warrants to purchase of 200,000 shares of common stock without any additional consideration. The warrants are exercisable when the Company share price reaches $0.50. Under ASC 815-15 Derivatives and Hedging The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 2,000 Change in the fair value of derivative liability (140 ) Derivative liability as of May 31, 2015 - Successor $ 1,860 During the period from October 21, 2014 to May 31, 2015, the Company amortized $38,576 of the debt discounts to interest expense. May 1, 2014 Note On May 1, 2014, the Company issued an unsecured promissory note in the principal amount of $15,000 in exchange for $10,000 in cash consideration. The promissory note bore no interest and was due on August 1, 2014. All past due principal on this note bears interest at 12% per annum. The difference between the cash received and note amount, or $5,000, was recorded as a debt discount and was amortized to interest expense over the term of the note. As additional consideration, the Company issued warrants to purchase of 160,000 shares of common stock without any additional consideration. Under ASC 815-15 Derivatives and Hedging The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 1,600 Change in the fair value of derivative liability (112 ) Derivative liability as of May 31, 2015 - Successor $ 1,488 Mulhearn Note On July 10, 2014, the Company issued an unsecured promissory note to Kevin Mulhean (the Mulhearn Note) in the principal amount of $339,612. The note accrued no interest per annum and was due and payable on January 31, 2019. Payments made prior to September 1, 2014 were to be applied to the outstanding balance by the payment amount multiplied by 2. Any payments made between September 1, 2014 and December 31, 2014 would be applied to the outstanding balance by the payment amount multiplied by 1.75. Any payments made between January 1, 2015 and March 31, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.5. Any payments made between April 1, 2015 and June 30, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.25; and any payments made after June 30, 2015 were to be applied to the outstanding balance without a multiplier. On June 26, 2105, the Company approved partial assignment of the note to an accredited investor. See Note 17. As consideration for the Mulhearn Note, the Company issued warrants for the purchase of 9,333,333 shares of common stock exercisable without any additional consideration. As of May 31, 2015, 4,333,333 of those warrants remain outstanding. Under ASC 815-15 Derivatives and Hedging The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 43,333 Change in the fair value of derivative liability (3,033 ) Derivative liability as of May 31, 2015 - Successor $ 40,300 On September 15, 2014, the Company entered into an agreement with Kevin Mulhearn, under which Mr. Mulhearn agreed to reduce the amount then due under the Mulhearn Note to $125,000. During the period from October 21, 2014 to May 31, 2015, the Company repaid $68,000 principal of the Mulhearn Note. |
Promissory Notes with Related P
Promissory Notes with Related Parties | 9 Months Ended |
May. 31, 2015 | |
Promissory Notes With Related Parties | |
Promissory Notes with Related Parties | Note 11 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 May 31, 2015, the total remaining balance outstanding was $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 May 31, 2015, the total remaining balance outstanding was $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 non-usurious 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 are 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. As of May 31, 2015, the total remaining balance outstanding under the promissory note was $20,000. 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 accrues 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 Companys 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 May 31, 2015, the total remaining balance outstanding under the Demand Note was $50,000. During the period from October 21, 2014 to May 31, 2015, the Company received proceeds of $20,000 and made repayments of $27,500 to a related party. As of May 31, 2015, the total remaining balance outstanding due to this related party was $0. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
May. 31, 2015 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | Note 12 Derivative Liabilities In connection with the sale of debt or equity instruments, the Company may issue options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entitys 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 features of certain of the Companys convertible notes do not have a fixed settlement provision because conversion of the notes will be adjusted if the Company issues securities at lower prices in the future. The Company included the reset provisions in order to protect the holders of the notes from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion features of notes were separated from the host contract and recognized as a derivative instrument. The Companys derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using a probability weighted average Black-Scholes pricing model, assuming maximum value. Maximum value was computed using the stock price on the date of the transaction and at each balance sheet date. The following table summarizes the aggregate derivative liabilities included in the consolidated balance sheet: Derivative liabilities as of October 21, 2014 - Successor $ 1,349,994 Debt discounts originated during the period 4,872,250 Gain on extinguishment of debt (1,786,265 ) Reclassification to APIC due to conversion of related notes (1,520,273 ) Change in the fair value of derivative liabilities 2,916,979 Gain on settlement of derivative liability due to repayment of note (38,170 ) Derivative liabilities as of May 31, 2015 - Successor $ 5,794,515 The change in the fair value of derivative liabilities in the table above includes a $3,915 gain on derivative liabilities related to outstanding warrants. |
Capital Stock
Capital Stock | 9 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Capital Stock | Note 13 Capital Stock Series A Preferred Stock On February 13, 2015 the Company filed a Certificate of Designation (the Designation) of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of Nevada for the purpose of amending the Companys Certificate of Incorporation to establish the preferences, limitations, powers and relative rights of the Companys Series A Preferred Stock (the Series A Preferred). The Designation became effective upon filing with the Secretary of State of Nevada on February 13, 2015. The Company issued each of its three directors two shares of the Series A Preferred. The Series A Preferred Stock has a stated value of $0.0001 per share and does not have a liquidation preference such that holders of shares of Series A Preferred Stock shall not be entitled to receive any assets of the Company upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock is not convertible into common stock and is not eligible for dividends. Holders of shares of Series A Preferred Stock are entitled to vote with holders of the Companys common stock, such that holders of shares of Series A Preferred Stock shall have the number of votes on all matters submitted to shareholders of the Company that is equal to such number of votes per share of Series A Preferred Stock that, when added to the votes per share of all other shares of Series A Preferred Stock, shall equal 50.1% of the outstanding voting capital (inclusive of the votes of holders of the Companys common stock) at the time of the vote or written consent of shareholders. The Company recorded stock-based compensation expense of $531,259 and a corresponding increase to additional paid-in capital as a result of the issuance of the Series A Preferred Stock. The fair value of the preferred shares was determined based upon the quoted market price of the Companys common stock multiplied by the number of outstanding common shares on February 13, 2015, the date of the issuance of the preferred stock. Because the rights of the preferred stock conveys to its owners a controlling interest in the Company but does not convey any claims to the residual assets of the Company, the preferred stock was assigned a value equal to a 15% control premium over and above the market value of the Companys common stock. On June 1, 2015 the Company also amended the Companys Certificate of Incorporation to increase its number of authorized common shares from 649,000,000 to 1,947,000,000. There were no equity transactions related to the Predecessor Company during any Predecessor period presented. Common Stock - Successor The following table presents a summary of common stock activity for the period: October 21, 2014 to May 31, 2015 # Shares Amount Employee compensation 30,950,000 $ 844,715 Reclassification for unissued shares to employees (400,000 ) (23,000 ) Services from outside parties 5,844,685 38,791 Acquisition advisory services 15,284,916 223,500 Issuances for cash 29,098,715 307,000 Cancellation of shares for equity to debt conversion (19,000,000 ) (120,000 ) Conversions of debt and accrued interest 275,149,757 648,467 Totals 336,928,073 $ 1,919,473 Common Shares Issued for Employee Compensation During the period from October 21, 2014 to May 31, 2015, the Company issued to current officers of the Company, pursuant to their employment agreements, a total of 30,150,000 shares of its restricted common stock valued at $843,195 in the aggregate. During the period from October 21, 2014 to May 31, 2015, the Company reclassified $23,000 from equity to common shares payable for 400,000 shares that were earned but not issued to the officers. During the period from October 21, 2014 to May 31, 2015, the Company issued to employees of the Company a total of 800,000 shares of its restricted common stock valued at $1,520 in the aggregate. Common Shares Issued for Services from Outside Parties During the period from October 21, 2014 to May 31, 2015, per terms of consulting agreements the Company issued to a certain unaffiliated parties a total of 5,844,685 shares of its restricted common stock valued at $38,791 in the aggregate. On October 22, 2014, the Company issued to TCA Global Credit Master Fund LP a total of 15,284,916 shares of its restricted common stock valued at $223,500 in exchange for advisory services. See Note 9. Common Shares Issued for Cash During the period from October 21, 2014 to May 31, 2015, the Company issued to certain unaffiliated parties a total of 29,098,715 shares of its restricted common stock valued at $307,000 in the aggregate. Common Shares Cancelled upon Conversion to Debt During the period from October 21, 2014 to May 31, 2015, the Company cancelled 19,000,000 shares of restricted common stock in exchange for a convertible note payable to EMA Financial. See Note 9. Common Shares Issued upon Conversion of Convertible Notes and Accrued Interest During the period from October 21, 2014 to May 31, 2015, the Company issued 275,149,757 shares of its restricted common stock upon conversion of $544,097 of convertible debt principal and $73,807 of accrued interest. Common Shares Payable Common shares payable represents contractual obligations incurred by the Company to issue common shares. The liability represents shares that have been earned but not yet issued either in certificate, electronic or book entry form. Successor Successor May 31, 2015 August 31, 2014 # Shares Amount # Shares Amount Common shares due to employees 23,900,000 $ 725,450 - $ - Common shares due to debt holders 2,500,000 25,000 - - Common shares due to consultants 450,000 9,770 - - 26,850,000 $ 760,220 - $ - During the second quarter of 2015, the Company reclassified 400,000 shares of common stock in the amount of $23,000 from additional paid-in capital to common shares payable. |
Stock Warrants and Options
Stock Warrants and Options | 9 Months Ended |
May. 31, 2015 | |
Stock Warrants And Options | |
Stock Warrants and Options | Note 14 Stock Warrants and Options There were no warrants issued or outstanding related to the Predecessor Company for any Predecessor period presented. A summary of warrant activity of the Successor Company for the period from October 21, 2014 to May 31, 2015 is presented below: Number of Weighted Average Warrants Exercise Price Outstanding at October 21, 2014 - Successor 10,357,333 $ - Warrants granted 1,413,999 0.137 Warrants exercised - - Warrants expired or forfeited - - Outstanding at May 31, 2015 - Successor 11,771,332 $ 0.017 Exercisable at May 31, 2015 11,771,332 $ 0.017 Information relating to outstanding warrants of the Successor Company at May 31, 2015, summarized by exercise price, is as follows: Outstanding Exercisable Exercise Price Life Weighted Average Weighted Average Per Share # Shares (Years) Exercise Price # Shares Exercise Price $0.0 - $0.07 11,771,332 1.27 $ 0.017 11,771,332 $ 0.017 The aggregate intrinsic value of outstanding warrants as of May 31, 2015 was $52,018. On March 11, 2015 the Company granted 20,000,000 stock warrants to a consultant. For the stock options to vest, certain performance targets must be met. Since the performance targets were not communicated and agreed upon prior to May 31, 2015, for accounting purposes the options were not deemed to have been granted and consequently no expense was recognized during the periods presented. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 Commitments and Contingencies Litigation On June 20, 2014, Marc Moscowitz filed a Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032738/14) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $30,000 with interest from August 7, 2011 as to $24,000 and interest from April 13, 2013 as to $6,000 and attorneys fees and expenses as a result of the Companys alleged failure to pay such amounts to the plaintiff due under two promissory notes issued by the Company in favor of Mr. Moscowitz. On June 25, 2014, Mr. Moscowitz and Lou Ross Holdings, LLC filed a Notice of Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032742/2014) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $50,000 with interest from May 24, 2013 at the rate of 12% per annum and a judgment in favor of Lou Ross Holdings, LLC in the amount of $10,000 with interest from May 15, 2013 at the rate of 12% per annum and attorneys fees and expenses as a result of the Companys alleged failure to pay such amounts to the plaintiffs due under a promissory note issued by the Company in favor of the respective plaintiffs. On September 15, 2014 the parties signed a Stipulation of Settlement whereby the Company agreed to pay Moscowitz the sum of $62,000 and Lou Ross the sum of $10,000. Although the Company paid Mr. Moscowitz and Lou Ross Holdings, LLC $10,000, it did not pay the full $72,000 and on December 11, 2014 the Court entered a judgment in the sum of $77,000 together with interest from September 15, 2014 together with the costs and disbursements of this action. The Company is seeking to have the ordered amended to reflect the balance due based on the $10,000 payment made. On December 1, 2014, Dolores Moscowitz filed a Complaint in the Supreme Court of the State of New York, Rockland County (Index No. 035437/14), against the Company seeking judgment in her favor in the amount of $20,000 with interest from May 13, 2013, as a result of the Companys alleged failure to repay such amounts to Ms. Moscowitz due pursuant to a loan issued to the Company. On February 17, 2015, the Court entered a default judgment in Ms. Moscowitzs favor in the amount of $23,675, which total includes interest through the date of judgment and costs. Other than aforementioned, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect Joint Venture Agreement On May 14, 2015, the Company and Cheryl Shuman entered into a Joint Venture Agreement (the Shuman Agreement), whereby the Company and Ms. Shuman set forth the terms and conditions under which they will form a number of joint ventures relating to a number of industries including, but not limited to, luxury conferences and events. In addition to other contributions to be made by the Company and Ms. Shuman, the Company agreed to issue 1,000,000 shares of its common stock with a grant date fair value of $11,700 to Ms. Shuman upon execution of the Shuman Agreement. This stock compensation has not been recorded in these financial statements |
Income Taxes
Income Taxes | 9 Months Ended |
May. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 Income Taxes As of May 31, 2015 and August 31, 2014, as a result of the acquisition of GGH, the Company recorded (a) non-deductible goodwill of $594,322 and (b) intangible assets of $100,000 representing the Go Green trade name. There were no other significant differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred tax assets. Net operating loss carry forwards were $9,489,541 and $0 as of May 31, 2015 (Successor) and August 31, 2014 (Predecessor), respectively, and will begin expiring in 2030. Deferred tax assets consisted of the following as of May 31, 2015 and August 31, 2014: Successor Predecessor 2015 2014 Net operating losses $ 3,321,339 $ - Valuation allowance (3,321,339 ) - Net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 Subsequent Events On June 1, 2015, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation which increased the number of shares of the Companys authorized common stock from 649,000,000 to 1,947,000,000. The amendment was approved by the Companys board of directors and the holders of a majority of the Companys voting power on April 17, 2015. Issuance of Unregistered Shares of Common Stock Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 333,342,240 shares of the Companys common stock upon conversion of $484,724 of convertible notes principal and interest. The issuances did not result in any proceeds to the Company as the funds were received upon the original issuance of the underlying convertible notes. Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 11,000,000 shares of the Companys common stock to a Company employee as compensation valued at $92,400. Between June 1, 2015 and July 10, 2015, the Company issued to certain unaffiliated parties in exchange for services received a total of 34,493,472 shares of its restricted common stock valued at $321,841. On June 1, 2015 the Company issued 80,000 shares of its restricted common stock upon the cashless exercise of stock warrants. On June 2, 2015 the Company issued 840,336 shares of its restricted common stock valued at $30,000. The issuance did not result in any proceeds to the Company since the funds were previously received. Issuance of Debt On May 15, 2015, the Company completed the closing of a private placement financing transaction with Redwood Capital (Redwood), an accredited investor, pursuant to a securities purchase agreement (the SPA). Under the terms of the SPA, Redwood will purchase an aggregate of up to $2,870,000 in principal amount of twelve Notes. The Notes purchased pursuant to the SPA have an aggregate original issue discount of $70,000, such that the Company will receive aggregate proceeds of $2,800,000 if all of the Notes contemplated by the SPA are issued. The first tranche under the SPA was closed on June 1, 2015, with the Company issuing Redwood a Note in the principal amount of $75,000. The second through fourth tranches were closed on June 8, 2015, June 15, 2015 and June 22, 2015, with the Company issuing Notes to Redwood each in the principal amount of $75,000 per tranche. The fifth through tenth tranches are scheduled to close on the 15 th th Interest on the notes will accrue in the amount of 10% of the outstanding principal amount, and the term of each note is one year from the date of issuance. Each note is convertible into shares of the Companys common stock any time after four months from the date of issuance of each respective note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Companys common stock during the prior fifteen trading days. In the event of default of a note, the Company may be required to convert all or part of the respective note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Companys common stock during the prior twenty trading days. Under the terms of the SPA, Redwood has a right of first refusal, exercisable for four business days after notice to the respective investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing. Debt Purchase Agreement with TCA/Redwood On June 1, 2015, TCA entered into a debt purchase agreement with Redwood under which TCA agreed to sell and Redwood agreed to purchase the senior secured convertible debenture held by TCA in the principal amount of $2,544,500. The debt will be purchased by Redwood in 10 tranches beginning on June 1, 2015 and then subsequently every 20 days until the entire principal amount has been purchased. During the period from June 1, 2015 to July 14, 2015, Redwood purchased $375,000 of debt from TCA and converted $352,739 of principal into shares of the Companys common stock. Concurrently, with the purchase agreement described above, on June 1, 2015, the Company and Redwood entered into an exchange agreement under which the Company will issue to Redwood replacement notes for each tranche of debt that Redwood purchases from TCA. Assignments of Debt On June 26, 2015 the Company approved the assignment of the March 13, 2014 promissory note in the amount of $100,000. On June 26, 2015 the Company approved the partial assignment of the Mulhearn promissory note in the amount of $42,000 to an accredited investor. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include the accounts of OSL Holdings Inc. and its wholly-owned subsidiaries, Go Green Hydroponics Inc., Office Supply line, Inc. OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples include estimates and assumptions used in valuing derivative liabilities and the fair value of stock compensation. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Nine-month period Successor Predecessor Successor Predecessor Three months Three months Period from Period from Nine months Ended Ended October 21, 2014 September 1, 2014 Ended May 31, 2015 May 31, 2014 to May 31, 2015 to October 20, 2014 May 31, 2014 Bad debt expense $ 200,000 $ - $ 200,000 $ - $ - |
Inventory | Inventory Inventories are stated at the lower of cost or market with the cost principally determined using an average cost method. Provisions for potentially obsolete or slow-moving inventory are made based on managements analysis of inventory levels, historical usage, and market conditions. Inventories consist primarily of finished goods. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred. Depreciation is calculated on a straight-line basis using an estimated useful life of the assets of 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. In that event, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill reflects the excess of the acquisition cost of GGH over the fair value of tangible and identifiable intangible assets as determined upon the acquisition date. The Company recorded $594,322 of goodwill as a result of the acquisition. The goodwill is non-deductible for tax purposes. Identifiable intangible assets consist of GGHs trade name. The trade name is an indefinite-lived intangible asset and consequently is not amortized. The Companys annual impairment reviews for goodwill and indefinite-lived intangible assets are performed as of the first day of its fourth quarter. The Company also performs interim reviews when the Company determines that a triggering event has occurred that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized (if any). The Step 1 calculation used to identify potential impairment compares the calculated fair value for the Companys single reporting unit to its book value, including goodwill, on the measurement date. If the fair value of the reporting unit is less than its book value, then a Step 2 calculation is performed to measure the amount of the impairment loss (if any) for the reporting unit. The Step 2 calculation compares the implied fair value of the goodwill to the book value of goodwill. The implied fair value of goodwill is equal to the excess of the fair value of the reporting unit above the fair value of identified assets and liabilities. If the book value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the book value of goodwill). |
Deferred Financing Costs | Deferred Financing Costs Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis over the contractual life of the related debt. These costs were fully amortized as of May 31, 2015. |
Revenue Recognition | Revenue Recognition Revenue is recognized from merchandise sales at the time the customer takes possession of the merchandise and collectability is reasonably assured. Provisions for discounts and rebates to customers, and returns and other adjustments, are provided in the same period that the related sales are recorded. Management fees are recognized when earned based upon the contractual terms of the management agreements. |
Other Income | Other Income Other income consists of rental revenue from the leasing of property and equipment. The lease ended in January 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with ASC 820 - Fair Value Measurements and Disclosures 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 entitys own assumptions on what unobservable inputs the market participants would use in pricing the asset or liability based on the best available information. The carrying value of the Companys cash, accounts receivable, accounts payable and accrued liabilities, advances from related parties, promissory notes with related parties, convertible notes and promissory notes, approximates fair value because of the short-term maturity of these instruments. The following table presents financial liabilities of the Company measured and recorded at fair value on the Companys balance sheets on a recurring basis and their level within the fair value hierarchy as of May 31, 2015 and August 31, 2014, respectively. Level 1 Level 2 Level 3 Fair value of derivative liabilities - May 31, 2015 - Successor $ - $ - $ 5,794,515 Fair value of derivative liabilities - August 31, 2014 - Predecessor $ - $ - $ _ |
Earnings or Loss per Share | Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260 - Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock grants, stock options and warrants to officers, directors, employees and consultants for services rendered. Options vest and expire according to terms established at the grant date. The Company accounts for share-based payments to officers, directors, and employees by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Companys financial statements over the vesting period of the awards. The Company accounts for share-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black Scholes Merton option pricing model, assuming maximum value, to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows. |
OSLH_GGH Transaction (Tables)
OSLH/GGH Transaction (Tables) | 9 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of Acquisition Preliminary Purchase Price | A summary of the preliminary purchase price and opening balance sheet pushed down to GGH as of the October 20, 2014 acquisition date is presented in the tables below: Gross purchase price $ 1,800,000 Net working capital adjustment (173,889 ) Net purchase price $ 1,626,111 |
Schedule of Assets Acquired and Liabilities Assumed | Assets acquired and liabilities assumed were as follows: Cash $ 218,078 Inventory (a) 871,439 Other current assets 2,624 Property and equipment 15,914 Indefinite-lived intangible asset - trade name (b) 100,000 Goodwill (c) 594,322 Accounts payable and accrued expenses (125,012 ) Other current liabilities (51,254 ) Net assets acquired $ 1,626,111 (a) The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date. (b) This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arms-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on managements forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing sales growth. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name. (c) The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGHs new technologies in the hydroponics industry. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Bad Debt Expense | The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Nine-month period Successor Predecessor Successor Predecessor Three months Three months Period from Period from Nine months Ended Ended October 21, 2014 September 1, 2014 Ended May 31, 2015 May 31, 2014 to May 31, 2015 to October 20, 2014 May 31, 2014 Bad debt expense $ 200,000 $ - $ 200,000 $ - $ - |
Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis | The following table presents financial liabilities of the Company measured and recorded at fair value on the Companys balance sheets on a recurring basis and their level within the fair value hierarchy as of May 31, 2015 and August 31, 2014, respectively. Level 1 Level 2 Level 3 Fair value of derivative liabilities - May 31, 2015 - Successor $ - $ - $ 5,794,515 Fair value of derivative liabilities - August 31, 2014 - Predecessor $ - $ - $ _ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Successor Predecessor May 31, 2015 August 31, 2014 Furniture and fixtures $ 9,200 $ 4,300 Machinery and equipment 19,043 15,919 Transportation equipment 21,950 21,950 Leasehold improvements 13,700 13,700 63,893 55,869 Less: accumulated depreciation and amortization (41,632 ) (39,878 ) Property and equipment, net $ 22,261 $ 15,991 |
Accrued Officers' Compensation
Accrued Officers' Compensation (Tables) | 9 Months Ended |
May. 31, 2015 | |
Accrued Officers Compensation Tables | |
Schedule of Loss on Derivatives | The following table presents the loss on derivatives that resulted from the change in fair value of the conversion features of the accrued officers compensation: Nine-month Period Successor Predecessor Successor Predecessor Three months Three months Period from Period from Nine months Ended Ended October 21, 2014 September 1, 2014 Ended May 31, 2015 May 31, 2014 to May 31, 2015 to October 20, 2014 May 31, 2014 Loss on derivatives $ 7,606 $ - $ 1,076,063 $ - $ - |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
May. 31, 2015 | |
Schedule of Convertible Notes Payable | Convertible notes consisted of the following: Successor Predecessor May 31, 2015 August 31, 2014 Convertible notes - Typenex Co. (E) $ 124,622 $ - Convertible notes - JSJ Investments (F) 48,831 - Convertible notes - EMA Financial (H) 125,000 - Convertible notes - Old Main Capital (I) 256,250 - Convertible notes - TCA (J) 2,544,500 - Less: note discounts (2,461,926 ) - Convertible notes, net of discounts 637,277 - Less: current portion (637,277 ) - Convertible notes, net of discounts - non-current $ - $ - |
Union Capital Two[Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 15,696,678 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 47,500 Change in the fair value of derivative liabilities 206,266 Reclassification to APIC due to conversion of related notes (253,766 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
Union Capital Three [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ - $ - $ - Borrowed 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 56,303,322 $ 0.001 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - |
Panache Capital Llc [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 120,217 $ - $ 120,217 Conversions 51,986,137 $ 0.002 (103,550 ) - (103,550 ) Repayments (16,667 ) - (16,667 ) Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 206,771 Change in the fair value of derivative liabilities 182,480 Reclassification to APIC due to conversion of related notes (351,081 ) Gain on settlement of derivative liabilitiy due to repayment of related notes (38,170 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
Adar Bays, LLC One [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 4,013,559 $ 0.014 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 31,864 Reclassification to APIC due to conversion of related notes (86,989 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
Adar Bays, LLC Two [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 17,258,513 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 49,798 Reclassification to APIC due to conversion of related notes (99,798 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
LG Capital Fund [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 10,407,194 $ 0.005 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 59,544 Reclassification to APIC due to conversion of related notes (114,669 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
Union Capital One [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 54,219 $ - $ 54,219 Reclassification to APIC (54,219 ) - (54,219 ) Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 31,163 Reclassification to APIC due to conversion of related notes (81,163 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
Typenex Co [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Issued for Conversions Average Conversion Price Principal Debt Discounts Principal, Net of Discounts Balance - October 21, 2014 $ 203,750 $ (162,520 ) $ 41,230 Conversions 51,832,997 $ 0.002 (79,128 ) - (79,128 ) Amortization - 113,528 113,528 Balance - May 31, 2015 $ 124,622 $ (48,992 ) $ 75,630 |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the warrants and conversion feature derivative liabilities: Conversion Warrants Feature Total Derivative liabilities as of October 21, 2014 - Successor $ 100,313 $ 255,326 $ 355,639 Change in the fair value of derivative liabilities - 255,291 255,291 Reclassification to APIC due to conversion of related notes - (321,602 ) (321,602 ) Derivative liabilities as of May 31, 2015 - Successor $ 100,313 $ 189,015 $ 289,328 |
JSJ Investments [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 100,000 $ (72,268 ) $ 27,732 Conversions 61,651,357 $ 0.001 (51,169 ) - (51,169 ) Amortization - 72,268 72,268 Balance - May 31, 2015 $ 48,831 $ - $ 48,831 |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 135,190 Change in the fair value of derivative liabilities 65,573 Reclassification to APIC due to conversion of related notes (121,523 ) Derivative liabilities as of May 31, 2015 - Successor $ 79,240 |
Mulhearn Assigned Note [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Reclassification from APIC 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 6,000,000 $ 0.008 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 39,681 Reclassification to APIC due to conversion of related notes (89,681 ) Derivative liabilities as of May 31, 2015 - Successor $ - |
EMA Financial [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Conversions 125,000 - 125,000 Discounts originated - (125,000 ) (125,000 ) Amortization - 50,545 50,545 Balance - May 31, 2015 $ 125,000 $ (74,455 ) $ 50,545 |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Discounts originated 120,000 Change in the fair value of derivative liabilities 101,428 Derivative liabilities as of May 31, 2015 - Successor $ 221,428 |
Old Main Capital [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Borrowings 256,250 - 256,250 Discounts originated - (6,250 ) (6,250 ) Amortization - 226 226 Balance - May 31, 2015 $ 256,250 $ (6,024 ) $ 250,226 |
TCA Debenture [Member] | |
Schedule of Activity Related Notes | The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Borrowings 1,900,000 - 1,900,000 Loss on extinguishment of debt 547,397 1,693,714 2,241,111 Reclassification of accrued interest 97,103 - 97,103 Discounts originated - (4,444,500 ) (4,444,500 ) Amortization - 418,327 418,327 Balance - May 31, 2015 $ 2,544,500 $ (2,332,459 ) $ 212,041 |
Schedule of Conversion Feature Derivative Liability | The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Discounts originated 4,444,500 Gain on extinguishment of debt (1,786,265 ) Change in the fair value of derivative liabilities 821,743 Derivative liabilities as of May 31, 2015 - Successor $ 3,479,978 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes | May 31, 2015 August 31, 2014 Promissory Promissory Notes Notes Promissory Note Net of Promissory Note Net of Notes Discounts Discounts Notes Discounts Discounts December 12, 2013 Note $ 5,000 $ - $ 5,000 $ - $ - $ - March 13, 2014 Note 100,000 - 100,000 - - - May 1, 2014 Note 15,000 - 15,000 - - - Mulhearn Note 57,000 - 57,000 - - - Total promissory notes 177,000 - 177,000 - - - Less: current portion (177,000 ) - (177,000 ) - - - Promissory notes, non-current $ - $ - $ - $ - $ - $ - |
Schedule of Warrant Derivative Liability | March 13, 2014 Note The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 2,000 Change in the fair value of derivative liability (140 ) Derivative liability as of May 31, 2015 - Successor $ 1,860 May 1, 2014 Note The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 1,600 Change in the fair value of derivative liability (112 ) Derivative liability as of May 31, 2015 - Successor $ 1,488 Mulhearn Note The following table presents the activity related to the warrant derivative liability: Derivative liability as of October 21, 2014 - Successor $ 43,333 Change in the fair value of derivative liability (3,033 ) Derivative liability as of May 31, 2015 - Successor $ 40,300 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
May. 31, 2015 | |
Derivative Liability [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the aggregate derivative liabilities included in the consolidated balance sheet: Derivative liabilities as of October 21, 2014 - Successor $ 1,349,994 Debt discounts originated during the period 4,872,250 Gain on extinguishment of debt (1,786,265 ) Reclassification to APIC due to conversion of related notes (1,520,273 ) Change in the fair value of derivative liabilities 2,916,979 Gain on settlement of derivative liability due to repayment of note (38,170 ) Derivative liabilities as of May 31, 2015 - Successor $ 5,794,515 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
May. 31, 2015 | |
Capital Stock Tables | |
Summary of Common Stock Activity | The following table presents a summary of common stock activity for the period: October 21, 2014 to May 31, 2015 # Shares Amount Employee compensation 30,950,000 $ 844,715 Reclassification for unissued shares to employees (400,000 ) (23,000 ) Services from outside parties 5,844,685 38,791 Acquisition advisory services 15,284,916 223,500 Issuances for cash 29,098,715 307,000 Cancellation of shares for equity to debt conversion (19,000,000 ) (120,000 ) Conversions of debt and accrued interest 275,149,757 648,467 Totals 336,928,073 $ 1,919,473 |
Schedule of Common Shares Payable | The liability represents shares that have been earned but not yet issued either in certificate, electronic or book entry form. Successor Successor May 31, 2015 August 31, 2014 # Shares Amount # Shares Amount Common shares due to employees 23,900,000 $ 725,450 - $ - Common shares due to debt holders 2,500,000 25,000 - - Common shares due to consultants 450,000 9,770 - - 26,850,000 $ 760,220 - $ - |
Stock Warrants and Options (Tab
Stock Warrants and Options (Tables) | 9 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Schedule of Stock Warrants Activity | A summary of warrant activity of the Successor Company for the period from October 21, 2014 to May 31, 2015 is presented below: Number of Weighted Average Warrants Exercise Price Outstanding at October 21, 2014 - Successor 10,357,333 $ - Warrants granted 1,413,999 0.137 Warrants exercised - - Warrants expired or forfeited - - Outstanding at May 31, 2015 - Successor 11,771,332 $ 0.017 Exercisable at May 31, 2015 11,771,332 $ 0.017 |
Schedule of Information Regarding Outstanding Warrants | Information relating to outstanding warrants of the Successor Company at May 31, 2015, summarized by exercise price, is as follows: Outstanding Exercisable Exercise Price Life Weighted Average Weighted Average Per Share # Shares (Years) Exercise Price # Shares Exercise Price $0.0 - $0.07 11,771,332 1.27 $ 0.017 11,771,332 $ 0.017 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
May. 31, 2015 | |
Income Taxes Tables | |
Schedule of Deferred Tax Assets | Deferred tax assets consisted of the following as of May 31, 2015 and August 31, 2014: Successor Predecessor 2015 2014 Net operating losses $ 3,321,339 $ - Valuation allowance (3,321,339 ) - Net deferred tax assets $ - $ - |
Organization, Nature of Busin34
Organization, Nature of Business and Basis of Presentation (Details Narrative) - Scenario Unspecified Domain - USD ($) | Oct. 10, 2011 | Jun. 06, 2008 | May. 31, 2015 | Oct. 20, 2014 | Mar. 13, 2014 |
Debt instrument principal amount | $ 100,000 | ||||
Go Green Hydroponics [Member] | |||||
Debt instrument principal amount | $ 1,900,000 | ||||
Business acquisition based on target working capital amount | $ 1,800,000 | ||||
Reno Rolle [Member] | |||||
Cancellation of stock that had not yet been not issued | 144 | ||||
Todd Wiseman [Member] | |||||
Number of shares due under employment agreement | 5,000 | ||||
Studio Store Direct Inc [Member] | |||||
Equity method investment, ownership percentage | 100.00% | ||||
Restricted stock issued during period, shares | 11,000 | ||||
Office Supply Line, Inc. [Member] | |||||
Issued and outstanding shares exchanged under share exchange agreement for consideration of common stock | 50,000 | ||||
Number of common stock shares cancelled in exchange for cash | 14,130 | ||||
Common stock cancelled for cash | $ 10,000 | ||||
Debt instrument principal amount | $ 240,000 |
OSLH_GGH Transaction (Details N
OSLH/GGH Transaction (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | ||
May. 31, 2015 | May. 31, 2015 | Oct. 20, 2014 | Mar. 13, 2014 | |
Debt instrument face amount | $ 100,000 | |||
Successor [Member] | ||||
Acquisition costs | $ 90,181 | $ (334,845) | ||
Successor [Member] | TCA Advisory Services Fee Agreement [Member] | ||||
Acquisition costs | $ 81,350 | |||
Go Green Hydroponics [Member] | ||||
Business acquisition based on target working capital amount | $ 1,800,000 | |||
Debt instrument face amount | 1,900,000 | |||
Business acquisition of direct transaction costs | $ 253,495 | |||
Common stock issuance cost | $ 223,500 |
OSLH_GGH Transaction - Summary
OSLH/GGH Transaction - Summary of Acquisition Preliminary Purchase Price (Details) - Go Green Hydroponics [Member] | Oct. 20, 2014USD ($) |
Gross purchase price | $ 1,800,000 |
Net working capital adjustment | (173,889) |
Net purchase price | $ 1,626,111 |
OSLH_GGH Transaction - Schedule
OSLH/GGH Transaction - Schedule of Assets Acquired and Liabilities Assumed (Details) - Go Green Hydroponics [Member] | Oct. 20, 2014USD ($) | |
Cash | $ 218,078 | |
Inventory (a) | [1] | 871,439 |
Other current assets | 2,624 | |
Property and equipment | 15,914 | |
Indefinite-lived intangible asset - trade name (b) | [2] | 100,000 |
Goodwill (c) | [3] | 594,322 |
Accounts payable and accrued expenses | (125,012) | |
Other current liabilities | (51,254) | |
Net assets acquired | $ 1,626,111 | |
[1] | (a)The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date. | |
[2] | (b)This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arm's-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on management's forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing significant sales growth. The Company plans to continue to make investments to enhance the value of the Go Green trade name into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name. | |
[3] | (c)The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGH's new technologies in the hydroponics industry. |
OSLH_GGH Transaction - Schedu38
OSLH/GGH Transaction - Schedule of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | 3 Months Ended |
May. 31, 2015USD ($) | |
Go Green Hydroponics [Member] | |
Fair value of inventory increase | $ 217,860 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
May. 31, 2015 | Oct. 20, 2014 | |
Minimum burn rate per month incurred by company | $ 95,000 | |
Successor [Member] | ||
Cash in hand | $ 84,317 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Minimum [Member] | ||||
Property and equipment estimated useful life | 3 years | |||
Maximum [Member] | ||||
Property and equipment estimated useful life | 5 years | |||
Successor [Member] | ||||
Goodwill | $ 594,322 | |||
Predecessor [Member] | ||||
Goodwill | ||||
Dilutive securities |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Summary of Bad Debt Expense (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 20, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Successor [Member] | |||||
Bad debt expense | $ 200,000 | $ 200,000 | |||
Predecessor [Member] | |||||
Bad debt expense |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Level 1 [Member] | Successor [Member] | ||
Fair value of Derivative Liability | ||
Level 1 [Member] | Predecessor [Member] | ||
Fair value of Derivative Liability | ||
Level 2 [Member] | Successor [Member] | ||
Fair value of Derivative Liability | ||
Level 2 [Member] | Predecessor [Member] | ||
Fair value of Derivative Liability | ||
Level 3 [Member] | Successor [Member] | ||
Fair value of Derivative Liability | $ 5,794,515 | |
Level 3 [Member] | Predecessor [Member] | ||
Fair value of Derivative Liability |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Successor [Member] | ||
Property and equipment | $ 63,893 | |
Less: accumulated depreciation and amortization | (41,632) | |
Property, plant and equipment, net | 22,261 | |
Successor [Member] | Furniture and Fixtures [Member] | ||
Property and equipment | 9,200 | |
Successor [Member] | Machinery and Equipment [Member] | ||
Property and equipment | 19,043 | |
Successor [Member] | Transportation Equipment [Member] | ||
Property and equipment | 21,950 | |
Successor [Member] | Leasehold Improvements [Member] | ||
Property and equipment | $ 13,700 | |
Predecessor [Member] | ||
Property and equipment | $ 55,869 | |
Less: accumulated depreciation and amortization | (39,878) | |
Property, plant and equipment, net | 15,991 | |
Predecessor [Member] | Furniture and Fixtures [Member] | ||
Property and equipment | 4,300 | |
Predecessor [Member] | Machinery and Equipment [Member] | ||
Property and equipment | 15,919 | |
Predecessor [Member] | Transportation Equipment [Member] | ||
Property and equipment | 21,950 | |
Predecessor [Member] | Leasehold Improvements [Member] | ||
Property and equipment | $ 13,700 |
Accrued Officers' Compensatio44
Accrued Officers' Compensation (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May. 31, 2014 | Aug. 31, 2014 | May. 31, 2015 | Aug. 31, 2013 | |
Successor [Member] | ||||
Accrued officers' compensation | $ 583,454 | |||
Predecessor [Member] | ||||
Accrued officers' compensation | $ 0 | |||
Percentage of debt conversion rate | 70.00% | |||
Fair value of embedded conversion feature | $ 0 | $ 1,672,524 |
Accrued Officers' Compensatio45
Accrued Officers' Compensation - Schedule of Loss on Derivatives (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 20, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Successor [Member] | |||||
Loss on derivatives | $ 7,606 | $ 1,076,063 | |||
Predecessor [Member] | |||||
Loss on derivatives |
Secured Promissory Note in De46
Secured Promissory Note in Default (Details Narrative) - USD ($) | Jan. 03, 2012 | Dec. 27, 2011 | Nov. 08, 2011 | Aug. 31, 2014 | May. 31, 2015 | Jul. 31, 2014 | Mar. 13, 2014 |
Liabilities and accumulated deficit amount | $ 170,000 | ||||||
Debt instrument face amount | $ 100,000 | ||||||
Crisnic Note [Member] | Series A Preferred Stock [Member] | |||||||
Shares issued into escrow for the security of the notes | 650,001 | 650,001 | |||||
Crisnic and 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 | 240,000 | ||||||
Debt periodic payment | $ 15,000 | $ 25,000 | $ 50,000 | ||||
Secured promissory note - in default | 170,000 | $ 170,000 | |||||
Predecessor [Member] | |||||||
Liabilities and accumulated deficit amount | 716,487 | ||||||
Loss on re-establishment of debt | $ 170,000 | ||||||
Secured promissory note - in default |
Advances from Related Parties (
Advances from Related Parties (Details Narrative) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 20, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Successor [Member] | ||||
Outstanding balance | $ 10,560 | |||
Advance from related parties | $ 2,540 | |||
Predecessor [Member] | ||||
Outstanding balance | ||||
Advance from related parties |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | May. 29, 2015 | May. 22, 2015 | May. 15, 2015 | Apr. 29, 2015 | Mar. 16, 2015 | Feb. 17, 2015 | Oct. 20, 2014 | Sep. 03, 2014 | Jul. 18, 2014 | Jul. 01, 2014 | Jun. 16, 2014 | May. 12, 2014 | Mar. 13, 2014 | Dec. 12, 2013 | Jun. 21, 2013 | May. 31, 2015 | Dec. 31, 2014 | Apr. 26, 2012 | May. 31, 2015 | May. 31, 2015 | May. 31, 2015 | Aug. 31, 2014 | Jun. 01, 2015 |
Percentage of interest rate on promissory note | 3.00% | 15.00% | |||||||||||||||||||||
Gain on derivative liabilities | $ (38,170) | ||||||||||||||||||||||
Promissory note maturity date | Jan. 12, 2014 | ||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||||||||||||||
Proceeds from related party debt | 20,000 | ||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||
Promissory note maturity date | Mar. 12, 2015 | ||||||||||||||||||||||
Successor [Member] | |||||||||||||||||||||||
Loss on derivative | $ 7,606 | $ 1,076,063 | |||||||||||||||||||||
Debt discount | $ 2,461,926 | $ 2,461,926 | 2,461,926 | $ 2,461,926 | |||||||||||||||||||
Proceeds from convertible debt | 2,197,500 | ||||||||||||||||||||||
Proceeds from related party debt | $ 20,000 | ||||||||||||||||||||||
Successor [Member] | Typenex Membership Interest Pledge Agreement [Member] | |||||||||||||||||||||||
Issuance of warrants to purchase of common stock amount | $ 267,503 | ||||||||||||||||||||||
Percentage on membership interest | 40.00% | 40.00% | 40.00% | 40.00% | |||||||||||||||||||
Beneficially ownership description | 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. | ||||||||||||||||||||||
Adar Bays, LLC [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Unsecured debt, principal amount | $ 50,000 | ||||||||||||||||||||||
Tranche [Member] | |||||||||||||||||||||||
Notes conversion price | $ 0.01 | ||||||||||||||||||||||
Convertible debt | $ 137,500 | ||||||||||||||||||||||
Lender conversion price | 7.00% | ||||||||||||||||||||||
Percentage on volume weighed average price | 70.00% | ||||||||||||||||||||||
Percentage of future conversion | 5.00% | ||||||||||||||||||||||
Tranche [Member] | Maximum [Member] | |||||||||||||||||||||||
Percentage of future conversion | 70.00% | ||||||||||||||||||||||
Tranche [Member] | Minimum [Member] | |||||||||||||||||||||||
Percentage of future conversion | 65.00% | ||||||||||||||||||||||
Tranche One [Member] | |||||||||||||||||||||||
Original issue discount amount | $ 7,500 | ||||||||||||||||||||||
Convertible debt | 125,000 | ||||||||||||||||||||||
Transaction costs | 5,000 | ||||||||||||||||||||||
Tranche Six [Member] | |||||||||||||||||||||||
Convertible debt | 66,250 | ||||||||||||||||||||||
Panache Capital Llc [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 15.00% | ||||||||||||||||||||||
Conversion price of note discount percentage | 49.00% | ||||||||||||||||||||||
Notes conversion price | $ 0.002 | $ 0.002 | $ 0.002 | $ 0.002 | |||||||||||||||||||
Gain on derivative liabilities | $ (38,170) | ||||||||||||||||||||||
Adar Bays, LLC [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | 74,433 | $ 113,077 | |||||||||||||||||||||
Unsecured debt, principal amount | 55,125 | ||||||||||||||||||||||
Loss on derivative | $ 24,433 | $ 57,952 | |||||||||||||||||||||
Percentage of debt discount | 5000000.00% | 5.00% | |||||||||||||||||||||
Promissory note exchange amount | $ 52,500 | ||||||||||||||||||||||
Promissory note maturity date | Jun. 15, 2015 | May 13, 2015 | |||||||||||||||||||||
Debt discount | $ 55,125 | ||||||||||||||||||||||
Percentage of conversion price discount | 35.00% | 35.00% | |||||||||||||||||||||
LG Capital Fund [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Conversion price of note discount percentage | 5.00% | ||||||||||||||||||||||
Notes conversion price | $ 0.005 | $ 0.005 | $ 0.005 | $ 0.005 | |||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 113,077 | ||||||||||||||||||||||
Unsecured debt, principal amount | 55,125 | ||||||||||||||||||||||
Loss on derivative | 57,952 | ||||||||||||||||||||||
Promissory note exchange amount | $ 52,500 | ||||||||||||||||||||||
Promissory note maturity date | May 13, 2015 | ||||||||||||||||||||||
Debt discount | $ 55,125 | ||||||||||||||||||||||
Percentage of conversion price discount | 35.00% | ||||||||||||||||||||||
Union Capital [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Unsecured debt, principal amount | $ 55,219 | ||||||||||||||||||||||
Loss on derivative | $ 24,433 | ||||||||||||||||||||||
Promissory note maturity date | Jun. 15, 2015 | ||||||||||||||||||||||
Percentage of conversion price discount | 35.00% | ||||||||||||||||||||||
Union Capital [Member] | Second Unsecured Convertible Promissory [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Outstanding balance on Notes | $ 1,000 | ||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | 74,433 | ||||||||||||||||||||||
Unsecured debt, principal amount | $ 50,000 | ||||||||||||||||||||||
Promissory note maturity date | Jun. 16, 2015 | ||||||||||||||||||||||
Debt discount | $ 50,000 | ||||||||||||||||||||||
Percentage of conversion price discount | 35.00% | ||||||||||||||||||||||
Conversion of debt additional paid in capital | $ 54,219 | ||||||||||||||||||||||
Union Capital [Member] | Share Reserve [Member] | |||||||||||||||||||||||
Outstanding balance on Notes | $ 1,000 | ||||||||||||||||||||||
Reserved shares of common stock | 8,000,000 | 8,000,000 | |||||||||||||||||||||
Remaining shares | 0 | 0 | 0 | 0 | |||||||||||||||||||
Union Capital [Member] | Initial Tranche Request [Member] | |||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Union Capital [Member] | Repriced [Member] | |||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Union Capital [Member] | Third Unsecured Convertible Promissory [Member] | Successor [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 92,308 | ||||||||||||||||||||||
Unsecured debt, principal amount | 50,000 | ||||||||||||||||||||||
Loss on derivative | 44,808 | ||||||||||||||||||||||
Issued an unsecured convertible promissory note | $ 47,500 | ||||||||||||||||||||||
Promissory note maturity date | Jun. 16, 2015 | ||||||||||||||||||||||
Debt discount | $ 47,500 | ||||||||||||||||||||||
Percentage of conversion price discount | 35.00% | ||||||||||||||||||||||
Legal fees, accounting costs, due diligence, monitoring and other transaction costs | $ 2,500 | ||||||||||||||||||||||
Typenex Co [Member] | Typenex Note [Member] | |||||||||||||||||||||||
Secured debt, principal amount | $ 535,000 | ||||||||||||||||||||||
Promissory note maturity date | Sep. 30, 2015 | ||||||||||||||||||||||
Issuance of warrants to purchase of common stock amount | $ 267,503 | ||||||||||||||||||||||
Original issue discount amount | 30,000 | ||||||||||||||||||||||
Legal fees, accounting costs, due diligence, monitoring and other transaction costs | $ 5,000 | ||||||||||||||||||||||
Promissory note annual interest rate | 10.00% | ||||||||||||||||||||||
Typenex Co [Member] | Investor Notes [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 8.00% | ||||||||||||||||||||||
Promissory note maturity date | Sep. 30, 2015 | ||||||||||||||||||||||
Debt instrument face amount | $ 62,500 | ||||||||||||||||||||||
JSJ Investments [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 12.00% | ||||||||||||||||||||||
Notes conversion price | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Unsecured debt, principal amount | $ 100,000 | ||||||||||||||||||||||
Promissory note maturity date | Mar. 1, 2015 | ||||||||||||||||||||||
Percentage of conversion price discount | 45.00% | ||||||||||||||||||||||
Mulhearn Assigned Note [Member] | |||||||||||||||||||||||
Percentage of interest rate on promissory note | 10.00% | ||||||||||||||||||||||
Unsecured debt, principal amount | $ 200,000 | ||||||||||||||||||||||
Promissory note maturity date | Dec. 21, 2013 | ||||||||||||||||||||||
Mulhearn Assigned Note [Member] | Fourth Unsecured Convertible Promissory [Member] | |||||||||||||||||||||||
Conversion of debt additional paid in capital | $ 50,000 | ||||||||||||||||||||||
Knightsbridge [Member] | |||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 50,000 | ||||||||||||||||||||||
EMA Financial [Member] | |||||||||||||||||||||||
Notes conversion price | $ 0.0075 | ||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 178,571 | ||||||||||||||||||||||
Loss on derivative | $ 58,571 | ||||||||||||||||||||||
Promissory note maturity date | Jun. 30, 2015 | ||||||||||||||||||||||
Debt discount | $ 120,000 | ||||||||||||||||||||||
Convertible debt discount on original discount | 5,000 | ||||||||||||||||||||||
Number of debt converted into shares | $ 125,000 | ||||||||||||||||||||||
Number of shares cancelled during period | 19,000,000 | ||||||||||||||||||||||
Percentage of convertible promissory note | 12.00% | ||||||||||||||||||||||
Percentage of lowest trading price | 70.00% | ||||||||||||||||||||||
Old Main Capital [Member] | Investors [Member] | |||||||||||||||||||||||
Outstanding balance on Notes | $ 256,250 | ||||||||||||||||||||||
Old Main Capital [Member] | Investors [Member] | |||||||||||||||||||||||
Issued an unsecured convertible promissory note | $ 102,500 | 153,750 | |||||||||||||||||||||
Original issue discount amount | $ 6,250 | ||||||||||||||||||||||
Percentage of future conversion | 55.00% | ||||||||||||||||||||||
Percentage of convertible promissory note | 10.00% | ||||||||||||||||||||||
Percentage of lowest trading price | 60.00% | ||||||||||||||||||||||
Proceeds from convertible debt | $ 250,000 | ||||||||||||||||||||||
TCA Debenture [Member] | |||||||||||||||||||||||
Conversion price of note discount percentage | 11.00% | ||||||||||||||||||||||
Fair value of embedded beneficial conversion feature of debentures | $ 2,567,568 | ||||||||||||||||||||||
Loss on derivative | 667,568 | ||||||||||||||||||||||
Debt discount | 1,900,000 | ||||||||||||||||||||||
Convertible debt | $ 2,544,500 | $ 1,900,000 | |||||||||||||||||||||
Proceeds from convertible debt | 1,900,000 | ||||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||||||||||||
Unregistered shares of common stock issued | 223,500 | ||||||||||||||||||||||
Proceeds from sale of securities | $ 223,500 | ||||||||||||||||||||||
Due diligence fee | 8,000 | ||||||||||||||||||||||
Legal fees | 15,000 | ||||||||||||||||||||||
Deferred financing fees | 70,005 | ||||||||||||||||||||||
Debenture redemption premium amount | 11,400 | ||||||||||||||||||||||
Proceeds from related party debt | $ 1,800,000 | ||||||||||||||||||||||
Percentage of interest on late charges | 5.00% | ||||||||||||||||||||||
Interest rate on debenture | 18.00% | ||||||||||||||||||||||
Percentage of debt conversion rate | 85.00% | ||||||||||||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||||||||||||
Common stock issued to pledging parties | 60,000,000 | ||||||||||||||||||||||
TCA Debenture [Member] | Debenture One [Member] | |||||||||||||||||||||||
Promissory note annual interest rate | 9710300.00% | ||||||||||||||||||||||
Convertible debt | $ 250,000 | ||||||||||||||||||||||
TCA Debenture [Member] | Debenture Two [Member] | |||||||||||||||||||||||
Convertible debt | $ 2,294,500 | ||||||||||||||||||||||
Redwood Capital [Member] | |||||||||||||||||||||||
Original issue discount amount | $ 70,000 | ||||||||||||||||||||||
Convertible debt | $ 2,870,000 | ||||||||||||||||||||||
Proceeds from convertible debt | $ 2,800,000 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes Payable (Details) - Scenario Unspecified Domain - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Less: note discount | $ (2,461,926) | |
Convertible notes payable, net of discount | 637,277 | |
Less: current portion | $ (637,277) | |
Convertible notes, net of discounts - non-current | ||
Convertible Notes Typenex Co [Member] | ||
Convertible notes payable | $ 124,622 | |
Convertible Notes JSJ Investments [Member] | ||
Convertible notes payable | 48,831 | |
Convertible Notes EMA Financial [Member] | ||
Convertible notes payable | 125,000 | |
Convertible Notes Old Main Capital [Member] | ||
Convertible notes payable | 256,250 | |
Convertible Notes TCA [Member] | ||
Convertible notes payable | $ 2,544,500 |
Convertible Notes - Schedule 50
Convertible Notes - Schedule of Activity Related Notes (Details) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2014 | May. 31, 2015 | May. 31, 2015 | |
Loss on extinguishment of debt | $ (1,786,265) | ||
Panache Capital Llc [Member] | |||
Shares issued for conversions, conversions | 51,986,137 | ||
Average conversion price, conversions | $ 0.002 | $ 0.002 | |
Ending balance | $ 120,217 | $ 120,217 | |
Panache Capital Llc [Member] | Principal [Member] | |||
Conversions | (103,550) | ||
Repayments | $ (16,667) | ||
Amortization | |||
Panache Capital Llc [Member] | Debt Discounts [Member] | |||
Beginning balance | $ 120,217 | ||
Conversions | |||
Repayments | |||
Amortization | |||
Ending balance | |||
Panache Capital Llc [Member] | Principal Net Of Discounts [Member] | |||
Conversions | $ (103,550) | ||
Repayments | $ (16,667) | ||
Amortization | |||
Adar Bays, LLC One [Member] | |||
Shares issued for conversions, conversions | 4,013,559 | ||
Average conversion price, conversions | $ 0.014 | $ 0.014 | |
Adar Bays, LLC One [Member] | Principal [Member] | |||
Beginning balance | $ 55,125 | ||
Conversions | (55,125) | ||
Ending balance | |||
Adar Bays, LLC One [Member] | Debt Discounts [Member] | |||
Beginning balance | (1,467) | ||
Amortization | 56,592 | ||
Discounts originated | (55,125) | ||
Ending balance | |||
Adar Bays, LLC One [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | 53,658 | ||
Conversions | (55,125) | ||
Amortization | 56,592 | ||
Discounts originated | $ (55,125) | ||
Ending balance | |||
Adar Bays, LLC Two [Member] | |||
Shares issued for conversions, conversions | 17,258,513 | ||
Average conversion price, conversions | $ 0.003 | 0.003 | |
Adar Bays, LLC Two [Member] | Principal [Member] | |||
Beginning balance | $ 50,000 | ||
Conversions | $ (50,000) | ||
Discounts originated | |||
Ending balance | |||
Adar Bays, LLC Two [Member] | Debt Discounts [Member] | |||
Amortization | $ 50,000 | ||
Discounts originated | (50,000) | ||
Adar Bays, LLC Two [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | 50,000 | ||
Conversions | (50,000) | ||
Amortization | 50,000 | ||
Discounts originated | $ (50,000) | ||
Ending balance | |||
LG Capital Fund [Member] | |||
Shares issued for conversions, conversions | 10,407,194 | ||
Average conversion price, conversions | $ 0.005 | $ 0.005 | |
LG Capital Fund [Member] | Principal [Member] | |||
Beginning balance | $ 55,125 | ||
Conversions | $ (55,125) | ||
Amortization | |||
Discounts originated | |||
Ending balance | |||
LG Capital Fund [Member] | Debt Discounts [Member] | |||
Beginning balance | $ (1,467) | ||
Conversions | |||
Amortization | $ 56,592 | ||
Discounts originated | $ (55,125) | ||
Ending balance | |||
LG Capital Fund [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | $ 53,658 | ||
Conversions | (55,125) | ||
Amortization | 56,592 | ||
Discounts originated | $ (55,125) | ||
Ending balance | |||
Union Capital One [Member] | Principal [Member] | |||
Beginning balance | $ 54,219 | ||
Reclassification to APIC | $ (54,219) | ||
Ending balance | |||
Union Capital One [Member] | Debt Discounts [Member] | |||
Conversions | |||
Amortization | |||
Discounts originated | |||
Ending balance | |||
Union Capital One [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | $ 54,219 | ||
Reclassification to APIC | $ (54,219) | ||
Ending balance | |||
Union Capital Two[Member] | |||
Shares issued for conversions, conversions | 15,696,678 | ||
Average conversion price, conversions | $ 0.003 | $ 0.003 | |
Union Capital Two[Member] | Principal [Member] | |||
Beginning balance | $ 50,000 | ||
Conversions | $ (50,000) | ||
Discounts originated | |||
Ending balance | |||
Union Capital Two[Member] | Debt Discounts [Member] | |||
Beginning balance | |||
Conversions | |||
Amortization | $ 50,000 | ||
Discounts originated | (50,000) | ||
Ending balance | |||
Union Capital Two[Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | 50,000 | ||
Conversions | 50,000 | ||
Amortization | 50,000 | ||
Discounts originated | $ (50,000) | ||
Ending balance | |||
Union Capital Three [Member] | |||
Shares issued for conversions, conversions | 56,303,322 | ||
Average conversion price, conversions | $ 0.001 | 0.001 | |
Union Capital Three [Member] | Principal [Member] | |||
Beginning balance | |||
Conversions | $ 50,000 | ||
Amortization | |||
Discounts originated | |||
Borrowed | $ 50,000 | ||
Ending balance | |||
Union Capital Three [Member] | Debt Discounts [Member] | |||
Beginning balance | |||
Amortization | $ 50,000 | ||
Discounts originated | $ (50,000) | ||
Borrowed | |||
Ending balance | |||
Union Capital Three [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | |||
Conversions | $ (50,000) | ||
Amortization | 50,000 | ||
Discounts originated | (50,000) | ||
Borrowed | $ 50,000 | ||
Ending balance | |||
Typenex Note [Member] | |||
Shares issued for conversions, conversions | 51,832,997 | ||
Average conversion price, conversions | $ 0.002 | $ 0.002 | |
Typenex Note [Member] | Principal [Member] | |||
Beginning balance | $ 203,750 | ||
Conversions | $ (79,128) | ||
Amortization | |||
Ending balance | $ 124,622 | $ 124,622 | |
Typenex Note [Member] | Debt Discounts [Member] | |||
Beginning balance | $ (162,520) | ||
Conversions | |||
Amortization | $ 113,528 | ||
Ending balance | (48,992) | (48,992) | |
Typenex Note [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | 41,230 | ||
Conversions | (79,128) | ||
Amortization | 113,528 | ||
Ending balance | $ 75,630 | $ 75,630 | |
JSJ Investments [Member] | |||
Shares issued for conversions, conversions | 61,651,357 | ||
Average conversion price, conversions | $ 0.001 | $ 0.001 | |
JSJ Investments [Member] | Principal [Member] | |||
Beginning balance | $ 100,000 | ||
Conversions | $ (51,169) | ||
Amortization | |||
Ending balance | $ 48,831 | $ 48,831 | |
JSJ Investments [Member] | Debt Discounts [Member] | |||
Beginning balance | $ (72,268) | ||
Conversions | |||
Amortization | $ 72,268 | ||
Ending balance | |||
JSJ Investments [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | $ 27,732 | ||
Conversions | (51,169) | ||
Amortization | 72,268 | ||
Ending balance | $ 48,831 | $ 48,831 | |
Mulhearn Note [Member] | |||
Shares issued for conversions, conversions | 6,000,000 | ||
Average conversion price, conversions | $ 0.008 | $ 0.008 | |
Mulhearn Note [Member] | Principal [Member] | |||
Conversions | $ (50,000) | ||
Amortization | |||
Discounts originated | |||
Reclassification to APIC | $ 50,000 | ||
Ending balance | |||
Mulhearn Note [Member] | Debt Discounts [Member] | |||
Conversions | |||
Amortization | $ 50,000 | ||
Discounts originated | $ (50,000) | ||
Reclassification to APIC | |||
Ending balance | |||
Mulhearn Note [Member] | Principal Net Of Discounts [Member] | |||
Conversions | $ (50,000) | ||
Amortization | 50,000 | ||
Discounts originated | (50,000) | ||
Reclassification to APIC | $ 50,000 | ||
Ending balance | |||
EMA Financial [Member] | |||
Average conversion price, conversions | $ 0.0075 | ||
Conversions | $ 125,000 | ||
EMA Financial [Member] | Principal [Member] | |||
Beginning balance | |||
Conversions | $ 125,000 | ||
Ending balance | $ 125,000 | $ 125,000 | |
EMA Financial [Member] | Debt Discounts [Member] | |||
Beginning balance | |||
Conversions | |||
Amortization | $ 50,545 | ||
Discounts originated | (125,000) | ||
Ending balance | $ (74,455) | (74,455) | |
EMA Financial [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | |||
Conversions | $ 125,000 | ||
Amortization | 50,545 | ||
Discounts originated | (125,000) | ||
Ending balance | $ 50,545 | 50,545 | |
Old Main Capital [Member] | Principal [Member] | |||
Beginning balance | |||
Amortization | |||
Discounts originated | |||
Borrowed | $ 256,250 | ||
Ending balance | $ 256,250 | 256,250 | |
Old Main Capital [Member] | Debt Discounts [Member] | |||
Beginning balance | |||
Amortization | $ 226 | ||
Discounts originated | $ (6,250) | ||
Borrowed | |||
Ending balance | $ (6,024) | (6,024) | |
Old Main Capital [Member] | Principal Net Of Discounts [Member] | |||
Beginning balance | |||
Amortization | $ 226 | ||
Discounts originated | (6,250) | ||
Borrowed | 256,250 | ||
Ending balance | 250,226 | 250,226 | |
TCA Debenture [Member] | |||
Loss on extinguishment of debt | (1,786,265) | ||
TCA Debenture [Member] | Principal [Member] | |||
Loss on extinguishment of debt | 547,397 | ||
Reclassification to APIC | 97,103 | ||
Borrowed | 1,900,000 | ||
Ending balance | 2,544,500 | 2,544,500 | |
TCA Debenture [Member] | Debt Discounts [Member] | |||
Amortization | 418,327 | ||
Loss on extinguishment of debt | 1,693,714 | ||
Discounts originated | (4,444,500) | ||
Ending balance | (2,332,459) | (2,332,459) | |
TCA Debenture [Member] | Principal Net Of Discounts [Member] | |||
Amortization | 418,327 | ||
Loss on extinguishment of debt | 2,241,111 | ||
Discounts originated | (4,444,500) | ||
Reclassification to APIC | 97,103 | ||
Borrowed | 1,900,000 | ||
Ending balance | $ 212,041 | $ 212,041 |
Convertible Notes - Schedule 51
Convertible Notes - Schedule of Conversion Feature Derivative Liability (Details) - Scenario Unspecified Domain - USD ($) | May. 12, 2014 | Dec. 31, 2014 | May. 31, 2015 | May. 31, 2015 |
Change in the fair value of derivative liabilities | $ (2,916,979) | |||
Reclassification to APIC due to conversion of related notes | (1,520,273) | |||
Gain on settlement of derivative liability due to repayment of related notes | (38,170) | |||
Debt discounts originated during the period | 4,872,250 | |||
Gain on extinguishment of debt | $ (1,786,265) | |||
Panache Capital Llc [Member] | ||||
Beginning balance | $ 206,771 | |||
Change in the fair value of derivative liabilities | 182,480 | |||
Reclassification to APIC due to conversion of related notes | (351,081) | |||
Gain on settlement of derivative liability due to repayment of related notes | $ (38,170) | |||
Ending balance | ||||
Adar Bays, LLC One [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 31,864 | |||
Reclassification to APIC due to conversion of related notes | (86,989) | |||
Debt discounts originated during the period | $ 55,125 | |||
Ending balance | ||||
Adar Bays, LLC Two [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 49,798 | |||
Reclassification to APIC due to conversion of related notes | (99,798) | |||
Debt discounts originated during the period | $ 50,000 | |||
Ending balance | ||||
LG Capital Fund [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 59,544 | |||
Reclassification to APIC due to conversion of related notes | (114,669) | |||
Debt discounts originated during the period | $ 55,125 | |||
Loss on derivatives | $ 57,952 | |||
Ending balance | ||||
Union Capital One [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 31,163 | |||
Reclassification to APIC due to conversion of related notes | (81,163) | |||
Debt discounts originated during the period | $ 50,000 | |||
Ending balance | ||||
Union Capital Two[Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 206,266 | |||
Reclassification to APIC due to conversion of related notes | (253,766) | |||
Debt discounts originated during the period | $ 47,500 | |||
Ending balance | ||||
Typenex Note [Member] | ||||
Beginning balance | $ 355,639 | |||
Change in the fair value of derivative liabilities | 255,291 | |||
Reclassification to APIC due to conversion of related notes | (321,602) | |||
Ending balance | 289,328 | $ 289,328 | ||
Typenex Note [Member] | Warrant [Member] | ||||
Beginning balance | $ 100,313 | |||
Change in the fair value of derivative liabilities | ||||
Reclassification to APIC due to conversion of related notes | ||||
Ending balance | $ 100,313 | 100,313 | ||
Typenex Note [Member] | Conversion Feature [Member] | ||||
Beginning balance | 255,326 | |||
Change in the fair value of derivative liabilities | 255,291 | |||
Reclassification to APIC due to conversion of related notes | (321,602) | |||
Ending balance | 189,015 | 189,015 | ||
JSJ Investments [Member] | ||||
Beginning balance | 135,190 | |||
Change in the fair value of derivative liabilities | 65,573 | |||
Reclassification to APIC due to conversion of related notes | (121,523) | |||
Ending balance | $ 79,240 | $ 79,240 | ||
Mulhearn Note [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 39,681 | |||
Reclassification to APIC due to conversion of related notes | (89,681) | |||
Debt discounts originated during the period | $ 50,000 | |||
Ending balance | ||||
EMA Financial [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 101,428 | |||
Debt discounts originated during the period | 120,000 | |||
Loss on derivatives | $ 58,571 | |||
Ending balance | $ 221,428 | $ 221,428 | ||
TCA Debenture [Member] | ||||
Beginning balance | ||||
Change in the fair value of derivative liabilities | $ 821,743 | |||
Debt discounts originated during the period | 444,500 | |||
Gain on extinguishment of debt | (1,786,265) | |||
Ending balance | $ 3,479,978 | $ 3,479,978 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - Derivative Contract Type Domain - USD ($) | May. 01, 2014 | Mar. 13, 2014 | Dec. 12, 2013 | May. 31, 2015 | May. 31, 2015 | Aug. 31, 2014 | Sep. 15, 2014 | Jul. 10, 2014 | May. 01, 2013 |
Debt instrument face amount | $ 100,000 | ||||||||
Percentage of interest rate on promissory note | 3.00% | 15.00% | |||||||
Percentage of interest rate on promissory note on post due | 1.20% | ||||||||
Exchange of cash consideration amount | $ 307,000 | ||||||||
Debt maturity date | Jan. 12, 2014 | ||||||||
Issuance of warrants to purchase of common stock | 200,000 | ||||||||
Warrants exercisable price | $ 0.50 | ||||||||
Investors [Member] | |||||||||
Proceeds from issuance of private investors | $ 50,000 | ||||||||
Debt maturity date | Mar. 12, 2015 | ||||||||
Amortization of debt discount | $ 50,000 | ||||||||
May Investor Note [Member] | |||||||||
Debt instrument face amount | $ 10,000 | ||||||||
Percentage of interest rate on promissory note | 12.00% | ||||||||
May 1, 2013 Note [Member] | |||||||||
Debt instrument face amount | $ 15,000 | ||||||||
Percentage of interest rate on promissory note | 12.00% | ||||||||
Note outstanding balance | $ 0 | 0 | |||||||
Exchange of cash consideration amount | $ 10,000 | ||||||||
Debt maturity date | Aug. 1, 2014 | ||||||||
Amortization of debt discount | $ 5,000 | ||||||||
Issuance of warrants to purchase of common stock | 160,000 | ||||||||
March 13, 2014 Note [Member] | |||||||||
Amortization of debt discount | 38,576 | ||||||||
Mulhearn Note [Member] | |||||||||
Due to related party | $ 68,000 | $ 68,000 | |||||||
Unsecured promissory | $ 339,612 | ||||||||
Due from related parties | $ 125,000 | ||||||||
Promissory Note One [Member] | Kevin Mulhearn [Member] | |||||||||
Debt maturity date | Jan. 31, 2019 | ||||||||
Issuance of warrants to purchase of common stock | 9,333,333 | ||||||||
Debt instrument description | Payments made prior to September 1, 2014 were to be applied to the outstanding balance by the payment amount multiplied by 2. Any payments made between September 1, 2014 and December 31, 2014 would be applied to the outstanding balance by the payment amount multiplied by 1.75. Any payments made between January 1, 2015 and March 31, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.5. Any payments made between April 1, 2015 and June 30, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.25; and any payments made after June 30, 2015 were to be applied to the outstanding balance without a multiplier. | ||||||||
Promissory Notes [Member] | Kevin Mulhearn [Member] | |||||||||
Class of warrant outstanding | 4,333,333 | 4,333,333 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Mulhearn Note [Member] | ||
Promissory notes | $ 57,000 | |
Note Discounts [Member] | ||
Promissory notes | ||
Less: current portion | ||
Promissory notes, non-current | ||
Promissory Notes Net of Discounts [Member] | ||
Promissory notes | $ 177,000 | |
Less: current portion | $ (177,000) | |
Promissory notes, non-current | ||
Mulhearn Note [Member] | ||
Promissory notes | ||
Less: current portion | ||
Mulhearn Note [Member] | Note Discounts [Member] | ||
Promissory notes | ||
Mulhearn Note [Member] | Promissory Notes Net of Discounts [Member] | ||
Promissory notes | $ 57,000 | |
December 12, 2013 Note [Member] | ||
Promissory notes | $ 5,000 | |
Less: current portion | ||
December 12, 2013 Note [Member] | Note Discounts [Member] | ||
Promissory notes | ||
December 12, 2013 Note [Member] | Promissory Notes Net of Discounts [Member] | ||
Promissory notes | $ 5,000 | |
March 13, 2014 Note [Member] | ||
Promissory notes | $ 100,000 | |
Less: current portion | ||
March 13, 2014 Note [Member] | Note Discounts [Member] | ||
Promissory notes | ||
March 13, 2014 Note [Member] | Promissory Notes Net of Discounts [Member] | ||
Promissory notes | $ 100,000 | |
May 1, 2014 Note [Member] | ||
Promissory notes | $ 15,000 | |
Less: current portion | ||
May 1, 2014 Note [Member] | Note Discounts [Member] | ||
Promissory notes | ||
May 1, 2014 Note [Member] | Promissory Notes Net of Discounts [Member] | ||
Promissory notes | $ 15,000 | |
Successor [Member] | ||
Promissory notes | 177,000 | |
Less: current portion | $ (177,000) | |
Promissory notes, non-current | ||
Predecessor [Member] | ||
Promissory notes | ||
Less: current portion | ||
Promissory notes, non-current |
Promissory Notes - Schedule o54
Promissory Notes - Schedule of Warrant Derivative Liability (Details) - Scenario Unspecified Domain - USD ($) | 7 Months Ended | 9 Months Ended |
May. 31, 2015 | May. 31, 2015 | |
Change in the fair value of derivative liabilities | $ (2,916,979) | |
Mulhearn Note [Member] | ||
Change in the fair value of derivative liabilities | $ 39,681 | |
Warrant Liabilty [Member] | Mulhearn Note [Member] | ||
Beginning balance | 43,333 | |
Change in the fair value of derivative liabilities | (3,033) | |
Ending balance | 40,300 | 40,300 |
March 13, 2014 Note [Member] | Warrant Liabilty [Member] | ||
Beginning balance | 2,000 | |
Change in the fair value of derivative liabilities | (140) | |
Ending balance | 1,860 | 1,860 |
May 1, 2014 Note [Member] | Warrant Liabilty [Member] | ||
Beginning balance | 1,600 | |
Change in the fair value of derivative liabilities | (122) | |
Ending balance | $ 1,488 | $ 1,488 |
Promissory Notes with Related55
Promissory Notes with Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |||||||
May. 31, 2015 | Aug. 31, 2014 | Mar. 13, 2014 | Dec. 12, 2013 | May. 28, 2013 | May. 13, 2013 | Apr. 15, 2013 | Aug. 08, 2011 | |
Debt instrument principal amount | $ 100,000 | |||||||
Percentage of interest rate on promissory note | 3.00% | 15.00% | ||||||
Debt discount | $ (2,461,926) | |||||||
Proceeds from related party | 20,000 | |||||||
Repayment to related party | 27,500 | |||||||
Outstanding balance due to related party | 0 | |||||||
Note One [Member] | ||||||||
Debt instrument principal amount | $ 24,000 | |||||||
Percentage of interest rate on promissory note | 8.00% | |||||||
Notes payable | 24,000 | |||||||
Note Two [Member] | ||||||||
Debt instrument principal amount | $ 6,000 | |||||||
Percentage of interest rate on promissory note | 12.00% | |||||||
Notes payable | 6,000 | |||||||
Note Three [Member] | ||||||||
Debt instrument principal amount | $ 20,000 | |||||||
Notes payable | 20,000 | |||||||
Debt discount | 0 | |||||||
Note Three [Member] | Minimum [Member] | ||||||||
Percentage of interest rate on promissory note | 12.00% | |||||||
Note Three [Member] | Maximum [Member] | ||||||||
Percentage of interest rate on promissory note | 15.00% | |||||||
Demand Note [Member] | ||||||||
Debt instrument principal amount | $ 50,000 | |||||||
Percentage of interest rate on promissory note | 12.00% | |||||||
Notes payable | $ 50,000 | |||||||
Debt accrued interest rate after the due date | 16.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | May. 31, 2015USD ($) |
Successor [Member] | |
Fair value of derivative liabilities | $ 3,915 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Instruments (Details) - USD ($) | 9 Months Ended |
May. 31, 2015 | |
Derivative Liability [Abstract] | |
Derivative liabilities, beginning | $ 1,349,994 |
Debt discounts originated during the period | 4,872,250 |
Gain on extinguishment of debt | (1,786,265) |
Reclassification to APIC due to conversion of related notes | (1,520,273) |
Change in fair value of derivative liabilities | 2,916,979 |
Gain on settlement of derivative liability due to repayment of related notes | (38,170) |
Derivative liabilities, ending | $ 5,794,515 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Oct. 22, 2014 | Dec. 31, 2014 | May. 31, 2015 | May. 31, 2015 | Feb. 13, 2015 |
Stock based compensation expense | $ 531,259 | ||||
Equity issuance price per share | $ 0.15 | ||||
Common stock issued for cash, shares | 29,098,715 | ||||
Common stock issued for cash, value | $ 307,000 | ||||
Restricted Stock [Member] | |||||
Convertible debt | $ 73,807 | $ 73,807 | |||
EMA Financial [Member] | |||||
Number of common shares cancelled upon conversion of debt | 19,000,000 | ||||
Conversion of convertible debt principal amount | $ 125,000 | ||||
Restricted Stock [Member] | |||||
Conversion of convertible debt principal amount | $ 544,097 | ||||
Conversion of stock share converted | 275,149,757 | ||||
Restricted Stock [Member] | Securities Purchase Agreement [Member] | |||||
Common stock issued for cash, shares | 29,098,715 | ||||
Common stock issued for cash, value | $ 307,000 | ||||
Outside Parties [Member] | Restricted Stock [Member] | |||||
Common stock issued for services | $ 38,791 | ||||
Common stock issued for services, shares | 5,844,685 | ||||
Employees [Member] | |||||
Issuance of restricted common stock, shares | 800,000 | ||||
Issuance of restricted common stock | $ 1,520 | ||||
TCA Debenture [Member] | Outside Parties [Member] | Restricted Stock [Member] | |||||
Common stock issued for services | $ 223,500 | ||||
Common stock issued for services, shares | 15,284,916 | ||||
Current Officers [Member] | |||||
Issuance of restricted common stock, shares | 30,150,000 | ||||
Issuance of restricted common stock | $ 843,195 | ||||
Reclassified shares of common stock | 400,000 | ||||
Amount of common stock shares | $ 23,000 | ||||
Minimum [Member] | June 1, 2015 [Member] | |||||
Increase in number of shares authorized | 649,000,000 | 649,000,000 | |||
Maximum [Member] | June 1, 2015 [Member] | |||||
Increase in number of shares authorized | 1,947,000,000 | 1,947,000,000 | |||
Series A Preferred Stock [Member] | |||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Percentage of outstanding voting capital | 50.10% | 50.10% |
Capital Stock - Summary of Comm
Capital Stock - Summary of Common Stock Activity (Details) - 7 months ended May. 31, 2015 - USD ($) | Total |
Equity [Abstract] | |
Employee compensation | $ 844,715 |
Employee compensation, shares | 3,095,000 |
Reclassification for unissued shares to employees | $ (23,000) |
Reclassification for unissued shares to employees, shares | (400,000) |
Services from outside parties | $ 38,791 |
Services from outside parties, shares | 5,844,685 |
Acquisition advisory services | $ 223,500 |
Acquisition advisory services, shares | 15,284,916 |
Issuances for cash | $ 307,000 |
Issuances for cash, shares | 29,098,715 |
Cancellation of shares for equity to debt conversion | $ (120,000) |
Cancellation of shares for equity to debt conversion, shares | (19,000,000) |
Conversions of debt and accrued interest | $ 648,467 |
Conversions of debt and accrued interest, shares | 275,149,757 |
Total amount | $ 1,919,473 |
Total shares | 336,928,073 |
Capital Stock - Schedule of Com
Capital Stock - Schedule of Common Shares Payable (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Shares due to payable | 26,850,000 | |
Common shares payable | $ 760,220 | |
Share Due To Employees [Member] | ||
Shares due to payable | 23,900,000 | |
Common shares payable | $ 725,450 | |
Share Due To Debtholders [Member] | ||
Shares due to payable | 2,500,000 | |
Common shares payable | $ 25,000 | |
Share Due To Consultants [Member] | ||
Shares due to payable | 450,000 | |
Common shares payable | $ 9,770 |
Stock Warrants and Options (Det
Stock Warrants and Options (Details Narrative) - USD ($) | Mar. 11, 2015 | May. 31, 2015 |
Aggregate intrinsic value outstanding | $ 52,018 | |
Consultant [Member] | ||
Warrants granted | 20,000,000 |
Stock Warrants and Options - Sc
Stock Warrants and Options - Schedule of Stock Warrants Activity (Details) - 7 months ended May. 31, 2015 - Warrant [Member] - $ / shares | Total |
Number of Warrants outstanding, Beginning balance | 10,357,333 |
Number of Warrants, granted | 1,413,999 |
Number of Warrants. exercised | |
Number of Warrants, expired or forfeited | |
Number of Warrants outstanding, Ending balance | 11,771,332 |
Number of Warrants Exercisable | 11,771,332 |
Weighted Average Exercise Price, Outstanding, Beginning | |
Weighted Average Exercise Price, Warrants granted | $ 0.137 |
Weighted Average Exercise Price, Warrant exercised | |
Weighted Average Exercise Price, Warrants expired or forfeited | |
Weighted Average Exercise Price, Outstanding, Ending | $ 0.017 |
Weighted Average Exercise Price, Exercisable | $ 0.017 |
Stock Warrants and Options - 63
Stock Warrants and Options - Schedule of Information Regarding Stock Options (Details) - May. 31, 2015 - Successor [Member] - $ / shares | Total |
Exercise Price Per Share lower limit | $ 0 |
Exercise PricePer Share Upper limit | $ 0.07 |
Number of Shares Outstanding | 11,771,332 |
Weighted Average Remaining Contractual Life (Years) | 1 year 3 months 7 days |
Weighted Average Exercise Price | $ 0.017 |
Number of Shares Exercisable | 11,771,332 |
Weighted Average Exercise Price | $ 0.007 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May. 15, 2015 | Dec. 01, 2014 | Nov. 11, 2014 | Sep. 15, 2014 | May. 24, 2013 | May. 15, 2013 | Apr. 13, 2013 | Aug. 07, 2011 |
Litigation settlement interest | $ 77,000 | |||||||
Payment of litigation settlement | $ 20,000 | $ 10,000 | ||||||
Joint Venture Agreement [Member] | ||||||||
Payment of litigation settlement | $ 1,000,000 | |||||||
Common stock fair value | $ 11,700 | |||||||
Mr.Moscowitz [Member] | ||||||||
Litigation settlement amount | 62,000 | |||||||
Payment of litigation settlement | $ 23,675 | |||||||
Lou Ross Holdings Llc [Member] | ||||||||
Litigation settlement amount | 10,000 | |||||||
Mr.Moscowitz and Lou Ross Holdings, LLC [Member] | ||||||||
Payment of litigation settlement | $ 72,000 | |||||||
Mr.Moscowitz [Member] | ||||||||
Litigation settlement amount | $ 30,000 | |||||||
Litigation settlement interest | $ 50,000 | $ 6,000 | $ 24,000 | |||||
Percentage of litigation interest rate | 12.00% | |||||||
Lou Ross Holdings Llc [Member] | ||||||||
Litigation settlement interest | $ 10,000 | |||||||
Percentage of litigation interest rate | 12.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Percentage of deferred tax assets valuation allowance | 100.00% | |
Successor [Member] | ||
Net operating loss carry forwards | $ 9,489,541 | |
Predecessor [Member] | ||
Net operating loss carry forwards | $ 0 | |
GGH Transaction [Member] | ||
Business acquisition non-deductible goodwill amount | 594,322 | 594,322 |
Intangible assets | $ 100,000 | $ 100,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Successor [Member] | ||
Net operating losses | $ 3,321,339 | |
Valuation allowance | $ (3,321,339) | |
Net deferred tax assets | ||
Predecessor [Member] | ||
Net operating losses | ||
Valuation allowance | ||
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 02, 2015 | Jul. 01, 2015 | Jun. 02, 2015 | May. 31, 2015 | May. 15, 2015 | Jul. 10, 2015 | Jul. 15, 2015 | Jun. 22, 2015 | Jun. 14, 2015 | Jun. 01, 2015 | Aug. 31, 2014 | Jun. 26, 2014 | Mar. 13, 2014 |
Convertable debt discount amount | $ (2,461,926) | ||||||||||||
Debt instrument principal amount | $ 100,000 | ||||||||||||
Debt instrument interest rate discription | Interest on the notes will accrue in the amount of 10% of the outstanding principal amount, and the term of each note is one year from the date of issuance. Each note is convertible into shares of the Companyâs common stock any time after four months from the date of issuance of each respective note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Companyâs common stock during the prior fifteen trading days. In the event of default of a note, the Company may be required to convert all or part of the respective note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Companyâs common stock during the prior twenty trading days. | ||||||||||||
Precentage of amount expected to be raised through the subequent financing | 100.00% | ||||||||||||
Convertible promissory note | $ 637,277 | ||||||||||||
Redwood Capital [Member] | |||||||||||||
Convertible debt | $ 2,870,000 | ||||||||||||
Redwood Capital [Member] | Eleventh and Twelfth Tranches [Member] | |||||||||||||
Debt instrument principal amount | $ 350,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Number of common stock issued upon conversion | 333,342,240 | ||||||||||||
Conversion of principle amount of debt | $ 484,724 | ||||||||||||
Number of shares issued during period for employees bonuses | 11,000,000 | ||||||||||||
During period issued shares for employees bonuses, value | $ 92,400 | ||||||||||||
Stock issued during period for services shares | 34,493,472 | ||||||||||||
Stock issued during period for services value | $ 321,841 | ||||||||||||
Subsequent Event [Member] | March 13, 2014 Note [Member] | |||||||||||||
Convertible promissory note | $ 100,000 | ||||||||||||
Subsequent Event [Member] | Redwood Capital [Member] | |||||||||||||
Convertible debt | $ 2,870,000 | ||||||||||||
Convertable debt discount amount | 70,000 | ||||||||||||
Proceeds from issueance of debt | $ 2,800,000 | ||||||||||||
Debt instrument principal amount | $ 75,000 | $ 300,000 | $ 75,000 | ||||||||||
Subsequent Event [Member] | TCA [Member] | |||||||||||||
Debt instrument principal amount | $ 2,544,500 | $ 375,000 | |||||||||||
Debt purchase agreement discription | The debt will be purchased by Redwood in 10 tranches beginning on June 1, 2015 and then subsequently every 20 days until the entire principal amount has been purchased. | ||||||||||||
Convertible promissory note | $ 352,739 | ||||||||||||
Subsequent Event [Member] | Mulhearn Note [Member] | |||||||||||||
Convertible promissory note | $ 42,000 | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Stock issued during period restricted common stock, shares | 840,336 | 80,000 | |||||||||||
Stock issued during period restricted common stock, value | $ 30,000 | ||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||
Increase in number of shares authorized | 649,000,000 | ||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||
Increase in number of shares authorized | 1,947,000,000 |