Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Feb. 28, 2014 | |
Document and Entity Information | ||
Entity Registrant Name | DOMINOVAS ENERGY CORPORATION | |
Entity Trading Symbol | DNRG | |
Document Type | 10-K | |
Document Period End Date | Aug. 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,343,254 | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 173,525,485 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 10,146,400 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Current assets | ||
Cash | $ 64,157 | $ 5,096 |
Prepaids | 0 | 16,531 |
TOTAL CURRENT ASSETS | 64,157 | 21,627 |
Prepaids - non current | 15,410 | 15,410 |
TOTAL ASSETS | 79,567 | 37,037 |
Current liabilities | ||
Accounts payable | 443,310 | 215,727 |
Accrued liabilities | 577,576 | 229,038 |
Convertible debt | 627,349 | 0 |
Notes payable | 75,000 | 50,000 |
TOTAL CURRENT LIABILITIES | 1,723,235 | 494,765 |
Lease inducement | 72,821 | 51,640 |
Total liabilities | 1,796,056 | 546,405 |
Stockholders' deficit | ||
Common stock $0.001 par value, 700,000,000 common shares authorized, 169,106,668 issued and outstanding at August 31, 2015 and 90,527,200 at August 31, 2014 | 169,104 | 90,525 |
Additional paid in capital | 11,931,347 | 5,955,334 |
Accumulated deficit | (13,816,940) | (6,555,227) |
TOTAL STOCKHOLDERS' DEFICIT | (1,716,489) | (509,368) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 79,567 | $ 37,037 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Aug. 31, 2015 | Aug. 31, 2014 |
Parentheticals | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 700,000,000 | 700,000,000 |
Common Stock, shares issued | 169,106,668 | 90,527,200 |
Common Stock, shares outstanding | 169,106,668 | 90,527,200 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
EXPENSES | ||
Advertising and marketing | $ 16,510 | $ 4,540 |
Audit and accounting fees | 18,324 | 60,120 |
Consulting fees | 198,250 | 43,750 |
Directors' fees | 0 | 25,000 |
Financing fees | 37,500 | 0 |
Foreign exchange loss | 0 | 4,087 |
Interest expense | 8,098 | 16,712 |
Investor communications and transfer agent | 36,090 | 11,711 |
Legal fees | 65,950 | 208,659 |
Office and general administration | 285,875 | 101,812 |
Salaries and management fees | 3,297,365 | 217,000 |
Travel and entertainment | 66,065 | 70,341 |
Loss before other items | (4,030,027) | (763,732) |
OTHER ITEMS | ||
Gain on settlement of debt | 0 | 140,000 |
Change in fair value of convertible debt | (3,231,686) | 0 |
Write-off of intangible assets | 0 | (513,652) |
Write-off of investments | 0 | (208,788) |
LOSS AND COMPREHENSIVE LOSS | $ (7,261,713) | $ (1,346,172) |
Net loss per share - basic and diluted | $ (0.07) | $ (0.01) |
Weighted average number of shares outstanding - basic and diluted | 100,298,324 | 92,748,439 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock Number of Shares | Common Stock Amount | Additional Paid-in Capital | Obligation to Issue Shares | Accumulated Deficit | Total |
BALANCE at Aug. 31, 2013 | 33,944,068 | 33,942 | 150,000 | 4,818,940 | (5,359,055) | (356,173) |
Stock issued for cash | 4,828,866 | 4,829 | 0 | 169,988 | 0 | 174,817 |
Stock issued under debt conversion | 3,000,000 | 3,000 | 0 | 72,000 | 0 | 75,000 |
Stock issued for services | 4,250,000 | 4,250 | 0 | 38,250 | 0 | 42,500 |
Stock issued for acquisition of Pro Eco | 4,000,000 | 4,000 | 0 | 194,788 | 0 | 198,788 |
Cancellation of stock | (4,495,734) | (4,496) | 0 | 4,496 | 0 | 0 |
Forgiveness of obligation to issue stock | $ 0 | $ (150,000) | $ 0 | $ 150,000 | $ 0 | |
Stock issued for acquisition of Dominovas Energy LLC | 45,000,000 | 45,000 | 0 | 405,000 | 0 | 450,000 |
Gain on forgiveness of related party debt | $ 0 | $ 0 | $ 251,872 | $ 0 | $ 251,872 | |
Net loss | $ 0 | $ 0 | $ 0 | $ (1,346,172) | $ (1,346,172) | |
BALANCE at Aug. 31, 2014 | 90,527,200 | 90,525 | 0 | 5,955,334 | (6,555,227) | (509,368) |
Stock issued for cash | 2,564,989 | 2,565 | 0 | 72,092 | 0 | 74,657 |
Stock issued under debt conversion | 44,314,479 | 44,314 | 0 | 3,100,621 | 0 | 3,144,935 |
Stock issued for services | 31,700,000 | 31,700 | 0 | 2,803,300 | 0 | 2,835,000 |
Net loss | $ 0 | $ 0 | $ 0 | $ (7,261,713) | $ (7,261,713) | |
BALANCE at Aug. 31, 2015 | 169,106,668 | 169,104 | 0 | 11,931,347 | (13,816,940) | (1,716,489) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Cash flows used in operating activities | ||
Net loss | $ (7,261,713) | $ (1,346,172) |
Non-cash items | ||
Financing costs | 37,500 | 0 |
Interest Expense | 8,098 | 11,711 |
Lease inducement | 21,181 | 51,640 |
Gain on settlement of debt | 0 | (140,000) |
Change in fair value of convertible debt | 3,231,686 | 0 |
Stock and convertible debt issued for services | 3,000,000 | 42,500 |
Write-down of investment | 0 | 208,788 |
Write-off of intangible asset | 0 | 513,652 |
Changes in operating assets and liabilities | ||
Prepaids | 16,531 | (28,785) |
Accounts payable and accrued liabilities | 576,121 | 477,021 |
Net cash used in operating activities | (370,596) | (209,645) |
Cash flows from financing activities | ||
Repayment of bank overdraft | 0 | (76) |
Convertible debt | 330,000 | 0 |
Notes payable | 25,000 | 50,000 |
Issuance of common stock | 74,657 | 174,817 |
Net cash provided by financing activities | 429,567 | 224,741 |
Cash flows used in investing activities | ||
Investment in Pro Eco | 0 | (10,000) |
Net cash used in investing activities | 0 | (10,000) |
Net increase in cash | 59,061 | 5,096 |
Cash, beginning | 5,096 | 0 |
Cash, ending | 64,157 | 5,096 |
Non-cash financing and investing activities | ||
Forgiveness of debt | 0 | 140,000 |
Loans converted to common shares | 3,144,935 | 75,000 |
Issuance of stock for acquisition of Dominovas Energy LLC | 0 | 450,000 |
Issuance of stock for acquisition of Pro Eco | $ 0 | $ 198,788 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Aug. 31, 2015 | |
ORGANIZATION AND NATURE OF OPERATIONS | |
ORGANIZATION AND NATURE OF OPERATIONS | 1. ORGANIZATION AND NATURE OF OPERATIONS Dominovas Energy Corporation (the "Company") was incorporated on February 2, 2005 under the laws of the State of Nevada and is in the business of developing fuel cell and alternative energy projects. On November 29, 2013, the Company acquired 41% of Pro Eco Energy Ltd. (Pro Eco) in exchange for 4,000,000 of the Companys common shares. Pro Eco is a private company located in Summerland, B.C, Canada in the business of providing energy efficient heating, ventilation and air conditioning (HVAC) systems for commercial. On December 2, 2013, the Company entered into an agreement to acquire an additional 8.25% of Pro Eco. Subsequent to year end, the Company divested from Pro Eco (Note 3). On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC. (the Subsidiary), which is developing a fuel cell system (Note 9). On February 24, 2014, the Subsidiary changed its name to Dominovas Technologies LLC (Dominovas Technologies). GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2015, the Company has not achieved profitable operations and has accumulated a deficit of $13,816,490. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. These adjustments could be material. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and convertible debt and/or a private placement of common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND CONSOLIDATION The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America and are presented in US dollars. The consolidated financial statements include the accounts of Dominovas Energy Corporation and its wholly-owned subsidiary, Dominovas Technologies. On consolidation, all intercompany balances and transactions are eliminated. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis from making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. FOREIGN CURRENCY TRANSLATION Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as a component of general and administrative expenses on the consolidated statement of operations. FOREIGN CURRENCY TRANSLATION The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in net loss. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURES ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist of cash, accounts payable, notes payable, and convertible debt. Pursuant to ASC 820, the fair value of cash and convertible notes are determined based on "Level 1" inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. INCOME TAXES Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. LOSS PER SHARE Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options, and convertible notes to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options, and convertible notes. RECENT ACCOUNTING PRONOUNCEMENTS The following are recent FASB accounting pronouncements, which may have an impact on the Company's future financial statements: In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
INTEREST IN PRO ECO ENERGY
INTEREST IN PRO ECO ENERGY | 12 Months Ended |
Aug. 31, 2015 | |
INTEREST IN PRO ECO ENERGY | |
INTEREST IN PRO ECO ENERGY | 3. INTEREST IN PRO ECO ENERGY On November 29, 2013, the Company acquired 41% of Pro Eco in exchange for 4,000,000 of the common shares with a fair value of $198,788 (Note 5). On December 2, 2013, the Company entered into an agreement with Enertopia Corp. ("Enertopia") to acquire an additional 8.25% of Pro Eco in exchange for $40,000 (unpaid). The Company was accounting for the investment using the cost method as the Company is not able to exercise significant influence over Pro Eco. During the year ended August 31, 2014, the Company reduced the carrying value of the investment to $Nil and, subsequent to August 31, 2015, management divested of Pro Eco Energy. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Aug. 31, 2015 | |
CONVERTIBLE DEBT | |
CONVERTIBLE DEBT | 4. CONVERTIBLE DEBT The following transactions occurred during the year ended August 31, 2015: a) On October 27, 2014, the Company issued a convertible note in the amount of $165,000 in exchange for consulting services rendered. The note is non-interest bearing, due on October 27, 2015, and is unsecured. The loan may be converted into the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after April 28, 2015. During the year ended August 31, 2015, $106,650 was converted into 43,314,479 common shares of the Company. As at August 31, 2015, the principal remaining of this note was $58,250 with a fair value of $128,806. b) On March 19, 2015, the Company entered into an agreement for two convertible notes in the amount of $26,500 each. The first note was issued in March 2015, for proceeds of $25,000 (net of $1,500 of financing fees), bears interest at 8%, and is due on March 19, 2016. The second note was paid for by the issuance of an offsetting $26,500 secured note issued to the Company. The second $26,500 note was issued and received in cash on November 13, 2015. The lender may convert the entire loan amount into shares of the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time. The first note is convertible into shares after the second note has been received by the Company. The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 118% of principal plus accrued interest 31 60 days 124% of principal plus accrued interest 61 90 days 130% of principal plus accrued interest 91 120 days 136% of principal plus accrued interest 121 150 days 142% of principal plus accrued interest 151 180 days 148% of principal plus accrued interest During the year ended August 31, 2015, $958 of interest was accrued on this loan. The fair value of the loan as at August 31, 2015, determined based on the amount the Company would settle the note by prepayment, was $40,178. Subsequent to year end, the Company issued 1,214,681 common stock on conversion of $26,500 of principal and $1,241 of accrued interest. c) On April 30, 2015, the Company issued a convertible unsecured note in the amount of $62,000 and a $7,000 financing fee was incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on January 30, 2016. During the year ended August 31, 2015, $2,507 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $92,407. Subsequent to year end, the Company issued 3,204,136 common stock on conversion of $62,000 of principal convertible debt. d) On June 10, 2015, the Company issued a convertible unsecured note in the amount of $58,000 and a $8,000 financing fee was accrued with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on March 10, 2016. During the year ended August 31, 2015, $1,565 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $79,865. e) On July 6, 2015, the Company issued a convertible unsecured note in the amount of $85,500. $10,500 financing fees has been incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on April 6, 2016. During the year ended August 31, 2015, $1,574 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $112,724. f) On July 10, 2015, the Company issued a convertible unsecured note in the amount of $85,500. $10,500 financing fee was incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on May 10, 2016. During the year ended August 31, 2015, $590 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $107,465. The Company may prepay the loans c) f) above up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest The loans c) f) above may be converted into shares of the Company's common stock, at a conversion price for each share equal to the average of the three lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after each respective maturity date. As the value of the shares under the conversion option is greater than the face value of the debt, the Company has recognized the lesser of the amount if it can settle the note by prepayment and the value of the shares issuable on conversion. g) On June 30, 2015, the Company issued a convertible unsecured note in the amount of $50,000. The note carries an interest rate of 10% (18% default rate), and is due on March 26, 2016. The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 60 days 125% of principal plus accrued interest 61 120 days 130% of principal plus accrued interest 121 180 days 135% of principal plus accrued interest The lender may convert the entire loan amount into shares of the Company's common stock, at a conversion price for each share equal to the three (3) lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 65%. During the year ended August 31, 2015, $904 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015, was determined based on the amount the Company would settle the note by prepayment, was $65,904. The following transactions occurred during the year ended August 31, 2014: On May 22, 2013, the Company entered into an agreement whereby a convertible debenture (the Debenture"), in the amount of $140,000, was issued. On February 11, 2014, the Debenture holder agreed to cancel the Debenture and waived any and all obligation of the Company to pay the debenture or issue the shares. As a result, a gain on the forgiveness of the debenture of $140,000 and a charge against deficit on the forgiveness of the obligation to issue shares of $150,000 has been recognized for the year ended August 31, 2014. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Aug. 31, 2015 | |
COMMON STOCK | |
COMMON STOCK | 5. COMMON STOCK Authorized: 700,000,000 common shares. Issued and outstanding: 169,106,688 common shares. On August 14, 2015, the Board of Directors of the Company (Board of Directors) approved an increase in Authorized shares to 700,000,000 shares from 200,000,000 shares and the Preferred Stock Amendment (collectively the Actions), recommending to the majority shareholders that they approve the Actions. On August 14, 2015, the majority shareholders approved the Actions. The Company has a stock option plan (the 2010 Plan) allowing the Company's directors to grant up to 5,000,000 stock options. The 2010 Plan allows the Company to grant options to its officers, directors and employees. In addition, the Company may grant options to individuals who act as consultants to the Company. Pursuant to the terms and conditions of the 2010 Plan, the exercise price for the stock options must be no less than: 100% of the fair market value of the common stock on the date of grant for participants that hold less than 10% of the Company's outstanding common stock; and 110% of the fair market value of the common stock on the date of grant for participants that hold 10% or more of the Company's outstanding common stock. Options will vest at the discretion of the plan administrator. As of August 31, 2015 and 2014 no options had been granted. During the year ended August 31, 2015, the Company had the following share transactions: a) Issued 18,100,000 shares to Neal Allen, Chairman and CEO for management fees, valued at $1,629,000; b) Issued 8,500,000 shares to Michael Watkins, COO for management fees, valued at $765,000; c) Issued 4,500,000 shares to Spero Plavoukos, a director of the Company for management fees, valued at $405,000; d) Issued 500,000 shares for corporate finance consulting fees, valued at $30,000; e) Issued 100,000 shares for legal fees, valued at $6,000. f) Issued 126,000 shares at $0.25 per share for gross proceeds of $31,500; g) Issued 80,000 shares at $0.15 per share for gross proceeds of $12,000; h) Issued 6,667 shares at $0.30 per share for gross proceeds of $2,000; i) Issued 8,572 shares at $0.35 per share for gross proceeds of $3,000. j) Issued 2,343,750 shares for gross proceeds of $26,157, valued at $0.01 per share. k) Issued 5,000,000 shares with a fair value of $373,200 to extinguish convertible debt of $16,750; l) Issued 611,177 shares with a fair value of $51,950 to extinguish convertible debt of $12,224; and m) Issued 38,703,302 shares with a fair value of $2,719,785 to extinguish convertible debt of $77,776. During the year ended August 31, 2014, the Company has the following share issuances: a) On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. b) On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. c) On December 1, 2013, the Company issued 2,250,000 shares to directors of the Company for directors fees. The fair value of the shares is $22,500. d) On December 6, 2013, the Company issued 3,016,666 shares at $0.01 per share for gross proceeds of $30,167. e) On December 15, 2013, the Company issued the 4,000,000 shares for the acquisition of 41% of Pro Eco. The estimated fair value of the shares on issuance was $198,788 (Note 3). f) On December 20, 2013, the Company issued 3,000,000 shares to settle debt of $75,000 owing to an officer of the Company and to the President and CEO of the Company. The fair value of the shares was $30,000. The gain on the settlement of the debt of $45,000 has been recorded as additional paid in capital. g) On January 22, 2014, the Company issued 1,285,000 shares at $0.01 per share for gross proceeds of $12,850. h) On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC in exchange for 45,000,000 of the Companys common shares. The estimated fair value of the shares on issuance was $450,000 (Note 9). i) On February 20, 2014, a director of the Company cancelled 4,495,734 shares owned by the President and CEO of the Company. j) On May 15, 2014, the Company issued 467,200 shares at $0.25 per share for gross proceeds of $116,800. k) On August 31, 2014, the Company issued 60,000 shares at $0.25 per share for gross proceeds of $15,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS Amounts due to related parties at August 31, 2015 and 2014 included in accrued liabilities: August 31, 2015 August 31, 2014 Due to the President, Chief Executive Officer and Director $ 215,879 $ 96,830 Due to the Chief Operating Officer 129,329 63,329 Due to the former Executive Vice President of Business Operations 93,506 37,517 Due to the Executive Vice President of Fuel Cell Operations 116,833 9,333 Due to the Director 22,029 22,029 $ 577,576 $ 229,038 The amounts are unsecured, non-interest bearing and due on demand. During the years ended August 31, 2015 and 2014, the Company incurred the following expenses with related parties: August 31, 2015 August 31, 2014 Salary incurred to the President, Chief Executive Officer and director $ 177,000 $ 88,500 Salary incurred to the Chief Operating Officer 112,000 52,000 Salary incurred to the former Executive Vice President of Business Operations 63,938 46,500 Salary incurred to the Executive Vice President of Fuel Cell Operations 104,000 30,000 18,100,000 shares issued for management fees to the President, Chief Executive Officer and director 1,629,000 - 8,500,000 shares issued for management fees to the Chief Operating Officer 765,000 - 4,500,000 shares issued for management fees to a director 405,000 - Consulting fees incurred to a former director - 23,000 Accounting fees incurred to a former director - 23,514 $ 3,255,938 $ 263,514 As of August 31, 2015, the Company owed notes payable of $75,000 (2014 - $50,000) to a former director of the Company. The notes are non-interest bearing, unsecured and due on demand. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | 7. INCOME TAXES As of August 31, 2015, the Company had accumulated non-capital loss carry-forwards of approximately $9,334,000. These losses are available to reduce taxable income in future taxation years and expire between 2031-2035 after a carry-forward period of 20 years. The Company is required to compute the deferred tax benefits from non-capital loss carrying-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset. August 31, 2015 August 31, 2014 Net loss $ (7,261,713 ) $ (1,346,172 ) Statutory tax rate 35 % 35 % Expected income tax recovery (2,542,000 ) (471,160 ) Non-deductible meals and entertainment 2,000 - Other 1,145,000 192,556 Change in valuation allowance 1,395,000 278,604 Income tax recovery $ - $ - At August 31, 2015 and 2014, the components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are shown below: August 31, 2015 August 31, 2014 Non-capital losses $ 9,288,000 $ 5,303,000 Statutory tax rate 35 % 35 % Total deferred tax assets 3,251,000 1,856,000 Unrecognized deferred tax assets (3,251,000 ) (1,856,000 ) Net deferred tax assets $ - $ - |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Aug. 31, 2015 | |
COMMITMENTS | |
COMMITMENTS | 8. COMMITMENTS The Company entered into a lease agreement for a term of five years ending October 31, 2019. Under the agreement, the Company is committed to the following rent payments: Dates Annual Amount September 1, 2015 to August 31, 2016 $ 164,506 September 1, 2016 to August 31, 2017 169,441 September 1, 2017 to August 31, 2018 174,524 September 1, 2018 to August 31, 2019 179,760 September 1, 2019 to October 31, 2019 30,160 Total $ 718,391 Under the agreement, the Company also had to incur $125,000 in leasehold improvements by September 30, 2014. As of the date of these financial statements, the Company has not yet incurred the required expenditures and the lease is in default. On March 1, 2014, the Company entered into an employment agreement with the President and Chief Executive Officer of the Company. Under the agreement, the Company will pay an annual salary of $177,000 for 18 months with a 25% increase after 18 months. The agreement will be in effect for 3 years. On March 1, 2014, the Company entered into an employment agreement with the Chief Operating Officer of the Company. Under the agreement, the Company will pay an annual salary of $104,000 for 18 months with a 25% increase after 18 months. The agreement will be in effect for 3 years. On March 1, 2014, the Company entered into an employment agreement with the former Executive Vice President of Business Operations of the Company. Under the agreement, the Company will pay an annual salary of $93,000 for 18 months with a 25% increase after 18 months. This agreement was terminated during the year ended August 31, 2015. As at August 31, 2015, the Company has accrued $93,505 (Note 6), and has no further commitment under this agreement. On March 1, 2014, the Company entered into an employment agreement with the Executive Vice President of Fuel Cell Operations of the Company. Under the agreement, the Company will pay an annual salary of $112,000. The agreement will be in effect for 5 years. |
ACQUISITION OF DOMINOVAS ENERGY
ACQUISITION OF DOMINOVAS ENERGY LLC | 12 Months Ended |
Aug. 31, 2015 | |
ACQUISITION OF DOMINOVAS ENERGY LLC | |
ACQUISITION OF DOMINOVAS ENERGY LLC | 9. ACQUISITION OF DOMINOVAS ENERGY LLC On February 20, 2014, the Company acquired 100% of Dominovas Technologies by issuing 45,000,000 of its common stock with a fair value of $450,000. At the date of the acquisition, Dominovas Technologies had net liabilities of $63,652 and the Company recognized goodwill of $513,652 on the acquisition. As Dominovas Technologies has not commenced operations or earned any revenues to date, management has determined goodwill to be impaired and has written off the entire amount as of August 31, 2014. |
RESTATEMENT OF PRIOR YEAR FINAN
RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS TEXT BLOCK | 12 Months Ended |
Aug. 31, 2015 | |
RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS TEXT BLOCK: | |
RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS TEXT BLOCK | 10. RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS During the preparation of the financial statements for the year ended August 31, 2014, management identified a potential default in a lease agreement which indicated that the Company would permanently cease to use the premises; therefore an accrual was made to recognize the losses under the onerous contract. Subsequent to the year ended August 31, 2014, it was determined that the accrual was unnecessary as the Company has not abandoned the lease and are still using the premises. A lease inducement has also been recognized, representing rental discount received during the year. During the preparation of the financial statements for the year ended August 31, 2014, management used the equity method to account for its investment in Pro Eco (Note 3); however, because management does not exert significant influence, management subsequently determined that the cost method would be more appropriate. The net effect of these adjustments are that assets decreased by $192,906 and liabilities decreased by $800,441 which lead to a $607,535 decrease in net loss. As previously reported Change Restated Consolidated Balance Sheet: Investment in Pro Eco $ 192,906 $ (192,906 ) $ - Total Assets $ 229,943 $ (192,906 ) $ 37,037 Accrued liabilities $ 1,015,031 $ (852,081 ) $ 162,950 Lease inducement $ - $ 51,640 $ 51,640 Total Liabilities $ 1,346,846 $ (800,441 ) $ 546,405 Stockholders Deficit $ (7,162,762 ) $ 607,535 $ (6,555,227 ) Consolidated Statement of Operations: Investment write-off $ - $ 208,788 $ 208,788 Loss on equity investment $ 15,882 $ (15,882 ) $ - Office and general administration $ 902,253 $ (800,441 ) $ 101,812 Net Loss $ (1,953,708 ) $ 607,356 $ (1,346,172 ) Loss per share (0.03 ) 0.01 (0.01 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS a) On September 11, 2015, the Company issued a convertible unsecured note in the amount of $95,000 (including $9,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on June 11, 2016. The lender may convert the note at a conversion price equal to the average of the three lowest closing bid prices for the common stock for twenty trading days ending on the trading day immediately before conversion multiplied by 50% at any time after the maturity day. The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest b) On September 29, 2015, the Company issued a convertible unsecured note in the amount of $150,000. The note carries an interest rate of 10% (18% default rate), and is due on March 29, 2016 (Maturity Date). The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty Any time before Maturity 150% of principal plus accrued interest The entire loan may be converted into shares of the Company's common stock, at a conversion price for each share equal to the three lowest closing bid prices for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 60% at any time after the Maturity Date. c) On November 17, 2015, the Company announced that it signed an agreement with a third party to invest up to $7,500,000 in the Company over the next 36 months to support ongoing day-to-day operations and other general corporate purposes by purchasing common stock of the Company. d) In November 2015, the Company issued a note for $26,500 (including $1,500 of finance fees) (Note 4). e) Subsequent to year-end, the Company issued 4,418,817 common shares on conversion of $88,500 of principal convertible debt and $1,241 of accrued interest (Note 4). |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND CONSOLIDATION | BASIS OF PRESENTATION AND CONSOLIDATION The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America and are presented in US dollars. The consolidated financial statements include the accounts of Dominovas Energy Corporation and its wholly-owned subsidiary, Dominovas Technologies. On consolidation, all intercompany balances and transactions are eliminated. |
USE OF ESTIMATES AND ASSUMPTIONS | USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis from making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as a component of general and administrative expenses on the consolidated statement of operations. The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in net loss. |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURES | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURES ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Level 3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist of cash, accounts payable, notes payable, and convertible debt. Pursuant to ASC 820, the fair value of cash and convertible notes are determined based on "Level 1" inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
INCOME TAXES POLICY | INCOME TAXES Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
LOSS PER SHARE | LOSS PER SHARE Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options, and convertible notes to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options, and convertible notes. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS The following are recent FASB accounting pronouncements, which may have an impact on the Company's future financial statements: In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SCHEDULE OF CONVERTIBLE DEBT (T
SCHEDULE OF CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
SCHEDULE OF CONVERTIBLE DEBT: | |
Schedule of prepay the loan with the following penalties | The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 118% of principal plus accrued interest 31 60 days 124% of principal plus accrued interest 61 90 days 130% of principal plus accrued interest 91 120 days 136% of principal plus accrued interest 121 150 days 142% of principal plus accrued interest 151 180 days 148% of principal plus accrued interest |
Schedule of the Company may prepay the loans c) - f) above up to 180 days after its issuance with the penalties | The Company may prepay the loans c) f) above up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest |
Schedule of the Company may prepay the loan up to 180 days after its issuance with the following penalties | The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 60 days 125% of principal plus accrued interest 61 120 days 130% of principal plus accrued interest 121 180 days 135% of principal plus accrued interest |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | Amounts due to related parties at August 31, 2015 and 2014 included in accrued liabilities: August 31, 2015 August 31, 2014 Due to the President, Chief Executive Officer and Director $ 215,879 $ 96,830 Due to the Chief Operating Officer 129,329 63,329 Due to the former Executive Vice President of Business Operations 93,506 37,517 Due to the Executive Vice President of Fuel Cell Operations 116,833 9,333 Due to the Director 22,029 22,029 $ 577,576 $ 229,038 The amounts are unsecured, non-interest bearing and due on demand. During the years ended August 31, 2015 and 2014, the Company incurred the following expenses with related parties: August 31, 2015 August 31, 2014 Salary incurred to the President, Chief Executive Officer and director $ 177,000 $ 88,500 Salary incurred to the Chief Operating Officer 112,000 52,000 Salary incurred to the former Executive Vice President of Business Operations 63,938 46,500 Salary incurred to the Executive Vice President of Fuel Cell Operations 104,000 30,000 18,100,000 shares issued for management fees to the President, Chief Executive Officer and director 1,629,000 - 8,500,000 shares issued for management fees to the Chief Operating Officer 765,000 - 4,500,000 shares issued for management fees to a director 405,000 - Consulting fees incurred to a former director - 23,000 Accounting fees incurred to a former director - 23,514 $ 3,255,938 $ 263,514 |
Schedule of components of Incom
Schedule of components of Income Tax (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Components of Income Tax | |
Schedule of Components of Income Taxes | The Company is required to compute the deferred tax benefits from non-capital loss carrying-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset. August 31, 2015 August 31, 2014 Net loss $ (7,261,713 ) $ (1,346,172 ) Statutory tax rate 35 % 35 % Expected income tax recovery (2,542,000 ) (471,160 ) Non-deductible meals and entertainment 2,000 - Other 1,145,000 192,556 Change in valuation allowance 1,395,000 278,604 Income tax recovery $ - $ - |
Schedule of components of deferred tax asset | At August 31, 2015 and 2014, the components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are shown below: August 31, 2015 August 31, 2014 Non-capital losses $ 9,288,000 $ 5,303,000 Statutory tax rate 35 % 35 % Total deferred tax assets 3,251,000 1,856,000 Unrecognized deferred tax assets (3,251,000 ) (1,856,000 ) Net deferred tax assets $ - $ - |
SCHEDULE OF COMMITMENTS (Tables
SCHEDULE OF COMMITMENTS (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
SCHEDULE OF COMMITMENTS | |
Schedule of Rental Payments for Operating Leases | The Company entered into a lease agreement for a term of five years ending October 31, 2019. Under the agreement, the Company is committed to the following rent payments: Dates Annual Amount September 1, 2015 to August 31, 2016 $ 164,506 September 1, 2016 to August 31, 2017 169,441 September 1, 2017 to August 31, 2018 174,524 September 1, 2018 to August 31, 2019 179,760 September 1, 2019 to October 31, 2019 30,160 Total $ 718,391 |
SCHEDULE OF RESTATEMENT OF PRIO
SCHEDULE OF RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
SCHEDULE OF RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS | |
Schedule Of Restatement of Prior Year Financial Statements | As previously reported Change Restated Consolidated Balance Sheet: Investment in Pro Eco $ 192,906 $ (192,906 ) $ - Total Assets $ 229,943 $ (192,906 ) $ 37,037 Accrued liabilities $ 1,015,031 $ (852,081 ) $ 162,950 Lease inducement $ - $ 51,640 $ 51,640 Total Liabilities $ 1,346,846 $ (800,441 ) $ 546,405 Stockholders Deficit $ (7,162,762 ) $ 607,535 $ (6,555,227 ) Consolidated Statement of Operations: Investment write-off $ - $ 208,788 $ 208,788 Loss on equity investment $ 15,882 $ (15,882 ) $ - Office and general administration $ 902,253 $ (800,441 ) $ 101,812 Net Loss $ (1,953,708 ) $ 607,356 $ (1,346,172 ) Loss per share (0.03 ) 0.01 (0.01 ) |
SCHEDULE OF SUBSEQUENT EVENTS (
SCHEDULE OF SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
SCHEDULE OF SUBSEQUENT EVENTS: | |
SCHEDULE OF SUBSEQUENT EVENTS | The Company may prepay the loan up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest |
ORGANIZATION AND NATURE OF OP25
ORGANIZATION AND NATURE OF OPERATIONS (Details) - shares | Feb. 20, 2014 | Dec. 02, 2013 | Nov. 29, 2013 |
Organization and Nature of Operations Details | |||
Acquired Pro Eco Energy Ltd., percent | 8.25% | 41.00% | |
Acquired Pro Eco Energy Ltd., in exchange for common shares | 4,000,000 | ||
Acquired Dominovas Energy LLC., percent | 100.00% |
GOING CONCERN (Details)
GOING CONCERN (Details) | Aug. 31, 2015USD ($) |
Going Concern: | |
Accumulated deficit | $ 13,816,490 |
INTEREST IN PRO ECO ENERGY (Det
INTEREST IN PRO ECO ENERGY (Details) - USD ($) | Dec. 02, 2013 | Nov. 29, 2013 |
Interest in Pro Eco Energy Details | ||
Acquired of Pro Eco Energy Ltd | 41.00% | |
Acquired of Pro Eco Energy Ltd in exchange for common shares | 4,000,000 | |
Acquired additional of Pro Eco | 8.25% | |
Acquired additional of Pro Eco in exchange (unpaid) | $ 40,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | 12 Months Ended | ||||||||
Aug. 31, 2015 | Jul. 10, 2015 | Jul. 06, 2015 | Jun. 30, 2015 | Jun. 10, 2015 | Apr. 30, 2015 | Mar. 19, 2015 | Oct. 27, 2014 | May. 22, 2013 | |
Convertible transactions: | |||||||||
Issued convertible note | $ 165,000 | ||||||||
Value converted | $ 106,650 | ||||||||
Value converted into common shares | 43,314,479 | ||||||||
Principal remaining of this note | $ 58,250 | ||||||||
Principal remaining of this note, fair value | 128,806 | ||||||||
Two convertible notes, value each | $ 26,500 | ||||||||
First note issued (in March 2015) for proceeds | 25,000 | ||||||||
Financing fees | 1,500 | ||||||||
Second note issued and received in cash | $ 26,500 | ||||||||
Interest accrued on this loan | 958 | ||||||||
Fair value of the loan | $ 40,178 | ||||||||
Issued shares on conversion of principal and accrued interest | 1,214,681 | ||||||||
Conversion of principal amount | $ 26,500 | ||||||||
Conversion of accrued interest amount | 1,241 | ||||||||
Issued convertible unsecured note | $ 85,500 | $ 85,500 | $ 50,000 | $ 58,000 | $ 62,000 | ||||
Financing fee incurred | $ 10,500 | $ 10,500 | $ 8,000 | $ 7,000 | |||||
Interest rate | 12.00% | 12.00% | 10.00% | 12.00% | 12.00% | ||||
Default rate | 22.00% | 22.00% | 18.00% | 22.00% | 22.00% | ||||
Interest accrued on this loan | 1,565 | ||||||||
Fair value of the loan (including interest) | 79,865 | ||||||||
Interest accrued on this loan | 1,574 | ||||||||
Fair value of the loan (including interest) | 112,724 | ||||||||
Interest accrued on this loan | 590 | ||||||||
Fair value of the loan (including interest) | 107,465 | ||||||||
Interest accrued on this loan | 904 | ||||||||
Fair value of the loan (including interest) | 65,904 | ||||||||
Issued a convertible debenture | $ 140,000 | ||||||||
Gain on the forgiveness of the debenture | 140,000 | ||||||||
Deficit on the forgiveness of the obligation to issue shares | $ 150,000 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 14, 2015 | |
Equity transactions Details | |||
Common shares authorized | 700,000,000 | ||
Common shares issued and outstanding | 169,106,688 | ||
Existing authorized shares | 200,000,000 | ||
Increase in authorized shares from 200,00,000 to | 700,000,000 | ||
Stock option plan allows directors grant options | 5,000,000 | ||
Issued shares to Neal Allen for management fees | 18,100,000 | ||
Issued shares to Neal Allen for management fees, value | $ 1,629,000 | ||
Issued shares to Michael Watkins for management fees | 8,500,000 | ||
Issued shares to Michael Watkins for management fees, value | $ 765,000 | ||
Issued shares to Spero Plavoukos for management fees | 4,500,000 | ||
Issued shares to Spero Plavoukos for management fees, value | $ 405,000 | ||
Issued shares for corporate finance consulting fees | 500,000 | ||
Issued shares for corporate finance consulting fees, value | $ 30,000 | ||
Issued shares for legal fees | 100,000 | ||
Issued shares for legal fees, value | $ 6,000 | ||
Issued shares at $0.25 per share for gross proceeds | 126,000 | ||
Issued shares at $0.25 per share for gross proceeds of | $ 31,500 | ||
Issued shares at $0.15 per share for gross proceeds | 80,000 | ||
Issued shares at $0.15 per share for gross proceeds of | $ 12,000 | ||
Issued shares at $0.30 per share for gross proceeds | 6,667 | ||
Issued shares at $0.30 per share for gross proceeds of | $ 2,000 | ||
Issued shares at $0.35 per share for gross proceeds | 8,572 | ||
Issued shares at $0.35 per share for gross proceeds of | $ 3,000 | ||
Issued shares for gross proceeds | 2,343,750 | ||
Issued shares for gross proceeds of | $ 26,157 | ||
Issued shares for gross proceeds, per share | $ 0.01 | ||
Issued shares to extnguish convertible debt | 611,177 | ||
Issued shares to extnguish convertible debt, fair value of shares | $ 51,950 | ||
Issued shares to extnguish convertible debt of value | $ 12,224 | ||
Issued shares to extnguish convertible debt | 38,703,302 | ||
Issued shares to extnguish convertible debt, fair value of shares | 2,719,785 | ||
Issued shares to extnguish convertible debt of value | $ 77,776 | ||
Issued shares to director for consulting services | 1,000,000 | ||
Issued shares to director for consulting services, fair value of shares | $ 10,000 | ||
Issued shares to director for consulting services rendered | 1,000,000 | ||
Issued shares to director for consulting services rendered, fair value of shares | $ 10,000 | ||
Issued shares to directors for director's fees | 2,250,000 | ||
Issued shares to directors for director's fees, fair value of shares | $ 22,500 | ||
Issued shares at $0.01 per share for gross proceeds | 3,016,666 | ||
Issued shares at $0.01 per share for gross proceeds of | $ 30,167 | ||
Issued shares for acquisition of Pro Eco | 4,000,000 | ||
Issued shares for acquisition of Pro Eco, percent | 41.00% | ||
Issued shares to settle debt | 3,000,000 | ||
Issued shares to settle debt, value of debt | $ 75,000 | ||
Issued shares to settle debt, fair value of shares | $ 30,000 | ||
Issued shares at $0.01 per share for gross proceeds | 1,285,000 | ||
Issued shares at $0.01 per share for gross proceeds of | $ 12,850 | ||
Acquired Dominovas Energy LLC in exchange of shares | 45,000,000 | ||
Acquired Dominovas Energy LLC in percent | 100.00% | ||
Acquired Dominovas Energy LLC, fair value of shares | $ 450,000 | ||
Shares cancelled by a director | 4,495,734 | ||
Issued shares at $0.25 per share for gross proceeds | 467,200 | ||
Issued shares at $0.25 per share for gross proceeds of | $ 116,800 | ||
Issued shares at $0.25 per share for gross proceeds | 60,000 | ||
Issued shares at $0.25 per share for gross proceeds of | $ 15,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Related Party Transactions Details | ||
Due to the President, Chief Executive Officer and Director | $ 215,879 | $ 96,830 |
Due to the Chief Operating Officer | 129,329 | 63,329 |
Due to the former Executive Vice President of Business Operations | 93,506 | 37,517 |
Due to the Executive Vice President of Fuel Cell Operations | 116,833 | 9,333 |
Due to the Director | 22,029 | 22,029 |
Total Amounts due to related parties | $ 577,576 | $ 229,038 |
RELATED PARTY TRANSACTIONS - Du
RELATED PARTY TRANSACTIONS - During the period (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Related Party Transactions - During the period | ||
Salary incurred to the President, Chief Executive Officer and director | $ 177,000 | $ 88,500 |
Salary incurred to the Chief Operating Officer | 112,000 | 52,000 |
Salary incurred to the former Executive Vice President of Business Operations | 63,938 | 46,500 |
Salary incurred to the Executive Vice President of Fuel Cell Operations | 104,000 | 30,000 |
18,100,000 shares issued for management fees to the President, Chief Executive Officer and director | 1,629,000 | 0 |
8,500,000 shares issued for management fees to the Chief Operating Officer | 765,000 | 0 |
4,500,000 shares issued for management fees to a director | 405,000 | 0 |
Consulting fees incurred to a former director | 0 | 23,000 |
Accounting fees incurred to a former director | 0 | 23,514 |
Total expenses with related parties | $ 3,255,938 | $ 263,514 |
RELATED PARTY TRANSACTIONS - 32
RELATED PARTY TRANSACTIONS - During the period Parentheticals (Details) - shares | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Related Party Transactions - During the period Parentheticals | ||
Issued shares for management fees to the President, Chief Executive Officer and director | 18,100,000 | 18,100,000 |
Issued shares for management fees to the Chief Operating Officer | 8,500,000 | 8,500,000 |
Issued shares for management fees to a director | 4,500,000 | 4,500,000 |
RELATED PARTY TRANSACTIONS - No
RELATED PARTY TRANSACTIONS - Notes payable (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
RELATED PARTY TRANSACTIONS - Notes payable | ||
Owed note payable to a former director | $ 75,000 | $ 50,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | Aug. 31, 2015USD ($) |
Income Taxes Narrative | |
Non-capital loss carry-forwards | $ 9,334,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Taxes Details | ||
Net loss | $ (7,261,713) | $ (1,346,172) |
Statutory tax rate | 35.00% | 35.00% |
Expected income tax recovery | $ (2,542,000) | $ (471,160) |
Non-deductible meals and entertainment | 2,000 | 0 |
Other | 1,145,000 | 192,556 |
Change in valuation allowance | 1,395,000 | 278,604 |
Income tax recovery | $ 0 | $ 0 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
INCOME TAXES - Deferred tax assets Details | ||
Non-capital losses | $ 9,288,000 | $ 5,303,000 |
Statutory tax rate | 35.00% | 35.00% |
Total deferred tax assets | $ 3,251,000 | $ 1,856,000 |
Unrecognized deferred tax assets | (3,251,000) | (1,856,000) |
Net deferred tax assets | $ 0 | $ 0 |
COMMITMENTS TRANSACTIONS (Detai
COMMITMENTS TRANSACTIONS (Details) - USD ($) | Aug. 31, 2015 | Sep. 30, 2014 | Mar. 01, 2014 |
COMMITMENTS TRANSACTIONS: | |||
Rent payments Though October 2015 | $ 13,374 | ||
Rent payments September 1, 2015 to August 31, 2016 | 164,506 | ||
Rent payments September 1, 2016 to August 31, 2017 | 169,441 | ||
Rent payments September 1, 2017 to August 31, 2018 | 174,524 | ||
Rent payments September 1, 2018 to August 31, 2019 | 179,760 | ||
Rent payments September 1, 2019 to October 31, 2019 | 30,160 | ||
Total | $ 718,391 | ||
Company also incurred lease hold improvements | $ 125,000 | ||
Company will pay an annual salary to President and Chief Executive Officer for 18 months with a 25% increase after 18 months | $ 177,000 | ||
Company will pay an annual salary to President and Chief operating Officer for 18 months with a 25% increase after 18 months | 104,000 | ||
Company will pay an annual salary to former Executive Vice President of Business Operations for 18 months with a 25% increase after 18 months | 93,000 | ||
Company entered into an employment agreement with the Executive Vice President of Fuel Cell Operations of the company and pay annual salary | $ 112,000 |
ACQUISITION OF DOMINOVAS ENER38
ACQUISITION OF DOMINOVAS ENERGY LLC (Details) | Aug. 31, 2015USD ($)shares |
ACQUISITION OF DOMINOVAS ENERGY LLC DETAILS | |
Issued common shares to the shareholders of Dominovas | shares | 45,000,000 |
Common stock with a fair value | $ 450,000 |
Net liabilities | $ 63,652 |
RESTATEMENT OF PRIOR YEAR FIN39
RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS (Narrtive) (Details) | Aug. 31, 2015USD ($) |
Restatement of prior year financial statements Details | |
Assets decreased by | $ 192,906 |
Liabilities decreased by | 800,441 |
Decrease in net loss | $ 607,535 |
SUBSEQUENT EVENT TRANSACTIONS (
SUBSEQUENT EVENT TRANSACTIONS (Details) - USD ($) | Nov. 30, 2015 | Nov. 17, 2015 | Sep. 29, 2015 | Sep. 11, 2015 |
SUBSEQUENT EVENT TRANSACTIONS DETAILS | ||||
Issued a convertible unsecured note amount | $ 26,500 | $ 150,000 | $ 95,000 | |
Convertible note includes amount of finance fees | $ 1,500 | $ 9,000 | ||
Convertible note interest rate | 10.00% | 12.00% | ||
Convertible note default rate | 18.00% | 22.00% | ||
Signed an agreement with a third party to invest up to | $ 7,500,000 | |||
Issued common shares on conversion | 4,418,817 | |||
Principal convertible debt | $ 88,500 | |||
Accrued interest | $ 1,241 |