Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Nov. 30, 2014 | |
Document And Entity Information | |
Entity Registrant Name | WHOLEHEALTH PRODUCTS, INC. |
Entity Central Index Key | 1359699 |
Document Type | 10-Q |
Document Period End Date | 30-Nov-14 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -23 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | No |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 163,812,103 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2012 |
Balance_Sheets
Balance Sheets (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Assets: | ||
Cash and Cash Equivalents | $11,372 | $464 |
Total Current Assets | 11,372 | 464 |
Total Assets | 11,372 | 464 |
Liabilities: | ||
Accrued Interest | 36,254 | 28,728 |
Accounts Payable & Accrued Expenses | 230,909 | 206,173 |
Loan Payable | 324,603 | 318,800 |
Total Current Liabilities | 591,766 | 553,701 |
Stockholders' Equity: | ||
Preferred Stock | ||
Common Stock | 163,812 | 122,826 |
Additional Paid in Capital | 51,623,060 | 49,882,104 |
Common Stock to be Issued | 87,923 | |
Retained Deficit | -13,955,783 | -13,955,783 |
Deficit Accumulated During the Development Stage | -38,499,406 | -36,602,384 |
Total Stockholders' Equity | -580,394 | -553,237 |
Total Liabilities and Stockholders' Equity | $11,372 | $464 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 163,812,103 | 122,826,003 |
Common stock, shares outstanding | 163,812,103 | 122,826,003 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 75 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
Income Statement [Abstract] | |||
Revenues | |||
Costs of Services | |||
Gross Margin | |||
Operating Expenses: | |||
Stock for Services | 1,757,442 | 1,173,000 | 37,146,089 |
Consulting | 28,742 | 101,852 | 958,285 |
General and Administrative | 103,312 | 29,628 | 357,278 |
Total Operating Expenses | 1,889,496 | 1,304,480 | 38,461,652 |
Operating Income | -1,889,496 | -1,304,480 | -38,461,652 |
Other Income (Expense): | |||
Interest Expense | -7,526 | -8,902 | -37,754 |
Net Income (Loss) Before Taxes | -1,897,022 | -1,313,382 | -38,499,406 |
Income Taxes | |||
Net Income (Loss) After Taxes | ($1,897,022) | ($1,313,382) | ($38,499,406) |
Gain (Loss) per Share, Basic & Diluted | ($0.01) | ($0.01) | |
Weighted Average Shares Outstanding | 147,589,663 | 102,659,912 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 15 Months Ended | 75 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net Income (Loss) for the Period | ($1,897,022) | ($1,313,382) | ($38,499,406) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Shares issued and Contributed Services | 1,757,442 | 1,173,000 | 37,194,089 |
Changes in Operating Assets and Liabilities | |||
Increase in Accrued Interest | 7,526 | 8,902 | 36,254 |
Increase (Decrease) in Accounts Payable & Accrued Expenses | 24,736 | 17,520 | 230,909 |
Net Cash Used in Operating Activities | -107,318 | -113,960 | -1,038,154 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of Property and Equipment | |||
Net cash provided by Investing Activities | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayment of Loans | -24,197 | -24,197 | |
Proceeds from Stock to be Issued | 87,923 | 204 | 87,923 |
Proceeds from Notes | 30,000 | 97,500 | 348,800 |
Proceeds from sale of stock | 24,500 | 637,000 | |
Net Cash Provided by Financing Activities | 118,226 | 97,704 | 1,049,526 |
Net (Decrease) Increase in Cash | 10,908 | -16,256 | 11,372 |
Cash at Beginning of Period | 464 | 16,256 | |
Cash at End of Period | 11,372 | 11,372 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during period for Interest | |||
Cash paid during period for Franchise and Income Taxes | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Accounts Payable Satisfied through Contributed Capital and Property and Equipment |
Statement_Of_Stockholders_Equi
Statement Of Stockholders' Equity (USD $) | Common Stock | APIC | Retained Deficit | Deficit Develop | To be Issued | Total |
Balance, value at Aug. 31, 2008 | $414 | $13,955,369 | ($13,955,783) | $0 | ||
Balance, shares at Aug. 31, 2008 | 414,042 | |||||
Contributed Capital | 12,000 | 12,000 | ||||
Net Loss | -12,000 | -12,000 | ||||
Balance, value at Aug. 31, 2009 | 414 | 13,967,369 | -13,955,783 | -12,000 | 0 | |
Balance, shares at Aug. 31, 2009 | 414,042 | |||||
Contributed Capital | 12,000 | 12,000 | ||||
Net Loss | -12,000 | -12,000 | ||||
Balance, value at Aug. 31, 2010 | 414 | 13,979,369 | -13,955,783 | -24,000 | 0 | |
Balance, shares at Aug. 31, 2010 | 414,042 | |||||
Contributed Capital | 12,000 | 12,000 | ||||
Net Loss | -12,000 | -12,000 | ||||
Balance, value at Aug. 31, 2011 | 414 | 13,991,369 | -13,955,783 | -36,000 | 0 | |
Balance, shares at Aug. 31, 2011 | 414,042 | |||||
Shares issued for Services, shares | 769,231 | |||||
Shares issued for Services, value | 769 | 359,231 | 360,000 | |||
Contributed Capital | 12,000 | 12,000 | ||||
Net Loss | -372,000 | -372,000 | ||||
Balance, value at Aug. 31, 2012 | 1,183 | 14,362,600 | -13,955,783 | -408,000 | 0 | |
Balance, shares at Aug. 31, 2012 | 1,183,273 | |||||
Shares issued for Services, shares | 83,400,311 | 200,000 | ||||
Shares issued for Services, value | 83,400 | 32,381,309 | 98,820 | 32,563,529 | ||
Shares issued for cash, shares | 12,359,845 | |||||
Shares issued for cash, value | 12,360 | 519,640 | 532,000 | |||
Net Loss | -33,322,711 | -33,322,711 | ||||
Balance, value at Aug. 31, 2013 | 96,943 | 47,263,549 | -13,955,783 | -33,730,711 | 98,820 | -227,182 |
Balance, shares at Aug. 31, 2013 | 96,943,429 | 96,943,429 | ||||
Shares cancelled, shares | -488,638 | |||||
Shares cancelled, value | -489 | -97,239 | -97,728 | |||
Shares issued for Services, shares | 23,733,334 | |||||
Shares issued for Services, value | 23,734 | 2,637,932 | 2,661,666 | |||
Shares issued for cash, shares | 2,637,878 | |||||
Shares issued for cash, value | 2,638 | 77,862 | 80,500 | |||
Net Loss | -2,871,673 | -2,871,673 | ||||
Balance, value at Aug. 31, 2014 | 122,826 | 49,882,104 | -13,955,783 | -36,602,384 | -553,237 | |
Balance, shares at Aug. 31, 2014 | 122,826,003 | 122,826,003 | ||||
Shares issued for Services, shares | 10,243,676 | |||||
Shares issued for Services, value | 10,244 | 1,747,198 | 1,757,442 | |||
Shares issued for cash, shares | 742,424 | |||||
Shares issued for cash, value | 742 | 23,758 | 87,923 | 90,323 | ||
Shares issued as security, shares | 30,000,000 | |||||
Shares issued as security, value | 30,000 | -30,000 | ||||
Contributed Capital | ||||||
Net Loss | -1,897,022 | -1,897,022 | ||||
Balance, value at Nov. 30, 2014 | $163,812 | $51,623,060 | ($13,955,783) | ($38,499,406) | $87,923 | ($580,394) |
Balance, shares at Nov. 30, 2014 | 163,812,103 | 163,812,103 |
NOTE_1_ORGANIZATION_AND_DESCRI
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Nov. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
Wholehealth Products, Inc. formerly Gulf Western Petroleum Corporation (the Company) was incorporated on February 21, 2006 in the State of Nevada as Georgia Exploration, Inc. The name was originally changed on March 8, 2007 and recently in July 2012 to Wholehealth Products, Inc. | |
The Company today is in the business of developing, manufacturing and marketing in vitro diagnostic (IVD) tests for over-the-counter (OTC or consumer), and point-of-care (POC or professional) use markets. The Company currently manufactures and markets a range of diagnostic test kits for consumer use through over-the-counter (OTC) sales, and for use by health care professionals, generally located at medical clinics, physician offices and hospitals known as Points-of-Care (POC), in the United States. These test kits are known as in vitro diagnostic test kits or “IVD” products. | |
Starting September 1, 2008, after its change in business direction from oil and gas revenue company, it entered the development stage which is in effect to present day. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of presentation | |||
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).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 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. | |||
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented | |||
Development Stage Company | |||
The Company is a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification from September 1, 2008 to present. The Company is still devoting substantially all of its efforts on establishing the business and, therefore, still qualifies as a development stage company. All losses accumulated since September 1, 2008 have been considered as part of the Company’s development stage activities | |||
Use of estimates | |||
The preparation of financial statements in conformity with generally accepted accounting principles 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. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. | |||
Cash equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||
Fair value of financial instruments | |||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at November 30, 2014. | |||
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. | |||
Equipment | |||
Equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3) or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |||
Impairment of long-lived assets | |||
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes computer equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||
The Company determined that there were no impairments of long-lived assets as of November 30, 2014. | |||
Commitments and contingencies | |||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |||
Revenue recognition | |||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||
Income taxes | |||
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date. | |||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |||
Net income (loss) per common share | |||
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. | |||
There were no potentially dilutive shares outstanding as of November 30, 2014. | |||
Cash flows reporting | |||
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||
Advertising Costs | |||
The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were $0 for periods ended November 30, 2014 and 2013. | |||
Subsequent events | |||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||
Recently issued accounting pronouncements | |||
The following accounting standards were issued as of December 26, 2011: | |||
ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. | |||
This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. | |||
ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs | |||
This ASU supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. In addition, certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011. |
NOTE_3_GOING_CONCERN
NOTE 3 b GOING CONCERN | 3 Months Ended |
Nov. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 b GOING CONCERN | NOTE 3 – GOING CONCERN |
As reflected in the accompanying financial statements, the Company had an net loss of $1,897,022 for the quarter ended November 30, 2014. | |
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. | |
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE_4_RELATED_PARTY_TRANSACTI
NOTE 4 b RELATED PARTY TRANSACTIONS | 3 Months Ended |
Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |
NOTE 4 b RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS |
Included in general and administrative costs were amounts paid to its chief operating officer of 37,500 and it chief financial officer of $32,500 | |
Included in Accounts Payable and Accrued Expenses are amounts owed to its officers and directors for salaries and benefits of $188,552 | |
Included in notes payable is an amount of $30,000 owed to the CEO for a loan. The loan is without interest and is secured by a stock issuance of 30,000,000 shares in the event of non repayment. | |
During the quarter ended November 30, 2014 the Company issued 3,928,290 shares of stock for services to its CEO and 500,000 shares to its CFO. |
NOTE_5NOTE_PAYABLE
NOTE 5-NOTE PAYABLE | 3 Months Ended |
Nov. 30, 2014 | |
Debt Disclosure [Abstract] | |
NOTE 5-NOTE PAYABLE | NOTE 5-NOTE PAYABLE |
The Company is obligated on eight short term loans, all past due, with six bearing interest at 15% and two with interest at 5% totaling $294,603. A ninth note for $30,000 without interest is owed to the Company’s CEO. The total note payable liability is $324,603 and is shown on the balance sheet under notes payable. Interest owed at November 30, 2014 equals $36,254 and is shown on the balance sheet, Total interest expense for the quarter ended November 30, 2014 was $7,526 which is shown on the statement of operations. |
NOTE_6EQUITY
NOTE 6-EQUITY | 3 Months Ended |
Nov. 30, 2014 | |
Equity [Abstract] | |
NOTE 6-EQUITY | NOTE 6-EQUITY |
During the quarter ended November 30, 2013 the Company issued 10,200,000 shares of stock on October 10, 2013 valued at market which was .115 cents per shares for marketing services. | |
On May 5, 2014 the Company recinded shares of 488,638 for non performance of services. These shares were valued at market at .20 which resulted in a reduction to stock for services of $97,728. | |
Also in May 2014 the Company recinded share agreements which resulted in $98,820 of shares to be issued to be cancelled. | |
During the period June 2014 to August 2014 the Company issued 2,637,878 shares for cash of $80,500 and 13,533,334 shares for services valued at market for $1,488,666. | |
During the quarter ended November 30, 2014 the Company issued 40,986,100 shares of stock. Of this amount 30,000,000 was issued as security for a loan made by the CEO of the Company and valued at present at par. | |
10,243,676 shares were issued for services valued at market which equaled 1,757,442. 742,242 shares were issued for cash of $24,500. | |
In addition the Company received $87,923 of cash for shares to be issued pursuant to subscription agreements. Total shares to be issued for this amount will be approximately 2,664,333. | |
The Company as part and parcel of the stock issued for cash attached 1 warrant for each stock issuance. The warrant has a strike price of .70 and is exercisable anytime within 5 years of September 2012. |
NOTE_7ACQUISITION
NOTE 7-ACQUISITION | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
NOTE 7-ACQUISITION | NOTE 7-ACQUISITION |
On June 4, 2014 the Company entered into an agreement to purchase of all of the stock of Rapid Results Corp. for $500,000 payable in stock subject to certain conditions. The Company feels those conditions have not been met and have recinded the agreement. The financials do not include any of the activity of the proposed acquisition. |
NOTE_8_EMPLOYMENT_AGREEMENTS
NOTE 8 -EMPLOYMENT AGREEMENTS | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
NOTE 8 -EMPLOYMENT AGREEMENTS | NOTE 8 -EMPLOYMENT AGREEMENTS |
The Company has entered into employment contracts with its CEO and CFO starting November 11, 2013 for $150,000 and $130,000 respectively for two years |
NOTE_9_INCOME_TAX
NOTE 9 b INCOME TAX | 3 Months Ended | ||||||
Nov. 30, 2014 | |||||||
Income Tax Disclosure [Abstract] | |||||||
NOTE 9 b INCOME TAX | NOTE 9 – INCOME TAX | ||||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||
Net deferred tax assets consist of the following components as of August 31, 2014 and 2013: | |||||||
August 31, | 31-Aug-13 | ||||||
2014 | |||||||
Deferred Tax Assets – Non-current: | |||||||
NOL Carryover | $ | -360,958 | ($280,897) | ||||
- | |||||||
Less valuation allowance | 360,958 | 280,897 | |||||
Deferred tax assets, net of valuation allowance | $ | - | $ - | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended August 31, 2014 and 2013 due to the following: | |||||||
2014 | 2013 | ||||||
Book Income | (2,871,673 | ) | -33,322,711 | ||||
Meals and Entertainment | - | - | |||||
Stock for Services | 2,465,118 | 32,563,529 | |||||
Accrued Payroll | 190,173 | - | |||||
Valuation allowance | 216,382 | 759,182 | |||||
$ - | $ - | ||||||
At August 31, 2014, the Company had net operating loss carry forwards of approximately $975,500 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the August 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | |||||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. |
NOTE_10_SUBSEQUENT_EVENTS
NOTE 10 b SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
NOTE 10 b SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS |
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined | |
That no subsequent exist to be disclosed. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of presentation | Basis of presentation | ||
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).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 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. | |||
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented | |||
Use of estimates | Use of estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles 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. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. | |||
Cash equivalents | Cash equivalents | ||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||
Fair value of financial instruments | Fair value of financial instruments | ||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at November 30, 2014. | |||
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. | |||
Equipment | Equipment | ||
Equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3) or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |||
Impairment of long-lived assets | Impairment of long-lived assets | ||
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes computer equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||
The Company determined that there were no impairments of long-lived assets as of November 30, 2014. | |||
Commitments and contingencies | Commitments and contingencies | ||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |||
Revenue recognition | Revenue recognition | ||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||
Income taxes | Income taxes | ||
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date. | |||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |||
Net income (loss) per common share | Net income (loss) per common share | ||
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. | |||
There were no potentially dilutive shares outstanding as of November 30, 2014. | |||
Advertising Costs | Advertising Costs | ||
The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were $0 for periods ended November 30, 2014 and 2013. | |||
Subsequent events | Subsequent events | ||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||
Recently issued accounting pronouncements | Recently issued accounting pronouncements | ||
The following accounting standards were issued as of December 26, 2011: | |||
ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. | |||
This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. | |||
ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs | |||
This ASU supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. In addition, certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011. |
NOTE_7_ACQUISITION_Details_Nar
NOTE 7 - ACQUISITION (Details Narrative) (Consolidated Health Network, Inc.) | 0 Months Ended |
Jun. 04, 2014 | |
Consolidated Health Network, Inc. | |
Business Acquisition [Line Items] | |
Description of business acquisition | On June 4, 2014 the Company entered into an agreement to purchase of all of the stock of Rapid Results Corp. for $500,000 payable in stock subject to certain conditions. The Company feels those conditions have not been met and have recinded the agreement. The financials do not include any of the activity of the proposed acquisition. |
NOTE_9_INCOME_TAX_Tables
NOTE 9 - INCOME TAX (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Note 9 - Income Tax Tables | |||||||||
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of August 31, 2014 and 2013: | ||||||||
August 31, | 31-Aug-13 | ||||||||
2014 | |||||||||
Deferred Tax Assets – Non-current: | |||||||||
NOL Carryover | $ | (360,958 | ) | $ | (280,897 | ) | |||
— | |||||||||
Less valuation allowance | 360,958 | 280,897 | |||||||
Deferred tax assets, net of valuation allowance | $ | — | $ | — | |||||
Schedule of Reconciliation of Income Tax Provision | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended August 31, 2014 and 2013 due to the following: | ||||||||
2014 | 2013 | ||||||||
Book Income | (2,871,673 | ) | (33,322,711 | ) | |||||
Meals and Entertainment | — | — | |||||||
Stock for Services | 2,465,118 | 32,563,529 | |||||||
Accrued Payroll | 190,173 | — | |||||||
Valuation allowance | 216,382 | 759,182 | |||||||
$ | — | $ | — | ||||||
NOTE_9_INCOME_TAX_Schedule_Of_
NOTE 9 - INCOME TAX (Schedule Of Net Deferred Tax Assets) (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred Tax Assets - Non-current: | ||
NOL Carryover | ($360,958) | ($280,897) |
Less valuation allowance | 360,958 | 280,897 |
Deferred tax assets, net of valuation allowance |
NOTE_9_INCOME_TAX_Schedule_Of_1
NOTE 9 - INCOME TAX (Schedule Of Reconciliation Of Income Tax Provision) (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Note 9 - Income Tax Schedule Of Reconciliation Of Income Tax Provision Details Narrative | ||
Book income | ($2,871,673) | ($33,322,711) |
Meals and entertainment | ||
Stock for services | 2,465,118 | 32,563,529 |
Accrued payroll | 190,173 | |
Valuation allowance | $216,382 | $759,182 |
NOTE_9_INCOME_TAX_Details_Narr
NOTE 9 - INCOME TAX (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Note 9 - Income Tax Details Narrative | |
Net operating loss carryforward | $975,500 |
Operating loss carryforward terms | At August 31, 2014, the Company had net operating loss carry forwards of approximately $975,500 that may be offset against future taxable income from the year 2014 to 2034. |