Document and Entity Information
Document and Entity Information | 12 Months Ended |
Aug. 31, 2015USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | WHOLEHEALTH PRODUCTS, INC. |
Entity Central Index Key | 1,359,699 |
Document Type | 10-K |
Document Period End Date | Aug. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Public Float | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 175,187,683 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,015 |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Assets: | ||
Cash and Cash Equivalents | $ 0 | $ 464 |
Total Current Assets | 464 | |
Total Assets | 0 | 464 |
Liabilities: | ||
Accrued Interest | 80,668 | 28,728 |
Accounts Payable & Accrued Expenses | 612,314 | 206,173 |
Loan Payable | 349,692 | 318,800 |
Total Current Liabilities | 1,042,674 | 553,701 |
Stockholders' Equity: | ||
Preferred Stock, Par Value $0.001, Authorized 100,000,000 shares issued 0 respectively | ||
Common Stock, par value $0.001, 1.2 billion authorized shares issued and outstanding 175,187,683 respectively | 175,188 | 122,826 |
Additional Paid in Capital | 51,933,973 | 49,822,104 |
Retained Deficit | (13,955,783) | (13,955,783) |
Deficit Accumulated During Development Stage | (39,196,052) | (36,602,384) |
Total Stockholders' Equity | (1,042,674) | (553,237) |
Total Liabilities and Stockholders' Equity | $ 0 | $ 464 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Aug. 31, 2015 | Aug. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
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 per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 175,187,683 | 175,187,683 |
Common stock, shares outstanding | 175,187,683 | 175,187,683 |
Statements Of Operations (Unaud
Statements Of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | ||
Costs of Services | ||
Gross Margin | ||
Operating Expenses: | ||
Investor Relations | 1,970,058 | 2,465,118 |
Consulting | 59,499 | 312,487 |
General and Administrative | 512,006 | 69,978 |
Total Operating Expenses | 2,541,563 | 2,847,583 |
Operating Income | (2,541,563) | (2,847,583) |
Other Income (Expense): | ||
Interest Expense | 52,105 | 24,090 |
Net Income (Loss) Before Taxes | (2,593,668) | (2,871,673) |
Income Taxes | ||
Net Income (Loss) After Taxes | $ (2,593,668) | $ (2,871,673) |
Gain (Loss) per Share, Basic & Diluted | $ (0.02) | $ (0.03) |
Weighted Average Shares Outstanding | 166,201,774 | 108,525,932 |
Statements Of Cash Flows (Unaud
Statements Of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) for the Period | $ (2,593,668) | $ (2,871,673) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Shares issued and Contributed Services | 1,970,058 | 2,465,118 |
Changes in Operating Assets and Liabilities | ||
Increase in Accrued Interest | 51,940 | 22,590 |
Increase (Decrease) in Accounts Payable & Accrued Expenses | 406,141 | 190,173 |
Net Cash Used in Operating Activities | (165,529) | (193,792) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Property and Equipment | ||
Net cash provided by Investing Activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of Loans | 24,981 | |
Proceeds from Notes | 55,873 | 97,500 |
Proceeds from sale of stock | 134,173 | 80,500 |
Net Cash Provided by Financing Activities | 165,065 | 178,000 |
Net (Decrease) Increase in Cash | (464) | (15,792) |
Cash at Beginning of Period | 464 | 16,256 |
Cash at End of Period | 0 | 464 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during period: Interest | ||
Cash paid during period: 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 (Unaudited) - USD ($) | Common Stock [Member] | APIC [Member] | Retained Deficit [Member] | Deficit Development [Member] | To Be Issued [Member] | Total |
Balance, shares at Aug. 31, 2008 | 414,042 | |||||
Balance, value at Aug. 31, 2008 | $ 414 | $ 13,955,369 | $ (13,955,783) | |||
Contributed Capital | 12,000 | 12,000 | ||||
Net loss | (12,000) | (12,000) | ||||
Balance, shares at Aug. 31, 2009 | 414,042 | |||||
Balance, value at Aug. 31, 2009 | $ 414 | 13,967,369 | (13,955,783) | (12,000) | ||
Contributed Capital | 12,000 | 12,000 | ||||
Net loss | (12,000) | (12,000) | ||||
Balance, shares at Aug. 31, 2010 | 414,042 | |||||
Balance, value at Aug. 31, 2010 | $ 414 | 13,979,369 | (13,955,783) | (24,000) | ||
Contributed Capital | 12,000 | 12,000 | ||||
Net loss | (12,000) | (12,000) | ||||
Balance, shares at Aug. 31, 2011 | 414,042 | |||||
Balance, value at Aug. 31, 2011 | $ 414 | 13,991,369 | (13,955,783) | (36,000) | ||
Contributed Capital | 12,000 | 12,000 | ||||
Shares issued for Services, shares | 769,231 | |||||
Shares issued for Services, value | $ 769 | 359,231 | 360,000 | |||
Net loss | (372,000) | (372,000) | ||||
Balance, shares at Aug. 31, 2012 | 1,183,273 | |||||
Balance, value at Aug. 31, 2012 | $ 1,183 | 14,362,600 | (13,955,783) | (408,000) | ||
Shares issued for Services, shares | 83,400,311 | |||||
Shares issued for Services, value | 32,381,309 | 98,820 | $ 32,563,529 | |||
Shares issued for cash, shares | 12,359,845 | |||||
Shares issued for cash, value | 519,640 | $ 532,000 | ||||
Net loss | (33,322,711) | (33,322,711) | ||||
Balance, shares at Aug. 31, 2013 | 96,943,429 | |||||
Balance, value at Aug. 31, 2013 | $ 96,943 | 47,263,549 | (13,955,783) | (33,730,711) | 98,820 | (227,182) |
Shares issued for Services, shares | 23,753,334 | |||||
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 | |||
Shares to be issued cancelled, value | (98,820) | (98,820) | ||||
Shares Cancelled, shares | (488,638) | |||||
Shares Cancelled, value | $ (489) | (97,239) | (97,728) | |||
Net loss | (2,871,673) | $ (2,871,673) | ||||
Balance, shares at Aug. 31, 2014 | 122,826,003 | 175,187,683 | ||||
Balance, value at Aug. 31, 2014 | $ 122,826 | 49,882,104 | (13,955,783) | (36,602,384) | $ (553,237) | |
Shares issued for Services, shares | 47,330,876 | |||||
Shares issued for Services, value | $ 47,331 | 1,922,727 | 1,776,462 | |||
Shares issued for cash, shares | 1,943,581 | |||||
Shares issued for cash, value | $ 1,944 | 44,306 | 24,500 | |||
Shares issued for cash previously rec'd, shares | 3,087,223 | |||||
Shares issued for cash previously rec'd, value | $ 3,087 | 84,836 | ||||
Net loss | (2,593,068) | $ (2,593,668) | ||||
Balance, shares at Aug. 31, 2015 | 175,187,683 | 175,187,683 | ||||
Balance, value at Aug. 31, 2015 | $ 175,188 | $ 51,933,973 | $ (13,955,783) | $ (39,196,052) | $ (1,042,674) |
Organization And Description Of
Organization And Description Of Business | 12 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
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 the present day. The Company’s financial statements for generated by management. The Company has not engaged a qualified PCAOB firm to render an opinion on the financial statements. The Company is currently suspended from trading and is seeking to be reinstated |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
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 pr e p i e m m e e a m e e m m m i m a a m p o n h ff h e o m n b i n d o o on g n n b t h d o i n n n h p o e m u o e e e n x e e d u n t h r o n e o d u e u f e f i m M anage m f u t ck n o l e h po f o ad n s o un ou n b h m e e v e n e m p ' e i n c u n o ro e t s u e m e m s h 1 c o r d t i o d 2 a c o an e o d h p p i o i m nn u n a n n h p n i h n a n o d o u o p on o t h m p t h 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 August 31, 2015. 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 August 31, 2015. 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 August 31, 2015. 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 years ended August 31, 2015 and 2014. 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 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. |
Going Concern
Going Concern | 12 Months Ended |
Aug. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN As reflected in the accompanying financial statements, the Company had a net loss of $2,593,668 for the year ended August 31, 2015. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS Included in general and administrative costs were amounts accrued to its chief operating officer of $150,000 and its chief financial officer of $129,996. Included in Accounts Payable and Accrued Expenses are amounts owed to its officers and directors for salaries and benefits of $521,296. Included in notes payable is an amount of $30,089 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 nonpayment. During the year ended August 31, 2015 the Company issued 3,928,290 shares of stock for services to its CEO and 500,000 shares to its CFO. |
Note Payable
Note Payable | 12 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
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 $319,603. A tenth note for $30,089 without interest is owed to the Company’s CEO. The total note payable liability is $349,692 and is shown on the balance sheet under notes payable. Interest owed at May 31, 2015 equals $80,668 and is shown on the balance sheet. Total interest expense for the year ended August 31, 2015 was $52,105 which is shown on the statement of operations. |
Equity
Equity | 12 Months Ended |
Aug. 31, 2015 | |
Equity [Abstract] | |
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 0.115 dollars per share for marketing services. On May 5, 2014 the Company rescinded 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 rescinded 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. For the three months ended February 28, 2015 the Company issued 11,375,580 shares of stock of which 7,087,200 shares were issued for services valued at $212,616. 1,201,157 shares were issued for cash of $21,750 and the balance of 3,087,223 shares for cash of $87,923 previously contributed. 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. |
Employment Agreements
Employment Agreements | 12 Months Ended |
Aug. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Employment Agreements | NOTE 7 – EMPLOYMENT AGREEMENTS The Company has entered into employment contracts with the CEO and CFO in November 2015 for $150,000 and $130,000 respectively for two years. |
Income Tax
Income Tax | 12 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 8 – 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, 2015 and 2014: August 31, August 31, 2014 Deferred Tax Assets – Non-current: NOL Carryover $ (360,958 ) $ (360,958 ) — Less valuation allowance 360,958 360,958 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, 2015 and 2014 due to the following: 2015 2014 Book Income (2,593,668 ) $ (2,871,673 ) Meals and Entertainment — — Stock for Services 1,970,058 2,465,118 Accrued Payroll 406,141 190,173 Valuation allowance 217,469 216,382 $ — $ — At August 31, 2015, 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, 2012 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist. |
Summary Of Significant Accoun16
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
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 pr e p i e m m e e a m e e m m m i m a a m p o n h ff h e o m n b i n d o o on g n n b t h d o i n n n h p o e m u o e e e n x e e d u n t h r o n e o d u e u f e f i m M anage m f u t ck n o l e h po f o ad n s o un ou n b h m e e v e n e m p ' e i n c u n o ro e t s u e m e m s h 1 c o r d t i o d 2 a c o an e o d h p p i o i m nn u n a n n h p n i h n a n o d o u o p on o t h m p t h |
Development Stage Company | 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 | 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 August 31, 2015. 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 August 31, 2015. |
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 August 31, 2015. |
Cash Flows Reporting | 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 | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were $0 for years ended August 31, 2015 and 2014. |
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 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. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Income Tax Tables | |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of August 31, 2015 and 2014: August 31, August 31, 2014 Deferred Tax Assets – Non-current: NOL Carryover $ (360,958 ) $ (360,958 ) — Less valuation allowance 360,958 360,958 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, 2015 and 2014 due to the following: 2015 2014 Book Income (2,593,668 ) $ (2,871,673 ) Meals and Entertainment — — Stock for Services 1,970,058 2,465,118 Accrued Payroll 406,141 190,173 Valuation allowance 217,469 216,382 $ — $ — |
Income Tax (Schedule Of Net Def
Income Tax (Schedule Of Net Deferred Tax Assets) (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2014 |
Deferred Tax Assets - Non-current: | ||
NOL Carryover | $ 360,958 | $ 360,958 |
Less valuation allowance | 360,958 | 360,958 |
Deferred tax assets, net of valuation allowance |
Income Tax (Schedule Of Reconci
Income Tax (Schedule Of Reconciliation Of Income Tax Provision) (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Schedule Of Reconciliation Of Income Tax Provision Details | ||
Book income | $ (2,593,668) | $ (2,871,673) |
Meals and entertainment | ||
Stock for services | 1,970,058 | 2,465,118 |
Accrued payroll | 406,141 | 190,173 |
Valuation allowance | 217,469 | 216,382 |
Income tax expense |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Advertising cost | $ 0 | $ 0 |
Minimum | ||
Estimated useful life of equipments | 3 years | |
Maximum | ||
Estimated useful life of equipments | 7 years |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Oct. 10, 2013 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period for services, shares | 83,400,311 | |||||||
Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period for services, shares | 10,200,000 | 7,087,200 | 10,243,676 | 13,533,334 | 47,330,876 | 23,753,334 | 769,231 | |
Chief Financial Officer [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period for services, shares | 500,000 | |||||||
Officers And Directors [Member] | Accounts Payable And Accrued Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts payable related party | $ 521,296 | |||||||
CEO [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period for services, shares | 3,928,290 | |||||||
CEO [Member] | Note Payable - Tenth Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument description | The loan is without interest and is secured by a stock issuance of 30,000,000 shares in the event of non repayment. | |||||||
General and Administrative Expense [Member] | Chief Operating Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative related party | $ 150,000 | |||||||
General and Administrative Expense [Member] | Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative related party | $ 129,996 |
Note Payable (Narrative) (Detai
Note Payable (Narrative) (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Short-term Debt [Line Items] | ||
Note payable outstanding | $ 349,692 | $ 318,800 |
Interest expense | 52,105 | 24,090 |
Accrued interest | $ 80,668 | $ 28,728 |
Note Payable - Nine Short Term Loans [Member] | ||
Short-term Debt [Line Items] | ||
Interest term | The Company is obligated on nine short term loans, all past due except one, with three bearing interest at 15% and six with interest at 5% totaling $319,603. | |
Note payable outstanding | $ 319,603 | |
Interest expense | 52,105 | |
Accrued interest | 80,668 | |
Note Payable - Tenth Note [Member] | CEO [Member] | ||
Short-term Debt [Line Items] | ||
Note payable outstanding | 30,089 | |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Note payable outstanding | $ 349,692 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) | May 05, 2014 | Oct. 10, 2013 | Sep. 17, 2012 | May 31, 2014 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Feb. 28, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Rescinded stock, value | $ (97,728) | |||||||||||
Stock issued for cash, shares | 12,359,845 | |||||||||||
Stock issued for cash, value | $ 24,500 | 80,500 | $ 532,000 | |||||||||
Stock issued for services, shares | 83,400,311 | |||||||||||
Stock issued for services, value | 1,776,462 | 2,661,666 | $ 32,563,529 | $ 360,000 | ||||||||
Proceeds from issuance of stock under subscrption agreement | $ 134,173 | $ 80,500 | ||||||||||
Warrant [Member] | ||||||||||||
Warrant issued for each stock issued for cash | 1 | 1 | ||||||||||
Strike price of warrant issued for cash | $ 0.70 | $ 0.70 | ||||||||||
Warrant exercisable description | Exercisable anytime within 5 years of September 2012 | |||||||||||
Common Stock [Member] | ||||||||||||
Reverse stock split | 1 to 130 reverse stock split | |||||||||||
Rescinded stock, shares | 488,638 | (488,638) | ||||||||||
Rescinded stock, value | $ 97,728 | $ 98,820 | $ (489) | |||||||||
Share issue price per share | $ 0.20 | $ 0.115 | ||||||||||
Stock issued for cash, shares | 1,201,157 | 743,242 | 2,637,878 | 1,943,581 | 2,637,878 | |||||||
Stock issued for cash, value | $ 21,750 | $ 24,500 | $ 80,500 | $ 1,944 | $ 2,638 | |||||||
Stock issued for services, shares | 10,200,000 | 7,087,200 | 10,243,676 | 13,533,334 | 47,330,876 | 23,753,334 | 769,231 | |||||
Stock issued for services, value | $ 212,616 | $ 1,757,442 | $ 1,488,666 | $ 47,331 | $ 23,734 | $ 769 | ||||||
Total number of shares issued during the period | 11,375,580 | 40,986,100 | 95,760,156 | |||||||||
Stock issued as security for loan, shares | 3,087,223 | |||||||||||
Proceeds from issuance of stock under subscrption agreement | $ 87,923 | |||||||||||
Stock to be issued for subscription agreement, shares | 2,664,333 | |||||||||||
Stock issued for previously contributed cash under subscription agreement, shares | 3,087,223 | |||||||||||
Common Stock [Member] | CEO [Member] | ||||||||||||
Stock issued for services, shares | 3,928,290 | |||||||||||
Common Stock [Member] | Note Payable - Tenth Note [Member] | CEO [Member] | ||||||||||||
Stock issued as security for loan, shares | 30,000,000 | |||||||||||
Common Stock [Member] | Founder [Member] | ||||||||||||
Stock issued for services, shares | 12,000,000 | |||||||||||
Description of additional shares agreed to issue for services | The Company by board resolution has agreed to issue an additional 200,000 shares for services valued at the market price of .4941 or $98,820. | |||||||||||
Common Stock [Member] | Founder [Member] | Minimum | ||||||||||||
Share issue price per share | $ 0.25 | |||||||||||
Common Stock [Member] | Founder [Member] | Maximum | ||||||||||||
Share issue price per share | $ 0.50 |
Employment Agreements (Narrativ
Employment Agreements (Narrative) (Details) | Nov. 11, 2015USD ($) |
Employment Agreement With CEO For 2 Years [Member] | |
Other commitment | $ 150,000 |
Employment Agreement With CFO For 2 Years [Member] | |
Other commitment | $ 130,000 |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) | 12 Months Ended |
Aug. 31, 2015USD ($) | |
Income Tax Narrative Details | |
Net operating loss carryforward | $ 975,500 |
Operating loss carryforward terms | That may be offset against future taxable income from the year 2014 to 2034. |