iTalk 10-Q 21 Apr 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Feb. 28, 2014	Apr. 21, 2014
Document And Entity Information	'	'
Entity Registrant Name	'iTalk Inc.	'
Document Type	'10-Q	'
Document Period End Date	28-Feb-14	'
Amendment Flag	'false	'
Entity Central Index Key	'0001373444	'
Current Fiscal Year End Date	'--08-31	'
Entity Common Stock, Shares Outstanding	'	74,457,680
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q2	'

iTalk_Inc_CONDENSED_CONSOLIDAT

iTalk Inc. - CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $)	Feb. 28, 2014	Aug. 31, 2013
Current Assets	'	'
Cash	$26,533	$42,370
Prepaid and other expenses	24,503	36,869
Total Current Assets	51,036	79,239
Property and equipment, net	94,326	109,464
Other assets:	'	'
Customer lists, net	229,500	256,500
Domain rights	105,167	125,400
Total other assets	334,667	381,900
Total Assets	480,029	570,603
Current Liabilities	'	'
Accounts payable and accrued expenses	217,978	131,734
Deferred revenue	126,503	76,304
Settlement payable	348,000	'
Notes payable	150,000	250,000
Convertible note payable, net of debt discount of $244,932	55,068	130,928
Stock based payable	121,049	14,725
Advances payable	50,000	50,000
Advances Payable - Related Party	3,300	3,300
Loan Payable - Related Party	36,965	36,965
Derivative liability	874,129	'
Total Current Liabilities	1,982,992	693,956
Stockholders' Deficit	'	'
Preferred stock; $0.001 par value; 50,000,000 and -0- shares authorized; 50,000,000 and -0- shares issued and outstanding as of February 28, 2014 and August 31, 2013; respectively	'	'
Series A Preferred Stock, $0.001 par value; 5 and -0- shares designated, 5 and -0- shares issued and outstanding as of February 28, 2014 and August 31, 2013, respectively	'	'
Series B Preferred Stock, $0.001 par value; 49,999,995 and -0- shares designated, 49,999,995 and -0- shares issued; -0- and -0- shares outstanding as of February 28, 2014 and August 31, 2013, respectively	50,000	'
Common stock, $0.001 par value, 500,000,000 shares authorized; 74,457,680 and 46,350,000 shares issued and outstanding as of February 28, 2014 and August 31, 2013, respectively	74,458	46,350
Additional paid in capital	1,487,450	579,151
Common stock subscriptions	112,500	'
Common stock subscription receivable	-500,000	'
Accumulated deficit	-2,727,371	-748,854
Total stockholders' deficit	-1,502,963	-123,353
Total liabilities and stockholders' deficit	$480,029	$570,603

iTalk_Inc_CONDENSED_CONSOLIDAT1

iTalk Inc. - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Feb. 28, 2014	Aug. 31, 2013
Statement of Financial Position [Abstract]	'	'
Preferred stock, Par Value	$0.00	$0.00
Preferred stock, Shares Authorized	50,000,000	0
Preferred stock, Shares Issued	50,000,000	0
Preferred stock, Shares Outstanding	50,000,000	0
Preferred stock Series A, Par Value	$0.00	$0.00
Preferred stock Series A, Shares Authorized	5	0
Preferred stock Series A, Shares Issued	5	0
Preferred stock Series A, Shares Outstanding	5	0
Preferred stock Series B, Par Value	$0.00	$0.00
Preferred stock Series B, Shares Authorized	49,999,995	0
Preferred stock Series B , Shares Issued	49,999,995	0
Preferred stock Series B, Shares Outstanding	49,999,995	0
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	74,457,680	46,350,000
Common Stock, Shares Outstanding	74,457,680	46,350,000

iTalk_Inc_CONDENSED_CONSOLIDAT2

iTalk Inc. - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $)	3 Months Ended		6 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013
Revenues	'	'	'	'
Sales	$137,620	'	$345,952	'
Cost of sales	146,169	'	332,851	'
Gross (loss) profit	-8,549	'	13,101	'
Operating Expenses	'	'	'	'
Selling, general and administrative	144,395	23,939	797,762	31,965
Research and development expenses	20,009	'	28,000	'
Depreciation and amortization	35,075	'	62,997	'
Total operating expenses	199,479	23,939	888,759	31,965
Loss from operations	-208,028	-23,939	-875,658	-31,965
Other income (expense):	'	'	'	'
Gain on change in fair value of derivatives	1,134,280	'	154,516	'
Interest expense	-210,249	'	-1,257,375	'
Income (loss) before provision for income taxes	716,003	-23,939	-1,978,517	-31,965
Provision for income taxes (benefit)	'	'	'	'
NET INCOME (LOSS)	$716,003	($23,939)	($1,978,517)	($31,965)
Net loss per common share, basic	$0.01	$0	($0.04)	$0
Net loss per common share, diluted	($0.01)	$0	($0.04)	$0
Weighted average number of common shares outstanding, basic	49,402,124	42,500,000	48,415,487	42,500,000
Weighted average number of common shares outstanding, diluted	65,721,489	42,500,000	48,415,487	42,500,000

Recovered_Sheet1

iTALK, INC. - CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)	Series B preferred stock	Common Stock	Additional Paid-In Capital	Common Stock Subscription	Deficit Accumulated During Development Stage	Total
Beginning Balance, Amount at Aug. 31, 2013	'	$46,350	$579,151	'	($748,854)	($123,353)
Beginning Balance, Shares at Aug. 31, 2013	'	46,350,000	'	'	'	'
Series B preferred stock issued to acquire United States Treasury bond, Amount	50,000	'	-50,000	'	'	'
Series B preferred stock issued to acquire United States Treasury bond, Shares	49,999,995	'	'	'	'	'
Common stock issued in connection with issuance of convertible debt, Amount	'	1,000	144,000	'	'	145,000
Common stock issued in connection with issuance of convertible debt, Shares	'	1,000,000	'	'	'	'
Series A preferred stock issued for services rendered	'	'	183,385	'	'	'
Common stock issued as payment of settlement payable, Amount	'	1,108	114,414	'	'	115,522
Common stock issued as payment of settlement payable, Shares	'	1,107,680	'	'	'	'
Common stock issued in connection with forbearance agreement, Amount	'	500	42,000	'	'	42,500
Common stock issued in connection with forbearance agreement, Shares	'	500,000	'	'	'	'
Common stock issued for previous common stock subscription, Amount	'	500	-500	'	'	'
Common stock issued for previous common stock subscription, Shares	'	500,000	'	'	'	'
Common stock issued in connection with subscription agreement, Amount	'	25,000	475,000	'	-500,000	'
Common stock issued in connection with subscription agreement, Shares	'	25,000,000	'	'	'	'
Common stock subscription received	'	'	'	112,500	'	112,500
Net loss	'	'	'	'	-1,978,517	-1,978,517
Ending Balance, Amount at Feb. 28, 2014	$50,000	$1,487,450	$112,500	($500,000)	($2,727,371)	($1,502,963)
Ending Balance, Shares at Feb. 28, 2014	49,999,995	74,457,680	'	'	'	'

iTalk_Inc_CONDENSED_CONSOLIDAT3

iTalk Inc. - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited) (USD $)	6 Months Ended
	Feb. 28, 2014	Feb. 28, 2013
Cash Flows from Operating Activities	'	'
Net Loss	($1,978,517)	($31,965)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization	62,997	'
Amortization of debt discount	926,656	'
Bad debt expense	80,065	'
Common stock issuable in connection with forbearance agreement	106,324	'
Liability for registration rights	155,080	'
Gain on change in derivative liabilities	-154,516	'
Stock based compensation	197,021	'
Changes in operating assets and liabilities:	'	'
Accounts receivable	-80,065	'
Prepaid expenses	-1,270	'
Advances from stockholders/officers	'	'
Accounts payable and accrued expenses	123,314	15,767
Deferred revenue	50,199	'
Net cash used in operating activities	-512,712	-16,198
Cash Flows From Investing Activities	'	'
Purchase of property and equipment	-625	'
CASH FLOWS FROM INVESTING ACTIVITIES:	-625	'
Cash Flows from Financing Activities	'	'
Proceeds from common stock subscriptions	112,500	'
Proceeds from notes payable	150,000	'
Proceeds from convertible note payable	235,000	'
Proceeds from related party loans	'	15,000
Net Cash provided by financing activities	497,500	15,000
Net decrease in cash	-15,837	-1,198
Cash at beginning of period	42,370	1,578
Cash at end of period	26,533	380
Supplemental Disclosures of Cash Flow Information	'	'
Interest paid	'	'
Income taxes paid	'	'
Non cash investing and financing activities:	'	'
Common stock issued in payment of settlement payable	115,522	'
Common stock issued in connection with issuance of convertible debt	$145,000	'

1_SUMMARY_OF_SIGNIFICANT_ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Feb. 28, 2014
Accounting Policies [Abstract]	'
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows:
	Business and Basis of Presentation
	iTALK, INC. (the “Company”) was formed on July 10, 2006 under the laws of the State of Nevada as Sopac Cellular Solutions, Inc. On December 18, 2012, the Company changed its name iTALK, INC. effected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to facilitate the name change. The Company was formed to sell wireless technology and cell phone service to medium and large corporations, involving a large array of cellular service plans, cell phones, software and accessories.
	During 2013, the Company transitioned from a development stage enterprise to an operating company, as the Company’s revenue from wireless technology began from acquisitions. As such, the Company began recognizing revenues from sales of their product in the fourth quarter of 2013.
	The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoLp, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.
	Interim Financial Statements
	The following (a) condensed consolidated balance sheet as of August 31, 2013, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended February 28, 2014 are not necessarily indicative of results that may be expected for the year ended August 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on December 16, 2013.
	Going Concern
	The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $1,978,517 and $31,965 for the six month periods ended February 28, 2014 and 2013, respectively, accumulated deficit of $2,727,371 and total current liabilities in excess of current assets of $1,931,956 as of February 28, 2014.
	The Company has minimal revenues from operations and will be dependent on funds to raise to satisfy its ongoing capital requirements for the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or by in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, or on acceptable terms, or at all. In any of these pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.
	The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
	Revenue Recognition
	The Company follows the guidance in Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. SAB 104 states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.
	Revenues are primarily derived from fees charged to terminate voice services over the Company’s network and from related monthly recurring charges. Variable revenue is earned based on the number of minutes during a call and is recognized upon completion of a call. Revenue from each customer is calculated from information received through the Company’s network switches. The Company tracks the information received from the switch and analyzes the call detail records and applies the respective revenue rate for each call. Fixed revenue is earned from monthly recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time. Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of the service by the customer. Cash fees received prior to call completion are recorded on the Company’s consolidated balance sheets as unearned revenue. As of February 28, 2014 and August 31, 2013, the Company recorded unearned revenue of $126,503 and $76,304, respectively.
	Use of estimates
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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. Significant estimates include the useful life of fixed assets and assumptions used in the fair value of stock-based compensation.
	Derivative Instrument Liability
	The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged.
	In accordance with this authoritative guidance, the Company  recognized certain reset conversion features embedded in an issued a settlement agreement, convertible note payable and registration rights agreement as derivative instruments at fair value.
	Accounting for changes in the fair value of the derivative instruments depend on whether the derivative qualifies as hedge relationships and the types of relationships designated are based on the exposures hedged. At February 28, 2014 and August 31, 2013, the Company did not have any derivative instruments that were designated as hedges.
	Net Income (loss) per Common Share
	The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares were comprised of 16,319,364 shares issuable upon conversion of a convertible note payable and settlement obligation as of February 28, 2014. There were no common stock equivalents as of February 28, 2013.
	Research and development
	In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $20,009 and $28,000 for the three and six months ended February 28, 2014, respectively; and $-0- and $-0- for the three and six months ended February 28, 2013, respectively. The Company expects the research and development costs to increase in the future as it continues to invest in the infrastructure that is critical to achieve our business goals and objectives.
	Cash and Cash Equivalents
	For purposes of reporting cash flows, the Company considers all cash on hand, in banks, certificates of deposit and other highly liquid debt instruments with a maturity of three months or less at the date of purchase, to be cash and cash equivalents.
	Property and equipment
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset's estimated useful life, which is five years for computer assets and software. Expenditures for maintenance and repairs are expensed as incurred.
	Intangible Assets
	The Company amortized its identifiable intangible assets using the straight-line method over their estimated period of benefit.  The estimated useful lives of the customer relationships and domain rights are five years. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists.
	Segment Information
	Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s only principal operating segment.
	Prepaid Expenses
	From time to time, the Company issues shares of its common stock for services to be performed.  The fair value of the common stock is determined at the date of the contract for services and is amortized ratably over the term of the contract.  As of February 28, 2014 and August 31, 2013, prepaid expenses relating to stock based payments were $22,727 and $36,364, respectively.
	Stock-Based Compensation
	The Company accounts for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
	This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
	Compensation expense for restricted stock or options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.
	Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price as determined by an outside third-party, an average volatility of comparable companies, U.S. risk-free rate, dividend rate, and estimated life.
	Income taxes
	Income tax provisions or benefits for interim periods are computed based on the Company’s estimated annual effective tax rate. Based on the Company's historical losses and its expectation of continuation of losses for the foreseeable future, the Company has determined that it is more likely than not that deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance. As the Company anticipates or anticipated that its net deferred tax assets at February 28, 2014 and 2013 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended February 28, 2014 and 2013 related to losses incurred during such periods.
	Fair Value of Financial Instruments
	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2014 and August 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
	Recently Issued Accounting Pronouncements
	There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

2_PROPERTY_AND_EQUIPMENT

2. PROPERTY AND EQUIPMENT	6 Months Ended
	Feb. 28, 2014
Property, Plant and Equipment [Abstract]	'
2. PROPERTY AND EQUIPMENT	'
	Property and equipment as of February 28, 2014 and August 31, 2013 is summarized as follows:
		February 28,			August 31,
		2014			2013
	Computer equipment	$	13,442		$	12,817
	Software		112,950			112,950
	Total		126,392			125,767
	Less:  accumulated depreciation		(32,066	)		(16,303	)
		$	94,326		$	109,464
	Depreciation for the three and six months ended February 28, 2014 was $10,117 and $15,764, respectively.  Depreciation of the three and six months ended February 28, 2013 was $-0- and $-0-, respectively.

3_INTANGIBLE_ASSETS

3. INTANGIBLE ASSETS	6 Months Ended
	Feb. 28, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
3. INTANGIBLE ASSETS	'
	Intangible assets as of  February 28, 2014 and August 31, 2013 are summarized as follows:
		February 28,			August 31,
		2014			2013
	Customer list	$	270,000		$	270,000
	Domain names and trade-marks		132,000			132,000
	Sub total		402,000			402,000
	Less, accumulated amortization		(67,333	)		(20,100	)
	Other intangibles, net of accumulated amortization	$	334,667		$	381,900
	Customer lists, domain names and trade-marks acquired are amortized over their estimated useful lives of 5 years.  Amortization for the three and six months ended February 28, 2014 was $24,958 and $47,233, respectively, and $-0- and $-0- for the three and six months ended February 28, 2013.

4_SETTLEMENT_PAYABLE

4. SETTLEMENT PAYABLE	6 Months Ended
	Feb. 28, 2014
Commitments and Contingencies Disclosure [Abstract]	'
4. SETTLEMENT PAYABLE	'
	On October 18, 2013, the Company entered into a settlement agreement with IBC Funds (“IBC”) in settlement of an aggregate of $418,000 of past-due obligations of the Company comprised of notes payable in aggregate of $380,928 and related accrued interest, which IBC had purchased from certain vendors of the Company pursuant to the terms of separate claim purchase agreements between IBC and each of such vendors, plus fees and costs.
	Pursuant to the terms of the settlement agreement, the Company issued 343,808 shares of the Company’s common stock as a settlement fee and agreed to issue, in one or more tranches as necessary, that number of shares equal to $20,000 upon conversion to Common Stock at a conversion rate equal to 65% of the lowest closing bid price of the Common Stock during the ten trading days prior to the date the conversion is requested by IBC. The Company has identified the embedded derivatives related to the settlement agreement. These embedded derivatives included certain conversion features and reset provisions.
	The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of settlement agreement and to fair value as of each subsequent reporting date which at February 28, 2014 was $561,916. At the inception of the settlement agreement, the Company determined the aggregate fair value of $631,220 of the embedded derivatives.
	The fair value of the embedded derivatives at inception was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 229.31%, (3) weighted average risk-free interest rate of 0.12% %, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock from $0.1316 per share. The initial fair value of the embedded debt derivative of $631,220 was allocated as a debt discount up to the settlement agreement ($418,000) with the remainder ($213,220) charged to current period operations as interest expense. For the six months ended February 28, 2014, the Company amortized $418,000, due to the demand nature of the agreement ,to current period operations as interest expense. As of February 28, 2014 the gross balance of the settlement agreement was $348,000.
	During the six months ended February 28, 2014, the Company issued an aggregate of 1,107,680 shares of its common stock as payment of $70,000 of the settlement payable.
	At February 28, 2014, the fair value of the embedded derivatives of $561,916 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 271.09%, (3) weighted average risk-free interest rate of 0.12% %, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock from $0.06 per share.

5_NOTES_PAYABLE

5. NOTES PAYABLE	6 Months Ended
	Feb. 28, 2014
Debt Disclosure [Abstract]	'
5. NOTES PAYABLE	'
	On September 16, 2013, the Company issued two unsecured notes payable,  in the aggregate amount of $150,000,  a bearing interest at 12% per annum with both principal and interest due at March 31, 2014.  The Company may repay the notes at any time prior to maturity at amount equal to 130% of the outstanding principal redeemed plus accrued interest.
	The holders have a right, at maturity or in an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen trading days from the conversion date.

6_CONVERTIBLE_NOTE_PAYABLE

6. CONVERTIBLE NOTE PAYABLE	6 Months Ended
	Feb. 28, 2014
Notes to Financial Statements	'
6. CONVERTIBLE NOTE PAYABLE	'
	On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP ("Dutchess").  The Company received proceeds from the Note in the amount of $235,000.  The Note does not bear an interest rate, however, the Company is obligated to repay Dutchess $300,000 on or before November 30, 2013.  If the Company has not repaid the entire Note by the repayment date, it is obligated to pay Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.  As of February 28, 2014, no payments have been made and the convertible note currently is in default.
	The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess.  The conversion price is 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company. The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
	The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at February 28, 2014 was $312,214. At the inception of the note, the Company determined the aggregate fair value of $287,868 of the embedded derivatives.
	The fair value of the embedded derivatives at inception was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 229.67%, (3) weighted average risk-free interest rate of 0.33% %, (4) expected life of 2.00 years, and (5) estimated fair value of the Company’s common stock from $0.1350 per share. The initial fair value of the embedded debt derivative of $287,868 was allocated as a debt discount up to the net proceeds ($235,000) with the remainder ($52,868) charged to current period operations as interest expense. For the three and six months ended February 28, 2014, the Company amortized $300,000 (financing costs of $65,000 plus allocated conversion feature of $235,000) of $36,986 and $55,068 to current period operations as interest expense, respectively. As of February 28, 2014 the gross balance of the note payable was $300,000.
	At February 28, 2014, the fair value of the embedded derivatives of $312,214 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 271.09%, (3) weighted average risk-free interest rate of 0.33% %, (4) expected life of 1.72 years, and (5) estimated fair value of the Company’s common stock from $0.06 per share.
	In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess.  The Fair value of the inducement shares issued of $145,000 were charged to current period operations as interest expense during the six months ended February 28, 2014.
	Registration rights agreement
	The Company is obligated to file a registration statement with the Securities and Exchange Commission (the “Commission”) for the shares of common stock underlying the conversion feature of the note, including the monthly payments, no later than January 16, 2014 (as extended).  If the Company fails to file the registration statement by such date and for each 30 day calendar period thereafter that it has failed to file it, the conversion price will be decreased by 10%.  If and when the registration statement is declared effective by the Commission, Dutchess may, at its option, convert the monthly payments into common stock at the conversion price in lieu of cash payments. If the registration statement covering the securities is not timely filed, the Company will pay the holders liquidated damages of two percent (2%) per month of the outstanding principal amount.
	As of February 28, 2014, the Company is negotiating to issue shares of its common stock on a monthly basis as forbearance against the above defined registration rights agreement.  As such, the Company recorded as stock based payable the fair value of the Company’s common stock in aggregate of $106,324 representing the months of January and February 2014 as a charge to interest expense for current period operations.

7_DERIVATIVE_LIABILITIES

7. DERIVATIVE LIABILITIES	6 Months Ended
	Feb. 28, 2014
Notes to Financial Statements	'
7. DERIVATIVE LIABILITIES	'
	As described in Notes 4 and 6 above, the Company has identified embedded derivatives in a settlement and note payables. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date which at February 28, 2014 was aggregate of $874,129.
	During the six months ended February 28, 2014, the Company recorded an aggregate of $154,516 gain on change in fair value of derivative liabilities ($69,304 relating to settlement payable and $58,212 relating to convertible note payable).

8_STOCK_BASED_PAYABLE

8. STOCK BASED PAYABLE	6 Months Ended
	Feb. 28, 2014
Notes to Financial Statements	'
8. STOCK BASED PAYABLE	'
	In connection with the acquisition of Rocket VoIP, the Company is obligated to issue a remaining 95,000 shares of the Company’s common stock.  As such, the Company has recorded a stock based payable of $14,725 reflecting the fair value of the 95,000 shares of common stock at the date of the acquisition.
	In addition, as described in Note 6 above, the Company is obligated to issue an aggregate of 750,000 shares of its common stock as forbearance against a registration rights agreement associated with the convertible debt.  As such, the Company recorded as stock based payable the fair value of the Company’s common stock in aggregate of $106,324 representing the payable as a charge to interest expense for current period operations.

9_ADVANCES_PAYABLE

9. ADVANCES PAYABLE	6 Months Ended
	Feb. 28, 2014
Notes to Financial Statements	'
9. ADVANCES PAYABLE	'
	As of February 28, 2014 and August 31, 2013, the Company has received advances, interest free and is due upon demand.

10_STOCKHOLDERS_EQUITY

10. STOCKHOLDERS EQUITY	6 Months Ended
	Feb. 28, 2014
Equity [Abstract]	'
10. STOCKHOLDERS EQUITY	'
	Preferred stock
	As of February 28, 2014 and August 31, 2013, the Company the Company had authorized 50,000,000 shares of preferred stock authorized and outstanding.
	Series A Preferred Stock
	On October 10 2013, the Company designated 5 shares of its authorized preferred stock as “Series A Preferred Stock”  The Series A Preferred Stock has no conversion rights, ranks on parity with the Company’s common or any other series of capital stock, except Series B Preferred Stock (see below).
	Voting rights. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any preferred stocks which are issued and outstanding at the time of voting. Each individual share of Series B Preferred Stock will therefore have its proportional vote of the Series B Preferred Stock as described below.
	In October 2013, the Company issued 5 shares of Series A Preferred Stock to David Levy, the Company’s Chief Executive Officer, for services rendered.  Since the Series A Preferred Stock has no conversion rights into common stock, the shares are not trading and lack marketability.  Accordingly, the Company charged operations for the issuance of the 5 shares of Series A Preferred Stock totaling $183,385 during the six months ended February 28, 2014.  The fair value was determined based upon an analysis of the Company’s common stock less various discount factors, including a lack of marketability.  Accordingly, Mr. Levy will exercise control over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.
	Series B Preferred Stock
	On October 15, 2013, the Company designated 49,999,995 shares of its authorized preferred stock as “Series B Preferred Stock”.  The each share of Series B Preferred Stock is convertible into 20 shares of the Company’s common stock, at any time with the Company permission, but restricted for a period of a) six months after purchase, if the Company files public reports pursuant to Section 12 or Section 15 of the Securities Exchange Act of 1934; or b) twelve months if the Company does not file such public reports.
	Voting rights. Each share of the Series B Preferred Stock share have 20 votes for any election or other vote placed before the shareholders of the Company.
	On October 15, 2013, the Company issued 49,999,995 shares of its Series B Preferred Stock to acquire a 30 year 1934 Federal Reserve Gold Series Bearer Bonds (“U.S. government bonds”).  Previously, the holder of the US government bonds has attempted to redeem the bonds, including taking legal against the United States in Federal Court in order to redeem or monetize the financial instruments. The Series B Preferred Stock issuance was subject to a condition that the Company would receive no less than $1,000,000 gross proceeds from the U.S. government bond within sixty (60) days from the date of the agreement, which was October 7, 2013.  To date, the Company has been unable to receive any proceeds from the receipt of the U.S. government bonds..   The Company entered into an extension agreement to allow the holder of the bond and the Company until April 6, 2014 to consummate the transaction. The Company is negotiating an additional extension as of filing date.
	While we can have no assurance that we will be able to achieve this goal, in the event we are unable to monetize the bond to a certain level the holder of the bond will be required to return to the Company all shares of the Company’s Series B Preferred Stock.  As of the date of the filing, the Company has not been able monetize the U.S. government bond and accordingly has deemed the issuance as not outstanding and recorded the par value of the issued Series B Preferred Stock of $50,000 as a charge to additional paid in capital.  In addition, the Company did not account for a derivative liability associated with excessive committed common shares at February 28, 2014 due to the incomplete nature of the transaction.
	Common stock
	As described in Note 5, the Company issued 1,000,000 shares of its common stock as an inducement to enter a convertible note payable
	As described in Note 4, the Company issued an aggregate of  1,107,680 shares of its common stock in payment of $70,000 of the a settlement agreement.
	On October 31, 2013, the Company issued 500,000 shares of its common stock in settlement of a common stock subscription agreement.
	On December 12, 2013, the Company issued 500,000 shares of its common stock to extend the registration rights agreement obligation to January 16, 2014.
	On February 28, 2014, the Company issued 25,000,000 shares of its common stock for a common stock subscription at $0.02 per share, aggregate of $500,000.

11_RELATED_PARTY_TRANSACTIONS

11. RELATED PARTY TRANSACTIONS	6 Months Ended
	Feb. 28, 2014
Disclosure Text Block [Abstract]	'
11. Related Party Transactions	'
	From January 1, 2007 to November 30, 2012, the Company paid its sole officer and director at the time, Ezra E. Ezra,  $100 per month for use of office space and services.  Ezra E. Ezra resigned from the Company on January 16,  2013.  As of February 28, 2014 and August 31,  2013  there was an  account  payable  -  related  party of $3,300 reflecting  unpaid rent.
	As of  February 28, 2014 and August 31,  2013,  there  was a loan  payable  due to Ezra E. Ezra for $21,965,  which is non-interest  bearing with no specific  repayment terms and a loan payable due to David F. Levy for $15,000 which is non-interest bearing with no specific repayment terms.
	Officer's  salaries  for the  David  Levy  and  Richard  Dea,  were not paid and accordingly  the Company has accrued their  salaries due under their  employment starting February 1, 2013. The two officers accrued amounts are $87,500 and $42,500 in aggregate as of February 28, 2014 and August 31, 2013, respectively.
	On October 14, 2013, the Board of Directors of the Company implemented a bonus plan (the “Bonus Plan”) for the Company’s Chief Executive Officer, David F. Levy, who also serves as a member of the Board of Directors.  For the purposes of clarity, no fees were paid to Mr. Levy under the Bonus Plan with respect to the Dutchess Bridge Financing.
	Specifically, the Bonus Plan grants Mr. Levy the following rights:
	●   a cash or equity fee, at Mr. Levy’s option, equal to 2% of any non-securitized non-subordinated debt financing (non-subordinated debt is defined as working capital financing, asset based financing, accounts receivable, inventory, equipment, or other fixed asset financing, or a lease financing);
	●   a cash or equity fee, at Mr. Levy’s option, equal to 2% of any non-securitized non-subordinated debt financing (non-subordinated debt is defined as working capital financing, asset based financing, accounts receivable, inventory, equipment, or other fixed asset financing, or a lease financing);
	●    a cash or equity fee, at Mr. Levy’s option, equal to 4% of any non-securitized subordinated financing (subordinated debt is defined as non-inventory and non-accounts receivables based financing but excluding any financing with an equity bonus to the lender);
	●    a cash or equity fee, at Mr. Levy’s option, equal to 5% of equity or quasi-equity financing;
	●   a fee equal to 5% of consideration (as defined in the Bonus Agreement) paid to the Company in the sale or merger of a significant portion of the Company’s business or assets;
	●   a fee equal to 1% of the Company’s market capitalization computed on the last day of the calendar year; and
	●    a fee equal to .5% (or 1/2 of 1%) of any increase in the Company market capitalization from the first day of the calendar year to the last day of the calendar year.
	At February 28, 2014 and August 31, 2013, the Company has non-related party advances in aggregate of $50,000.  The advances are non-interest bearing and are payable upon demand.

12_CONTINGENCIES

12. CONTINGENCIES	6 Months Ended
	Feb. 28, 2014
Commitments and Contingencies Disclosure [Abstract]	'
12. CONTINGENCIES	'
	Litigation
	In connection with a litigation brought by IBC Funds (“IBC”) currently pending in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, Case No.: 2013 CA 7461 NC, on October 18, 2013 the Company entered into a settlement agreement with IBC in settlement of an aggregate of $418,000 of past-due obligations of the Company comprised of notes payable in aggregate of $380,928 and related accrued interest, which IBC had purchased from certain vendors of the Company pursuant to the terms of separate claim purchase agreements between IBC and each of such vendors, plus fees and costs.  Pursuant to the terms of the settlement agreement, the Company issued 1,107,680 shares of the Company’s common stock as a settlement fee and agreed to issue, in one or more tranches as necessary, that number of shares equal to $348,000 upon conversion to Common Stock at a conversion rate equal to 65% of the lowest closing bid price of the Common Stock during the ten trading days prior to the date the conversion is requested by IBC.  The Company has yet to issue all of the shares to IBC under the terms of the settlement agreement.

13_FAIR_VALUE_MEASUREMENT

13. FAIR VALUE MEASUREMENT	6 Months Ended
	Feb. 28, 2014
Fair Value Disclosures [Abstract]	'
13. FAIR VALUE MEASUREMENT	'
	The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
	All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.
	To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
	Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.
	The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.
	As of February 28, 2014 or August 31, 2013, the Company did not have any items that would be classified as level 1 or 2 disclosures.
	The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in notes 4 and 5. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 4 and 6 are that of volatility and market price of the underlying common stock of the Company.
	As of February 28, 2014 and August 31, 2013, the Company did not have any derivative instruments that were designated as hedges.
	The derivative liability as of February 28, 2014, in the amount of $874,129 has a level 3 classification.
	The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of February 28, 2014:
		Derivative
		Liability
	Balance, August 31, 2013	$	-0-
	Total (gains) losses
	Initial fair value of derivative relating to settlement agreement		631,220
	Initial fair value of derivative relating to convertible note payable		287,868
	Initial fair value of derivative relating to registration rights agreement		155,079
	Transfers out of Level 3 upon conversion		(45,522	)
	Mark-to-market at February 28, 2014:		(154,516	)
	Balance, February 28, 2014	$	874,129
	Net loss for the period included in earnings relating to the liabilities held at February 28, 2014	$	154,516

14_SUBSEQUENT_EVENTS

14. SUBSEQUENT EVENTS	6 Months Ended
	Feb. 28, 2014
Disclosure Text Block [Abstract]	'
14. SUBSEQUENT EVENTS	'
	On February 27, 2014, subsequently funded March 2014, the Company issued a 12% unsecured convertible note for $30,000 due on demand bearing interest at 12% per annum due at maturity (demand).  The note is convertible into shares of the Company’s common stock, at any time, at 50% of the average of the three lowest bid prices of the Company’s common stock during ten trading days preceding conversion.

1_SUMMARY_OF_SIGNIFICANT_ACCOU1

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Feb. 28, 2014
Accounting Policies [Abstract]	'
Business and Basis of Presentation	'
	iTALK, INC. (the “Company”) was formed on July 10, 2006 under the laws of the State of Nevada as Sopac Cellular Solutions, Inc. On December 18, 2012, the Company changed its name iTALK, INC. effected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to facilitate the name change. The Company was formed to sell wireless technology and cell phone service to medium and large corporations, involving a large array of cellular service plans, cell phones, software and accessories.
	During 2013, the Company transitioned from a development stage enterprise to an operating company, as the Company’s revenue from wireless technology began from acquisitions. As such, the Company began recognizing revenues from sales of their product in the fourth quarter of 2013.
	The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoLp, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.
Interim Financial Statements	'
	The following (a) condensed consolidated balance sheet as of August 31, 2013, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended February 28, 2014 are not necessarily indicative of results that may be expected for the year ended August 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on December 16, 2013.
Going Concern	'
	The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $1,978,517 and $31,965 for the six month periods ended February 28, 2014 and 2013, respectively, accumulated deficit of $2,727,371 and total current liabilities in excess of current assets of $1,931,956 as of February 28, 2014.
	The Company has minimal revenues from operations and will be dependent on funds to raise to satisfy its ongoing capital requirements for the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or by in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, or on acceptable terms, or at all. In any of these pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.
	The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
Revenue Recognition	'
	The Company follows the guidance in Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. SAB 104 states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.
	Revenues are primarily derived from fees charged to terminate voice services over the Company’s network and from related monthly recurring charges. Variable revenue is earned based on the number of minutes during a call and is recognized upon completion of a call. Revenue from each customer is calculated from information received through the Company’s network switches. The Company tracks the information received from the switch and analyzes the call detail records and applies the respective revenue rate for each call. Fixed revenue is earned from monthly recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time. Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of the service by the customer. Cash fees received prior to call completion are recorded on the Company’s consolidated balance sheets as unearned revenue. As of February 28, 2014 and August 31, 2013, the Company recorded unearned revenue of $126,503 and $76,304, respectively.
Use of estimates	'
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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. Significant estimates include the useful life of fixed assets and assumptions used in the fair value of stock-based compensation.
Derivative Instrument Liability	'
	The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged.
	In accordance with this authoritative guidance, the Company  recognized certain reset conversion features embedded in an issued a settlement agreement, convertible note payable and registration rights agreement as derivative instruments at fair value.
	Accounting for changes in the fair value of the derivative instruments depend on whether the derivative qualifies as hedge relationships and the types of relationships designated are based on the exposures hedged. At February 28, 2014 and August 31, 2013, the Company did not have any derivative instruments that were designated as hedges.
Net Income (loss) per Common Share	'
	The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares were comprised of 16,319,364 shares issuable upon conversion of a convertible note payable and settlement obligation as of February 28, 2014. There were no common stock equivalents as of February 28, 2013.
Research and development	'
	In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $20,009 and $28,000 for the three and six months ended February 28, 2014, respectively; and $-0- and $-0- for the three and six months ended February 28, 2013, respectively. The Company expects the research and development costs to increase in the future as it continues to invest in the infrastructure that is critical to achieve our business goals and objectives.
Cash and Cash Equivalents	'
	For purposes of reporting cash flows, the Company considers all cash on hand, in banks, certificates of deposit and other highly liquid debt instruments with a maturity of three months or less at the date of purchase, to be cash and cash equivalents.
Property and equipment	'
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset's estimated useful life, which is five years for computer assets and software. Expenditures for maintenance and repairs are expensed as incurred.
Intangible Assets	'
	The Company amortized its identifiable intangible assets using the straight-line method over their estimated period of benefit.  The estimated useful lives of the customer relationships and domain rights are five years. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists.
Segment Information	'
	Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s only principal operating segment.
Prepaid Expenses	'
	From time to time, the Company issues shares of its common stock for services to be performed.  The fair value of the common stock is determined at the date of the contract for services and is amortized ratably over the term of the contract.  As of February 28, 2014 and August 31, 2013, prepaid expenses relating to stock based payments were $22,727 and $36,364, respectively.
Stock-Based Compensation	'
	The Company accounts for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
	This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
	Compensation expense for restricted stock or options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.
	Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price as determined by an outside third-party, an average volatility of comparable companies, U.S. risk-free rate, dividend rate, and estimated life.
Income taxes	'
	Income tax provisions or benefits for interim periods are computed based on the Company’s estimated annual effective tax rate. Based on the Company's historical losses and its expectation of continuation of losses for the foreseeable future, the Company has determined that it is more likely than not that deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance. As the Company anticipates or anticipated that its net deferred tax assets at February 28, 2014 and 2013 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended February 28, 2014 and 2013 related to losses incurred during such periods.
Fair Value of Financial Instruments	'
	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2014 and August 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Recently Issued Accounting Pronouncements	'
	There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

2_PROPERTY_AND_EQUIPMENT_Table

2. PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Feb. 28, 2014
Property, Plant and Equipment [Abstract]	'
PROPERTY AND EQUIPMENT	'
		February 28,			August 31,
		2014			2013
	Computer equipment	$	13,442		$	12,817
	Software		112,950			112,950
	Total		126,392			125,767
	Less:  accumulated depreciation		(32,066	)		(16,303	)
		$	94,326		$	109,464

3_INTANGIBLE_ASSETS_Tables

3. INTANGIBLE ASSETS (Tables)	6 Months Ended
	Feb. 28, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
Intangible assets	'
		February 28,			August 31,
		2014			2013
	Customer list	$	270,000		$	270,000
	Domain names and trade-marks		132,000			132,000
	Sub total		402,000			402,000
	Less, accumulated amortization		(67,333	)		(20,100	)
	Other intangibles, net of accumulated amortization	$	334,667		$	381,900

13_FAIR_VALUE_MEASUREMENT_Tabl

13. FAIR VALUE MEASUREMENT (Tables)	6 Months Ended
	Feb. 28, 2014
Fair Value Measurement Tables	'
Summary of changes in fair value of the Company's Level 3 financial liabilities	'
		Derivative
		Liability
	Balance, August 31, 2013	$	-0-
	Total (gains) losses
	Initial fair value of derivative relating to settlement agreement		631,220
	Initial fair value of derivative relating to convertible note payable		287,868
	Initial fair value of derivative relating to registration rights agreement		155,079
	Transfers out of Level 3 upon conversion		(45,522	)
	Mark-to-market at February 28, 2014:		(154,516	)
	Balance, February 28, 2014	$	874,129
	Net loss for the period included in earnings relating to the liabilities held at February 28, 2014	$	154,516

2_PROPERTY_AND_EQUIPMENT_Detai

2. PROPERTY AND EQUIPMENT (Details) (USD $)	Feb. 28, 2014	Aug. 31, 2013
Property, Plant and Equipment [Abstract]	'	'
Computer equipment	$13,442	$12,817
Software	112,950	112,950
Total	126,392	125,767
Less: accumulated depreciation	-32,066	-16,303
Net	$94,326	$109,464

2_PROPERTY_AND_EQUIPMENT_Detai1

2. PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	6 Months Ended
	Feb. 28, 2014	Feb. 28, 2013
Property And Equipment Details Narrative	'	'
Depreciation	$15,764	$0

3_INTANGIBLE_ASSETS_Details

3. INTANGIBLE ASSETS (Details) (USD $)	Feb. 28, 2014	Aug. 31, 2013
Less, accumulated amortization	($67,333)	($20,100)
Other intangibles, net of accumulated amortization	334,667	381,900
Customer list	'	'
Intangible assets, gross	270,000	270,000
Domain names and trade-marks	'	'
Intangible assets, gross	$132,000	$132,000

3_INTANGIBLE_ASSETS_Details_Na

3. INTANGIBLE ASSETS (Details Narrative) (USD $)	6 Months Ended
	Feb. 28, 2014	Feb. 28, 2013
Intangible Assets Details Narrative	'	'
Amortization	$47,233	$0

13_FAIR_VALUE_MEASUREMENT_Deta

13. FAIR VALUE MEASUREMENT (Details) (USD $)	Feb. 28, 2014
Fair Value Measurement Details	'
Beginning, Balance	$0
Total (gains) losses	'
Initial fair value of derivative relating to settlement agreement	631,220
Initial fair value of derivative relating to convertible note payable	287,868
Initial fair value of derivative relating to registration rights agreement	155,079
Transfers out of Level 3 upon conversion	-45,522
Mark-to-market at February 28, 2014:	-154,516
Ending, Balance	874,129
Net loss for the period included in earnings relating to the liabilities held at February 28, 2014	$154,516