iTalk 10-K 5 Jan 15 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Aug. 31, 2014	Dec. 29, 2014
Document And Entity Information
Entity Registrant Name	iTalk Inc.
Document Type	10-K
Document Period End Date	31-Aug-14
Amendment Flag	FALSE
Entity Central Index Key	1373444
Current Fiscal Year End Date	-23
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Common Stock, Shares Outstanding		201,465,983
Entity Public Float	$1,112,495

iTalk_Inc_CONDENSED_CONSOLIDAT

iTalk Inc. - CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Aug. 31, 2014	Aug. 31, 2013
Current Assets
Cash	$42,870	$42,370
Prepaid and other expenses	71,318	36,869
Total Current Assets	114,187	79,239
Property and equipment, net	74,106	109,464
Other assets:
Customer lists, net	164,838	256,500
Domain rights	125,400	125,400
Debt issue costs	28,588	0
Total other assets	318,826	381,900
Total Assets	507,120	570,603
Current Liabilities
Accounts payable and accrued expenses	335,407	131,734
Deferred revenue	104,565	76,304
Notes payable	435,850	250,000
Convertible note payable	554,975	130,928
Derivative liability	476,429	0
Settlement payable	348,000	0
Stock based payable	14,725	14,725
Advances payable	50,000	50,000
Advances payable - related party	3,300	3,300
Loan payable - related party	36,965	36,965
Total Current Liabilities	2,360,216	693,956
Commitments and contingencies
Stockholders' Deficit
Common stock, $0.001 par value, 1,875,000,000 shares authorized; 111,249,454 and 46,350,000 shares issued and outstanding as of August 31, 2014 and 2013, respectively	111,249	46,350
Additional paid in capital	1,212,815	579,151
Deficit accumulated during development stage	-3,227,161	-748,854
Total stockholders' equity (deficit)	-1,853,096	-123,353
Total liabilities and stockholders' equity (deficit)	507,120	570,603
Preferred Stock Series A
Stockholders' Deficit
Preferred stock, Series A, $0.001 par value, 10 shares authorized; 10 and -0- shares issued and outstanding as of August 31, 2014 and 2013, respectively; Preferred stock, Series B, $0.001 par value, 49,999,995 shares authorized; 49,999,995 and -0- shares issued and outstanding as of August 31, 2014 and 2013, respectively	0	0
Series B preferred stock
Stockholders' Deficit
Preferred stock, Series A, $0.001 par value, 10 shares authorized; 10 and -0- shares issued and outstanding as of August 31, 2014 and 2013, respectively; Preferred stock, Series B, $0.001 par value, 49,999,995 shares authorized; 49,999,995 and -0- shares issued and outstanding as of August 31, 2014 and 2013, respectively	$50,000	$0

iTalk_Inc_CONDENSED_CONSOLIDAT1

iTalk Inc. - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Aug. 31, 2014	Aug. 31, 2013
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	1,875,000,000	500,000,000
Common Stock, Shares Issued	111,249,454	46,350,000
Common Stock, Shares Outstanding	111,249,454	46,350,000
Preferred Stock Series A
Preferred stock, Par Value	$0.00	$0.00
Preferred stock, Shares Authorized	10	0
Preferred stock, Shares Issued	10	0
Preferred stock, Shares Outstanding	10	0
Series B preferred stock
Preferred stock, Par Value	$0.00	$0.00
Preferred stock, Shares Authorized	49,999,995	0
Preferred stock, Shares Issued	49,999,995	0
Preferred stock, Shares Outstanding	49,999,995	0

iTalk_Inc_CONDENSED_CONSOLIDAT2

iTalk Inc. - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended		98 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
Revenues
Sales	$757,583	$195,339	$952,922
Cost of sales	728,176	170,112	898,288
Gross (loss)	29,407	25,227	54,634
Operating Expenses
Selling, general and administrative	1,727,923	605,999	2,333,922
Research and development expenses	35,000	20,234	55,234
Depreciation and amortization	133,133	36,403	169,536
Total operating expenses	1,896,056	662,636	2,558,692
Loss from operations	-1,866,649	-637,409	-2,504,058
Other income (expense):
Interest expense	-611,658	-17,988	-629,646
Loss before provision for income taxes	-2,478,307	-655,397	-3,133,704
Provision for income taxes (benefit)	0	0	0
NET LOSS	($2,478,307)	($655,397)	($3,133,704)
Net loss per common share, basic and diluted	($0.02)	($0.01)
Weighted average number of common shares outstanding, basic and diluted	111,249,454	44,681,753

Recovered_Sheet1

iTALK, INC. - CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)	Series B preferred stock	Common Stock	Additional Paid-In Capital	Deficit Accumulated During Development Stage	Total
Beginning Balance, Amount at Aug. 31, 2012		$42,500		($93,457)	($50,957)
Beginning Balance, Shares at Aug. 31, 2012		42,500,000
Common stock issued in connection with the acquisition of RocketVoIP, Amount		435	66,990		67,425
Common stock issued in connection with the acquisition of RocketVoIP, Shares		435,000
Common stock issued in connection with the My800Online.com, Amount		500	77,000		77,500
Common stock issued in connection with the My800Online.com, Shares		500,000
Stock issued for cash, Amount		2,415	372,567		374,982
Stock issued for cash, Shares		2,415,000
Stock issued for services, Amount		500	49,500		50,000
Stock issued for services, Shares		500,000
Benefical conversion feature in connection with issued convertible debt			13,094		13,094
Net loss				-655,397	-655,397
Ending Balance, Amount at Aug. 31, 2013		46,350	579,151	-748,854	-123,353
Ending Balance, Shares at Aug. 31, 2013		46,350,000
Stock issued for cash, Amount		3,108	109,392		112,500
Stock issued for cash, Shares		3,107,680
Stock issued as repayment of debt, Amount		60,419	505,645		566,064
Stock issued as repayment of debt, Shares		60,418,442
Stock issued for services, Amount		1,373	18,627		20,000
Stock issued for services, Shares		1,373,332
Preferred stock series B issued for services, Amount	50,000				50,000
Preferred stock series B issued for services, Shares	49,999,995
Net loss				-2,478,307	-2,478,307
Ending Balance, Amount at Aug. 31, 2014	$50,000	$111,250	$1,212,815	($3,227,161)	($1,853,096)
Ending Balance, Shares at Aug. 31, 2014	49,999,995	111,249,454

iTalk_Inc_CONDENSED_CONSOLIDAT3

iTalk Inc. - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (USD $)	12 Months Ended		98 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
Cash Flows from Operating Activities
Net Loss	($2,478,307)	($655,397)	($3,133,704)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	133,133	36,403	169,536
Amortization of debt discount in connection with convertible note payable	13,094	13,094	26,188
Bad debt expense		39,225	39,225
Stock based compensation	13,131	13,131	13,131
Changes in operating assets and liabilities:
Accounts receivable	0	-39,225	-39,225
Advances from stockholders/officers	0	300	3,300
Accounts payable and accrued expenses	203,673	87,938	383,616
Derivative liability	476,429	0	476,429
Settlement payable	348,000	0	348,000
Deferred revenue	28,261	76,304	28,261
Net cash used in operating activities	-1,262,586	-428,227	-1,776,200
Cash Flows From Investing Activities
Purchase of property and equipment	625	-13,117	-12,492
Acquisition of Rocket VoLp	0	-45,000	-45,000
Acquisition of WQN	0	-268,774	-268,774
Net cash used in investing activities	625	-326,891	-326,266
Cash Flows from Financing Activities
Proceeds from sale of common stock	112,500	374,982	527,482
Proceeds from notes payable	185,850	250,000	435,850
Proceeds from convertible note payable	964,111	130,928	1,095,039
Proceeds from advances	0	50,000	50,000
(Payments) proceeds from related party loans	0	-10,000	36,965
Net Cash provided by financing activities	1,262,461	795,910	2,145,336
Net increase (decrease) in cash	500	40,792	42,870
Cash, at beginning of period	42,370	1,578	0
Cash at end of period	42,870	42,370	42,870
Supplemental Disclosures of Cash Flow Information
Interest paid	0	0	0
Income taxes paid	0	0	0
Non cash investing and financing activities:
Common stock issued in connection with the acquisition of RocketVoIP	400,200	67,425	400,200
Common stock issued in connection with the acquisition of My800online.com	390,000	77,500	390,000
Common stock issued for future services	$50,000	$36,869	$50,000

1_SUMMARY_OF_SIGNIFICANT_ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Aug. 31, 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.
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoIP, Inc.  All significant inter-company transactions and balances have been eliminated in consolidation.
	Going Concern
	The accompanying 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 $2,478,307 and $655,397 for the years ended August 31, 2014 and 2013, respectively, accumulated deficit of $3,227,161 and total current liabilities in excess of current assets of $2,246,029 as of August 31, 2014.
	The Company is in a development stage and 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 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.
	Acquisitions
	Rocket VoIP
	On May 2, 2013, the Company entered into a definitive Asset Purchase Agreement with AA Enterprises pursuant to which the Company acquired substantially all the assets of AA Enterprises in consideration of 530,000 (as adjusted) shares of common stock of the Company and cash of $55,000 (as adjusted) for a total purchase price of $147,150.
	Upon Closing, the Company acquired substantially all the assets of AA Enterprises in consideration of 530,000 shares of common stock of the Company and cash of $55,000 for a total purchase price of $147,150
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	Computer equipment	$	9,700
	Software		112,950
	Domain rights		24,500
	Assets acquired	$	147,150
	For accounting purposes, we recorded the transaction as an asset acquisition as we determined there was not sufficient continuity of the acquired entity’s operations prior to and after the transaction to qualify as a business.
	My800online.com
	On June 4, 2013, the entered into a definitive Asset Purchase Agreement (the "Purchase Agreement") with Cable &
	Voice Supply Inc., a Florida corporation ("Cable and Voice"). Pursuant to the terms of the Purchase Agreement, the Company purchased certain assets of Cable and Voice, specifically all rights relating to the domain name My800online.com (the "Acquired Assets").
	In consideration of the Acquired Assets, the Company issued to Cable and Voice 500,000 shares of the Company's common stock for a total purchase price of $77,500.
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	Domain name	$	77,500
	Assets acquired	$	77,500
	For accounting purposes, we recorded the transaction as an asset acquisition as we determined there was not sufficient continuity of the acquired entity’s operations prior to and after the transaction to qualify as a business.
	ITG
	On May 24, 2013, entered into a definitive Asset Purchase Agreement (the "Purchase Agreement") with ITG, Inc.,a Texas corporation ("ITG"). Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase substantially all of the assets of ITG, including, but not limited to, all intellection property rights relating to ITG, EasyTalk and Valucom (the "Acquired Assets") for an adjusted purchase price of $300,000
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	ITG customer accounts	$	270,000
	Trade service marks		30,000
	Assets acquired		300,000
	Liabilities assumes		31,226
	Cash paid		268,774
	Total consideration	$	300,000
	The Company accounts for acquisitions in accordance with the provisions of ASC 805-10.  The Company assigns to all identifiable assets acquired, a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill.  There was no goodwill identified with the ITG acquisition.
	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 August 31, 2014 and 2013, the Company recorded unearned revenue of $104,565 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.
	Net Loss per Common Share
	The Company computes net 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 130,938 shares issuable upon conversion of convertible note payable as of August 31, 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 $35,000 and $20,234 for the year ended August 31, 2014 and 2013, respectively, and $55,234 research and development costs from July 10, 2006 (date of inception) through August 31, 2014. 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 amaturity 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.
	Long-lived assets
	The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
	The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell.
	Intangible Assets and Goodwill
	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.
	The Company accounts for and reports acquired goodwill and other intangible assets under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.
	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.
	Income Taxes
	The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities
	using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of depreciation, amortization and stock compensation accounting versus basis differences.
	Reclassifications
	Certain reclassifications have been made to conform to prior periods' data to the current presentation. These reclassifications had no effect on reported net loss.
	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 August 31, 2014 and  2013, prepaid expenses relating to stock based payments were $9,091 and $36,364, respectively.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2014 and 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.
Stock-Based Compensation
We account 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.
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	12 Months Ended
	Aug. 31, 2014
Property, Plant and Equipment [Abstract]
2. PROPERTY AND EQUIPMENT	Property and equipment as of August 31, 2014 and 2013 is summarized as follows:
		2014			2013
	Computer equipment	$	13,442		$	12,817
	Software		112,950			112,950
	Total		126,392			125,767
	Less: accumulated depreciation		(52,286	)		(16,303	)
		$	74,106		$	109,464
	Depreciation for the year ended August 31, 2014 and 2013 was $35,983 and $16,303, respectively.

3_INTANGIBLE_ASSETS

3. INTANGIBLE ASSETS	12 Months Ended
	Aug. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
3. INTANGIBLE ASSETS	Intangible assets as of August 31, 2014 and 2013 are summarized as follows:
		2014			2013
	Customer list	$	270,000		$	270,000
	Domain names and trade-marks		132,000			132,000
	Total		402,000			402,000
	Less: accumulaterd amortization		(111,762	)		(20,100	)
		$	290,238		$	381,900
	Customer lists, domain names and trade-marks acquired are amortized over their estimated useful lives of 5 years.  Amortization for the year ended August 31, 2014 and 2013 was $91,662 and $20,100, respectively.

4_SETTLEMENT_PAYABLE

4. SETTLEMENT PAYABLE	12 Months Ended
	Aug. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
4. SETTLEMENT PAYABLE	On May 5, 2013, the Company issued a promissory note with principal and interest payments beginning August 31, 2014 with an interest rate of 3.75% per annum, unsecured. The note currently is in default.

5_CONVERTIBLE_NOTE_PAYABLE

5. CONVERTIBLE NOTE PAYABLE	12 Months Ended
	Aug. 31, 2014
Notes to Financial Statements
5. CONVERTIBLE NOTE PAYABLE	On May 17, 2012, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2014. The promissory note bears interest at a rate of 4.9% and can be convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest will also be converted into common stock at the conversion rate of $1.00 per share.  The note currently is in default.
	In accordance ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $13,094 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (August 31, 2014) as interest expense. For the year ended August 31, 2014, the Company amortized $13,094 of debt discount to current period operations as interest expense.
	Radican Notes
	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.
	On March 31, 2014, at maturity, the Company has identified the embedded derivatives related to the above described notes. 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 maturity date of notes and to fair value as of each subsequent reporting date which at May 31, 2014 was $170,134. At the inception of the settlement agreement, the Company determined the aggregate fair value of $181,588 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 170.26%, (3) weighted average risk-free interest rate of 0.05% %, (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock from $0.0743 per share. The initial fair value of the embedded debt derivative of $181,588 was allocated as a debt discount up to the settlement agreement ($150,000) with the remainder ($31,588) charged to current period operations as interest expense. For the nine months ended May 31, 2014, the Company amortized $150,000, due to the demand nature of the agreement to current period operations as interest expense. As of May 31, 2014 the gross balance of the notes were $150,000.
	At May 31, 2014, the fair value of the embedded derivatives of $170,134 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0.04% (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock from $0.03 per share.
	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 170.26%, (3) weighted average risk-free interest rate of 0.05% %, (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock from $0.0743 per share. The initial fair value of the embedded debt derivative of
	$181,588 was allocated as a debt discount up to the settlement agreement ($150,000) with the remainder ($31,588) charged to current period operations as interest expense. For the nine months ended May 31, 2014, the Company amortized $150,000, due to the demand nature of the agreement ,to current period operations as interest expense. As of May 31, 2014 the gross balance of the notes were $150,000.
	At May 31, 2014, the fair value of the embedded derivatives of $170,134 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0.04% , (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock from $0.03 per share.
	Dutchess Opportunity Fund II, LP
	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 May 31, 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.  At inception date, the conversion price was 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. At May 31, 2013, the conversion rate was reduced to 40% due to the associated registration rights agreement (see below).
	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 May 31, 2014 was $237,110. 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 nine months ended May 31, 2014, the Company amortized $300,000 (financing costs of $65,000 plus allocated conversion feature of $235,000) of $37,808 and $92,877 to current period operations as interest expense, respectively. As of May 31, 2014 the gross balance of the note payable was $300,000.
	At May 31, 2014, the fair value of the embedded derivatives of $610,962 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0..10% %, (4) expected life of 1.47 years, and (5) estimated fair value of the Company’s common stock from $0.03 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 nine months ended May 31, 2014.
	JSJ Investments, Inc.
	On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000,  a bearing interest at 12% per annum with both principal and interest due on August 27, 2014.  The Company has an option, subject to the approval and acceptance of the holder, to  pay the note in cash at a redemption premium of 150% of the principal amount.
	The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
	The Company has identified the embedded derivatives related to the above described note. 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 note and to fair value as of each subsequent reporting date which at May 31, 2014 was $40,755. At the inception of the note, the Company determined the aggregate fair value of $51,353of 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 172.39%, (3) weighted average risk-free interest rate of 0.04% %, (4) expected life of 0.50 year, and (5) estimated fair value of the Company’s common stock from $0.062 per share. The initial fair value of the embedded debt derivative of $47,319 was allocated as a debt discount up to the settlement agreement ($30,000) with the remainder ($21,353) charged to current period operations as interest expense. For the nine months ended May 31, 2014, the Company amortized $15,414 to current period operations as interest expense. As of May 31, 2014 the gross balance of the note was $30,000.
	At May 31, 2014, the fair value of the embedded derivatives of $40,755 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0.04%, (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock from $0.03 per share.
	On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000,  a bearing interest at 12% per annum with both principal and interest due on October 1, 2014.  The Company has an option, subject to the approval and acceptance of the holder, to pay the note in cash at a redemption premium of 150% of the principal amount.
	The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
	The Company has identified the embedded derivatives related to the above described note. 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 note and to fair value as of each subsequent reporting date which at May 31, 2014 was $70,600. At the inception of the note, the Company determined the aggregate fair value of $103,412 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 170.41%, (3) weighted average risk-free interest rate of 0.04%, (4) expected life of 0.50 year, and (5) estimated fair value of the Company’s common stock from $0.08 per share. The initial fair value of the embedded debt derivative of $97,634 was allocated as a debt discount up to the settlement agreement ($50,000) with the remainder ($53,412) charged to current period operations as interest expense. For the nine months ended May 31, 2014, the Company amortized $16,393 to current period operations as interest expense. As of May 31, 2014 the gross balance of the note was $50,000.
	At May 31, 2014, the fair value of the embedded derivatives of $70,600 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0.04% , (4) expected life of 0.34 year, and (5) estimated fair value of the Company’s common stock from $0.03 per share.
	LG Capital Funding, LLC
	On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000,  a bearing interest at 8% per annum with both principal and interest due on March 31, 2015.  The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
	The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
	The Company has identified the embedded derivatives related to the above described note. 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 note and to fair value as of each subsequent reporting date which at May 31, 2014 was $51,166. At the inception of the settlement agreement, the Company determined the aggregate fair value of $41,396 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 171.22%, (3) weighted average risk-free interest rate of 0.12%, (4) expected life of 1.0 year, and (5) estimated fair value of the Company’s common stock from $0.061 per share. The initial fair value of the embedded debt derivative of $41,396 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. For the nine months ended May 31, 2014, the Company amortized $6,044 to current period operations as interest expense. As of May 31, 2014 the gross balance of the note was $25,000.
	At May 31, 2014, the fair value of the embedded derivatives of $51,166 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 170.47%, (3) weighted average risk-free interest rate of 0.06% (4) expected life of 0.76 year, and (5) estimated fair value of the Company’s common stock from $0.03 per share.
	KBM WORLDWIDE, INC
	On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015.  The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal
	amount with any accrued interest. and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due
	and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.
	BEAUFORT CAPITAL PARTNERS, LLC
	On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015.

6_STOCK_BASED_PAYABLE

6. STOCK BASED PAYABLE	12 Months Ended
	Aug. 31, 2014
Notes to Financial Statements
6. 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 reflecting the fair value of the 95,000 shares of common stock at the date of the acquisition.

7_ADVANCES_PAYABLE

7. ADVANCES PAYABLE	12 Months Ended
	Aug. 31, 2014
Notes to Financial Statements
7. ADVANCES PAYABLE	As of August 31, 2014, the Company has received advances from  the note holder as described in Note 4 above with specific terms, interest free and is due upon demand.

8_STOCKHOLDERS_EQUITY

8. STOCKHOLDERS EQUITY	12 Months Ended
	Aug. 31, 2014
Equity [Abstract]
8. STOCKHOLDERS EQUITY	Series A Preferred Stock
	On October 10 2013, the Company designated 10 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.
	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. Series B Preferred was cancelled June 2, 2014 in its entirety.
	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 on 1934 Federal Reserve Gold Certificate (“Bond), face value $1,000,000,000, serial number specified, and interest coupons annexed to the Bond and all rights to the interest accrued therein.  In connection with the acquisition, the Company paid $15,000 non-refundable engagement fee.   All of the issued Series B Preferred was cancelled June 2, 2014 in its entirety.
	Common stock
	On December 21, 2012, the Company affected a one to twenty-five (1 to 25) stock split of its issued and outstanding shares of common stock, $0.001 par value (whereby every one share of Company’s common stock will be exchanged for twenty five shares of the Company's common stock). All references in the consolidated financial statements and the notes to consolidated financial statements, number of shares, and share amounts have been retroactively restated to reflect the stock split.
	On July 10, 2013, the Company’s majority stockholders approved to amend the Articles of Incorporation to reduce the number of authorized shares of common stock from 1,875,000,000 to 500,000,000 shares and to authorize 50,000,000 shares of preferred stock.
	In the months of May and June 2013, the Company issued an aggregate of 405,000 shares of common stock in connection with the acquisition of Rocket VoIP.
	In the months of June and July 2013, the Company issued an aggregate of 2,415,000 shares of common stock for net proceeds of $374,982.
	On July 29, 2013, the Company issued 30,000 shares of common stock in connection with the acquisition of Rocket VoIP.
	On July 29, 2013, the Company issued 500,000 shares of common stock in connection with the acquisition of My800Online.com.
	On August 9, 2013, the Company issued 500,000 shares of common stock for past and future services valued at $50,000.
	In October 2013, the Company issued 1,000,000 shares of its common stock as an inducement to enter a bridge financing agreement (see below).
	In October, 2013, the Company issued an aggregate of 1,107,680 shares of common stock in conversion of $65,000 of settlement agreement.
	In February 2014, the Company issued 25,000,000 shares of its common stock in a regulation S transaction
	In May 2014, the Company issued 4,939,760 shares of common stock in conversion of settlement agreement.
	In June 2014, the Company issued 12,482,759 shares of common stock in conversion of debt.
	In June 2014, the Company issued 873,332 shares of common stock for services.
	In July 2014, the company issued 14,000,000 shares of common stock in conversion of debt.
	In August 2014, the Company issued 4,995,923 shares of common stock for repayment of debt.
	In August 2014, the Company issued 500,000 shares of common stock for services.
	Employment agreements
	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 (see below).
	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);
	● 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.
	Subsequent financing
	On October 17, 2013, the Company entered into a Subscription Agreement with Dutchess Opportunity Fund, II, LP ("Dutchess"), for the sale of an unsecured convertible note in the principal amount of $300,000 (the “Note”).  The Company received proceeds from the Note in the amount of $250,000.  The Note does not bear an interest rate, however, the Company is obligated to repay Dutchess $300,000 on or before November 30, 2013 (the “Repayment Date”).  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 (the “Monthly Payments”).
	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 “Conversion Price”).  The Note also provides for penalties if the Company does not deliver shares of our Common Stock upon conversion within the required timeframes.
	In the event the Company has not repaid the entire $300,000 by the Repayment Date, 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 December 16, 2013.  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.
	In addition, as an inducement to enter into the Note, the Company issued 1,000,000 shares of Common Stock to Dutchess (the “Inducement Shares”).  The Inducement Shares are “restricted securities” as defined by the Securities Act of 1933, as amended (the “Act”).  If the event the Company is required to file a registration statement, it will be required to include the Inducement Shares.
	Debenture Registration Rights Agreement
	In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
	The Company shall initially register for resale an amount of shares of common stock which would be issuable on the date preceding the filing of the registration statement based on the conversion price (as defined in the Debenture) of the Debenture; or,  an amount equal to the maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC.
	In the event the Company cannot register sufficient shares of common stock, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.
	The Company shall use its best efforts to have the registration statement filed with the SEC by December 16, 2013 (“Filing Deadline”).  If the registration statement covering the registrable securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Deadline, then the Company shall pay the holder the sum of two percent (2%) per month of the Face Amount of the Debentures outstanding as liquidated damages, and not as a penalty.  In addition, if the Company fails to file the registration statement by the filing deadline, and
	for each thirty (30) day calendar period the Company fails to file the registration statement, the conversion price of the debentures will decrease by ten percent (10%) of the original conversion price.  By way of illustration only and not in limitation of the foregoing, in the event that upon December 17, 2013, the registration statement has not been filed with the SEC, the Conversion Price shall be 20%  of the lowest VWAP during the twenty (20) trading days immediately preceding the Conversion Date (e.g., 10% + 10% =0%).  The holder shall have the right to lower the Conversion Price as described herein, at the time of each conversion.

9_LOSS_PER_SHARE

9. LOSS PER SHARE	12 Months Ended
	Aug. 31, 2014
Earnings Per Share [Abstract]
9. LOSS PER SHARE	The following table presents the computation of basic and diluted loss per share:
		2014			2013
	Net loss available for common shareholders	$	(2,478,307	)	$	(655,397	)
	Basic not loss per share	$	(0.02	)	$	(0.01	)
	Weighted average common shares outstanding		108,237,574			43,014,507
	Diluted net loss per share	$	(0.02	)	$	(0.01	)
	Weighted average common shares outstanding-diluted		108,237,574			43,014,507
	During the year ended August 31, 2014 and 2013, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

10_INCOME_TAXES

10. INCOME TAXES	12 Months Ended
	Aug. 31, 2014
Income Tax Disclosure [Abstract]
10. INCOME TAXES	The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”), which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences primarily include stock compensation and other equity-related non-cash charges, capitalized financing costs, the basis difference of derivative liabilities and certain accruals.
	At August 31, 2014, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $922,000 that may be used to offset future taxable income. Components of deferred tax assets as of August 31, 2013 are comprised primarily of stock based compensation and impairment of intangible assets.  No income taxes were recorded on the earnings in 2013 as a result of the utilization of any carry forwards.  Deferred net tax assets consist of the following at August 31, 2014 and 2013:
		2014			2013
	Deferred tax asset	$	922,000		$	179,000
	Less valuation allowance		(922,000	)		(179,000	)
	Net deferred tax asset	$	-		$	-
	The provision for income taxes consists of the following:
		2014			2013
	Current tax (benefit)	$	-		$	-
	Adjustment for prior year accrual		-			-
	Net provision (benefit)	$	-		$	-
	The provision for Federal taxes differs from that computed by applying Federal statutory rates to the loss before any Federal income tax (benefit), as indicated in the following:
		2014			2013
	Federal statutory rate		30	%		30	%
	State income taxes net of Federal benefit		0	%		0	%
			30	%		30	%
	The Company files income tax returns in the U.S. Federal jurisdiction.. The Company is no longer subject to U.S. Federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2010.
	The Company follows the provision of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at August 31, 2014 and 2013.

11_COMMITMENTS_AND_CONTINGENCI

11. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Aug. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
11. COMMITMENTS AND CONTINGENCIES	Employment and Consulting Agreements
	The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are generally expire one year or less. See Subsequent Events Note 13.
	Litigation
	On October 18, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC v. iTalk Inc., Case No. 2013 CA 7461 NC (the “Action”). IBC commenced the Action against the Company on October 16, 2013 to recover an aggregate of $418,000 of past-due obligations of the Company, 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 (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and IBC upon execution of the Order by the Court on October 18, 2013. The debt amount was reduced by $$130,928, as of September 11, 2014 by default cancelation.
	Pursuant to the terms of the Settlement Agreement approved by the Order, on October 21, 2013, 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 $70,000 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 remaining debt balance in the amount of $287,072 has been fully satisfied as of November 2014.
	On November 21, 2014, on the 17th Judicial Circuit Court in and Broward County, Florida (the Court 1”), a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.04.

12_RELATED_PARTY_TRANSACTIONS

12. RELATED PARTY TRANSACTIONS	12 Months Ended
	Aug. 31, 2014
Disclosure Text Block [Abstract]
12. 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 May 31, 2013 there was an account payable related party of $3,300 reflecting unpaid rent of $300 for the last nine months and  $1,200,  $1,200 and $600 from fiscal years 2011, 2010 and 2009 respectively.
	As of 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 $42,500 in aggregate.
	At 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.

13_SUBSEQUENT_EVENTS

13. SUBSEQUENT EVENTS	12 Months Ended
	Aug. 31, 2014
Disclosure Text Block [Abstract]
13. SUBSEQUENT EVENTS	In September 2014, the Company issued 10,028,669 shares of common stock for repayment of debt.
	In October of 2014, the Company issued 50,599,218 shares of common stock for repayment of debt
	In November of 2014, the Company issued 29,588,642 shares of common stock for repayment of debt
	In December of 2014, the Company issued 37,430,082 shares of common stock for repayment of debt

1_SUMMARY_OF_SIGNIFICANT_ACCOU1

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Aug. 31, 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.
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoIP, Inc.  All significant inter-company transactions and balances have been eliminated in consolidation.
Going Concern	The accompanying 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 $2,478,307 and $655,397 for the years ended August 31, 2014 and 2013, respectively, accumulated deficit of $3,227,161 and total current liabilities in excess of current assets of $2,246,029 as of August 31, 2014.
	The Company is in a development stage and 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 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.
Acquisition	Rocket VoIP
	On May 2, 2013, the Company entered into a definitive Asset Purchase Agreement with AA Enterprises pursuant to which the Company acquired substantially all the assets of AA Enterprises in consideration of 530,000 (as adjusted) shares of common stock of the Company and cash of $55,000 (as adjusted) for a total purchase price of $147,150.
	Upon Closing, the Company acquired substantially all the assets of AA Enterprises in consideration of 530,000 shares of common stock of the Company and cash of $55,000 for a total purchase price of $147,150
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	Computer equipment	$	9,700
	Software		112,950
	Domain rights		24,500
	Assets acquired	$	147,150
	For accounting purposes, we recorded the transaction as an asset acquisition as we determined there was not sufficient continuity of the acquired entity’s operations prior to and after the transaction to qualify as a business.
	My800online.com
	On June 4, 2013, the entered into a definitive Asset Purchase Agreement (the "Purchase Agreement") with Cable &
	Voice Supply Inc., a Florida corporation ("Cable and Voice"). Pursuant to the terms of the Purchase Agreement, the Company purchased certain assets of Cable and Voice, specifically all rights relating to the domain name My800online.com (the "Acquired Assets").
	In consideration of the Acquired Assets, the Company issued to Cable and Voice 500,000 shares of the Company's common stock for a total purchase price of $77,500.
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	Domain name	$	77,500
	Assets acquired	$	77,500
	For accounting purposes, we recorded the transaction as an asset acquisition as we determined there was not sufficient continuity of the acquired entity’s operations prior to and after the transaction to qualify as a business.
	ITG
	On May 24, 2013, entered into a definitive Asset Purchase Agreement (the "Purchase Agreement") with ITG, Inc.,a Texas corporation ("ITG"). Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase substantially all of the assets of ITG, including, but not limited to, all intellection property rights relating to ITG, EasyTalk and Valucom (the "Acquired Assets") for an adjusted purchase price of $300,000
	The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
	ITG customer accounts	$	270,000
	Trade service marks		30,000
	Assets acquired		300,000
	Liabilities assumes		31,226
	Cash paid		268,774
	Total consideration	$	300,000
	The Company accounts for acquisitions in accordance with the provisions of ASC 805-10.  The Company assigns to all identifiable assets acquired, a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill.  There was no goodwill identified with the ITG acquisition.
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 August 31, 2014 and 2013, the Company recorded unearned revenue of $104,565 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.
Net Loss per Common Share	The Company computes net 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 130,938 shares issuable upon conversion of convertible note payable as of August 31, 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 $35,000 and $20,234 for the year ended August 31, 2014 and 2013, respectively, and $55,234 research and development costs from July 10, 2006 (date of inception) through August 31, 2014. 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 amaturity 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.
Long-lived assets	The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
	The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell.
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.
	The Company accounts for and reports acquired goodwill and other intangible assets under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.
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.
Income taxes	The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of depreciation, amortization and stock compensation accounting versus basis differences.
Reclassifications	Certain reclassifications have been made to conform to prior periods' data to the current presentation. These reclassifications had no effect on reported net loss.
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 August 31, 2014 and  2013, prepaid expenses relating to stock based payments were $9,091 and $36,364, respectively.
Fair Value of Financial Instruments	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2014 and 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.
Stock-Based Compensation	We account 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.
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.

1_SUMMARY_OF_SIGNIFICANT_ACCOU2

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Aug. 31, 2014
Rocket VoIP
Schedule of acquisition assets acquired and liabilities assumed	Computer equipment	$	9,700
	Software		112,950
	Domain rights		24,500
	Assets acquired	$	147,150
My800online.com
Schedule of acquisition assets acquired and liabilities assumed	Domain name	$	77,500
	Assets acquired	$	77,500
ITG
Schedule of acquisition assets acquired and liabilities assumed	ITG customer accounts	$	270,000
	Trade service marks		30,000
	Assets acquired		300,000
	Liabilities assumes		31,226
	Cash paid		268,774
	Total consideration	$	300,000

2_PROPERTY_AND_EQUIPMENT_Table

2. PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Aug. 31, 2014
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT		2014			2013
	Computer equipment	$	13,442		$	12,817
	Software		112,950			112,950
	Total		126,392			125,767
	Less: accumulated depreciation		(52,286	)		(16,303	)
		$	74,106		$	109,464

3_INTANGIBLE_ASSETS_Tables

3. INTANGIBLE ASSETS (Tables)	12 Months Ended
	Aug. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets		2014			2013
	Customer list	$	270,000		$	270,000
	Domain names and trade-marks		132,000			132,000
	Total		402,000			402,000
	Less: accumulaterd amortization		(111,762	)		(20,100	)
		$	290,238		$	381,900

9_LOSS_PER_SHARE_Tables

9. LOSS PER SHARE (Tables)	12 Months Ended
	Aug. 31, 2014
Earnings Per Share [Abstract]
Basic and diluted loss per share		2014			2013
	Net loss available for common shareholders	$	(2,478,307	)	$	(655,397	)
	Basic not loss per share	$	(0.02	)	$	(0.01	)
	Weighted average common shares outstanding		108,237,574			43,014,507
	Diluted net loss per share	$	(0.02	)	$	(0.01	)
	Weighted average common shares outstanding-diluted		108,237,574			43,014,507

10_INCOME_TAXES_Tables

10. INCOME TAXES (Tables)	12 Months Ended
	Aug. 31, 2014
Income Tax Disclosure [Abstract]
Deferred net tax assets		2014			2013
	Deferred tax asset	$	922,000		$	179,000
	Less valuation allowance		(922,000	)		(179,000	)
	Net deferred tax asset	$	-		$	-
Provision for income taxes		2014			2013
	Current tax (benefit)	$	-		$	-
	Adjustment for prior year accrual		-			-
	Net provision (benefit)	$	-		$	-
Income tax rate		2014			2013
	Federal statutory rate		30	%		30	%
	State income taxes net of Federal benefit		0	%		0	%
			30	%		30	%

1_SUMMARY_OF_SIGNIFICANT_ACCOU3

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rocket VoIP (Details) (Rocket VoIP, USD $)	Aug. 31, 2014
Rocket VoIP
Computer equipment	$9,700
Software	112,950
Domain rights	24,500
Assets acquired	$147,150

1_SUMMARY_OF_SIGNIFICANT_ACCOU4

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - My800online.com (Details) (My800online.com, USD $)	Aug. 31, 2014
My800online.com
Domain rights	$77,500
Assets acquired	$77,500

1_SUMMARY_OF_SIGNIFICANT_ACCOU5

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ITG (Details) (ITG, USD $)	12 Months Ended
	Aug. 31, 2014
ITG
ITG customer accounts	$270,000
Trade service marks	30,000
Assets acquired	300,000
Liabilities assumes	31,226
Cash paid	268,774
Total consideration	$300,000

2_PROPERTY_AND_EQUIPMENT_Detai

2. PROPERTY AND EQUIPMENT (Details) (USD $)	Aug. 31, 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	-52,286	-16,303
Net	$74,106	$109,464

2_PROPERTY_AND_EQUIPMENT_Detai1

2. PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	12 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Property And Equipment Details Narrative
Depreciation	$35,983	$16,303

3_INTANGIBLE_ASSETS_Details

3. INTANGIBLE ASSETS (Details) (USD $)	Aug. 31, 2014	Aug. 31, 2013
Intangible assets, gross	$402,000	$402,000
Less, accumulated amortization	-111,762	-20,100
Other intangibles, net of accumulated amortization	290,238	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 $)	12 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Intangible Assets Details Narrative
Amortization	$91,662	$20,100

9_LOSS_PER_SHARE_Details

9. LOSS PER SHARE (Details) (USD $)	12 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Earnings Per Share [Abstract]
Net loss income available for common shareholders	($2,478,307)	($655,397)
Basic net loss per share	($0.02)	($0.01)
Weighted average common shares outstanding-basic	108,237,574	43,014,507
Diluted net loss share	($0.02)	($0.01)
Weighted average common shares outstanding-Diluted	108,237,574	43,014,507

10_INCOME_TAXES_Deferred_net_t

10. INCOME TAXES - Deferred net tax assets (Details) (USD $)	Aug. 31, 2014	Aug. 31, 2013
Income Tax Disclosure [Abstract]
Deferred tax asset	$922,000	$179,000
Less valuation allowance	-922,000	-179,000
Net deferred tax asset	$0	$0

10_INCOME_TAXES_Provision_for_

10. INCOME TAXES - Provision for income taxes (Details) (USD $)	12 Months Ended		98 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
Income Tax Disclosure [Abstract]
Current tax (benefit)	$0	$0
Adjustment for prior year accrual	0	0
Net provision (benefit)	$0	$0	$0

10_INCOME_TAXES_Income_tax_rat

10. INCOME TAXES - Income tax rate (Details)	12 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Income Tax Disclosure [Abstract]
Federal statutory rate	30.00%	30.00%
State income taxes net of Federal benefit	0.00%	0.00%
Total	30.00%	30.00%