iTalk 10-K 15 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Aug. 31, 2015	Mar. 14, 2016	Feb. 28, 2015
Document And Entity Information
Entity Registrant Name	iTalk Inc.
Entity Central Index Key	1,373,444
Document Type	10-K
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 349,543
Entity Common Stock, Shares Outstanding		1,875,000,000
Trading Symbol	TALK
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Aug. 31, 2015	Aug. 31, 2014
Current assets:
Cash	$ 14,601	$ 42,870
Total current assets	$ 14,601	42,870
Property and equipment, net		2,775
Customer list, net	$ 129,622	167,743
Total assets	144,223	213,388
Current liabilities:
Accounts payable and accrued expenses	274,807	230,602
Accrued salary –related parties	327,500	102,500
Convertible notes payable –net of discount	818,080	556,656
Note payable	$ 615,385	325,000
Stock based payable		14,725
Settlement payable		172,385
Advances payable, related party	$ 3,300	3,300
Loans payable, related party	36,965	36,965
Derivative liability	424,592	634,741
Deferred revenue	46,243	59,908
Total current liabilities	2,546,872	2,136,782
Total liabilities	$ 2,546,872	$ 2,136,782
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value 1,875,000,000 shares authorized; 1,808,001,287 and 111,249, 454 shares issued and outstanding as of August 31, 2015 and August 31, 2014, respectively	$ 1,808,002	$ 111,250
Additional paid in capital	1,367,515	2,269,067
Accumulated deficit	(5,579,667)	(4,294,621)
Total stockholders’ deficit	(2,404,150)	(1,914,304)
Total liabilities and stockholders’ deficit	$ 144,223	$ 213,388
Series A Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock; Series A $0.001 par value; 10 shares authorized; 5 shares issued and outstanding as of August 31, 2015 and August 31, 2014

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2015	Aug. 31, 2014
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,875,000,000	1,875,000,000
Common stock, shares issued	1,808,001,287	111,249,454
Common stock, shares outstanding	1,808,001,287	111,249,454
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10	10
Preferred stock, shares issued	5	5
Preferred stock, shares outstanding	5	5

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
REVENUES:
Sales	$ 689,824	$ 802,241
Cost of sales	754,930	740,685
Gross profit (loss)	(65,106)	61,556
OPERATING EXPENSES:
Selling, general and administrative	244,139	1,499,418
Depreciation and amortization	24,572	345,517
Total operating expenses	268,711	1,844,935
Loss from operations	$ (333,817)	(1,783,379)
Other expense:
Impairment of assets		(315,016)
Loss on derivatives	$ (290,084)	(357,287)
Loss contingency	(219,762)	(255,000)
Interest expense	(441,383)	(835,085)
Total other expense	(951,229)	(1,762,388)
Net loss	$ (1,285,046)	$ (3,545,767)
Net loss per common share, basic	$ 0	$ (0.06)
Weighted average number of common shares outstanding, basic and diluted	764,373,291	55,462,879

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance beginning at Aug. 31, 2013	$ 46,350	$ 579,151	$ (748,854)	$ (123,353)
Balance balance, shares at Aug. 31, 2013	46,350,000
Common stock issued for cash	$ 25,000	343,969		$ 368,969
Common stock issued for cash, shares	25,000,000			2,150,000
Common stock issued upon conversion of convertible debt	$ 30,436	192,869		$ 223,305
Common stock issued upon conversion of convertible debt, shares	30,435,683
Common stock issued for services	$ 500	5,250		5,750
Common stock issued for services, shares	500,000
Common stock issued with convertible debt	$ 1,500	186,050		187,550
Common stock issued with convertible debt, shares	1,500,000
Common stock issued for interest	$ 5,356	311,009		$ 316,365
Common stock issued for interest, shares	5,356,091
Common stock issuance to previous investors	$ 2,107	(2,107)
Common stock issuance to previous investors, shares	2,107,680
Reclass derivatives upon conversion		400,921		$ 400,921
Amortization of related party compensation		251,956		251,956
Net loss			$ (3,545,767)	(3,545,767)
Balance ending at Aug. 31, 2014	$ 111,250	2,269,067	$ (4,294,621)	$ (1,914,304)
Balance ending, shares at Aug. 31, 2014	111,249,454
Common stock issued for cash, shares				5,500,000
Common stock issued upon conversion of convertible debt	$ 1,691,252	(1,430,286)		$ 260,966
Common stock issued upon conversion of convertible debt, shares	1,691,251,833
Common stock issuance to previous investors	$ 5,500	(5,500)
Common stock issuance to previous investors, shares	5,500,000
Reclassification of derivatives upon conversion of convertible debt		534,234		$ 534,234
Net loss			$ (1,285,046)	(1,285,046)
Balance ending at Aug. 31, 2015	$ 1,808,002	$ 1,376,515	$ (5,579,667)	$ (2,404,150)
Balance ending, shares at Aug. 31, 2015	1,808,001,287

Consolidated Statements of Cash

Consolidated Statements of Cash Flow - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,285,046)	$ (3,545,767)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	40,896	5,750
Stock based compensation	(14,725)	257,706
Change in fair value derivative liabilities	$ 290,084	357,287
Stock issued for interest		$ 316,365
Loss contingency	$ 290,385
Impairment of assets		$ 315,096
Amortization of debt discount		910,987
Registration rights penalty		255,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	$ 263,611	$ (41,778)
Accrued salaries – related parties
Prepaid expenses		$ 36,869
Deferred revenue	$ (13,665)	(16,396)
Net cash used in operating activities	$ (114,920)	(1,148,881)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		368,969
Proceeds from convertible note payable	$ 86,650	780,412
Net cash provided by financing activities	86,650	1,149,381
Net change in cash	(28,269)	500
Cash, beginning of year	42,870	42,370
Cash, end of year	$ 14,601	$ 42,870
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Income taxes paid
Non cash investing and financing activities:
Common stock issued in connection with issuance of convertible debt		$ 187,550
Common stock issued upon conversion of convertible debt	$ 260,966	$ 223,305

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. affected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to facilitate the name change. On September 24, 2015 the Company entered into a 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. Revenue Recognition The Company follows the guidance in Staff Accounting Bulletin 104 (“SAB 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 deferred revenue. As of August 31, 2014 and 2015, the Company recorded deferred revenue of $59,908 and $46,243, 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 impairment of intangible assets assumptions used in the fair value of stock-based compensation and derivative liabilities. Net Loss per Common Share The Company computes net loss per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share 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. For the years ended August 31, 2015 and 2014; 10,683,124,795 and 83,165,121 shares, respectively, underlying convertible debt were not included in the diluted loss per share because their impact was anti-dilutive. 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 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. During the years ended August 31, 2015 and 2014, the Company impaired assets creating an impairment charge of $81,915 and $307,373, respectively. 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized. 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, 2015 and 2014. 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 The Company accounts for 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.

Going Concern

Going Concern	12 Months Ended
	Aug. 31, 2015
Going Concern
Going Concern	NOTE 2 – 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 $1,285,046 and $3,545,767 for the years ended August 31, 2015 and 2014, respectively, and accumulated deficit of $5,579,667 and total current liabilities in excess of current assets of $2,532,271 as of August 31, 2015. The Company has not generated positive cash flows from operations and will be dependent on raising funds 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.

Fair Value Measurement

Fair Value Measurement	12 Months Ended
	Aug. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurement	NOTE 3 – FAIR VALUE MEASUREMENTS As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as August 31, 2015 and 2014. Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of August 31, 2015 $ — $ — $ 424,265 $ 424,265 Derivative liabilities as of August 31, 2014 $ — $ — $ 634,741 $ 634,741

Property and Equipment

Property and Equipment	12 Months Ended
	Aug. 31, 2015
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 4– PROPERTY AND EQUIPMENT Property and equipment consisted of the following at August 31, 2015 and 2014: 2015 2014 Property and equipment $ 2,775 $ 8,525 Less: accumulation depreciation (2,775 ) (5,750 ) Net property and equipment — $ 2,775 Depreciation expense totaled $2,775 and $5,750 for the year ended August 31, 2015 and 2014 respectively.

Impairment of Assets

Impairment of Assets	12 Months Ended
	Aug. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of Assets	NOTE 5 – IMPAIRMENT OF ASSETS During the year ended August 31, 2014 the Company determined that the carrying value of the assets, including cost of customer list, domain names and property and equipment of $315,096 exceeded their fair value by $300,185 and recognized an impairment loss for the year ended August 31, 2014.

Derivative Instruments

Derivative Instruments	12 Months Ended
	Aug. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments	NOTE 6 – DERIVATIVE INSTRUMENTS The Company issued debt instruments that were convertible into common stock of the Company’s common stock. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2015 and 2014: Balance as of December 31, 2013 $ — Calculation of derivative liability at inception 755,985 Reclassification of derivative liability to equity (400,921 ) Change in fair value of derivative liability 279,677 Balance as of December 31, 2014 634,741 Calculation of derivative liability at inception 69,537 Reclassification of derivative liability to equity (497,172 ) Change in fair value of derivative liability 217,485 Balance as of December 31, 2015 $ 424,592

Note Payable

Note Payable	12 Months Ended
	Aug. 31, 2015
Debt Disclosure [Abstract]
Note Payable	NOTE 7 – NOTE PAYABLE On February 11, 2014, the Company issued a promissory note of $325,000 with principal and interest payments beginning August 31, 2014 with an interest rate of 3.75% per annum, unsecured. On November 21, 2014, in the 17 th

Convertible Note Payable

Convertible Note Payable	12 Months Ended
	Aug. 31, 2015
Debt Disclosure [Abstract]
Convertible Note Payable	NOTE 8 – CONVERTIBLE NOTE PAYABLE Yew On May 17, 2013, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2013. The note bears interest at a rate of 4.9% and was convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest was also convertible into common stock at the conversion rate of $1.00 per share. In October 2013, the note was transferred IBC Funds however the original note holder was not paid and the note reverted to the original holder. IBC Notes On October 17, 2013 the IBC Fund purchases both the note for $130,928 and $250,000. The note holder of the $130,000 note was not paid by the purchaser so the note was reverted to its original owner. On October 10, 2014 the Company issued 15,210,000 shares of common stock for full settlement of the outstanding balance to IBC with a value of $293,901. Radican Notes On September 16, 2013, the Company issued two unsecured notes payable, in the aggregate amount of $150,000, bearing interest at 12% per annum with both principal and interest due at March 31, 2014. 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. At inception, 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 inception date of notes and to fair value as of each subsequent reporting date which at August 31, 2015 was $165,002. At the inception of the settlement agreement, the Company determined the aggregate fair value of $165,000 of the embedded derivatives. The initial fair value of the embedded debt derivative of $165,000 was allocated as a debt discount up to the face amount of the notes ($150,000) with the remainder ($15,000) charged to loss on derivative. During the year ended August 31, 2015 the Company issued 10,000,000 shares of common stock for interest with a value of $ 7,000. As of August 31, 2015 and 2014 the balance of the notes were $150,000. JSJ Investments, Inc On July 1, 2013, the Company issued an unsecured convertible note in the amount of $26,359, bearing interest at 12% per annum to Ruben Nicholls. On October 22, 2014 the note was purchased by JSJ Investments Inc. and replaced on February 27, 2014. The note is interest bearing at 12%. 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 August 31, 2014 was $33,069. At the inception of the note, the Company determined the aggregate fair value of $33,069 of the embedded derivatives. As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762. On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014. 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 August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives. As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599. On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014. 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 August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives. The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero. LG Capital Funding, LLC On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015. The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 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 August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives. The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative. During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively. On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 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 43% discount to the lowest average of the bid 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 August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively. The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively. On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% 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 August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives. The initial fair value of the embedded debt derivative of $56,681 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. As of August 31, 2015 the balance of the note was $23,650. 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. 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. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock. 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 August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives. The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero. 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. 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. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives. As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock. 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 was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013. 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. 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 August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives. 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 charged to current interest expense during year ended August 31, 2015. 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. On March 16, 2016, Company entered into a settlement agreement whereby the fund received a warrant to purchase 150,000,000 shares to common stock at $0.0001 per share in exchange for penalties and amounts owing pursuant to the registration rights agreement. The Company valued the settlement and accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385.

Stockholders Equity

Stockholders Equity	12 Months Ended
	Aug. 31, 2015
Equity [Abstract]
Stockholders Equity	NOTE 9 – 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. Each share of the Series B Preferred Stock share has 20 votes for any election or other vote placed before the shareholders of the Company. Common stock On January 16, 2015, the Company amended the Articles of Incorporation to increase its authorized number of shares of common stock from 500,000,000 to 1,875,000,000. In February 2014, the Company issued 25,000,000 shares of its common stock in a regulation S transaction for $ 368,969 in cash. During the year ended August 31, 2014, the Company issued 30,435,683 shares of common stock for the conversion of convertible debt with a value of $223,305 During the year ended August 31, 2014 the Company issued 500,000 shares of common stock with a fair value of $5,750 for service. During the year ended August 31, 2014 the Company issued 1,500,000 shares of common stock with a fair value of $187,550 for convertible debt. During the year ended August 31, 2014 the Company issued 5,356,091 shares of common stock with a fair value of $ 316,365 for interest. During the year ended August 31, 2014 the Company issued 2,150,000 shares of common stock to previous investors in consideration for the Company’s delayed issuing of shares purchased for cash. During the year ended August 31, 2015 the Company issued 1,691,251,833 shares of common stock for the conversion of convertible debt with a value of $260,966 During the year ended August 31, 2015 the Company issued 5,500,000 shares of common stock for to previous investors in consideration for the Company’s delayed issuing of shares purchased for cash.

Income Taxes

Income Taxes	12 Months Ended
	Aug. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10 - INCOME TAXES At August 31, 2015 and 2014, the Company had a federal net operating loss carry forward of approximately $5,594,813 and $4,309,767, respectively, which expires in varying amounts between 2032 and 2034. Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 5,594,813 $ 4,309,767 Total deferred tax assets 1,958,185 1,508,418 Less: Valuation Allowance (1,958,185 ) (1,509,418 ) Net Deferred Tax Assets $ — $ — The valuation allowance for deferred tax assets as of August 31, 2015 and 2014 was $1,958,185 and $1,509,418, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2015 and 2014, accordingly, recorded a full valuation allowance.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Aug. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 11 - COMMITMENTS AND CONTINGENCIES Litigation On October 18, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida (the “ Court Order Securities Act Settlement Agreement IBC IBC Funds, LLC v. iTalk Inc. Action Claim 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 with the issuance of 15,210,000 shares of common stock by the Company with a value of $293,901. On November 21, 2014, on the 17 th Registration Rights The Company entered into a registration rights agreement with the holder of a $300,000 convertible note requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements covering the resale of all of the common stock, plus 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 use its best efforts to have the registration statement filed with the SEC by December 16, 2013. If the registration statement covering the registrable securities required to be filed by the Company is not filed by the Filing Deadline, then the Company shall pay the holder the sum of two percent 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, the conversion price of the debentures will decrease by ten percent (10%) of the original conversion price. On March 16, 2016 the Company entered into a settlement agreement with the Dutchess Opportunity II Fund, LLC whereby the fund received a warrant to purchase 150,000,000 shares to common stock at $0.0001 per share in exchange for amounts owing pursuant to the registration rights agreement. The Company valued the settlement and accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Aug. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 12 – RELATED PARTY TRANSACTIONS As of August 31, 2015 there was a loan payable due to Ezra E. Ezra, a former officer of the Company 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. During the years ended August 31, 2015 and 2014 the Company accrued salaries for two of their officers. The accrued amounts totaled $327,500 and $102,500 as of August 31, 2015 and 2014, respectively During the year ended August 31, 2014, the Company accrued directors’ fees of $3,300. The advances are non-interest bearing and are payable upon demand.

Restatement

Restatement	12 Months Ended
	Aug. 31, 2015
Restatement
Restatement	NOTE 13 – RESTATEMENT The Company determined that it’s accounting for derivative liabilities, impairment of ling-lived assets, deferred revenue and preferred stock were not accurate as previously reported. The Company has restated that balance sheet and income statement as of and for the year ended August 31, 2014 as follows Reported Adjustment Restated ASSETS Current assets: Cash $ 42,870 $ - $ 42,870 Prepaid 71,318- (71,318 ) — Property and equipment, net 74,106 (71,331 ) 2,775 Domain rights 125,400 (125,400 ) — Debt issuance expense 28,588 (28,588 ) — Customer lists, net 164,838 2,905 167,743 Total assets $ 507,120 $ (163,268 ) $ 213,388 Current liabilities: Accounts payable and accrued expenses $ 335,407 $ (104,805 ) $ 230,602 Accrued salary –related parties 327,500 (225,000 ) 102,500 Convertible notes payable –net of discount 554,975 1,681 556,656 Note payable 435,850 (110,850 ) 325,000 Stock based payable 14,725 — 14,725 Settlement payable 348,00- (172,615 ) 172,385 Advances payable, related party 3,300 — 3,300 Advances 50,000 (50,000 ) — Loans payable, related party 36,965 — 36,965 Derivative liability 476,429 158,312 634,741 Deferred revenue 104,565 (44,657 ) 59,908 Total liabilities 2,360,216 (223,434 ) 2,136,782 Preferred stock; Series B 50,000 (50,000 ) — Common stock, 111,249 1 111,250 Additional paid in capital 1,212,815 1,056,252 2,269,067 Accumulated deficit (3,227,161 ) 1,067,460 (4,294,621 ) Total stockholders’ deficit $ (1,835,096 $ (79,200 ) $ (1,914,304 ) Reported Adjustments Restated Sales $ 757,583 $ 44,659 $ 802,241 Cost of sales 728,176 12,509 740,685 Selling, general and administrative 1,727,923 (228,505 ) 1,499,418 Research and development 35,000 (35,000 ) — Depreciation and amortization 133,133 212,517 345,517 Total operating expenses 1,896,056 (51,121 1,844,935 Loss from operations (1,866,649 ) (83,270 ) (1,783,379 ) Impairment of assets (315,016 ) (315,016 Loss on derivatives — (357,287 ) (357,287 ) Loss contingency — (255,000 ) (255,000 ) Interest expense (611,658 ) (223,427 ) (835,085 ) Net loss $ (2,478,307 ) $ (1,067,460 ) (3,545,767 ) Loss per share $ (0.02 ) $ (0.04 ) $ (0.06 ) Weighted number of average shares 111,249,454 (44,337,937 ) 55,462,879

Major Vendors

Major Vendors	12 Months Ended
	Aug. 31, 2015
Major Vendors
Major Vendors	NOTE 14 – MAJOR VENDORS The Company has vendors that supply transmission systems for their customers’ calls. Three vendors provided 69.4% and 83.3% of their product delivery in the years ended August 31, 2015 and 2015, respectively. The following table set forth the percentage below: Percent of total purchases Accounts payable as of Percent of total purchases 2015 2014 August 31, 2015 Vendor A 37.70 % 39.20 % $ 5,464 Vendor B 18.20 % 15.60 % $ 3,160 Vendor C 13.45 % 28.50 % $ 1,949 TOTAL 69.35 % 83.30 % $ 10,564

Subsequent Events

Subsequent Events	12 Months Ended
	Aug. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 15 – SUBSEQUENT EVENTS The Company entered into a On January 29, 2016 (“Closing Date”), the Company closed (“Closing”) on the Exchange under the Purchase Agreement pursuant to which the Company acquired 100,000 shares of common stock of UMS held by Mr. Lee, representing all of the issued and outstanding capital stock of UMS, Upon Closing of the Exchange, UMS became a wholly owned subsidiary of the Company and the Company’s pro-forma shares of Common stock and Preferred Stock issued and outstanding after giving effect to the Exchange was 1,875,000,000 shares of Common Stock and shares of Preferred Stock, On March 16, 2016 the Company entered into a settlement agreement with the Dutchess Opportunity II Fund, LLC whereby the fund received a warrant to purchase 150,000,000 shares to common stock at $0.0001 per share in exchange for forgiving all principal, interest and fess of the $300,000 note. The Company valued the settlement and accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385. On November 21, 2014, on the 17 th

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Aug. 31, 2015
Accounting Policies [Abstract]
Business and Basis of Presentation	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. affected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to facilitate the name change. On September 24, 2015 the Company entered into a 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.
Revenue Recognition	Revenue Recognition The Company follows the guidance in Staff Accounting Bulletin 104 (“SAB 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 deferred revenue. As of August 31, 2014 and 2015, the Company recorded deferred revenue of $59,908 and $46,243, respectively.
Use of Estimates	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 impairment of intangible assets assumptions used in the fair value of stock-based compensation and derivative liabilities.
Net Loss per Common Share	Net Loss per Common Share The Company computes net loss per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share 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. For the years ended August 31, 2015 and 2014; 10,683,124,795 and 83,165,121 shares, respectively, underlying convertible debt were not included in the diluted loss per share because their impact was anti-dilutive.
Cash and Cash Equivalents	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 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 and Goodwill	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. During the years ended August 31, 2015 and 2014, the Company impaired assets creating an impairment charge of $81,915 and $307,373, respectively.
Income Taxes	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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized.
Fair Value of Financial Instruments	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, 2015 and 2014. 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	Stock-Based Compensation The Company accounts for 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	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.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	12 Months Ended
	Aug. 31, 2015
Fair Value Measurement Tables
Summary of Fair Value of Derivative Liabilities	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as August 31, 2015 and 2014. Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of August 31, 2015 $ — $ — $ 424,265 $ 424,265 Derivative liabilities as of August 31, 2014 $ — $ — $ 634,741 $ 634,741

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Aug. 31, 2015
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following at August 31, 2015 and 2014: 2015 2014 Property and equipment $ 2,775 $ 8,525 Less: accumulation depreciation (2,775 ) (5,750 ) Net property and equipment — $ 2,775

Derivative Instruments (Tables)

Derivative Instruments (Tables)	12 Months Ended
	Aug. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Instruments	The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2015 and 2014: Balance as of December 31, 2013 $ — Calculation of derivative liability at inception 755,985 Reclassification of derivative liability to equity (400,921 ) Change in fair value of derivative liability 279,677 Balance as of December 31, 2014 634,741 Calculation of derivative liability at inception 69,537 Reclassification of derivative liability to equity (497,172 ) Change in fair value of derivative liability 217,485 Balance as of December 31, 2015 $ 424,592

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Aug. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of Deferred Net Tax Assets	Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 5,594,813 $ 4,309,767 Total deferred tax assets 1,958,185 1,508,418 Less: Valuation Allowance (1,958,185 ) (1,509,418 ) Net Deferred Tax Assets $ — $ —

Restatement (Tables)

Restatement (Tables)	12 Months Ended
	Aug. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Restatement of Balance Sheet and Income Statement	The Company has restated that balance sheet and income statement as of and for the year ended August 31, 2014 as follows Reported Adjustment Restated ASSETS Current assets: Cash $ 42,870 $ - $ 42,870 Prepaid 71,318- (71,318 ) — Property and equipment, net 74,106 (71,331 ) 2,775 Domain rights 125,400 (125,400 ) — Debt issuance expense 28,588 (28,588 ) — Customer lists, net 164,838 2,905 167,743 Total assets $ 507,120 $ (163,268 ) $ 213,388 Current liabilities: Accounts payable and accrued expenses $ 335,407 $ (104,805 ) $ 230,602 Accrued salary –related parties 327,500 (225,000 ) 102,500 Convertible notes payable –net of discount 554,975 1,681 556,656 Note payable 435,850 (110,850 ) 325,000 Stock based payable 14,725 — 14,725 Settlement payable 348,00- (172,615 ) 172,385 Advances payable, related party 3,300 — 3,300 Advances 50,000 (50,000 ) — Loans payable, related party 36,965 — 36,965 Derivative liability 476,429 158,312 634,741 Deferred revenue 104,565 (44,657 ) 59,908 Total liabilities 2,360,216 (223,434 ) 2,136,782 Preferred stock; Series B 50,000 (50,000 ) — Common stock, 111,249 1 111,250 Additional paid in capital 1,212,815 1,056,252 2,269,067 Accumulated deficit (3,227,161 ) 1,067,460 (4,294,621 ) Total stockholders’ deficit $ (1,835,096 $ (79,200 ) $ (1,914,304 ) Reported Adjustments Restated Sales $ 757,583 $ 44,659 $ 802,241 Cost of sales 728,176 12,509 740,685 Selling, general and administrative 1,727,923 (228,505 ) 1,499,418 Research and development 35,000 (35,000 ) — Depreciation and amortization 133,133 212,517 345,517 Total operating expenses 1,896,056 (51,121 1,844,935 Loss from operations (1,866,649 ) (83,270 ) (1,783,379 ) Impairment of assets (315,016 ) (315,016 Loss on derivatives — (357,287 ) (357,287 ) Loss contingency — (255,000 ) (255,000 ) Interest expense (611,658 ) (223,427 ) (835,085 ) Net loss $ (2,478,307 ) $ (1,067,460 ) (3,545,767 ) Loss per share $ (0.02 ) $ (0.04 ) $ (0.06 ) Weighted number of average shares 111,249,454 (44,337,937 ) 55,462,879

Major Vendors (Tables)

Major Vendors (Tables)	12 Months Ended
	Aug. 31, 2015
Notes to Financial Statements
Schedule of Vendors	The following table set forth the percentage below: Percent of total purchases Accounts payable as of Percent of total purchases 2015 2014 August 31, 2015 Vendor A 37.70 % 39.20 % $ 5,464 Vendor B 18.20 % 15.60 % $ 3,160 Vendor C 13.45 % 28.50 % $ 1,949 TOTAL 69.35 % 83.30 % $ 10,564

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Sep. 24, 2015
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, conversion percentage			85.00%
common stock, par value	$ 0.001	$ 0.001	$ 0.001
Deferred revenue	$ 46,243	$ 59,908
Convertible debt not included in the diluted loss per share (Anti-dilutive impact)	83,165,121	10,683,724,795
Assets impairment charge	$ 81,915	$ 307,373
Customer Relationships [Member]
Intangible assets useful life	5 years
Domain [Member]
Intangible assets useful life	5 years

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Accounting Policies [Abstract]
Net loss	$ (1,285,046)	$ (3,545,767)
Accumulated deficit	(5,579,667)	$ (4,294,621)
Current liabilities in excess of current assets	$ 2,532,271

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Fair Value of Derivative Liabilities (Details) - USD ($)	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2013
Derivative liabilities	$ 424,592	$ 634,741
Level 1 [Member]
Derivative liabilities
Level 2 [Member]
Derivative liabilities
Level 3 [Member]
Derivative liabilities	$ 424,265	$ 634,741

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation	$ 40,896	$ 5,750

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Aug. 31, 2015	Aug. 31, 2014
Property, Plant and Equipment [Abstract]
Property and equipment	$ 2,775	$ 8,525
Less: accumulation depreciation	$ (2,775)	(5,750)
Net property and equipment		$ 2,775

Impairment of Assets (Details N

Impairment of Assets (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Cost of assets		$ 2,775
Impairment of assets		$ (315,016)
Property Plant And Equipment [Member]
Cost of assets	$ 315,096
Impairment of assets	$ 300,185

Derivative Instruments - Schedu

Derivative Instruments - Schedule of Derivative Instruments (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities, balance beginning	$ 634,741
Calculation of derivative liability at inception	69,537	$ 755,985
Reclassification of derivative liability to equity	(497,172)	(400,921)
Change in fair value of derivative liability	217,485	279,677
Derivative liabilities, balance ending	$ 424,592	$ 634,741

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Feb. 11, 2014	Aug. 31, 2015	Nov. 21, 2014	Aug. 31, 2014
Debt Disclosure [Abstract]
Promissory note payable	$ 325,000
Promissory note interest rate	3.75%
Amount recovered form litigation loss			$ 395,623
Estimated loss from litigation			$ 255,000
Notes outstanding		$ 650,623		$ 325,000

Convertible Note Payable (Detai

Convertible Note Payable (Details Narrative) - USD ($)	Mar. 16, 2016	May. 20, 2015	Oct. 14, 2014	Oct. 10, 2014	Sep. 16, 2014	Aug. 07, 2014	Apr. 01, 2014	Mar. 03, 2014	Feb. 27, 2014	Dec. 01, 2013	Oct. 17, 2013	Sep. 16, 2013	Jul. 01, 2013	May. 17, 2013	Aug. 31, 2015	Aug. 31, 2014	Sep. 24, 2015	Feb. 11, 2014	Aug. 31, 2013
Promissory note bears interest rate																		3.75%
Debt convertible into shares of common stock															1,691,251,833
Note payable															$ 650,623	$ 325,000
Number of shares issued for debt amount															260,966
Fair value of derivatives															424,592	634,741
Convertible note payable															$ 818,080	$ 556,656
Common stock par value															$ 0.001	$ 0.001	$ 0.001
Debenture Registration Rights Agreement [Member]
Note payable	$ 616,385
Issuance of warrants to purchase of common stock	150,000,000
Common stock par value	$ 0.0001
Settlement and accrued	$ 255,000
Yew [Member]
Unsecured convertible promissory note														$ 130,928
Debt maturity date														Aug. 31, 2014
Promissory note bears interest rate														4.90%
Debt convertible into shares of common stock														130,928
Debt conversation price per shares														$ 1
IBC Notes One [Member]
Payments to acquire debt											$ 130,928
IBC Notes Two [Member]
Payments to acquire debt											250,000
IBC Notes [Member]
Debt convertible into shares of common stock				15,210,000
Note payable											130,000
Number of shares issued for debt amount				$ 293,901
Radican Notes [Member]
Unsecured convertible promissory note												$ 150,000
Debt maturity date												Mar. 31, 2014
Promissory note bears interest rate												12.00%
Debt convertible into shares of common stock															10,000,000
Note payable															$ 150,000
Debt convertible into shares of common stock, value															7,000
Number of shares issued for debt amount															165,002
Fair value of derivatives															$ 165,002
Fair value embedded derivatives												$ 165,000
Debt instrument face amount												(150,000)
Loss on derivatives												$ (15,000)
JSJ Investments Inc [Member] | Unsecured Convertible [Member]
Unsecured convertible promissory note													$ 26,359
Promissory note bears interest rate													12.00%
Debt convertible into shares of common stock															52,718,560	4,495,593
Note payable															$ 0	$ 26,359
Number of shares issued for debt amount															$ 11,597	14,762
Fair value of derivatives													$ 33,069			33,069
Debt bearing interest rate													12.00%
JSJ Investments Inc [Member] | Unsecured Convertible Two [Member]
Unsecured convertible promissory note									$ 30,000
Debt maturity date									Aug. 27, 2014
Promissory note bears interest rate									12.00%
Debt convertible into shares of common stock															25,682,357
Note payable															$ 0	30,000
Number of shares issued for debt amount															31,599
Fair value of derivatives									$ 42,000							42,000
Percentage of amount equal to outstanding principal redeemed plus accrued interest									50.00%
Percentage of conversion rate equal of lowest closing bid price of common stock									50.00%
Debt bearing interest rate									12.00%
JSJ Investments Inc [Member] | Unsecured Convertible Three [Member]
Unsecured convertible promissory note							$ 50,000
Debt maturity date							Oct. 1, 2014
Promissory note bears interest rate							12.00%
Fair value of derivatives							$ 83,333									83,333
Fair value embedded derivatives																$ 83,333
Percentage of amount equal to outstanding principal redeemed plus accrued interest							50.00%
Percentage of conversion rate equal of lowest closing bid price of common stock							50.00%
JSJ Investments Inc [Member] | Unsecured Convertible [Member]
Percentage of amount equal to outstanding principal redeemed plus accrued interest													50.00%
Percentage of conversion rate equal of lowest closing bid price of common stock													50.00%
LG Capital Funding LLC [Member] | Unsecured Convertible [Member]
Unsecured convertible promissory note								$ 25,000
Debt maturity date								Mar. 3, 2015
Promissory note bears interest rate								8.00%
Debt convertible into shares of common stock																21,044,172
Note payable															0	$ 25,000
Number of shares issued for debt amount																26,027
Fair value of derivatives								$ 29,456							$ 29,456
Fair value embedded derivatives								42,000
Debt instrument face amount								(25,000)
Loss on derivatives								$ (42,000)
Percentage of conversion rate equal of lowest closing bid price of common stock								45.00%
Debt bearing interest rate								8.00%
LG Capital Funding LLC [Member] | Unsecured Convertible Two [Member]
Unsecured convertible promissory note						$ 40,000
Debt maturity date						Aug. 7, 2015
Promissory note bears interest rate						8.00%
Debt convertible into shares of common stock															193,270,611
Note payable															$ 28,680	40,000
Number of shares issued for debt amount															11,155
Fair value of derivatives						$ 46,021									33,600
Debt instrument face amount						(25,000)
Loss on derivatives						$ (16,396)
Percentage of amount equal to outstanding principal redeemed plus accrued interest						145.00%
Percentage of conversion rate equal of lowest closing bid price of common stock						43.00%
Convertible note payable															28,689	41,022
LG Capital Funding LLC [Member] | Unsecured Convertible Three [Member]
Unsecured convertible promissory note		$ 23,650
Debt maturity date		May 22, 2016
Promissory note bears interest rate		8.00%
Note payable															23,650
Fair value of derivatives															$ 56,681
Fair value embedded derivatives		$ 56,681
Debt instrument face amount		$ (25,000)
Percentage of conversion rate equal of lowest closing bid price of common stock		43.00%
Interest expense		$ (16,396)
Kbm Worldwide, Inc [Member]
Unsecured convertible promissory note					$ 53,000
Debt maturity date					Jun. 18, 2015
Promissory note bears interest rate					8.00%
Debt convertible into shares of common stock															843,625,000
Note payable															$ 0
Fair value of derivatives																$ 53,000
Fair value embedded derivatives					$ 53,000
Debt instrument face amount					(50,000)
Loss on derivatives					$ (3,000)
Debt bearing interest rate					8.00%
Beaufort Capital Partners Llc [Member]
Unsecured convertible promissory note			$ 12,500
Debt maturity date			Apr. 14, 2015
Promissory note bears interest rate			8.00%
Debt convertible into shares of common stock															181,763,636
Note payable															$ 0
Fair value embedded derivatives			$ 12,855
Debt bearing interest rate			8.00%
Dutchess Opportunity Fund II, LP [Member]
Unsecured convertible promissory note											300,000
Debt convertible into shares of common stock															1,000,000
Note payable															$ 0
Number of shares issued for debt amount															145,000
Fair value embedded derivatives											$ 42,099
Percentage of conversion rate equal of lowest closing bid price of common stock											90.00%
Proceeds from Notes											$ 235,000
Obligated to repay Dutchess															$ 300,000
Amortization of payments										$ 20,000

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)	Oct. 15, 2013	Feb. 28, 2014	Oct. 31, 2013	Aug. 31, 2015	Aug. 31, 2014	Jan. 16, 2015	Oct. 10, 2013
Common stock authhorized				1,875,000,000	1,875,000,000
Common stock issued for cash		$ 25,000,000			$ 316,365
Common stock issued for cash, shares		368,969
Number of common stock shares issued for convertible debt				1,691,251,833
Number of common stock shares issued for convertible debt, value				$ 260,966
Number of shares issued for services value					5,750
Number of shares issued for interest					$ 316,365
Number of shares issued for interest, shares					5,356,091
Number of common stock issued for previous investors				5,500,000	2,150,000
Convertible Debt One [Member]
Number of shares issued for services					500,000
Number of common stock shares issued for convertible debt					30,435,683
Number of common stock shares issued for convertible debt, value					$ 223,305
Number of shares issued for services value					$ 5,750
Convertible Debt Two [Member]
Number of common stock shares issued for convertible debt					1,500,000
Number of common stock shares issued for convertible debt, value					$ 187,550
Minimum [Member]
Common stock authhorized						500,000,000
Maximum [Member]
Common stock authhorized						1,875,000,000
Series A Preferred Stock [Member]
Number of designated shares authorized	49,999,995						10
Number of shares equal to upon conversion to common stock	20
Preferred stock voting	20 votes
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Number of shares issued for services			5

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Valuation allowance for deferred tax assets	$ 1,958,185	$ 1,509,418
Federal [Member]
Operating loss carry forward	$ 5,594,813	$ 4,309,767
Operating loss expiration date description	expires in varying amounts between 2032 and 2034.	expires in varying amounts between 2032 and 2034.

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Net Tax Assets (Details) - USD ($)	Aug. 31, 2015	Aug. 31, 2014
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 5,594,813	$ 4,309,767
Deferred tax asset	1,958,185	1,508,418
Less valuation allowance	$ (1,958,185)	$ (1,509,418)
Net deferred tax asset

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Nov. 21, 2014	Dec. 16, 2013	Oct. 21, 2013	Nov. 30, 2014	Aug. 31, 2015	Oct. 16, 2014	Sep. 11, 2014	Aug. 31, 2014
Number of shares equal upon conversion to common stock value					$ 260,966
Number of common stock shares issued for conversion for debt					1,691,251,833
Notes payable					$ 615,385			$ 325,000
TCA Global Credit Master Fund, L.P [Member]
Litigation settlement amount	$ 395,623
Settlement Agreement [Member] | IBC Funds [Member]
Past due obligation amount						$ 418,000
Debt default amount							$ 130,928
Number of common stock value issued for settlement fee			$ 1,107,680
Number of shares equal upon conversion to common stock value			$ 70,000	$ 293,901
Debt conversion rate			65.00%
Remaining debt balance				$ 287,072
Number of common stock shares issued for conversion for debt				15,210,000
Settlement Agreement [Member] | Dutchess Opportunity II Fund, LLC [Member]
Settlement and accrued								255,000
Notes payable								$ 616,385
Settlement Agreement [Member] | Dutchess Opportunity II Fund, LLC [Member] | March 16, 2016 [Member]
Warrants to purchase of common stock shares					150,000,000
Warrants price per share					$ 0.0001
Registration Rights Agreement [Member]
Debt conversion rate		10.00%
Convertible note		$ 300,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Aug. 31, 2015	Aug. 31, 2014
Accrued salary related parties	$ 327,500	$ 102,500
Accrued directors' fees		$ 3,300
Ezra E. Ezra [Member]
Loan payable	21,965
David F. Levy [Member]
Loan payable	$ 15,000

Restatement - Schedule of Resta

Restatement - Schedule of Restatement of Balance Sheet and Income Statement (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2013
Cash	$ 14,601	$ 42,870	$ 42,370
Prepaid
Property and equipment, net		$ 2,775
Domain rights
Debt issuance expense
Customer lists, net	$ 129,622	$ 167,743
Total assets	144,223	213,388
Accounts payable and accrued expenses	274,807	230,602
Accrued salary –related parties	327,500	102,500
Convertible notes payable –net of discount	818,080	556,656
Note payable	$ 615,385	325,000
Stock based payable		14,725
Settlement payable		172,385
Advances payable, related party	$ 3,300	$ 3,300
Advances
Loans payable, related party	36,965	$ 36,965
Derivative liability	424,592	634,741
Deferred revenue	46,243	59,908
Total liabilities	2,546,872	2,136,782
Common stock,	1,808,002	111,250
Additional paid in capital	1,367,515	2,269,067
Accumulated deficit	(5,579,667)	(4,294,621)
Total stockholders’ deficit	(2,404,150)	(1,914,304)	$ (123,353)
Sales	689,824	802,241
Cost of sales	754,930	740,685
Selling, general and administrative	244,139	$ 1,499,418
Research and development
Depreciation and amortization		$ 345,517
Total operating expenses	268,711	1,844,935
Loss from operations	$ (333,817)	(1,783,379)
Impairment of assets		(315,016)
Loss on derivatives	$ (290,084)	(357,287)
Loss contingency	(219,762)	(255,000)
Interest expense	(441,383)	(835,085)
Net loss	$ (1,285,046)	$ (3,545,767)
Loss per share	$ 0	$ (0.06)
Weighted number of average shares	764,373,291	55,462,879
Reported [Member]
Cash		$ 42,870
Prepaid		71,318
Property and equipment, net		74,106
Domain rights		125,400
Debt issuance expense		28,588
Customer lists, net		164,838
Total assets		507,120
Accounts payable and accrued expenses		335,407
Accrued salary –related parties		327,500
Convertible notes payable –net of discount		554,975
Note payable		435,850
Stock based payable		14,725
Settlement payable		34,800
Advances payable, related party		3,300
Advances		50,000
Loans payable, related party		36,965
Derivative liability		476,429
Deferred revenue		104,565
Total liabilities		2,360,216
Preferred stock; Series B		50,000
Common stock,		111,249
Additional paid in capital		1,212,815
Accumulated deficit		(3,227,161)
Total stockholders’ deficit		(1,835,096)
Sales		757,583
Cost of sales		728,176
Selling, general and administrative		1,727,923
Research and development		35,000
Depreciation and amortization		133,133
Total operating expenses		1,896,056
Loss from operations		$ (1,866,649)
Impairment of assets
Loss on derivatives
Loss contingency
Interest expense		$ (611,658)
Net loss		$ (2,478,307)
Loss per share		$ (0.02)
Weighted number of average shares		111,249,454
Adjustment [Member]
Cash
Prepaid		$ (71,318)
Property and equipment, net		(71,331)
Domain rights		(125,400)
Debt issuance expense		(28,588)
Customer lists, net		2,905
Total assets		(163,268)
Accounts payable and accrued expenses		(104,805)
Accrued salary –related parties		(225,000)
Convertible notes payable –net of discount		1,681
Note payable		$ (110,850)
Stock based payable
Settlement payable		$ (172,615)
Advances payable, related party
Advances		$ (50,000)
Loans payable, related party
Derivative liability		$ 158,312
Deferred revenue		(44,657)
Total liabilities		(223,434)
Preferred stock; Series B		(50,000)
Common stock,		1
Additional paid in capital		1,056,252
Accumulated deficit		1,067,460
Total stockholders’ deficit		(79,200)
Sales		44,659
Cost of sales		12,509
Selling, general and administrative		(228,505)
Research and development		(35,000)
Depreciation and amortization		212,517
Total operating expenses		(51,121)
Loss from operations		(83,270)
Impairment of assets		(315,016)
Loss on derivatives		(357,287)
Loss contingency		(255,000)
Interest expense		(223,427)
Net loss		$ (1,067,460)
Loss per share		$ (0.04)
Weighted number of average shares		(44,337,937)

Major Vendors (Details Narrativ

Major Vendors (Details Narrative)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Risks and Uncertainties [Abstract]
Concentration risk percentage	69.35%	83.30%

Major Vendors - Schedule of Ven

Major Vendors - Schedule of Vendors (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Percent of total purchases	69.35%	83.30%
Accounts payable	$ 10,564
Vendor A [Member]
Percent of total purchases	37.70%	39.20%
Accounts payable	$ 5,464
Vendor B [Member]
Percent of total purchases	18.20%	15.60%
Accounts payable	$ 3,160
Vendor C [Member]
Percent of total purchases	13.45%	28.50%
Accounts payable	$ 1,949

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Mar. 16, 2016	Jan. 29, 2016	Nov. 21, 2014	Sep. 24, 2015	Aug. 31, 2015	Aug. 31, 2014
Preferred stock, par value				$ 0.001	$ 0.001	$ 0.001
Common stock, par value				$ 0.001	$ 0.001	$ 0.001
Notes payable					$ 615,385	$ 325,000
TCA Global Credit Master Fund, L.P [Member]
Litigation settlement amount			$ 395,623
Settlement Agreement [Member] | Dutchess Opportunity II Fund, LLC [Member]
Settlement and accrued						255,000
Notes payable						$ 616,385
Subsequent Event [Member] | Prospective Levy Options [Member]
Percentage of fully diluted common stock				5.00%
Subsequent Event [Member] | Prospective Mesa Partner Warrant [Member]
Percentage of fully diluted common stock				4.90%
Subsequent Event [Member] | Prospective Andora Holdings Warrant [Member]
Percentage of fully diluted common stock				4.90%
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Kil W. Lee and United Mobile Solutions Corp [Member]
Preferred stock, par value				$ 0.001
Percentage of fully diluted common stock				85.00%
Common stock, par value				$ 0.001
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Kil W. Lee [Member]
Number of common stock shares acquired		100,000
Number of preferred stock convertible into common stock shares		100,000
Convertible preferred stock shares		10,625,000,000
Number of preferred stock shares issued		106,250
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | United Mobile Solutions Corp [Member]
Percentage of fully diluted common stock		85.00%
Number of preferred stock convertible into common stock shares		1,875,000,000
Convertible preferred stock shares		10,625,000,000
Number of preferred stock shares issued		106,250
Subsequent Event [Member] | Settlement Agreement [Member] | Dutchess Opportunity II Fund, LLC [Member]
Warrants to purchase of common stock shares	150,000,000
Warrants price per share	$ 0.0001
Forgiving all principal, interest and fees	$ 300,000