Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Aug. 31, 2013 | Jan. 02, 2014 | Feb. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Bill The Butcher, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--08-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 55,330,404 | ' |
Entity Public Float | ' | ' | $1,192,000 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001375554 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Aug-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $13,000 | $0 |
Merchandise inventories | 77,000 | 27,000 |
Prepaid expenses and other current assets | 37,000 | 1,000 |
Total current assets | 127,000 | 28,000 |
Property and equipment, net | 105,000 | 140,000 |
Deferred debt issue costs, net | 0 | 56,000 |
Deposits and other assets | 95,000 | 56,000 |
Total assets | 327,000 | 280,000 |
Current liabilities | ' | ' |
Checks issued in excess of bank balance | 0 | 45,000 |
Accounts payable | 564,000 | 1,048,000 |
Accrued compensation and related | 896,000 | 276,000 |
Other current liabilities | 146,000 | 120,000 |
Accrued interest on notes payable and advances | 397,000 | 150,000 |
Notes payable and advances, net of discount | 3,595,000 | 1,880,000 |
Total current liabilities | 5,598,000 | 3,519,000 |
Other liabilities | 13,000 | 17,000 |
Total liabilities | 5,611,000 | 3,536,000 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value; 195,000,000 and 70,000,000 shares authorized; 45,580,404 and 41,570,404 shares issued and outstanding | 46,000 | 41,000 |
Shares issuable: 14,687,070 shares and no shares | 617,000 | 0 |
Common stock, 200,000 shares, receivable from founder | -100,000 | -100,000 |
Additional paid-in capital | 5,927,000 | 5,034,000 |
Accumulated deficit | -11,776,000 | -8,231,000 |
Total stockholders' deficit | -5,284,000 | -3,256,000 |
Total liabilities and stockholders' deficit | 327,000 | 280,000 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 2,000 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 0 | 0 |
Series C Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Shares authorized (in Shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in Shares) | 195,000,000 | 70,000,000 |
Common stock, shares issued (in Shares) | 45,580,404 | 41,570,404 |
Common stock, shares outstanding (in Shares) | 45,580,404 | 41,570,404 |
Shares issuable (in Shares) | 14,687,070 | 0 |
Common stock, receivable from founder, shares (in Shares) | 200,000 | 200,000 |
Series A Preferred Stock [Member] | ' | ' |
Shares authorized (in Shares) | 2,000,000 | 2,000,000 |
Shares issued (in Shares) | 2,000,000 | 0 |
Shares outstanding (in Shares) | 2,000,000 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Shares authorized (in Shares) | 2,000,000 | 2,000,000 |
Shares issued (in Shares) | 0 | 0 |
Shares outstanding (in Shares) | 0 | 0 |
Series C Preferred Stock [Member] | ' | ' |
Shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Shares issued (in Shares) | 0 | 0 |
Shares outstanding (in Shares) | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Sales | $1,141,000 | $1,043,000 |
Cost of goods sold | 680,000 | 831,000 |
Gross profit | 461,000 | 212,000 |
Operating expenses | ' | ' |
Direct store expenses | 997,000 | 933,000 |
General and administrative expenses | 1,429,000 | 1,628,000 |
Provision for impairment | 0 | 65,000 |
Settlement expense | 495,000 | 766,000 |
Total operating expenses | 2,921,000 | 3,392,000 |
Loss from operations | -2,460,000 | -3,180,000 |
Other income (expense): | ' | ' |
Interest expense | -1,530,000 | -773,000 |
Gain on modification of debt | 445,000 | 0 |
Net loss | ($3,545,000) | ($3,953,000) |
Net loss per share, basic and diluted (in Dollars per share) | ($0.07) | ($0.11) |
Weighted average shares used in computing net loss per common share, basic and diluted (in Shares) | 52,239,788 | 34,715,883 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Series A Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Common Stock Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Aug. 31, 2011 | $0 | $25,000 | $137,000 | ($100,000) | $2,931,000 | ($4,278,000) | ($1,285,000) |
Balance (in Shares) at Aug. 31, 2011 | 0 | 25,206,654 | 352,000 | -200,000 | ' | ' | ' |
Shares issued previously issuable | ' | ' | -133,000 | ' | 133,000 | ' | ' |
Shares issued previously issuable (in Shares) | ' | 342,000 | -342,000 | ' | ' | ' | ' |
Shares issuable for services | ' | ' | -4,000 | ' | ' | ' | -4,000 |
Shares issuable for services (in Shares) | ' | ' | -10,000 | ' | ' | ' | ' |
Warrants issued for services | ' | ' | ' | ' | 96,000 | ' | 96,000 |
Shares issued in connection with notes payable | ' | 2,000 | ' | ' | 341,000 | ' | 343,000 |
Shares issued in connection with notes payable (in Shares) | ' | 1,575,000 | ' | ' | ' | ' | ' |
Shares issued for services | ' | 5,000 | ' | ' | 603,000 | ' | 608,000 |
Shares issued for services (in Shares) | ' | 4,766,000 | ' | ' | ' | ' | ' |
Shares issed in exchange for accounts payable | ' | ' | ' | ' | 80,000 | ' | 80,000 |
Shares issed in exchange for accounts payable (in Shares) | ' | 418,042 | ' | ' | ' | ' | ' |
Shares issued upon cash-less exercise of warrants | ' | 2,000 | ' | ' | -2,000 | ' | ' |
Shares issued upon cash-less exercise of warrants (in Shares) | ' | 1,742,708 | ' | ' | ' | ' | ' |
Shares issued for cash | ' | 1,000 | ' | ' | 199,000 | ' | 200,000 |
Shares issued for cash (in Shares) | ' | 1,250,000 | ' | ' | ' | ' | 1,250,000 |
Warrants issued with convertible notes | ' | ' | ' | ' | 95,000 | ' | 95,000 |
Shares issued in connection with settlement | ' | 6,000 | ' | ' | 558,000 | ' | 564,000 |
Shares issued in connection with settlement (in Shares) | ' | 6,270,000 | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | -3,953,000 | -3,953,000 |
Balance at Aug. 31, 2012 | 0 | 41,000 | 0 | -100,000 | 5,034,000 | -8,231,000 | -3,256,000 |
Balance (in Shares) at Aug. 31, 2012 | 0 | 41,570,404 | 0 | -200,000 | ' | ' | ' |
Shares received from founder in connection with settlement | ' | -6,000 | ' | ' | 6,000 | ' | ' |
Shares received from founder in connection with settlement (in Shares) | ' | -6,270,000 | ' | ' | ' | ' | ' |
Shares and warrants issued in connection with extensions of notes payable | ' | 1,000 | ' | ' | 119,000 | ' | 120,000 |
Shares and warrants issued in connection with extensions of notes payable (in Shares) | ' | 100,000 | ' | ' | ' | ' | ' |
Shares issued in connection with notes payable | ' | ' | 138,000 | ' | ' | ' | 138,000 |
Shares issued in connection with notes payable (in Shares) | ' | ' | 5,260,000 | ' | ' | ' | ' |
Shares issued and issuable in connection with conversions and exchanges of accounts and notes payable | ' | 1,000 | 43,000 | ' | 59,000 | ' | 103,000 |
Shares issued and issuable in connection with conversions and exchanges of accounts and notes payable (in Shares) | ' | 980,000 | 703,000 | ' | ' | ' | ' |
Shares and warrants issued and issuable to financial advisor for services | ' | ' | 361,000 | ' | 165,000 | ' | 526,000 |
Shares and warrants issued and issuable to financial advisor for services (in Shares) | ' | ' | 7,224,070 | ' | ' | ' | ' |
Shares issued upon cash-less exercise of warrants | ' | ' | ' | ' | ' | ' | 15,000 |
Shares issued for cash | ' | 4,000 | 75,000 | ' | 206,000 | ' | 285,000 |
Shares issued for cash (in Shares) | ' | 4,200,000 | 1,500,000 | ' | ' | ' | 4,200,000 |
Stock issue costs | ' | ' | ' | ' | -136,000 | ' | -136,000 |
Shares issued and issuable for services | 2,000 | 2,000 | ' | ' | 276,000 | ' | 280,000 |
Shares issued and issuable for services (in Shares) | 2,000,000 | 2,000,000 | ' | ' | ' | ' | ' |
Shares issued in connection with settlement | ' | 3,000 | ' | ' | 197,000 | ' | 200,000 |
Shares issued in connection with settlement (in Shares) | ' | 3,000,000 | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | -3,545,000 | -3,545,000 |
Balance at Aug. 31, 2013 | $2,000 | $46,000 | $617,000 | ($100,000) | $5,927,000 | ($11,776,000) | ($5,284,000) |
Balance (in Shares) at Aug. 31, 2013 | 2,000,000 | 45,580,404 | 14,687,070 | -200,000 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($3,545,000) | ($3,953,000) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 67,000 | 138,000 |
Stock-based compensation and financing expense | 280,000 | 1,047,000 |
Amortization of debt discount and issue costs | 1,229,000 | 54,000 |
Gain on modification of debt | -445,000 | 0 |
Loss on disposal of property and equipment | 9,000 | 0 |
Impairment of long-lived assets | 0 | 65,000 |
Settlement expense for shares and notes issued | 200,000 | 711,000 |
Changes in assets and liabilities | ' | ' |
Merchandise inventories | -50,000 | 43,000 |
Accounts payable, net of exchanged | -131,000 | 489,000 |
Accrued compensation and other current liabilities | 980,000 | 361,000 |
Other | 75,000 | 27,000 |
Net cash used by operating activities | -1,331,000 | -1,018,000 |
Cash flows from investing activities: | ' | ' |
Purchases of property, plant & equipment | -41,000 | 0 |
Net cash used by investing activities | -41,000 | 0 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock issued and issuable | 285,000 | 200,000 |
Proceeds from issuance of notes payable | 1,405,000 | 525,000 |
Proceeds from advances | 0 | 215,000 |
Payment of stock and debt issue costs | -195,000 | -73,000 |
Payment on settlement note payable | -65,000 | 0 |
Increase in checks issued in excess of bank balance | -45,000 | 45,000 |
Other financing activities | 0 | 16,000 |
Net cash provided by financing activities | 1,385,000 | 928,000 |
Net increase (decrease) in cash and cash equivalents | 13,000 | -90,000 |
Cash and cash equivalents, beginning of year | 0 | 90,000 |
Cash and cash equivalents, end of year | 13,000 | 0 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 0 | 8,000 |
Common stock received from founder | 251,000 | 0 |
Accrued interest converted to notes payable [Member] | ' | ' |
Supplemental disclosures of cash flow information: | ' | ' |
Notes issued | 72,000 | 0 |
Accounts payable converted to notes payable [Member] | ' | ' |
Supplemental disclosures of cash flow information: | ' | ' |
Notes issued | 275,000 | 0 |
Common stock issuable in connection with issuances of notes payable [Member] | ' | ' |
Supplemental disclosures of cash flow information: | ' | ' |
Common stock issued and issuable | 202,000 | 0 |
Common stock and warrants issued and issuable in connection with extensions, conversions and exchanges of accounts and notes payable [Member] | ' | ' |
Supplemental disclosures of cash flow information: | ' | ' |
Common stock issued and issuable | $103,000 | $0 |
Note_1_Description_of_Business
Note 1. Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||||||||
Note 1. Description of Business and Summary of Significant Accounting Policies | |||||||||
Organization and business – Bill the Butcher, Inc. and its wholly-owned subsidiary (“Bill the Butcher” or the “Company”), is a Seattle, Washington based retailer selling U.S. sourced and ethically and sustainably raised meats through corporate-owned neighborhood butcher shops. At August 31, 2013, we operated six stores in the greater Seattle area. | |||||||||
Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors at Finance 500, continue to raise capital and have also negotiated restructured payment terms for more than $1 million of prior indebtedness and settlement of prior litigation. During the year ended August 31, 2013, we received approximately $1.4 million from financing activities primarily from issuances of our 12% Convertible Notes and sales of our common stock. | |||||||||
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. Our net loss was approximately $3.5 million and $4.0 million during the years ended August 31, 2013 and 2012, respectively, and our operating activities used cash of approximately $1.3 million and $1.0 million during the years ended August 31, 2013 and 2012, respectively. We expect losses to continue in the near future as we grow and further develop operations. At August 31, 2013, we had a working capital deficit of approximately $5.5 million and a stockholders’ deficit of $5.3 million. We have funded our operations, business development and growth through sales of common stock and short-term borrowings. We require additional funds to further develop our business, execute our business strategy and satisfy our working capital needs. Our operating expenses will consume a material amount of our cash resources. We intend to raise capital through debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be available on a timely basis, on terms favorable to us or obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. | |||||||||
Use of estimates in the preparation of financial statements - Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation and recoverability of inventories, recoverability of long-lived assets and classification and valuation of equity related instruments. | |||||||||
Consolidation - The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated. | |||||||||
Concentrations - All of our operations are located in the greater Seattle, Washington area. As a result, we could be particularly susceptible to adverse trends and economic conditions in the area, including labor markets and other occurrences such as local strikes, earthquakes or other natural disasters. In addition, as we are a retailer of meat and related merchandise, adverse publicity and/or trends with respect to the meat industry in general could have a material effect on our operations and financial condition. | |||||||||
Cash and cash equivalents - We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Our cash is maintained with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. At August 31, 2013, no amounts exceeded the limit. | |||||||||
Prepaid expenses and other current assets – Prepaid expenses include inventory in transit. | |||||||||
Checks issued in excess of bank balance – The amount of checks issued in excess of amounts on deposit at the bank upon which the checks are drawn. | |||||||||
Fair value measurements – In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar asset or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. | |||||||||
Fair value of financial instruments – The fair value of our financial instruments, including accounts payable, certain accrued liabilities and notes payable, approximates carrying amounts due to short maturities. | |||||||||
Merchandise inventories – Merchandise inventories, which consist of meat and nonperishable products, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. | |||||||||
Property and equipment - Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over five to seven years for equipment and furniture, and over three to five years for computer software and hardware. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term. | |||||||||
Impairment of long-lived assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, and is disclosed. In connection store closures during the year ended August 31, 2012, certain assets were impaired and we recorded a provision for impairment of approximately $65,000. | |||||||||
Deferred financing costs – We record legal and other fees paid relating to offerings of equity or debt securities as deferred financing costs included in other assets. Costs relating to debt are deferred and amortized to interest expense over the term of the related debt. Costs relating to equity are recorded as stock issue costs as a decrease to additional paid-in capital upon sales of equity securities in the financing to which the costs relate. | |||||||||
Debt discount – We record fees paid to lenders and the fair value of common stock or warrants issued with debt securities as a debt discount, which is presented net of related borrowings on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term. | |||||||||
Revenue recognition - Revenues are recognized at point of sale at retail locations or upon delivery of product. Retail store revenues are reported net of sales, use or other transaction taxes collected from customers and remitted to taxing authorities. | |||||||||
Cost of goods sold - Cost of goods sold includes the cost of meat and nonperishable products sold and commissary costs. | |||||||||
Direct store expenses - Direct store expenses consist of store-level expenses such as personnel salaries and benefits costs, supplies, depreciation, and other store-specific costs. | |||||||||
Investor and public relations expenses – Investor and public relations expenses consist of fees paid or payable and equity securities issued or issuable to consultants in connection with services provided or to be provided during a contractually specified period. | |||||||||
Marketing and advertising expenses – Marketing and advertising costs ,which are expensed as incurred and included with general and administrative expenses, approximated $32,000 and $33,000 during the years ended August 31, 2013 and 2012, respectively. | |||||||||
Stock-based compensation - We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the award that will vest during the period. The Black-Scholes-Merton option pricing model requires the input of assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the award term. Stock-based compensation expense is recognized on a straight-line basis over vesting periods, if any, based on the grant date fair value. | |||||||||
Income taxes - We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as our management has not determined that realization of deferred tax assets is more likely than not. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities. | |||||||||
Net loss per share - Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents are excluded as the effect would be anti-dilutive. Shares excluded from loss per share computations for the years ended August 31 were as follows: | |||||||||
2013 | 2012 | ||||||||
Convertible notes payable | 46,535,013 | 6,617,513 | |||||||
Warrants | 18,149,407 | 6,841,674 | |||||||
Options | 375,000 | 375,000 | |||||||
65,059,420 | 13,834,187 | ||||||||
Contingencies - Conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, would be disclosed. |
Note_2_Related_Parties_and_Set
Note 2. Related Parties and Settlement of Litigation | 12 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 2. Related Parties and Settlement of Litigation | |
J’Amy Owens, our sole officer and director and principal shareholder, acquired a majority of the Company’s ownership in 2009, and during 2010, the Company acquired ownership of a business she co-founded to develop the “Bill the Butcher” retail concept. Ms. Owens is involved in other business activities, and as a result may face a conflict in selecting between the Company and other business interests. | |
Preferred Stock issued to Founder – In May 2013, we issued 2,000,000 shares of our Series A Preferred Stock to Ms. Owens. Each Series A Preferred Share has voting rights with a voting weight equal to ten common shares, and may be converted into ten common shares upon approval by the Board of Directors. | |
Common Stock received from Founder - During the year ended August 31, 2013 we received 6,270,000 shares of our common stock from Ms. Owens from personally owned shares. These shares were cancelled. The transfer of shares was to return shares the Company previously issued pursuant to terms of a settlement agreement by a former owner as described in Settlement of Litigation below. The fair value of shares was $251,000 based on closing market price at the transfer date and has been recorded as an increase in additional paid-in capital, similar to that of a capital contribution. | |
Common Stock Receivable from Founder - During the year ended August 31, 2011, we issued 293,750 shares of our common stock to investors in exchange for $75,000, and Ms. Owens agreed to transfer 200,000 of these shares from personally owned shares. The agreement to transfer shares is accounted for as a contribution of capital of $100,000 based on the closing price of our common stock on the transaction date. The transfer of shares has not occurred and the related receivable is presented as a separate component of stockholders’ deficit. | |
Lease arrangement with Founder – Since September 2012, we lease our corporate facilities, which includes two residential housing units, pursuant to a five-year lease agreement with J’Amy Owens, providing for monthly rent of $10,000 through October 2017. During the year ended August 31, 2013, we paid rent of $10,000 per month and made additional payments of $100,000 to secure tenancy of the premises, of which $80,000 has been recorded as deferred prepaid rent to be amortized to rent expense over the remaining lease term. At August 31, 2013, approximately $67,000 of additional payments has been deferred and included in deposits and other assets. | |
Common Stock Issued to Employees – During the year ended August 31, 2013 we issued 1,000,000 shares to each of two employees, who are currently holders of our common stock. Subsequent to August 31, 2013, we issued an additional 2,300,000 shares to each of these two employees. These shares are subject to a proxy to vote by Ms. Owens, as are other shares owned by these employees. | |
Settlement of Litigation - In 2011, an action was commenced by the former owner and co-founder of the company we acquired in 2010, in the Superior Court of the State of Washington, County of King, against the Company, J’Amy Owens and certain other parties. The plaintiff was seeking damages or the rescission of a Related Party Agreement and a Stock Purchase Agreement. In June 2012, the Court awarded the plaintiff 6,270,000 shares of our common stock, which we issued in June 2012. In August 2012, the Company, Ms. Owens and the plaintiff entered into a settlement agreement and general release pursuant to which, among other things, all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, Ms. Owens and the plaintiff were released, the plaintiff retained all shares issued and we issued to the plaintiff a $130,000 non-interest bearing note payable due July 1, 2013, repayment terms since renegotiated. In connection with issuance of shares and notes payable and together with related legal fees and expenses, we recognized settlement expense of $766,000 during the year ended August 31, 2012. As described under Common Stock received from Founder, during the year ended August 31, 2013, we received 6,270,000 shares of common stock from Ms. Owens, which shares were cancelled. | |
In 2010, a former employee commenced a lawsuit in the Superior Court of the State of Washington against the Company, J’Amy Owens, its sole officer and director. In July 2012, the Company, Ms. Owens and the former employee entered into a settlement agreement and general release. | |
Note_3_Merchandise_Inventories
Note 3. Merchandise Inventories | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
Note 3. Merchandise Inventories | |||||||||
Merchandise inventories consisted of the following at August 31 (in thousands): | |||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Perishable food | $ | 56 | $ | 20 | |||||
Non-perishables | 21 | 7 | |||||||
Total | $ | 77 | $ | 27 | |||||
Note_4_Property_and_Equipment
Note 4. Property and Equipment | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 4. Property and Equipment | |||||||||
Property and equipment consisted of the following at August 31 (in thousands): | |||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 183 | $ | 142 | |||||
Furniture and equipment | 206 | 205 | |||||||
Vehicle | - | 32 | |||||||
Total property and equipment | 389 | 379 | |||||||
Accumulated depreciation and amortization | (284 | ) | (239 | ) | |||||
Total property and equipment, net | $ | 105 | $ | 140 | |||||
Note_5_Notes_Payable_and_Advan
Note 5. Notes Payable and Advances | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 5. Notes Payable and Advances | |||||||||
Notes payable and advances consist of the following at August 31, 2013 and 2012 (in thousands): | |||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Convertible notes, interest at 12% | $ | 3,080 | $ | 1,008 | |||||
Convertible notes, interest at 15% | - | 50 | |||||||
2011 note payable, refinanced | - | 300 | |||||||
Settlement note payable | 65 | 130 | |||||||
Advances | 475 | 465 | |||||||
Total notes payable and advances | 3,620 | 1,953 | |||||||
Discount, net of amortization | (25 | ) | (73 | ) | |||||
Total | $ | 3,595 | $ | 1,880 | |||||
During the year ended August 31, 2013, we received proceeds from the issuance of $1,445,000 convertible notes payable, bearing interest at 12% and convertible into shares of our common stock at $0.05 per share. The notes, as amended, have various maturity dates, most of which are on or before August 31, 2013. As disclosed in Note 9, subsequent to year end, we entered into a forbearance agreement with the holder of a convertible note for $365,000 and extended the maturity date. We have entered into agreements with holders of a significant amount of outstanding notes and are in process of negotiations with other holders regarding extensions of, among other things, maturity dates and terms of conversion into shares of our common stock. | |||||||||
Pursuant to terms of certain of the 12% Convertible Notes and non-interest bearing note, the outstanding balance, including accrued interest, shall automatically convert into shares of common stock at a per share conversion price of $0.05 or $0.15 upon completion by the Company of a sale of $1 million or more of equity or new debt financing. | |||||||||
In connection with note payable financings, we incur fees and expenses and have agreed to issue shares of our common stock and warrants to purchase our common stock to our financial advisor for placement services. During the year ended August 31, 2013, we recorded $385,000 of debt issue costs, which included financing and legal fees paid and fair value of securities issued and issuable , and which is amortized to interest expense over borrowing terms. During the year ended August 31, 2013, we also issued and agreed to issue 2,760,000 shares of our common stock in connection with issuance of our convertible notes, and have recorded the related fair value of approximately $82,000 as debt discount based on the closing stock date when issuable, and which is amortized to interest expense over borrowing terms. Additionally, during the year ended August 31, 2013, in connection with amendments and modifications of certain notes payable, we issued warrants and recorded the fair value of approximately $110,000 as debt discount based on estimated fair values determined using the Black-Scholes-Merton option pricing model, which is amortized to interest expense over the borrowing terms. | |||||||||
Certain of our agreements with note holders involved a change in fair value of securities issuable in such proportion that required recording a $445,000 gain on modification and debt discount on modified debt. The discount is amortized over the related debt term, all of which was amortized during the year ended August 31, 2013, and is included as a part of interest expense. | |||||||||
During the year ended August 31, 2013 and 2012, we recognized amortization of debt issue costs and debt discount of approximately $1.2 million and $143,000, respectively. | |||||||||
During the year ended August 31, 2013, a holder converted $25,000 of convertible notes payable for 303,000 shares of our common stock, valued at approximately $15,000 at the conversion date. | |||||||||
Settlement Note Payable – In August 2012, we issued a promissory note payable due July 1, 2013 in the amount of $130,000. A discount for imputed interest of approximately $10,000 was recorded using an estimated interest rate of 12% and amortized to interest expense over the term until maturity. The note payable is collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable. On July 1, 2013, we repaid $65,000 and entered into an agreement, since amended, with the note holder to make the remaining payment in 2014 and issue the holder 600,000 shares of our common stock. | |||||||||
Advances –During the years ended August 31, 2012 and 2011, we received cash from an investor pursuant to an arrangement that would include our issuing notes or other securities, the terms of which were not finalized. We have accrued financing expense using interest rates in effect during the period funds were advanced. | |||||||||
The weighted average interest rate on total notes payable outstanding at August 31, 2013 was 12%. The average interest rate for interest and amortization of debt discount and debt issue costs on average amounts outstanding of approximately $2.6 million was 26% for the year ended August 31, 2013. The weighted average interest rate on total notes payable at August 31, 2012 was 13.9%. The average interest rate for interest and amortization of debt discount on average amounts outstanding of approximately $1.3 million was 59% for the year ended August 31, 2012. | |||||||||
Note_6_Stockholders_Equity
Note 6. Stockholders' Equity | 12 Months Ended | ||||||||||
Aug. 31, 2013 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||
Note 6. Stockholders’ Equity | |||||||||||
Preferred Stock - We are authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock, including two million shares of Series A preferred stock that would be entitled to ten votes per share, two million shares of Series B preferred stock that would be entitled to two votes per share, and one million shares of Series C preferred stock with no voting rights. Our Board of Directors has the authority to fix and determine the relative economic rights and preferences of preferred shares, as well as the authority to issue such shares without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. In addition, shares of preferred stock could be issued with terms designed to delay or prevent a change in control or make removal of management more difficult. | |||||||||||
In May 2013, we issued 2,000,000 shares of Series A preferred stock to our Founder for services. There were no additional or incremental terms or provisions authorized with respect to shares of Series A preferred stock, other than those shares have voting rights and carry a voting weight equal to ten common shares. Each Series A preferred share may be converted into ten common shares upon approval by our Board of Directors. We recorded expense of $60,000 based, in part, on closing market prices of our common stock on the dates shares were awarded. | |||||||||||
Common Stock – In May 2013, our sole director approved by unanimous written consent an amendment to our Articles of Incorporation to increase the number of authorized shares of our $0.001 par value Class A common stock from 70,000,000 shares to 195,000,000 shares. In June 2013, the certificate of amendment was filed and effective. | |||||||||||
Common Stock Issued for Borrowing Extensions – During the year ended August 31, 2013, we issued 300,000 shares of our common stock to lenders. The value of shares issued based on the closing market price on the date shares are issuable approximated $21,000 and is reported as interest expense. | |||||||||||
Common Stock Issued for Cash – During the year ended August 31, 2013, we issued 4,200,000 shares of our common stock and received cash of $210,000. During the year ended August 31, 2012, we issued 1,250,000 shares of our common stock and received cash of $200,000. | |||||||||||
Common Stock Issuable for Cash – During the year ended August 31, 2013, we received cash of $75,000 and agreed to issue 1,500,000 shares of our common stock. | |||||||||||
Common Stock Issued in Connection with Settlement Agreement – During the year ended August 31, 2013, we issued 3,000,000 shares of our common stock in settlement of litigation. The value of shares issued based on the closing market price on the dates shares are issuable of $200,000 was reported as settlement expense. | |||||||||||
Common Stock Issuable in Conversion of Notes Payable – During the year ended August 31, 2013, we agreed to issue 303,000 shares of our common stock in connection with a the conversion of $15,000 of Convertible Notes Payable. | |||||||||||
Common Stock Issuable with Notes Payable – During the year ended August 31, 2013, we agreed to issue 2,760,000 shares of our common stock in connection with issuances of $895,000 of Convertible Notes Payable. | |||||||||||
Common Stock Issued and Issuable in Exchange for Accounts Payable – During the year ended August 31, 2013, we agreed to issue 460,000 shares of our common stock in connection with exchanges of accounts payable, of which 260,000 shares were issued. The value of shares based on the closing market price on the dates shares are issuable approximated $37,000. | |||||||||||
Common Stock Issued and Issuable for Services – During the year ended August 31, 2013, we issued 2,000,000 shares of our common stock to employees for services and recorded expense of $220,000 based on closing market prices of our common stock on the dates shares were issuable, and also recorded 250,000 shares issuable and recorded expense of $18,000 relating to investor relations services. During the year ended August 31, 2012, we issued 2,774,000 shares of our common stock to employees and consultants for services and recorded expense of $317,000 based on closing market prices of our common stock on the dates shares were issuable. | |||||||||||
Common Stock Issued in Exchange for Accounts Payable – During the year ended August 31, 2012, we issued 418,042 shares of our common stock in exchange for approximately $50,000 of accounts payable. The value of shares issued based on the closing market price on the dates shares are issuable approximated $80,000, and the $30,000 excess of fair value of common stock issued over the amount of accounts payable exchanged was recorded as expense. | |||||||||||
Common Stock Issued for Services – In February 2012, we entered into a one-year agreement, since terminated, with an investor and public relations firm pursuant to which, among other things, we issued the firm 1,250,000 shares of our common stock and agreed to issue the firm 250,000 shares of our common stock each three-month period. Shares were recorded at the closing market price on the dates shares are issuable. During the year ended August 31, 2012, we recorded expense of $286,000 and issued 1,992,000 shares. | |||||||||||
Common Stock and Warrants to Purchase Common Stock Issued and Issuable to Placement Agent – In 2012, we entered into an agreement with a firm to provide placement agent services in connection with our fund-raising activities. Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to a percentage ranging from 10% to 13% of transaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock. During the year ended August 31, 2013, issued the firm warrants to purchase 4,102,417 shares of our common stock at $0.15 per share, 103,666 shares at $0.10 per share and 754,150 shares at $0.05 per share, and agreed to issue the firm 7,224,070 shares of our common stock, and warrants to purchase 1,712,500 shares of our common stock at $0.05 per share . | |||||||||||
Warrants and Options to Purchase Common Stock – In connection with offerings of our common stock and notes payable, we have issued warrants to purchase shares of our common stock. We have also issued warrants and options to purchase shares of our common stock to service providers. The following summarizes activity during the years ended August 31, 2013 and 2012: | |||||||||||
shares of | weighted average | ||||||||||
common stock | exercise price | ||||||||||
Outstanding at August 31, 2011 | 2,675,000 | $ | 0.28 | ||||||||
Warrants issued for services | 750,000 | 0.18 | |||||||||
Warrants issued with notes payable | 6,333,342 | 0.15 | |||||||||
Warrants exercised | (1,750,000 | ) | 0.001 | ||||||||
Warrants exchanged and cancelled | (1,166,668 | ) | 0.43 | ||||||||
Outstanding at August 31, 2012 | 6,841,674 | 0.2 | |||||||||
Warrants issued and issuable for services | 6,672,733 | 0.11 | |||||||||
Warrants issued with notes payable | 11,376,668 | 0.05 | |||||||||
Warrants exchanged and cancelled | (6,366,668 | ) | 0.05 | ||||||||
Outstanding at August 31, 2013 | 18,524,407 | $ | 0.11 | ||||||||
The following summarizes additional information on our stock warrants and options outstanding at August 31, 2013: | |||||||||||
shares of | remaining life | ||||||||||
Exercise price | common stock | in years | |||||||||
$ | 0.05 | 10,833,318 | 9.5 | ||||||||
0.1 | 103,666 | 9.5 | |||||||||
0.15 | 6,812,423 | 9.5 | |||||||||
0.2 | 400,000 | 8.2 | |||||||||
0.8 | 375,000 | 1.9 | |||||||||
18,524,407 | |||||||||||
Note_7_Income_Taxes
Note 7. Income Taxes | 12 Months Ended |
Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 7. Income Taxes | |
The Company has recorded no provision or benefit for income taxes. The difference between tax at the statutory rate and no tax is due to the full valuation allowance. Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes, and net operating loss carry forwards. Substantially all of our deferred tax assets relate to net operating loss carryforwards. Deferred tax assets were approximately $4.0 million and $2.8 million at August 31, 2013 and 2012, respectively, and the change in the valuation allowance was approximately $1.2 million and $1.3 million during the years then ended. A valuation allowance has been recorded in the full amount of total deferred tax assets as it has not been determined that it is more likely than not that these deferred tax assets will be realized. As of August 31, 2013, the Company has net operating loss carryforwards of approximately $11.4 million, which begin to expire in 2027. Realization is dependent on generating sufficient taxable income prior to expiration. Further, as a result of ownership changes, the Company is subject to annual limitations on the amount of net operating loss utilizable in any tax year, and such limitations are significant. | |
We have identified our federal tax return as our major tax jurisdiction, as defined. Tax years since inception are subject to audit. We believe our income tax filing positions and deductions will be sustained on audit and we do not anticipate any adjustments that would result in a material change to our financial position. No reserves for uncertain income tax positions have been recorded. Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense. | |
Note_8_Commitments_and_Conting
Note 8. Commitments and Contingencies | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
Note 8. Commitments and Contingencies | |||||
Legal Matters - We have settled all prior legal matters. We may occasionally become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters that may arise from time to time could have an adverse effect on our business, financial condition or operating results. We are currently not involved in any litigation nor are we aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. | |||||
Agreement with Placement Agent – In 2012, we entered into an agreement with a firm to provide placement agent services in connection with our fund-raising activities. Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to a percentage ranging from 10% to 13% of transaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock. During the year ended August 31, 2013, we paid the firm approximately $152,000, issued the firm warrants to purchase 4,102,417 shares of our common stock at $0.15 per share, 103,666 shares at $0.10 per share and 754,150 shares at $0.05 per share, and agreed to issue the firm 7,224,070 shares of our common stock, and warrants to purchase 1,712,500 shares of our common stock at $0.05 per share . During the year ended August 31, 2013, we recognized expense for debt issue costs of approximately $385,000, stock issue costs of $23,000 and settlement expense of $157,000, and at August 31, 2013, accrued fees approximate $18,000. | |||||
Leases - The Company leases its stores under non-cancelable operating leases, some with renewal options. Rents are fixed base amounts. Lease provisions also require additional payments for maintenance and other expenses. Rent is expensed on a straight-line basis over the term of the lease. The difference between amounts paid and expensed is recorded as deferred rent. In addition, as disclosed in Note 2, we lease our office facilities pursuant to terms of a five year lease agreement at $10,000 per month. Rent expense during the years ended August 31, 2013 and 2012 was $408,000 and $404,000, respectively. At August 31, 2013, minimum future annual lease obligations are as follows (in thousands): | |||||
year ending | |||||
August 31, 2014 | $ | 272 | |||
August 31, 2015 | 246 | ||||
August 31, 2016 | 240 | ||||
August 31, 2017 | 175 | ||||
August 31, 2018 | 23 | ||||
Total minimum payments | $ | 956 | |||
Arrearages in payment of employment and other taxes – The Company is in arrears in payment of employment and other taxes. We have created a payment plan with the State, and are taking measures to obtain additional funds to remedy the arrearages. | |||||
Note_9_Subsequent_Events
Note 9. Subsequent Events | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 9. Subsequent Events | |
In October 2013, we entered into a Forbearance Agreement with the holder of past due $365,000 of convertible notes (the Forbearance Note) and related accrued interest of approximately $55,000, pursuant to which, among other things, the holder will forbear from pursuing its default remedies as provided in a prior settlement agreement, we will issue the holder 3,000,000 shares of our common stock, and have agreed to pay accrued interest in payments by January 7, 2014, and quarterly principal and interest payments of $75,000 commencing in April 2014, until repaid in full in April 2015. In December 2013, we entered into a strategic advisory services agreement with an affiliate of the holder of the Forbearance Note pursuant to which, among other things, we agreed to issue 2,000,000 shares of our common stock, and $5,000 per month. The initial term extends through February 2014 and shall be extended through May 2014, unless we notify our intent not to extend. | |
In November 2013, the Company, and its recently formed wholly-owned subsidiary, The American Sustainability Project, Inc., entered into a purchase agreement with Montana Cattle Holdings, LLC d/b/a Great Northern Cattle Company (Seller), for the purchase of certain of Seller’s assets associated with its cattle and meat wholesale, retail, and brokerage businesses, and an employment agreement with the members of Seller in a transaction to close on or before January 7, 2014, or within 60 days thereafter. Terms of the proposed agreement provide for, among other things, issuance of 10,000,000 shares of our common stock, which shall be subject to a proxy in favor of J’Amy Owens, and payment of $300,000 to Seller at Closing, and $700,000 to be paid to Seller based on defined future operating results, which if not earlier paid, would be due a payable in full on the fifth anniversary of the Closing date. | |
Subsequent to August 31, 2013 through December 2013, we received $165,000 and issued 12% convertible notes having relatively terms of three months to nine months, and agreed to issue approximately 495,000 shares of our common stock. | |
In December 2013, we entered into a revolving credit agreement with one of our investors pursuant to which we may borrow up to $1 million and received approximately $300,000, which together with prior result in borrowings of $600,000 on the facility. Interest on borrowings is 12% and borrowings are due December 31, 2014. We agreed to issue 1 million shares of our common stock in connection with the line of credit facility. | |
Subsequent to August 31, 2013, we have entered into extension and modification agreements with the majority of holders of our convertible notes payable and with the settlement note holder. Pursuant to terms of a number of the convertible notes, such notes are convertible into shares of our common stock at our election, which is expected to occur. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Debt, Policy [Policy Text Block] | ' |
Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors at Finance 500, continue to raise capital and have also negotiated restructured payment terms for more than $1 million of prior indebtedness and settlement of prior litigation. During the year ended August 31, 2013, we received approximately $1.4 million from financing activities primarily from issuances of our 12% Convertible Notes and sales of our common stock. | |
Liquidity Disclosure [Policy Text Block] | ' |
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. Our net loss was approximately $3.5 million and $4.0 million during the years ended August 31, 2013 and 2012, respectively, and our operating activities used cash of approximately $1.3 million and $1.0 million during the years ended August 31, 2013 and 2012, respectively. We expect losses to continue in the near future as we grow and further develop operations. At August 31, 2013, we had a working capital deficit of approximately $5.5 million and a stockholders’ deficit of $5.3 million. We have funded our operations, business development and growth through sales of common stock and short-term borrowings. We require additional funds to further develop our business, execute our business strategy and satisfy our working capital needs. Our operating expenses will consume a material amount of our cash resources. We intend to raise capital through debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be available on a timely basis, on terms favorable to us or obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of estimates in the preparation of financial statements - Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation and recoverability of inventories, recoverability of long-lived assets and classification and valuation of equity related instruments. | |
Consolidation, Policy [Policy Text Block] | ' |
Consolidation - The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentrations - All of our operations are located in the greater Seattle, Washington area. As a result, we could be particularly susceptible to adverse trends and economic conditions in the area, including labor markets and other occurrences such as local strikes, earthquakes or other natural disasters. In addition, as we are a retailer of meat and related merchandise, adverse publicity and/or trends with respect to the meat industry in general could have a material effect on our operations and financial condition. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and cash equivalents - We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Our cash is maintained with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. At August 31, 2013, no amounts exceeded the limit. | |
Prepaid Expenses and Other Current Assets [Policy Text Block] | ' |
Prepaid expenses and other current assets – Prepaid expenses include inventory in transit. | |
Checks Issued in Excess of Bank Balance [Policy Text Block] | ' |
Checks issued in excess of bank balance – The amount of checks issued in excess of amounts on deposit at the bank upon which the checks are drawn | |
Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair value measurements – In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar asset or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair value of financial instruments – The fair value of our financial instruments, including accounts payable, certain accrued liabilities and notes payable, approximates carrying amounts due to short maturities. | |
Inventory, Policy [Policy Text Block] | ' |
Merchandise inventories – Merchandise inventories, which consist of meat and nonperishable products, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and equipment - Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over five to seven years for equipment and furniture, and over three to five years for computer software and hardware. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Impairment of long-lived assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, and is disclosed. In connection store closures during the year ended August 31, 2012, certain assets were impaired and we recorded a provision for impairment of approximately $65,000. | |
Deferred Financing Costs Policy [Text Block] | ' |
Deferred financing costs – We record legal and other fees paid relating to offerings of equity or debt securities as deferred financing costs included in other assets. Costs relating to debt are deferred and amortized to interest expense over the term of the related debt. Costs relating to equity are recorded as stock issue costs as a decrease to additional paid-in capital upon sales of equity securities in the financing to which the costs relate. | |
Debt Discount Policy [Text Block] | ' |
Debt discount – We record fees paid to lenders and the fair value of common stock or warrants issued with debt securities as a debt discount, which is presented net of related borrowings on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue recognition - Revenues are recognized at point of sale at retail locations or upon delivery of product. Retail store revenues are reported net of sales, use or other transaction taxes collected from customers and remitted to taxing authorities. | |
Cost of Sales, Policy [Policy Text Block] | ' |
Cost of goods sold - Cost of goods sold includes the cost of meat and nonperishable products sold and commissary costs. | |
Direct Store Expense [Policy Text Block] | ' |
Direct store expenses - Direct store expenses consist of store-level expenses such as personnel salaries and benefits costs, supplies, depreciation, and other store-specific costs. | |
Investor and Public Relations [Policy Text Block] | ' |
Investor and public relations expenses – Investor and public relations expenses consist of fees paid or payable and equity securities issued or issuable to consultants in connection with services provided or to be provided during a contractually specified period. | |
Advertising Costs, Policy [Policy Text Block] | ' |
Marketing and advertising expenses – Marketing and advertising costs ,which are expensed as incurred and included with general and administrative expenses, approximated $32,000 and $33,000 during the years ended August 31, 2013 and 2012, respectively. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-based compensation - We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the award that will vest during the period. The Black-Scholes-Merton option pricing model requires the input of assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the award term. Stock-based compensation expense is recognized on a straight-line basis over vesting periods, if any, based on the grant date fair value. | |
Basis of Accounting, Policy [Policy Text Block] | ' |
Income taxes - We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as our management has not determined that realization of deferred tax assets is more likely than not. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Net loss per share - Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents are excluded as the effect would be anti-dilutive. | |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | 'Contingencies - Conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, would be disclosed. |
Note_1_Description_of_Business1
Note 1. Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 'Shares excluded from loss per share computations for the years ended August 31 were as follows: | ||||||||
2013 | 2012 | ||||||||
Convertible notes payable | 46,535,013 | 6,617,513 | |||||||
Warrants | 18,149,407 | 6,841,674 | |||||||
Options | 375,000 | 375,000 | |||||||
65,059,420 | 13,834,187 |
Note_3_Merchandise_Inventories1
Note 3. Merchandise Inventories (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | 'Merchandise inventories consisted of the following at August 31 (in thousands): | ||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Perishable food | $ | 56 | $ | 20 | |||||
Non-perishables | 21 | 7 | |||||||
Total | $ | 77 | $ | 27 |
Note_4_Property_and_Equipment_
Note 4. Property and Equipment (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | 'Property and equipment consisted of the following at August 31 (in thousands): | ||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 183 | $ | 142 | |||||
Furniture and equipment | 206 | 205 | |||||||
Vehicle | - | 32 | |||||||
Total property and equipment | 389 | 379 | |||||||
Accumulated depreciation and amortization | (284 | ) | (239 | ) | |||||
Total property and equipment, net | $ | 105 | $ | 140 |
Note_5_Notes_Payable_and_Advan1
Note 5. Notes Payable and Advances (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | 'Notes payable and advances consist of the following at August 31, 2013 and 2012 (in thousands): | ||||||||
August 31, | |||||||||
2013 | 2012 | ||||||||
Convertible notes, interest at 12% | $ | 3,080 | $ | 1,008 | |||||
Convertible notes, interest at 15% | - | 50 | |||||||
2011 note payable, refinanced | - | 300 | |||||||
Settlement note payable | 65 | 130 | |||||||
Advances | 475 | 465 | |||||||
Total notes payable and advances | 3,620 | 1,953 | |||||||
Discount, net of amortization | (25 | ) | (73 | ) | |||||
Total | $ | 3,595 | $ | 1,880 |
Note_6_Stockholders_Equity_Tab
Note 6. Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||
Aug. 31, 2013 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 'The following summarizes activity during the years ended August 31, 2013 and 2012: | ||||||||||
shares of | weighted average | ||||||||||
common stock | exercise price | ||||||||||
Outstanding at August 31, 2011 | 2,675,000 | $ | 0.28 | ||||||||
Warrants issued for services | 750,000 | 0.18 | |||||||||
Warrants issued with notes payable | 6,333,342 | 0.15 | |||||||||
Warrants exercised | (1,750,000 | ) | 0.001 | ||||||||
Warrants exchanged and cancelled | (1,166,668 | ) | 0.43 | ||||||||
Outstanding at August 31, 2012 | 6,841,674 | 0.2 | |||||||||
Warrants issued and issuable for services | 6,672,733 | 0.11 | |||||||||
Warrants issued with notes payable | 11,376,668 | 0.05 | |||||||||
Warrants exchanged and cancelled | (6,366,668 | ) | 0.05 | ||||||||
Outstanding at August 31, 2013 | 18,524,407 | $ | 0.11 | ||||||||
Schedule of Warrants Outstanding | 'The following summarizes additional information on our stock warrants and options outstanding at August 31, 2013: | ||||||||||
shares of | remaining life | ||||||||||
Exercise price | common stock | in years | |||||||||
$ | 0.05 | 10,833,318 | 9.5 | ||||||||
0.1 | 103,666 | 9.5 | |||||||||
0.15 | 6,812,423 | 9.5 | |||||||||
0.2 | 400,000 | 8.2 | |||||||||
0.8 | 375,000 | 1.9 | |||||||||
18,524,407 |
Note_8_Commitments_and_Conting1
Note 8. Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 'At August 31, 2013, minimum future annual lease obligations are as follows (in thousands): | ||||
year ending | |||||
August 31, 2014 | $ | 272 | |||
August 31, 2015 | 246 | ||||
August 31, 2016 | 240 | ||||
August 31, 2017 | 175 | ||||
August 31, 2018 | 23 | ||||
Total minimum payments | $ | 956 |
Note_1_Description_of_Business2
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | |
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Number of Stores Operated and Closed During the Period | 'we operated six stores in the greater Seattle area. | ' | ' |
Restructured Debt, Amount (in Dollars) | $1,000,000 | ' | ' |
Proceeds from Convertible Debt (in Dollars) | 1,445,000 | ' | ' |
Net Income (Loss) Attributable to Parent (in Dollars) | -3,545,000 | -3,953,000 | ' |
Net Cash Provided by (Used in) Operating Activities (in Dollars) | -1,331,000 | -1,018,000 | ' |
Working Capital (Deficit) (in Dollars) | -5,500,000 | ' | ' |
Stockholders' Equity Attributable to Parent (in Dollars) | -5,284,000 | -3,256,000 | -1,285,000 |
Restructuring, Settlement and Impairment Provisions (in Dollars) | 0 | 65,000 | ' |
Advertising Expense (in Dollars) | $32,000 | $33,000 | ' |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' | ' |
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' | ' |
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '7 years | ' | ' |
Computer Equipment [Member] | Minimum [Member] | ' | ' | ' |
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Computer Equipment [Member] | Maximum [Member] | ' | ' | ' |
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Note_1_Description_of_Business3
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 65,059,420 | 13,834,187 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 46,535,013 | 6,617,513 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 18,149,407 | 6,841,674 |
Equity Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 375,000 | 375,000 |
Note_2_Related_Parties_and_Set1
Note 2. Related Parties and Settlement of Litigation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2013 | Aug. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2011 | |
Subsequent Event [Member] | Subsequent Event [Member] | Stock Received from Founder [Member] | Lease Agreement with Founder [Member] | Employee 1 [Member] | Related Party Agreement and Stock Purchase Agreement [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Stock Received from Founder [Member] | Stock Sold to Investors [Member] | |||
Employee 1 [Member] | Stock Sold to Investors [Member] | Stock issued to Founder [Member] | ||||||||||
Note 2. Related Parties and Settlement of Litigation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | 4,200,000 | 1,250,000 | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | 293,750 |
Preferred Stock, Voting Rights | ' | ' | ' | ' | ' | ' | ' | ' | 'equal to ten common shares, and may be converted into ten common shares upon approval by the Board of Directors | 'ten votes per share, two million shares of Series B preferred stock that would be entitled to two votes per share | ' | ' |
Stock Repurchased and Retired During Period, Shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,270,000 | ' |
Stock Repurchased During Period, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $251,000 | ' |
Stock Issued During Period, Value, New Issues | 285,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 |
Shares to be returned and reissued (in Shares) | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Contributed Capital | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' | ' | ' | ' | 'lease our corporate facilities, which includes two residential housing units | ' | ' | ' | ' | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | 408,000 | 404,000 | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Payments for Deposits | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Payments for Rent | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' |
Deposits Assets, Current | ' | ' | ' | ' | ' | 67,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | ' | ' | 2,300,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Number of Employees | 2 | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Awarded, Value | ' | ' | ' | ' | ' | ' | ' | 6,270,000 | ' | ' | ' | ' |
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | ' | ' | ' | 130,000 | ' | ' | ' | ' |
Litigation Settlement, Expense | $495,000 | $766,000 | ' | ' | ' | ' | ' | $766,000 | ' | ' | ' | ' |
Note_3_Merchandise_Inventories2
Note 3. Merchandise Inventories (Details) - Schedule of Inventories (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Merchandise inventories | $77 | $27 |
Perishable Food [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Merchandise inventories | 56 | 20 |
Non-Perishables [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Merchandise inventories | $21 | $7 |
Note_4_Property_and_Equipment_1
Note 4. Property and Equipment (Details) - Schedule of Property, Plant and Equipment (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | $389 | $379 |
Accumulated depreciation and amortization | -284 | -239 |
Total property and equipment, net | 105 | 140 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | 183 | 142 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | 206 | 205 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, Gross | $0 | $32 |
Note_5_Notes_Payable_and_Advan2
Note 5. Notes Payable and Advances (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Proceeds from Convertible Debt | $1,445,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.05 | ' |
Debt Instrument, Maturity Date, Description | 'have various maturity dates, most of which are on or before August 31, 2013 | ' |
Debt Issuance Cost | 385,000 | ' |
Amortization of Debt Discount (Premium) | 1,229,000 | 54,000 |
Gains (Losses) on Restructuring of Debt | 445,000 | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 15,000 | ' |
Debt Instrument, Unamortized Discount | 25,000 | 73,000 |
Repayments of Notes Payable | 65,000 | 0 |
Weighted Average Interest Rate | 12.00% | 13.90% |
Interest and Debt Issue Costs, Amount | 2,600,000 | 1,300,000 |
Average Interest and Debt Issue Costs, Amounts | 26.00% | 59.00% |
12% Convertible Notes and Non-Interest Bearing Note Payable [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | 'the outstanding balance, including accrued interest, shall automatically convert into shares of common stock at a per share conversion price of $0.05 or $0.15 upon completion by the Company of a sale of $1 million or more of equity or new debt financing. | ' |
Warrants issued with notes payable [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Amortization of Debt Discount (Premium) | 110,000 | ' |
12% Convertible Notes [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Debt Issuance Cost | 1,200,000 | 143,000 |
Modification, Renewal and Extension of 12% Convertible Notes [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | 25,000 | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 303,000 | ' |
Settlement of Note Payable [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Debt Instrument, Maturity Date | ' | 1-Jul-13 |
Debt Instrument, Face Amount (in Dollars) | ' | 130,000 |
Debt Instrument, Unamortized Discount | ' | 10,000 |
Debt Instrument, Imputed Interest, Estimated Rate | ' | 12.00% |
Debt Instrument, Collateral | ' | 'The note payable is collateralized by a pledge of interests in all of the Company's assets on a pari passu basis with holders of other collateralized notes payable. |
Debt Instrument, Payment Terms | ' | 'repaid $65,000 and entered into an agreement, since amended, with the note holder to make the remaining payment |
Stock Issued During Period in Connection with Settlement (in Shares) | 600,000 | ' |
Stock issued in connection with issuance of convertible notes [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) [Line Items] | ' | ' |
Common stock to be issued (in Shares) | 2,760,000 | ' |
Amortization of Debt Discount (Premium) | $82,000 | ' |
Note_5_Notes_Payable_and_Advan3
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | $3,595,000 | $1,880,000 |
Advances | 475,000 | 465,000 |
Total notes payable and advances | 3,620,000 | 1,953,000 |
Discount, net of amortization | -25,000 | -73,000 |
Total | 3,595,000 | 1,880,000 |
Notes at 12% Interest [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | 3,080,000 | 1,008,000 |
Notes at 15% Interest [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | 0 | 50,000 |
2011 Note Payable, Refinanced [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | 0 | 300,000 |
Settlement of Note Payable [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | 65,000 | 130,000 |
Discount, net of amortization | ' | ($10,000) |
Note_5_Notes_Payable_and_Advan4
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) | Aug. 31, 2013 | Aug. 31, 2012 |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) [Line Items] | ' | ' |
Interest at | 12.00% | ' |
Notes at 12% Interest [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) [Line Items] | ' | ' |
Interest at | 12.00% | 12.00% |
Notes at 15% Interest [Member] | ' | ' |
Note 5. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) [Line Items] | ' | ' |
Interest at | 15.00% | 15.00% |
Note_6_Stockholders_Equity_Det
Note 6. Stockholders' Equity (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 195,000,000 | 70,000,000 |
Stock issued during period, value, non-cash consideration (in Dollars) | ' | $80,000 |
Stock Issued During Period, Shares, New Issues | 4,200,000 | 1,250,000 |
Proceeds from Issuance of Common Stock (in Dollars) | 210,000 | ' |
Proceeds from Issuance or Sale of Equity (in Dollars) | ' | 200,000 |
Stock Issued During Period, Value, Issued for Services (in Dollars) | ' | 608,000 |
Accounts Payable, Current (in Dollars) | 564,000 | 1,048,000 |
Series A Preferred Stock [Member] | Stock issued to Founder [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Preferred Stock, Voting Rights | 'equal to ten common shares, and may be converted into ten common shares upon approval by the Board of Directors | ' |
Stock Issued During Period, Shares, Issued for Services | 2,000,000 | ' |
Convertible Preferred Stock, Terms of Conversion | 'may be converted into ten common shares upon approval by our Board of Directors | ' |
Allocated Share-based Compensation Expense (in Dollars) | 60,000 | ' |
Stock Issued During Period, Shares, New Issues | 2,000,000 | ' |
Series A Preferred Stock [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Voting Rights | 'ten votes per share, two million shares of Series B preferred stock that would be entitled to two votes per share | ' |
Series B Preferred Stock [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Voting Rights | 'two votes per share | ' |
Series C Preferred Stock [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Voting Rights | 'no voting rights | ' |
Warrants issued at $0.15 [Member] | Placement Agent Agreement [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 4,102,417 | ' |
Warrants issued at $0.15 [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.15 | ' |
Warrants issued at $0.10 [Member] | Placement Agent Agreement [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 103,666 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.1 | ' |
Warrants issued at $0.05 [Member] | Placement Agent Agreement [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 754,150 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.05 | ' |
Stock Issued for Borrowing Extension [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock issued during period, shares, non-cash consideration | 300,000 | ' |
Stock issued during period, value, non-cash consideration (in Dollars) | 21,000 | ' |
Stock Issued for Cash [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Proceeds from Issuance or Sale of Equity (in Dollars) | 75,000 | ' |
Common stock to be issued | 1,500,000 | ' |
Stock issued in settlement of litigation [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Other | 3,000,000 | ' |
Stock Issued During Period, Value, Other (in Dollars) | 200,000 | ' |
Stock issued in connection with conversion of notes payable [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Common stock to be issued | 303,000 | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | 15,000 | ' |
Stock issued in connection with issuances of Convertible Notes Payable [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Common stock to be issued | 2,760,000 | ' |
Debt Instrument, Face Amount (in Dollars) | 895,000 | ' |
Stock Issued for Exchange of Accounts Payable [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock issued during period, shares, non-cash consideration | 260,000 | 418,042 |
Stock issued during period, value, non-cash consideration (in Dollars) | 37,000 | 80,000 |
Common stock to be issued | 460,000 | ' |
Other General and Administrative Expense (in Dollars) | ' | 30,000 |
Accounts Payable, Current (in Dollars) | ' | 50,000 |
Stock issued to employees [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | 220,000 | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,000,000 | ' |
Stock issued for investor relations services [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Common stock to be issued | 250,000 | ' |
Other General and Administrative Expense (in Dollars) | 18,000 | ' |
Employee and Consultants [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | 317,000 |
Stock Issued During Period, Value, Issued for Services (in Dollars) | ' | 2,774,000 |
Investor and Public Relations Service Agreement [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 1,250,000 |
Other General and Administrative Expense (in Dollars) | ' | $286,000 |
Service Agreement Term | ' | '1 year |
Service Agreement Description | ' | 'issue the firm 250,000 shares of our common stock each three-month period |
Additional Shares issued to investor and public relations firm [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 1,992,000 |
Placement Agent Agreement [Member] | ' | ' |
Note 6. Stockholders' Equity (Details) [Line Items] | ' | ' |
Common stock to be issued | 7,224,070 | ' |
Other Commitments, Description | ' | 'Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to a percentage ranging from 10% to 13% oftransaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.05 | ' |
Warrants to be Issued (in Shares) | 1,712,500 | ' |
Note_6_Stockholders_Equity_Det1
Note 6. Stockholders' Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Shares of Common Stock [Member] | Warrants issued for services [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants issued | 6,672,733 | 750,000 |
Shares of Common Stock [Member] | Warrants issued with notes payable [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants issued | 11,376,668 | 6,333,342 |
Shares of Common Stock [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants Outstanding | 6,841,674 | 2,675,000 |
Warrants exercised | ' | -1,750,000 |
Warrants exchanged and cancelled | -6,366,668 | -1,166,668 |
Warrants Outstanding | 18,524,407 | 6,841,674 |
Weighted Average Exercise Price [Member] | Warrants issued for services [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants issued (in Dollars per share) | 0.11 | 0.18 |
Weighted Average Exercise Price [Member] | Warrants issued with notes payable [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants issued (in Dollars per share) | 0.05 | 0.15 |
Weighted Average Exercise Price [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants Outstanding (in Dollars per share) | 0.2 | 0.28 |
Warrants exercised (in Dollars per share) | ' | 0.001 |
Warrants exchanged and cancelled (in Dollars per share) | 0.05 | 0.43 |
Warrants Outstanding (in Dollars per share) | 0.11 | 0.2 |
Note_6_Stockholders_Equity_Det2
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Exercise Price [Member] | Warrants issued at $0.05 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Exercise Price (in Dollars per Item) | 0.05 | ' | ' |
Exercise Price [Member] | Warrants issued at $0.10 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Exercise Price (in Dollars per Item) | 0.1 | ' | ' |
Exercise Price [Member] | Warrants issued at $0.15 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Exercise Price (in Dollars per Item) | 0.15 | ' | ' |
Exercise Price [Member] | Warrants issued at $.20 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Exercise Price (in Dollars per Item) | 0.2 | ' | ' |
Exercise Price [Member] | Warrants issued at $.80 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Exercise Price (in Dollars per Item) | 0.8 | ' | ' |
Shares of Common Stock [Member] | Warrants issued at $0.05 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 10,833,318 | ' | ' |
Shares of Common Stock [Member] | Warrants issued at $0.10 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 103,666 | ' | ' |
Shares of Common Stock [Member] | Warrants issued at $0.15 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 6,812,423 | ' | ' |
Shares of Common Stock [Member] | Warrants issued at $.20 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 400,000 | ' | ' |
Shares of Common Stock [Member] | Warrants issued at $.80 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 375,000 | ' | ' |
Shares of Common Stock [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Shares of Common Stock | 18,524,407 | 6,841,674 | 2,675,000 |
Remaining Life [Member] | Warrants issued at $0.05 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Remaining Life | '9 years 6 months | ' | ' |
Remaining Life [Member] | Warrants issued at $0.10 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Remaining Life | '9 years 6 months | ' | ' |
Remaining Life [Member] | Warrants issued at $0.15 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Remaining Life | '9 years 6 months | ' | ' |
Remaining Life [Member] | Warrants issued at $.20 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Remaining Life | '8 years 73 days | ' | ' |
Remaining Life [Member] | Warrants issued at $.80 [Member] | ' | ' | ' |
Note 6. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ' | ' | ' |
Remaining Life | '1 year 328 days | ' | ' |
Note_7_Income_Taxes_Details
Note 7. Income Taxes (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Deferred Tax Assets, Net of Valuation Allowance | $4 | $2.80 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 1.2 | 1.3 |
Operating Loss Carryforwards | $11.40 | ' |
Note_8_Commitments_and_Conting2
Note 8. Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Payments of Stock Issuance Costs | $23,000 | ' |
Debt Issuance Cost | 385,000 | ' |
Litigation Settlement, Expense | 495,000 | 766,000 |
Deferred Finance Costs, Noncurrent, Net | 0 | 56,000 |
Operating Leases, Rent Expense | 408,000 | 404,000 |
Placement Agent Agreement [Member] | Warrants issued at $0.15 [Member] | ' | ' |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 4,102,417 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.15 | ' |
Placement Agent Agreement [Member] | Warrants issued at $0.10 [Member] | ' | ' |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 103,666 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.1 | ' |
Placement Agent Agreement [Member] | Warrants issued at $0.05 [Member] | ' | ' |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted (in Shares) | 754,150 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.05 | ' |
Placement Agent Agreement [Member] | ' | ' |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Stock Issuance Cost, Terms | 'equal to a percentage ranging from 10% to 13% oftransaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock | ' |
Payments of Stock Issuance Costs | 152,000 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.05 | ' |
Common stock to be issued (in Shares) | 7,224,070 | ' |
Warrants to be Issued (in Shares) | 1,712,500 | ' |
Litigation Settlement, Expense | 157,000 | ' |
Deferred Finance Costs, Noncurrent, Net | 18,000 | ' |
Office Facilities [Member] | ' | ' |
Note 8. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Description of Lessee Leasing Arrangements, Operating Leases | 'five year lease agreement | ' |
Operating Leases, Rent Expense, Minimum Rentals | $10,000 | ' |
Note_8_Commitments_and_Conting3
Note 8. Commitments and Contingencies (Details) - Schedule of Future Minimum Rental Payments for Operating Leases (USD $) | Aug. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | ' |
31-Aug-14 | $272 |
31-Aug-15 | 246 |
31-Aug-16 | 240 |
31-Aug-17 | 175 |
31-Aug-18 | 23 |
Total minimum payments | $956 |
Note_9_Subsequent_Events_Detai
Note 9. Subsequent Events (Details) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | 4 Months Ended | 1 Months Ended | 4 Months Ended | |||||
Aug. 31, 2013 | Aug. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Payment to Seller at Closing [Member] | Payment to Seller Based on Defined Future Operations [Member] | Montana Cattle Holdings, LLC [Member] | Forbearance Agreement [Member] | Extension and Modification Agreement [Member] | Strategic Advisory Services Agreement [Member] | 12% Convertible Notes [Member] | Line of Credit with Investor [Member] | ||||
Montana Cattle Holdings, LLC [Member] | Montana Cattle Holdings, LLC [Member] | ||||||||||
Note 9. Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Current | $3,595,000 | $1,880,000 | ' | ' | ' | $365,000 | ' | ' | ' | ' | ' |
Interest Payable, Current | 397,000 | 150,000 | ' | ' | ' | 55,000 | ' | ' | ' | ' | ' |
Common stock to be issued (in Shares) | ' | ' | ' | ' | 10,000,000 | 3,000,000 | ' | 2,000,000 | ' | 1,000,000 | 495,000 |
Debt Instrument, Payment Terms | ' | ' | ' | ' | ' | 'pay accrued interest in payments by January 7, 2014, and quarterly principal and interest payments of $75,000 commencing in April 2014, until repaid in full in April 2015 | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | 75,000 | ' | 5,000 | ' | ' | ' |
Debt Instrument, Description | ' | ' | ' | ' | ' | ' | 'entered into a strategic advisory services agreement with an affiliate of the holder of the Forbearance Note pursuant to which, among other things, we agreed to issue 2,000,000 shares of our common stock, and $5,000 per month. | ' | ' | ' | ' |
Service Agreement Description | ' | ' | ' | ' | ' | ' | ' | 'The initial term extends through February 2014 and shall be extended through May 2014, unless we notify our intent not to extend | ' | ' | ' |
Purchase Commitment, Description | ' | ' | ' | ' | 'entered into a purchase agreement with Montana Cattle Holdings, LLC d/b/a Great Northern Cattle Company (Seller), for the purchase of certain of Seller's assets associated with its cattle and meat wholesale, retail, and brokerage businesses, and an employment agreement with the members of Seller in a transaction to close on or before January 7, 2014, or within 60 days thereafter | ' | ' | ' | ' | ' | ' |
Purchase Obligation | ' | ' | 300,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | 1,445,000 | ' | ' | ' | ' | ' | ' | ' | 165,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ' | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | ' |
Debt Instrument, Maturity Date, Description | 'have various maturity dates, most of which are on or before August 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'terms of three months to nine months |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Proceeds from Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000 |