Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Nov. 30, 2013 | Jan. 19, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Bill The Butcher, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 57,169,404 |
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 | 30-Nov-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $13 | $13 |
Merchandise inventories | 54 | 77 |
Prepaid expenses and other current assets | 109 | 37 |
Total current assets | 176 | 127 |
Property and equipment, net | 96 | 105 |
Deposits and other assets | 118 | 95 |
Total assets | 390 | 327 |
Current liabilities | ' | ' |
Accounts payable | 730 | 564 |
Accrued compensation and related | 1,016 | 896 |
Other current liabilities | 222 | 146 |
Accrued interest | 516 | 397 |
Notes payable and advances, net of discount | 3,805 | 3,595 |
Total current liabilities | 6,289 | 5,598 |
Other liabilities | 13 | 13 |
Total liabilities | 6,302 | 5,611 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value; 195,000,000 shares authorized 45,580,404 shares issued and outstanding | 46 | 46 |
Shares issuable: 25,717,070 shares and 14,687,070 shares | 990 | 617 |
Common stock, 200,000 shares, receivable from founder | -100 | -100 |
Additional paid-in capital | 5,933 | 5,927 |
Accumulated deficit | -12,783 | -11,776 |
Total stockholders' deficit | -5,912 | -5,284 |
Total liabilities and stockholders' deficit | 390 | 327 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 2 | 2 |
Series B Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 0 | 0 |
Series C Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
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 | 195,000,000 |
Common stock, shares issued (in Shares) | 45,580,404 | 45,580,404 |
Common stock, shares outstanding (in Shares) | 45,580,404 | 45,580,404 |
Shares issuable (in Shares) | 25,717,070 | 14,687,070 |
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 | 2,000,000 |
Shares outstanding (in Shares) | 2,000,000 | 2,000,000 |
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 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 |
Sales | $387 | $199 |
Cost of goods sold | 206 | 163 |
Gross profit | 181 | 36 |
Operating expenses | ' | ' |
Direct store expenses | 339 | 205 |
General and administrative expenses | 536 | 460 |
Settlement expense | 0 | 420 |
Total operating expenses | 875 | 1,085 |
Loss from operations | -694 | -1,049 |
Interest expense | -313 | -290 |
Net loss | ($1,007) | ($1,339) |
Net loss per share, basic and diluted (in Dollars per share) | ($0.02) | ($0.03) |
Weighted average shares used in computing net loss per common share, basic and diluted (in Shares) | 63,299,507 | 45,826,904 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) (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 |
In Thousands, except Share data | |||||||
Balance at Aug. 31, 2013 | $2 | $46 | $617 | ($100) | $5,927 | ($11,776) | ($5,284) |
Balance (in Shares) at Aug. 31, 2013 | 2,000,000 | 45,580,404 | 14,687,070 | -200,000 | ' | ' | ' |
Shares issuable in connection with notes payable | ' | ' | 16 | ' | ' | ' | 16 |
Shares issuable in connection with notes payable (in Shares) | ' | ' | 580,000 | ' | ' | ' | ' |
Shares issuable for services | ' | ' | 243 | ' | ' | ' | 243 |
Shares issuable for services (in Shares) | ' | ' | 6,850,000 | ' | ' | ' | ' |
Shares issuable for debt forbearance | ' | ' | 114 | ' | ' | ' | 114 |
Shares issuable for debt forbearance (in Shares) | ' | ' | 3,600,000 | ' | ' | ' | ' |
Warrants issuable to financial advisor for services | ' | ' | ' | ' | 6 | ' | 6 |
Net loss | ' | ' | ' | ' | ' | -1,007 | -1,007 |
Balance at Nov. 30, 2013 | $2 | $46 | $990 | ($100) | $5,933 | ($12,783) | ($5,912) |
Balance (in Shares) at Nov. 30, 2013 | 2,000,000 | 45,580,404 | 25,717,070 | -200,000 | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,007) | ($1,339) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 16 | 25 |
Stock-based compensation and financing expense | 252 | 237 |
Amortization of debt discount and issue costs | 26 | 122 |
Settlement and forbearance expense for shares issueable | 114 | 238 |
Changes in assets and liabilities | ' | ' |
Merchandise inventories | 23 | 15 |
Prepaid expenses and other current assets | -72 | 0 |
Accounts payable | 201 | -82 |
Accrued compensation and other current liabilities | 316 | 549 |
Other | 25 | 35 |
Net cash used by operating activities | -106 | -200 |
Cash flows from investing activities: | ' | ' |
Purchases of property, plant & equipment | -7 | 0 |
Net cash used by investing activities | -7 | 0 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock issued and issuable | 0 | 125 |
Proceeds from issuance of notes payable | 113 | 15 |
Increase in checks issued in excess of bank balance | 0 | 60 |
Net cash provided by financing activities | 113 | 200 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of year | 13 | 0 |
Cash and cash equivalents, end of year | 13 | 0 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | $2 | $2 |
Note_1_Description_of_Business
Note 1. Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Nov. 30, 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 November 30, 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 most prior indebtedness and settlement of prior litigation. Since March 2013, we received proceeds of over $2 million from equity and debt financings, and over $4 million since 2010. We have restructured the majority of secured convertible debt into a new senior credit facility and signed loan extensions from all but one secured creditor. Substantially all of our debt is subject to conversion to common stock at a near term benchmark. | |||||||||
Going concern - The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. Our net loss was approximately $1.0 million during the three months ended November 30, 2013 and $3.6 million and $4.0 million during the years ended August 31, 2013 and 2012, respectively, and our operating activities used cash of approximately $106,000 during the three months ended November 30, 2013 and $1.4 million during the year ended August 31, 2013. We expect losses to continue in the near future as we grow and further develop operations. At November 30, 2013, we had a working capital deficit of approximately $6.1 million and a stockholders’ deficit of $5.9 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 condensed 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 in the United States of American (GAAP) 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. | |||||||||
Interim financial statements – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the fiscal year ended August 31, 2013, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. The information furnished in this report includes all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for each period presented. The results of operations for the interim period ended November 30, 2013 are not necessarily indicative of the results for any future period. | |||||||||
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 November 30, 2013, no amounts exceeded the limit. | |||||||||
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. | |||||||||
Deferred financing costs – We record fees paid relating to offerings of 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. | |||||||||
Debt discount – We record 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 condensed 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. 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. | |||||||||
Stock-based compensation - We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. 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. | |||||||||
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 three months ended November 30 were as follows: | |||||||||
2013 | 2012 | ||||||||
Convertible notes payable | 50,035,013 | 11,068,347 | |||||||
Warrants | 18,355,657 | 6,476,674 | |||||||
Options | 375,000 | 375,000 | |||||||
68,765,670 | 17,920,021 | ||||||||
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
Note 2. Related Parties | 3 Months Ended |
Nov. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 2. Related Parties | |
J’Amy Owens is our co-founder, sole officer and director and principal shareholder. 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. | |
We lease our corporate facilities pursuant to a lease agreement with J’Amy Owens, providing for monthly rent of $10,000 through October 2017. | |
During the three months ended November 30, 2013, we recorded shares issuable for 4,600,000 shares to two employees, and in December 2013 the shares were issued. These shares are subject to a proxy to vote by Ms. Owens, as are other shares owned by these employees. We recorded stock-based compensation expense of $188,000 during the three months ended November 30, 2013 relating to these shares issuable. | |
Note_3_Merchandise_Inventories
Note 3. Merchandise Inventories | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
Note 3. Merchandise Inventories | |||||||||
Merchandise inventories consisted of the following (in thousands): | |||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Perishable food | $ | 31 | $ | 56 | |||||
Non-perishables | 23 | 21 | |||||||
Total | $ | 54 | $ | 77 | |||||
Note_4_Notes_Payable_and_Advan
Note 4. Notes Payable and Advances | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 4. Notes Payable and Advances | |||||||||
Notes payable and advances consist of the following (in thousands): | |||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Convertible notes, interest at 12% | $ | 3,255 | $ | 3,080 | |||||
Settlement note payable | 105 | 65 | |||||||
Advances | 475 | 475 | |||||||
Total notes payable and advances | 3,835 | 3,620 | |||||||
Discount, net of amortization | (30 | ) | (25 | ) | |||||
Total | $ | 3,805 | $ | 3,595 | |||||
During the three months ended November 30, 2013, we issued $175,000 of our 12% convertible notes having terms of three months to nine months, and agreed to issue approximately 580,000 shares of our common stock. | |||||||||
Most of our convertible notes have various maturity dates, most of which are on or before November 30, 2013. We have restructured the majority of secured convertible debt into a new senior credit facility and signed loan extensions from all but one secured creditor. Substantially all of our debt is subject to conversion to common stock at a near term benchmark. | |||||||||
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. As of January 10, 2014, we have not made the agreed upon interest payment. As described in Note 6, 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. | |||||||||
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 three months ended November 30, 2013, we recorded approximately $34,000 of debt issue costs, which included fees of $27,000 and fair value of warrants issuable of approximately $6,000, and which is amortized to interest expense over borrowing terms. During the three months ended November 30, 2013, we also agreed to issue 580,000 shares of our common stock in connection with issuance of our convertible notes, and have recorded the related fair value of approximately $16,000 as debt discount based on the closing stock date when issuable, and which is amortized to interest expense over borrowing terms. During the three months ended November 30, 2013 and 2012, we recognized amortization of debt issue costs and debt discount of approximately $26,000 and $122,000, respectively. | |||||||||
Settlement Note Payable – In 2012, we issued a promissory note payable due July 1, 2013 in the amount of $130,000. 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. The balance payable on the note was $65,000 on August 31, 2013. In November 2013, we entered into an agreement with the note holder to pay $105,000 in February 2014 and issue the holder 600,000 shares of our common stock is full satisfaction of the note. During the three months ended November 30, 2013, we recorded expense of $65,000, comprised of $40,000 additional payment and $15,000 for the fair value of shares issuable based on the closing price of our common stock on the date of the agreement, which is included in interest expense. | |||||||||
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. | |||||||||
Note_5_Stockholders_Equity
Note 5. Stockholders' Equity | 3 Months Ended |
Nov. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 5. Stockholders’ Equity | |
Preferred Stock - We are authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock, including 2,000,000 shares of Series A preferred stock that would be entitled to ten votes per share, 2,000,000 shares of Series B preferred stock that would be entitled to two votes per share, and 1,000,000 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. | |
Common Stock – We are authorized to issue up to 195,000,000 shares of our $0.001 par value Class A common stock. | |
Common Stock Issuable with Notes Payable – During the three months ended November 30, 2013, we agreed to issue 580,000 shares of our common stock in connection with issuances of Convertible Notes Payable. | |
Common Stock Issuable for Services – During the three months ended November 30, 2013, we agreed to issue 4,600,000 shares of our common stock to employees for services and recorded expense of $188,000 based on closing market prices of our common stock on the dates shares were issuable. Subsequent to November 30, 2013, the shares were issued. Additionally, we entered into a strategic advisory services agreement effective November 1, 2013 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. We recorded $42,000 during the three months ended November 30, 2013 for shares issuable based on the closing price of our common stock. We also agreed to issue 250,000 shares of our common stock to a professional service provider in connection with our pending acquisition. During the three months ended November 30, 2013, we recorded approximately $13,000 for shares issuable based on the closing price of our common stock. | |
Warrants to Purchase Common Stock Issuable to Placement Agent –During the three months ended November 30, 2013, we recorded debt issue costs of approximately $6,000 for warrants issuable for the purchase of 206,250 shares of our common stock at $0.05 per share for financing transactions during the period. The estimated fair value of warrants issuable was determined using the Black-Scholes-Merton option pricing model. | |
Warrants 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, and have also issued warrants to purchase shares of our common stock to service providers. At November 30, 2013, there were warrants outstanding and issuable for the purchase of 18,355,657 shares having a weighted average exercise price of $0.09 per share. | |
Note_6_Commitments_and_Conting
Note 6. Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 6. 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 of transaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock. As November 30, 2013, we have issued the firm warrants to purchase 7,960,233 shares of our common stock at a weighted average exercise price of $0.11, and have agreed to issue 7,224,070 shares of our common stock, and warrants to purchase 1,918,750 shares of our common stock at an exercise price of $0.05 per share. During the three months ended November 30, 2013, we recorded debt issue costs of approximately $21,000, comprised of fees and fair value of warrants issuable. | |
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. | |
Strategic Advisory Services Agreement - In December 2013, we entered into a strategic advisory services agreement effective November 1, 2013 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 pay $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. We recorded $42,000 during the three months ended November 30, 2013 for shares issuable based on the closing price of our common stock, and recognized approximately $11,000 in expense. | |
Note_7_Subsequent_Events
Note 7. Subsequent Events | 3 Months Ended |
Nov. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 7. Subsequent Events | |
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 and payable in full on the fifth anniversary of the Closing date. As of January 21, 2014, the transaction has not closed but both parties and Finance 500, are actively working on the closing. | |
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 loans result in borrowings of $600,000 on the facility. Interest on borrowings is 12% and borrowings are due December 31, 2014. We issued 1,000,000 shares of our common stock in connection with the line of credit facility. | |
Subsequent to November 30, 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. | |
Additionally, subsequent to November 30, 2013, we have due diligence under way to review and analyze new ranchers and producers who seek to join the American Sustainability Project. | |
The Company retained Investor Awareness, an investor relations firm, led by Tony Schor. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Nov. 30, 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 most prior indebtedness and settlement of prior litigation. Since March 2013, we received proceeds of over $2 million from equity and debt financings, and over $4 million since 2010. We have restructured the majority of secured convertible debt into a new senior credit facility and signed loan extensions from all but one secured creditor. Substantially all of our debt is subject to conversion to common stock at a near term benchmark. | |
Liquidity Disclosure [Policy Text Block] | ' |
Going concern - The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. Our net loss was approximately $1.0 million during the three months ended November 30, 2013 and $3.6 million and $4.0 million during the years ended August 31, 2013 and 2012, respectively, and our operating activities used cash of approximately $106,000 during the three months ended November 30, 2013 and $1.4 million during the year ended August 31, 2013. We expect losses to continue in the near future as we grow and further develop operations. At November 30, 2013, we had a working capital deficit of approximately $6.1 million and a stockholders’ deficit of $5.9 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 condensed 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 in the United States of American (GAAP) 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. | |
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 November 30, 2013, no amounts exceeded the limit. | |
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. | |
Deferred Financing Costs Policy [Text Block] | ' |
Deferred financing costs – We record fees paid relating to offerings of 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. | |
Debt Discount Policy [Text Block] | ' |
Debt discount – We record 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 condensed 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. 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. | |
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. 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. | |
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) | 3 Months Ended | ||||||||
Nov. 30, 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 three months ended November 30 were as follows: | ||||||||
2013 | 2012 | ||||||||
Convertible notes payable | 50,035,013 | 11,068,347 | |||||||
Warrants | 18,355,657 | 6,476,674 | |||||||
Options | 375,000 | 375,000 | |||||||
68,765,670 | 17,920,021 |
Note_3_Merchandise_Inventories1
Note 3. Merchandise Inventories (Tables) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | 'Merchandise inventories consisted of the following (in thousands): | ||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Perishable food | $ | 31 | $ | 56 | |||||
Non-perishables | 23 | 21 | |||||||
Total | $ | 54 | $ | 77 |
Note_4_Notes_Payable_and_Advan1
Note 4. Notes Payable and Advances (Tables) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | 'Notes payable and advances consist of the following (in thousands): | ||||||||
November 30, | August 31, | ||||||||
2013 | 2013 | ||||||||
Convertible notes, interest at 12% | $ | 3,255 | $ | 3,080 | |||||
Settlement note payable | 105 | 65 | |||||||
Advances | 475 | 475 | |||||||
Total notes payable and advances | 3,835 | 3,620 | |||||||
Discount, net of amortization | (30 | ) | (25 | ) | |||||
Total | $ | 3,805 | $ | 3,595 |
Note_1_Description_of_Business2
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 47 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Nov. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' |
Number of Stores Operated and Closed During the Period | 'we operated six stores in the greater Seattle area. | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt (in Dollars) | ' | ' | $2,000,000 | ' | ' | $4,000,000 |
Net Income (Loss) Attributable to Parent (in Dollars) | -1,007,000 | -1,339,000 | ' | -3,600,000 | -4,000,000 | ' |
Net Cash Provided by (Used in) Operating Activities (in Dollars) | -106,000 | -200,000 | ' | -1,400,000 | ' | ' |
Working Capital (Deficit) (in Dollars) | -6,100,000 | ' | -6,100,000 | ' | ' | -6,100,000 |
Stockholders' Equity Attributable to Parent (in Dollars) | ($5,912,000) | ' | ($5,912,000) | ($5,284,000) | ' | ($5,912,000) |
Note_1_Description_of_Business3
Note 1. Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 68,765,670 | 17,920,021 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 50,035,013 | 11,068,347 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Equivalents Outstanding | 18,355,657 | 6,476,674 |
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_Details
Note 2. Related Parties (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 |
Lease Agreement with Founder [Member] | Stock issued to employees [Member] | |||
Note 2. Related Parties (Details) [Line Items] | ' | ' | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' | 'lease our corporate facilities pursuant to a lease agreement with J'Amy Owens, providing for monthly rent | ' |
Operating Leases, Rent Expense | ' | ' | $10,000 | ' |
Common Stock, Shares Issuable (in Shares) | 25,717,070 | 14,687,070 | ' | 4,600,000 |
Number of Employees | ' | ' | ' | 2 |
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | $188,000 |
Note_3_Merchandise_Inventories2
Note 3. Merchandise Inventories (Details) - Schedule of Inventories (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Merchandise inventories | $54 | $77 |
Perishable Food [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Merchandise inventories | 31 | 56 |
Non-Perishables [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Merchandise inventories | $23 | $21 |
Note_4_Notes_Payable_and_Advan2
Note 4. Notes Payable and Advances (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2013 | Nov. 30, 2012 | Aug. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | Aug. 31, 2013 | Nov. 30, 2013 | Aug. 31, 2012 | |
Subsequent Event [Member] | Convertible Notes Issued During the Period [Member] | Debt Issue Fees [Member] | Fair Value of Warrants Issuable [Member] | Additional Payment on Debt [Member] | Fair Value of Shares Issuable [Member] | Forbearance Agreement [Member] | 12% Convertible Notes [Member] | 12% Convertible Notes [Member] | 12% Convertible Notes [Member] | Settlement of Note Payable [Member] | Settlement of Note Payable [Member] | ||||
Forbearance Agreement [Member] | 12% Convertible Notes [Member] | 12% Convertible Notes [Member] | Settlement of Note Payable [Member] | Settlement of Note Payable [Member] | |||||||||||
Note 4. Notes Payable and Advances (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | $175,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $130,000 |
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 November 30, 2013 | ' | ' | ' | 'three months to nine months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock to be issued (in Shares) | ' | ' | ' | 2,000,000 | 580,000 | ' | ' | ' | ' | 3,000,000 | 580,000 | ' | ' | 600,000 | ' |
Convertible Notes Payable, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | 365,000 | ' | ' | ' | ' | 65,000 |
Interest Payable, Current | 516,000 | ' | 397,000 | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | ' | ' | ' |
Debt Instrument, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'the holder will forbear from pursuing its default remedies as provided in a prior settlement agreement | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 'entered into an agreement with the note holder to pay $105,000 in February 2014 and issue the holder 600,000 shares of our common stock is full satisfaction of the note | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' |
Debt Issuance Cost (in Dollars) | ' | ' | ' | ' | ' | 27,000 | 6,000 | 40,000 | 15,000 | ' | 34,000 | ' | ' | 65,000 | ' |
Debt Instrument, Unamortized Discount | 30,000 | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | $26,000 | $122,000 | ' | ' | ' | ' | ' | ' | ' | ' | $26 | $122,000 | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jul-13 |
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. |
Note_4_Notes_Payable_and_Advan3
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | $3,805 | $3,595 |
Advances | 475 | 475 |
Total notes payable and advances | 3,835 | 3,620 |
Discount, net of amortization | -30 | -25 |
Total | 3,805 | 3,595 |
12% Convertible Notes [Member] | ' | ' |
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | 3,255 | 3,080 |
Discount, net of amortization | -16 | ' |
Settlement of Note Payable [Member] | ' | ' |
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances [Line Items] | ' | ' |
Note | $105 | $65 |
Note_4_Notes_Payable_and_Advan4
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) (12% Convertible Notes [Member]) | Nov. 30, 2013 | Aug. 31, 2013 |
12% Convertible Notes [Member] | ' | ' |
Note 4. Notes Payable and Advances (Details) - Schedule of Notes Payable and Advances (Parentheticals) [Line Items] | ' | ' |
Interest at | 12.00% | 12.00% |
Note_5_Stockholders_Equity_Det
Note 5. Stockholders' Equity (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 |
Strategic Advisory Service Agreement [Member] | Strategic Advisory Service Agreement [Member] | Warrants issued at $0.05 [Member] | Warrants issued at $0.09 [Member] | Stock issued to Founder [Member] | Stock issued in connection with issuances of Convertible Notes Payable [Member] | Stock issued to employees [Member] | Stock to be issued for Professional Services [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Forbearance Agreement [Member] | Warrants Issuable [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Note 5. Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Voting Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'ten votes per share, 2,000,000 shares of Series B preferred stock that would be entitled to two votes per share | ' | 'two votes per share | ' | 'no voting rights | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 195,000,000 | 195,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock to be issued | ' | ' | 2,000,000 | 2,000,000 | ' | ' | ' | 580,000 | 4,600,000 | 250,000 | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | $188,000 | $13,000 | ' | ' | ' | ' | ' | ' |
Service Agreement Description | ' | ' | 'issue 2,000,000 shares of our common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issuable for Services, Value (in Dollars) | ' | ' | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Issuance Cost (in Dollars) | ' | ' | ' | $11,000 | $6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Rights, Granted | ' | ' | ' | ' | 206,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | ' | ' | ' | 0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | 18,355,657 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Rights, Weighted-Average Exercise Price of Warrants or Rights, Outstanding (in Dollars per share) | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Commitments_and_Conting1
Note 6. Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2013 | Aug. 31, 2013 | |
Strategic Advisory Service Agreement [Member] | Placement Agent Agreement [Member] | ' | ' |
Note 6. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Stock Issuable for Services, Value (in Dollars) | $42,000 | ' |
Strategic Advisory Service Agreement [Member] | ' | ' |
Note 6. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Common stock to be issued | 2,000,000 | ' |
Debt Issuance Cost (in Dollars) | 11,000 | ' |
Other Commitments, Description | '$5,000 | ' |
Placement Agent Agreement [Member] | Warrants issued at $0.11 [Member] | ' | ' |
Note 6. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted | ' | 7,960,233 |
Class of Warrant or Rights, Weighted-Average Exercise Price of Warrants or Rights, Granted (in Dollars per share) | ' | 0.11 |
Common stock to be issued | ' | 7,224,070 |
Placement Agent Agreement [Member] | Warrants issued at $0.05 [Member] | ' | ' |
Note 6. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Class of Warrant or Rights, Granted | ' | 1,918,750 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | 0.05 |
Placement Agent Agreement [Member] | ' | ' |
Note 6. Commitments and Contingencies (Details) [Line Items] | ' | ' |
Stock Issuance Cost, Terms | ' | 'equal to a percentage oftransaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock |
Debt Issuance Cost (in Dollars) | $21,000 | ' |
Note_7_Subsequent_Events_Detai
Note 7. Subsequent Events (Details) (USD $) | Jan. 21, 2014 | Jan. 21, 2014 | Jan. 21, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Montana Cattle Holdings, LLC [Member] | |
Payment to Seller at Closing [Member] | Payment to Seller Based on Defined Future Operations [Member] | Montana Cattle Holdings, LLC [Member] | Extension and Modification Agreement [Member] | Line of Credit with Investor [Member] | ||
Montana Cattle Holdings, LLC [Member] | Montana Cattle Holdings, LLC [Member] | |||||
Note 7. Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Purchase Commitment, Description | ' | ' | '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 and payable in full on the fifth anniversary of the | ' | ' | '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. |
Common stock to be issued (in Shares) | ' | ' | 10,000,000 | ' | ' | ' |
Purchase Obligation | $300,000 | $700,000 | ' | ' | ' | ' |
Debt Instrument, Description | ' | ' | ' | '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 loans result in borrowings of $600,000 on the facility. | ' | ' |
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 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 12.00% | ' |
Stock Issued During Period, Shares, Other (in Shares) | ' | ' | ' | ' | 1,000,000 | ' |