Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2013 | 22-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Synergetics, Inc. | |
Entity Central Index Key | 1427580 | |
Document Type | 10-Q | |
Document Period End Date | 28-Feb-13 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -23 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 71,968,477 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2013 |
BALANCE_SHEETS_unaudited
BALANCE SHEETS (unaudited) (USD $) | Feb. 28, 2013 | Aug. 31, 2012 |
ASSETS | ||
Current Assets | $0 | $0 |
Total Assets | 0 | 0 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 87,541 | 75,732 |
Loans payable | 36,092 | 14,692 |
Convertible notes | 136,726 | |
Total Current Liabilities | 123,633 | 227,150 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Capital stock - Authorized: $0.001 par value, 675,000,000 common shares authorized; 67,718,477 and 10,479,998 common shares issued and outstanding at February 28, 2013 and August 31, 2012, respectively | 67,718 | 10,480 |
Shares receivable | -32 | -139 |
Shares payable | 30,000 | |
Additional Paid-in Capital | 424,844 | 315,464 |
Deficit accumulated | -428,560 | -428,560 |
Deficit accumulated during development stage | -187,603 | -154,395 |
Total Stockholders' (Deficiency) | -123,633 | -227,150 |
Total Liabilities and Stockholders' (Deficiency) | $0 | $0 |
BALANCE_SHEETS_unaudited_Paren
BALANCE SHEETS (unaudited) (Parenthetical) (USD $) | Feb. 28, 2013 | Aug. 31, 2012 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 675,000,000 | 675,000,000 |
Common stock, shares issued | 67,718,477 | 10,479,998 |
Common stock, shares outstanding | 67,718,477 | 10,479,998 |
STATEMENTS_OF_OPERATIONS_AND_C
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited) (USD $) | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2013 | Feb. 29, 2012 | Feb. 28, 2013 | Feb. 29, 2012 | Feb. 28, 2013 | |
Operating Expenses: | |||||
Professional fees | $14,404 | $18,001 | $25,516 | $25,243 | |
Impairment of assets | |||||
Other general and administrative expenses | 4,410 | 4,700 | 32 | ||
Total operating expenses | 18,814 | 18,001 | 30,216 | 25,275 | |
(Loss) from operations | -18,814 | -18,001 | -30,216 | -25,275 | |
Other income (expense): | |||||
Interest expense | -909 | -4,178 | -2,992 | -8,590 | |
Income (loss) before income taxes | -19,723 | -22,179 | -33,208 | -33,865 | |
Income tax benefit (expense) | |||||
Income (loss) from continuing operations | -19,723 | -22,179 | -33,208 | -33,865 | |
Income (loss) from discontinued operations | -10,405 | -21,892 | |||
Net income (loss) | -19,723 | -32,584 | -33,208 | -55,757 | |
Net loss per share - basic and diluted | |||||
Loss from continuing operations | $0 | ($0.05) | $0 | ($0.07) | |
Loss from discontinued operations | ($0.02) | ($0.05) | |||
Net (loss) per shares | $0 | ($0.07) | $0 | ($0.12) | |
Weighted Average number of shares outstanding- basis and diluted | 43,498,500 | 480,000 | 26,898,038 | 480,000 | |
Comprehensive income (loss) gain: | |||||
Net income (loss) | -19,723 | -32,584 | -33,208 | -55,757 | |
Foreign currency translation (loss) gain from discontinued operations | 2,046 | 1,797 | |||
Comprehensive income (loss) | -19,723 | -30,538 | -33,208 | -53,960 | |
Date of reentering Development Stage to February 28, 2013 | |||||
Operating Expenses: | |||||
Professional fees | 25,516 | ||||
Impairment of assets | 88,000 | ||||
Other general and administrative expenses | 4,898 | ||||
Total operating expenses | 118,414 | ||||
(Loss) from operations | -118,414 | ||||
Other income (expense): | |||||
Interest expense | -3,162 | ||||
Income (loss) before income taxes | -121,576 | ||||
Income tax benefit (expense) | |||||
Income (loss) from continuing operations | -121,576 | ||||
Income (loss) from discontinued operations | -66,027 | ||||
Net income (loss) | ($187,603) |
STATEMENTS_OF_CASH_FLOWS_unaud
STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 6 Months Ended | ||
Feb. 28, 2013 | Feb. 29, 2012 | Feb. 28, 2013 | |
Cash flows from operating activities | |||
Net loss | ($33,208) | ($55,757) | |
Add: loss (income) from discontinued operations | 21,892 | ||
Adjustment to reconcile net loss to cash provided by (used) in operations: | |||
Impairment of assets | |||
Accrued interest | 2,992 | 1,069 | |
Changes in assets and liabilities: | |||
GST receivable | -164 | ||
Accounts payable and accrued liabilities | 8,816 | 11,960 | |
Net cash provided by (used in) continuing operations | -21,400 | -21,000 | |
Net cash provided by (used in) discontinued operations | 2,527 | ||
Net cash provided by (used in) operating activities | -21,400 | -18,473 | |
Cash flows from Investing Activities | |||
Net cash provided by (used in) continuing operations | |||
Net cash provided by (used in) discontinued operations | |||
Net cash provided by (used in) investing activities | |||
Cash flows from Financing Activities | |||
Proceeds from loan payable | 21,400 | 21,000 | |
Net cash provided by financing activities | 21,400 | 21,000 | |
Effect of currency rate change on cash | 1,877 | ||
Increase (decrease) in cash during the period | 4,404 | ||
Cash, beginning of period | 44,538 | ||
Cash, end of period | 48,942 | ||
Supplemental disclosure of cash flow information: | |||
Interest | |||
Income taxes | |||
Non-cash transactions: | |||
Common stock payable to convert notes | 136,726 | ||
Total Non Cash Transactions | 136,726 | ||
Date of reentering Development Stage to February 28, 2013 | |||
Cash flows from operating activities | |||
Net loss | -187,603 | ||
Add: loss (income) from discontinued operations | 66,027 | ||
Adjustment to reconcile net loss to cash provided by (used) in operations: | |||
Impairment of assets | 88,000 | ||
Accrued interest | 3,162 | ||
Changes in assets and liabilities: | |||
GST receivable | |||
Accounts payable and accrued liabilities | 9,014 | ||
Net cash provided by (used in) continuing operations | -21,400 | ||
Net cash provided by (used in) discontinued operations | |||
Net cash provided by (used in) operating activities | -21,400 | ||
Cash flows from Investing Activities | |||
Net cash provided by (used in) continuing operations | |||
Net cash provided by (used in) discontinued operations | |||
Net cash provided by (used in) investing activities | |||
Cash flows from Financing Activities | |||
Proceeds from loan payable | 21,400 | ||
Net cash provided by financing activities | 21,400 | ||
Supplemental disclosure of cash flow information: | |||
Interest | |||
Income taxes | |||
Non-cash transactions: | |||
Common stock payable to convert notes | 136,726 | ||
Total Non Cash Transactions | $136,726 |
Nature_and_Continuance_of_Oper
Nature and Continuance of Operations | 6 Months Ended |
Feb. 28, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | NOTE 1 - Nature and Continuance of Operations |
Organization: | |
Synergetics, Inc. (the “Company”, “Synergetics”, “we”, “us”, “our”) (formerly Fresh Traffic Group Inc., Estate Coffee Holdings Corp., and Slap Inc.) was incorporated in the State of Nevada, United States of America on March 19, 2007 to engage in the business of oil and gas exploration, development, production and acquisitions. | |
On November 2, 2009, the Company filed with the State of Nevada a forward split of its authorized and issued shares of common stock on the basis of nine-for-one in the form of a special stock distribution to stockholders of record as of November 2, 2009. | |
On January 10, 2010, the Company entered into a formal agreement (the “Agreement”) with the 100% owners of Estate Coffee Holdings Ltd. (formerly Sumbody Coffee Company) (“ECH” whereby the Company agreed to acquire all of the issued and outstanding shares of ECH in exchange for the issuance of 12,000 restricted shares of the Company to Sean Tan, ECH’s primary creditor, in settlement of a promissory note between ECH and Mr. Tan. ECH had previously acquired 20% of the shares of DTS8 Holdings Co. Ltd. (“DTS8”), a Hong Kong company which operated as a Wholly Owned Foreign Entity in the Republic of China, from Mr. Tan in exchange for a promissory note in the amount of $60,000 plus interest at the rate of 6% per annum. Pursuant to the Agreement, ECH became a wholly-owned subsidiary of the Company. The shares were issued to Mr. Tan on January 21, 2010, the closing date of the transaction. Subsequently, upon receipt of final documentation with respect to the transaction noted above, the Company discovered that DTS8 had not perfected the transaction with the regulatory authorities in Hong Kong, and further, the ownership structure of the assets acquired by DTS8 included a second Hong Kong based entity, the records for which were not able to be obtained by the Company for review. As a result, the acquisition of DTS8 Holdings Co. Ltd. by the Company’s wholly-owned subsidiary ECH was cancelled with return of the 12,000 shares held by Mr. Tan to treasury and the cancellation of the promissory note. On February 8, 2010, the Company changed its name from SLAP, Inc. to Estate Coffee Holdings Corp. to reflect the initiative to operate in the coffee business. | |
On October 20, 2010, the Company changed its name from Estate Coffee Holdings Corp. to Fresh Traffic Group Inc. due to the acquisition of Fresh Traffic Group Corp., which was acquired as an operating subsidiary as detailed below. | |
On October 26, 2010, the Company completed a closing (the “Closing”) of a Share Exchange Agreement (the “Agreement”) between the Company, Fresh Traffic Group Corp. (“Fresh Corp”) and Jeremy Booth, Kim Lewis and Dmytro Hrytsenko (collectively the “Fresh Shareholders”). The Agreement provided: (a) for the purchase by the Company of all of the issued and outstanding shares of Fresh Corp owned by the Fresh Shareholders in exchange for the issuance of 106,667 shares of the common stock of the Company; (b) the settlement of a total of CDN$71,973 of debt on the balance sheet of Fresh Corp by way of the issuance of up to 34,666 shares of common stock of the Company, of which a total of 32,000 shares were issued to a creditor of Fresh Corp who was an unrelated third party creditor. | |
On June 19, 2012, Fresh Traffic Group Inc. entered into an Assignment Agreement (the “Assignment Agreement”) with Tellus Engineering Ltd. (“Tellus”) a Hong Kong corporation. Under the Assignment Agreement Tellus agreed to assign the rights to a licensing agreement between Tellus and OOO” SGPStroy”, (“SGPStroy”) a Russian company for the patented technology developed by SGPStroy for ecologically safe carbonaceous waste reprocessing and production of synthetic power fuel. | |
Pursuant to the terms of the Assignment Agreement and the amendments thereto, Tellus assigned all rights and interests to the licensing agreement with SGPStroy to the Company in exchange for the issuance of 40,000,000 restricted shares of common stock of the Company. | |
On August 28, 2012, the Company and Tellus agreed to waive certain conditions to Closing and closed the acquisition, at that time the Company divested of the shares of its then wholly owned subsidiary, Fresh Traffic Group Corp.(“Fresh Corp”) in exchange for the return to treasury for cancellation of a total 138,667 shares of the Company, the issuance of a promissory note in the amount of $14,691.74 to Fresh Corp. and the reverse split of the then issued and outstanding shares of the Company on the basis of 1 for 75, the name change of the Company to Synergetics, Inc. and the Company’s agreement to use its best efforts to settle certain debt on the balance sheet of the Company at no less than $0.005 per share. The reverse split and name change were approved by FINRA on August 30, 2012 and effected on that date. The effect of this reverse split has been retroactively applied to the common stock balances at August 30, 2012, and reflected in all common stock activity presented in these financial statements. These financial statements include the consolidation of Fresh Corp. up to and including August 28, 2012, which operations are reflected as discontinued operations as at the fiscal period ended August 31, 2012 and 2011. | |
The Company is in the development stage, as a result of the acquisition of certain license agreements under an Assignment Agreement which closed on August 28, 2012 (refer to Note 5) and the disposition of Fresh Corp. Since the acquisition, the Company has been seeking financing for its new project. No other operations related to the project have taken place as at this date. |
Summaries_of_Significant_Accou
Summaries of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2013 | |
Accounting Policies [Abstract] | |
Summaries of Significant Accounting Policies | NOTE 2 - Summaries of Significant Accounting Policies |
The financial statements present the operations of the Company. Operations of formerly wholly-owned subsidiary, Fresh Corp. are presented as discontinued operations effective August 31, 2011. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates. | |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six month period ended February 28, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2013. The condensed consolidated balance sheet at August 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2012, filed with the Securities and Exchange Commission on January 23, 2013. | |
The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: | |
Revenue Recognition – | |
The Company’s former subsidiary, Fresh Corp. recognized revenue on products and services when the following criteria were satisfied: persuasive evidence of an arrangement exists, product delivery and title transfer has occurred or the services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. The Company’s revenue was primarily generated through term-based contracts with clients that require a flat monthly fee for services rendered on a monthly basis, depending on the service level provided under the contract. We recorded the service revenue on a straight line basis over the contract period. Any revenue generated by the Company’s former subsidiary has been reflected in the financial statements effective August 31, 2011 as a part of discontinued operations. | |
Cash and Cash Equivalents – | |
For purposes of the statement of cash flow, we consider all cash in banks, money market funds, and certificates of deposit with an original maturity date of less than three months to be cash equivalents. | |
Impairments – | |
The Company assesses the impairment of long-lived assets, including other intangible assets, whenever events or changes in circumstances indicate that their carrying value may not be recoverable in accordance with ASC Topic 360-10-35, “Impairment or Disposal of Long-Lived Assets.” The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. The Company holds investments in companies having operations or technologies in areas that are within or adjacent to our strategic focus when acquired, all of which are privately held and whose values are difficult to determine. An investment impairment charge is recorded if it is believed an investment has experienced a decline in value that is other than temporary. | |
Financial Instruments – | |
The carrying value of the Company’s financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. | |
Income Taxes – | |
The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | |
The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on September 1, 2007. As a result of the implementation of ASC Topic 740, the Company has neither recognized an increase in liabilities resulting from income taxes payable nor a reduction to refundable income taxes receivable. | |
The Company has no tax position at February 28, 2013 and August 31, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at February 28, 2013 or August 31, 2012. As stated above, the Company’s utilization of any net operating loss carry forwards may be unlikely as a result of its current unprofitable activities, as well as changes in ownership and business activities. | |
Basic and Diluted Loss Per Share – | |
In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. | |
Recent Accounting Pronouncements – | |
The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. | |
Reclassifications – | |
Certain reclassifications have been made to the prior period’s consolidated financial statements and notes thereto for comparative purposes to conform to the current period’s presentation. These reclassifications have no effect on previously reported results of operations. |
Going_Concern
Going Concern | 6 Months Ended |
Feb. 28, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern |
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since Inception to the current period ended February 28, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with funds raised from loans as may be negotiated and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. |
Acquisition_of_licensing_agree
Acquisition of licensing agreements | 6 Months Ended |
Feb. 28, 2013 | |
Notes to Financial Statements | |
Acquisition of licensing agreements | Note 4 – Acquisition of licensing agreements |
On June 19, 2012, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with Tellus Engineering Ltd. (“Tellus”) a Hong Kong corporation. Under the Assignment Agreement Tellus agreed to assign the rights to certain licensing agreements between Tellus and OOO” SGPStroy”, (“SGPStroy”) a Russian company for the patented technology developed by SGPStroy for ecologically safe carbonaceous waste reprocessing and production of synthetic power fuel. | |
Pursuant to the terms of the Assignment Agreement and the amendment thereto described below, Tellus assigned all rights and interests to the licensing agreements with SGPStroy to the Company in exchange for the issuance of 40,000,000 restricted shares of common stock of the Company. On August 28, 2012, the Company and Tellus agreed to waive certain conditions to Closing and closed the acquisition. | |
The Company issued 10,000,000 shares of the common stock of the Company to Tellus on August 27, 2012. | |
Further to the Assignment Agreement between Tellus and the Company, both Tellus and the Company had agreed to issue a total of 30,000,000 restricted shares to Inoculent BioTech (Holdings) Corporation (“Inoculent”), however the Assignment Agreement failed to reference the issuance of the shares to Inoculent and the shares were not issued on closing. On September 15, 2012, the Company and Tellus entered into an Amended Assignment Agreement whereby they amended the share consideration to be issued to Assignor to be 40,000,000 restricted shares of the Company’s common stock of which 10,000,000 shares were issued to Tellus and 30,000,000 shares were issued to Innoculent. | |
The Company issued 30,000,000 shares of the common stock of the Company on December 4, 2012 to Inoculent. | |
The 40,000,000 shares were valued at $88,000 in consideration for the assignment of certain licensing rights from Tellus to the Company at $0.0022 per share which was the bid price of the stock on August 27, 2012 and the last trading price of the stock. | |
An impairment loss of $88,000 on certain licensing rights was recognized in the profit and loss account in fiscal year ended August 31, 2012. |
Loans_Payable
Loans Payable | 6 Months Ended | ||
Feb. 28, 2013 | |||
Debt Disclosure [Abstract] | |||
Loans Payable | Note 5– Loans Payable | ||
(a) | As of August 28, 2012, the Company issued a promissory note in the amount of $14,692 due and payable by the Company on or before October 31, 2012 in regard to the disposition of Fresh Corp. An interest expense in the amount of $366 was incurred. The promissory note plus accrued interest was not repaid by February 28, 2013 as agreed and remains immediately due and payable. | ||
(b) | During the period ended February 28, 2013, the Company obtained unsecured demand loans in the total amount of $21,400 at an annual interest rate at 10%. An interest expense in the amount of $547 was accrued. The loan plus accrued interest remains due and payable as at February 28, 2013. |
Convertible_Notes
Convertible Notes | 6 Months Ended | ||||||||||||||||
Feb. 28, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Convertible Notes | Note 6– Convertible Notes | ||||||||||||||||
On July 17, 2012, the Company settled loans payable totaling $52,892 by way of the issuance of convertible notes. The convertible notes were demand loans, with interest payable annually at 10% per annum. The convertible notes were unsecured and convertible from the date of issuance into shares of common stock at a deemed price of $0.005 per share, for a total issuance of 10,578,296 shares. | |||||||||||||||||
On July 17, 2012, the Company settled accounts payable totaling $83,834 by way of the issuance of a convertible note. The convertible note was a demand loan, with interest payable annually at 18% per annum. The convertible note was unsecured and convertible from the date of issuance into shares of common stock at a deemed price of $0.005 per share, for a total issuance of 16,766,850 shares, if converted. | |||||||||||||||||
The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $136,726. This value was recorded as a discount on debt and an increase to additional paid in capital. Since the convertible notes were convertible at any time from the date of issue, the discount amounts were recorded as interest expense during the fourth quarter of fiscal year ended August 31, 2012. | |||||||||||||||||
On September 20, 2012, the Company received notice of election to convert certain debt of the Company in the amount of $98,149 at the price of $0.005 per share, convertible into 19,629,738 shares of its common stock to various creditors. | |||||||||||||||||
On December 17, 2012, the Company received notice of election to convert certain debt of the Company in the amount of $38,577 at a price of $0.005 per share, convertible into 7,715,408 shares of common stock, which shares were issued on February 5, 2013. | |||||||||||||||||
Interest expense for the three and six months ended February 28, 2013 and for the three and six months ended February 29, 2012 in regard to the convertible notes is as follows: | |||||||||||||||||
Three Months ended | Six Months ended | ||||||||||||||||
February 28, | February 29, | February 28, | February 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Interest expense | $ | 195 | $ | - | $ | 2,079 | $ | - | |||||||||
Unpaid interest on the convertible notes included in accounts payable as of February 28, 2013 and for the fiscal year ended August 31, 2012 is as follows: | |||||||||||||||||
February 28, | August 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Interest expense | $ | 4,626 | $ | 2,547 | |||||||||||||
Common_Stock
Common Stock | 6 Months Ended |
Feb. 28, 2013 | |
Equity [Abstract] | |
Common Stock | Note 7 – Common Stock |
On December 7, 2010, the Company entered into a one-year agreement with a marketing company whereunder we were required to issue restricted shares as a portion of the agreed to compensation. A total of 5,334 shares due for issuance on June 8, 2011 remain un-issued by the Company as the Company disputed the services provided by the marketing company. No demand for payment of the shares has been made by the marketing company and the Company does not expect any demand to be made, however, the Company has recorded the amount of $28,000 as a liability, included in accounts payable and accrued liabilities on the balance sheets of the Company, based on the closing price of the shares of common stock of the Company on June 7, 2011 at $5.25 per share. Should any demand for payment be made the Company intends to take legal action in regard to the non-performance of the marketing company. | |
On June 26, 2012, the Board of Directors of the Company and shareholders holding a majority interest of the issued and outstanding shares of the Company approved a reverse split of the shares on the Company on the basis of one (1) share for each seventy-five (75) shares held by shareholders of record as of June 26, 2012. Upon receipt of approval from the requisite regulatory authorities, the issued and outstanding number of shares of common stock after giving effect to the reverse split was effected August 30, 2012 reducing the issued and outstanding shares to 10,480,015 which amount includes 17 round-up shares issued as a result of the reverse split. | |
The Company was required to issue a total of 40,000,000 shares of common stock in consideration for the assignment of certain licensing rights from Tellus to the Company at a deemed price of $0.0022 per share, which was the bid price of the stock of the Company on August 27, 2012 and the last trading price of the stock. 10,000,000 shares were issued on August 28, 2012 and 30,000,000 shares were issued on December 4, 2012. | |
Under the terms of the disposition agreement certain shareholders of the Company that had received shares on the acquisition of Fresh Corp agreed to return a total of 138,667 shares to the Company for cancellation, which shares are reflected on the balance sheet as “Shares Receivable” in the amount of $(139). The shares were surrendered to the Company on August 28, 2012 and 106,667 shares were canceled on January 22, 2013. | |
On December 4, 2012, the Company issued a total of 19,629,738 shares of its common stock to various creditors of the Company pursuant to elections to convert certain debt of the Company in the amount of $98,149 at the price of $0.005 per share. Refer to Note 6 – Convertible Notes above. | |
On February 6, 2013, the Company issued a total of 7,715,408 shares of its common stock to various creditors of the Company pursuant to elections to convert certain debt of the Company in the amount of $38,577 at the price of $0.005 per shares. Refer to Note 6 – Convertible Notes above. |
Provision_For_Income_Taxes
Provision For Income Taxes | 6 Months Ended | ||||||||
Feb. 28, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Provision For Income Taxes | Note 8 – Provision For Income Taxes | ||||||||
The following table summarizes the significant components of the Company’s deferred tax assets: | |||||||||
28-Feb-13 | 31-Aug-12 | ||||||||
Deferred tax assets – net operating loss carryforwards | $ | 11,622 | $ | 174,800 | |||||
Valuation allowance for deferred tax asset | (11,622 | ) | (174,800 | ) | |||||
$ | - | $ | - | ||||||
The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry-forwards that is likely to be realized from future operations. The Company has chosen to provide an allowance of one hundred percent (100%) against all available income tax loss carry-forwards, regardless of their time of expiration because the Company’s ability to use its net operating loss carry forwards may be unlikely as a result of its history of unprofitable activities, as well as changes in ownership and business activities. Section 382 of the Internal Revenue Code imposes limitations on net loss carryforwards when there is a change in control. Due to the subsequent replacement of the Company’s Chief Executive Officer and a change in controlling shareholders, some or all of the net loss carryforward may not be available to offset future taxable income. | |||||||||
At February 28, 2013, the Company has estimated accumulated operating losses totaling $624,550, which may be available to reduce taxable income in future years. These losses expire beginning in 2027. |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||
Feb. 28, 2013 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | Note 9 – Subsequent Events | ||
A total of 32,000 shares still remain outstanding and subject to cancellation pursuant to the agreement whereby we disposed of Fresh Traffic. The holder of the shares has advised that the share certificate is lost and they will notify the transfer agent and take the necessary steps to effect cancellation for the period ended January 31, 2014. | |||
On December 4, 2013, the sole director of the Company appointed a number of members to the Board of Directors of the Company. The following persons were appointed to the Board of Directors, David Worrell, Branislav Budimcic, Edward Mercer, and Paul Lisak who was also elected Chairman of the Board. The Company approved the following compensation to each member of the Board of Directors: | |||
• | A grant of 300,000 stock options to each director, at an exercise price of $0.09 per share for a period of two years. The options are to have a term of five years, allow for cashless exercise and vested immediately upon grant date, December 4, 2013; | ||
• | Compensation of $1,500 for each meeting attended in person, including the Annual Meeting of the Shareholders, if on a day other than a scheduled meeting of the Board of Directors; | ||
• | $500 for attendance at a telephonic meeting of the Board of Directors; and | ||
• | A maximum of $1,000 to be paid in expenses related to the attendance at Board and/or committee meetings, or actual cost aster submitting expense reports if greater. The allowance for business class airfare for international travel. | ||
On December 4, 2013, concurrent with the appointment of the new directors, the Company approved payments of $5,000 per month retroactively to March 1, 2013 for Paul Lisak and Michael R. Wiechnik to be accrued and paid upon the Company having sufficient funds to do so. The Company further approved the issuance of a total of 750,000 shares of the common stock of the Company to each of Paul Lisak and Michael R Wiechnik as consideration for their services in the review of potential acquisitions for the Company. The shares have not yet been issued. | |||
On December 3, 2013, the Company entered into a consulting agreement with an unrelated third party consultant. The agreement is for a term of twenty four months commencing December 1, 2013 and extended automatically at the end of each 24 month period unles terminated. The contract calls for a monthly fee of $5,000 per month, payable on the 15th of each month and out of pocket expenses upon the presentation of an expense report. The contract can be terminated upon 30 days written notice after the end of the initial twenty four months of the contract provided that compensation shall continue for the shorter of (i) the balance of the contract period or (ii) twelve (12) months from the date of termination. Other than termination for cause which requires sixty days notice, the contract cannot be cancelled by the Company in the initial twenty-four months. The consultant may terminate the contract for any reason within sixty (60) days notice. | |||
On December 9, 2014, the Company created a Social Media subsidiary as a corporate entity focused on extending the Company's business into social media space. It is the Company's intention to explore and acquire assets, develop applications and websites necessary to extend its business activities into the social media space. | |||
In anticipation of the action described above, in October 2014, the Company entered into an Application Development Agreement with Innovative Holdings, Inc. ("Innovative"), whereby the Company engaged Innovative to design and develop the Company's CannaNext Marijuana website and mobile app as an online local guide that connects people with marijuana businesses in states where such activities are legal, such as vendors, doctors, paraphernalia, dispensaries, drivers, growers, etc. In addition, website users can submit a review on their products or services using a one to five leaf rating system. Businesses can also update contact information and other basic listing information or add special deals. In addition to writing reviews, users can reply to reviews, add photos, post events, add other content or discuss their personal lives. The agreed consideration for the services was 2,000,000 restricted common shares of the Company and a convertible promissory note in the amount of $35,000. | |||
During the quarter ended December 2014, Branislav Budimcic; Edward Merer and David Worrell resigned as members of the Board of Directors as a result of the change in the Company's focus to social media, an area where their expertise would no longer be of value to the Company. The former members had no disputes with the Company. | |||
In February 2015, the Company awarded 750,000 shares of its Common Stock each to Michael R. Wiechnik, Paul Lisak and JEC Consulting Associates, LLC for services rendered in connection with reviewing targeted companies and other activities for acquisition or other businesses for the Company to pursue. | |||
On April 17, 2015, the Company issued a promissory note in the amount of $6,000 to an unrelated third party for additional working capital. The note is due December 17, 2015 and carries interest at 4 percent per annum, payable at maturity. In connection with the issuance of the note the Company also granted the note holder 40,000 shares of its common stock. If the Company defaults on this note, as defined, the Company is obligated to issue an additional 40,000 shares of its common stock to the holder. | |||
On April 30, 2015, Michael R. Wiechnik resigned as President and Chief Executive Officer as well as a member of the Board of Directors. Mr. Wiechnik resigned as a result of the Company's change in focus to social media, an area where his expertise was no longer of value to the Company. Mr. Wiechnik had no disputes with the Company. |
Summaries_of_Significant_Accou1
Summaries of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2013 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition – |
The Company’s former subsidiary, Fresh Corp. recognized revenue on products and services when the following criteria were satisfied: persuasive evidence of an arrangement exists, product delivery and title transfer has occurred or the services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. The Company’s revenue was primarily generated through term-based contracts with clients that require a flat monthly fee for services rendered on a monthly basis, depending on the service level provided under the contract. We recorded the service revenue on a straight line basis over the contract period. Any revenue generated by the Company’s former subsidiary has been reflected in the financial statements effective August 31, 2011 as a part of discontinued operations. | |
Cash and Cash Equivalents | Cash and Cash Equivalents – |
For purposes of the statement of cash flow, we consider all cash in banks, money market funds, and certificates of deposit with an original maturity date of less than three months to be cash equivalents. | |
Impairments | Impairments – |
The Company assesses the impairment of long-lived assets, including other intangible assets, whenever events or changes in circumstances indicate that their carrying value may not be recoverable in accordance with ASC Topic 360-10-35, “Impairment or Disposal of Long-Lived Assets.” The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. The Company holds investments in companies having operations or technologies in areas that are within or adjacent to our strategic focus when acquired, all of which are privately held and whose values are difficult to determine. An investment impairment charge is recorded if it is believed an investment has experienced a decline in value that is other than temporary. | |
Financial Instruments | Financial Instruments – |
The carrying value of the Company’s financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. | |
Income Taxes | Income Taxes – |
The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | |
The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on September 1, 2007. As a result of the implementation of ASC Topic 740, the Company has neither recognized an increase in liabilities resulting from income taxes payable nor a reduction to refundable income taxes receivable. | |
The Company has no tax position at February 28, 2013 and August 31, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at February 28, 2013 or August 31, 2012. As stated above, the Company’s utilization of any net operating loss carry forwards may be unlikely as a result of its current unprofitable activities, as well as changes in ownership and business activities. | |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share – |
In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – |
The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. | |
Reclassifications | Reclassifications – |
Certain reclassifications have been made to the prior period’s consolidated financial statements and notes thereto for comparative purposes to conform to the current period’s presentation. These reclassifications have no effect on previously reported results of operations. |
Convertible_Notes_Tables
Convertible Notes (Tables) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Schedule of interest expenses | Three Months ended | Six Months ended | |||||||||||||||
February 28, | February 29, | February 28, | February 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Interest expense | $ | 195 | $ | - | $ | 2,079 | $ | - | |||||||||
Schedule of unpaid interest expenses | February 28, | August 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Interest expense | $ | 4,626 | $ | 2,547 | |||||||||||||
Provision_For_Income_Taxes_Tab
Provision For Income Taxes (Tables) | 6 Months Ended | ||||||||
Feb. 28, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of deferred tax assets | 28-Feb-13 | 31-Aug-12 | |||||||
Deferred tax assets – net operating loss carryforwards | $ | 11,622 | $ | 174,800 | |||||
Valuation allowance for deferred tax asset | (11,622 | ) | (174,800 | ) | |||||
$ | - | $ | - |
Nature_and_Continuance_of_Oper1
Nature and Continuance of Operations (Details Narrative) (USD $) | Dec. 17, 2014 | Feb. 28, 2013 | Feb. 06, 2013 | Jan. 22, 2013 | Dec. 04, 2012 | Sep. 20, 2012 | Aug. 27, 2012 | Jun. 19, 2012 | Oct. 26, 2010 | Jan. 10, 2010 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Percent Ownership Estate Coffee Holdings | 100.00% | |||||||||
Restricted shares issued, Sean Tan | 12,000 | |||||||||
Percent acquired DTS8 Holdings | 20.00% | |||||||||
Value, promissory note | $60,000 | |||||||||
Interest rate per annum | 6.00% | |||||||||
Shares returned for cancelation, Sean Tan | 12,000 | |||||||||
Shares issued to Fresh Corp shareholders | 106,667 | |||||||||
Debt agreed to be settled, Canadian dollars | 71,973 | |||||||||
Shares issued to settle debt | 34,666 | |||||||||
Shares issued to creditor of Fresh Corp | 32,000 | |||||||||
Shares to be issued under Assignment Agreement | 40,000,000 | 40,000,000 | ||||||||
Shares returned for cancelation | 138,667 | 106,667 | 138,667 | |||||||
Promissory note, value | $14,691 | |||||||||
Ratio of reverse split to one new share issued | 75 | |||||||||
Notes Converted To Share, price per share | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Acquisition_of_licensing_agree1
Acquisition of licensing agreements (Details Narrative) (USD $) | Dec. 04, 2012 | Aug. 31, 2012 | Aug. 27, 2012 | Jun. 19, 2012 |
Notes to Financial Statements | ||||
Shares to be issued under Assignment Agreement | 40,000,000 | 40,000,000 | ||
Shares issued to Tellus | 10,000,000 | |||
Shares issued to Inoculent BioTech (Holdings) Corporation | 30,000,000 | 30,000,000 | ||
Value, shares issued under Agreement | $88,000 | |||
Price per Share, shares issued under Agreement | $0.00 | |||
Impairment Loss | $88,000 |
Loans_Payable_Details_Narrativ
Loans Payable (Details Narrative) (USD $) | 6 Months Ended | |
Feb. 28, 2013 | Oct. 31, 2012 | |
Fresh Corp. | ||
Promissory Note, Fresh Corp | $14,692 | |
Interest expense, accrued | 366 | |
Demand Loans | ||
Demand Loans | 21,400 | |
Annual interest rate | 10.00% | |
Interest expense, accrued | $547 |
Convertible_Notes_Schedule_of_
Convertible Notes - Schedule of interest expenses (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2013 | Feb. 29, 2012 | Feb. 28, 2013 | Feb. 29, 2012 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $195 | $2,079 |
Convertible_Notes_Schedule_of_1
Convertible Notes Schedule of unpaid interest expenses (USD $) | Feb. 28, 2013 | Aug. 31, 2012 |
Debt Disclosure [Abstract] | ||
Interest expense | $4,626 | $2,547 |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | Dec. 17, 2014 | Feb. 06, 2013 | Dec. 04, 2012 | Sep. 20, 2012 | Aug. 31, 2012 | Aug. 27, 2012 | Jul. 17, 2012 |
Loans Payable Settled With Convertible Notes | |||||||
Loans payable settled with convertible notes | $52,892 | ||||||
Interest rate per annum | 10.00% | ||||||
Shares issuable, if converted | 10,578,296 | ||||||
Accounts Payable Settled With Convertible Notes | |||||||
Accounts payable settled by convertible notes | 83,834 | ||||||
Interest rate per annum | 18.00% | ||||||
Conversion price, per share | $0.01 | ||||||
Shares issuable, if converted | 16,766,850 | ||||||
Beneficial conversion feature | 136,726 | ||||||
Notes converted to share, value | $38,577 | $38,577 | $98,149 | $98,149 | |||
Notes converted to share, shares issuable | 7,715,400 | 7,715,408 | 19,629,738 | 19,629,738 | |||
Notes Converted To Share, price per share | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | Dec. 17, 2014 | Feb. 28, 2013 | Feb. 06, 2013 | Jan. 22, 2013 | Dec. 04, 2012 | Sep. 20, 2012 | Aug. 31, 2012 | Aug. 27, 2012 | Aug. 26, 2012 | Jun. 26, 2012 | Jun. 19, 2012 | Jun. 07, 2011 | Dec. 07, 2010 |
Equity [Abstract] | |||||||||||||
Number of months, commitment | 12 | ||||||||||||
Shares payable, six months from execution of agreement | 5,334 | ||||||||||||
Shares issued | 30,000,000 | 10,000,000 | |||||||||||
Shares held by shareholders | 75 | ||||||||||||
Liability recorded, unissued shares | $28,000 | ||||||||||||
Price per share, unissued shares | $5.25 | ||||||||||||
Issued and oustanding shares | 67,718,477 | 10,479,998 | 10,480,015 | ||||||||||
Round up shares, reverse split | 17 | ||||||||||||
Shares to be issued under Assignment Agreement | 40,000,000 | 40,000,000 | |||||||||||
Price per Share, shares issued under Agreement | $0.00 | ||||||||||||
Shares returned for cancelation | 138,667 | 106,667 | 138,667 | ||||||||||
Shares receivable | -32 | -139 | |||||||||||
Notes converted to share, value | $38,577 | $38,577 | $98,149 | $98,149 | |||||||||
Notes converted to share, shares issuable | 7,715,400 | 7,715,408 | 19,629,738 | 19,629,738 | |||||||||
Notes Converted To Share, price per share | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Provision_For_Income_Taxes_Sch
Provision For Income Taxes - Schedule of deferred tax assets (Details) (USD $) | Feb. 28, 2013 | Aug. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $11,622 | $174,800 |
Valuation allowance for deferred tax asset | -11,622 | -174,800 |
Total |
Provision_For_Income_Taxes_Det
Provision For Income Taxes (Details Narrative) (USD $) | 6 Months Ended |
Feb. 28, 2013 | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | 100.00% |
Accumulated operating losses | 1-Jan-27 |
Losses being to expire, year | $624,550 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 6 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Feb. 28, 2013 | Feb. 29, 2012 | Oct. 31, 2014 | Apr. 17, 2015 | Dec. 03, 2013 | Feb. 28, 2015 | Dec. 04, 2013 | Aug. 31, 2012 | Jan. 31, 2014 | |
Shares issued | 67,718,477 | 10,479,998 | |||||||
Promissory note | $21,400 | $21,000 | |||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||
Shares consideration for services | 2,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Shares outstanding | 32,000 | ||||||||
Shares issued | 40,000 | ||||||||
Agreement term | 24 months | ||||||||
Termination notice period | 60 days | ||||||||
Agreement monthly fee | 5,000 | ||||||||
Convertible promissory note | 35,000 | ||||||||
Promissory note | 6,000 | ||||||||
Promissory note due date | 17-Dec-15 | ||||||||
Additional common shares issued | 40,000 | ||||||||
Interest rate on notes payable | 4.00% | ||||||||
Subsequent Event [Member] | Paul Lisak and Michael R. Wiechnik [Member] | |||||||||
Shares issued | 750,000 | ||||||||
Payment approved related ro shares of common stock | 5,000 | ||||||||
Subsequent Event [Member] | Michael R. Wiechnik, Paul Lisak and JEC Consulting Associates, LLC [Member] | |||||||||
Shares consideration for services | 750,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Stock options grant | 300,000 | ||||||||
Stock options exercise price per share | $0.09 | ||||||||
Stock options exercise price per share period | 5 years | ||||||||
Stock options compensation | 1,500 | ||||||||
Charges for telephone meeting | 500 | ||||||||
Allowance for business class airfare for international travel | $1,000 |