Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
May 31, 2017 | Jul. 12, 2017 | Feb. 28, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | SAUER ENERGY, INC. | ||
Document Type | 10-Q | ||
Document Period End Date | May 31, 2017 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,446,152 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Common Stock, Shares Outstanding | 336,894,876 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q3 | ||
Entity Public Float | $ 4,292,836 | ||
Trading Symbol | seny |
Statement of Financial Position
Statement of Financial Position - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Assets, Current | ||
Cash and Cash Equivalents, at Carrying Value | $ 55,402 | $ 46,585 |
Other Assets, Current | 1,500 | 1,500 |
Assets, Current | 56,902 | 48,085 |
Assets, Noncurrent | ||
Property, Plant and Equipment, Net | 35,516 | 68,123 |
Goodwill | 5,000 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 1,135,175 | 1,202,807 |
Other Assets, Noncurrent | 13,507 | 16,502 |
Assets, Noncurrent | 1,148,682 | 1,219,309 |
Assets | 1,241,100 | 1,335,517 |
Liabilities, Current | ||
Accrued Liabilities, Current | 13,272 | 25,037 |
Due To Related Parties Current | 6,400 | 8,000 |
Notes Payable, Current | 155,000 | 90,000 |
Liabilities, Current | 174,672 | 123,037 |
Liabilities, Noncurrent | ||
Liabilities | 174,672 | 123,037 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | ||
Common Stock, Value, Issued | 32,912 | 27,343 |
Additional Paid in Capital, Common Stock | 12,135,297 | 11,075,385 |
Retained Earnings (Accumulated Deficit) | (11,101,781) | (9,890,248) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,066,428 | 1,212,480 |
Liabilities and Equity | $ 1,241,100 | $ 1,335,517 |
Statement of Financial Positio3
Statement of Financial Position - Parenthetical - $ / shares | May 31, 2017 | Aug. 31, 2016 |
Balance Sheets | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 650,000,000 | 650,000,000 |
Common Stock, Shares Issued | 329,133,664 | 273,433,664 |
Common Stock, Shares Outstanding | 329,133,664 | 273,433,664 |
Statement of Income
Statement of Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Operating Expenses | ||||
Professional Fees | $ 21,000 | $ 39,148 | $ 62,444 | $ 73,456 |
Consulting | 51,175 | 495,770 | 171,675 | 557,080 |
Rent Expense | 42,043 | 41,535 | 140,144 | 96,578 |
Research and Development Expense | 117,726 | 57,337 | 269,254 | 154,313 |
General and Administrative Expense | 84,531 | 82,081 | 257,542 | 268,292 |
Operating Expenses | 316,475 | 715,871 | 901,059 | 1,149,719 |
Operating Income (Loss) | (316,475) | (715,871) | (901,059) | (1,149,719) |
Interest and Debt Expense | ||||
Interest Expense | 33,989 | 113,176 | 310,474 | 238,294 |
Derivative Loss On Derivative | (61,363) | (446,785) | ||
Interest and Debt Expense | 33,989 | 51,813 | 310,474 | (208,491) |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (350,464) | (767,684) | (1,211,533) | (941,228) |
IncomeTaxExpenseBenefitContinuingOperationsAbstract | ||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (350,464) | (767,684) | (1,211,533) | (941,228) |
Net Income (Loss) Attributable to Parent | (350,464) | (767,684) | (1,211,533) | (941,228) |
OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract | ||||
ComprehensiveIncomeNetOfTax | $ (350,464) | $ (767,684) | $ (1,211,533) | $ (941,228) |
Earnings Per Share | ||||
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 328,627,036 | 230,506,741 | 308,510,022 | 191,280,841 |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Diluted | 328,627,036 | 230,506,741 | 308,510,022 | 191,280,841 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss) | $ (1,211,533) | $ (941,228) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Depreciation | 67,632 | 54,936 |
Amortization | 32,607 | 51,500 |
Fair Value Change of Derivative Liability | (446,785) | |
Issuance of Stock and Warrants for Services or Claims | 302,909 | 737,046 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | (808,385) | (544,531) |
Increase (Decrease) in Operating Assets | ||
Increase (Decrease) in Prepaid Expense and Other Assets | 2,995 | 10,512 |
Increase (Decrease) in Other Operating Assets | ||
Increase (Decrease) in Operating Assets | 2,995 | 10,512 |
Increase (Decrease) in Operating Liabilities | ||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | (13,368) | 5,274 |
Increase (Decrease) in Operating Capital | (13,368) | 5,274 |
Net Cash Provided by (Used in) Operating Activities | (818,758) | (528,745) |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from (Repayments of) Short-term Debt | 65,000 | |
Proceeds from Issuance of Common Stock | 762,575 | 585,000 |
Net Cash Provided by (Used in) Financing Activities | 827,575 | 585,000 |
Cash and Cash Equivalents, Period Increase (Decrease) | 8,817 | 56,255 |
Cash and Cash Equivalents, at Carrying Value | 46,585 | 4,968 |
Cash and Cash Equivalents, at Carrying Value | $ 55,402 | $ 61,223 |
Nature of Operations
Nature of Operations | 9 Months Ended |
May 31, 2017 | |
Notes | |
Nature of Operations | Note 1 - Organization and summary of significant accounting policies: These unaudited interim financial statements as of and for the three and nine months ended May 31, 2017, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Companys financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the Companys financial statements and notes thereto included in the Companys fiscal year end August 31, 2016, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended Organization Sauer Energy, Inc. was incorporated in California on August 7, 2008. The Company was incorporated to develop and market wind power electric generators. Current Business of the Company On July 25, 2010, the Company executed a plan of reorganization with BCO Hydrocarbon Ltd., a Nevada exploration stage enterprise, in which Sauer Energy Inc. became a subsidiary of BCO. BCO changed its name to Sauer Energy, Inc. The Company leases warehouse/office facilities in Oxnard, California, in which the Company develops wind power technology. A production prototype of a vertical axis wind turbine (VAWT) has been developed. Its compact size is aimed at the small business and home market. The company is focused on plans to manufacture and distribute the product. In May 2012, the acquisition of the entire assets of a wind turbine company added two more wind turbine models to the Company, together with patents and a distribution network. During 2015 and 2016, the Company continued to develop its technology. |
Basis of Accounting
Basis of Accounting | 9 Months Ended |
May 31, 2017 | |
Notes | |
Basis of Accounting | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted August 31 as the fiscal year-end. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets 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. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company s financial instruments as of May 31, 2017, reflect: · Cash: Level 1 Measurement based on bank reporting. § Level 2 Loans from Officers and related parties Level 2 Based on promissory notes. Federal income taxes The Company utilizes FASB ACS 740, Income Taxes , Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. Research and development costs The Company expenses costs of research and development cost as incurred. The costs for the three months ended May 31, 2017 , and three months ended May 31, 2016 , were $117,726 and $57,337 respectively. The costs for the nine months ended May 31, 2017 , and May 31, 2016 , were $269,254 and $154,313 respectively. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Basic and Diluted Earnings (Loss) Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does not have potentially dilutive securities outstanding. Recent Accounting Pronouncements Management has considered all recent accounting pronouncements. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has not determined whether implementation of such standards would be material to its financial statements. The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. § Update 2017-04 Update 2017-05Other IncomeGains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets Update 2016-15 Update 2016-09 Update 2016-07 Update 2016-06 Update 2016-03 Update 2016-01 Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders equity as previously reported. |
Substantial Doubt about Going C
Substantial Doubt about Going Concern | 9 Months Ended |
May 31, 2017 | |
Notes | |
Substantial Doubt about Going Concern | Note 3 Going Concern The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $(11,101,781) as of May 31, 2017 , and had no revenues, which raises substantial doubt as to the Companys ability to continue as a going concern. In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise additional capital through the sale of stock to pursue business development activities. |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Property, Plant and Equipment Disclosure | Note 4 Property and Equipment Property and Equipment consisted of the following at May 31, 2017, and August 31, 2016: 5/31/17 8/31/16 Property Plant and Equipment $ 282,427 $ 282,427 Less accumulated depreciation (246,911) (214,304) Property and equipment, net $ 35,516 $ 68,123 The Company depreciates its property and equipment using accelerated methods over lives of five or seven years. In the nine months ended May 31, 2017 , and May 31, 2016, depreciation was $32,607 and $51,500, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Goodwill and Intangible Assets Disclosure | Note 5 Intangible Property The Company has acquired intangible property in patents, patents pending and goodwill. The patents are being amortized over their expected lives of not more than seventeen years. Those patent costs allocated to pending patents do not begin amortizing until the underlying patent is issued. If for some reason a patent is not issued the costs associated with the acquisition and the continuation of the application are fully amortized in the year of the denial. May 31, 2017 August 31, 2016 Patents $ 109,092 $ 109,092 Purchased Patents 1,467,500 1,467,500 Goodwill 5,000 5,000 Less Accumulated Amortization (446,417) (378,785) Intangibles Net $ 1,135,175 $ 1,202,807 In nine months ended May 31, 2017, and May 31, 2016, amortization was $67,632 and $55,451, respectively |
Debt Disclosure
Debt Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Debt Disclosure | Note 6 - Notes Payable On July 26, 2016, the Company entered into short term note agreement with Beaufort On August 30, 2016, the Company entered into a short-term note agreement with Beaufort On May 2, 2017, the Company entered into a short-term note agreement with an investor in the amount of $50,000 with an interest rate of 10% per annum, with a due date of September 2, 2017. As of May 31, 2017 the outstanding balance dues was $50,000. On May 24, 2017, the Company entered into a convertible promissory note with an investor in the amount of $105,000 with an interest rate of 8% per annum, with a due date of May 24, 2018. Convertible 180 days after issuance, at 80% of the lowest trading price over the previous 20 trading days. Note 7 -- Related Party Note As of May 31, 2017 and August 31, 2016, we have related party payables to Dieter Sauer in the amounts of $6,400 and $8,000, respectively. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Commitments and Contingencies Disclosure | Note 8 Commitments and Contingencies Rental Agreement: On August 7, 2015, the Company entered into a Commercial Single-Tenant Lease for a 26,550-square foot building in Oxnard, California, with monthly payments of $13,507 for sixty months, plus common area costs of $507.38 per month. All company operations will be concentrated at the site. Lease Commitments following five fiscal years: Fiscal year ended August 31, Year Lease 2017 42,034 2018 168,173 2019 168,173 2020 168,173 For the nine months ended May 31, 2017 our rent expense was $140,143 compared to $83,071 for the nine months ended May 31, 2016. |
Income Tax Disclosure
Income Tax Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Income Tax Disclosure | Note 9 - Federal income tax No provision was made for federal income tax, since the Company has had significant net operating losses. Net operating loss carryforwards may be used to reduce taxable income through the year 2035. The availability of the Company s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company s stock, unless the same or similar business is carried on. The net operating loss carryforward for federal and state income tax purposes was approximately $11,101,781, which will expire in 2029 through 2035 if not utilized. The Company uses 35% for a composite tax rate to estimate the value of net operating losses for deferred taxes. The Company as of the nine months ended May 31, 2017 , and May 31, 2016, recognized net operating losses of approximately $1,211,533 and $941,228, respectively. The total estimated deferred tax asset as of May 31, 2017 , was $3,885,623. The Company recorded a 100% valuation allowance for the deferred tax asset since it is more likely than not that some part or all of the deferred tax asset will not be realized. Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. For the three months ended May 31, 2017, and May 31, 2016, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of California. These filings are subject to a three-year statute of limitations. The Companys evaluation of income tax positions included in the years ended August 31, 2013 through 2016, could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles. |
Stockholders' Equity Note Discl
Stockholders' Equity Note Disclosure | 9 Months Ended |
May 31, 2017 | |
Notes | |
Stockholders' Equity Note Disclosure | Note 10 Capital Stock The Company went public on 7/25/ 2010. Its Common Stock is traded on the open market under the symbol OTCQB: SENY. On July 7, 2014, the Company entered into a private placement agreement that involved issuing 5,000,000 units of securities at $0.05 per unit for a total amount of cash of $250,000. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrants for a total of 5,000,000 warrants with an exercise price of $0.30 each expiring January 31, 2016. On September 1, 2015, the Company authorized 651,042 shares of common stock to be issued for $15,000 at $0.02304 per share pursuant to an Equity Purchase Agreement. On September 10, 2015, the Company authorized 1,640,420 shares of common stock at $0.01524 per share to be issued in exchange for cancellation of $25,000 of the convertible loan. On September 11, 2015, the Company authorized 902,778 shares of common stock to be issued for $19,500 at $0.021 per share pursuant to an Equity Purchase Agreement. On September 18, 2015, the Company authorized 1,072,125 shares of common stock to be issued for $22,000 at $0.020 per share pursuant to an Equity Purchase Agreement. On October 6, 2015, the Company authorized 868,056 shares of common stock to be issued for $15,000 at $0.017 per share pursuant to an Equity Purchase Agreement. On October 12, 2015, the Company authorized 1,012,731 shares of common stock to be issued for $17,500 at $0.01728 per share pursuant to an Equity Purchase Agreement. On October 20, 2015, the Company authorized 1,851,852 shares of common stock to be issued for $28,000 at $0.015120 per share pursuant to an Equity Purchase Agreement. On October 23, 2015, the Company authorized 1,984,127 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $25,000 of the convertible loan. On October 27, 2015, the Company authorized 6,613,757 shares of common stock to be issued for $100,000 at $0.015120 per share pursuant to an Equity Purchase Agreement. On November 6, 2015, the Company authorized 2,063,492 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $26,000 of the convertible loan. On November 20, 2015, the Company authorized 2,000,000 shares of common stock at $0.01200 per share to be issued in exchange for cancellation of $24,000 of the convertible loan. During the quarter ending November 30, 2015, the Company issued 15,576,508 shares of common stock for $254,000 pursuant to an Equity Purchase Agreement. During the quarter ending February 29, 2016, the Company issued 11,077,216 shares of common stock for $100,000 pursuant to a convertible note. During the quarter ending February 29, 2016, the Company issued 4,269,242 shares of common stock for $55,000 pursuant to an Equity Purchase Agreement. During the quarter ending May 31, 2016, the Company issued 40,950,000 shares of common stock was issued for services rendered. During the quarter ending May 31, 2016, 75,000 shares were cancelled and returned to treasury. During the quarter ending May 31, 2016, the Company issued 9,498,761 shares of common stock for $125,000 pursuant to a convertible note. During the quarter ending May 31, 2016, the Company issued 31,682,076 shares of common stock for $275,500 pursuant to an Equity Purchase Agreement. During the quarter ending August 31, 2016, the Company issued 20,867,229 shares of common stock for $262,500 pursuant to an Equity Purchase Agreement. During the quarter ending November 30, 2016, the Company issued 26,075,562 shares of common stock for $322,500 pursuant to an Equity Purchase Agreement. During the quarter ending February 28, 2017, the Company issued 24,365,406 shares of common stock for $367,000 pursuant to an Equity Purchase Agreement. During the quarter ending May 31, 2017, the Company issued 5,259,032 shares of common stock for $73,075 pursuant to an Equity Purchase Agreement. |
Legal Matters and Contingencies
Legal Matters and Contingencies | 9 Months Ended |
May 31, 2017 | |
Notes | |
Legal Matters and Contingencies | NOTE 11 - Contingencies, Litigation There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business. On October 23, 2013, the Company filed a complaint against St George Investments, LLC (St. George") in Superior Court, Ventura County California seeking declaratory relief as to contracts relating to the Companys May 2012, purchase of the assets of Helix Wind from St. George for treasury stock then valued in excess of $1.8 Million and a subsequent February, 2013, promissory note for $275,000 executed under the terms of an amendment to the May, 2012, asset purchase agreement. The Company alleged that the Helix Wind asset purchase price had been substantially paid and, in fact, may have been overpaid in light of St. Georges failure to deliver all of the intellectual property of Helix Wind. St. George interpreted the contracts and promissory note as entitling it to a windfall recovery above and beyond the asset purchase price and promissory note amount. On November 21, 2013, St George exercised its right as a non-California based entity to remove the action from the Ventura state court to the federal court sitting in Los Angeles, the United States District Court for the Central District of California. On November 26, 2013, St. George filed its answer and counterclaim seeking to enforce its interpretation of the contracts and to thereby collect approximately $440,000 above and beyond what is otherwise due, plus costs and attorney fees. On February 3, 2014, the parties participated in a mediation session at the Federal Court and executed an agreement reflecting a settlement in principal (the Settlement) which becomes binding only if the parties are unable to come to terms on more formal settlement agreements. The parties have since executed more formal settlement agreements which are included as an exhibit hereto. The basic terms of the Settlement required the issuance of an additional 5,000,000 shares of our common stock to St George under the Helix APA; required St. George to purchase additional shares of our common stock for $300,000 ($0.15 per share) which is a price above the market price at the time of the Settlement; fixed the amount due on the note issued to St George in connection with the Helix APA at $600,000 and granted the Company certain prepayment rights. The Settlement provides for limitations on the amounts of our common stock that St. George may sell into the market. Full and final settlement was completed on April 6, 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2017 | |
Notes | |
Subsequent Events | NOTE 12 Subsequent Events Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date: On June 6, 2017, the Company authorized 1,839,588 shares of common stock to be issued for $20,000 at $0.010872 per share pursuant to an Equity Purchase Agreement. On June 23, 2017, the Company authorized 2,691,645 shares of common stock to be issued for $25,000 at $0.009288 per share pursuant to an Equity Purchase Agreement. On July 3, 2017, the Company authorized 3,229,974 shares of common stock to be issued for $30,000 at $0.009288 per share pursuant to an Equity Purchase Agreement. |
Basis of Accounting_ Cash and C
Basis of Accounting: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. |
Basis of Accounting_ Use of Est
Basis of Accounting: Use of Estimates, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Accounting_ Fair Value
Basis of Accounting: Fair Value Measurement, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Fair Value Measurement, Policy | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets 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. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company s financial instruments as of May 31, 2017, reflect: · Cash: Level 1 Measurement based on bank reporting. § Level 2 Loans from Officers and related parties Level 2 Based on promissory notes. |
Basis of Accounting_ Income Tax
Basis of Accounting: Income Tax, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Income Tax, Policy | Federal income taxes The Company utilizes FASB ACS 740, Income Taxes , Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. |
Basis of Accounting_ Research,
Basis of Accounting: Research, Development, and Computer Software, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Research, Development, and Computer Software, Policy | Research and development costs The Company expenses costs of research and development cost as incurred. The costs for the three months ended May 31, 2017 , and three months ended May 31, 2016 , were $117,726 and $57,337 respectively. The costs for the nine months ended May 31, 2017 , and May 31, 2016 , were $269,254 and $154,313 respectively. |
Basis of Accounting_ Compensati
Basis of Accounting: Compensation Related Costs, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Compensation Related Costs, Policy | Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Basis of Accounting_ Earnings P
Basis of Accounting: Earnings Per Share, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Earnings Per Share, Policy | Basic and Diluted Earnings (Loss) Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does not have potentially dilutive securities outstanding. |
Basis of Accounting_ New Accoun
Basis of Accounting: New Accounting Pronouncements, Policy (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements Management has considered all recent accounting pronouncements. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has not determined whether implementation of such standards would be material to its financial statements. The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. § Update 2017-04 Update 2017-05Other IncomeGains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets Update 2016-15 Update 2016-09 Update 2016-07 Update 2016-06 Update 2016-03 Update 2016-01 |
Basis of Accounting_ Reclassifi
Basis of Accounting: Reclassifications (Policies) | 9 Months Ended |
May 31, 2017 | |
Policies | |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders equity as previously reported. |
Property, Plant and Equipment26
Property, Plant and Equipment Disclosure: Property and Equipment Consisted of The Following At May 31, 2017, and August 31, 2016 (Tables) | 9 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Property and Equipment Consisted of The Following At May 31, 2017, and August 31, 2016: | Property and Equipment consisted of the following at May 31, 2017, and August 31, 2016: 5/31/17 8/31/16 Property Plant and Equipment $ 282,427 $ 282,427 Less accumulated depreciation (246,911) (214,304) Property and equipment, net $ 35,516 $ 68,123 |
Goodwill and Intangible Asset27
Goodwill and Intangible Assets Disclosure: Schedule of Intangible Assets and Goodwill (Tables) | 9 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Schedule of Intangible Assets and Goodwill | May 31, 2017 August 31, 2016 Patents $ 109,092 $ 109,092 Purchased Patents 1,467,500 1,467,500 Goodwill 5,000 5,000 Less Accumulated Amortization (446,417) (378,785) Intangibles Net $ 1,135,175 $ 1,202,807 |
Property, Plant and Equipment28
Property, Plant and Equipment Disclosure: Property and Equipment Consisted of The Following At May 31, 2017, and August 31, 2016 (Details) - USD ($) | May 31, 2017 | Aug. 31, 2016 | May 31, 2016 |
Details | |||
Property, Plant and Equipment, Gross | $ 282,427 | $ 282,427 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (246,911) | (214,304) | |
Property, Plant and Equipment, Net | $ 35,516 | $ 68,123 | $ 68,123 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets Disclosure: Schedule of Intangible Assets and Goodwill (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Details | ||
Finite-Lived Patents, Gross | $ 109,092 | $ 109,092 |
Purchased Patents | 1,467,500 | 1,467,500 |
Goodwill | 5,000 | 5,000 |
Accumulated Amortization | (446,417) | (378,785) |
Other Intangible Assets, Net | $ 1,135,175 | $ 1,202,807 |