Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Apr. 30, 2014 | Jun. 13, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'NUTRANOMICS, INC. | ' |
Entity Central Index Key | '0001451433 | ' |
Trading Symbol | 'nnrx | ' |
Current Fiscal Year End Date | '--07-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 51,151,766 |
Document Type | '10-Q | ' |
Document Period End Date | 30-Apr-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $47,541 | $11,129 |
Accounts receivable, net of allowance | 180,606 | 159,107 |
Related party receivable | ' | 1,750 |
Prepaid expenses | 134,753 | 1,674 |
Advances on Royalties | 140,000 | ' |
Inventory | 243,748 | 276,477 |
Total Current Assets | 746,648 | 450,137 |
PROPERTY & EQUIPMENT, net | 18,421 | 22,336 |
OTHER ASSETS | ' | ' |
Rent deposit | 2,000 | 2,000 |
Total Assets | 767,069 | 474,473 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 326,285 | 343,496 |
Lines of credit | 33,960 | 261,911 |
Convertible notes payable-current portion | 111,459 | ' |
Note Derivative Liability | 129,176 | ' |
Related party payable | 21,158 | 24,514 |
Unearned revenue | 219,267 | 58,418 |
Total Current Liabilities | 841,305 | 688,339 |
LONG-TERM LIABILITIES | ' | ' |
Convertible notes payable | 432,378 | ' |
Loan payable | 270,274 | ' |
Related party notes payable | 66,180 | 75,000 |
Total Liabilities | 1,610,137 | 763,339 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock; par value of $.001, 750,000,000 shares authorized; 49,651,766 and 25,005,544 shares issued and outstanding at April 30, 2014 and July 31, 2013, respectively | 49,653 | 25,006 |
Additional paid in capital | 3,245,999 | 2,271,519 |
Accumulated deficit | -4,138,720 | -2,585,391 |
Total Stockholders' Deficit | -843,068 | -288,866 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $767,069 | $474,473 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 49,651,766 | 25,005,544 |
Common stock, shares outstanding | 49,651,766 | 25,005,544 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
REVENUES | $716,763 | $490,704 | $1,943,742 | $2,242,166 |
COST OF SALES | 370,129 | 317,794 | 1,269,526 | 1,729,411 |
Gross profit | 346,634 | 172,910 | 674,216 | 512,755 |
OPERATING EXPENSES | ' | ' | ' | ' |
General and administrative | 161,951 | 85,431 | 402,048 | 265,849 |
Professional fees | 338,197 | 11,195 | 930,350 | 15,500 |
Research and development | 616 | 1,250 | 32,233 | 44,706 |
Salaries and wages | 146,780 | 80,178 | 760,886 | 274,225 |
Total Operating Expenses | 647,544 | 178,054 | 2,125,517 | 600,280 |
OPERATING INCOME (LOSS) | -300,910 | -5,144 | -1,451,301 | -87,525 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Loss on settlement of fraudulent activity | ' | ' | -37,300 | ' |
Change in Fair Value of Derivative | 5,981 | ' | 6,598 | ' |
Interest expense | -32,425 | -4,924 | -71,326 | -14,423 |
Total Other Income (Expense) | -26,444 | -4,924 | -102,028 | -14,423 |
NET INCOME (LOSS) BEFORE INCOME TAXES | -327,354 | -10,068 | -1,553,329 | -101,948 |
Provision for income taxes | ' | ' | ' | ' |
NET INCOME (LOSS) | ($327,354) | ($10,068) | ($1,553,329) | ($101,948) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | ($0.01) | ' | ($0.01) | ' |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 49,180,788 | 25,005,544 | 47,446,714 | 24,990,066 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' |
Net Income (Loss) | ($1,553,329) | ($101,948) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ' | ' |
Allowance for bad debt | -5,772 | ' |
Gain (loss) on derivative | 6,598 | ' |
Amortization of debt discount | 13,643 | ' |
Short-term loan issued for professional fees | 50,000 | ' |
Depreciation expense | 5,585 | 6,233 |
Share based compensation-common stock | 807,852 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -15,727 | -83,992 |
Other assets | 56,796 | -6,213 |
Advances on Royalties | -140,000 | ' |
Inventory | 32,729 | 244,269 |
Deferred revenue | 160,849 | 36,471 |
Accounts payable and accrued expenses | -19,539 | -36,283 |
Net Cash From Operating Activities | -600,315 | 58,537 |
INVESTING ACTIVITIES | ' | ' |
Purchase of equipment | -1,670 | -1,663 |
Net Cash From Investing Activities | -1,670 | -1,663 |
FINANCING ACTIVITIES | ' | ' |
Proceeds from related party payable | ' | 10,421 |
Repayments of related party payable | -3,356 | ' |
Proceeds from convertible debt | 656,500 | ' |
Repayment of loan payable | -29,726 | ' |
Proceeds from line of credit | 26,000 | 250,206 |
Repayment of line of credit | -3,951 | -59,993 |
Proceeds from notes receivable-related party | ' | 200 |
Repayments of notes payable- related party | -7,070 | -229,268 |
Net Cash From Financing Activities | 638,397 | -28,434 |
Net Increase in Cash and Cash Equivalents | 36,412 | 28,440 |
Cash and Cash Equivalents, Beginning of Period | 11,129 | 32,022 |
Cash and Cash Equivalents, End of Period | 47,541 | 60,462 |
Cash paid during the period for: | ' | ' |
Interest | 1,811 | 4,175 |
Income Taxes | ' | ' |
Non-cash Investing and Financing activities: | ' | ' |
Debt discount | 78,500 | ' |
Stock issued for prepaid expenses | 155,375 | ' |
Stock issued for Intangible asset | $60,900 | ' |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Apr. 30, 2014 | |
Organization And Basis Of Presentation [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
NOTE 1 –ORGANIZATION AND BASIS OF PRESENTATION | |
The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2013 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates. | |
These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. | |
Background | |
Health Education Corporation d.b.a. NutraNomics, Inc., (the "Company") was incorporated under the laws of the State of Delaware on February 14, 1996 and later reincorporated under the laws of the State of Utah on January 5, 1998. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah, the primary place of business. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d.b.a. of NutraNomics, Inc., in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is known as NutraNomics, Inc. The Company sells its own brand of supplements in 16 countries direct to the public. The Company also performs research and development services and outsource manufacturing for third party entities. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in Taiwan, Japan, Singapore, Philippines, Malaysia and South Korea. The Company maintains multiple different trademarks, trade names and patents. | |
Merger | |
On September 13, 2013, Buka Ventures, Inc., a Nevada corporation ("Buka") and Health Education Corporation dba. Nutranomics, Inc., a Utah corporation ("Nutranomics"), executed and delivered a Share Exchange Agreement (the "Share Agreement") and all required or necessary documentation to complete a merger (collectively, the "Transaction Documents"), whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing of the Share Agreement. Prior to the closing of this transaction and pursuant to a certain Share Exchange Agreement dated September 13, 2013, Buka canceled 25,000,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger has been treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics, which was incorporated on January 5, 1998. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Loss per Share | |
Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision. | |
As the Company has incurred losses for the nine months ended April 30, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. | |
Going Concern | |
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operations as of April 30, 2014, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. Failure to obtain additional financing would have a material adverse effect on our business operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Derivative Liabilities | |
In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability. | |
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. | |
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities. | |
The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. | |
Revenue Recognition | |
Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services. | |
The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the nine months ended April 30, 2014 and 2103, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. | |
The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS | 9 Months Ended |
Apr. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS | ' |
NOTE 3 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS | |
Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed below. | |
On November 22, 2013, the Company, through counsel, sent a demand to Zions Bank ("Zions") in connection with the three wires sent by Zions pursuant to oral instructions received from a person fraudulently identifying himself as Dr. Gibbs via telephone totaling $208,920, for an immediate credit to the Company's bank account of all unrecovered funds from those wires. | |
In conjunction with the oral wire fraud described above, an identity thief hacked Dr. Gibbs's email account and sent an email instruction to one of the Company's accounting consultants to wire $13,380 pursuant to a fraudulent invoice provided to the consultant by the thief, and the consultant electronically wired those funds on or about November 13, 2013. On November 19, 2013, that consultant, after receiving another instruction email from Dr. Gibbs's email account and fraudulent invoice sent by the thief, electronically wired another $16,830. On or about November 22, 2013, the Company discovered these fraudulent wires. The Company retained the accounting consulting firm, however, the specific consultant resigned from providing services to the Company. As part of the settlement, the consulting firm forgave $20,000 of outstanding fees Zions bank initiated recalls of these two fraudulent wires, and the Company notified the FBI of all of the wire fraud and identity theft described above. The FBI and local police are currently investigating the matter, but thus far no funds have been recovered by the authorities from these two fraudulent wires totaling $30,210, or from the remaining unrecovered funds totaling $54,028 from the $140,000, $37,420, and $31,500 wires. The Company has settled with Zions Bank regarding the $54,028 in unrecovered funds from those wires and received $27,014 and recorded a loss on settlement of $37,300. | |
On March 20, 2014, the Company's subsidiary, Health Education Corporation ("Health Education"), was served a copy of a complaint filed by EpicEra Incorporated ("Epic") in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products. On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which is Epic's owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure. Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education's proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education's proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own. Health Education's claims request general damages as well as punitive damages. |
ADVANCES_ON_ROYALTIES
ADVANCES ON ROYALTIES | 9 Months Ended |
Apr. 30, 2014 | |
Advance Royalties [Abstract] | ' |
ADVANCES ON ROYALTIES | ' |
NOTE 4 – ADVANCES ON ROYALTIES | |
On November 18, 2013, the Company entered into a License Agreement (the "License Agreement") with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles, a Utah limited liability company ("Genesar"), in which the Company's CEO is a minority owner. Pursuant to the License Agreement, Genesar granted the Company a worldwide exclusive license to all rights relating to, and intellectual property regarding, GenEpic™, a dietary supplement. | |
Upon execution of the License Agreement, Genesar is entitled to receive 100,000 restricted shares of the Company common stock valued at $60,900 based on the market price on the date of execution, which were issued on March 26, 2014, a royalty fee of $4/box of 30 sachets of GenEpic sold by the Company beginning after 4,000 boxes have been sold, and a payment of $200,000 for advances on royalty fees, due by December 1, 2013. The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term.As of April 30, 2014, the Company has paid $140,000 of the $200,000 prepayment of royalty fees, which will be offset against future royalty fees incurred on products sold. |
LEASES
LEASES | 9 Months Ended |
Apr. 30, 2014 | |
Leases [Abstract] | ' |
LEASES | ' |
NOTE 5 – LEASES | |
The Company leases a 3,000 square foot office in the Draper, Utah that serves as its principal executive offices. The lease expires on December 31, 2014. Pursuant to the lease, the rent for the nine months ended April 30, 2014 and 2013 totaled $35,910 and $34,170, respectively. | |
The Company has six separate subleases for six rooms totaling 1,500 square feet of their Draper office space to six individuals on a month to month basis. In May 2013, a sublease related to one of the rooms was terminated. The remaining two leases were terminated in September 2013 and October 2013. Pursuant to the sublease agreements, the monthly rent received for the nine months ended April 30, 2014 and 2013 totaled $1,850 and $9,900, respectively. | |
The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013 and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $3,277 and $2,790 for the nine months ended April 30, 2014 and 2013, respectively. |
RELATED_PARTY_NOTES_PAYABLE
RELATED PARTY NOTES PAYABLE | 9 Months Ended |
Apr. 30, 2014 | |
Related Party Notes Payable [Abstract] | ' |
RELATED PARTY NOTES PAYABLE | ' |
NOTE 6 – RELATED PARTY NOTES PAYABLE | |
In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with an officer, in the amount of $150,000. The note is due on December 31, 2014. The Company agreed to pay royalty payments in connection with sales of a certain product line. The Company paid royalty payments of $9,019 and $73,742 in the nine months ended April 30, 2014 and 2013, respectively. | |
As of April 30, 2014 and July 31, 2013, the Company owed a total of $66,180 and $75,000 in principal in related party notes. |
RELATED_PARTY_PAYABLE
RELATED PARTY PAYABLE | 9 Months Ended |
Apr. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY PAYABLE | ' |
NOTE 7 – RELATED PARTY PAYABLE | |
Related party payables consist of payments made by a director through credit cards and use of a line of credit used to pay expenses on behalf of the Company. During the nine months ended April 30, 2014 and 2013, the officer lent $0 and $80,775 and the Company made payments of $3,307 and $0, respectively. As of April 30, 2014 and July 31, 2013, the Company owed a total of $21,158 and $24,514 in related party payables. |
LINES_OF_CREDIT_AND_LOAN_PAYAB
LINES OF CREDIT AND LOAN PAYABLE | 9 Months Ended | ||||
Apr. 30, 2014 | |||||
Lines Of Credit And Loan Payable [Abstract] | ' | ||||
LINES OF CREDIT AND LOAN PAYABLE | ' | ||||
NOTE 8 – LINES OF CREDIT AND LOAN PAYABLE | |||||
The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. In August 2013, the line of credit was converted into a note, and the Company is no longer able to borrow any additional funds. Under the new terms of the note, the note has a face value of $250,000 that matures on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note has minimum monthly payments of $4,745 which started on October 1, 2013. The balance outstanding on this note and line of credit as of April 30, 2014 and July 31, 2013 was $220,274 and $244,000, respectively. As of April 30, 2014, the Company has paid $29,726 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into this note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence. | |||||
On December 9, 2013, the Company issued a promissory note to Southridge as part of an equity purchase agreement (the "Equity Purchase Agreement") for $50,000, with 0% interest. The note was issued in lieu of due diligence and legal fees. This note matures on May 31, 2014 and is not convertible into common stock. See Note 11. | |||||
Loans payable consisted of the following as of April 30, 2014: | |||||
Loan Payable | |||||
April 30, | |||||
2014 | |||||
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018. | $ | 220,274 | |||
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014. | 50,000 | ||||
Total Loan payable | 270,274 | ||||
Less current portion | - | ||||
Loan payable, long-term | $ | 270,274 | |||
In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of April 30, 2014 and July 31, 2013, the Company owed $33,960 and $18,777 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit. |
CONVERTIBLE_NOTES_PAYABLE_AND_
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE | 9 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Convertible Notes Payable And Loan Payable [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE | ' | ||||||||
NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE | |||||||||
Convertible notes payable consisted of the following as of April 30, 2014 and July 31, 2013, respectively: | |||||||||
April 30, | July 31, | ||||||||
2014 | 2013 | ||||||||
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015. | $ | 250,000 | $ | - | |||||
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015. | 125,000 | - | |||||||
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015. | 150,000 | - | |||||||
$78,500 face value, issued on January 14, 2014, interest rate of 8%, matures on October 14, 2014, net of unamortized discount of $63,653 and $0 as of April 30, 2014 and July 31, 2013. | 14,847 | - | |||||||
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $49,040and $0 as of April 30, 2014 and July 31, 2013. | 3,990 | - | |||||||
Total convertible notes payable – non-related parties | 543,837 | - | |||||||
Less current portion | 111,459 | - | |||||||
Convertible notes payable, long-term | $ | 432,378 | $ | - | |||||
On September 27, 2013, the Company issued a convertible note to an unrelated party for $250,000 that matures in September 27, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after September 27, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at maturity date. | |||||||||
On October 18, 2013, the Company issued a convertible note to an unrelated party for $125,000 that matures in October 18, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after October 18, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date. | |||||||||
On November 22, 2013, the Company issued a convertible note to an unrelated party for $150,000 that matures in November 22, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after November 22, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date. | |||||||||
On January 14, 2014, the Company entered into a convertible promissory note with Asher Enterprises, Inc. ("Asher") a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $78,500 which together with any unpaid accrued interest is due on October 17, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In January 2014, the Company received cash in the amount of $58,600, with the remaining $19,900 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On January 14, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $87,968 and a discount on the note of $78,500. | |||||||||
On March 19, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York Corporation for an 8% convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on December 26, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In March 2014, the Company received cash in the amount of $24,487, with the remaining $6,898 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On March 19, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $47,806 and a discount on the note of $78,500. | |||||||||
As of April 30, 2014, the Company estimated the fair market value of the derivative liability to be $129,176, with a change in fair value of $6,598, and recorded $14,847 in amortization related to the discount on the note to interest expense. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Apr. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
NOTE 10 – INCOME TAXES | |
The tax provision for interim periods is determined using an estimate of the Company's effective tax rate for the full year adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment. | |
At April 30, 2014 and July 31, 2013, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized. | |
The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax year for 2013 remains open for federal and/or state tax jurisdictions. |
STOCK_TRANSACTIONS
STOCK TRANSACTIONS | 9 Months Ended | |
Apr. 30, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
STOCK TRANSACTIONS | ' | |
NOTE 11 – STOCK TRANSACTIONS | ||
As of April 30, 2014 and July 31, 2013, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 49,651,766 and 25,005,544 shares of common stock issued and outstanding, respectively. | ||
During the nine months ended April 30, 2014, the Company also issued 2,429,555 shares of Common Stock as share-based compensation to employees and non-employees valued at $807,852, based on the market price of the stock as of the applicable measurement date. The Company also issued 716,667 shares of fully vested and nontransferable common stock as prepaid services over a six month period valued at $189,875 based on the market price as of the measurement date. | ||
Equity Purchase Agreement | ||
The Company entered into an equity purchase agreement with Southridge Partners II, LP ("Southridge") on December 9, 2013. Pursuant to the Equity Purchase Agreement, Southridge committed to purchase up to $10,000,000 of the Company's common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement. | ||
The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares"). The actual number of Shares purchased by Southridge for the Investment Amount shall then be calculated by dividing the Investment Amount by the Put Purchase Price. Any excess Estimated Put Shares shall then be returned to the Company. | ||
The number of Shares sold to Southridge at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Also as part of the equity purchase agreement, the Company issued a promissory note to Southridge for $50,000, with 0% interest. This note matures on May 31, 2014 and is not convertible into common stock. Finally, as part of the equity purchase agreement, Southridge is prohibited from executing any short sales of the Company's common stock during the term of the equity purchase agreement. | ||
The Company will not be entitled to put shares to Southridge: | ||
·· | unless there is an effective registration statement under the Securities Act to cover the resale of the shares by Southridge; | |
·· | unless the common stock continues to be quoted on the OTC Bulletin Board and has not been suspended from trading; | |
·· | if an injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge; | |
·· | if the Company has not complied with their obligations and are otherwise in breach of or in default under, the Equity Purchase Agreement, our registration rights agreement (the "Registration Rights Agreement") with Southridge or any other agreement executed in connection therewith with Southridge; | |
·· | since the date of the filing of the Company's most recent filing with the Securities and Exchange Commission no event that had or is reasonably likely to have a Material Adverse Effect (as defined in the Equity Purchase Agreement) has occurred; and | |
·· | to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares. | |
The Equity Purchase Agreement further provides that Southridge is entitled to customary indemnification from the Company for any losses or liabilities it suffers as a result of any breach of any provisions of the Equity Purchase Agreement or the Registration Rights Agreement, or as a result of any lawsuit brought by a third-party arising out of or resulting from Southridge's execution, delivery, performance or enforcement of the Equity Purchase Agreement or the Registration Rights Agreement or from material misstatements or omissions in the prospectus accompanying the registration statement for the resale of the shares issued to Southridge. | ||
As of April 30, 2014, no shares have been issued under the Equity Purchase Agreement. |
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended | ||||
Apr. 30, 2014 | |||||
Derivative Liability [Abstract] | ' | ||||
DERIVATIVE LIABILITY | ' | ||||
NOTE 12 – DERIVATIVE LIABILITY | |||||
FASB ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, with the first two inputs considered observable and the last input considered unobservable, that may be used to measure fair value as follows: | |||||
·· | Level one -- Quoted market prices in active markets for identical assets or liabilities; | ||||
·· | Level two – Inputs, other than level one inputs, that are either directly or indirectly observable; and | ||||
·· | Level three -- Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has one liability measured at fair value on a recurring basis, which consists of a derivative liability on certain convertible notes payable (see NOTE 9). As of April 30, 2014 this derivative liability had an estimated fair value of $129,176. The Company has no assets that are measured at fair value on a recurring basis. | |||||
The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of April 30, 2014: | |||||
Balance at July 31, 2013 | $ | - | |||
New Derivative Liability | 135,774 | ||||
Total (gains)losses included in earnings | (6,598 | ) | |||
Issuances | - | ||||
Balance at April 30, 2014 | $ | 129,176 | |||
The fair value of this derivative liability was calculated using the multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions; redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were as follows: | |||||
April 30, | |||||
2014 | |||||
Expected term in years | .46-.77 years | ||||
Risk-free interest rates | 0.06-0.10 | % | |||
Volatility | .25 -84 | % | |||
Dividend yield | 0 | % | |||
In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company will continue to adjust the derivative liability for changes in fair value until the notes matures on October 14, 2014 and December 26, 2014. |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS | 9 Months Ended | ||||||||||||||||
Apr. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS | ' | ||||||||||||||||
NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS | |||||||||||||||||
Geographic Sales Regions | |||||||||||||||||
We currently sell and distribute our products in four geographic regions: North Asia, Greater China, South Asia/Pacific, and the Americas. The following table sets forth the revenue for each of the geographic regions for the three and nine months ended April 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 441,739 | 61.63 | % | $ | 280,636 | 57.19 | % | |||||||||
Europe | 5,000 | 0.7 | - | - | |||||||||||||
North Asia | 6,623 | 0.92 | 251 | 0.05 | |||||||||||||
Greater China | 73,603 | 10.27 | 26,446 | 5.39 | |||||||||||||
South Asia/Pacific | 189,798 | 26.48 | 183,372 | 37.37 | |||||||||||||
$ | 716,763 | 100 | % | $ | 490,704 | 100 | % | ||||||||||
Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 1,425,517 | 73.34 | % | $ | 1,610,727 | 71.84 | % | |||||||||
Europe | 5,000 | 0.26 | - | - | |||||||||||||
North Asia | 33,417 | 1.72 | 3,551 | 0.16 | |||||||||||||
Greater China | 114,690 | 5.9 | 220,002 | 9.81 | |||||||||||||
South Asia/Pacific | 365,118 | 18.78 | 407,886 | 18.19 | |||||||||||||
$ | 1,943,742 | 100 | % | $ | 2,242,166 | 100 | % | ||||||||||
The table below lists our equipment, net, by geographic area for the three and nine months ended April 30, 2014 and 2013: | |||||||||||||||||
Three & Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 18,421 | 99.01 | % | $ | 24,423 | 100 | % | |||||||||
North Asia | - | - | - | - | |||||||||||||
Greater China | - | - | - | - | |||||||||||||
South Asia/Pacific | - | - | - | - | |||||||||||||
$ | 18,421 | 99.01 | % | $ | 24,423 | 100 | % | ||||||||||
The following table sets forth the revenue generated by each of the Company's product lines for the three and nine months ended April 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Product Sales | $ | 713,438 | 99.54 | % | $ | 487,821 | 99.41 | % | |||||||||
NBA Services | 3,325 | 0.46 | 2,883 | 0.59 | |||||||||||||
Educational Services | - | - | - | - | |||||||||||||
$ | 716,763 | 100 | % | $ | 490,704 | 100 | % | ||||||||||
Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Product Sales | $ | 1,929,028 | 99.24 | % | $ | 2,233,335 | 99.61 | % | |||||||||
NBA Services | 14,714 | 0.76 | 8,831 | 0.39 | |||||||||||||
Educational Services | - | - | - | - | |||||||||||||
$ | 1,943,742 | 100 | % | $ | 2,242,166 | 100 | % | ||||||||||
Significant Customers | |||||||||||||||||
There is currently one customer that makes up 37.2% and 28.1% of total sales as of the three months ended April 30, 2014 and 2013, respectively, and 46.1% and 46.2% of total sales as of the nine months ended April 30, 2014 and 2013, respectively. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 14 – SUBSEQUENT EVENTS | |
On May15, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM"), a New York corporation, for an 8% convertible promissory note with an aggregate principal amount of $63,000, which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date, with a floor of $.00005 as stated in the conversion feature. On March 16, 2014, the note was funded by KBM. | |
On or about May 28, 2014, the Company issued 1,500,000 shares of common stock (the "Estimated Put Shares") to Southridge Partners II, LP ("Southridge") pursuant to the Company's Equity Purchase Agreement with Southridge. On June 3, 2014, the Company delivered the Estimated Put Shares and a put notice to Southridge, requiring Southridge to purchase $91,200 of common stock in accordance with the Equity Purchase Agreement. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Loss per Share | ' |
Loss per Share | |
Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision. | |
As the Company has incurred losses for the nine months ended April 30, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. | |
Going Concern | ' |
Going Concern | |
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operations as of April 30, 2014, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. Failure to obtain additional financing would have a material adverse effect on our business operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Derivative Liabilities | ' |
Derivative Liabilities | |
In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability. | |
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. | |
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities. | |
The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. | |
Revenue Recognition | ' |
Revenue Recognition | |
Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services. | |
The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the nine months ended April 30, 2014 and 2103, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. | |
The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner. |
LINES_OF_CREDIT_AND_LOAN_PAYAB1
LINES OF CREDIT AND LOAN PAYABLE (Tables) | 9 Months Ended | ||||
Apr. 30, 2014 | |||||
Lines Of Credit And Loan Payable [Abstract] | ' | ||||
Schedule of loan payable | ' | ||||
April 30, | |||||
2014 | |||||
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018. | $ | 220,274 | |||
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014. | 50,000 | ||||
Total Loan payable | 270,274 | ||||
Less current portion | - | ||||
Loan payable, long-term | $ | 270,274 |
CONVERTIBLE_NOTES_PAYABLE_AND_1
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Convertible Notes Payable And Loan Payable [Abstract] | ' | ||||||||
Schedule of convertible notes payable | ' | ||||||||
April 30, | July 31, | ||||||||
2014 | 2013 | ||||||||
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015. | $ | 250,000 | $ | - | |||||
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015. | 125,000 | - | |||||||
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015. | 150,000 | - | |||||||
$78,500 face value, issued on January 14, 2014, interest rate of 8%, matures on October 14, 2014, net of unamortized discount of $63,653 and $0 as of April 30, 2014 and July 31, 2013. | 14,847 | - | |||||||
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $49,040and $0 as of April 30, 2014 and July 31, 2013. | 3,990 | - | |||||||
Total convertible notes payable – non-related parties | 543,837 | - | |||||||
Less current portion | 111,459 | - | |||||||
Convertible notes payable, long-term | $ | 432,378 | $ | - |
DERIVATIVE_LIABILITY_Tables
DERIVATIVE LIABILITY (Tables) | 9 Months Ended | ||||
Apr. 30, 2014 | |||||
Derivative Liability [Abstract] | ' | ||||
Schedule of financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs | ' | ||||
Balance at July 31, 2013 | $ | - | |||
New Derivative Liability | 135,774 | ||||
Total (gains)losses included in earnings | (6,598 | ) | |||
Issuances | - | ||||
Balance at April 30, 2014 | $ | 129,176 | |||
Schedule of assumptions used to calculate the fair value of the derivative liability | ' | ||||
April 30, | |||||
2014 | |||||
Expected term in years | .46-.77 years | ||||
Risk-free interest rates | 0.06-0.10 | % | |||
Volatility | .25 -84 | % | |||
Dividend yield | 0 | % |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN1
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Tables) | 9 Months Ended | ||||||||||||||||
Apr. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of revenue for each of geographic regions | ' | ||||||||||||||||
Three Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 441,739 | 61.63 | % | $ | 280,636 | 57.19 | % | |||||||||
Europe | 5,000 | 0.7 | - | - | |||||||||||||
North Asia | 6,623 | 0.92 | 251 | 0.05 | |||||||||||||
Greater China | 73,603 | 10.27 | 26,446 | 5.39 | |||||||||||||
South Asia/Pacific | 189,798 | 26.48 | 183,372 | 37.37 | |||||||||||||
$ | 716,763 | 100 | % | $ | 490,704 | 100 | % | ||||||||||
Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 1,425,517 | 73.34 | % | $ | 1,610,727 | 71.84 | % | |||||||||
Europe | 5,000 | 0.26 | - | - | |||||||||||||
North Asia | 33,417 | 1.72 | 3,551 | 0.16 | |||||||||||||
Greater China | 114,690 | 5.9 | 220,002 | 9.81 | |||||||||||||
South Asia/Pacific | 365,118 | 18.78 | 407,886 | 18.19 | |||||||||||||
$ | 1,943,742 | 100 | % | $ | 2,242,166 | 100 | % | ||||||||||
Schedule of equipment, net, by geographic area | ' | ||||||||||||||||
Three & Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Americas | $ | 18,421 | 99.01 | % | $ | 24,423 | 100 | % | |||||||||
North Asia | - | - | - | - | |||||||||||||
Greater China | - | - | - | - | |||||||||||||
South Asia/Pacific | - | - | - | - | |||||||||||||
$ | 18,421 | 99.01 | % | $ | 24,423 | 100 | % | ||||||||||
Schedule of revenue generated by each of product lines | ' | ||||||||||||||||
Three Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Product Sales | $ | 713,438 | 99.54 | % | $ | 487,821 | 99.41 | % | |||||||||
NBA Services | 3,325 | 0.46 | 2,883 | 0.59 | |||||||||||||
Educational Services | - | - | - | - | |||||||||||||
$ | 716,763 | 100 | % | $ | 490,704 | 100 | % | ||||||||||
Nine Months Ended April 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Product Sales | $ | 1,929,028 | 99.24 | % | $ | 2,233,335 | 99.61 | % | |||||||||
NBA Services | 14,714 | 0.76 | 8,831 | 0.39 | |||||||||||||
Educational Services | - | - | - | - | |||||||||||||
$ | 1,943,742 | 100 | % | $ | 2,242,166 | 100 | % |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Detail Textuals) | 9 Months Ended | 0 Months Ended | ||
Apr. 30, 2014 | Jul. 31, 2013 | Sep. 13, 2013 | Sep. 13, 2013 | |
Country | Reverse Acquisition And Recapitalization | Reverse Acquisition And Recapitalization | ||
Share Exchange Agreement | Share Exchange Agreement | |||
Buka Ventures Inc | Health Education Corporation | |||
Organization And Basis Of Presentation [Line Items] | ' | ' | ' | ' |
Number of countries where company sells its products directly to public | 16 | ' | ' | ' |
Number of shares cancelled | ' | ' | 25,000,000 | ' |
Number of common shares issued | 49,651,766 | 25,005,544 | 46,500,000 | ' |
Number of common shares outstanding | 49,651,766 | 25,005,544 | 46,500,000 | ' |
Number of common stock issued in exchange with Nutranomics | ' | ' | 25,005,544 | ' |
Number of common stock shares received from Nutranomics | ' | ' | ' | 8,994,800 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | Apr. 30, 2014 | Jul. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
COMMITMENTS_CONTINGENCIES_AND_1
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS (Detail Textuals) (USD $) | Nov. 22, 2013 | Nov. 13, 2013 | Nov. 19, 2013 | Nov. 22, 2013 | Nov. 22, 2013 | Nov. 22, 2013 | Nov. 22, 2013 | Mar. 20, 2014 |
Accounting Consultant | Accounting Consultant | Zions Bank | Zions Bank | Zions Bank | Zions Bank | EpicEra Incorporated ("Epic") | ||
Wells Fargo Account | Malaysian Bank | Other Malaysian Bank | ||||||
Commitments Contingencies And Legal Matters [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation demanded for unrecovered fraudulent funds | ' | ' | ' | $208,920 | ' | ' | ' | ' |
Amount wired through fraudulent invoice | ' | 13,380 | 16,830 | ' | ' | ' | ' | ' |
Forgiveness of outstanding fees | ' | ' | ' | 20,000 | ' | ' | ' | ' |
Unrecovered funds | 30,210 | ' | ' | 54,028 | 140,000 | 37,420 | 31,500 | ' |
Amount received from legal settlement | ' | ' | ' | 27,014 | ' | ' | ' | ' |
Loss on settlement | ' | ' | ' | 37,300 | ' | ' | ' | ' |
Supply deposit returned | ' | ' | ' | ' | ' | ' | ' | $100,000 |
ADVANCES_ON_ROYALTIES_Detail_T
ADVANCES ON ROYALTIES (Detail Textuals) (License Agreement, Genesar, USD $) | 0 Months Ended | 1 Months Ended | |
Dec. 01, 2013 | Apr. 30, 2014 | Nov. 18, 2013 | |
Advances On Royalties [Line Items] | ' | ' | ' |
Restricted common shares entitled to receive | ' | ' | 100,000 |
Value of restricted common shares entitled to receive | ' | ' | $60,900 |
Royalty fees per box | ' | ' | 4 |
Prepayment on royalty fees | ' | 140,000 | ' |
Advances on royalty fees | $200,000 | ' | ' |
Agreement description | ' | ' | 'The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term. |
GenEpic | ' | ' | ' |
Advances On Royalties [Line Items] | ' | ' | ' |
Number of sachets in a box | ' | ' | 30 |
Number of boxes after which royalty fee per box paid | ' | ' | 4,000 |
LEASES_Detail_Textuals
LEASES (Detail Textuals) (USD $) | 9 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
sqft | ||
Leases [Line Items] | ' | ' |
Expiry date of lease | 31-Dec-14 | ' |
Rent expenses | $35,910 | $34,170 |
Area of office (in square foot) | 3,000 | ' |
Area of subleased property (in Square feet) | 1,500 | ' |
Date of termination of first subleased property | 'May 2013 | ' |
Date of termination of second subleased property | 'September 2013 | ' |
Date of termination of third subleased property | 'October 2013 | ' |
Rent received | 1,850 | 9,900 |
Machinery and equipment | ' | ' |
Leases [Line Items] | ' | ' |
Expiry date of lease | 15-Jul-13 | ' |
Rent expenses | $3,277 | $2,790 |
RELATED_PARTY_NOTES_PAYABLE_De
RELATED PARTY NOTES PAYABLE (Detail Textuals) (USD $) | 9 Months Ended | 1 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jan. 31, 2012 | |
Notes payable | ||||
Officer | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Maturity period of note payable | ' | ' | ' | '2 years |
Percentage of interest rate on note payable | ' | ' | ' | 0.00% |
Percentage of imputed interest rate on note payable | ' | ' | ' | 8.00% |
Note payable | ' | ' | ' | $150,000 |
Maturity date of note payable | ' | ' | ' | 31-Dec-14 |
Royalty payments | 9,019 | 73,742 | ' | ' |
Amount of principal in related party notes payable | $66,180 | ' | $75,000 | ' |
RELATED_PARTY_PAYABLE_Detail_T
RELATED PARTY PAYABLE (Detail Textuals) (USD $) | 9 Months Ended | 9 Months Ended | |||
Apr. 30, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Officer | Officer | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Proceeds from related party payable | $10,421 | ' | ' | $0 | $80,775 |
Repayment made by the company | ' | ' | ' | 3,307 | 0 |
Due to related parties | ' | $21,158 | $24,514 | ' | ' |
LINES_OF_CREDIT_AND_LOAN_PAYAB2
LINES OF CREDIT AND LOAN PAYABLE (Details) (USD $) | Apr. 30, 2014 |
Debt Instrument [Line Items] | ' |
Total Loan payable | $270,274 |
Less current portion | ' |
Loan payable, long-term | 270,274 |
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018. | ' |
Debt Instrument [Line Items] | ' |
Total Loan payable | 220,274 |
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014. | ' |
Debt Instrument [Line Items] | ' |
Total Loan payable | $50,000 |
LINES_OF_CREDIT_AND_LOAN_PAYAB3
LINES OF CREDIT AND LOAN PAYABLE (Detail Textuals) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Dec. 09, 2013 | Aug. 28, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Aug. 28, 2012 | Jul. 31, 1998 | Apr. 30, 2014 | Jul. 31, 2013 |
Promissory Note | Loans Payable | Loans Payable | Line of Credit | Line of Credit | Key Bank | Zions Bank | Zions Bank | Zions Bank | |||
Equity Purchase Agreement | Line of Credit | Line of Credit | Line of Credit | Line of Credit | |||||||
Southridge Partners II, LP ("Southridge") | |||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amount | ' | ' | ' | ' | ' | ' | ' | $250,000 | $40,000 | ' | ' |
Line of credit, initiation date | ' | ' | ' | ' | ' | ' | ' | 28-Aug-12 | ' | ' | ' |
Line of credit facility, repayment period | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Line of credit, initial interest rate | ' | ' | ' | ' | ' | ' | ' | 5.21% | 5.25% | ' | ' |
Line of credit facility, interest rate description | ' | ' | ' | ' | ' | ' | ' | 'prime rate and variable | ' | ' | ' |
Debt instrument basis spread on variable rate | ' | ' | ' | 1.96% | ' | ' | ' | 1.96% | ' | ' | ' |
Face amount of note payable | ' | ' | 50,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' |
Maturity date of note payable | ' | ' | 31-May-14 | 1-Sep-18 | ' | ' | ' | ' | ' | ' | ' |
Percentage of interest rate on note payable | ' | ' | 0.00% | 5.21% | ' | ' | ' | ' | ' | ' | ' |
Note payable, minimum monthly payments | ' | ' | ' | 4,745 | ' | ' | ' | ' | ' | ' | ' |
Note payable, frequency of minimum monthly payments | ' | ' | ' | 'monthly | ' | ' | ' | ' | ' | ' | ' |
Note payable | 270,274 | ' | ' | ' | 220,274 | 220,274 | 244,000 | ' | ' | ' | ' |
Loan payable paid in principal payment | ' | ' | ' | ' | 29,726 | ' | ' | ' | ' | ' | ' |
Note payable, allowable portion to be absorbed | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Lines of credit, current | 33,960 | 261,911 | ' | ' | ' | ' | ' | ' | ' | 33,960 | 18,777 |
Note payable, issuance cost | ' | ' | ' | $4,037 | ' | ' | ' | ' | ' | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_AND_2
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Details) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable-current portion | $111,459 | ' |
Convertible notes payable, long-term | 432,378 | ' |
Convertible notes payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | 543,837 | ' |
Convertible notes payable-current portion | 111,459 | ' |
Convertible notes payable, long-term | 432,378 | ' |
Convertible notes payable | Convertible notes payable matures on September 27, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | 250,000 | ' |
Convertible notes payable | Convertible notes payable matures on October 18, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | 125,000 | ' |
Convertible notes payable | Convertible notes payable matures on November 22, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | 150,000 | ' |
Convertible notes payable | Convertible notes payable matures on October 14, 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | 14,847 | ' |
Convertible notes payable | Convertible notes payable matures on December 26, 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total convertible notes payable - non-related parties | $3,990 | ' |
CONVERTIBLE_NOTES_PAYABLE_AND_3
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Detail Textuals) (Convertible notes payable, Unrelated party, USD $) | 9 Months Ended | |
Apr. 30, 2014 | Jul. 31, 2013 | |
Day | ||
Convertible notes payable matures on September 27, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Note payable | $250,000 | ' |
Maturity date of convertible note | 27-Sep-15 | ' |
Interest rate of convertible note | 10.00% | ' |
Floor price of convertible note | $0.01 | ' |
Number of threshold trading days | 5 | ' |
Convertible notes payable matures on October 18, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Note payable | 125,000 | ' |
Maturity date of convertible note | 18-Oct-15 | ' |
Interest rate of convertible note | 10.00% | ' |
Floor price of convertible note | $0.01 | ' |
Number of threshold trading days | 5 | ' |
Convertible notes payable matures on November 22, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Note payable | 150,000 | ' |
Maturity date of convertible note | 22-Nov-15 | ' |
Interest rate of convertible note | 10.00% | ' |
Floor price of convertible note | $0.01 | ' |
Number of threshold trading days | 5 | ' |
Convertible notes payable matures on October 14, 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Note payable | 78,500 | ' |
Maturity date of convertible note | 14-Oct-14 | ' |
Interest rate of convertible note | 8.00% | ' |
Floor price of convertible note | $0.00 | ' |
Unamortized discount | 63,653 | 0 |
Number of threshold trading days | 10 | ' |
Threshold consecutive days | '3 days | ' |
Convertible notes payable matures on December 26, 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Note payable | 53,000 | ' |
Maturity date of convertible note | 26-Dec-14 | ' |
Interest rate of convertible note | 8.00% | ' |
Floor price of convertible note | $0.00 | ' |
Unamortized discount | $49,040 | $0 |
Number of threshold trading days | 3 | ' |
Threshold consecutive days | '3 days | ' |
CONVERTIBLE_NOTES_PAYABLE_AND_4
CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Detail Textuals 1) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |
Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jan. 14, 2014 | Mar. 19, 2014 | |
Convertible notes payable | Convertible notes payable | Convertible notes payable | |||
Asher Enterprises, Inc. ("Asher") | KBM Worldwide, Inc. ("KBM") | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Face amount of note payable | ' | ' | ' | $78,500 | $53,000 |
Percentage of interest rate on note payable | ' | ' | ' | 8.00% | 8.00% |
Percentage of common stock price to conversion price | ' | ' | ' | 58.00% | 58.00% |
Price of the entity's common stock which would be required to be attained for the conversion | ' | ' | ' | $0.00 | $0.00 |
Principal payments made during the period | ' | ' | ' | 58,600 | 24,487 |
Legal and accounting fees | ' | ' | ' | 19,900 | 6,898 |
Purchases of financial instrument classified as a derivative asset (liability) | 135,774 | ' | ' | 87,968 | 47,806 |
Unamortized discount | ' | ' | ' | 78,500 | 78,500 |
Fair value of financial instrument classified as derivative asset (liability) | 129,176 | ' | 129,176 | 87,351 | ' |
Change in fair value of derivative liability | -6,598 | ' | 6,598 | ' | ' |
Amortization of debt discount | $13,643 | ' | $14,847 | ' | ' |
STOCK_TRANSACTIONS_Detail_Text
STOCK TRANSACTIONS (Detail Textuals) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Stockholders' Equity Note [Abstract] | ' | ' |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 49,651,766 | 25,005,544 |
Common stock, shares outstanding | 49,651,766 | 25,005,544 |
STOCK_TRANSACTIONS_Detail_Text1
STOCK TRANSACTIONS (Detail Textuals 1) (Equity Purchase Agreement, Southridge Partners II, LP ("Southridge"), USD $) | 0 Months Ended |
Dec. 09, 2013 | |
Day | |
Stock Transactions [Line Items] | ' |
Maximum issued amount of common stock | $10,000,000 |
Term of agreement | '24 months |
Put notice description | 'The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares"). |
Number of daily volume weighted average prices | 3 |
Number of trading days | '10 days |
Minimum percentage of common stock sold | 9.99% |
Equity purchase agreement, condition | '(i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement. |
Promissory Note | ' |
Stock Transactions [Line Items] | ' |
Note issued on agreement | $50,000 |
Interest paid on agreement | 0.00% |
Maturity date of note payable | 31-May-14 |
STOCK_TRANSACTIONS_Detail_Text2
STOCK TRANSACTIONS (Detail Textuals 2) (Common Stock, Employees and Non-Employees, USD $) | 9 Months Ended |
Apr. 30, 2014 | |
Common Stock | Employees and Non-Employees | ' |
Stock Transactions [Line Items] | ' |
Number of shares of Common Stock issued as share-based compensation | 2,429,555 |
Value of shares of issued as share-based compensation | $807,852 |
Number of shares of issued for prepaid services | 716,667 |
Value of shares of issued for prepaid services | $189,875 |
DERIVATIVE_LIABILITY_Details
DERIVATIVE LIABILITY (Details) (USD $) | 9 Months Ended |
Apr. 30, 2014 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ' |
Balance at July 31, 2013 | ' |
New Derivative Liability | 135,774 |
Total (gains)losses included in earnings | -6,598 |
Issuances | ' |
Balance at April 30, 2014 | $129,176 |
DERIVATIVE_LIABILITY_Detail_1
DERIVATIVE LIABILITY (Detail 1) | 9 Months Ended |
Apr. 30, 2014 | |
Derivatives, Fair Value [Line Items] | ' |
Dividend yield | 0.00% |
Minimum | ' |
Derivatives, Fair Value [Line Items] | ' |
Expected term in years | '5 months 16 days |
Risk-free interest rates | 0.06% |
Volatility | 0.25% |
Maximum | ' |
Derivatives, Fair Value [Line Items] | ' |
Expected term in years | '9 months 7 days |
Risk-free interest rates | 0.10% |
Volatility | 84.00% |
DERIVATIVE_LIABILITY_Detail_Te
DERIVATIVE LIABILITY (Detail Textuals) (USD $) | Apr. 30, 2014 |
Derivative Liability [Abstract] | ' |
Fair value of financial instrument classified as derivative asset (liability) | $129,176 |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN2
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $716,763 | $490,704 | $1,943,742 | $2,242,166 |
Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 716,763 | 490,704 | 1,943,742 | 2,242,166 |
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Americas | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 441,739 | 280,636 | 1,425,517 | 1,610,727 |
Concentration risk, percentage | 61.63% | 57.19% | 73.34% | 71.84% |
Europe | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 5,000 | ' | 5,000 | ' |
Concentration risk, percentage | 0.70% | ' | 0.26% | ' |
North Asia | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 6,623 | 251 | 33,417 | 3,551 |
Concentration risk, percentage | 0.92% | 0.05% | 1.72% | 0.16% |
Greater China | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 73,603 | 26,446 | 114,690 | 220,002 |
Concentration risk, percentage | 10.27% | 5.39% | 5.90% | 9.81% |
South Asia/Pacific | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $189,798 | $183,372 | $365,118 | $407,886 |
Concentration risk, percentage | 26.48% | 37.37% | 18.78% | 18.19% |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN3
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 1) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 |
Equipment | Equipment | Equipment | Equipment | Americas | Americas | Americas | Americas | North Asia | North Asia | North Asia | North Asia | Greater China | Greater China | Greater China | Greater China | South Asia/Pacific | South Asia/Pacific | South Asia/Pacific | South Asia/Pacific | |||
Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | Equipment | |||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equipment | $18,421 | $22,336 | $18,421 | $24,423 | $18,421 | $24,423 | $18,421 | $24,423 | $18,421 | $24,423 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | 99.01% | 100.00% | 99.01% | 100.00% | 99.01% | 100.00% | 99.01% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN4
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $716,763 | $490,704 | $1,943,742 | $2,242,166 |
Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 716,763 | 490,704 | 1,943,742 | 2,242,166 |
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Product Sales | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 713,438 | 487,821 | 1,929,028 | 2,233,335 |
Concentration risk, percentage | 99.54% | 99.41% | 99.24% | 99.61% |
NBA Services | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 3,325 | 2,883 | 14,714 | 8,831 |
Concentration risk, percentage | 0.46% | 0.59% | 0.76% | 0.39% |
Educational Services | Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' |
INDUSTRY_SEGMENT_GEOGRAPHIC_IN5
INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Detail Textuals) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of geographic regions | ' | ' | 4 | ' |
Revenue | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Percentage of total sales by single customer | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue | Customer Concentration Risk | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of customers | 1 | 1 | 1 | 1 |
Percentage of total sales by single customer | 37.20% | 28.10% | 46.10% | 46.20% |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (USD $) | 1 Months Ended | 1 Months Ended | 0 Months Ended | |
28-May-14 | Jun. 03, 2014 | Mar. 19, 2014 | 15-May-14 | |
Subsequent Event | Subsequent Event | Convertible notes payable | Convertible notes payable | |
Equity Purchase Agreement | Equity Purchase Agreement | KBM Worldwide, Inc. ("KBM") | Subsequent Event | |
Southridge Partners II, LP ("Southridge") | Southridge Partners II, LP ("Southridge") | KBM Worldwide, Inc. ("KBM") | ||
Day | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Face amount of note payable | ' | ' | $53,000 | $63,000 |
Interest rate of convertible note | ' | ' | 8.00% | 8.00% |
Percentage of common stock price to conversion price | ' | ' | 58.00% | 58.00% |
Price of the entity's common stock which would be required to be attained for the conversion | ' | ' | $0.00 | $0.00 |
Number of threshold trading days | ' | ' | ' | 10 |
Threshold consecutive days | ' | ' | ' | '3 days |
Number of shares of issued pursuant to agreement | 1,500,000 | ' | ' | ' |
Value of shares delivered under put option pursuant to agreement | ' | $91,200 | ' | ' |