Soupman (SOUPQ) 10-Q 15 Jul 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	31-May-14	Jun. 14, 2014
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'SOUPMAN, INC.	'
Entity Central Index Key	'0001475273	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--08-31	'
Document Type	'10-Q	'
Document Period End Date	31-May-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	45,783,949

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	31-May-14	Aug. 31, 2013
Current Assets	'	'
Cash	$168,718	$114,894
Accounts receivable - net	389,065	307,051
Inventory	472,406	332,183
Prepaid expenses	11,351	24,416
Total Current Assets	1,041,540	778,544
Property and equipment- net	14,750	18,104
Other Assets	'	'
Accounts receivable - related party - net	26,284	51,657
Due from franchisees	54,683	6,369
Debt issue costs	9,754	6,076
Intangible assets - net	15,747	29,900
Other	4,800	4,800
Total Other Assets	111,268	98,802
Total Assets	1,167,558	895,450
Current Liabilities	'	'
Accounts payable and accrued liabilities	4,260,842	3,308,046
Accounts payable and accrued liabilities - related parties	336,268	241,083
Debt - net of discount	5,845,315	6,000,664
Deferred franchise revenue	134,750	118,750
Derivative liabilities	382,721	1,895,630
Total Current Liabilities	10,959,896	11,564,173
Stockholders' Deficit	'	'
Preferred stock, par value $0.001, 25,000,000 shares authorized,931,360 and 1,165,573 issued and outstanding	932	1,166
Common stock, par value $0.001, 75,000,000 shares authorized 44,823,949 and 36,615,720 issued and outstanding	44,825	36,616
Additional paid in capital	11,211,734	8,512,970
Accumulated deficit	-20,354,526	-18,557,209
Total Stockholders' Deficit	-9,097,035	-10,006,457
Noncontrolling interest	-695,303	-662,266
Total Deficit	-9,792,338	-10,668,723
Total Liabilities and Stockholders' Deficit	$1,167,558	$895,450

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	31-May-14	Aug. 31, 2013
Consolidated Balance Sheets [Abstract]	'	'
Preferred stock, par value	$0.01	$0.00
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	931,360	1,165,573
Preferred stock, shares outstanding	931,360	1,165,573
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	44,823,949	36,615,720
Common stock, shares outstanding	44,823,949	36,615,720

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	31-May-14	31-May-13	31-May-14	31-May-13
Revenue	'	'	'	'
Soup sales - net	$726,576	$452,898	$2,535,225	$1,745,171
Franchise sales - net	-20,000	'	-20,000	20,000
Franchise royalties	49,458	43,256	114,154	140,496
Total revenue	756,034	496,154	2,629,379	1,905,667
Cost of sales	556,839	387,598	2,178,560	1,503,594
Gross profit	199,195	108,556	450,819	402,073
Operating expenses:	'	'	'	'
General and administrative	643,804	1,557,056	2,647,167	3,618,066
Royalty	56,250	56,250	168,750	168,750
Total operating expenses	700,054	1,613,306	2,815,917	3,786,816
Loss from operations	-500,859	-1,504,750	-2,365,098	-3,384,743
Other income (expense)	'	'	'	'
Interest income	'	5,878	1,866	15,261
Interest expense	-364,727	-363,369	-1,157,332	-1,065,989
Prepayment of debt penalty	-32,750	'	-116,925	-50,250
Stock expense related to convertible notes	-13,600	'	-13,600	-65,063
Change in fair value of derivative liabilities	563,375	105,308	1,842,726	434,195
Loss on debt extinguishment	'	'	-147,893	-154,942
Forbearance expense	'	'	-165,000	'
OID loan expense	22,600	'	'	'
Gain on deconsolidation of VIE	'	1,211,655	'	1,211,655
Derecognition of debt	'	'	290,902	'
Total other income (expense)	174,958	959,472	534,744	324,867
Net loss including non controlling interest	-325,901	-545,278	-1,830,354	-3,059,876
Less: net loss attributable to noncontrolling interest	-27,360	-24,301	-33,037	-56,795
Net loss attributable to Soupman	($298,541)	($520,977)	($1,797,317)	($3,003,081)
Basic and diluted loss per share:	($0.01)	($0.02)	($0.05)	($0.09)
Weighted average number of common shares outstanding during the period - basic and diluted	41,784,819	32,712,973	39,081,247	31,851,565

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholders 'Deficit (Unaudited) (USD $)	Total	Preferred Stock $0.001 Par Value	Common Stock $0.001 Par Value	Additional Paid-In Capital	Accumulated deficit	Total Noncontrolling Interest
Beginning Balance at Aug. 31, 2013	($10,668,723)	$1,166	$36,616	$8,512,970	($18,557,209)	($662,266)
Beginning Balance, Share at Aug. 31, 2013	'	1,165,573	36,615,720	'	'	'
Stock based compensation	344,110	'	'	344,110	'	'
Issuance of common stock for services rendered ($0.34 - $0.69/share)	583,550	'	1,327	582,223	'	'
Issuance of common stock for services rendered ($0.34 - $0.69/share), Shares	'	'	1,326,798	'	'	'
Issuance of common stock for cash ($0.20 - $0.40/share)	776,000	'	2,980	773,020	'	'
Issuance of common stock for cash ($0.20 - $0.40/share), Share	'	'	2,980,000	'	'	'
Issuance of common stock for forbearance agreement ($0.60/share)	165,000	'	275	164,725	'	'
Issuance of common stock for forbearance agreement ($0.60/share), share	'	'	275,000	'	'	'
Issuance of common stock for debt and accrued interest ($0.20 - $0.25)	813,729	'	3,553	810,176	'	'
Issuance of common stock for debt and accrued interest ($0.20 - $0.25), Shares	'	'	3,552,218	'	'	'
Debt discount attributable to shares issued	13,600	'	40	13,560	'	'
Debt Discount Attributable To Shares Issued,Shares	'	'	40,000	'	'	'
Debt discount attributable to modification accounting	10,750	'	'	10,750	'	'
Reversal of shares issued in error ($0.72/share)	'	'	-200	200	'	'
Reversal of shares issued in error ($0.72/share), Shares	'	'	-200,000	'	'	'
Conversion of preferred stock to common stock, Value	'	-234	234	'	'	'
Conversion of preferred stock to common stock, Share	'	-234,213	234,213	'	'	'
Net Loss	-1,830,354	'	'	'	-1,797,317	-33,037
Balance at May. 31, 2014	($9,792,338)	$932	$44,825	$11,211,734	($20,354,526)	($695,303)
Balance, Share at May. 31, 2014	'	931,360	44,823,949	'	'	'

Consolidated_Statement_of_Stoc1

Consolidated Statement of Stockholders 'Deficit (Unaudited) (Parenthetical) (USD $)	9 Months Ended
	31-May-14
Issuance of common stock for services rendered, minimum (per share)	$0.34
Issuance of common stock for services rendered, maximum (per share)	$0.69
Issuance of common stock for cash, minimum (per share)	$0.20
Issuance of common stock for cash, maximum (per share)	$0.40
Issuance of common stock for forbearance agreement (per share)	$0.60
Issuance of common stock for debt and accrued interest, minimum (per share)	$0.20
Issuance of common stock for debt and accrued interest, maximum (per share)	$0.25
Reversal of shares issued in error (Per share)	$0.72

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	31-May-14	31-May-13
Cash Flows From Operating Activities:	'	'
Net loss	($1,830,354)	($3,059,876)
Adjustments to reconcile net loss to net cash used in operating activities	'	'
Stock based compensation	344,110	13,836
Stock issued for services	583,550	1,423,526
Stock issued for services - related parties	'	163,800
Stock issued for non payment of note payable	'	65,063
Stock issued for forbearance	165,000	'
Debt issue costs	-13,000	'
Bad debt expense	'	10,442
Change in fair market value of derivative liabilities	-1,842,726	-434,195
Loss on debt extinguishment	147,893	154,942
Amortization of intangibles	14,153	14,100
Amortization of debt discount	717,257	501,617
Amortization of debt issue cost	9,322	169,117
Prepayment of debt penalty	116,925	50,250
Gain on deconsolidation of VIE	'	-1,211,655
Gain on write down of debt	-290,902	'
Original issue discount	-64,270	'
Depreciation	3,354	7,086
(Increase) decrease in:	'	'
Accounts receivable	-82,014	80,433
Accounts receivable - related party	25,373	-8,583
Inventory	-140,223	-346,308
Prepaid expenses	13,065	-27,928
Other assets	'	27,388
Accounts payable and accrued liabilities	1,071,588	888,635
Accounts payable and accrued liabilities - related parties	95,185	185,189
Deferred franchising revenue	16,000	'
Net Cash Used in Operating Activities	-1,057,639	-1,333,121
Cash Flows From Investing Activities:	'	'
Due from franchisee	-48,314	-627
Due from franchisees - related party	'	-74,522
Net Cash Used in Investing Activities	-48,314	-75,149
Cash Flows From Financing Activities:	'	'
Proceeds from issuance of notes	1,022,160	1,569,500
Proceeds from issuance of common stock for cash	776,000	'
Repayment of debt and accrued interest	-638,383	-269,805
Cash paid for direct offering costs of convertible notes payable and issuance of common stock	'	-36,480
Net Cash Provided by Financing Activities	1,159,777	1,263,215
Net decrease in cash	53,824	-145,055
Cash at beginning of year	114,894	174,315
Cash at end of period	168,718	29,260
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	111,940	148,764
Cash paid for taxes	'	'
Supplemental disclosures of non-cash investing and financing activities:	'	'
Stock issued for debt	728,550	'
Debt discount recorded on derivatives	181,924	569,525
Stock issued for accrued interest	85,179	'
Common stock issued in connection with debt financing	13,600	75,040
Debt discount recorded on debt modification	10,750	'
Conversion of preferred stock to common stock	$234	$32

Description_of_Business_and_Su

Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	31-May-14
Accounting Policies [Abstract]	'
Description of Business and Summary of Significant Accounting Policies	'
	Note 1 Description of Business and Summary of Significant Accounting Policies
	The Company (fka/ Passport Arts) was incorporated in the State of Nevada on December 2, 2008. On January 31, 2011, the Company reincorporated in the State of Delaware and changed its name to Soupman.
	The Company manufactures and sells a variety of soups to grocery chains and franchisees.
	Fair Value of Financial Instruments
	The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
	The following are the hierarchical levels of inputs to measure fair value:
	●	Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
	The following are the major categories of liabilities measured at fair value on a recurring basis as of at May 31, 2014 and August 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
			2013		2012
	Derivative Liabilities (Level 3)		$	382,721	$	1,895,630
	The Level 3 valuation relates to derivative liabilities measured using management's estimates of fair value as well as other significant inputs, such as volatility and risk free interest rate, which may be unobservable. See Note 6.
	The Company has determined the estimated fair value amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
	Fair value estimates are based upon pertinent information available. The Company has determined that the carrying value of all financial instruments approximates fair value. The Company's financial instruments consist primarily of accounts receivable, inventory, prepaid expenses, accounts payable and accrued liabilities and debt. The carrying amounts of the Company's financial instruments generally approximated their fair values at May 31, 2014 and August 31, 2013, respectively, due to the short-term nature of these instruments.
	Fiscal Year
	The Company’s fiscal year-end is August 31.

Basis_of_Presentation

Basis of Presentation	9 Months Ended
	31-May-14
Basis of Presentation [Abstract]	'
Basis of Presentation	'
	Note 2 Basis of Presentation
	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.
	The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2013, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operation, for the year ended August 31, 2013. The interim results for the period ended May 31, 2014 are not necessarily indicative of results for the full fiscal year.
	Recently Issued Accounting Pronouncements
	There are no new accounting pronouncements that have any impact on the Company’s consolidated financial statements.

Accounts_Receivable_Accounts_R

Accounts Receivable / Accounts Receivable - Franchisee Related Parties	9 Months Ended
	31-May-14
Accounts Receivable Accounts Receivable - Franchisee - Related Parties [Abstract]	'
Accounts Receivable / Accounts Receivable - Franchisee - Related Parties	'
	Note 3 Accounts Receivable / Accounts Receivable - Franchisee – Related Parties
	In connection with certain debt financings, all accounts receivables serve as collateral; see Note 5(C).
	Accounts receivable consisted of the following at May 31, 2014 and August 31, 2013.
		31-May-14			August 31, 2013
	Accounts receivable	$	442,335		$	339,801
	Allowance for doubtful accounts		(53,270	)		(32,750	)
	Accounts receivable – net	$	389,065		$	307,051
	Related-parties accounts receivable consisted of the following at May 31, 2014 and August 31, 2013.
		31-May-14			August 31, 2013
	Accounts receivable	$	26,284		$	72,177
	Allowance for doubtful accounts		-			(20,520	)
	Accounts receivable – net	$	26,284		$	51,657

Accounts_Payable_and_Accrued_L

Accounts Payable and Accrued Liabilities Related Parties	9 Months Ended
	31-May-14
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]	'
Accounts Payable and Accrued Liabilities - Related Parties	'
	Note 4 – Accounts Payable and Accrued Liabilities – Related Parties
	Accounts payable and accrued liabilities – related parties consist of the following at May 31, 2014 and August 31, 2013:
		31-May-14		31-Aug-13
	Accrued payroll	$	291,668	$	189,283
	Accrued expenses (auto allowances)		44,600		51,800
	Total	$	336,268	$	241,083

Debt

Debt	9 Months Ended
	31-May-14
Debt [Abstract]	'
Debt	'
	Note 5 – Debt
	Debt consists of the following at May 31, 2014 and August 31, 2013:
	Description		31-May-14				Aug. 31, 2013
	A. Unsecured convertible debt – Derivative Liabilities		$	1,578,250			$	1,732,250
	Less : debt discount			(60,410	)			(297,153	)
	Convertible debt - net			1,517,840				1,435,097
	B. Convertible debt – Unsecured			888,207				479,097
	Less : debt discount			(77,645	)			(287,615	)
	Convertible debt - net			810,562				191,482
	C. Notes - Secured			2,700,000				3,246,902
	D. Notes – Unsecured			816,913				1,127,183
	Total debt		$	5,845,315			$	6,000,664
	Debt in default consists of unsecured notes totaling $1,621,597 and $558,183 at May 31, 2014 and August 31, 2013, respectively.
	The corresponding debts above are more fully discussed below:
	(A)           Unsecured Convertible Debt – Derivative Liabilities
	During the nine months ended May 31, 2014, the Company did not issue any unsecured convertible debt or warrants that had an embedded conversion feature; however, during the same period the Company did reclassify two of its convertible non-derivative debts to convertible derivative debt under the terms of that agreement.
	The Company’s unsecured convertible derivative debt (recorded as a derivative liability) consists of the following terms and balances at May 31, 2014 and August 31, 2013:
	Description		Information		31-May-14				Aug. 31, 2013
	Interest rate					8% - 12%				8% - 12%
	Maturity Date(s)				Dec. 31, 2013 to				Apr. 1, 2013 to
					24-Aug-14				Aug. 28, 2013
	Series 2		Fixed conversion price of $1.00 ($1.00 warrants)		$	724,750			$	265,000
	Series 3		Fixed conversion price of $0.40 ($0.75 warrants)		$	735,000			$	735,000
	Below is a summary of the Company’s unsecured convertible debt (recorded as a derivative liability) at May 31, 2014 and August 31, 2013:
	Description		31-May-14				Aug. 31, 2013
	Carry forward balance		$	1,732,250			$	832,750
	Borrowings			-				1,000,000
	Repayment of convertible derivative debt			-				(100,500	)
	Reclassification of convertible debt to convertible derivative debt			235,050				-
	Conversion of convertible derivative debt to stock			(389,050	)			-0-
	Ending balance		$	1,578,250			$	1,732,250
	The Company converted $53,753 of accrued interest to stock in addition to the principal noted in the table above.
	(B)           Convertible Debt – Unsecured
	The Company’s unsecured non-derivative convertible debt consists of the following terms and balances at May 31, 2014 and August 31, 2013:
	Description		Information
	Interest rate									10% - 12%
	Default interest rate									N/A
	Term								1 year
	Maturity								Aug. 3, 2013 to
									29-May-15
	Series 4 debt		Fixed conversion price of $0.75						$	274,097
	Series 5 debt		Zero percent (0%) interest if repaid within 3 months; Convertible at the lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan						$	592,610
	In connection with its Series 4 debt, and for the nine months ended May 31, 2014, the Company incurred debt discount of $10,750 relating to the extension of the maturity date on one of its notes. For this modification, the Company compared the value of both the old and new convertible debt and determined that the present value of the cash flows associated with the new convertible debt did not exceeded the present value of the old convertible debt by more than 10%, which resulted in the application of modification  accounting.
	In connection with its Series 5 debt, and for the nine months ended May 31, 2014, the Company incurred original issue discounts of $64,270, recorded $13,000 in debt issue costs and amortized $9,322 of its debt issue costs.
	Below is a summary of the Company’s unsecured convertible debt (not recorded as a derivative liability) at May 31, 2014 and August 31, 2013:
			31-May-14				Aug. 31, 2013
	Carry forward balance		$	479,097			$	650,000
	Borrowings			644,160				409,000
	Repayment of convertible debt			-				(59,220	)
	Reclassification to convertible derivative debt			(235,050	)			(520,683	)
	Ending balance		$	888,207			$	479,097
	(C)           Notes - Secured
	The Company’s secured debt consists of the following terms and balances at May 31, 2014:
	Interest Rate				7% - 12.75%
	Maturity	Sep. 1, 2013 to
		Aug. 28, 2014
	SKI debts (Secured by all the assets of OSM)			$	2,700,000
	Below is a summary of the Company’s secured debt at May 31, 2014 and August 31, 2013:
			31-May-14				Aug. 31, 2013
	Carry forward balance		$	3,246,902			$	3,242,613
	Borrowings (Series 6)			-				256,000
	Repayment of debt			(50,000	)			-
	Conversion to stock of secured debt			-206,000				-
Settlement of debt			(290,902	)			-
Reclassification of accrued interest on debt from debt to accrued interest			-				(251,711	)
Ending balance		$	2,700,000			$	3,246,902
In addition to the principal noted in the table above, the Company repaid $15,000 and converted $14,300 of accrued interest into stock.
The Company issued 275,000 shares of its common stock in connection with the extension of a forbearance agreement (as further described in the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2013); these share have a fair value of $165,000 which was charged to other expense and was based on the quoted closing trading price of the Company’s stock on September 16, 2013 ($0.60/share).
On February 28, 2014 and in connection with the Company’s guarantee of certain debt, a Federal Bankruptcy Court approved a final settlement agreement in regard to the SKI bankruptcy, and as a result, the Company removed $290,902 in debt from its balance sheet. See Note 9 Litigation and Claims.
(D)           Notes – Unsecured Demand Notes
The Company’s unsecured demand debt consists of the following terms and balances at May 31, 2014 and August 31, 2013:
Amount			Information		Maturity
$	769,413		Represents current convertible demand debt		Aug 3, 2013 to Sept 16, 2014
$	10,000		Represents an advance from a third party		Due on demand
$	37,500		The Company is in litigation regarding this debt; see Note 9 Litigation, Claims and Assessments.		In litigation
Below is a summary of the Company’s unsecured demand debt at May 31, 2014 and August 31, 2013:
Description		31-May-14				Aug. 31, 2013
Carry forward balance		$	1,127,183			$	287,500
Reclassification from derivative to demand debt			-				100,500
Borrowings			378,000				422,500
Repayments			(554,770	)			(204,000	)
Reclassification from convertible to demand debt			-				520,683
Amount converted into stock			(133,500	)			-
Ending balance		$	816,913				1,127,183
In addition to the principal noted in the table above, the Company repaid $18,613 and converted $3,140 of accrued interest into stock.
(E)           Debt discount
Below is a summary of the Company’s debt discount at May 31, 2014 and August 31, 2013:
		31-May-14				Aug. 31, 2013
Total outstanding debt		$	5,983,370			$	6,585,432
Carry forward debt discount – net			(584,768	)			( 404,088	)
Debt discount			( 270,544	)			( 994,214	)
Amortization of debt discount			717,257				813,534
Debt  – net		$	5,845,315			$	6,000,664
The Company’s remaining debt discount of $138,055 will be fully amortized in fiscal year 2015.
The Company recorded no derivative expense for the nine months ended May 31, 2014.

Derivative_Liabilities

Derivative Liabilities	9 Months Ended
	31-May-14
Derivative Liabilities [Abstract]	'
Derivative Liabilities	'
	Note 6 – Derivative Liabilities
	During the nine months ended May 31, 2014, the Company identified one conversion features embedded within its convertible debt (see Note 5(A)).
	The fair value of the Company’s derivative liabilities at May 31, 2014 and August 31, 2013 is as follows:
			31-May-14			Aug. 31, 2013
	Carry forward balance		$	1,895,630		$	513,493
	Fair value at the commitment date for convertible notes			181,924			527,796
	Fair value at the commitment date for warrants issued			-			78,777
	Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability			-			-
	Loss on debt extinguishment			147,893			338,507
	Fair value mark-to-market adjustment			(1,842,726	)		437,057
	Derivative liabilities (balance)		$	382,721		$	1,895,630
	The fair values at the commitment and re-measurement dates for convertible debt and warrants that were treated as derivative liabilities are based upon the following estimations/assumptions made by management for the nine months ended May 31, 2014:
	Nine months ended		Commitment Date		Re-measurement Date
	Exercise price		Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan		Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan
	Expected dividends		0%		0%
	Expected volatility	116% - 137%			116% - 139%
	Expected term: convertible debt and warrants	6 months		6 months
	Risk free interest rate		0.10% - 0.13%		0.10 - 0.13%

Deferred_Franchise_Revenue

Deferred Franchise Revenue	9 Months Ended
	31-May-14
Deferred Revenue Disclosure [Abstract]	'
Deferred Franchise Revenue	'
	Note 7 Deferred Franchise Revenue
	In accordance with the franchise agreement, franchisees are required to make advanced payment to the Company for training of personnel, and other service related matters. Generally, this occurs prior to the franchisee selecting a location; therefore, the Company records this payment as a liability on its balance sheet per ASC 430.  Upon the franchisee securing a location and readying operations, the Company performs its obligation(s) and reclassifies the franchisee’s payment to revenue.

Stockholders_Deficit

Stockholders' Deficit	9 Months Ended
	31-May-14
Stockholders' Deficit [Abstract]	'
Stockholders' Deficit	'
	Note 8 Stockholders’ Deficit
	During the nine months ended May 31, 2014, the Company expensed $344,110 in stock based compensation and offset this amount to APIC. This amount is comprised of stock option expensing (see note 8(c)) and compensation expenses relating to certain contractual commitments (see note 9).
	(A)       Series A – Convertible Preferred Stock
	Holders of the Company’s preferred shares have no voting rights and receive no dividends, but receive $1.00 per share in the case of liquidation of the Company. This series of shares convert on a 1:1 basis at par value ($0.001) into shares of the Company’s common stock.  In the event that shares are issued, the Company will evaluate for beneficial conversion features.
	For the nine months ended May 31, 2014, holders of 234,213 shares of Series A preferred stock converted their shares into 234,213 shares of common stock.
	(B)       Common Stock
	For the nine months ended May 31, 2014, the Company issued the following shares of common stock:
	Type		Shares				Fair value				Range of
											value
											per share
	Stock issued for cash			2,980,000			$	776,000			$	0.20 - $0.40
	Stock issued for services			1,326,798			$	583,550			$	0.34 - $0.69
	Stock issued in connection with forbearance			275,000			$	165,000			$	0.6
	Stock issued for debt			3,592,218			$	827,329			$	0.20 - $0.34
	Cancellation of stock			(200,000	)		$	-			$	-
	Fair value for the share issued was based upon the quoted closing trading price on the dates shares were issued.
	(C)      Stock Options
	The Company issued no stock options during the nine months ended May 31, 2014.
	The following is a summary of the Company’s stock option activity for the nine months ended May 31, 2014:
			Options				Weighted			Weighted		Aggregate
							Average			Average		Intrinsic
							Exercise Price			Remaining		Value
										Contractual  Life
	Balance – August 31, 2013			1,975,000			$	0.53		7.44 years		408,250
	Granted			-				-
	Exercised			-				-
	Forfeited			-				-
	Balance – May 31, 2014			1,975,000			$	0.51		6.24 years			-
	Outstanding options held by related parties (May 31, 2014)			1,450,000
	Exercisable options held by related parties (May 31, 2014)			1,450,000
	Exercisable options held by third parties (May 31, 2014)			375,000
	The following is a summary of the Company’s unvested stock options at May 31, 2014:
			Un-vested				Weighted Average
			Stock Options				Grant Date
							Fair Value
	Unvested – August 31, 2013			100,000			$	0.75
	Granted			-				-
	Vested/Exercised			-				-
	Forfeited/Cancelled			-				-
	Unvested – May 31, 2014			100,000			$	-
	Weighted average remaining life for vesting		6.69 years
	The Company expensed $7,687 during the nine months ended May 31, 2014 related to options that vested.
	(D)      Stock Warrants
	The following is a summary of the Company’s stock warrant activity for the nine months ended May 31, 2014:
			Number of				Weighted Average
			Warrants				Exercise
							Price
	Balance at August 31, 2013			5,792,702			$	0.67
	Granted			480,000				0.8
	Exercised			-				-
	Forfeited/Cancelled			(334,500	)			1.12
	Balance at May 31, 2014			5,938,202			$	0.66
	Warrants were granted to certain note holders in consideration of the modification of the maturity date on their notes. The exercise price of these warrants was equal to the exercise price of warrants granted on the dates of the original agreements. All warrants must be exercised within three years.
					Warrants Outstanding										Warrants Exercisable
	Range of				Number				Weighted				Weighted		Number		Weighted		Intrinsic
	exercise				Outstanding				Average				Average		Exercisable		Average		Value
	price								Remaining				Exercise Price				Exercise Price
									Contractual Life
									(in years)
	$	0.40 - 1.25				5,938,202				3.02			$	0.66		5,938,202	$	0.66	$	0

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
	31-May-14
Commitments and Contingencies [Abstract]	'
Commitments and Contingencies	'
	Note 9 Commitments and Contingencies
	Commitments
	For the nine months ended May 31, 2014, the Company recorded royalty expense of $168,750 in connection with a royalty agreement (as further described in the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2013.)
	During the nine months ended May 31, 2014, the Company recorded compensation expense of $248,942 and $3,499, respectively, in connection with a June 2012 and December 2012 agreement, respectively (as further described in the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2013.)
	During the nine months ended May 31, 2014, the Company recorded compensation expense of $83,982 in connection with a January 2013 agreement (as further described in the Company’s Annual report filed on Form 10-K for the year ended August 31, 2013.)
	Litigations, Claims and Assessments
	On October 26, 2010, a third party action was filed against The Original Soupman, Inc. (“OSM”), certain principals of OSM and other third parties, Case Index #1-10-44670. On February 28, 2014 and order was entered by the court. Effective April 1, 2014, the action in U.S. Bankruptcy Court, Eastern District, New York was settled for $950,000, of which $350,000 was paid by OSM and $600,000 was paid by the D&O insurance carrier.  In connection with the settlement agreement, the Company was released from approximately $290,000 in secured debt, which OSM had guaranteed in connection with its purchase of the assets of Soup Kitchen International (“SKI”); see Note 5(C).
	Soupman, Inc. is one of several defendants in a lawsuit filed by Gourmet Sales and Marketing, LLC (“GSM”) in July 2011. GSM claims that it is owed $37,500 in sales commissions based upon an August 2009 sales and marketing agreement. Aside from the claim for an accounting, compensatory damages and/or punitive damages are demanded with respect to the other claims. The Company served its answer to the complaint in October 2011, in which it denied the allegations of the complaint with respect to the claims of liability and asserted numerous defenses and affirmative defenses.  In November 2013, the Company served various counter-claims against GSM and its principals. The matter is still in the discovery and mediation phase of litigation.  In the Company and its counsel’s opinion, the complaint lacks merit as the agreement that forms the basis of GSM’s claims may be invalid and unenforceable, GSM is not owed any money in relation to this agreement, and the Company believes that punitive damages are without basis and therefore has made no accrual for probable losses.

Going_Concern

Going Concern	9 Months Ended
	31-May-14
Going Concern [Abstract]	'
Going Concern	'
	Note 10 Going Concern
	As reflected in the accompanying financial statements, the Company had a net loss of approximately $1.8 million and net cash used in operations of approximately $1.1 million for the nine months ended May 31, 2014, and a working capital deficit of approximately $9.9 million and a stockholders’ deficit of approximately $9.8 million at May 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
	The ability of the Company to continue its operations is dependent on management's plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.
	The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.  The Company believes its current available cash along with anticipated revenues will be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.
	In response to these problems, management has taken the following actions:
	●	seeking to raise $8 million in equity financing
	●	seeking additional third party convertible debt financing
	●	seeking to increase sales and distribution of Tetra Pak products
	●	seeking to open new franchise locations
	●	allocating sufficient resources to continue advertising and marketing efforts
	The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Subsequent_Events

Subsequent Events	9 Months Ended
	31-May-14
Subsequent Events [Abstract]	'
Subsequent Events	'
	Note 11 Subsequent Events
	Subsequent to May 31, 2014, the Company issued the following shares of its common stock, with fair market values based upon the quoted closing trading price on the issue dates:
	●	40,000 shares of its common stock for cash, at issue price of  $0.25 per share, having an aggregate fair market value of $10,000, and
	●	20,000 shares of its common stock for services rendered, at issue prices of between $0.28-$0.29 per share, having in aggregate a fair market value of $5,700.
	On July 3, 2014, the Company re-issued and extended until October 1, 2014, the maturity date of a $350,000 two-year convertible note previously issued in August 2012, and issued a new $280,000 promissory note (convertible at $0.60 per share) to the same note holder which also matures October 1, 2014.  In connection with the foregoing, the Company issued the note holder 900,000 shares of restricted common stock having a fair value of $261,000.

Summary_of_Significant_Account

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	31-May-14
Accounting Policies [Abstract]	'
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
	The following are the hierarchical levels of inputs to measure fair value:
	●	Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
	The following are the major categories of liabilities measured at fair value on a recurring basis as of at May 31, 2014 and August 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
			2013		2012
	Derivative Liabilities (Level 3)		$	382,721	$	1,895,630
	The Level 3 valuation relates to derivative liabilities measured using management's estimates of fair value as well as other significant inputs, such as volatility and risk free interest rate, which may be unobservable. See Note 6.
	The Company has determined the estimated fair value amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
	Fair value estimates are based upon pertinent information available. The Company has determined that the carrying value of all financial instruments approximates fair value. The Company's financial instruments consist primarily of accounts receivable, inventory, prepaid expenses, accounts payable and accrued liabilities and debt. The carrying amounts of the Company's financial instruments generally approximated their fair values at May 31, 2014 and August 31, 2013, respectively, due to the short-term nature of these instruments.
Fiscal Year	'
	Fiscal Year
	The Company’s fiscal year-end is August 31.

Description_of_Business_and_Su1

Description of Business and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	31-May-14
Accounting Policies [Abstract]	'
Summary of significant unobservable inputs	'
		2013		2012
	Derivative Liabilities (Level 3)	$	382,721	$	1,895,630

Accounts_Receivable_Accounts_R1

Accounts Receivable / Accounts Receivable - Franchisee Related Parties (Tables)	9 Months Ended
	31-May-14
Accounts, Notes, Loans and Financing Receivable [Line Items]	'
Summary of accounts receivable / accounts receivable - franchisee - related Parties	'
		31-May-14			August 31, 2013
	Accounts receivable	$	442,335		$	339,801
	Allowance for doubtful accounts		(53,270	)		(32,750	)
	Accounts receivable – net	$	389,065		$	307,051
Related parties [Member]	'
Accounts, Notes, Loans and Financing Receivable [Line Items]	'
Summary of accounts receivable / accounts receivable - franchisee - related Parties	'
		31-May-14			August 31, 2013
	Accounts receivable	$	26,284		$	72,177
	Allowance for doubtful accounts		-			(20,520	)
	Accounts receivable – net	$	26,284		$	51,657

Accounts_Payable_and_Accrued_L1

Accounts Payable and Accrued Liabilities Related Parties (Tables)	9 Months Ended
	31-May-14
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]	'
Schedule of related parties accounts payable	'
		31-May-14		31-Aug-13
	Accrued payroll	$	291,668	$	189,283
	Accrued expenses (auto allowances)		44,600		51,800
	Total	$	336,268	$	241,083

Debt_Tables

Debt (Tables)	9 Months Ended
	31-May-14
Debt Instrument [Line Items]	'
Summary of debt instruments	'
			31-May-14				Aug. 31, 2013
	Total outstanding debt		$	5,983,370			$	6,585,432
	Carry forward debt discount – net			(584,768	)			( 404,088	)
	Debt discount			( 270,544	)			( 994,214	)
	Amortization of debt discount			717,257				813,534
	Debt  – net		$	5,845,315			$	6,000,664
Convertible debt - Unsecured Derivative Liabilities [Member]	'
Debt Instrument [Line Items]	'
Summary of debt instruments	'
	Description		31-May-14				Aug. 31, 2013
	A. Unsecured convertible debt – Derivative Liabilities		$	1,578,250			$	1,732,250
	Less : debt discount			(60,410	)			(297,153	)
	Convertible debt - net			1,517,840				1,435,097
	B. Convertible debt – Unsecured			888,207				479,097
	Less : debt discount			(77,645	)			(287,615	)
	Convertible debt - net			810,562				191,482
	C. Notes - Secured			2,700,000				3,246,902
	D. Notes – Unsecured			816,913				1,127,183
	Total debt		$	5,845,315			$	6,000,664
Terms of Convertiable unsecured debt	'
	Description		Information		31-May-14				Aug. 31, 2013
	Interest rate					8% - 12%				8% - 12%
	Maturity Date(s)				Dec. 31, 2013 to				Apr. 1, 2013 to
					24-Aug-14				Aug. 28, 2013
	Series 2		Fixed conversion price of $1.00 ($1.00 warrants)		$	724,750			$	265,000
	Series 3		Fixed conversion price of $0.40 ($0.75 warrants)		$	735,000			$	735,000
Unsecured Convertiable debt activity	'
	Description		31-May-14				Aug. 31, 2013
	Carry forward balance		$	1,732,250			$	832,750
	Borrowings			-				1,000,000
	Repayment of convertible derivative debt			-				(100,500	)
	Reclassification of convertible debt to convertible derivative debt			235,050				-
	Conversion of convertible derivative debt to stock			(389,050	)			-0-
	Ending balance		$	1,578,250			$	1,732,250
Convertible debt - Unsecured [Member]	'
Debt Instrument [Line Items]	'
Terms of Convertiable unsecured debt	'
	Description		Information
	Interest rate					10% - 12%
	Default interest rate					N/A
	Term				1 year
	Maturity				Aug. 3, 2013 to
					29-May-15
	Series 4 debt		Fixed conversion price of $0.75		$	274,097
	Series 5 debt		Zero percent (0%) interest if repaid within 3 months; Convertible at the lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan		$	592,610
Unsecured Convertiable debt activity	'
			31-May-14				Aug. 31, 2013
	Carry forward balance		$	479,097			$	650,000
	Borrowings			644,160				409,000
	Repayment of convertible debt			-				(59,220	)
	Reclassification to convertible derivative debt			(235,050	)			(520,683	)
	Ending balance		$	888,207			$	479,097
Notes - Secured [Member]	'
Debt Instrument [Line Items]	'
Terms of Convertiable unsecured debt	'
	Interest Rate				7% - 12.75%
	Maturity	Sep. 1, 2013 to
		Aug. 28, 2014
	SKI debts (Secured by all the assets of OSM)			$	2,700,000
Unsecured Convertiable debt activity	'
			31-May-14				Aug. 31, 2013
	Carry forward balance		$	3,246,902			$	3,242,613
	Borrowings (Series 6)			-				256,000
	Repayment of debt			(50,000	)			-
	Conversion to stock of secured debt			-206,000				-
	Settlement of debt			(290,902	)			-
	Reclassification of accrued interest on debt from debt to accrued interest			-				(251,711	)
	Ending balance		$	2,700,000			$	3,246,902
Notes - Unsecured [Member]	'
Debt Instrument [Line Items]	'
Unsecured Convertiable debt activity	'
	Description		31-May-14				Aug. 31, 2013
	Carry forward balance		$	1,127,183			$	287,500
	Reclassification from derivative to demand debt			-				100,500
	Borrowings			378,000				422,500
	Repayments			(554,770	)			(204,000	)
	Reclassification from convertible to demand debt			-				520,683
	Amount converted into stock			(133,500	)			-
	Ending balance		$	816,913				1,127,183
Summary of Unsecured notes	'
	Amount			Information		Maturity
	$	769,413		Represents current convertible demand debt		Aug 3, 2013 to Sept 16, 2014
	$	10,000		Represents an advance from a third party		Due on demand
	$	37,500		The Company is in litigation regarding this debt; see Note 9 Litigation, Claims and Assessments.		In litigation

Derivative_Liabilities_Tables

Derivative Liabilities (Tables)	9 Months Ended
	31-May-14
Derivative Liabilities [Abstract]	'
Summary of fair value of the conversion feature	'
			31-May-14			Aug. 31, 2013
	Carry forward balance		$	1,895,630		$	513,493
	Fair value at the commitment date for convertible notes			181,924			527,796
	Fair value at the commitment date for warrants issued			-			78,777
	Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability			-			-
	Loss on debt extinguishment			147,893			338,507
	Fair value mark-to-market adjustment			(1,842,726	)		437,057
	Derivative liabilities (balance)		$	382,721		$	1,895,630
Assumptions for measuring of fair value at the commitment and re-measurement dates for convertible debt and warrants	'
	Nine months ended		Commitment Date		Re-measurement Date
	Exercise price		Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan		Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan
	Expected dividends		0%		0%
	Expected volatility	116% - 137%			116% - 139%
	Expected term: convertible debt and warrants	6 months		6 months
	Risk free interest rate		0.10% - 0.13%		0.10 - 0.13%

Stockholders_Deficit_Tables

Stockholders' Deficit (Tables)	9 Months Ended
	31-May-14
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of common stock shares issued	'
	Type		Shares				Fair value				Range of
											value
											per share
	Stock issued for cash			2,980,000			$	776,000			$	0.20 - $0.40
	Stock issued for services			1,326,798			$	583,550			$	0.34 - $0.69
	Stock issued in connection with forbearance			275,000			$	165,000			$	0.6
	Stock issued for debt			3,592,218			$	827,329			$	0.20 - $0.34
	Cancellation of stock			(200,000	)		$	-			$	-
Summary of the Company's unvested stock options	'
			Un-vested				Weighted Average
			Stock Options				Grant Date
							Fair Value
	Unvested – August 31, 2013			100,000			$	0.75
	Granted			-				-
	Vested/Exercised			-				-
	Forfeited/Cancelled			-				-
	Unvested – May 31, 2014			100,000			$	-
	Weighted average remaining life for vesting		6.69 years
Stock option [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of the Company's stock option / warrant activity	'
			Options			Weighted				Weighted			Aggregate
						Average				Average			Intrinsic
						Exercise Price				Remaining			Value
										Contractual  Life
	Balance – August 31, 2013			1,975,000		$	0.53			7.44 years			408,250
	Granted			-			-
	Exercised			-			-
	Forfeited			-			-
	Balance – May 31, 2014			1,975,000		$	0.51			6.24 years			-
	Outstanding options held by related parties (May 31, 2014)			1,450,000
	Exercisable options held by related parties (May 31, 2014)			1,450,000
	Exercisable options held by third parties (May 31, 2014)			375,000
Stock Warrants [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of the Company's stock option / warrant activity	'
			Number of				Weighted Average
			Warrants				Exercise
							Price
	Balance at August 31, 2013			5,792,702			$	0.67
	Granted			480,000				0.8
	Exercised			-				-
	Forfeited/Cancelled			(334,500	)			1.12
	Balance at May 31, 2014			5,938,202			$	0.66
Summary of stock warrant exercise prices	'
					Warrants Outstanding										Warrants Exercisable
	Range of				Number				Weighted				Weighted		Number		Weighted		Intrinsic
	exercise				Outstanding				Average				Average		Exercisable		Average		Value
	price								Remaining				Exercise Price				Exercise Price
									Contractual Life
									(in years)
	$	0.40 - 1.25				5,938,202				3.02			$	0.66		5,938,202	$	0.66	$	0

Description_of_Business_and_Su2

Description of Business and Summary of Significant Accounting Policies (Details) (USD $)	31-May-14	Aug. 31, 2013	Aug. 31, 2012
Summary of liabilities measured at fair value on a recurring basis	'	'	'
Derivative liabilities	$382,721	$1,895,630	$513,493
Level 3 [Member] | Recurring [Member]	'	'	'
Summary of liabilities measured at fair value on a recurring basis	'	'	'
Derivative liabilities	$382,721	$1,895,630	'

Accounts_Receivable_Accounts_R2

Accounts Receivable / Accounts Receivable - Franchisee Related Parties (Details) (USD $)	31-May-14	Aug. 31, 2013
Summary of accounts receivable	'	'
Accounts receivable	$442,335	$339,801
Allowance for doubtful accounts	-53,270	-32,750
Accounts receivable - net	389,065	307,051
Related parties [Member]	'	'
Summary of accounts receivable	'	'
Accounts receivable	26,284	72,177
Allowance for doubtful accounts	'	-20,520
Accounts receivable - net	$26,284	$51,657

Accounts_Payable_and_Accrued_L2

Accounts Payable and Accrued Liabilities Related Parties (Details) (USD $)	31-May-14	Aug. 31, 2013
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]	'	'
Accrued Payroll	$291,668	$189,283
Accrued expenses (auto allowances)	44,600	51,800
Total	$336,268	$241,083

Debt_Details

Debt (Details) (USD $)

31-May-14

Aug. 31, 2013

Oct. 26, 2010

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

Aug. 31, 2012

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured [Member]

Convertible debt - Unsecured [Member]

Convertible debt - Unsecured [Member]

Notes - Secured [Member]

Notes - Secured [Member]

Notes - Unsecured [Member]

Notes - Unsecured [Member]

Summary of debt

'

'

'

'

'

'

'

'

'

'

'

'

Convertible debt - Unsecured

'

'

'

$1,578,250

$1,732,250

$888,207

$479,097

$650,000

$2,700,000

$3,246,902

'

'

Debt discount

'

'

'

-60,410

-297,153

-77,645

-287,615

'

'

'

'

'

Convertible debt - net

'

'

'

1,517,840

1,435,097

810,562

191,482

'

'

'

'

'

Note - Secured

'

'

290,000

'

'

'

'

'

2,700,000

3,246,902

'

'

Notes - Unsecured

'

'

'

'

'

'

'

'

'

'

816,913

1,127,183

Total debt

$5,845,315

$6,000,664

'

'

'

'

'

'

'

'

'

'

Debt_Details_1

Debt (Details 1) (Convertible debt - Unsecured Derivative Liabilities [Member], USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Terms of convertible debt	'	'
Maturity date	'	'
	Dec. 31, 2013 to Aug 24, 2014	Apr. 1, 2013 to Aug. 28, 2013
Borrowings during period	'	$1,000,000
Minimum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	8.00%	8.00%
Maximum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	12.00%	12.00%
Series 2 [Member]	'	'
Terms of convertible debt	'	'
Debt conversion information	'Fixed conversion price of $1.00($1.00 warrants)	'Fixed conversion price of $1.00($1.00 warrants)
Borrowings during period	724,750	265,000
Series 3 [Member]	'	'
Terms of convertible debt	'	'
Debt conversion information	'Fixed conversion price of $0.40 ($0.75 warrants)	'Fixed conversion price of $0.40($0.75 warrants)
Borrowings during period	$735,000	$735,000

Debt_Details_2

Debt (Details 2) (Convertible debt - Unsecured Derivative Liabilities [Member], USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Convertible debt - Unsecured Derivative Liabilities [Member]	'	'
Unsecured convertiable debt activity	'	'
Carry forward balance	$1,732,250	'
Borrowings	'	1,000,000
Repayment of convertible derivative debt	'	-100,500
Reclassification of convertible debt to convertible derivative debt	235,050	'
Conversion of convertible derivative debt to stock	-389,050	0
Ending balance	$1,578,250	$1,732,250

Debt_Details_3

Debt (Details 3) (USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Series 4 debt [Member]	'	'
Terms of convertible debt	'	'
Debt conversion information	'	'
	The Company compared the value of both the old and new convertible debt and determined that the present value of the cash flows associated with the new convertible debt did not exceeded the present value of the old convertible debt by more than 10%, which resulted in the application of modification accounting.
Convertible debt - Unsecured [Member]	'	'
Terms of convertible debt	'	'
Default interest rate	'N/A	'
Term	'1 year	'
Maturity Date	'Aug. 3, 2013 to May 29, 2015	'
Borrowings during period	$644,160	$409,000
Convertible debt - Unsecured [Member] | Series 4 debt [Member]	'	'
Terms of convertible debt	'	'
Debt conversion information	'Fixed conversion price of $0.75	'
Borrowings during period	274,097	'
Convertible debt - Unsecured [Member] | Series 5 debt [Member]	'	'
Terms of convertible debt	'	'
Debt conversion information	'	'
	Zero percent (0%) interest if repaid within 3 months; Convertible at the lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan
Borrowings during period	$592,610	'
Convertible debt - Unsecured [Member] | Minimum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	10.00%	'
Convertible debt - Unsecured [Member] | Maximum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	12.00%	'

Debt_Details_4

Debt (Details 4) (Convertible debt - Unsecured [Member], USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Convertible debt - Unsecured [Member]	'	'
Unsecured convertiable debt activity	'	'
Carry forward balance	$479,097	$650,000
Borrowings (Series 6)	644,160	409,000
Repayment of convertible debt	'	-59,220
Reclassification to convertible derivative debt	-235,050	-520,683
Ending balance	$888,207	$479,097

Debt_Details_5

Debt (Details 5) (Notes - Secured [Member], USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Terms of convertible debt	'	'
Maturity	'Sep. 1, 2013 to Aug. 28, 2014	'
Borrowings during period	'	$256,000
Ski Debts [Member]	'	'
Terms of convertible debt	'	'
Information	'Secured by all the assets of OSM	'
Borrowings during period	$2,700,000	'
Minimum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	7.00%	'
Maximum [Member]	'	'
Terms of convertible debt	'	'
Interest rate	12.75%	'

Debt_Details_6

Debt (Details 6) (USD $)	3 Months Ended	9 Months Ended		12 Months Ended
	31-May-14	31-May-14	31-May-14	Aug. 31, 2013
			Notes - Secured [Member]	Notes - Secured [Member]
Unsecured convertiable debt activity	'	'	'	'
Carry forward balance	'	'	$3,246,902	'
Borrowings (Series 6)	'	'	'	256,000
Repayment of Debt	'	'	-50,000	'
Conversion to stock of secured debt	'	'	-206,000	'
Settlement of debt	290,902	290,902	-290,902	'
Reclassification of accrued interest on debt from debt to accrued interest	'	'	'	-251,711
Ending balance	'	'	$2,700,000	$3,246,902

Debt_Details_7

Debt (Details 7) (USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Notes - Unsecured [Member]	'	'
Unsecured note activity	'	'
Carry forward balance	$1,127,183	'
Reclassification from derivative to demand debt	'	100,500
Borrowings	378,000	422,500
Repayments	-554,770	-204,000
Reclassification from convertible to demand debt	'	520,683
Amount converted into stock	-133,500	'
Ending balance	816,913	1,127,183
Unsecured note one [Member]	'	'
Unsecured note activity	'	'
Carry forward balance	769,413	'
Ending balance	769,413	769,413
Summary of Unsecured notes	'	'
Unsecured note information	'Represents current convertible demand debt	'Represents current convertible demand debt
Maturity	'Aug 3, 2013 to Sept 16, 2014	'Aug 3, 2013 to Sept 16, 2014
Unsecured note two [Member]	'	'
Unsecured note activity	'	'
Carry forward balance	10,000	'
Ending balance	10,000	10,000
Summary of Unsecured notes	'	'
Unsecured note information	'Represents an advance from a third party	'Represents an advance from a third party
Maturity	'Due on demand	'Due on demand
Unsecured note three [Member]	'	'
Unsecured note activity	'	'
Carry forward balance	37,500	'
Ending balance	$37,500	$37,500
Summary of Unsecured notes	'	'
Unsecured note information	'	'
	The Company is in litigation regarding this debt; see Note 9 Litigation, Claims and Assessments.	The Company is in litigation regarding this debt; see Note 9 Litigation, Claims and Assessments.
Maturity	'In litigation	'In litigation

Debt_Details_8

Debt (Details 8) (USD $)	31-May-14	Aug. 31, 2013
Summary of debt	'	'
Debt - net	$5,845,315	$6,000,664
Debt Discount [Member]	'	'
Summary of debt	'	'
Total outstanding debt	5,983,370	6,585,432
Carry forward debt discount - net	-584,768	-404,088
Debt discount	-270,544	-994,214
Amortization of debt discount	717,257	813,534
Debt - net	$5,845,315	$6,000,664

Debt_Details_Textual

Debt (Details Textual) (USD $)

9 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

31-May-14

Aug. 31, 2013

31-May-13

31-May-14

31-May-14

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

31-May-14

31-May-14

31-May-14

Aug. 31, 2013

Feb. 28, 2014

31-May-14

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

31-May-14

Aug. 31, 2013

Common Stock [Member]

Series 4 debt [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured Derivative Liabilities [Member]

Convertible debt - Unsecured [Member]

Convertible debt - Unsecured [Member]

Convertible debt - Unsecured [Member]

Convertible debt - Unsecured [Member]

Notes - Secured [Member]

Notes - Secured [Member]

Notes - Secured [Member]

Notes - Secured [Member]

Notes - Unsecured [Member]

Notes - Unsecured [Member]

Debt Discount [Member]

Debt Discount [Member]

Unsecured note one [Member]

Unsecured note one [Member]

Series 2 [Member]

Series 2 [Member]

Series 3 [Member]

Series 3 [Member]

Series 4 debt [Member]

Series 5 debt [Member]

Ski Debts [Member]

Debt (Textual)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Debt default, totaling

$1,621,597

$558,183

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$290,902

'

'

'

'

'

'

'

Remaining debt discount to be amortized

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

138,055

'

'

'

Amortization of financing costs

'

'

'

'

'

'

'

'

'

'

'

'

'

'

9,322

'

'

'

'

'

'

'

'

'

'

Issuance of common stock for forbearance agreement ($0.60/share), share

'

'

'

275,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Issuance of common stock for forbearance agreement, Fair value

'

'

'

165,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Issuance of common stock for forbearance agreement, per share value

'

'

$0.60

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Debt discount

'

'

'

'

'

60,410

297,153

'

'

'

'

77,645

287,615

10,750

64,270

'

'

'

'

'

'

270,544

994,214

'

'

Borrowings during period

'

'

'

'

'

'

1,000,000

724,750

265,000

735,000

735,000

644,160

409,000

274,097

592,610

'

256,000

'

2,700,000

378,000

422,500

'

'

'

'

Convertible demand debt

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

816,913

1,127,183

'

'

769,413

769,413

Conversion of accrued interest to stock

'

'

'

'

'

53,753

'

'

'

'

'

'

'

'

'

14,300

'

'

'

'

'

'

'

'

'

Accrued interest, addition to principal debt

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

3,140

'

'

'

'

'

Debt issue cost

'

'

'

'

'

'

'

'

'

'

'

'

'

'

13,000

'

'

'

'

'

'

'

'

'

'

Addition to principal amount

8,000,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Description for debt conversion

'

'

'

'

'

'

'

'Fixed conversion price of $1.00($1.00 warrants)

'Fixed conversion price of $1.00($1.00 warrants)

'Fixed conversion price of $0.40 ($0.75 warrants)

'Fixed conversion price of $0.40($0.75 warrants)

'

'

'Fixed conversion price of $0.75

'

'

'

'

'Secured by all the assets of OSM

'

'

'

'

'

'

The Company compared the value of both the old and new convertible debt and determined that the present value of the cash flows associated with the new convertible debt did not exceeded the present value of the old convertible debt by more than 10%, which resulted in the application of modification accounting.

Zero percent (0%) interest if repaid within 3 months; Convertible at the lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan

Repaid of debt

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$15,000

'

'

'

$18,613

'

'

'

'

'

Derivative_Liabilities_Details

Derivative Liabilities (Details) (USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Summary of fair value of conversion feature	'	'
Carry forward balance	$1,895,630	$513,493
Fair value at the commitment date for convertible notes	181,924	527,796
Fair value at the commitment date for warrants issued	'	78,777
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability	'	'
Loss on debt extinguishment	147,893	338,507
Fair value mark-to-market adjustment	-1,842,726	437,057
Derivative liabilities (balance)	$382,721	$1,895,630

Derivative_Liabilities_Details1

Derivative Liabilities (Details 1)	9 Months Ended
	31-May-14
Commitment Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Exercise price	'Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan
Expected dividends	0.00%
Expected term: convertible debt and warrants	'6 months
Remeasurement Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Exercise price	'Lesser of $0.47 or 65% of the lowest trade price in the then prior 25 days, but only after 180 days from the date of the loan
Expected dividends	0.00%
Expected term: convertible debt and warrants	'6 months
Minimum [Member] | Commitment Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Expected volatility	116.00%
Risk free interest rate	0.10%
Minimum [Member] | Remeasurement Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Expected volatility	116.00%
Risk free interest rate	0.10%
Maximum [Member] | Commitment Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Expected volatility	137.00%
Risk free interest rate	0.13%
Maximum [Member] | Remeasurement Date [Member]	'
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants	'
Expected volatility	139.00%
Risk free interest rate	0.13%

Stockholders_Deficit_Details

Stockholders' Deficit (Details) (USD $)	9 Months Ended
	31-May-14	31-May-13
Schedule of common stock issued	'	'
Stock issued for services, Fair value	$583,550	'
Stock issued for debt, Fair value	813,729	'
Common Stock [Member]	'	'
Schedule of common stock issued	'	'
Stock issued for cash, Shares	2,980,000	'
Stock issued for cash, Fair value	776,000	'
Stock issued for services, Shares	1,326,798	'
Stock issued for services, Fair value	583,550	'
Stock issued in connection with forbearance, Shares	275,000	'
Stock issued in connection with forbearance, Fair Value	165,000	'
Stock issued in connection with forbearance, Value per share	$0.60	'
Stock issued for debt, Shares	3,592,218	'
Stock issued for debt, Fair value	$827,329	'
Stock cancelled, Shares	-200,000	'
Minimum [Member] | Common Stock [Member]	'	'
Schedule of common stock issued	'	'
Stock issued for cash, Value per share	$0.20	'
Stock issued for services, Value per share	$0.34	'
Stock issued for debt, Value per share	$0.20	'
Maximum [Member] | Common Stock [Member]	'	'
Schedule of common stock issued	'	'
Stock issued for cash, Value per share	$0.40	'
Stock issued for services, Value per share	$0.69	'
Stock issued for debt, Value per share	$0.34	'

Stockholders_Deficit_Details_1

Stockholders' Deficit (Details 1) (Stock Option [Member], USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Stock Option [Member]	'	'
Summary of the Company's stock option / warrant activity	'	'
Beginning Balance	1,975,000	'
Weighted Average Exercise Price, Beginning Balance	$0.53	'
Granted	'	'
Weighted Average Exercise Price, Granted	'	'
Exercised	'	'
Weighted Average Exercise Price, Exercised	'	'
Forfeited/Cancelled	'	'
Weighted Average Exercise Price, Forfeited/Cancelled	'	'
Ending Balance	1,975,000	1,975,000
Weighted Average Exercise Price, Ending Balance	$0.51	$0.53
Weighted Average Remaining Contractual Life, Balance	'6 years 2 months 26 days	'7 years 5 months 9 days
Aggregate intrinsic value, Balance	'	$408,250
Outstanding options held by related parties (May 31, 2014)	1,450,000	'
Exercisable options held by related parties (May 31, 2014)	1,450,000	'
Exercisable options held by third parties (May 31, 2014)	375,000	'

Stockholders_Deficit_Details_2

Stockholders' Deficit (Details 2) (USD $)	9 Months Ended
	31-May-14
Summary of the Company's non-vested stock options	'
Un-vested Stock Options, Beginning Balance	100,000
Un-vested Stock Options, Granted	'
Un-vested Stock Options, Vested/Exercised	'
Un-vested Stock Options, Forfeited/Cancelled	'
Un-vested Stock Options, Ending Balance	100,000
Weighted Average Grant Date Fair Value, Beginning Balance	$0.75
Weighted Average Grant Date Fair Value, Granted	'
Weighted Average Grant Date Fair Value, Vested/Exercised	'
Weighted Average Grant Date Fair Value, Forfeited/Cancelled	'
Weighted Average Grant Date Fair Value, Ending Balance	'
Weighted average remaining life for vesting	'6 years 8 months 8 days

Stockholders_Deficit_Details_3

Stockholders' Deficit (Details 3) (Stock Warrants [Member], USD $)	9 Months Ended
	31-May-14
Stock Warrants [Member]	'
Summary of the Company's stock option / warrant activity	'
Beginning Balance	5,792,702
Weighted Average Exercise Price, Beginning Balance	$0.67
Granted	480,000
Weighted Average Exercise Price, Granted	$0.80
Exercised	'
Weighted Average Exercise Price, Exercised	'
Forfeited/Cancelled	-334,500
Weighted Average Exercise Price, Forfeited/Cancelled	$1.12
Ending Balance	5,938,202
Weighted Average Exercise Price, Ending Balance	$0.66

Stockholders_Deficit_Details_4

Stockholders' Deficit (Details 4) (Stock Warrants [Member], USD $)	9 Months Ended
	31-May-14
Stock Warrants [Member]	'
Summary of the Company's stock option / warrant activity	'
Range of exercise price, Lower range	$0.40
Range of exericse price, Upper range	$1.25
Number Outstanding	5,938,202
Weighted Average Remaining Contractual Life (in years)	'3 years 7 days
Weighted Average Exercise Price	$0.66
Number Exercisable	5,938,202
Weighted Average Exercise Price	$0.66
Intrinsic Value	$0

Stockholders_Deficit_Details_T

Stockholders' Deficit (Details Textual) (USD $)	9 Months Ended	12 Months Ended
	31-May-14	Aug. 31, 2013
Stockholders Deficit (Textual)	'	'
Stock based compensation	$344,110	$3,499
Stock options vested	7,687	'
Stock Warrants [Member]	'	'
Stockholders Deficit (Textual)	'	'
Warrants exercisable period	'3 years	'
Common Stock [Member]	'	'
Stockholders Deficit (Textual)	'	'
Series A stock Converted To Common Stock	234,213	'
Convertible Preferred Stock [Member]	'	'
Stockholders Deficit (Textual)	'	'
Liquidation amount of preferred share, Per share	$1	'
Conversion of preference share into common stock	'1:1 basis at par value ($0.001)	'
Series A stock Converted To Common Stock	234,213	'
Additional Paid-In Capital	'	'
Stockholders Deficit (Textual)	'	'
Stock based compensation	$344,110	'

Commitments_and_Contingencies_

Commitments and Contingencies (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 26, 2010	31-May-14	31-May-13	31-May-14	31-May-13	Aug. 31, 2013
Commitments and Contingencies (Textual)	'	'	'	'	'	'
Royalty Expense	'	$56,250	$56,250	$168,750	$168,750	'
Compensation cost	'	'	'	248,942	'	3,499
Settlement	950,000	'	'	'	'	'
Secured Debt	290,000	'	'	'	'	'
January 1, 2013 [Member]	'	'	'	'	'	'
Commitments and Contingencies (Textual)	'	'	'	'	'	'
Compensation cost	'	'	'	83,982	'	'
Gourmet Sales and Marketing LLC, [Member]	'	'	'	'	'	'
Commitments and Contingencies (Textual)	'	'	'	'	'	'
Sales commissions upon sales and marketing agreement	'	'	'	37,500	'	'
Original Soupman Inc [Member]	'	'	'	'	'	'
Commitments and Contingencies (Textual)	'	'	'	'	'	'
Settlement	350,000	'	'	'	'	'
D&O insurance carrier [Member]	'	'	'	'	'	'
Commitments and Contingencies (Textual)	'	'	'	'	'	'
Settlement	$600,000	'	'	'	'	'

Going_Concern_Details

Going Concern (Details) (USD $)	9 Months Ended
	31-May-14	31-May-13	Aug. 31, 2013
Going Concern (Textual)	'	'	'
Net Loss	($1,830,354)	($3,059,876)	'
Net cash used in operating activities	-1,057,639	-1,333,121	'
Working capital deficit	9,900,000	'	'
Stockholders' Deficit	-9,792,338	'	-10,668,723
Raise in debt and/or equity financing	$8,000,000	'	'

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	9 Months Ended		0 Months Ended	9 Months Ended
	31-May-14	Aug. 31, 2013	Jul. 03, 2014	31-May-14	31-May-14	31-May-14
			Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]
					Minimum [Member]	Maximum [Member]
Subsequent Events (Textual)	'	'	'	'	'	'
Common stock, shares, issued for services	'	'	'	20,000	'	'
Common stock issued for services, per share	'	'	'	'	$0.28	$0.29
Common stock, fair value, issued for services	$583,550	'	'	$5,700	'	'
Common stock, shares, issued for cash	44,823,949	36,615,720	'	40,000	'	'
Common stock issued for cash, per share	$0.25	'	'	$0.25	'	'
Common stock, fair value, issued for cash	44,825	36,616	'	10,000	'	'
Convertible promissory note value	280,000	'	350,000	'	'	'
Conversion price per share	$0.60	'	'	'	'	'
Convertible promissory note, maturity date	'	'	1-Oct-14	'	'	'
Restricted shares issued to the Note holder	'	'	900,000	'	'	'
Restricted shares issued to the Note holder, value	'	'	$261,000	'	'	'