Soupman (SOUPQ) 10-Q 19 Mar 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Nov. 30, 2014	Mar. 19, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	SOUPMAN, INC.
Entity Central Index Key	1475273
Amendment Flag	FALSE
Current Fiscal Year End Date	-23
Document Type	10-Q
Document Period End Date	30-Nov-14
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		51,627,566

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Nov. 30, 2014	Aug. 31, 2014
Current Assets
Cash	$30,750	$14,179
Accounts receivable - net	415,941	358,296
Inventory	397,658	467,658
Prepaid expenses and other	17,152	39,769
Total Current Assets	861,501	879,902
Property and equipment - net	12,225	13,486
Other Assets
Accounts receivable - related parties - net	96,334	76,335
Due from franchisee	78,683	62,683
Debt issue costs	13,023	22,096
Intangible assets - net	6,261	10,978
Other assets	4,800	9,692
Total Other Assets	199,101	181,784
Total Assets	1,072,827	1,075,172
Current Liabilities
Accounts payable and accrued liabilities	4,593,259	4,539,930
Accounts payable and accrued liabilities - related parties	650,498	530,769
Convertible debt - net of discount	2,742,791	2,576,043
Non convertible debt - net of discount	3,498,074	3,533,192
Deferred franchise revenue	118,750	122,750
Derivative liabilities	830,131	180,418
Total Current Liabilities	12,433,503	11,483,102
Equity
Series A convertible Preferred stock, par value $0.001; 2,500,000 shares authorized; 931,360 issued and outstanding	932	932
Common stock, par value $0.001; 75,000,000 shares authorized; 51,057,566 and 47,170,509 issued and outstanding	51,058	47,171
Additional paid in capital	12,273,959	12,114,969
Accumulated deficit	-23,004,407	-21,881,988
Total stockholders' deficit	-10,678,458	-9,718,916
Noncontrolling interest in subsidiary	-682,218	-689,014
Total equity	-11,360,676	-10,407,930
Total Liabilities and Stockholders' Deficit	$1,072,827	$1,075,172

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Consolidated Balance Sheets [Abstract]
Series A convertible Preferred stock, par value	$0.00	$0.00
Series A convertible Preferred stock, shares authorized	2,500,000	25,000,000
Series A convertible Preferred stock, shares issued	931,360	931,360
Series A convertible Preferred stock, shares outstanding	931,360	931,360
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	51,057,566	47,170,509
Common stock, shares outstanding	51,057,566	47,170,509

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Revenue
Soup sales - net	$600,234	$1,072,216
Franchise royalties	41,250	29,432
Total revenue	641,484	1,101,648
Cost of sales	573,797	967,027
Gross profit	67,687	134,621
Operating expenses:
General and administrative	508,811	939,742
Royalty	18,067	56,250
Total operating expenses	526,878	995,992
Loss from operations	-459,191	-861,371
Other income (expense)
Interest income		1,866
Interest expense	-306,719	-382,060
Forbearance agreement		-165,000
Prepayment of debt penalty		-56,700
Change in fair value of derivative liabilities	-349,713	960,181
Total other income (expense) - net	-656,432	358,287
Net loss including noncontrolling interest	-1,115,623	-503,084
Income (loss) attributable to noncontrolling interest	6,796	-5,677
Net loss attributable to Soupman	($1,122,419)	($497,407)
Basic and diluted loss per common share	($0.02)	($0.01)
during the period - basic and diluted	48,071,202	37,226,004

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	Noncontrolling Interest
Beginning Balance at Aug. 31, 2014	($10,407,930)	$932	$47,171	$12,114,969	($21,881,988)	($689,014)
Beginning Balance, Shares at Aug. 31, 2014		931,360	47,170,509
Stock based compensation	45,304			45,304
Issuance of common stock for services rendered ($0.03 - $0.19/share)	33,600		1,030	32,570
Issuance of common stock for services rendered ($0.03 - $0.19/share), Shares			1,030,000
Issuance of common stock for debt and accrued interest ($0.02 - $0.10/share)	83,973		2,857	81,116
Issuance of common stock for debt and accrued interest ($0.02 - $0.10/share), Shares			2,857,057
Net Loss	-1,115,623				-1,122,419	6,796
Ending Balance at Nov. 30, 2014	($11,360,676)	$932	$51,058	$12,273,959	($23,004,407)	($682,218)
Ending Balance, Shares at Nov. 30, 2014		931,360	51,057,566

Consolidated_Statement_of_Stoc1

Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical) (USD $)	3 Months Ended
	Nov. 30, 2014
Statement Of Stockholder's Equity [Abstract]
Issuance of common stock for services rendered, minimum (per share)	$0.03
Issuance of common stock for services rendered, maximum (per share)	$0.19
Issuance of common stock for debt and accrued interest, minimum (per share)	$0.02
Issuance of common stock for debt and accrued interest, maximum (per share)	$0.10

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Cash Flows From Operating Activities:
Net loss	($1,115,623)	($503,084)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,261	2,245
Amortization of intangibles	4,717	4,718
Amortization of debt discount	183,482	225,029
Amortization of debt issue cost	9,073	6,130
Stock issued for compensation	45,304	127,382
Stock issued for services	33,600	122,000
Stock issued for forbearance agreement		165,000
Change in fair market value of derivative liabilities	349,713	-960,181
(Increase) Decrease in:
Accounts receivable	-57,645	-46,625
Accounts receivable - related party	-19,999	27,889
Inventory	70,000	-35,842
Other assets	4,892
Prepaid expenses	22,617	5,913
Increase (Decrease) in:
Accounts payable and accrued liabilities	53,329	678,137
Accounts payable and accrued liabilities - related parties	119,729	1,680
Deferred franchise revenue	-4,000
Net Cash Used in Operating Activities	-299,550	-179,609
Cash Flows From Investing Activities:
Due from franchisee		-7,730
Due from franchisee - related party	-16,000	-16,311
Purchase of property and equipment		-7,090
Net Cash Used in Investing Activities	-16,000	-31,131
Cash Flows From Financing Activities:
Proceeds from issuance of notes	383,500	270,000
Repayment of debt	-51,379	-382,683
Cash paid for direct offering costs of convertible notes payable and issuance of common stock		-3,000
Proceeds from issuance of common stock		316,000
Net Cash Provided by Financing Activities	332,121	200,317
Net increase (decrease) in cash	16,571	-10,423
Cash at beginning of period	14,179	114,894
Cash at end of period	30,750	104,471
Supplemental disclosures of cash flow information:
Cash paid for interest	1,000	80,231
Cash paid for taxes
Supplemental disclosures of non-cash investing and financing activities:
Debt discount recorded on derivatives	300,000
Stock issued for debt	$83,973

Significant_Accounting_Policie

Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Nov. 30, 2014
Significant Accounting Policies and Basis of Presentation [Abstract]
Significant Accounting Policies and Basis of Presentation	Note 1 - Significant Accounting Policies and Basis of Presentation
	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, 2014, 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, 2014. The interim results for the period ended November 30, 2014 are not necessarily indicative of results for the full fiscal year.
	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 November 30, 2014 and August 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
				Nov. 30,		Aug. 30,
				2014		2014
	Derivative Liabilities (Level 3)		$	830,131	$	180,418
	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 5.
	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 November 30, 2014 and August 31, 2014, respectively, due to the short-term nature of these instruments.

Accounts_Receivable_Accounts_R

Accounts Receivable / Accounts Receivable - Related Parties	3 Months Ended
	Nov. 30, 2014
Accounts & Franchisee Receivable / Franchisee Receivable - Related Parties [Abstract]
Accounts Receivable / Accounts Receivable - Related Parties	Note 2 - Accounts Receivable / Accounts Receivable - Related Parties
	Accounts receivable consisted of the following at November 30, 2014 and August 31, 2014.
		Nov. 30,			August 31,
		2014			2014
	Accounts receivable	$	649,037		$	590,199
	Allowance for doubtful accounts		(233,096	)		(231,903	)
	Accounts receivable – net	$	415,941		$	358,296
	Related-parties accounts receivable including amounts due from franchisees consisted of the following at November 30, 2014 and August 31, 2014.
		Nov. 30,			August 31,
		2014			2014
	Accounts receivable, related parties	$	96,334		$	76,335
	Due from franchisee					62,683
	Accounts receivable, related parties – net	$	96,334		$	139,018

Accounts_Payable_and_Accrued_L

Accounts Payable and Accrued Liabilities Related Parties	3 Months Ended
	Nov. 30, 2014
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]
Accounts Payable and Accrued Liabilities - Related Parties	Note 3 – Accounts Payable and Accrued Liabilities – Related Parties
	Accounts payable and accrued liabilities – related parties consist of the following at November 30, 2014 and August 31, 2014:
		Nov. 30,		August 31,
		2014		2014
	Accrued payroll	$	565,698	$	452,569
	Accrued expenses (auto allowances)		84,800		78,200
	Total	$	650,498	$	530,769

Debt

Debt	3 Months Ended
	Nov. 30, 2014
Debt [Abstract]
Debt	Note 4 – Debt
	Debt consists of the following at November 30, 2014 and August 31, 2014:
	Description		Nov. 30,				Aug. 31,
			2014				2014
	A. Unsecured convertible debt – Derivative Liabilities - net		$	1,759,920			$	1,533,154
	B. Convertible debt – Unsecured			1,434,707				1,378,207
	Less : debt discount			(451,836	)			(335,318	)
	Convertible debt – net			982,871				1,042,889
	C. Notes – Secured			2,700,000				2,700,000
	D. Notes – Unsecured			798,074				833,192
	Total debt		$	6,240,865			$	6,109,235
	Debt in default consists of secured and unsecured notes totaling $2,700,000 and $2,477,586 at November 30, 2014, and $2,546,597 and $1,646,768 at August 31, 2014, respectively.
	The corresponding debts above are more fully discussed below:
	(A)           Unsecured Convertible Debt – Derivative Liabilities
	During the three months ended November 30, 2014, the Company issued unsecured convertible debt and warrants that had an embedded conversion feature in the form of an anti-dilution provision (ratchet feature); see Note 5. During the year ended August 31, 2014, the Company converted certain of its convertible debts to derivative debt because of the application of an embedded conversion feature in the form of an anti-dilution provision (ratchet feature); see Note 5.
	This debt includes the following terms:
	Description		Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest Rate					12	%			N/A
	Maturity Date(s)					Oct. 7, 2015				June 24, 2014 to
										Dec. 9, 2014
	Series 5		Converted to a derivative after 180 days; see Note 4(b).			-				73,404
	Series 10		Fixed conversion price of $0.04  (no warrants)			283,739				-
	During the year ended August 31, 2014, the Company entered into various debts that could have become a derivative if not pad within 180 days (Series 1 debts); the Company entered into no such debt during the three months ended November 30, 2014. During the year ended August 31, 2014, the Company paid $158,400 as a non-payment of debt penalty against these debts; the Company made no such payments during the three months ended November 30, 2014.
	Unsecured convertible debt recorded as a derivative liability consists of the following:
	Description		Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	1,533,154			$	1,732,250
	Borrowings			300,000				-
	Repayment of convertible debt			(16,261	)			(118,500	)
	Reclassification of convertible non-derivative debt to derivative debt			-				347,160
	Conversion of convertible non-derivative debt to stock			(56,973	)			(427,756	)
	Ending balance		$	1,759,920			$	1,533,154
	(B)           Convertible Debt – Unsecured
	During the three months ended November 30, 2014, and the year ended August 31, 2014, the Company issued unsecured convertible debt (that was not recorded as a derivative liability.) This debt includes the following terms:
			Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest rate					8	%			12	%
	Default interest rate					22	%			N/A
	Term					9 months				1 year
	Maturity					Jun. 9, 2015				Aug. 3, 2014 to
										Aug. 20, 2014
	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 loan date			-				1,380,526
	Series 7 debt		1-year, 12% interest, fixed conversion at $0.60			83,500				280,000
	Series 8 debt		24 month, 8% interest, fixed conversion at $0.40		$	-			$	100,000
	Series 9 debt		9 months, 8% interest, fixed conversion at $0.02			83,500				-
	In connection with Series 5 debt and for the year ended August 31, 2014, the Company incurred $25,000 in debt issue costs.
	Holders of Series 5 debt are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above.
	In connection with its series 7 debt, and for the years ended August 31, 2014 the Company issued 900,000 shares of its common stock with a fair value of $270,000; there were no shares issued during the three months ended November 30, 2014.
	Convertible debt consists of the following activity and terms:
			Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	1,378,207			$	479,097
	Borrowings			83,500				1,246,270
	Repayment of convertible debt			-				-
	Conversion of convertible debt to stock			(27,000	)			-
	Reclassification of convertible debt to derivative debt			-				(347,160	)
	Ending balance		$	1,434,707			$	1,378,207
	(C)           Notes - Secured
	Secured notes consist of the following activity and terms:
			Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest Rate					7% - 12.75	%			7% - 12.75	%
	Maturity					Sep. 1, 2014-				Sep. 1, 2014-
Aug. 28, 2014						Aug. 28, 2014
SKI debts		Secured by all the assets of OSM			2,700,000				2,700,000
The total amounts owed to both secured debt holders represent amounts originally owed by SKI which were guaranteed by the Company.
		Nov. 30,				Aug. 31,
		2014				2014
Carry forward balance		$	2,700,000			$	3,246,902
Repayment of debt			-				(50,000	)
Conversion of debt to common stock			-				(206,000	)
Removal of secured debt associated with deconsolidation of VIE			-				(290,902	)
Ending balance		$	2,700,000			$	2,700,000
(D)           Notes – Unsecured Demand Notes
Unsecured demand notes consist of the following:
Description		Nov. 30,				Aug. 31,
		2014				2014
Carry forward balance		$	833,192			$	1,127,183
Borrowings			-				626,870
Repayments			(35,118	)			(708,861	)
Conversion of demand debt to stock			-				(212,000	)
Ending balance		$	798,074			$	833,192
Unsecured demand notes at August 31, 2014 and 2013 consist of the following:
Amount				Information		Maturity
$	750,574			Represents current convertible demand debt		Nov. 6, 2014 – May 10, 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 8.		In litigation
E)           Debt discount
For the three months ended November 30, 2014 and the year ended August 31, 2014, the Company recorded debt discount of $300,000 and $610,064, respectively.
For the three months ended November 30, 2014, debt discount consisted of $300,000 related to its series 10 debt, which contained embedded conversion options that are required to be bifurcated and reported at fair value (see Note 4(A)).
For the year ended August 31, 2014, debt discount consists of $66,843 related to notes that contained embedded conversion options that are required to be bifurcated and reported at fair value (see Note 4(A)) and, $543,221 related to convertible debt that contained a beneficial conversion feature (see Note 4(B)).
Debt – net of discount consist of the following:
		Nov. 30,				Aug. 31,
		2014				2014
Total outstanding debt		$	6,692,701			$	6,444,553
Carry forward debt discount – net			(335,318	)			(584,768	)
Additional debt discount			(300,000	)			(610,064	)
Amortization of debt discount			183,482				859,514
Debt  – net		$	6,240,865			$	6,109,235
The Company’s remaining debt discount of $451,837 will be fully amortized during fiscal year 2016.
The Company recorded debt discount relating to its derivative debt to the extent of gross proceeds raised in its debt financing transactions, and immediately expensed the remaining value of the derivative if it exceeded the gross proceeds of the note.  The Company recorded a derivative expense of $529,808 and $0 for the three months ended November 30, 2014 and the year ended August 31, 2014, respectively.

Derivative_Liabilities

Derivative Liabilities	3 Months Ended
	Nov. 30, 2014
Derivative Liabilities [Abstract]
Derivative Liabilities	Note 5 – Derivative Liabilities
	During the three months ended November 30, 2014, the Company identified conversion features embedded within its convertible debt (see Note 4(A)).
	The fair value of the Company’s derivative liabilities at November 30, 2014 and August 31, 2014 is as follows:
		Nov. 30,				Aug. 31,
		2014				2013
	Carry forward balance	$	180,418			$	1,895,630
	Fair value at the commitment date for convertible notes		829,808				241,444
	Loss on debt extinguishment		-				147,893
	Fair value mark-to-market adjustment		(180,095	)			(2,104,549	)
	Derivative liabilities (balance)	$	830,131			$	180,418
	The Company incurred a derivate expense of $529,808, which is included in the change in fair value in derivative liabilities on both the Company’s statement of operations and cash flow.
	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 three months ended November 30, 2014:
	Three months ended	Commitment Date		Re-measurement Date
	Exercise price	$0.04 per share		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	294	%	169% to 316	%
	Expected term: convertible debt and warrants	1 year		.18 to 1.48 years
	Risk free interest rate	0.10	%	0.02	%

Stockholders_Deficit

Stockholders' Deficit

3 Months Ended

Nov. 30, 2014

Stockholders' Deficit [Abstract]

Stockholders' Deficit

Note 6 - Stockholders’ Deficit

During the three months ended November 30, 2014, the Company expensed $45,304 in stock based compensation and offset this amount to APIC. This amount is comprised of compensation expenses relating to certain contractual commitments (See Note 8).

(A)        Series A – Convertible Preferred Stock

Holders of the Company’s Series A 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 three months ended November 30, 2014, no preferred stock was converted into common stock

(B)        Common Stock

For the three months ended November 30, 2014, the Company issued the following shares of common stock:

Type

Shares

Fair value

Range of

value

per share

Stock  issued for services

1,030,000

$

33,600

$

0.03 - $0.19

Stock issued for debt

2,857,057

$

83,973

$

0.02 - $0.10

Fair value for the share issued was based upon the quoted closing trading price on the dates shares were issued and the conversion prices for the stock issued for debt.

(C)       Stock Options

The Company issued no stock options during the three months ended November 30, 2014.

The following is a summary of the Company’s stock option activity for the three months ended November 30, 2014:

Options

Weighted

Weighted

Aggregate

Average

Average

Intrinsic

Exercise Price

Remaining

Value

Contractual  Life

Balance – August 31, 2014

1,975,000

$

0.53

7.44 years

408,250

Granted

-

-

Exercised

-

-

Forfeited

-

-

Balance – November 30, 2014

1,975,000

$

0.51

5.76 years

-

Outstanding options held by related parties (November 30, 2014)

1,450,000

Exercisable options held by related parties (November 30, 2014)

1,450,000

Exercisable options held by third parties (November 30, 2014)

425,000

The following is a summary of the Company’s unvested stock options at November 30, 2014:

Un-vested

Weighted

Stock Options

Average

Grant Date

Fair Value

Unvested – August 31, 2014

100,000

$

0.75

Granted

-

-

Vested/Exercised

-

-

Forfeited/Cancelled

-

-

Unvested – November 30, 2014

100,000

$

-

Weighted average remaining life for vesting

6.19 years

No options vested during the three months ended November 30, 2014; therefore, the Company had no expense related to options that vested.

(D)       Stock Warrants

The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 2014:

Number of

Weighted Average

Warrants

Exercise

Price

Balance at August 31, 2014

5,938,202

$

0.67

Granted

-

-

Exercised

-

-

Forfeited/Cancelled

-

-

Balance at November 30, 2014

5,938,202

$

0.66

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

2.52

$

0.66

5,938,202

$

0.66

$

0

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Nov. 30, 2014
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 7 - Commitments and Contingencies
	Commitments
	During the three months ended November 30, 2014, the Company recorded stock-based compensation expense of $45,304 in connection with a June 2012 agreement, (as further described in the Company’s Annual Report filed on Form 10-K for the year ended August 31, 2014.)
	Litigations, Claims and Assessments
	Soupman, Inc. is one of several defendants in a lawsuit filed by Gourmet Sales and Marketing, LLC (“GSM”) in July 2011 in the Supreme Court of the City of New York (Case Index 651961/2011). 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.  The matter is in the discovery 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, and the Company believes that punitive damages are without basis.
	Soupman, Inc. is a defendant in a lawsuit filed by Mark Hellner and four other plaintiffs in New York State Supreme Court (Case Index No. 6083/2014). The plaintiffs are holders of a series of notes issued by the Company and are seeking repayment of the notes with interest. The plaintiffs have prevailed in the action and on December 23, 2014 submitted a proposed judgment in the amount of $263,941.43.  The Court received the proposed judgment and did not immediately enter the judgment.  Instead, in early January 2015 the court requested that counsel attempt to agree on the prejudgment interest calculations due and then present a stipulated judgment. To date, no such agreement has been reached. No assurance can be given as to when the judgment in this case will be entered. In addition, the entry of this judgment could have a material adverse effect on the Company and its business operations.
	The Original Soupman, Inc. Kiosk Concepts Inc. and International Gourmet Soups Inc. are defendants in a lawsuit filed by Penny Fern Hart in New York State Supreme Court (Case Index No. 653215/ 2014) in which Hart is demanding repayment of a note in the amount of $1,500,000 plus interest for 2014 and collection costs. We believe. Hart has tortuously interfered with the Company’s business, business relationships and attempted capital financings and that the interference has had negative impact on the Company's business and enterprise value. The case is in discovery phase and the Company believes it will prove liability on the part of Hart. No assurance can be given as to the ultimate outcome of this action or its effect on the Company.  In the event the Company is not successful in defending this action it would likely have a material adverse effect on the Company and its business operations.
	Soupman, Inc. is also a defendant in a filed by Hart in New York State Supreme Court (Case Index No. 650501/14) in which Hart is seeking, among other things, to have a restricted legend removed from 550,000 shares of Soupman, Inc. common stock. The Company believes that Hart has breached the terms of the Forbearance Agreement, dated May 20, 2011, as amended, which she entered into with the Company, and specifically that she sold shares that she was not entitled to sell by its terms, and, as such, and the restriction should not be lifted until a full accounting is made of her sales. The case is in discovery phase and the Company believes it will prevail in proving Hart breached the Forbearance Agreement. No assurance can be given as to the ultimate outcome of these actions or its effect on the Company.  In the event the Company is not successful in defending this action it could likely have a material adverse effect on the Company and its business operations.

Going_Concern

Going Concern	3 Months Ended
	Nov. 30, 2014
Going Concern [Abstract]
Going Concern	Note 8 - Going Concern
	As reflected in the accompanying financial statements, the Company had a net loss of approximately $1.3 million and net cash used in operations of approximately $0.3 million for the three months ended November 30, 2014, and a working capital deficit of approximately $11.1 million and a stockholders’ deficit of approximately $10.9 million at November 30, 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 equity financing of $3.0 million
	●	seeking to increase sales and distribution of Tetra Pak products; and
	●	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	3 Months Ended
	Nov. 30, 2014
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events
	The following unregistered securities were issued by the Company between December 1, 2014 and March 6, 2015:
	Series B Preferred Stock
	The Company issued 4,715,000 shares of Series B Preferred Stock at $0.20 per share, for cash proceeds of $943,000.

Significant_Accounting_Policie1

Significant Accounting Policies and Basis of Presentation (Policies)	3 Months Ended
	Nov. 30, 2014
Significant Accounting Policies and Basis of Presentation [Abstract]
Basis of Presentation	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, 2014, 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, 2014. The interim results for the period ended November 30, 2014 are not necessarily indicative of results for the full fiscal year.
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 November 30, 2014 and August 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
				Nov. 30,		Aug. 30,
				2014		2014
	Derivative Liabilities (Level 3)		$	830,131	$	180,418
	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 5.
	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 November 30, 2014 and August 31, 2014, respectively, due to the short-term nature of these instruments.

Significant_Accounting_Policie2

Significant Accounting Policies and Basis of Presentation (Tables)	3 Months Ended
	Nov. 30, 2014
Significant Accounting Policies and Basis of Presentation [Abstract]
Schedule of Derivative Instrument			Nov. 30,		Aug. 30,
			2014		2014
	Derivative Liabilities (Level 3)	$	830,131	$	180,418

Accounts_Receivable_Accounts_R1

Accounts Receivable / Accounts Receivable - Related Parties (Tables)	3 Months Ended
	Nov. 30, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Summary of accounts receivable / accounts receivable - franchisee - related Parties		Nov. 30,			August 31,
		2014			2014
	Accounts receivable	$	649,037		$	590,199
	Allowance for doubtful accounts		(233,096	)		(231,903	)
	Accounts receivable – net	$	415,941		$	358,296
Related parties [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Summary of accounts receivable / accounts receivable - franchisee - related Parties
		Nov. 30,			August 31,
		2014			2014
	Accounts receivable, related parties	$	96,334		$	76,335
	Due from franchisee					62,683
	Accounts receivable, related parties – net	$	96,334		$	139,018

Accounts_Payable_and_Accrued_L1

Accounts Payable and Accrued Liabilities Related Parties (Tables)	3 Months Ended
	Nov. 30, 2014
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]
Schedule of related parties accounts payable		Nov. 30,		August 31,
		2014		2014
	Accrued payroll	$	565,698	$	452,569
	Accrued expenses (auto allowances)		84,800		78,200
	Total	$	650,498	$	530,769

Debt_Tables

Debt (Tables)	3 Months Ended
	Nov. 30, 2014
Debt Instrument [Line Items]
Summary of debt
			Nov. 30,				Aug. 31,
			2014				2014
	Total outstanding debt		$	6,692,701			$	6,444,553
	Carry forward debt discount – net			(335,318	)			(584,768	)
	Additional debt discount			(300,000	)			(610,064	)
	Amortization of debt discount			183,482				859,514
	Debt  – net		$	6,240,865			$	6,109,235
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Summary of debt instruments
	Description		Nov. 30,				Aug. 31,
			2014				2014
	A. Unsecured convertible debt – Derivative Liabilities - net		$	1,759,920			$	1,533,154
	B. Convertible debt – Unsecured			1,434,707				1,378,207
	Less : debt discount			(451,836	)			(335,318	)
	Convertible debt – net			982,871				1,042,889
	C. Notes – Secured			2,700,000				2,700,000
	D. Notes – Unsecured			798,074				833,192
	Total debt		$	6,240,865			$	6,109,235
Terms of Convertiable unsecured debt	Description		Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest Rate					12	%			N/A
	Maturity Date(s)					Oct. 7, 2015				June 24, 2014 to
										Dec. 9, 2014
	Series 5		Converted to a derivative after 180 days; see Note 4(b).			-				73,404
	Series 10		Fixed conversion price of $0.04  (no warrants)			283,739				-
Unsecured Convertiable debt activity	Description		Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	1,533,154			$	1,732,250
	Borrowings			300,000				-
	Repayment of convertible debt			(16,261	)			(118,500	)
	Reclassification of convertible non-derivative debt to derivative debt			-				347,160
	Conversion of convertible non-derivative debt to stock			(56,973	)			(427,756	)
	Ending balance		$	1,759,920			$	1,533,154
Convertible debt - Unsecured [Member]
Debt Instrument [Line Items]
Summary of debt instruments			Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest rate					8	%			12	%
	Default interest rate					22	%			N/A
	Term					9 months				1 year
	Maturity					Jun. 9, 2015				Aug. 3, 2014 to
										Aug. 20, 2014
	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 loan date			-				1,380,526
	Series 7 debt		1-year, 12% interest, fixed conversion at $0.60			83,500				280,000
	Series 8 debt		24 month, 8% interest, fixed conversion at $0.40		$	-			$	100,000
	Series 9 debt		9 months, 8% interest, fixed conversion at $0.02			83,500				-
Unsecured Convertiable debt activity			Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	1,378,207			$	479,097
	Borrowings			83,500				1,246,270
	Repayment of convertible debt			-				-
	Conversion of convertible debt to stock			(27,000	)			-
	Reclassification of convertible debt to derivative debt			-				(347,160	)
	Ending balance		$	1,434,707			$	1,378,207
Notes - Secured [Member]
Debt Instrument [Line Items]
Unsecured Convertiable debt activity			Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	2,700,000			$	3,246,902
	Repayment of debt			-				(50,000	)
	Conversion of debt to common stock			-				(206,000	)
	Removal of secured debt associated with deconsolidation of VIE			-				(290,902	)
	Ending balance		$	2,700,000			$	2,700,000
Secured/Unsecured note activity			Information		Nov. 30,				Aug. 31,
					2014				2014
	Interest Rate					7% - 12.75	%			7% - 12.75	%
	Maturity					Sep. 1, 2014-				Sep. 1, 2014-
						Aug. 28, 2014				Aug. 28, 2014
	SKI debts		Secured by all the assets of OSM			2,700,000				2,700,000
Notes - Unsecured [Member]
Debt Instrument [Line Items]
Unsecured Convertiable debt activity	Description		Nov. 30,				Aug. 31,
			2014				2014
	Carry forward balance		$	833,192			$	1,127,183
	Borrowings			-				626,870
	Repayments			(35,118	)			(708,861	)
	Conversion of demand debt to stock			-				(212,000	)
	Ending balance		$	798,074			$	833,192
Summary of Unsecured notes
	Amount				Information		Maturity
	$	750,574			Represents current convertible demand debt		Nov. 6, 2014 – May 10, 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 8.		In litigation

Derivative_Liabilities_Tables

Derivative Liabilities (Tables)	3 Months Ended
	Nov. 30, 2014
Derivative Liabilities [Abstract]
Summary of fair value of the conversion feature		Nov. 30,				Aug. 31,
		2014				2013
	Carry forward balance	$	180,418			$	1,895,630
	Fair value at the commitment date for convertible notes		829,808				241,444
	Loss on debt extinguishment		-				147,893
	Fair value mark-to-market adjustment		(180,095	)			(2,104,549	)
	Derivative liabilities (balance)	$	830,131			$	180,418
Assumptions for measuring of fair value at the commitment and re-measurement dates for convertible debt and warrants
	Three months ended	Commitment Date		Re-measurement Date
	Exercise price	$0.04 per share		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	294	%	169% to 316	%
	Expected term: convertible debt and warrants	1 year		.18 to 1.48 years
	Risk free interest rate	0.10	%	0.02	%

Stockholders_Deficit_Tables

Stockholders' Deficit (Tables)	3 Months Ended
	Nov. 30, 2014
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 services		1,030,000	$	33,600		$	0.03 - $0.19
	Stock issued for debt		2,857,057	$	83,973		$	0.02 - $0.10
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, 2014		1,975,000	$	0.53			7.44 years			408,250
	Granted		-		-
	Exercised		-		-
	Forfeited		-		-
	Balance – November 30, 2014		1,975,000	$	0.51			5.76 years			-
	Outstanding options held by related parties (November 30, 2014)		1,450,000
	Exercisable options held by related parties (November 30, 2014)		1,450,000
	Exercisable options held by third parties (November 30, 2014)		425,000
Summary of the Company's unvested stock options		Un-vested		Weighted
		Stock Options		Average
				Grant Date
				Fair Value
	Unvested – August 31, 2014		100,000	$	0.75
	Granted		-		-
	Vested/Exercised		-		-
	Forfeited/Cancelled		-		-
	Unvested – November 30, 2014		100,000	$	-
	Weighted average remaining life for vesting		6.19 years
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, 2014		5,938,202	$	0.67
	Granted		-		-
	Exercised		-		-
	Forfeited/Cancelled		-		-
	Balance at November 30, 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			2.52		$	0.66	5,938,202	$	0.66	$	0

Description_of_Business_and_Su

Description of Business and Summary of Significant Accounting Policies (Details) (USD $)	Nov. 30, 2014	Aug. 31, 2014	Aug. 31, 2013
Significant Accounting Policies and Basis of Presentation [Abstract]
Derivative liabilities	$830,131	$180,418	$1,895,630

Accounts_Receivable_Accounts_R2

Accounts Receivable / Accounts Receivable - Related Parties (Details) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Summary of accounts receivable
Accounts receivable	$649,037	$590,199
Allowance for doubtful accounts	-233,096	-231,903
Accounts receivable - net	415,941	358,296
Related parties [Member]
Summary of accounts receivable
Accounts receivable	96,334	76,335
Allowance for doubtful accounts		62,683
Accounts receivable - net	$96,334	$139,018

Accounts_Payable_and_Accrued_L2

Accounts Payable and Accrued Liabilities Related Parties (Details) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Accounts Payable and Accrued Liabilities - Related Parties [Abstract]
Accrued Payroll	$565,698	$452,569
Accrued expenses (auto allowances)	84,800	78,200
Total	$650,498	$530,769

Debt_Details

Debt (Details) (USD $)	Nov. 30, 2014	Aug. 31, 2014	Aug. 31, 2013
Summary of debt
Debt - net	$6,240,865	$6,109,235
Unsecured Convertible Debt - Derivative Liabilities [Member]
Summary of debt
Convertible debt - Unsecured	1,759,920	1,533,154	1,732,250
Convertible debt - Unsecured [Member]
Summary of debt
Convertible debt - Unsecured	1,434,707	1,378,207	479,097
Less : debt discount	-451,836	-335,318
Convertible debt - net	982,871	1,042,889
Notes - Secured [Member]
Summary of debt
Convertible debt - Unsecured	2,700,000	2,700,000	3,246,902
Note - Secured	2,700,000	2,700,000
Notes - Unsecured [Member]
Summary of debt
Notes - Unsecured	$798,074	$833,192	$1,127,183

Debt_Details_1

Debt (Details 1) (Unsecured Convertible Debt - Derivative Liabilities [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Terms of convertible debt
Interest rate	12.00%
Maturity date	Oct. 7, 2015	June 24, 2014 to Dec. 9, 2014
Debt conversion information		Within 180 days (Series 1 debts).
Borrowings during period	$300,000
Series 5 [Member]
Terms of convertible debt
Debt conversion information	Converted to a derivative after 180 days; see Note 4(b).	Converted to a derivative after 180 days; see Note 4(b).
Borrowings during period		73,404
Series 10 [Member]
Terms of convertible debt
Debt conversion information	Fixed conversion price of $0.04 (no warrants)	Fixed conversion price of $0.04 (no warrants)
Borrowings during period	$283,739

Debt_Details_2

Debt (Details 2) (Unsecured Convertible Debt - Derivative Liabilities [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Unsecured Convertible Debt - Derivative Liabilities [Member]
Unsecured convertiable debt activity
Carry forward balance	$1,533,154	$1,732,250
Borrowings	300,000
Repayment of convertible debt	-16,261	-118,500
Reclassification of convertible non-derivative debt to derivative debt		347,160
Conversion of convertible non-derivative debt to stock	-56,973	-427,756
Ending balance	$1,759,920	$1,533,154

Debt_Details_3

Debt (Details 3) (Convertible debt - Unsecured [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Terms of convertible debt
Interest rate	8.00%	12.00%
Default interest rate	22	N/A
Term	9 months	1 year
Maturity Date	Jun. 9, 2015	Aug. 3, 2014 to Aug 20, 2014
Borrowings during period	$83,500	$1,246,270
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 loan date	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 loan date
Borrowings during period		1,380,526
Series 7 debt [Member]
Terms of convertible debt
Debt conversion information	1-year, 12% interest, fixed conversion at $0.60	1-year, 12% interest, fixed conversion at $0.60
Borrowings during period	83,500	280,000
Series 8 debt [Member]
Terms of convertible debt
Debt conversion information	24 month, 8% interest, fixed conversion at $0.40	24 month, 8% interest, fixed conversion at $0.40
Borrowings during period		100,000
Series 9 debt [Member]
Terms of convertible debt
Debt conversion information	9 months, 8% interest, fixed conversion at $0.02	9 months, 8% interest, fixed conversion at $0.02
Borrowings during period	$83,500

Debt_Details_4

Debt (Details 4) (Convertible debt - Unsecured [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Convertible debt - Unsecured [Member]
Unsecured convertiable debt activity
Carry forward balance	$1,378,207	$479,097
Borrowings	83,500	1,246,270
Repayment of convertible debt
Conversion of convertible debt to stock	-27,000
Reclassification of convertible debt to derivative debt		-347,160
Ending balance	$1,434,707	$1,378,207

Debt_Details_5

Debt (Details 5) (Notes - Secured [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Terms of convertible debt
Maturity	Sep. 1, 2014- Aug. 28, 2014	Sep. 1, 2014 to Aug. 28, 2014
Borrowings during period
Ski Debts [Member]
Terms of convertible debt
Information	Secured by all the assets of OSM	Secured by all the assets of OSM
Borrowings during period	$2,700,000	$2,700,000
Minimum [Member]
Terms of convertible debt
Interest rate	7.00%	7.00%
Maximum [Member]
Terms of convertible debt
Interest rate	12.75%	12.75%

Debt_Details_6

Debt (Details 6) (Notes - Secured [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Notes - Secured [Member]
Unsecured convertiable debt activity
Carry forward balance	$2,700,000	$3,246,902
Repayment of debt		-50,000
Conversion of debt to common stock		-206,000
Removal of secured debt associated with deconsolidation of VIE		-290,902
Ending balance	$2,700,000	$2,700,000

Debt_Details_7

Debt (Details 7) (USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Notes - Unsecured [Member]
Unsecured note activity
Carry forward balance	$833,192	$1,127,183
Borrowings		626,870
Repayment of Debt	-35,118	-708,861
Conversion of demand debt to stock		-212,000
Ending balance	798,074	833,192
Unsecured note one [Member]
Unsecured note activity
Carry forward balance	750,574	750,574
Ending balance	750,574	750,574
Summary of Unsecured notes
Unsecured note information	Represents current convertible demand debt	Represents current convertible demand debt
Maturity	Nov. 6, 2014 May 10, 2014	Nov. 6, 2014 May 10, 2014
Unsecured note two [Member]
Unsecured note activity
Carry forward balance	10,000	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	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 8.	The Company is in litigation regarding this debt; see Note 8.
Maturity	In litigation	In litigation

Debt_Details_8

Debt (Details 8) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Summary of debt
Debt - net	$6,240,865	$6,109,235
Debt discount [Member]
Summary of debt
Total outstanding debt	6,692,701	6,444,553
Carry forward debt discount - net	-335,318	-584,768
Less : debt discount	-300,000	-610,064
Amortization of debt discount	183,482	859,514
Debt - net	$6,240,865	$6,109,235

Debt_Details_Textual

Debt (Details Textual) (USD $)	3 Months Ended		12 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Aug. 31, 2014
Debt (Textual)
Non-payment of debt penalty			$158,400
Prepayment of debt penalty		-56,700
Derivative expense	529,808
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt (Textual)
Description for debt conversion			Within 180 days (Series 1 debts).
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 5 [Member]
Debt (Textual)
Description for debt conversion	Converted to a derivative after 180 days; see Note 4(b).		Converted to a derivative after 180 days; see Note 4(b).
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 10 [Member]
Debt (Textual)
Description for debt conversion	Fixed conversion price of $0.04 (no warrants)		Fixed conversion price of $0.04 (no warrants)
Convertible debt - Unsecured [Member]
Debt (Textual)
Debt conversion, Amount	-27,000
Debt discount	451,836		335,318
Convertible debt - Unsecured [Member] | Series 4 [Member]
Debt (Textual)
Debt discount			10,750
Debt convertible price			$0.75
Convertible debt - Unsecured [Member] | Series 5 [Member]
Debt (Textual)
Description for debt conversion	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 loan date		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 loan date
Debt issuance costs			25,000
Beneficial conversion feature			0
Convertible debt - Unsecured [Member] | Series 7 debt [Member]
Debt (Textual)
Description for debt conversion	1-year, 12% interest, fixed conversion at $0.60		1-year, 12% interest, fixed conversion at $0.60
Debt conversion, shares issuable			900,000
Debt conversion, Amount			270,000
Convertible debt - Unsecured [Member] | Series 8 debt [Member]
Debt (Textual)
Description for debt conversion	24 month, 8% interest, fixed conversion at $0.40		24 month, 8% interest, fixed conversion at $0.40
Convertible debt - Unsecured [Member] | Series 9 debt [Member]
Debt (Textual)
Description for debt conversion	9 months, 8% interest, fixed conversion at $0.02		9 months, 8% interest, fixed conversion at $0.02
Notes - Secured [Member]
Debt (Textual)
Debt default of secured and unsecured notes	2,700,000		2,546,597
Debt conversion, Amount			-206,000
Notes - Secured [Member] | SKI litigation [Member]
Debt (Textual)
Description for debt conversion	Secured by all the assets of OSM		Secured by all the assets of OSM
Notes - Unsecured [Member]
Debt (Textual)
Debt default of secured and unsecured notes	2,477,586		1,646,768
Debt discount [Member]
Debt (Textual)
Debt discount	300,000		610,064
Debt Instrument discount bifurcated			66,843
Beneficial conversion feature			543,221
Remaining debt discount to be amortized			451,837
Debt discount [Member] | Series 10 [Member]
Debt (Textual)
Debt discount	$300,000

Derivative_Liabilities_Details

Derivative Liabilities (Details) (USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Summary of fair value of conversion feature
Carry forward balance	$180,418	$1,895,630
Fair value at the commitment date for convertible notes	829,808	241,444
Loss on debt extinguishment		147,893
Fair value mark-to-market adjustment	-180,095	-2,104,549
Derivative liabilities (balance)	$830,131	$180,418

Derivative_Liabilities_Details1

Derivative Liabilities (Details 1)	3 Months Ended
	Nov. 30, 2014
Commitment Date [Member]
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants
Exercise price	$0.04 per share
Expected dividends	0.00%
Expected volatility	294.00%
Expected term: convertible debt and warrants	1 year
Risk free interest rate	0.10%
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%
Risk free interest rate	0.02%
Minimum [Member] | Remeasurement Date [Member]
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants
Expected volatility	169.00%
Expected term: convertible debt and warrants	2 months 5 days
Maximum [Member] | Remeasurement Date [Member]
Fair value assumptions at the commitment and re-measurement dates for convertible debt and warrants
Expected volatility	316.00%
Expected term: convertible debt and warrants	1 year 5 months 23 days

Derivative_Liabilities_Details2

Derivative Liabilities (Details Textual) (USD $)	3 Months Ended
	Nov. 30, 2014
Derivative Liabilities [Abstract]
Derivative expense	$529,808

Stockholders_Deficit_Details

Stockholders' Deficit (Details) (USD $)	3 Months Ended
	Nov. 30, 2014
Schedule of common stock issued
Stock issued for services, Fair value	$33,600
Stock issued for debt, Fair value	83,973
Common Stock [Member]
Schedule of common stock issued
Stock issued for services, Shares	1,030,000
Stock issued for services, Fair value	33,600
Stock issued for debt, Shares	2,857,057
Stock issued for debt, Fair value	$83,973
Minimum [Member] | Common Stock [Member]
Schedule of common stock issued
Stock issued for services, Value per share	$0.03
Stock issued for debt, Value per share	$0.02
Maximum [Member] | Common Stock [Member]
Schedule of common stock issued
Stock issued for services, Value per share	$0.19
Stock issued for debt, Value per share	$0.10

Stockholders_Deficit_Details_1

Stockholders' Deficit (Details 1) (Stock Options [Member], USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Stock Options [Member]
Summary of the Company's stock option / warrant activity
Beginning Balance	1,975,000
Granted
Exercised
Forfeited
Ending Balance	1,975,000	1,975,000
Weighted Average Exercise Price, Beginning Balance	$0.53
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Ending Balance	$0.51	$0.53
Weighted Average Remaining Contractual Life	5 years 9 months 4 days	7 years 5 months 9 days
Aggregate Intrinsic Value, Beginning balance	$408,250
Aggregate Intrinsic Value, Ending balance		$408,250
Outstanding options held by related parties (November 30, 2014)	1,450,000
Exercisable options held by related parties (November 30, 2014)	1,450,000
Exercisable options held by third parties (November 30, 2014)	425,000

Stockholders_Deficit_Details_2

Stockholders' Deficit (Details 2) (Stock Options [Member], USD $)	3 Months Ended
	Nov. 30, 2014
Stock Options [Member]
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 2 months 9 days

Stockholders_Deficit_Details_3

Stockholders' Deficit (Details 3) (Stock Warrants [Member], USD $)	3 Months Ended
	Nov. 30, 2014
Stock Warrants [Member]
Summary of the Company's stock option / warrant activity
Beginning Balance	5,938,202
Granted (other)
Exercised
Forfeited
Ending Balance	5,938,202
Weighted Average Exercise Price, Beginning Balance	$0.67
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Ending Balance	$0.66

Stockholders_Deficit_Details_4

Stockholders' Deficit (Details 4) (Stock Warrants [Member], USD $)	3 Months Ended
	Nov. 30, 2014
Stock Warrants [Member]
Summary of the Company's stock option / warrant activity
Range of exercise price, Lower range	$0.40
Range of exercise price, Upper range	$1.25
Number Outstanding	5,938,202
Weighted Average Remaining Contractual Life (in years)	2 years 6 months 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 $)	3 Months Ended
	Nov. 30, 2014
Stockholders Deficit (Textual)
Stock based compensation	$45,304
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)

Commitments_and_Contingencies_

Commitments and Contingencies (Details) (USD $)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Commitments and Contingencies (Textual)
Compensation cost	$45,304
Proposed judgement amount		263,941.43
Repayments of notes		1,500,000
Restricted shares of common stock		550,000
Gourmet Sales and Marketing LLC, [Member]
Commitments and Contingencies (Textual)
Sales commissions upon sales and marketing agreement		$37,500

Going_Concern_Details

Going Concern (Details) (USD $)	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Aug. 31, 2014
Going Concern (Textual)
Net Loss	($1,115,623)	($503,084)
Net cash used in operating activities	-299,550	-179,609
Working capital deficit	11,100,000
Stockholders' deficit	-10,678,458		-9,718,916
Equity financing	$3,000,000

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	3 Months Ended
	Nov. 30, 2014	Aug. 31, 2014
Subsequent Events (Textual)
Series A convertible Preferred stock, shares issued	931,360	931,360
Series A convertible Preferred stock, par value	$0.00	$0.00
Subsequent Event [Member] | Series B Preferred Stock [Member]
Subsequent Events (Textual)
Series A convertible Preferred stock, shares issued	4,715,000
Series A convertible Preferred stock, par value	$0.20
Proceeds from issuance of preferred stock	$943,000