Soupman (SOUPQ) 10-Q 19 Jan 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2015	Jan. 19, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	SOUPMAN, INC.
Entity Central Index Key	1,475,273
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	Nov. 30, 2015
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		73,890,063

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Current Assets
Cash	$ 226,332	$ 611,354
Accounts receivable - net	276,200	180,766
Inventory	231,436	358,934
Prepaid expenses	44,182	47,506
Total Current Assets	778,150	1,198,560
Property and equipment - net	7,199	$ 8,438
Other Assets
Accounts receivable - related parties - net	5,414
Due from franchisees	41,272	$ 16,273
Due from other	115,000
Intangible assets - net	210	$ 1,577
Other	4,800	4,800
Total Other Assets	166,696	22,650
Total Assets	952,045	1,229,648
Current Liabilities
Accounts payable and accrued liabilities	4,127,594	4,319,988
Accounts payable and accrued liabilities - related parties	165,858	196,709
Convertible debt - net of discount	1,296,597	1,296,597
Current portion of non convertible debt - net of discount	2,250,967	$ 3,082,563
Obligation to issue shares	158,800
Deferred revenue	189,249	$ 118,750
Derivative liabilities	117,101	239,748
Total Current Liabilities	8,306,166	$ 9,254,355
Long Term Liabilities
Non convertible debt	830,000
Total Long Term Liabilities	830,000
Total Liabilities	$ 9,136,166	$ 9,254,355
Stockholders' Deficit
Preferred stock
Common stock, par value $0.001; 75,000,000 shares authorized, 73,890,063 and 70,967,340 issued and outstanding	$ 73,891	$ 70,968
Additional paid in capital	17,887,010	17,410,385
Accumulated deficit	(25,487,223)	(24,821,607)
Total Stockholders' Deficit	(7,505,847)	(7,321,231)
Noncontrolling interest	(678,274)	(703,476)
Total Deficit	(8,184,121)	(8,024,707)
Total Liabilities and Stockholders' Deficit	952,045	1,229,648
Series A Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	879	882
Total Deficit	879	882
Series B Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	19,596	18,141
Total Deficit	$ 19,596	$ 18,141

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2015	Aug. 31, 2015
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	73,890,063	70,967,340
Common stock, shares outstanding	73,890,063	70,967,340
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	878,639	881,360
Preferred stock, shares outstanding	878,639	881,360
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	19,596,051	18,141,051
Preferred stock, shares outstanding	19,596,051	18,141,051

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Revenue
Soup sales - net	$ 572,297	$ 600,234
Franchise sales - net	101,431
Franchise royalties	47,934	$ 41,250
Total revenue	721,662	641,484
Cost of sales	397,350	573,797
Gross profit	324,312	67,687
Operating expenses:
General and administrative	714,284	508,811
Royalty	18,249	18,067
Total operating expenses	732,533	526,878
Loss from operations	(408,221)	(459,191)
Other income (expense)
Interest expense	(100,660)	$ (306,719)
Gain on settlement of accounts payable - net	21,062
Loss on settlement of debt	(275,242)
Change in fair value of derivative liabilities	122,647	$ (349,713)
Total other expense	(232,193)	(656,432)
Net loss including non controlling interest	(640,414)	(1,115,623)
Net income attributable to noncontrolling interest	25,202	6,796
Net loss attributable to Soupman	$ (665,616)	$ (1,122,419)
Basic and diluted loss per share:	$ (0.01)	$ (0.02)
Weighted average number of common shares outstanding during the period - basic and diluted	72,277,520	48,071,302

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit (Unaudited) - 3 months ended Nov. 30, 2015 - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]	Total
Beginning balance at Aug. 31, 2015	$ 882	$ 18,141	$ 70,968	$ 17,410,385	$ (24,821,607)	$ (703,476)	$ (8,024,707)
Beginning balance, shares at Aug. 31, 2015	881,360	18,141,051	70,967,340
Stock based compensation ($0.04/ share)			$ 1,250	48,750			50,000
Stock based compensation ($0.04/ share), shares			1,250,001
Issuance of common stock for services rendered ($0.09 - $0.14 /share)			$ 170	19,830			20,000
Issuance of common stock for services rendered ($0.09 - $0.14 /share), shares			170,001
Issuance of common stock in settlement of debt ($0.08 /share)			$ 1,500	118,500			120,000
Issuance of common stock in settlement of debt ($0.08 /share), shares			1,500,000
Issuance of preferred stock for cash ($0.20)		$ 1,455		289,545			$ 291,000
Issuance of preferred stock for cash ($0.20), shares		1,455,000
Conversion of preferred stock to common stock	$ (3)		$ 3
Conversion of preferred stock to common stock, shares	(2,721)		2,721
Net loss					(665,616)	25,202	$ (640,414)
Ending balance at Nov. 30, 2015	$ 879	$ 19,596	$ 73,891	$ 17,887,010	$ (25,487,223)	$ (678,274)	$ (8,184,121)
Ending balance, shares at Nov. 30, 2015	878,639	19,596,051	73,890,063

Consolidated Statement of Stoc6

Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical)	Nov. 30, 2015$ / shares
Series B Convertible Preferred Stock [Member]
Stock issued for cash, issuance price per share	$ 0.20
Common Stock [Member]
Stock issued for stock based compensation, price per share	0.04
Stock issued for debt & accrued interest, issuance price per share	0.08
Common Stock [Member] | Minimum [Member]
Stock issued for services rendered, issuance price per share	0.09
Common Stock [Member] | Maximum [Member]
Stock issued for services rendered, issuance price per share	$ 0.14

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Cash Flows From Operating Activities:
Net loss	$ (640,414)	$ (1,115,623)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	1,239	1,261
Amortization of intangibles	$ 1,367	4,717
Amortization of debt discount		183,482
Amortization of debt issue cost		9,073
Stock based compensation	$ 50,000	45,304
Stock issued for services	20,000	$ 33,600
Stock issued to settle debt	120,000
Change in fair market value of derivative liabilities	(122,647)	$ 349,713
Gain on settlement of accounts payable	(21,062)
Loss on settlement of debt	155,242
Due from other	(115,000)
(Increase) decrease in:
Accounts receivable	(95,434)	$ (57,645)
Accounts receivable - related party	(5,414)	(19,999)
Inventory	127,498	70,000
Prepaid expenses	$ 3,324	22,617
Other assets		4,892
Accounts payable and accrued liabilities	$ (158,832)	53,329
Accounts payable and accrued liabilities - related parties	(30,851)	119,729
Deferred franchising revenue	70,499	(4,000)
Net Cash Used in Operating Activities	(640,485)	$ (299,550)
Cash Flows From Investing Activities:
Due from franchisee	$ (24,999)
Due from franchisees - related party		$ (16,000)
Net Cash Used in Investing Activities	$ (24,999)	(16,000)
Cash Flows From Financing Activities:
Proceeds from issuance of notes		$ 383,500
Proceeds from issuance of preferred stock for cash	$ 291,000
Obligation to issue shares of Series B for cash	158,800
Repayment of debt and accrued interest	(169,338)	$ (51,379)
Net Cash Provided by Financing Activities	280,462	332,121
Net increase (decrease) in cash	(385,022)	16,571
Cash at beginning of year	611,354	14,179
Cash at end of year	$ 226,332	30,750
Supplemental disclosures of cash flow information:
Cash paid for interest		$ 1,000
Cash paid for taxes
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of accrued commissions to debt	$ 12,500
Conversion of Series A preferred stock to common stock	$ 3
Debt discount recorded on derivatives		$ 300,000
Common stock issued in connection with debt financing		$ 83,973

Significant Accounting Policies

Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Nov. 30, 2015
Accounting Policies [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, the rules and regulations of the United States Securities and Exchange Commission for interim financial reporting the instructions to Form 10-Q, and Article 8-03 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, 2015, 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, 2015. The interim results for the period ended November 30, 2015 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. November 30, August 31, Derivative liabilities (balance) $ 117,101 $ 239,748 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 3. 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, 2015 and August 31, 2015, respectively, due to the short-term nature of these instruments.

Debt

Debt	3 Months Ended
	Nov. 30, 2015
Debt Disclosure [Abstract]
Debt	Note 2 - Debt Debt consists of the following at November 30, 2015 and August 31, 2015: Description November 30, August 31, A. Unsecured convertible debt – derivative liabilities $ 1,296,597 $ 1,296,597 Less : debt discount — — Convertible debt – net 1,296,597 1,296,597 B. Unsecured convertible debt – non-derivatives — — Less : debt discount — — Convertible debt – net — — C. Unsecured demand/term debt 1,445,725 382,563 D. Secured debt 1,635,242 2,700,000 Total debt $ 4,377,564 $ 4,379,160 Debt in default consists of secured and unsecured notes totaling approximately $1.9 million and $2.6 million at November 30, 2015 and August 31, 2015, respectively. The corresponding debts above are more fully discussed below: (A) Unsecured Convertible Debt – Derivative Liabilities Description November 30, August 31, Carry forward balance $ 1,296,597 $ 1,533,154 Borrowings — 300,000 Repayment of derivative debt — (32,692 ) Conversion of derivative debt to stock — (790,712 ) Reclassification of convertible debt to derivative debt due to tainting — 286,847 Ending balance $ 1,296,597 $ 1,296,597 A summation of derivative debt issued during the three months ended November 30, 2015 and the year ended August 31, 2015, respectively, are set out below: Description Information November 30, August 31, Interest Rate 10% Maturity Date(s) Oct. 6, 2016 Series 10 10% per annum interest; convertible on demand at $0.04 300,000 Series 5 Converted to a derivative after 180 days; see note 2(b). — Total derivative debt at November 30, 2015 and August 31, 2015 consists of the following. Description Information November 30, August 31, Series 2 Convertible at $1.00 per share $ 120,000 $ 120,000 Series 3 Convertible at $0.75 per share 72,500 72,500 Series 4 Convertible at $0.75 per share 724,097 724,097 Series 7 Convertible at $0.60 per share 280,000 280,000 Series 8 Convertible at $0.40 per share 100,000 100,000 Total $ 1,296,597 $ 1,296,597 (B) Unsecured Convertible Debt – Non-derivatives Description November 30, August 31, Carry forward balance $ — $ 1,378,207 Borrowings — 83,500 Repayment of convertible debt — (631,819 ) Conversion of convertible debt to stock — (844,250 ) Gain on debt settlement — (48,791 ) Reclassification of convertible debt to derivative due to tainting — 63,153 Ending balance $ — $ — A summation of unsecured convertible non-derivative debt issued during the three months ended November 30, 2015 and the year ended August 31, 2015, respectively, are set out below: Description Information November 30, August 31, Interest rate 8% Default interest rate N/A Term 9 months Maturity Sep. 5, 2014 to June 9, 2015 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 — Series 7 debt 1-year, 12% interest, fixed conversion at $0.60 — Series 8 debt 24 month, 8% interest, fixed conversion at $0.40 — Series 9 debt 9 month, 8% interest, convertible after 180 days at $0.02 per share. $ $ 83,500 (C) Unsecured Demand/Term Debt Unsecured demand notes consist of the following at November 30, 2015 and August 31, 2015: Description November 30, August 31, Carry forward balance $ 382,563 $ 833,192 Borrowings — 100,000 Repayments (49,338 ) (150,629 ) Conversion into master license agreement (100,000 ) — Conversion of demand debt to stock — (50,000 ) Rollup of accrued commissions to term debt 12,500 — Reclassification from secured debt 1,200,000 — Reclassification to derivative debt due to tainting — (350,000 ) Ending balance $ 1,445,725 $ 382,563 On November 16, 2015, the Company entered into a Master License Agreement (“MLA”) with The Grilled Cheese Truck, Inc., a Nevada corporation (“GCT”). As part of the agreement, GCT considered its $100,000 note with the Company as paid in full, and the Company agreed to apply the $100,000 towards the MLA. Unsecured demand notes consisted of the following at November 30, 2015 and August 31, 2015: Information Maturity November 30, August 31, Represents current unsecured demand debt Nov. 6, 2014 – Sep. 30, 2015 $ 203,642 $ 335,063 Represents an advance from a third party Due on demand 10,000 10,000 Represents debt previously listed as secured debt Due on demand 1,200,000 — The Company settled litigation in this matter during the period; see Note 5. Settled 32,083 37,500 Total $ 1,445,725 $ 382,563 During the quarter ended November 30, 2015, the Company settled a debt dispute with GSM for $50,000 plus 1,500,000 shares of common stock, having a fair value of $120,000 based upon the quoted closing price of the Company’s common stock on the date of the settlement. The Company recorded a loss of $120,000 on the issuance of the shares and a gain on settlement of accounts payable brought about by the reduction of accrued commissions due GSM of $9,474; the remaining accrued commissions were reclassed to debt. The value of the shares was recognized as part of loss on settlement of debt during the period. See note 5. (D) Secured Debt Description November 30, August 31, Carry forward balance $ 2,700,000 $ 2,700,000 Additional debt brought about in debt settlement 155,242 — Repayment of debt (20,000 ) — Reclassification to unsecured debt (1,200,000 ) — Ending balance $ 1,635,242 $ 2,700,000 During the quarter ended November 30, 2015, the Company settled a debt dispute with Penny Hart. In connection with this debt, Hart has agreed to convert $1,100,000 of the debt into shares of the Company’s stock, which will be reflected in our 10-Q for the period ending February 28, 2015. The Company incurred a loss of $155,242 in connection with this settlement, which is shown as a loss on settlement of debt on the Company’s statement on operations. See Note 5. Secured debt consisted of the following activity and terms for the three months ended November 30, 2015 and the year ended August 31, 2015, respectively: Information November 30, August 31, Interest Rate 5.00% 12.75% Maturity November 9, 2018 Aug. 8, 2014 Secured by all the assets of OSM $ 1,635,242 $ 2,700,000 (E) Debt discount November 30, August 31, Total outstanding debt $ 4,377,564 $ 4,379,160 Carry forward debt discount – net — (335,318 ) Debt discount — (316,102 ) Amortization of debt discount — 621,009 Reclassification of debt discount — 30,411 Debt – net $ 4,377,564 $ 4,379,160 The Company records debt discount relating to its derivative debt to the extent of gross proceeds raised in its debt financing transactions, and immediately expenses the remaining value of the derivative if it exceeded the gross proceeds of the note. No derivative expenses were incurred during the three months ended November 30, 2015.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Nov. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	Note 3 - Derivative Liabilities The Company identified conversion features embedded within convertible debt and/or warrants issued during the three months ended November 30, 2015 and the year ended August 31, 2015, respectively, (see Note 2(A)). The fair value of the Company’s derivative liabilities at November 30, 2015 and August 31, 2015 is as follows. November 30, August 31, Carry forward balance $ 239,748 $ 180,418 Fair value at the commitment date for convertible debt — 880,552 Loss on debt extinguishment — 198,132 Fair value mark-to-market adjustment (122,647 ) (817,223 ) Reclassification of derivative associated with convertible debt that was settled — (202,131 ) Derivative liabilities (balance) $ 117,101 $ 239,748 The fair value at the commitment and re-measurement dates for convertible debt and warrants that are treated as derivative liabilities were based upon the following management assumptions for the three months ended November 30, 2015: Commitment Date Re-measurement Date Exercise price N/A $0.35 - $1.00 Expected dividends N/A 0 % Expected volatility N/A 132%-237 % Expected term: convertible debt and warrants N/A 1 week to 6 months Risk free interest rate N/A 0.11%-0.27 %

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Nov. 30, 2015
Equity [Abstract]
Stockholders' Deficit	Note 4 - Stockholders’ Deficit (A) Series A – Convertible Preferred Stock Series A convertible preferred stock consists of the following activity for the three months ended November 30, 2015: Balance – August 31, 2015 $ 881,360 Conversion to common stock (2,721 ) Balance – November 30, 2015 $ 878,639 No gain or loss was recorded in the conversion of preferred to common stock. (B) Series B – Convertible Preferred Stock Series B convertible preferred stock consists of the following activity for the three months ended November 30, 2015: Range of value Type Shares Fair value per share Balance – August 31, 2015 18,141,051 $ 4,501,382 Shares issued for cash 1,455,000 291,000 $0.20 Balance – November 30, 2015 19,596,051 $ 4,792,382 During the three months ended November 30, 2015, the Company sold 794,000 shares of its Series B preferred stock for cash; however, the shares are not included above because the Company did not have sufficient authorized and unissued shares. The Company recorded the fair value of the shares on its Balance Sheet under “obligation to issue shares”. At November 30, 2015 and August 31, 2015, the effective conversion rate of the Company’s Series B preferred shares was less than the market price of the underlying common stock when issued but the Company lacked available common shares to allow Series B shareholders to convert their shares into common shares. These factors created a contingent beneficial conversion feature (“BCF”), which will be accounted for when the contingency is relieved, so long as the effective conversion rate of the Company’s Series B is less than the market price of the underlying common stock when the contingency is relieved. For the quarter ended November 30, 2015 and the year ended August 31, 2015, the Company had contingent BCFs of $246,000 and $2.3 million. (C) Common Stock For the three months ended November 30, 2015, the Company issued the following shares of common stock: 2015 Range of value Type Shares Fair value per share 1. Stock issued for compensation 1,250,001 $ 50,000 $0.04 2. Stock issued for services 170,001 $ 20,000 $0.09 - $0.14 3. Stock issued in connection with debt settlement (see Note 2) 1,500,000 $ 120,000 $0.08 (D) Stock Options There were no stock options issued for the three months ended November 30, 2015. The following is a summary of the Company’s stock option activity for the three months ended November 30, 2015. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance – August 31, 2015 1,975,000 $ 0.53 5.44 years — Granted — — Exercised — — Forfeited — — Balance – November 30, 2015 1,975,000 $ 0.53 5.19 years — Exercisable – November 30, 2015 1,975,000 $ 0.53 5.19 years — Grant date fair value of options granted $ 147,588 Weighted average grant date fair value $ 0.75 Outstanding options held by related parties (November 30, 2015) 1,450,000 Exercisable options held by related parties (November 30, 2015) 1,450,000 For the three months ended November 30, 2015, the Company had no expenses related to vested options. (E) Stock Warrants The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 2015. Any warrants that were not exercised during the term of the warrants are shown in the below table as forfeited: Number of Warrants Weighted Average Exercise Price Balance at August 31, 2015 7,496,140 $ 0.42 Granted (for debt) — — Granted (other) — — Exercised — — Expired (246,250 ) — Balance at November 30, 2015 7,249,890 $ 0.41 Warrants Outstanding Warrants Exercisable Range of exercise price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price Intrinsic Value $0.03 - $1.25 7,249,890 2.18 $ 0.41 7,249,890 2.18 $ 116,500

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Nov. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Litigations, Claims and Assessments On October 9, 2015, the Company settled its litigation with Penny Fern Hart for $2.1 million. As part of the settlement, $1.1 million of the amount will be converted into 2,750,000 shares of the Company’s Series B preferred stock at $0.40 per share. The settlement agreement provides that the remaining $1,000,000 is payable at $10,000 per month over three years bearing a 5% annual interest rate, with a balloon payment of the then remaining balance due upon maturity. As part of this transaction, the Company incurred a loss on the settlement of $155,242 for the three months ended November 30, 2015. On October 15, 2015, the Company settled its litigation with Gourmet Sales and Marketing, LLC (“GSM”), by agreeing to pay GSM $50,000, $15,000 of which was paid on the date of settlement and $35,000 of which will be paid over twelve equal monthly payments of $2,917. As part of this transaction, the Company had a gain on the settlement of $9,474 for the three months ended November 30, 2015. On October 15, 2015, Perry Trebatch filed suit against the Company in the Supreme Court of the City of New York (Case Index 606634/2015) to collect on notes totaling $719,348 plus interest. The Company filled a response on November 15, 2015 and is currently negotiating with Trebatch.

Going Concern

Going Concern	3 Months Ended
	Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 6 - Going Concern As reflected in the accompanying financial statements, for the three months ended November 30, 2015 the Company had a net loss including non-controlling interest of approximately $640,000, net cash used in operations of approximately $640,000, working capital deficit of approximately $7.5 million and a stockholders’ deficit of approximately $8.1 million. 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 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 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 next twelve months. 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 additional equity financing for operations, marketing and potential acquisitions · seeking to increase sales and distribution of Tetra Pak products; · seeking to open new franchise locations nationally through our new master license agreement with GCT; and · 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, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 7 - Subsequent Events Since November 30, 2015, the Company issued 125,000 shares of its Series B preferred stock at $0.20 per shares for cash proceeds of $25,000. On December 31, 2015, the Company entered into a new employment agreement with their CEO. See The Company’s 8-K filed January 5, 2016. On January 15, 2015, Soupman, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Designations for Series C Convertible Preferred Stock authorizing the Company to issue up to 2,500,000 shares par value ($0.001); the Certificate of Designation became effective on January 15, 2015 and carried certain liquidation and conversion rights. A copy of the Certificate of Designations is attached hereto as exhibit 3.1. On January 15, 2015, a shareholder holding 3,450,000 Series B preferred shares, swapped these for 1,725,000 Series C shares.

Significant Accounting Polici15

Significant Accounting Policies and Basis of Presentation (Policies)	3 Months Ended
	Nov. 30, 2015
Accounting Policies [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, the rules and regulations of the United States Securities and Exchange Commission for interim financial reporting the instructions to Form 10-Q, and Article 8-03 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, 2015, 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, 2015. The interim results for the period ended November 30, 2015 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. November 30, August 31, Derivative liabilities (balance) $ 117,101 $ 239,748 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 3. 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, 2015 and August 31, 2015, respectively, due to the short-term nature of these instruments.

Significant Accounting Polici16

Significant Accounting Policies and Basis of Presentation (Tables)	3 Months Ended
	Nov. 30, 2015
Accounting Policies [Abstract]
Schedule of Major Categories of Liabilities Measured at Fair Value on Recurring Basis	November 30, August 31, Derivative liabilities (balance) $ 117,101 $ 239,748

Debt (Tables)

Debt (Tables)	3 Months Ended
	Nov. 30, 2015
Short-term Debt [Line Items]
Schedule of Debt Outstanding	Debt consists of the following at November 30, 2015 and August 31, 2015: Description November 30, August 31, A. Unsecured convertible debt – derivative liabilities $ 1,296,597 $ 1,296,597 Less : debt discount — — Convertible debt – net 1,296,597 1,296,597 B. Unsecured convertible debt – non-derivatives — — Less : debt discount — — Convertible debt – net — — C. Unsecured demand/term debt 1,445,725 382,563 D. Secured debt 1,635,242 2,700,000 Total debt $ 4,377,564 $ 4,379,160
Schedule of Debt Net of Discounts	November 30, August 31, Total outstanding debt $ 4,377,564 $ 4,379,160 Carry forward debt discount – net — (335,318 ) Debt discount — (316,102 ) Amortization of debt discount — 621,009 Reclassification of debt discount — 30,411 Debt – net $ 4,377,564 $ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ 1,296,597 $ 1,533,154 Borrowings — 300,000 Repayment of derivative debt — (32,692 ) Conversion of derivative debt to stock — (790,712 ) Reclassification of convertible debt to derivative debt due to tainting — 286,847 Ending balance $ 1,296,597 $ 1,296,597
Schedule of Terms of Debt Instruments	A summation of derivative debt issued during the three months ended November 30, 2015 and the year ended August 31, 2015, respectively, are set out below: Description Information November 30, August 31, Interest Rate 10% Maturity Date(s) Oct. 6, 2016 Series 10 10% per annum interest; convertible on demand at $0.04 300,000 Series 5 Converted to a derivative after 180 days; see note 2(b). —
Schedule of Total Derivative Debt Outstanding	Total derivative debt at November 30, 2015 and August 31, 2015 consists of the following. Description Information November 30, August 31, Series 2 Convertible at $1.00 per share $ 120,000 $ 120,000 Series 3 Convertible at $0.75 per share 72,500 72,500 Series 4 Convertible at $0.75 per share 724,097 724,097 Series 7 Convertible at $0.60 per share 280,000 280,000 Series 8 Convertible at $0.40 per share 100,000 100,000 Total $ 1,296,597 $ 1,296,597
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ — $ 1,378,207 Borrowings — 83,500 Repayment of convertible debt — (631,819 ) Conversion of convertible debt to stock — (844,250 ) Gain on debt settlement — (48,791 ) Reclassification of convertible debt to derivative due to tainting — 63,153 Ending balance $ — $ —
Schedule of Terms of Debt Instruments	A summation of unsecured convertible non-derivative debt issued during the three months ended November 30, 2015 and the year ended August 31, 2015, respectively, are set out below: Description Information November 30, August 31, Interest rate 8% Default interest rate N/A Term 9 months Maturity Sep. 5, 2014 to June 9, 2015 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 — Series 7 debt 1-year, 12% interest, fixed conversion at $0.60 — Series 8 debt 24 month, 8% interest, fixed conversion at $0.40 — Series 9 debt 9 month, 8% interest, convertible after 180 days at $0.02 per share. $ $ 83,500
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Unsecured demand notes consist of the following at November 30, 2015 and August 31, 2015: Description November 30, August 31, Carry forward balance $ 382,563 $ 833,192 Borrowings — 100,000 Repayments (49,338 ) (150,629 ) Conversion into master license agreement (100,000 ) — Conversion of demand debt to stock — (50,000 ) Rollup of accrued commissions to term debt 12,500 — Reclassification from secured debt 1,200,000 — Reclassification to derivative debt due to tainting — (350,000 ) Ending balance $ 1,445,725 $ 382,563
Schedule of Terms of Debt Instruments	Unsecured demand notes consisted of the following at November 30, 2015 and August 31, 2015: Information Maturity November 30, August 31, Represents current unsecured demand debt Nov. 6, 2014 – Sep. 30, 2015 $ 203,642 $ 335,063 Represents an advance from a third party Due on demand 10,000 10,000 Represents debt previously listed as secured debt Due on demand 1,200,000 — The Company settled litigation in this matter during the period; see Note 5. Settled 32,083 37,500 Total $ 1,445,725 $ 382,563
Secured Debt [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ 2,700,000 $ 2,700,000 Additional debt brought about in debt settlement 155,242 — Repayment of debt (20,000 ) — Reclassification to unsecured debt (1,200,000 ) — Ending balance $ 1,635,242 $ 2,700,000
Schedule of Terms of Debt Instruments	Secured debt consisted of the following activity and terms for the three months ended November 30, 2015 and the year ended August 31, 2015, respectively: Information November 30, August 31, Interest Rate 5.00% 12.75% Maturity November 9, 2018 Aug. 8, 2014 Secured by all the assets of OSM $ 1,635,242 $ 2,700,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Nov. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Fair Value of Derivative Liabilities	The fair value of the Company’s derivative liabilities at November 30, 2015 and August 31, 2015 is as follows. November 30, August 31, Carry forward balance $ 239,748 $ 180,418 Fair value at the commitment date for convertible debt — 880,552 Loss on debt extinguishment — 198,132 Fair value mark-to-market adjustment (122,647 ) (817,223 ) Reclassification of derivative associated with convertible debt that was settled — (202,131 ) Derivative liabilities (balance) $ 117,101 $ 239,748
Schedule of Assumptions Used to Measure Derivative Liabilities	The fair value at the commitment and re-measurement dates for convertible debt and warrants that are treated as derivative liabilities were based upon the following management assumptions for the three months ended November 30, 2015: Commitment Date Re-measurement Date Exercise price N/A $0.35 - $1.00 Expected dividends N/A 0 % Expected volatility N/A 132%-237 % Expected term: convertible debt and warrants N/A 1 week to 6 months Risk free interest rate N/A 0.11%-0.27 %

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Nov. 30, 2015
Class of Stock [Line Items]
Schedule of Stock Option Activity	The following is a summary of the Company’s stock option activity for the three months ended November 30, 2015. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance – August 31, 2015 1,975,000 $ 0.53 5.44 years — Granted — — Exercised — — Forfeited — — Balance – November 30, 2015 1,975,000 $ 0.53 5.19 years — Exercisable – November 30, 2015 1,975,000 $ 0.53 5.19 years — Grant date fair value of options granted $ 147,588 Weighted average grant date fair value $ 0.75 Outstanding options held by related parties (November 30, 2015) 1,450,000 Exercisable options held by related parties (November 30, 2015) 1,450,000
Schedule of Stock Warrant Activity	The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 2015. Any warrants that were not exercised during the term of the warrants are shown in the below table as forfeited: Number of Warrants Weighted Average Exercise Price Balance at August 31, 2015 7,496,140 $ 0.42 Granted (for debt) — — Granted (other) — — Exercised — — Expired (246,250 ) — Balance at November 30, 2015 7,249,890 $ 0.41
Schedule of Stock Warrants Outstanding by Exercise Price Range	Warrants Outstanding Warrants Exercisable Range of exercise price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price Intrinsic Value $0.03 - $1.25 7,249,890 2.18 $ 0.41 7,249,890 2.18 $ 116,500
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Schedule of Stock Issued	Series A convertible preferred stock consists of the following activity for the three months ended November 30, 2015: Balance – August 31, 2015 $ 881,360 Conversion to common stock (2,721 ) Balance – November 30, 2015 $ 878,639
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Schedule of Stock Issued	Series B convertible preferred stock consists of the following activity for the three months ended November 30, 2015: Range of value Type Shares Fair value per share Balance – August 31, 2015 18,141,051 $ 4,501,382 Shares issued for cash 1,455,000 291,000 $0.20 Balance – November 30, 2015 19,596,051 $ 4,792,382
Common Stock [Member]
Class of Stock [Line Items]
Schedule of Stock Issued	For the three months ended November 30, 2015, the Company issued the following shares of common stock: 2015 Range of value Type Shares Fair value per share 1. Stock issued for compensation 1,250,001 $ 50,000 $0.04 2. Stock issued for services 170,001 $ 20,000 $0.09 - $0.14 3. Stock issued in connection with debt settlement (see Note 2) 1,500,000 $ 120,000 $0.08

Significant Accounting Polici20

Significant Accounting Policies and Basis of Presentation (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities (balance)	$ 117,101	$ 239,748

Debt (Schedule of Debt Outstand

Debt (Schedule of Debt Outstanding) (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 4,377,564	$ 4,379,160
Less: debt discount
Total current debt	$ 4,377,564	$ 4,379,160
Debt in default	1,900,000	2,600,000
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Carrying amount	$ 1,296,597	$ 1,296,597	$ 1,533,154
Less: debt discount
Total current debt	$ 1,296,597	$ 1,296,597
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Carrying amount			1,378,207
Less: debt discount
Total current debt
Secured Debt [Member]
Short-term Debt [Line Items]
Carrying amount	$ 1,635,242	$ 2,700,000	$ 2,700,000
Total current debt	1,635,242	2,700,000
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Total current debt	$ 1,445,725	$ 382,563

Debt (Unsecured Convertible Deb

Debt (Unsecured Convertible Debt - Derivative Liabilities - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	169,338	$ 51,379
Ending balance	4,377,564		$ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Carry forward balance	$ 1,296,597	$ 1,533,154	1,533,154
Borrowings			300,000
Repayments			(32,692)
Conversion of derivative debt to stock			(790,712)
Reclassification of convertible debt to derivative debt due to tainting			286,847
Ending balance	$ 1,296,597		$ 1,296,597

Debt (Unsecured Convertible D23

Debt (Unsecured Convertible Debt - Derivative Liabilities - Terms) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 4,377,564	$ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate		10.00%
Debt instrument, maturity date		Oct. 6, 2016
Debt instrument, principal converted
Carrying amount	$ 1,296,597	$ 1,296,597	$ 1,533,154
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 5 [Member]
Short-term Debt [Line Items]
Information relating to debt instrument		Converted to a derivative after 180 days; see note 2(b).
Carrying amount
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 10 [Member]
Short-term Debt [Line Items]
Debt instrument, conversion price		$ 0.04
Information relating to debt instrument		10% per annum interest; convertible on demand at $0.04
Carrying amount		$ 300,000

Debt (Unsecured Convertible D24

Debt (Unsecured Convertible Debt - Derivative Liabilities - Summary of Total Derivative Debt) (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Debt Instrument [Line Items]
Carrying amount	$ 4,377,564	$ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Carrying amount	1,296,597	1,296,597	$ 1,533,154
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 2 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 120,000	$ 120,000
Conversion price per share	$ 1	$ 1
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 3 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 72,500	$ 72,500
Conversion price per share	$ 0.75	$ 0.75
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 4 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 724,097	$ 724,097
Conversion price per share	$ 0.75	$ 0.75
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 7 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 280,000	$ 280,000
Conversion price per share	$ 0.60	$ 0.60
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 8 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 100,000	$ 100,000
Conversion price per share	$ 0.40	$ 0.40

Debt (Unsecured Convertible D25

Debt (Unsecured Convertible Debt - Non-derivatives - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	(169,338)	$ (51,379)
Ending balance	$ 4,377,564		$ 4,379,160
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Carry forward balance		$ 1,378,207	1,378,207
Borrowings			83,500
Repayments			(631,819)
Conversion of convertible debt to stock			(844,250)
Gain on debt settlement			(48,791)
Reclassification of convertible debt to derivative due to tainting			$ 63,153
Ending balance

Debt (Unsecured Convertible D26

Debt (Unsecured Convertible Debt - Non-derivatives - Terms) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 4,377,564		$ 4,379,160
Stock issued during period, fair value	291,000
Repayment of debt	$ 169,338	$ 51,379
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, term			9 months
Debt instrument maturity date, beginning of range			Sep. 5, 2014
Debt instrument maturity date, end of range			Jun. 9, 2015
Carrying amount				$ 1,378,207
Repayment of debt			$ 631,819
Unsecured Convertible Debt - Non-derivatives [Member] | Series 5 Debt [Member]
Short-term Debt [Line Items]
Information relating to debt instrument			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
Carrying amount
Unsecured Convertible Debt - Non-derivatives [Member] | Series 7 Debt [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate			12.00%
Debt instrument, term			1 year
Debt instrument, conversion price			$ 0.60
Information relating to debt instrument			1-year, 12% interest, fixed conversion at $0.60
Carrying amount
Unsecured Convertible Debt - Non-derivatives [Member] | Series 8 Debt [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, term			24 months
Debt instrument, conversion price			$ 0.40
Information relating to debt instrument			24 month, 8% interest, fixed conversion at $0.40
Carrying amount
Unsecured Convertible Debt - Non-derivatives [Member] | Series 9 Debt [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, term			9 months
Debt instrument, conversion price			$ 0.02
Information relating to debt instrument			9 month, 8% interest, convertible after 180 days at $0.02 per share.
Carrying amount			$ 83,500

Debt (Unsecured Demand_Term Deb

Debt (Unsecured Demand/Term Debt - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	169,338	$ 51,379
Ending balance	4,377,564		$ 4,379,160
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Carry forward balance	$ 382,563	$ 833,192	833,192
Borrowings			100,000
Repayments	$ (49,338)		$ (150,629)
Conversion into master license agreement	$ (100,000)
Conversion of demand debt to stock			$ (50,000)
Rollup of accrued commissions to term debt	$ 12,500
Reclassification from secured debt	$ 1,200,000
Conversion of demand debt to derivative due to tainting			$ (350,000)
Ending balance	$ 1,445,725		$ 382,563

Debt (Unsecured Demand_Term D28

Debt (Unsecured Demand/Term Debt - Terms) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 4,377,564	$ 4,379,160
Gourmet Sales and Marketing LLC [Member] | Settled Litigation [Member]
Short-term Debt [Line Items]
Amount awarded to plaintiff in litigation matter	$ 50,000
Number of common shares issued as settlement of litigation matter	1,500,000
Fair value of common stock issued as settlement of litigation matter	$ 120,000
Gain (loss) on settlement of litigation matter	9,474
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Carrying amount	1,445,725	382,563	$ 833,192
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note One [Member]
Short-term Debt [Line Items]
Carrying amount	$ 203,642	$ 335,063
Information relating to debt instrument	Represents current unsecured demand debt	Represents current unsecured demand debt
Debt instrument maturity date, beginning of range	Nov. 6, 2014	Nov. 6, 2014
Debt instrument maturity date, end of range	Sep. 30, 2015	Sep. 30, 2015
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note Two [Member]
Short-term Debt [Line Items]
Carrying amount	$ 10,000	$ 10,000
Information relating to debt instrument	Represents an advance from a third party	Represents an advance from a third party
Debt instrument, maturity date	Due on demand	Due on demand
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note Three [Member]
Short-term Debt [Line Items]
Carrying amount	$ 32,083	$ 37,500
Information relating to debt instrument	The Company settled litigation in this matter during the period; see Note 5.	The Company settled litigation in this matter during the period; see Note 5.
Debt instrument, maturity date	Settled	Settled
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note Four [Member]
Short-term Debt [Line Items]
Carrying amount	$ 1,200,000
Information relating to debt instrument	Represents debt previously listed as secured debt	Represents debt previously listed as secured debt
Debt instrument, maturity date	Due on demand	Due on demand

Debt (Secured Debt - Summary) (

Debt (Secured Debt - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	169,338	$ 51,379
Ending balance	4,377,564		$ 4,379,160
Secured Debt [Member]
Short-term Debt [Line Items]
Carry forward balance	2,700,000	$ 2,700,000	$ 2,700,000
Borrowings	155,242
Repayments	(20,000)
Reclassification to unsecured debt	(1,200,000)
Ending balance	$ 1,635,242		$ 2,700,000

Debt (Secured Debt - Terms) (De

Debt (Secured Debt - Terms) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 4,377,564	$ 4,379,160
Penny Fern Hart [Member] | Settled Litigation [Member]
Short-term Debt [Line Items]
Amount of litigation settlement issued as equity compensation	1,100,000
Gain (loss) on settlement of litigation matter	$ (155,242)
Secured Debt [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate	5.00%	12.75%
Debt instrument, maturity date	Nov. 9, 2018	Aug. 8, 2014
Information relating to debt instrument	Secured by all the assets of OSM	Secured by all the assets of OSM
Carrying amount	$ 1,635,242	$ 2,700,000	$ 2,700,000

Debt (Schedule of Debt Net of D

Debt (Schedule of Debt Net of Discounts) (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Debt Disclosure [Abstract]
Total outstanding debt	$ 4,377,564	$ 4,379,160
Carry forward debt discount - net		(335,318)
Debt discount		(316,102)
Amortization of debt discount		621,009
Reclassification of debt discount		30,411
Debt - net	$ 4,377,564	$ 4,379,160

Debt (Debt Discounts - Narrativ

Debt (Debt Discounts - Narrative) (Details)	3 Months Ended
	Nov. 30, 2015USD ($)
Debt Disclosure [Abstract]
Derivative expense

Derivative Liabilities (Narrati

Derivative Liabilities (Narrative) (Details)	3 Months Ended
	Nov. 30, 2015USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative expense

Derivative Liabilities (Schedul

Derivative Liabilities (Schedule of Fair Value of Derivative Liabilities) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Carry forward balance	$ 239,748	$ 180,418
Fair value at the commitment date for convertible debt		880,552
Loss on debt extinguishment		198,132
Fair value mark-to-market adjustment	$ (122,647)	(817,223)
Reclassification of derivative associated with convertible debt that was settled		(202,131)
Derivative liabilities (balance)	$ 117,101	$ 239,748

Derivative Liabilities (Sched35

Derivative Liabilities (Schedule of Assumptions Used to Measure Derivative Liabilities) (Details)	3 Months Ended
	Nov. 30, 2015
Commitment Date [Member]
Derivative [Line Items]
Expected dividends
Expected volatility
Risk free interest rate
Remeasurement Date [Member]
Derivative [Line Items]
Expected dividends	0.00%
Remeasurement Date [Member] | Minimum [Member]
Derivative [Line Items]
Exercise price	0.35
Expected volatility	132.00%
Expected term: convertible debt and warrants	7 days
Risk free interest rate	0.11%
Remeasurement Date [Member] | Maximum [Member]
Derivative [Line Items]
Exercise price	1
Expected volatility	237.00%
Expected term: convertible debt and warrants	6 months
Risk free interest rate	0.27%

Stockholders' Deficit (Schedule

Stockholders' Deficit (Schedule of Activity of Series A - Convertible Preferred Stock) (Details) - Series A Convertible Preferred Stock [Member]	3 Months Ended
	Nov. 30, 2015shares
Class of Stock [Line Items]
Beginning balance, shares	881,360
Conversion of preferred stock to common stock, shares	(2,721)
Ending balance, shares	878,639

Stockholders' Deficit (Schedu37

Stockholders' Deficit (Schedule of Activity of Series B - Convertible Preferred Stock) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015
Class of Stock [Line Items]
Shares issued for cash	$ 291,000
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Beginning balance	$ 4,501,382
Beginning balance, shares	18,141,051
Shares issued for cash	$ 1,455
Shares issued for cash, shares	1,455,000
Ending balance	$ 6,051,182	$ 4,501,382
Ending balance, shares	19,596,051	18,141,051
Stock issued for cash, issuance price per share	$ 0.20
Number of shares sold but not recognized as equity due to exceeding number of shares authorized at time of issuance	794,000
Contingent beneficial conversion feature recognized during period	$ 246,000	$ 2,300,000

Stockholders' Deficit (Common S

Stockholders' Deficit (Common Stock) (Details)	3 Months Ended
	Nov. 30, 2015USD ($)$ / sharesshares
Class of Stock [Line Items]
Stock issued for stock based compensation, fair value | $	$ 50,000
Stock issued for services rendered, fair value | $	20,000
Stock issued for debt & accrued interest, fair value | $	$ 120,000
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for stock based compensation, shares | shares	1,250,001
Stock issued for stock based compensation, fair value | $	$ 50,000
Stock issued for stock based compensation, issuance price per share | $ / shares	$ 0.04
Stock issued for services rendered, shares | shares	1,420,002
Stock issued for debt & accrued interest, shares | shares	1,500,000
Stock issued for debt & accrued interest, issuance price per share | $ / shares	$ 0.08
Common Stock [Member] | Minimum [Member]
Class of Stock [Line Items]
Stock issued for services, issuance price per share | $ / shares	0.09
Common Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Stock issued for services, issuance price per share | $ / shares	$ 0.14

Stockholders' Deficit (Schedu39

Stockholders' Deficit (Schedule of Stock Option Activity) (Details) - Stock Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2015	Aug. 31, 2015
Summary of Stock Option Activity:
Options outstanding, beginning	1,975,000
Granted
Exercised
Forfeited
Options outstanding, ending	1,975,000	1,975,000
Weighted average exercise price, beginning	$ 0.53
Granted
Exercised
Forfeited
Weighted average exercise price, ending	$ 0.53	$ 0.53
Options outstanding, weighted average remaining contractual life	5 years 2 months 9 days	5 years 5 months 9 days
Options exercisable, weighed average remaining contractual life	5 years 2 months 9 days
Aggregate intrinsic value, beginning
Aggregate intrinsic value, ending
Exercisable options, number		1,975,000
Exercisable options, weighted average exercise price		$ 0.53
Grant date fair value	$ 147,588
Weighted average grant date fair value	$ 0.75
Related Party [Member]
Summary of Stock Option Activity:
Options outstanding, ending	1,450,000
Exercisable options, number	1,450,000

Stockholders' Deficit (Schedu40

Stockholders' Deficit (Schedule of Stock Warrant Activity) (Details) - Warrant [Member]	3 Months Ended
	Nov. 30, 2015$ / sharesshares
Number of warrants:
Warrants outstanding, beginning | shares	7,496,140
Granted (for debt) | shares
Granted (other) | shares
Exercised | shares
Expired | shares	(246,250)
Warrants outstanding, ending | shares	7,249,890
Warrants outstanding weighted average exercise price, beginning | $ / shares	$ 0.42
Granted (for debt) | $ / shares
Granted (other) | $ / shares
Exercised | $ / shares
Expired | $ / shares
Warrants outstanding weighted average exercise price, ending | $ / shares	$ 0.41

Stockholders' Deficit (Summary

Stockholders' Deficit (Summary of Warrants Outstanding by Price Range) (Details) - Warrant [Member] - Warrant Exercise Price Range One [Member]	3 Months Ended
	Nov. 30, 2015USD ($)$ / sharesshares
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items]
Range of exercise price, lower limit	$ 0.03
Range of exercise price, upper limit	$ 1.25
Number outstanding | shares	7,249,890
Remaining Average Contractual Life	2 years 2 months 5 days
Weighted Average Exercise Price, Outstanding	$ 0.41
Number exercisable | shares	7,249,890
Weighted average exercise price, exercisable	$ 2.18
Intrinsic value | $	$ 116,500

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Nov. 30, 2015USD ($)$ / sharesshares
Gourmet Sales and Marketing LLC [Member] | Settled Litigation [Member]
Loss Contingencies [Line Items]
Litigation, settlement date	October 15, 2015
Amount awarded to plaintiff in litigation matter	$ 50,000
Cash paid to plaintiff	15,000
Remaining cash award to be paid to plaintiff over twelve month period	35,000
Amount of monthly payment to be paid to plaintiff for first twelve months	2,917
Gain (loss) on settlement of litigation matter	$ 9,474
Penny Fern Hart [Member] | Settled Litigation [Member]
Loss Contingencies [Line Items]
Litigation, settlement date	October 9, 2015
Amount awarded to plaintiff in litigation matter	$ 2,100,000
Gain (loss) on settlement of litigation matter	(155,242)
Amount of litigation settlement issued as equity compensation	$ 1,100,000
Shares issued price per share | $ / shares	$ 0.40
Per annum interest rate owed on additional funds awarded to plaintiff	5.00%
Total additional funds to be paid to plaintiff over three year period	$ 1,000,000
Amount of monthly payment owed to plaintiff over three year period	$ 10,000
Penny Fern Hart [Member] | Settled Litigation [Member] | Series B Convertible Preferred Stock [Member]
Loss Contingencies [Line Items]
Number of shares issued as partial settlement of litigation matter | shares	2,750,000
Perry Trebatch [Member] | Pending Litigation [Member]
Loss Contingencies [Line Items]
Damages sought in litigation matter	$ 719,348

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Aug. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss including non controlling interest	$ 640,414	$ 1,115,623
Net cash used in operating activities	640,485	$ 299,550
Working capital deficit	7,500,000
Total Deficit	$ 8,184,121		$ 8,024,707

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	2 Months Ended	3 Months Ended
	Jan. 19, 2016	Nov. 30, 2015	Nov. 30, 2014	Jan. 15, 2016	Aug. 31, 2015
Subsequent Event [Line Items]
Proceeds from issuance of preferred stock		$ 291,000
Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of preferred stock for cash ($0.20), shares		1,455,000
Stock issued for cash, issuance price per share		$ 0.20
Preferred stock, shares authorized		20,000,000			20,000,000
Preferred stock, par value		$ 0.001			$ 0.001
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of Series B Preferred shares swapped for Series C Preferred shares				3,450,000
Number of Series C Preferred Shares issued from swap of Series B Preferred shares				1,725,000
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of preferred stock for cash ($0.20), shares	125,000
Stock issued for cash, issuance price per share	$ .20
Proceeds from issuance of preferred stock	$ 25,000
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, shares authorized				2,500,000
Preferred stock, par value				$ 0.001