Soupman (SOUPQ) 10-Q 18 Jul 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2016	Jul. 14, 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	May 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		146,048,989

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May 31, 2016	Aug. 31, 2015
Current Assets
Cash	$ 40,037	$ 611,354
Accounts receivable - net	300,728	180,766
Inventory	311,427	358,934
Prepaid expenses	27,363	47,506
Total Current Assets	679,555	1,198,560
Property and equipment - net	5,220	8,438
Other Assets
Due from franchisees	57,501	16,273
Due from co-marketer	15,361
Intangible assets - net		1,577
Other	4,800	4,800
Total Other Assets	77,662	22,650
Total Assets	762,437	1,229,648
Current Liabilities
Accounts payable and accrued liabilities	3,932,605	4,319,988
Accounts payable and accrued liabilities - related parties	190,978	196,709
Convertible debt - net of discount	361,597	1,296,597
Current portion of non convertible debt - net of discount	1,962,567	3,082,563
Deferred revenue	168,013	118,750
Derivative liabilities	28,051	239,748
Total Current Liabilities	6,643,811	9,254,355
Long Term Liabilities
Non convertible debt	1,417,400
Total Long Term Liabilities	1,417,400
Total Liabilities	8,061,211	9,254,355
Stockholders' Deficit
Preferred stock
Common stock, par value $0.001; 500,000,000 shares authorized 135,798,989 and 70,967,340 issued and outstanding	135,800	70,968
Additional paid in capital	21,543,493	17,410,385
Accumulated deficit	(28,339,443)	(24,821,607)
Total Stockholders' Deficit	(6,638,909)	(7,321,231)
Noncontrolling interest	(659,865)	(703,476)
Total Deficit	(7,298,774)	(8,024,707)
Total Liabilities and Stockholders' Deficit	762,437	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	18,637	18,141
Total Deficit	18,637	18,141
Series C Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	$ 1,725

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2016	Aug. 31, 2015
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	75,000,000
Common stock, shares issued	135,798,989	70,967,340
Common stock, shares outstanding	135,798,989	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	45,000,000	45,000,000
Preferred stock, shares issued	18,637,176	18,141,051
Preferred stock, shares outstanding	18,637,176	18,141,051
Series C 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	1,725,000	0
Preferred stock, shares outstanding	1,725,000	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Revenue
Soup sales - net	$ 587,585	$ 441,033	$ 1,939,724	$ 1,589,297
Franchise sales - net			206,250
Franchise royalties	41,100	46,139	136,510	130,826
Total revenue	628,685	487,172	2,282,484	1,720,123
Cost of sales	476,710	356,403	1,705,837	1,459,342
Gross profit	151,975	130,769	576,647	260,781
Operating expenses:
General and administrative	1,286,621	590,133	2,984,253	1,484,439
Royalty	12,868	14,215	60,030	50,170
Total operating expenses	1,299,489	604,348	3,044,283	1,534,609
Loss from operations	(1,147,514)	(473,579)	(2,467,636)	(1,273,828)
Other income (expense)
Interest expense	(103,057)	(113,378)	(227,753)	(541,526)
Loss on stock issuance	(12,313)		(12,313)
Gain (loss) on settlement of accounts payable - net		188,769	61,808	188,769
Gain (loss) on settlement of debt	(157,985)		(385,115)	26,791
Change in fair value of derivative liabilities	32,336	141,125	211,697	452,389
Loss on debt extinguishment			(654,913)
Total other income (expense)	(241,019)	216,516	(1,006,589)	126,423
Net income (loss) including non controlling interest	(1,388,533)	(257,063)	(3,474,225)	(1,147,405)
Net income attributable to noncontrolling interest	(11,820)	10,421	43,611	19,530
Net income (loss) attributable to Soupman	(1,376,713)	(267,484)	(3,517,836)	(1,166,935)
Deemed dividend on preferred stock			(3,280,151)
Net income (loss) attributable to common stockholders	$ (1,376,713)	$ (267,484)	$ (6,797,987)	$ (1,166,935)
Net income (loss) per share, basic	$ (0.01)	$ 0	$ (0.08)	$ (0.02)
Net income (loss) per share, diluted	$ (0.01)	$ 0	$ (0.08)	$ (0.02)
Weighted average shares outstanding, basic	108,726,700	66,686,471	85,457,177	59,523,944

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit - 9 months ended May 31, 2016 - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Series C 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				$ 4,393	332,920			337,313	[1]
Stock based compensation, shares				4,393,501
Issuance of common stock for services rendered				$ 8,131	464,054			472,185	[1]
Issuance of common stock for services rendered, shares				8,130,523
Issuance of common stock for debt and accrued interest ($0.40 /share)				$ 12,899	433,047			445,946
Issuance of common stock for debt and accrued interest ($0.40 /share), shares				12,898,654
Issuance of common stock for cash ($0.04 /share)				$ 1,031	52,532			53,563	[1]
Issuance of common stock for cash ($0.04 /share), shares				1,031,250
Excess of fair market value of common stock over share issuance price to settle debt					520,163			520,163
Issuance of additional common stock for inducement to settle debt				$ 2,250	154,375			156,625
Issuance of additional common stock for inducement to settle debt, shares				2,250,000
Issuance of Series B preferred stock for services rendered ($0.50 /share)		$ 60			29,753			29,813
Issuance of Series B preferred stock for services rendered ($0.50 /share), shares		59,625
Issuance of Series B preferred stock for debt and accrued interest ($0.40 /share)		$ 2,750			1,097,250			1,100,000
Issuance of Series B preferred stock for debt ($0.40 /share), shares		2,750,000
Excess of fair market value of Series B stock over share issuance price to settle debt					134,750			134,750
Issuance of preferred stock for cash ($0.20)		$ 4,749			945,051			949,800
Issuance of preferred stock for cash ($0.20), shares		4,749,000
Conversion of preferred stock to common stock	$ (3)			$ 3
Conversion of preferred stock to common stock, shares	(2,721)			2,721
Conversion of Series B preferred stock to Series C preferred stock		$ (3,450)	$ 1,725		1,725
Conversion of Series B preferred stock to Series C preferred stock, shares		(3,450,000)	1,725,000
Conversion of Series B preferred stock to common stock		$ (3,613)		$ 36,125	(32,512)
Conversion of Series B preferred stock to common stock, shares		(3,612,500)		36,125,000
Discount due to Beneficial Conversion Feature					(3,280,151)			(3,280,151)
Accretion of Beneficial Conversion Feature					3,280,151			3,280,151
Net loss						(3,517,836)	43,611	(3,474,225)
Ending balance at May. 31, 2016	$ 879	$ 18,637	$ 1,725	$ 135,800	$ 21,543,493	$ (28,339,443)	$ (659,865)	$ (7,298,774)
Ending balance, shares at May. 31, 2016	878,639	18,637,176	1,725,000	135,798,989
[1]	Includes $98,102 for the excess of fair value over issuance price for compensation, services and cash.

Consolidated Statement of Stoc6

Consolidated Statement of Stockholders' Deficit (Parenthetical)	May 31, 2016$ / shares
Series B Convertible Preferred Stock [Member]
Stock issued for services rendered, issuance price per share	$ 0.50
Stock issued for debt & accrued interest, issuance price per share	0.40
Stock issued for cash, issuance price per share	0.20
Common Stock [Member]
Stock issued for debt & accrued interest, issuance price per share	0.40
Stock issued for cash, issuance price per share	$ 0.40

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
Cash Flows From Operating Activities:
Net loss	$ (3,474,225)	$ (1,147,405)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	3,218	4,408
Amortization of intangibles	1,577	8,018
Amortization of debt discount		538,695
Bad debt expense	1,196
Stock based compensation	337,313	45,304
Stock issued for services	501,998	353,614
Debt issue costs		22,096
Excess of fair market value of common stock over share issuance price to settle debt	520,163
Excess of fair market value of Series B stock over share issuance price to settle debt	134,750
Change in fair market value of derivative liabilities	(211,697)	(452,389)
Gain on settlement of accounts payable	(61,808)	(188,769)
Common stock issued for inducement to settle debt	156,625
Loss (gain) on settlement of debt	228,490	(26,791)
Due from co-marketer	(15,361)
(Increase) decrease in:
Accounts receivable - net	(121,158)	(90,127)
Accounts receivable - related party		(29,763)
Inventory	47,507	209,122
Prepaid expenses	20,143	23,528
Other assets		4,892
Accounts payable and accrued liabilities	518,881	(95,086)
Accounts payable and accrued liabilities - related parties	(5,731)	(178,958)
Deferred franchising revenue	49,263	(4,000)
Net Cash Used in Operating Activities	(1,368,856)	(1,003,611)
Cash Flows From Investing Activities:
Due from franchisee	(41,228)	(15,978)
Net Cash Used in Investing Activities	(41,228)	(15,978)
Cash Flows From Financing Activities:
Proceeds from issuance of notes	70,000	383,500
Proceeds from issuance of common stock for cash	53,563
Proceeds from issuance of preferred stock for cash	949,800	1,426,159
Repayment of debt and accrued interest in cash	(234,596)	(798,577)
Net Cash Provided by Financing Activities	838,767	1,011,082
Net decrease in cash	(571,317)	(8,507)
Cash at beginning of year	611,354	14,179
Cash at end of period	40,037	5,672
Supplemental disclosures of cash flow information:
Cash paid for interest		4,000
Cash paid for taxes
Supplemental disclosures of non-cash investing and financing activities:
Debt converted to Series B preferred stock	1,100,000
Reclassification of short term debt to long term debt	1,417,400
Reclasssification of accrued interest to debt	712,898
Debt and accrued interest converted to common stock	445,946	83,973
Reclassification of accrued commissions to debt	12,500
Reclassification of derivatives from equity to liabilities		106,007
Conversion of Series B preferred stock to common stock	36,125
Conversion of Series B preferred stock Series C preferred stock	1,725
Conversion of Series A preferred stock to common stock	3
Stock issued for prior year employee payroll and expenses		404,866
Debt discount recorded on derivatives		$ 309,404

Significant Accounting Policies

Significant Accounting Policies and Basis of Presentation	9 Months Ended
	May 31, 2016
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 May 31, 2016 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. May 31, August 31, Derivative liabilities (balance) $ 28,051 $ 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 including accrued liabilities and debt. The carrying amounts of the Company's financial instruments generally approximated their fair values at May 31, 2016 and August 31, 2015, respectively.

Debt

Debt	9 Months Ended
	May 31, 2016
Debt Disclosure [Abstract]
Debt	Note 2 - Debt Debt consists of the following at May 31, 2016 and August 31, 2015: Description May 31, August 31, A. Unsecured convertible debt – derivative liabilities $ 87,500 $ 1,296,597 Less : debt discount — — Convertible debt – net 87,500 1,296,597 B. Unsecured convertible debt – non-derivatives 274,097 — Less : debt discount — — Convertible debt – net 274,097 — C. Unsecured demand/term debt 1,239,967 382,563 D. Secured debt 2,140,000 2,700,000 Total debt $ 3,741,564 $ 4,379,160 Debt in default consists of secured and unsecured notes totaling approximately $1.6 million and $2.6 million at May 31, 2016 and August 31, 2015, respectively. The corresponding debts above are more fully discussed below: (A) Unsecured Convertible Debt – Derivative Liabilities Description May 31, 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 common stock (305,000 ) (790,712 ) Reclassification of convertible debt to demand debt (630,000 ) - Reclassification of derivative debt back to convertible debt (tainting removed) (274,097 ) 286,847 Ending balance $ 87,500 $ 1,296,597 A summation of derivative debt issued during the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively, are set out below: Description Information May 31, 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 During the nine months ended May 31, 2016, the Company recorded a gain on the settlement of derivative debt of $48,653, which is included in “Gain (loss) on the settlement of debt” on the Company’s consolidated statement of operations. The Company also incurred a loss on the conversion of debt to stock equal to the difference in the stock issuance price ($0.04) per share and the actual fair market value, or $520,163, which is included in “Loss on debt extinguishment” on the Company’s consolidated statement of operations. Total derivative debt at May 31, 2016 and August 31, 2015 consists of the following. Description Information May 31, August 31, Series 2 Convertible at $1.00 per share $ 75,000 $ 120,000 Series 3 Convertible at $0.75 per share 12,500 72,500 Series 4 Convertible at $0.75 per share — 724,097 Series 7 Convertible at $0.60 per share — 280,000 Series 8 Convertible at $0.40 per share — 100,000 Total $ 87,500 $ 1,296,597 (B) Unsecured Convertible Debt – Non-derivatives Description May 31, August 31, Carry forward balance $ — $ 1,378,207 Borrowings 70,000 83,500 Repayment of convertible debt — (631,819 ) Conversion of convertible debt to common stock (70,000 ) (844,250 ) Gain on debt settlement — (48,791 ) Reclassification of derivative debt back to convertible debt (tainting removed) 274,097 63,153 Ending balance $ 274,097 $ — A summation of unsecured convertible non-derivative debt issued during the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively, are set out below: Description Information May 31, August 31, Interest rate 8% Default interest rate N/A Term 9 months Maturity Sep. 5, 2015 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 May 31, 2016 and August 31, 2015: Description May 31, August 31, Carry forward balance $ 382,563 $ 833,192 Borrowings — 100,000 Repayments (74,596 ) (150,629 ) Additional debt brought about in debt settlement 121,360 — Accrued interest reclassed to note principal 268,140 — Conversion into master license agreement (100,000 ) — Conversion of demand debt to common stock — (50,000 ) Rollup of accrued commissions to term debt 12,500 — Reclassification of derivative debt back to convertible debt (tainting removed) 630,000 — Reclassification to derivative debt due to tainting — (350,000 ) Ending balance $ 1,239,967 $ 382,563 Unsecured demand notes consisted of the following at May 31, 2016 and August 31, 2015: Information Maturity May 31, August 31, Represents current unsecured demand debt Nov. 6, 2015 – April 1, 2020 $ 1,209,550 $ 335,063 Represents an advance from a third party Due on demand 10,000 10,000 The Company settled litigation in this matter during the period; see Note 5. Settled 20,417 37,500 Total $ 1,239,967 $ 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. Since then, the Company had received $200,000 towards the MLA; however, in March 2016, the Company notified GCT that is was in breach of the agreement (for non-payment) and terminated the agreement. No monies are due GCT. During the nine months ended May 31, 2016, 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 in connection with the settlement, which is included in “Gain (loss) on settlement of debt” on the Company’s consolidated statement of operations. The Company also recorded a reduction of accrued commissions of $9,474, which is included in the gain on settlement of AP of $61,808 on the statement of cash flow . During the nine months ended May 31, 2016, the Company settled a debt dispute with a debt holder, incurring a loss of $121,360 in connection with the settlement, which is included in “Gain (loss) on settlement of debt” on the Company’s statement of operations. All previously accrued interest was reclassed to debt and a new note with interest at 12% was executed. Because the agreement calls for payment of the remaining $1,011,200 up to April 1, 2020, the Company recorded $293,800 as short-term debt and the remaining $935,600 as long-term debt. (D) Secured Debt Description May 31, August 31, Carry forward balance $ 2,700,000 $ 2,700,000 Additional debt brought about in debt settlement 155,242 — Repayment of debt (60,000 ) — Conversion of secured debt to Series B preferred stock (1,100,000 ) — Reclassification of accrued interest to debt 444,758 — Ending balance $ 2,140,000 $ 2,700,000 During the nine months ended May 31, 2016, the Company settled a debt dispute with Penny Hart (“Hart”), incurring a loss of $155,242 in connection with the settlement, which is included in “Gain (loss) on settlement of debt” on the Company’s statement of operations. As part of the settlement, Hart agreed to convert $1,100,000 of the total $2,100,000 debt into shares of the Company’s Preferred Series B stock at $0.04 per share; the Company incurred a loss on the conversion of $134,750, which is included in “Loss on Debt Extinguishment” on the Company’s statement of operations. All previously accrued interest was reclassed to debt and a new note with interest at 5% was executed. Because the agreement calls for payment of the remaining $940,000 over 3 years, the Company recorded $240,000 as short-term debt and the remaining $700,000 as long-term debt. Secured debt consisted of the following activity and terms for the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively: Information May 31, August 31, Interest Rate 5.00% 12.75% Maturity November 9, 2018 Aug. 8, 2015 Secured by all the assets of OSM $ 2,140,000 $ 2,700,000 (E) Debt discount May 31, August 31, Total outstanding debt $ 3,741,564 $ 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 $ 3,741,564 $ 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 nine months ended May 31, 2016.

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	May 31, 2016
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 nine months ended May 31, 2016 and the year ended August 31, 2015, respectively, (see Note 2(A)). The fair value of the Company’s derivative liabilities at May 31, 2016 and August 31, 2015 is as follows. May 31, 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 (211,697 ) (817,223 ) Reclassification of derivative associated with convertible debt that was settled — (202,131 ) Derivative liabilities (balance) $ 28,051 $ 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 nine months ended May 31, 2016: 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 3 days to 3 months Risk free interest rate N/A 0.11% - 0.33 %

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	May 31, 2016
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 nine months ended May 31, 2016: Balance – August 31, 2015 881,360 Conversion to common stock (2,721 ) Balance – May 31, 2016 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 nine months ended May 31, 2016: Range of value Type Shares per share Balance – August 31, 2015 18,141,051 Shares issued for cash 4,749,000 $0.20 Shares issued for debt conversion 2,750,000 $0.40 Shares issued for services rendered 59,625 $0.50 Conversion of preferred Series B to Series C (3,450,000 ) — Conversion of preferred Series B to common stock (3,612,500 ) — Balance – May 31, 2016 18,637,176 During the nine months ended May 31, 2016, the Company converted shares of its Series B preferred stock to shares of its Series C preferred stock at a conversion factor of 2:1. The difference in par value was recorded to APIC. During the nine months ended May 31, 2016, the Company converted shares of its Series B preferred stock to shares of its common stock at a conversion factor of 1:10. Prior to February 24, 2016, 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 is shown on the Company’s statement of operations for the nine months ended as a deemed dividend of $3,280,151 (not an actual dividend), which affects EPS only. At August 31, 2015 the company had a deemed dividend of $2,252,351. (C) Series C – Convertible Preferred Stock Series C convertible preferred stock consists of the following activity for the nine months ended May 31, 2016: Type Shares Fair value Balance – August 31, 2015 — $ — Conversion of preferred Series B to Series C 1,725,000 — Balance – May 31, 2016 1,725,000 $ — There was no BCF on the conversion of Series B to Series C shares. (D) Common Stock For the nine months ended May 31, 2016, the Company issued the following shares of common stock: Type Shares Fair value Range of value per share 1. Stock issued for compensation 4,393,501 $ 337,313 (1) $0.0587 - $0.0880 2. Stock issued for services 8,130,523 $ 472,185 (1) $0.0516 - $0.0938 3. Stock issued as an inducement to settle debt (see Note 2.) 2,250,000 $ 156,625 $0.02 - $0.0475 4. Stock issued for debt and accrued interest 12,898,654 $ 1,100,859 (2) $0.0749 - $0.0890 5. Stock issued for cash 1,031,250 $ 53,563 (1) $0.0400 6. Stock issued for conversion of Series A preferred stock 2,721 $ — N/A 7. Stock issued for conversion of Series B preferred stock 36,125,000 $ — N/A 1. Includes $98,102 for the excess of fair value over issuance price for compensation, services and cash. 2. Includes $654,913 for the excess in fair value over issuance price for debt settlement. (E) Stock Options There were no stock options issued for the nine months ended May 31, 2016. The following is a summary of the Company’s stock option activity for the nine months ended May 31, 2016. 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 – May 31, 2016 1,975,000 $ 0.53 4.69 years — Exercisable – May 31, 2016 1,975,000 $ 0.53 4.69 years — Grant date fair value of options granted $ 147,588 Weighted average grant date fair value $ 0.75 Outstanding options held by related parties (May 31, 2016) 1,450,000 Exercisable options held by related parties (May 31, 2016) 1,450,000 For the nine months ended May 31, 2016, the Company had no expenses related to vested options. (F) Stock Warrants The following is a summary of the Company’s stock warrant activity for the nine months ended May 31, 2016. 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 (531,250 ) 0.82 Balance at May 31, 2016 6,964,890 $ 0.56 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 $0.40 - $1.25 4,491,050 1.67 $ 0.56 6,564,383 $ 0.56 $ -

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	May 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Litigations, Claims and Assessments There have been no changes to the status of our legal proceedings since our last 10-Q Report.

Going Concern

Going Concern	9 Months Ended
	May 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 6 - Going Concern As reflected in the accompanying consolidated financial statements for the nine months ended May 31, 2016, the Company had a net loss including non-controlling interest of approximately $3.5 million, net cash used in operations of approximately $1.4 million, working capital deficit of approximately $6 million and a stockholders’ deficit of approximately $7.3 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 · allocating sufficient resources to continue advertising and marketing efforts The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Subsequent Events

Subsequent Events	9 Months Ended
	May 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 7 - Subsequent Events Since May 31, 2016, the Company has issued 10,250,000 shares of common stock for the conversion of 1,025,000 of its Series B preferred shares.

Significant Accounting Polici15

Significant Accounting Policies and Basis of Presentation (Policies)	9 Months Ended
	May 31, 2016
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 May 31, 2016 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. May 31, August 31, Derivative liabilities (balance) $ 28,051 $ 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 including accrued liabilities and debt. The carrying amounts of the Company's financial instruments generally approximated their fair values at May 31, 2016 and August 31, 2015, respectively.

Significant Accounting Polici16

Significant Accounting Policies and Basis of Presentation (Tables)	9 Months Ended
	May 31, 2016
Accounting Policies [Abstract]
Schedule of Major Categories of Liabilities Measured at Fair Value on Recurring Basis	May 31, August 31, Derivative liabilities (balance) $ 28,051 $ 239,748

Debt (Tables)

Debt (Tables)	9 Months Ended
	May 31, 2016
Short-term Debt [Line Items]
Schedule of Debt Outstanding	Debt consists of the following at May 31, 2016 and August 31, 2015: Description May 31, August 31, A. Unsecured convertible debt – derivative liabilities $ 87,500 $ 1,296,597 Less : debt discount — — Convertible debt – net 87,500 1,296,597 B. Unsecured convertible debt – non-derivatives 274,097 — Less : debt discount — — Convertible debt – net 274,097 — C. Unsecured demand/term debt 1,239,967 382,563 D. Secured debt 2,140,000 2,700,000 Total debt $ 3,741,564 $ 4,379,160
Schedule of Debt Net of Discounts	May 31, August 31, Total outstanding debt $ 3,741,564 $ 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 $ 3,741,564 $ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description May 31, 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 common stock (305,000 ) (790,712 ) Reclassification of convertible debt to demand debt (630,000 ) - Reclassification of derivative debt back to convertible debt (tainting removed) (274,097 ) 286,847 Ending balance $ 87,500 $ 1,296,597
Schedule of Terms of Debt Instruments	A summation of derivative debt issued during the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively, are set out below: Description Information May 31, 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
Schedule of Total Derivative Debt Outstanding	Total derivative debt at May 31, 2016 and August 31, 2015 consists of the following. Description Information May 31, August 31, Series 2 Convertible at $1.00 per share $ 75,000 $ 120,000 Series 3 Convertible at $0.75 per share 12,500 72,500 Series 4 Convertible at $0.75 per share — 724,097 Series 7 Convertible at $0.60 per share — 280,000 Series 8 Convertible at $0.40 per share — 100,000 Total $ 87,500 $ 1,296,597
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description May 31, August 31, Carry forward balance $ — $ 1,378,207 Borrowings 70,000 83,500 Repayment of convertible debt — (631,819 ) Conversion of convertible debt to common stock (70,000 ) (844,250 ) Gain on debt settlement — (48,791 ) Reclassification of derivative debt back to convertible debt (tainting removed) 274,097 63,153 Ending balance $ 274,097 $ —
Schedule of Terms of Debt Instruments	A summation of unsecured convertible non-derivative debt issued during the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively, are set out below: Description Information May 31, August 31, Interest rate 8% Default interest rate N/A Term 9 months Maturity Sep. 5, 2015 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 May 31, 2016 and August 31, 2015: Description May 31, August 31, Carry forward balance $ 382,563 $ 833,192 Borrowings — 100,000 Repayments (74,596 ) (150,629 ) Additional debt brought about in debt settlement 121,360 — Accrued interest reclassed to note principal 268,140 — Conversion into master license agreement (100,000 ) — Conversion of demand debt to common stock — (50,000 ) Rollup of accrued commissions to term debt 12,500 — Reclassification of derivative debt back to convertible debt (tainting removed) 630,000 — Reclassification to derivative debt due to tainting — (350,000 ) Ending balance $ 1,239,967 $ 382,563
Schedule of Terms of Debt Instruments	Unsecured demand notes consisted of the following at May 31, 2016 and August 31, 2015: Information Maturity May 31, August 31, Represents current unsecured demand debt Nov. 6, 2015 – April 1, 2020 $ 1,209,550 $ 335,063 Represents an advance from a third party Due on demand 10,000 10,000 The Company settled litigation in this matter during the period; see Note 5. Settled 20,417 37,500 Total $ 1,239,967 $ 382,563
Secured Debt [Member]
Short-term Debt [Line Items]
Schedule of Changes In Debt Instrument During Period	Description May 31, August 31, Carry forward balance $ 2,700,000 $ 2,700,000 Additional debt brought about in debt settlement 155,242 — Repayment of debt (60,000 ) — Conversion of secured debt to Series B preferred stock (1,100,000 ) — Reclassification of accrued interest to debt 444,758 — Ending balance $ 2,140,000 $ 2,700,000
Schedule of Terms of Debt Instruments	Secured debt consisted of the following activity and terms for the nine months ended May 31, 2016 and the year ended August 31, 2015, respectively: Information May 31, August 31, Interest Rate 5.00% 12.75% Maturity November 9, 2018 Aug. 8, 2015 Secured by all the assets of OSM $ 2,140,000 $ 2,700,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	May 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Fair Value of Derivative Liabilities	The fair value of the Company’s derivative liabilities at May 31, 2016 and August 31, 2015 is as follows. May 31, 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 (211,697 ) (817,223 ) Reclassification of derivative associated with convertible debt that was settled — (202,131 ) Derivative liabilities (balance) $ 28,051 $ 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 nine months ended May 31, 2016: 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 3 days to 3 months Risk free interest rate N/A 0.11% - 0.33 %

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	9 Months Ended
	May 31, 2016
Class of Stock [Line Items]
Schedule of Stock Option Activity	The following is a summary of the Company’s stock option activity for the nine months ended May 31, 2016. 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 – May 31, 2016 1,975,000 $ 0.53 4.69 years — Exercisable – May 31, 2016 1,975,000 $ 0.53 4.69 years — Grant date fair value of options granted $ 147,588 Weighted average grant date fair value $ 0.75 Outstanding options held by related parties (May 31, 2016) 1,450,000 Exercisable options held by related parties (May 31, 2016) 1,450,000
Schedule of Stock Warrant Activity	The following is a summary of the Company’s stock warrant activity for the nine months ended May 31, 2016. 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 (531,250 ) 0.82 Balance at May 31, 2016 6,964,890 $ 0.56
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 $0.40 - $1.25 4,491,050 1.67 $ 0.56 6,564,383 $ 0.56 $ -
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 nine months ended May 31, 2016: Balance – August 31, 2015 881,360 Conversion to common stock (2,721 ) Balance – May 31, 2016 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 nine months ended May 31, 2016: Range of value Type Shares per share Balance – August 31, 2015 18,141,051 Shares issued for cash 4,749,000 $0.20 Shares issued for debt conversion 2,750,000 $0.40 Shares issued for services rendered 59,625 $0.50 Conversion of preferred Series B to Series C (3,450,000 ) — Conversion of preferred Series B to common stock (3,612,500 ) — Balance – May 31, 2016 18,637,176
Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Schedule of Stock Issued	Series C convertible preferred stock consists of the following activity for the nine months ended May 31, 2016: Type Shares Fair value Balance – August 31, 2015 — $ — Conversion of preferred Series B to Series C 1,725,000 — Balance – May 31, 2016 1,725,000 $ —
Common Stock [Member]
Class of Stock [Line Items]
Schedule of Stock Issued	For the nine months ended May 31, 2016, the Company issued the following shares of common stock: Type Shares Fair value Range of value per share 1. Stock issued for compensation 4,393,501 $ 337,313 (1) $0.0587 - $0.0880 2. Stock issued for services 8,130,523 $ 472,185 (1) $0.0516 - $0.0938 3. Stock issued as an inducement to settle debt (see Note 2.) 2,250,000 $ 156,625 $0.02 - $0.0475 4. Stock issued for debt and accrued interest 12,898,654 $ 1,100,859 (2) $0.0749 - $0.0890 5. Stock issued for cash 1,031,250 $ 53,563 (1) $0.0400 6. Stock issued for conversion of Series A preferred stock 2,721 $ — N/A 7. Stock issued for conversion of Series B preferred stock 36,125,000 $ — N/A 1. Includes $98,102 for the excess of fair value over issuance price for compensation, services and cash. 2. Includes $654,913 for the excess in fair value over issuance price for debt settlement.

Significant Accounting Polici20

Significant Accounting Policies and Basis of Presentation (Details) - USD ($)	May 31, 2016	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)	$ 28,061	$ 239,748

Debt (Schedule of Debt Outstand

Debt (Schedule of Debt Outstanding) (Details) - USD ($)	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 3,741,564	$ 4,379,160
Less: debt discount
Total current debt	3,741,564	4,379,160
Debt in default	1,600,000	2,600,000
Unsecured Convertible Debt - Derivative Liabilities [Member]
Short-term Debt [Line Items]
Carrying amount	87,500	1,296,597	$ 1,533,154
Less: debt discount
Total current debt	87,500	1,296,597
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Carrying amount	274,097		1,378,207
Less: debt discount
Total current debt	274,097
Secured Debt [Member]
Short-term Debt [Line Items]
Carrying amount	2,140,000	2,700,000	$ 2,700,000
Total current debt	2,140,000	2,700,000
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Total current debt	$ 1,239,967	$ 382,563

Debt (Unsecured Convertible Deb

Debt (Unsecured Convertible Debt - Derivative Liabilities - Summary) (Details) - USD ($)	9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	234,596	$ 798,577
Ending balance	3,741,564		$ 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 common stock	(305,000)		(790,712)
Reclassification of convertible debt to demand debt	(630,000)
Reclassification of convertible debt to derivative debt due to tainting	(274,097)		286,847
Ending balance	$ 87,500		$ 1,296,597

Debt (Unsecured Convertible D23

Debt (Unsecured Convertible Debt - Derivative Liabilities - Terms) (Details) - USD ($)	9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 3,741,564		$ 4,379,160
Gain on settlement of derivative debt	48,653
Excess of fair market value of common stock over share issuance price to settle debt	520,163
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	$ 87,500		$ 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 ($)	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Debt Instrument [Line Items]
Carrying amount	$ 3,741,564	$ 4,379,160
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Carrying amount	87,500	1,296,597	$ 1,533,154
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 2 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 75,000	$ 120,000
Conversion price per share	$ 1	$ 1
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 3 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 12,500	$ 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
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
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
Conversion price per share	$ 0.40	$ 0.40

Debt (Unsecured Convertible D25

Debt (Unsecured Convertible Debt - Non-derivatives - Summary) (Details) - USD ($)	9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	(234,596)	$ (798,577)
Ending balance	3,741,564		$ 4,379,160
Unsecured Convertible Debt - Non-derivatives [Member]
Short-term Debt [Line Items]
Carry forward balance		$ 1,378,207	1,378,207
Borrowings	70,000		83,500
Repayments			(631,819)
Conversion of convertible debt to common stock	(70,000)		(844,250)
Gain on debt settlement			(48,791)
Reclassification of derivative debt back to convertible debt (tainting removed)	274,097		63,153
Ending balance	$ 274,097

Debt (Unsecured Convertible D26

Debt (Unsecured Convertible Debt - Non-derivatives - Terms) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Loss on extinguishment of debt			$ 654,913
Carrying amount	3,741,564		3,741,564		$ 4,379,160
Stock issued during period, fair value			949,800
Repayment of debt			234,596	$ 798,577
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, 2015
Debt instrument maturity date, end of range					Jun. 9, 2015
Carrying amount	$ 274,097		274,097			$ 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 ($)	Nov. 16, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance		$ 4,379,160
Repayments		234,596	$ 798,577
Ending balance		3,741,564		$ 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		(74,596)		(150,629)
Additional debt brought about in debt settlement		121,360
Accrued interest reclassed to note principal		268,140
Conversion into master license agreement	$ 100,000	(100,000)
Conversion of demand debt to common stock				(50,000)
Rollup of accrued commissions to term debt		12,500
Reclassification of derivative debt back to convertible debt (tainting removed)		630,000
Reclassification to derivative debt due to tainting				(350,000)
Ending balance		$ 1,239,967		$ 382,563

Debt (Unsecured Demand_Term D28

Debt (Unsecured Demand/Term Debt - Terms) (Details) - USD ($)	6 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2016	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 3,741,564	$ 3,741,564	$ 4,379,160
Loss incurred in connection with settlement with debt holder		121,360
Current portion	3,741,564	3,741,564	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
New 12% Unsecured Note [Member]
Short-term Debt [Line Items]
Current portion	293,800	293,800
Noncurrent portion	935,600	935,600
Unsecured Demand/Term Debt [Member]
Short-term Debt [Line Items]
Carrying amount	1,239,967	1,239,967	382,563	$ 833,192
Amount received towards master license agreement	(200,000)
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note One [Member]
Short-term Debt [Line Items]
Carrying amount	1,209,550	$ 1,209,550	$ 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, 2015	Nov. 6, 2015
Debt instrument maturity date, end of range		Apr. 1, 2020	Apr. 1, 2020
Unsecured Demand/Term Debt [Member] | Unsecured Demand Note Two [Member]
Short-term Debt [Line Items]
Carrying amount	10,000	$ 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	$ 20,417	$ 20,417	$ 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

Debt (Secured Debt - Summary) (

Debt (Secured Debt - Summary) (Details) - USD ($)	9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015
Short-term Debt [Line Items]
Carry forward balance	$ 4,379,160
Repayments	234,596	$ 798,577
Ending balance	3,741,564		$ 4,379,160
Secured Debt [Member]
Short-term Debt [Line Items]
Carry forward balance	2,700,000	$ 2,700,000	2,700,000
Additional debt brought about in debt settlement	155,242
Repayments	(60,000)
Conversion of secured debt to Series B preferred stock	(1,100,000)
Reclassification of accrued interest to debt	444,758
Ending balance	$ 2,140,000		$ 2,700,000

Debt (Secured Debt - Terms) (De

Debt (Secured Debt - Terms) (Details) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Short-term Debt [Line Items]
Carrying amount	$ 3,741,564	$ 4,379,160
Current portion	3,741,564	$ 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
Amount awarded to plaintiff in litigation matter	2,100,000
Gain (loss) on settlement of litigation matter	(155,242)
Series B preferred stock issued for inducement to settle debt	$ 134,750
Shares issued price per share	$ 0.04
New 5% Note [Member]
Short-term Debt [Line Items]
Current portion	$ 240,000
Noncurrent portion	$ 700,000
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, 2015
Information relating to debt instrument	Secured by all the assets of OSM	Secured by all the assets of OSM
Carrying amount	$ 2,140,000	$ 2,700,000	$ 2,700,000
Current portion	$ 2,140,000	$ 2,700,000

Debt (Schedule of Debt Net of D

Debt (Schedule of Debt Net of Discounts) (Details) - USD ($)	May 31, 2016	Aug. 31, 2015
Debt Disclosure [Abstract]
Total outstanding debt	$ 3,741,564	$ 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	$ 3,741,564	$ 4,379,160

Debt (Debt Discounts - Narrativ

Debt (Debt Discounts - Narrative) (Details)	9 Months Ended
	May 31, 2016USD ($)
Debt Disclosure [Abstract]
Derivative expense

Derivative Liabilities (Schedul

Derivative Liabilities (Schedule of Fair Value of Derivative Liabilities) (Details) - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2016	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	(211,697)	(817,223)
Reclassification of derivative associated with convertible debt that was settled		(202,131)
Derivative liabilities (balance)	$ 28,051	$ 239,748

Derivative Liabilities (Sched34

Derivative Liabilities (Schedule of Assumptions Used to Measure Derivative Liabilities) (Details)	9 Months Ended
	May 31, 2016$ / shares
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	3 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	3 months
Risk free interest rate	0.33%

Stockholders' Deficit (Schedule

Stockholders' Deficit (Schedule of Activity of Series A - Convertible Preferred Stock) (Details) - Series A Convertible Preferred Stock [Member]	9 Months Ended
	May 31, 2016shares
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 (Schedu36

Stockholders' Deficit (Schedule of Activity of Series B - Convertible Preferred Stock) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015
Class of Stock [Line Items]
Deemed dividend on preferred stock			$ 3,280,151		$ 2,252,351
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Beginning balance, shares			18,141,051
Shares issued for cash, shares			4,749,000
Issuance of Series B preferred stock for debt and accrued interest ($0.40 /share), shares			2,750,000
Conversion of Series B preferred stock to Series C preferred stock, shares			(3,450,000)
Issuance of Series B preferred stock for services rendered ($0.50 /share), shares			59,625
Conversion of Series B preferred stock to common stock, shares			(3,612,500)
Ending balance, shares	18,637,176		18,637,176		18,141,051
Stock issued for cash, issuance price per share	$ 0.20		$ 0.20
Stock issued for debt & accrued interest, issuance price per share	0.40		0.40
Stock issued for services rendered, issuance price per share	$ 0.50		$ 0.50

Stockholders' Deficit (Schedu37

Stockholders' Deficit (Schedule of Activity of Series C - Convertible Preferred Stock) (Details) - Series C Convertible Preferred Stock [Member]	9 Months Ended
	May 31, 2016shares
Class of Stock [Line Items]
Beginning balance, shares
Conversion of Series B preferred stock to Series C preferred stock, shares	1,725,000
Ending balance, shares	1,725,000

Stockholders' Deficit (Common S

Stockholders' Deficit (Common Stock) (Details)	9 Months Ended
	May 31, 2016USD ($)$ / sharesshares
Class of Stock [Line Items]
Stock based compensation	$ 337,313	[1]
Issuance of common stock for services rendered	472,185	[1]
Issuance of additional common stock for inducement to settle debt	156,625
Issuance of common stock for cash ($0.04 /share)	53,563	[1]
Stock issued for debt and accrued interest	1,100,859	[2]
Stock issued for debt and accrued interest, excess of issuance price over FMV	654,913
Stock issued for cash, excess of issuance price over FMV	$ 98,102
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for cash, price per share | $ / shares	$ 0.0400
Minimum [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued for stock based compensation, issuance price per share | $ / shares	0.0587
Stock issued for services, issuance price per share | $ / shares	0.0516
Stock issued for debt & accrued interest, issuance price per share | $ / shares	0.0749
Stock issued as an inducement to settle debt, price per share | $ / shares	0.02
Maximum [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued for stock based compensation, issuance price per share | $ / shares	0.0880
Stock issued for services, issuance price per share | $ / shares	0.0938
Stock issued for debt & accrued interest, issuance price per share | $ / shares	0.0890
Stock issued as an inducement to settle debt, price per share | $ / shares	$ 0.0475
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for compensation, shares | shares	4,393,501
Stock issued for services rendered, shares | shares	8,130,523
Stock issued for debt & accrued interest, shares | shares	12,898,654
Issuance of additional common stock for inducement to settle debt, shares | shares	2,250,000
Issuance of common stock for cash ($0.04 /share), shares | shares	1,031,250
Conversion of Series B preferred stock to common stock, shares | shares	36,125,000
Conversion of preferred stock to common stock, shares | shares	2,721
Stock issued for debt & accrued interest, issuance price per share | $ / shares	$ 0.40
Stock based compensation	$ 4,393
Issuance of common stock for services rendered	8,131
Issuance of additional common stock for inducement to settle debt	2,250
Issuance of common stock for cash ($0.04 /share)	$ 1,031
[1]	Includes $98,102 for the excess of fair value over issuance price for compensation, services and cash.
[2]	Includes $654,913 for the excess in fair value over issuance price for debt settlement.

Stockholders' Deficit (Schedu39

Stockholders' Deficit (Schedule of Stock Option Activity) (Details) - Stock Options [Member] - USD ($)	9 Months Ended	12 Months Ended
	May 31, 2016	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	4 years 8 months 9 days	5 years 5 months 9 days
Options exercisable, weighed average remaining contractual life	4 years 8 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
Exercisable options, aggregate intrinsic value
Grant date fair value of options granted	$ 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]	9 Months Ended
	May 31, 2016$ / sharesshares
Number of warrants:
Warrants outstanding, beginning | shares	7,496,140
Granted (for debt) | shares
Granted (other) | shares
Exercised | shares
Expired | shares	(531,250)
Warrants outstanding, ending | shares	6,964,890
Warrants outstanding weighted average exercise price, beginning | $ / shares	$ 0.42
Granted (for debt) | $ / shares
Granted (other) | $ / shares
Exercised | $ / shares
Expired | $ / shares	0.82
Warrants outstanding weighted average exercise price, ending | $ / shares	$ 0.56

Stockholders' Deficit (Summary

Stockholders' Deficit (Summary of Warrants Outstanding by Price Range) (Details) - Warrant [Member] - Warrant Exercise Price Range One [Member]	9 Months Ended
	May 31, 2016USD ($)$ / sharesshares
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items]
Range of exercise price, lower limit	$ 0.40
Range of exercise price, upper limit	$ 1.25
Number outstanding | shares	4,491,050
Remaining Average Contractual Life	1 year 8 months 1 day
Weighted Average Exercise Price, Outstanding	$ 0.56
Number exercisable | shares	6,564,383
Weighted average exercise price, exercisable	$ 0.56
Intrinsic value | $

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss (income) including non controlling interest	$ 1,388,533	$ 257,063	$ 3,474,225	$ 1,147,405
Net cash used in operating activities			1,368,856	$ 1,003,611
Working capital deficit	6,000,000		6,000,000
Total Deficit	$ 7,298,774		$ 7,298,774		$ 8,024,707

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Jul. 15, 2016shares
Common Stock [Member]
Subsequent Event [Line Items]
Issuance of common shares for conversion of Series B Preferred shares	10,250,000
Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Number of Series B Preferred shares converted to common shares	1,025,000