Soupman (SOUPQ) 10-Q 20 Jan 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Jan. 20, 2017
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, 2016
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		243,202,424

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Current Assets
Cash	$ 336,407	$ 1,424,544
Accounts receivable - net	532,180	321,347
Inventory	540,042	286,804
Prepaid expenses	66,524	108,693
Total Current Assets	1,475,153	2,141,388
Property and equipment - net	3,635	4,423
Other Assets
Due from franchisees	60,628	52,951
Intangible assets - net
Other	20,161	20,161
Total Other Assets	80,789	73,112
Total Assets	1,559,577	2,218,923
Current Liabilities
Accounts payable and accrued liabilities	4,282,261	3,990,306
Current portion of convertible debt - net of discount ($0 and $320)	106,000	130,680
Current portion of demand debt - net of discount ($2,419 and $4,731)	1,767,837	1,991,996
Deferred revenue	145,012	157,513
Derivative liabilities	2,314,464	3,311,580
Total Current Liabilities	8,615,574	9,582,075
Long Term Liabilities
Convertible debt - net of discount ($2,679,216 and $3,173,333)	680,784	186,667
Demand debt	1,709,500	1,709,500
Total Long Term Liabilities	2,390,284	1,896,167
Total Liabilities	11,005,858	11,478,242
Stockholders' Deficit
Preferred stock
Common stock, par value $0.001; 500,000,000 shares authorized, 243,202,424 and 221,904,924 issued and outstanding	243,202	221,905
Additional paid in capital	22,579,583	22,298,089
Accumulated deficit	(31,603,809)	(31,118,452)
Total Stockholders' Deficit	(8,768,727)	(8,585,422)
Noncontrolling interest	(677,554)	(673,897)
Total Deficit	(9,446,281)	(9,259,319)
Total Liabilities and Stockholders' Deficit	1,559,577	2,218,923
Series A Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	879	879
Total Deficit	879	879
Series B Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	9,692	10,431
Total Deficit	9,692	10,431
Series C Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	1,725	1,725
Total Deficit	1,725	1,725
Series D Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	1	1
Total Deficit	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	243,202,424	221,904,924
Common stock, shares outstanding	243,202,424	221,904,924
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	878,639
Preferred stock, shares outstanding	878,639	878,639
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	9,692,439	10,431,516
Preferred stock, shares outstanding	9,692,439	10,431,516
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	1,725,000
Preferred stock, shares outstanding	1,725,000	1,725,000
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	672	672
Preferred stock, shares issued	672	672
Preferred stock, shares outstanding	672	672
Convertible Debt [Member]
Unamortized discount current		$ 320
Unamortized discount noncurrent	2,679,216	3,173,333
Demand Debt [Member]
Unamortized discount current	$ 2,419	$ 4,731

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Revenue
Soup sales - net	$ 1,010,665	$ 572,297
Franchise sales - net		101,431
Franchise royalties	38,501	47,934
Total revenue	1,049,166	721,662
Cost of sales	798,716	397,350
Gross profit	250,450	324,312
Operating expenses:
General and administrative	1,099,175	714,284
Royalty	36,820	18,249
Total operating expenses	1,135,995	732,533
Loss from operations	(885,545)	(408,221)
Other income (expense)
Interest expense	(674,774)	(100,660)
Gain on settlement of accounts payable - net	12,250	21,062
Gain (loss) on settlement of debt and accrued liabilities	61,939	(275,242)
Change in fair value of derivative liabilities	997,116	122,647
Total other expense	396,531	(232,193)
Net loss including non-controlling interest	(489,014)	(640,414)
Net income (loss) attributable to non-controlling interest	(3,657)	25,202
Net loss attributable to Soupman	(485,357)	(665,616)
Net loss attributable to common stockholders	$ (485,357)	$ (665,616)
Net loss per share, basic & diluted	$ 0	$ (0.01)
Weighted average shares outstanding, basic & diluted	231,095,217	72,277,520

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Cash Flows From Operating Activities:
Net loss	$ (489,014)	$ (640,414)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	788	1,239
Amortization of intangibles		1,367
Amortization of debt discount	496,749
Stock based compensation	28,472	50,000
Common stock issued for services	215,250	20,000
Common stock issued for inducement to settle debt		120,000
Change in fair market value of derivative liabilities	(997,116)	(122,647)
Gain on settlement of accounts payable, net	(12,250)	(21,062)
Loss (gain) on settlement of debt and accrued liabilities	(61,939)	155,242
Due from others		(115,000)
(Increase) decrease in:
Accounts receivable - net	(210,833)	(95,434)
Accounts receivable - related party		(5,414)
Inventory	(253,238)	127,498
Prepaid expenses	42,169	3,324
Increase (decrease) in:
Accounts payable and accrued liabilities	336,974	(158,832)
Accounts payable and accrued liabilities - related parties		(30,851)
Deferred franchising revenue	(12,501)	70,499
Net Cash Used in Operating Activities	(916,489)	(640,485)
Cash Flows From Investing Activities:
Due from franchisee	(7,677)	(24,999)
Net Cash Used in Investing Activities	(7,677)	(24,999)
Cash Flows From Financing Activities:
Proceeds from issuance of Series B preferred stock for cash		291,000
Obligation to issue shares of Series B for cash		158,800
Repayment of debt and accrued interest in cash	(163,971)	(169,338)
Net Cash Provided by (Used in) Financing Activities	(163,971)	280,462
Net decrease in cash	(1,088,137)	(385,022)
Cash at beginning of year	1,424,544	611,354
Cash at end of year	336,407	226,332
Supplemental disclosures of cash flow information:
Cash paid for interest	62,979
Supplemental disclosures of non-cash investing and financing activities:
Debt and accrued interest converted to common stock	17,900
Debt and accrued interest converted to Series B Preferred Stock	102,369
Reclassification of accrued commissions to debt		12,500
Conversion of Series A preferred stock to common stock		3
Conversion of Series B Preferred Stock to common stock	$ 10,250

Significant Accounting Policies

Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Nov. 30, 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, 2016, 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, 2016. The interim results for the period ended November 30, 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. November 30, August 31, Derivative liabilities (balance) $ 2,314,464 $ 3,311,580 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 November 30, 2016 and August 31, 2016, respectively.

Debt

Debt	3 Months Ended
	Nov. 30, 2016
Debt Disclosure [Abstract]
Debt	Note 2 - Debt Debt consists of the following at November 30, 2016 and August 31, 2016: Description November 30, August 31, A. Unsecured convertible debt – derivative liabilities $ 3,466,000 $ 3,491,000 Less : debt discount (2,679,216 ) (3,173,653 ) Convertible debt – 786,784 317,347 B. Unsecured convertible debt – — — Less : debt discount — — Convertible debt – — — C. Unsecured demand/term debt 1,589,756 1,816,227 Less : debt discount (2,419 ) (4,731 ) Unsecured demand debt – net² 1,587,337 1,811,496 D. Secured demand debt³ 1,890,000 1,890,000 Total debt $ 4,264,121 $ 4,018,843 1. Includes $106,000 short-term debt and $680,784 of long-term debt. 2. Includes $567,837 short-term debt and $1,019,500 long-term debt. 3. Includes $1,200,000 short-term debt and $690,000 long-term debt. The Company’s total debt is $6,945,756 and is due and payable over the next 5 fiscal years as set out below: Year Principle Repayment 8/31/2016 $ 1,680,595 8/31/2017 195,661 8/31/2018 3,837,621 8/31/2019 620,231 8/31/2020 611,648 8/31/2021 — $ 6,945,756 The corresponding debts above are more fully discussed below: (A) Unsecured Convertible Debt – Derivative Liabilities Description November 30, August 31, Carry forward balance $ 3,491,000 $ 1,296,590 Borrowings — 3,480,000 Loss for additional debt brought about by debt settlements — 45,140 Repayment of derivative debt (25,000 ) (25,000 ) Conversion of derivative debt to common stock — (370,000 ) Reclassification of convertible derivative debt to demand debt — (936,740 ) Gain on settlement of debt — (5,000 ) Reclassification of convertible debt to derivative debt due to tainting — 6,000 Ending balance $ 3,466,000 $ 3,491,000 Total derivative debt at November 30, 2016 and August 31, 2016 consists of the following. Description Information November 30, August 31, Series 8 8% per annum interest; convertible at $0.40 per share; term expired. Shown as derivative due to tainting $ 100,000 $ 100,000 Series 12 10% per annum interest; 2-month term; convertible at $0.02 per share; term expired — 25,000 Series 13 8% per annum interest; convertible at $0.02 per share; remaining term: term expired 6,000 6,000 Series 14 8% per annum interest; convertible at $0.02 per share only after the Company increases the number of authorized shares; remaining term: 16 months 3,360,000 3,360,000 Total $ 3,466,000 $ 3,491,000 Holders of derivative debt have the option to convert all or part of the note’s principal plus accrued interest into shares of the Company’s common stock at the conversion price(s) and terms set out above. (B) Unsecured Convertible Debt – Non-derivatives Description November 30, August 31, Carry forward balance $ — $ — Borrowings — (6,000 ) Repayment of convertible debt — — Conversion of convertible debt to stock — — Gain on debt settlement — — Reclassification of convertible debt to derivative due to tainting — (6,000 ) Ending balance $ — $ — Holders of convertible non-derivative debt have the option to convert all or part of the note’s principal plus accrued interest into shares of the Company’s common stock at the conversion price(s) and terms set out above. (C) Unsecured Demand/Term Debt Unsecured demand notes consist of the following at November 30, 2016 and August 31, 2016: Description November 30, August 31, Carry forward balance $ 1,816,227 $ 382,563 Borrowings — 360,000 Loss on additional debt brought about by debt settlements — 121,360 Repayments (138,971 ) (165,080 ) Credit of note payable against franchise license agreement — (100,000 ) Rollup of accrued interest into debt — 268,140 Rollup of accrued commissions to debt — 12,500 Reclassification of derivative debt to demand debt — 936,744 Conversion of demand debt to stock (87,500 ) — Reclassification to derivative debt due to tainting — — Ending balance $ 1,589,756 $ 1,816,227 During the three months ended November 30, 2016, $12,500 principal and $5,400 interest was converted into 447,500 shares of common stock. During the three months ended November 30, 2016, $75,000 principal and $27,369 accrued interest was converted into 30,000 shares of Series B Preferred stock. In connection with conversion, $61,939 gain on settlement of debt and accrued liabilities was recognized. Unsecured demand notes consisted of the following at November 30, 2016 and August 31, 2016: Information Maturity November 30, August 31, Represents all unsecured demand debt 8% to 12% per annum interest; maturity dates from past due to April 1, 2020 $ 1,589,756 $ 1,816,227 Total $ 1,589,756 $ 1,816,227 (D) Secured Debt Description November 30, August 31, Carry forward balance $ 1,890,000 $ 2,700,000 Borrowings — — Loss on new debt brought about by debt settlement — 155,242 Repayment of debt — (310,000 ) Conversion of debt to Series B preferred stock — (1,100,000 ) Reclassification of accrued interest to debt — 444,758 Ending balance $ 1,890,000 $ 1,890,000 Secured debt consisted of the following activity and terms for the nine months ended November 30, 2016 and the year ended August 31, 2016, respectively: Information November 30, August 31, Interest Rate 5% 5% Maturity Nov. 15, 2018 Nov. 15, 2018 Second security on the assets of OSM 1,890,000 1,890,000 (E) Debt discount November 30, August 31, Total outstanding debt $ 6,945,756 $ 7,197,227 Carry forward debt discount – net (3,178,384 ) — Debt discount related to derivatives — (2,342,138 ) Debt discount related to Series D preferred stock issued along with debt — (332,640 ) Debt discount related to original issue discounts — (360,000 ) Debt discount related to debt issue costs — (423,110 ) Debt discount related to beneficial conversion feature — (1,800 ) Amortization of debt discount 496,749 281,304 Debt – net $ 4,264,121 $ 4,018,843

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Nov. 30, 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 three months ended November 30, 2016 and the year ended August 31, 2016, respectively, (see Note 2(A)). The fair value of the Company’s derivative liabilities at November 30, 2016 and August 31, 2016 is as follows. November 30, August 31, Carry forward balance $ 3,311,580 $ 239,748 Fair value at the commitment date recorded as debt discount — 2,342,138 Fair value at the commitment date recorded as derivative expense — 2,231,865 Fair value mark-to-market adjustment (997,116) (1,509,401 ) Tainting of derivatives of convertible notes and warrants — 9,298 Reclassification of derivative liabilities to equity — (2,068 ) Derivative liabilities (balance) $ 2,314,464 $ 3,311,580 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 November 30, 2016: Commitment Date Re-measurement Date Exercise price $0.02 - $0.04 $0.02 - $0.04 Expected dividends 0% 0% Expected volatility 149% - 218% 164% - 184% Expected term: convertible debt and warrants 0.08 - 2.0 years 0.16 to 1.33 years Risk free interest rate 0.28% - 0.70% 0.38% - 1.40%

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Nov. 30, 2016
Equity [Abstract]
Stockholders' Deficit	Note 4 - Stockholders’ Deficit (A) Common Stock During the three months ended November 30, 2016, 447,500 shares of common stock was issued for conversion of $12,500 principal and $5,400 accrued interest. The shares were valued for $8,681 thus $9,219 gain on settlement of debt and accrued liabilities was recognized; 9,350,000 shares of common stock were issued to third parties for services rendered, value for $215,250; 1,250,000 shares of common stock, was issued to related parties for services rendered, valued for $27,752; 10,250,000 shares of common stock were issued for conversion of 1,025,000 shares of Series B Preferred Stock. (B) Series B Preferred Stock During the three months ended November 30, 2016, 255,923 shares of Series Preferred B was issued for conversion of $75,000 principal and $27,369 accrued interest. The shares were valued for $49,649 thus $52,720 gain on settlement of debt and accrued liabilities were recognized; 30,000 shares of Series B Preferred Stock were issued to related parties for services rendered, valued for $720. (C) Stock Options The following is a summary of the Company’s stock option activity for the three months ended November 30, 2016. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance – August 31, 2016 2,275,000 $ 0.46 4.16 year — Granted — — Exercised — — Forfeited — — Balance – November 30, 2016 2,275,000 $ 0.46 3.91 year — Exercisable – November 30, 2016 2,275,000 $ 0.46 3.91 year — Grant date fair value of options granted $ — Weighted average grant date fair value $ — Outstanding options held by related parties (November 30, 2016) 1,750,000 Exercisable options held by related parties (November 31, 2016) 1,750,000 For the three months ended November 30, 2016, the Company had no expenses related to vested options. (D) Stock Warrants The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 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, 2016 6,286,050 $ 0.33 Granted (for debt) — — Granted (other) — — Exercised — — Expired — — Balance at November 30, 2016 6,286,050 $ 0.33 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 $0.03 -$.80 6,286,050 1.24 $ .33 6,286,050 .33 $ —

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Nov. 30, 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-K Report.

Going Concern

Going Concern	3 Months Ended
	Nov. 30, 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 three months ended November 30, 2016, the Company had a net loss including non-controlling interest of approximately $485,000, net cash used in operations of approximately $916,000, working capital deficit of approximately $7.1 million and a stockholders’ deficit of approximately $8.8 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; · 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.

Significant Accounting Polici12

Significant Accounting Policies and Basis of Presentation (Policies)	3 Months Ended
	Nov. 30, 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, 2016, 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, 2016. The interim results for the period ended November 30, 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. November 30, August 31, Derivative liabilities (balance) $ 2,314,464 $ 3,311,580 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 November 30, 2016 and August 31, 2016, respectively.

Significant Accounting Polici13

Significant Accounting Policies and Basis of Presentation (Tables)	3 Months Ended
	Nov. 30, 2016
Accounting Policies [Abstract]
Schedule of Major Categories of Liabilities Measured at Fair Value on Recurring Basis	November 30, August 31, Derivative liabilities (balance) $ 2,314,464 $ 3,311,580

Debt (Tables)

Debt (Tables)	3 Months Ended
	Nov. 30, 2016
Debt Instrument [Line Items]
Schedule of Debt Outstanding	Debt consists of the following at November 30, 2016 and August 31, 2016: Description November 30, August 31, A. Unsecured convertible debt – derivative liabilities $ 3,466,000 $ 3,491,000 Less : debt discount (2,679,216 ) (3,173,653 ) Convertible debt – 786,784 317,347 B. Unsecured convertible debt – — — Less : debt discount — — Convertible debt – — — C. Unsecured demand/term debt 1,589,756 1,816,227 Less : debt discount (2,419 ) (4,731 ) Unsecured demand debt – net 2 1,587,337 1,811,496 D. Secured demand debt³ 1,890,000 1,890,000 Total debt $ 4,264,121 $ 4,018,843 1. Includes $106,000 short-term debt and $680,784 of long-term debt. 2. Includes $567,837 short-term debt and $1,019,500 long-term debt. 3. Includes 1,200,000 short-term debt and 690,000 long-term debt.
Schedule of Total Debt	The Company’s total debt is $6,945,756 and is due and payable over the next 5 fiscal years as set out below: Year Principle Repayment 8/31/2016 $ 1,680,595 8/31/2017 195,661 8/31/2018 3,837,621 8/31/2019 620,231 8/31/2020 611,648 8/31/2021 — $ 6,945,756
Schedule of Debt Net of Discounts	November 30, August 31, Total outstanding debt $ 6,945,756 $ 7,197,227 Carry forward debt discount – net (3,178,384 ) — Debt discount related to derivatives — (2,342,138 ) Debt discount related to Series D preferred stock issued along with debt — (332,640 ) Debt discount related to original issue discounts — (360,000 ) Debt discount related to debt issue costs — (423,110 ) Debt discount related to beneficial conversion feature — (1,800 ) Amortization of debt discount 496,749 281,304 Debt – net $ 4,264,121 $ 4,018,843
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ 3,491,000 $ 1,296,590 Borrowings — 3,480,000 Loss for additional debt brought about by debt settlements — 45,140 Repayment of derivative debt (25,000 ) (25,000 ) Conversion of derivative debt to common stock — (370,000 ) Reclassification of convertible derivative debt to demand debt — (936,740 ) Gain on settlement of debt — (5,000 ) Reclassification of convertible debt to derivative debt due to tainting — 6,000 Ending balance $ 3,466,000 $ 3,491,000
Schedule of Total Derivative Debt Outstanding	Total derivative debt at November 30, 2016 and August 31, 2016 consists of the following. Description Information November 30, August 31, Series 8 8% per annum interest; convertible at $0.40 per share; term expired. Shown as derivative due to tainting $ 100,000 $ 100,000 Series 12 10% per annum interest; 2-month term; convertible at $0.02 per share; term expired — 25,000 Series 13 8% per annum interest; convertible at $0.02 per share; remaining term: term expired 6,000 6,000 Series 14 8% per annum interest; convertible at $0.02 per share only after the Company increases the number of authorized shares; remaining term: 16 months 3,360,000 3,360,000 Total $ 3,466,000 $ 3,491,000
Unsecured Convertible Debt - Non-derivatives [Member]
Debt Instrument [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ — $ — Borrowings — (6,000 ) Repayment of convertible debt — — Conversion of convertible debt to stock — — Gain on debt settlement — — Reclassification of convertible debt to derivative due to tainting — (6,000 ) Ending balance $ — $ —
Unsecured Demand/Term Debt [Member]
Debt Instrument [Line Items]
Schedule of Changes In Debt Instrument During Period	Unsecured demand notes consist of the following at November 30, 2016 and August 31, 2016: Description November 30, August 31, Carry forward balance $ 1,816,227 $ 382,563 Borrowings — 360,000 Loss on additional debt brought about by debt settlements — 121,360 Repayments (138,971 ) (165,080 ) Credit of note payable against franchise license agreement — (100,000 ) Rollup of accrued interest into debt — 268,140 Rollup of accrued commissions to debt — 12,500 Reclassification of derivative debt to demand debt — 936,744 Conversion of demand debt to stock (87,500 ) — Reclassification to derivative debt due to tainting — — Ending balance $ 1,589,756 $ 1,816,227
Schedule of Total Derivative Debt Outstanding	Unsecured demand notes consisted of the following at November 30, 2016 and August 31, 2016: Information Maturity November 30, August 31, Represents all unsecured demand debt 8% to 12% per annum interest; maturity dates from past due to April 1, 2020 $ 1,589,756 $ 1,816,227 Total $ 1,589,756 $ 1,816,227
Secured Debt [Member]
Debt Instrument [Line Items]
Schedule of Changes In Debt Instrument During Period	Description November 30, August 31, Carry forward balance $ 1,890,000 $ 2,700,000 Borrowings — — Loss on new debt brought about by debt settlement — 155,242 Repayment of debt — (310,000 ) Conversion of debt to Series B preferred stock — (1,100,000 ) Reclassification of accrued interest to debt — 444,758 Ending balance $ 1,890,000 $ 1,890,000
Schedule of Total Derivative Debt Outstanding	Secured debt consisted of the following activity and terms for the nine months ended November 30, 2016 and the year ended August 31, 2016, respectively: Information November 30, August 31, Interest Rate 5% 5% Maturity Nov. 15, 2018 Nov. 15, 2018 Second security on the assets of OSM 1,890,000 1,890,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Nov. 30, 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 November 30, 2016 and August 31, 2016 is as follows. November 30, August 31, Carry forward balance $ 3,311,580 $ 239,748 Fair value at the commitment date recorded as debt discount — 2,342,138 Fair value at the commitment date recorded as derivative expense — 2,231,865 Fair value mark-to-market adjustment (997,116) (1,509,401 ) Tainting of derivatives of convertible notes and warrants — 9,298 Reclassification of derivative liabilities to equity — (2,068 ) Derivative liabilities (balance) $ 2,314,464 $ 3,311,580
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 November 30, 2016: Commitment Date Re-measurement Date Exercise price $0.02 - $0.04 $0.02 - $0.04 Expected dividends 0% 0% Expected volatility 149% - 218% 164% - 184% Expected term: convertible debt and warrants 0.08 - 2.0 years 0.16 to 1.33 years Risk free interest rate 0.28% - 0.70% 0.38% - 1.40%

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Nov. 30, 2016
Equity [Abstract]
Schedule of Stock Option Activity	The following is a summary of the Company’s stock option activity for the three months ended November 30, 2016. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance – August 31, 2016 2,275,000 $ 0.46 4.16 year — Granted — — Exercised — — Forfeited — — Balance – November 30, 2016 2,275,000 $ 0.46 3.91 year — Exercisable – November 30, 2016 2,275,000 $ 0.46 3.91 year — Grant date fair value of options granted $ — Weighted average grant date fair value $ — Outstanding options held by related parties (November 30, 2016) 1,750,000 Exercisable options held by related parties (November 31, 2016) 1,750,000
Schedule of Stock Warrant Activity	The following is a summary of the Company’s stock warrant activity for the three months ended November 30, 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, 2016 6,286,050 $ 0.33 Granted (for debt) — — Granted (other) — — Exercised — — Expired — — Balance at November 30, 2016 6,286,050 $ 0.33
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 $0.03 -$.80 6,286,050 1.24 $ .33 6,286,050 .33 $ —

Significant Accounting Polici17

Significant Accounting Policies and Basis of Presentation (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities (Level 3)	$ 2,314,464	$ 3,311,580

Debt (Schedule of Debt Outstand

Debt (Schedule of Debt Outstanding) (Details) - USD ($)		Nov. 30, 2016	Aug. 31, 2016	Aug. 31, 2015
Debt Instrument [Line Items]
Carrying amount		$ 6,945,756	$ 7,197,227
Less: debt discount
Total debt		4,264,121	4,018,843
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Carrying amount		3,466,000	3,491,000	$ 1,296,590
Less: debt discount		(2,679,216)	(3,173,653)
Total debt	[1]	786,784	317,347
Debt current		106,000
Debt noncurrent		680,784
Unsecured Convertible Debt - Non-derivatives [Member]
Debt Instrument [Line Items]
Carrying amount
Less: debt discount
Total debt
Unsecured Demand/Term Debt [Member]
Debt Instrument [Line Items]
Carrying amount		1,589,756	1,816,227
Less: debt discount		(2,419)	(4,731)
Total debt	[2]	1,587,337	1,811,496
Debt current		567,837
Debt noncurrent		1,019,500
Secured Debt [Member]
Debt Instrument [Line Items]
Carrying amount		1,890,000	1,890,000	$ 2,700,000
Total debt	[3]	1,890,000	$ 1,890,000
Debt current		1,200,000
Debt noncurrent		$ 690,000
[1]	Includes $106,000 short-term debt and $680,784 of long-term debt.
[2]	Includes $567,837 short-term debt and $1,019,500 long-term debt.
[3]	Includes 1,200,000 short-term debt and 690,000 long-term debt.

Debt (Schedule of Total Debt) (

Debt (Schedule of Total Debt) (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Debt Disclosure [Abstract]
8/31/2016	$ 1,680,595
8/31/2017	195,661
8/31/2018	3,837,621
8/31/2019	620,231
8/31/2020	611,648
8/31/2021
Total Debt	$ 6,945,756	$ 7,197,227

Debt (Unsecured Convertible Deb

Debt (Unsecured Convertible Debt - Derivative Liabilities - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Debt Instrument [Line Items]
Carry forward balance	$ 7,197,227
Repayments	(163,971)	$ (169,338)
Ending balance	6,945,756		$ 7,197,227
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Carry forward balance	3,491,000	$ 1,296,590	1,296,590
Borrowings			3,480,000
Loss for additional debt brought about by debt settlements			45,140
Repayments	(25,000)		(25,000)
Conversion of derivative debt to common stock			(370,000)
Reclassification of convertible debt to demand debt			(936,740)
Gain on settlement of debt			(5,000)
Reclassification of convertible debt to derivative debt due to tainting			6,000
Ending balance	$ 3,466,000		$ 3,491,000

Debt (Unsecured Convertible D21

Debt (Unsecured Convertible Debt - Derivative Liabilities - Summary of Total Derivative Debt) (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016	Aug. 31, 2015
Debt Instrument [Line Items]
Carrying amount	$ 6,945,756	$ 7,197,227
Unsecured Convertible Debt - Derivative Liabilities [Member]
Debt Instrument [Line Items]
Carrying amount	3,466,000	3,491,000	$ 1,296,590
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 instrument, interest rate	8.00%	8.00%
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 12 Debt [Member]
Debt Instrument [Line Items]
Carrying amount		$ 25,000
Conversion price per share		$ 0.02
Debt instrument, interest rate		10.00%
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 13 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 6,000	$ 6,000
Conversion price per share	$ 0.02	$ 0.02
Debt instrument, interest rate	8.00%	8.00%
Unsecured Convertible Debt - Derivative Liabilities [Member] | Series 14 Debt [Member]
Debt Instrument [Line Items]
Carrying amount	$ 3,360,000	$ 3,360,000
Conversion price per share	$ 0.02	$ 0.02
Debt instrument, interest rate	8.00%	8.00%

Debt (Unsecured Convertible D22

Debt (Unsecured Convertible Debt - Non-derivatives - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Debt Instrument [Line Items]
Carry forward balance	$ 7,197,227
Repayments	(163,971)	$ (169,338)
Ending balance	6,945,756		$ 7,197,227
Unsecured Convertible Debt - Non-derivatives [Member]
Debt Instrument [Line Items]
Carry forward balance
Borrowings			6,000
Repayments
Conversion of convertible debt to common stock
Gain on debt settlement
Reclassification of derivative debt back to convertible debt (tainting removed)			(6,000)
Ending balance

Debt (Unsecured Demand_Term Deb

Debt (Unsecured Demand/Term Debt - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Debt Instrument [Line Items]
Carry forward balance	$ 7,197,227
Repayments	(163,971)	$ (169,338)
Ending balance	6,945,756		$ 7,197,227
Unsecured Demand/Term Debt [Member]
Debt Instrument [Line Items]
Carry forward balance	1,816,227	$ 382,563	382,563
Borrowings			360,000
Loss for additional debt brought about by debt settlements			121,360
Repayments	(138,971)		(165,080)
Credit of note payable against franchise license agreement			(100,000)
Rollup of accrued interest into debt			268,140
Rollup of accrued commissions to debt			12,500
Reclassification of derivative debt to demand debt			936,744
Conversion of demand debt to stock	(87,500)
Reclassification to derivative debt due to tainting
Ending balance	$ 1,589,756		$ 1,816,227

Debt (Unsecured Demand_Term D24

Debt (Unsecured Demand/Term Debt - Terms) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016	Aug. 31, 2015
Debt Instrument [Line Items]
Carrying amount	$ 6,945,756		$ 7,197,227
Reclassification of accrued commissions to debt		$ 12,500
Gain (loss) on settlement of debt and accrued liabilities	61,939	$ (275,242)
Unsecured Demand/Term Debt [Member]
Debt Instrument [Line Items]
Carrying amount	1,589,756		1,816,227	$ 382,563
Unsecured Demand/Term Debt [Member] | Demand Notes [Member]
Debt Instrument [Line Items]
Carrying amount	$ 1,589,756		$ 1,816,227
Information relating to debt instrument	8% to 12% per annum interest; maturity dates from past due to April 1, 2020		8% to 12% per annum interest; maturity dates from past due to April 1, 2020
Debt instrument maturity date, end of range	Apr. 1, 2020		Apr. 1, 2020
Unsecured Demand/Term Debt [Member] | Demand Notes [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Principal debt amount converted	$ 12,500
Interest converted	$ 5,400
Shares issued from conversion of debt	447,500
Gain (loss) on settlement of debt and accrued liabilities	$ 9,219
Unsecured Demand/Term Debt [Member] | Demand Notes [Member] | Series B Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Principal debt amount converted	75,000
Interest converted	27,369
Gain (loss) on settlement of debt and accrued liabilities	$ 52,720

Debt (Secured Debt - Summary) (

Debt (Secured Debt - Summary) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Debt Instrument [Line Items]
Carry forward balance	$ 7,197,227
Repayments	(163,971)	$ (169,338)
Ending balance	6,945,756		$ 7,197,227
Secured Debt [Member]
Debt Instrument [Line Items]
Carry forward balance	1,890,000	$ 2,700,000	2,700,000
Borrowings
Loss on new debt brought about by debt settlement			155,242
Repayments			(310,000)
Conversion of debt to Series B preferred stock			1,100,000
Reclassification of accrued interest to debt			444,758
Ending balance	$ 1,890,000		$ 1,890,000

Debt (Secured Debt - Terms) (De

Debt (Secured Debt - Terms) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016	Aug. 31, 2015
Debt Instrument [Line Items]
Carrying amount	$ 6,945,756	$ 7,197,227
Secured Debt [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	5.00%	5.00%
Debt instrument, maturity date	Nov. 15, 2018	Nov. 15, 2018
Information relating to debt instrument	Second security on the assets of OSM	Second security on the assets of OSM
Carrying amount	$ 1,890,000	$ 1,890,000	$ 2,700,000

Debt (Schedule of Debt Net of D

Debt (Schedule of Debt Net of Discounts) (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Debt Disclosure [Abstract]
Total outstanding debt	$ 6,945,756	$ 7,197,227
Carry forward debt discount - net	(3,178,384)
Debt discount related to derivatives		(2,342,138)
Debt discount related to Series D preferred stock issued along with debt		(332,640)
Debt discount related to original issue discounts		(360,000)
Debt discount related to debt issue costs		(423,110)
Debt discount related to beneficial conversion feature		(1,800)
Amortization of debt discount	496,749	281,304
Debt - net	$ 4,264,121	$ 4,018,843

Derivative Liabilities (Schedul

Derivative Liabilities (Schedule of Fair Value of Derivative Liabilities) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Carry forward balance	$ 3,311,580	$ 239,748
Fair value at the commitment date recorded as debt discount		2,342,138
Fair value at the commitment date recorded as derivative expense		2,231,865
Fair value mark-to-market adjustment	(997,116)	(1,509,401)
Tainting of derivatives of convertible notes and warrants		9,298
Reclassification of derivative liabilities to equity		(2,068)
Derivative liabilities (balance)	$ 2,314,464	$ 3,311,580

Derivative Liabilities (Sched29

Derivative Liabilities (Schedule of Assumptions Used to Measure Derivative Liabilities) (Details)	3 Months Ended
	Nov. 30, 2016
Commitment Date [Member]
Derivative [Line Items]
Expected dividends	0.00%
Commitment Date [Member] | Minimum [Member]
Derivative [Line Items]
Exercise price	0.02
Expected volatility	149.00%
Expected term: convertible debt and warrants	29 days
Risk free interest rate	0.28%
Commitment Date [Member] | Maximum [Member]
Derivative [Line Items]
Exercise price	0.04
Expected volatility	218.00%
Expected term: convertible debt and warrants	2 years
Risk free interest rate	0.70%
Remeasurement Date [Member]
Derivative [Line Items]
Expected dividends	0.00%
Remeasurement Date [Member] | Minimum [Member]
Derivative [Line Items]
Exercise price	0.02
Expected volatility	164.00%
Expected term: convertible debt and warrants	1 month 28 days
Risk free interest rate	0.38%
Remeasurement Date [Member] | Maximum [Member]
Derivative [Line Items]
Exercise price	0.04
Expected volatility	184.00%
Expected term: convertible debt and warrants	1 year 3 months 29 days
Risk free interest rate	1.40%

Stockholders' Deficit (Common S

Stockholders' Deficit (Common Stock) (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Class of Stock [Line Items]
Gain (loss) on settlement of debt and accrued liabilities	$ 61,939	$ (275,242)
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Series B Preferred Stock shares converted	1,025,000
Unsecured Demand/Term Debt [Member] | Demand Notes [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued for debt & accrued interest, fair value	$ 8,681
Principal debt amount converted	12,500
Interest converted	$ 5,400
Shares issued from conversion of debt	447,500
Gain (loss) on settlement of debt and accrued liabilities	$ 9,219
Unsecured Demand/Term Debt [Member] | Demand Notes [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Principal debt amount converted	75,000
Interest converted	27,369
Gain (loss) on settlement of debt and accrued liabilities	$ 52,720
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for services rendered, shares	9,350,000
Stock issued for services rendered, fair value	$ 215,250
Shares of common stock issued from conversion of Series B Preferred Stock	10,250,000
Common Stock [Member] | Related Party [Member]
Class of Stock [Line Items]
Stock issued for services rendered, shares	1,250,000
Stock issued for services rendered, fair value	$ 27,752

Stockholders' Deficit (Series B

Stockholders' Deficit (Series B Preferred Stock) (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Class of Stock [Line Items]
Gain (loss) on settlement of debt and accrued liabilities	$ 61,939	$ (275,242)
Series B Convertible Preferred Stock [Member] | Related Party [Member]
Class of Stock [Line Items]
Stock issued for services rendered, shares	30,000
Stock issued for services rendered, fair value	$ 720
Unsecured Demand/Term Debt [Member] | Demand Notes [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares issued for debt and accrued interest, shares	255,923
Value shares issued for debt and accrued interest	$ 49,649
Principal debt amount converted	75,000
Interest converted	27,369
Gain (loss) on settlement of debt and accrued liabilities	$ 52,720

Stockholders' Deficit (Schedule

Stockholders' Deficit (Schedule of Stock Option Activity) (Details) - Stock Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Summary of Stock Option Activity:
Options outstanding, beginning	2,275,000
Granted
Exercised
Forfeited
Options outstanding, ending	2,275,000	2,275,000
Weighted average exercise price, beginning	$ 0.46	$ 0.46
Granted
Exercised
Forfeited
Weighted average exercise price, ending	$ .46	$ 0.46
Options outstanding, weighted average remaining contractual life	3 years 10 months 28 days	4 years 1 month 28 days
Options exercisable, weighed average remaining contractual life	3 years 10 months 28 days
Aggregate intrinsic value, beginning
Aggregate intrinsic value, ending
Exercisable options, number	2,275,000
Exercisable options, weighted average exercise price	$ 0.46
Grant date fair value
Weighted average grant date fair value
Related Party [Member]
Summary of Stock Option Activity:
Options outstanding, ending	1,750,000
Exercisable options, number	1,750,000

Stockholders' Deficit (Schedu33

Stockholders' Deficit (Schedule of Stock Warrant Activity) (Details) - Warrant [Member]	3 Months Ended
	Nov. 30, 2016$ / sharesshares
Number of warrants:
Warrants outstanding, beginning | shares	6,286,050
Granted (for debt) | shares
Granted (other) | shares
Exercised | shares
Expired | shares
Warrants outstanding, ending | shares	6,286,050
Weighted average exercise price:
Warrants outstanding weighted average exercise price, beginning | $ / shares	$ 0.33
Granted (for debt) | $ / shares
Granted (other) | $ / shares
Exercised | $ / shares
Expired | $ / shares
Warrants outstanding weighted average exercise price, ending | $ / shares	$ 0.33

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, 2016USD ($)$ / sharesshares
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items]
Range of exercise price, lower limit	$ 0.03
Range of exercise price, upper limit	$ .80
Number outstanding | shares	6,286,050
Remaining Average Contractual Life	1 year 5 months 27 days
Weighted Average Exercise Price, Outstanding	$ .33
Number exercisable | shares	6,286,050
Weighted average exercise price, exercisable	$ 0.33
Intrinsic value | $

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 485,357	$ 665,616
Net cash used in operating activities	916,489	$ 640,485
Working capital deficit	7,100,000
Stockholders' Deficit	$ 8,768,727		$ 8,585,422