Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'BROADCAST LIVE DIGITAL CORP. |
Document Type | '10-K |
Document Period End Date | 31-Aug-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001502952 |
Current Fiscal Year End Date | '--08-31 |
Entity Common Stock, Shares Outstanding | 437,503,920 |
Entity Public Float | $1,380,000 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Current assets | ' | ' |
Cash | ' | $380 |
Prepaid expenses | ' | 500 |
Total current assets | ' | 880 |
Total assets | ' | 880 |
Current liabilities | ' | ' |
Accrued expenses | 62,679 | 21,329 |
Advances from stockholder | 22,826 | 14,500 |
Convertible notes payable | 20,500 | ' |
Total current liabilities | 106,005 | 35,829 |
Total liabilities | 106,005 | 35,829 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock value | ' | ' |
Common stock value | 43,750 | 13,875 |
Additional paid-in capital | 86,979 | 28,565 |
Accumulated deficit | -236,734 | -77,389 |
Total stockholders' deficit | -106,005 | -34,949 |
Total liabilities and stockholders' deficit | ' | $880 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Balance Sheet | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 437,503,920 | 138,751,200 |
Common stock, shares outstanding | 437,503,920 | 138,751,200 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Statement | ' | ' |
Revenues | ' | ' |
Operating expenses: | ' | ' |
Compensation | 500 | 6,000 |
Professional fees | 69,806 | 20,097 |
General and administrative expenses | 41,231 | 1,467 |
Total operating expenses | 111,537 | 27,564 |
LOSS FROM OPERATIONS | -111,537 | -27,564 |
OTHER (INCOME) EXPENSES | ' | ' |
Amortization of beneficial conversion | 20,500 | ' |
Write off of mineral resources claim rights | 26,674 | ' |
Interest expense | 634 | ' |
Total other (income) expenses | 47,808 | ' |
Net loss | -159,345 | -27,564 |
Income tax provision | ' | ' |
Net loss and comprehensive loss | ($159,345) | ($27,564) |
Net loss per common share - basic and diluted | ($0.00) | ($0.00) |
Weighted average common shares outstanding - basic and diluted | 415,396,219 | 138,751,200 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) |
Beginning Balance, amount at Aug. 31, 2011 | $13,875 | $28,565 | ($49,825) | ($4,385) |
Beginning Balance, shares at Aug. 31, 2011 | 138,751,200 | ' | ' | ' |
Net loss for the period | ' | ' | -27,564 | -27,564 |
Ending Balance, amount at Aug. 31, 2012 | 13,875 | 28,565 | -77,389 | -34,949 |
Beginning Balance, shares at Aug. 31, 2012 | 138,751,200 | ' | ' | ' |
Contribution to capital | ' | 41,115 | ' | 41,115 |
Shares issued for acquisition of mineral claim rights, shares | 298,752,720 | ' | ' | ' |
Shares issued for acquisition of mineral claim rights, value | 29,875 | -3,201 | ' | 26,674 |
Beneficial conversion of convertible notes | ' | 20,500 | ' | 20,500 |
Net loss for the period | ' | ' | -159,345 | -159,345 |
Ending Balance, amount at Aug. 31, 2013 | $43,750 | $86,979 | ($236,734) | ($106,005) |
Ending Balance, shares at Aug. 31, 2013 | 437,503,920 | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($159,345) | ($27,564) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Amortization of beneficial conversion | 20,500 | ' |
Write off of mineral resources claim | 26,674 | ' |
Changes in working capital items: | ' | ' |
Accrued expense | 41,350 | 11,861 |
Prepaid expenses | 500 | -500 |
Net cash used in operating activities | -70,321 | -16,203 |
Cash flows from financing activities | ' | ' |
Advance from shareholders | 8,326 | 14,500 |
Capital contribution | 41,115 | ' |
Proceeds from convertible note payable | 20,500 | ' |
Net cash provided by financing activities | 69,941 | 14,500 |
Net change in cash | -380 | -1,703 |
Cash, beginning of year | 380 | 2,083 |
Cash, end of year | ' | 380 |
Supplemental disclosures of cash flow information: | ' | ' |
Interest paid | ' | ' |
Income tax paid | ' | ' |
Non-cash financing and investing transactions: | ' | ' |
Common shares issued for acquisition of mineral rights | 26,674 | ' |
Advances from former stockholder converted to convertible notes | $20,500 | ' |
Organization_and_Operations
Organization and Operations | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Organization and Operations | ' |
Note 1 - Organization and Operations | |
Broadcast Live Digital Corp., (formerly “Brookfield Resources Inc.”, or the “Company”) was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company planned to provide information for movie lovers and access to related products since inception through September 27, 2012. | |
The Company was a development stage company until September 27, 2012. Effective September 27, 2012, the Company exited the development stage activities and is now a shell company with no business activities. | |
On September 17, 2012, effective October 2, 2012, the Company filed a Certificate of Amendment of Certificate of Incorporation and effectuated a forward split of all issued and outstanding shares of common stock, at a ratio of five hundred and sixty-for-one (560:1) (the "Stock Split"). | |
On September 26, 2012, effective November 15, 2012, the Company filed a Certificate of Amendment of Certificate of Incorporation and (i) changed its name to Brookfield Resources Inc. ("Brookfield Resources"); and (ii) changed its total number of common shares which the Company is authorized to issue from Two Hundred and Eighty Billion (280,000,000,000) shares, par value $0.0001 per share, to Nine Hundred Million (900,000,000) shares, par value $0.0001 per share. | |
On July 3, 2013, effective July 29, 2013, the Company filed a Certificate of Amendment of Certificate of Incorporation and changed its name from Brookfield Resources Inc. to Broadcast Live Digital Corp. | |
All references to common shares and per common share amounts have been retroactively adjusted to reflect the five hundred and sixty-for-one (560:1) forward stock split which was effective September 17, 2012, unless otherwise noted. (See Note 7) |
Going_Concern
Going Concern | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Going Concern | ' |
Note 2 - Going Concern | |
The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
As reflected in the accompanying financial statements, the Company had an accumulated deficit of $236,734 at August 31, 2013, a net loss and net cash used in operating activities for the year then ended, with no revenues earned during the period. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Summary of Significant Accounting Policies | ' |
Note 3 - Summary of Significant Accounting Policies | |
The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and their basis of application is consistent with that of the previous year. Outlined below are the significant accounting policies: | |
a) Use of Estimates | |
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include accruals for liabilities, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets and the calculation of the beneficial conversion feature for the convertible notes. | |
b) Mineral properties | |
Mineral property acquisition costs are initially capitalized in accordance with Accounting Standards Codification (”ASC”) 805-20-55-37, previously referenced as the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the carrying costs for impairment under ASC 360. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. | |
c) Convertible Notes Payable | |
The Company accounts for conversion options embedded in convertible notes under the guidance of the FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. | |
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, Debt with Conversion and Other Options, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. | |
d) Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of ASC 505, Equity-Based Payments to Non-Employees. | |
Pursuant to ASC 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |
e) Income Tax | |
The Company provides for federal and state income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. | |
Upon inception, the Company adopted the provisions of FASB codified as Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), superseded by ASC 740-10. The Company did not recognize a liability as a result of the implementation of ASC 740-10. | |
A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. | |
The Company did not recognize any penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest related to unrecognized tax benefits in interest expense and penalties in other operating expenses. | |
f) Financial Instruments | |
FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |
· Level 1 - Quoted prices in active markets for identical assets or liabilities | |
· Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
· Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
g) Loss per Common Share | |
Loss per common share is computed pursuant to ASC 260-10-45. Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock plus potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |
There were no potentially dilutive common shares outstanding for the years ended August 31, 2013 and 2012. | |
h) Subsequent Events | |
The Company follows the guidance under ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09, the Company, as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |
i) Recently Issued Accounting Pronouncements | |
In July of 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to establish an optional two-step analysis for impairment testing of indefinite-lived intangibles other than goodwill. The standard is effective for financial statements of periods beginning after September 15, 2012, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the financial condition or result of operation. | |
In August of 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. | |
The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |
In October of 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements. The amendments in this update cover a wide range of topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a significant impact on our financial position or results of operations. | |
In February of 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, requiring new disclosures regarding reclassification adjustments from accumulated other comprehensive income (“AOCI”). ASU 2013-02 requires disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amounts is required. The standard is effective for fiscal years beginning after December 15, 2012. The Company does not believe that the adoption of this guidance will have a material impact on the Company's financial statements. |
Mineral_Rights
Mineral Rights | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Mineral Rights | ' |
Note 4 - Mineral Rights | |
On September 27, 2012, the company entered into an Asset Purchase Agreement to purchase various exploration licenses from Matteo Sacco (“Seller”). The exploration licenses were originally issued to the Seller from the Nova Scotia Department of Natural Resources. In consideration the Company issued 298,752,720 common shares valued at $0.000089 per share or $26,674. After the completion of the transaction the Seller owns approximately 68.3% of the Company’s issued and outstanding common shares. | |
On April 20, 2013 the Seller sold 298,752,720 shares in a private sale. On April 23, 2013 the Company transferred its exploration licenses in the amount of $26,674 to a former director in settlement of all claims against the Company. |
Advances_From_Stockholders
Advances From Stockholders | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Advances From Stockholders | ' |
Note 5 - Advances from Stockholders | |
31-Aug-13 | |
During the 2013 fiscal year, the Company received $22,826 from the shareholders. The advances are due on demand, unsecured and non-interest bearing. | |
On September 11, 2013, the shareholder advances from a previous majority shareholder were converted into capital contribution. Also see note 7. | |
31-Aug-12 | |
During the 2012 fiscal year, the Company received $14,500 from the majority shareholder. All advances are due on demand, unsecured and non-interest bearing. Also see note 7. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Convertible Notes Payable | ' |
Note 6 - Convertible Notes Payable | |
On December 31, 2012, the Company entered into a convertible promissory note agreement with a shareholder in the amount of $8,000. The note bears interest at 5% per annum, is unsecured and due on demand. At any time, upon the issuance of a written demand, the lender has the option to convert all or any portion of the outstanding principal amount and accrued interest into shares of the Company’s common stock at $0.0011 per share. | |
On January 28, 2013, the Company entered into another convertible promissory note agreement with a shareholder in the amount of $12,500. The note bears interest at 5% per annum, is unsecured and due on demand. At any time, upon the issuance of a written demand, the lender has the option to convert all or any portion of the outstanding principal amount and accrued interest into shares of the Company’s common stock at $0.0011 per share. | |
The Company evaluated the terms and conditions of the aforementioned convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional convertible contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. Since the convertible promissory note achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contract embodied a beneficial conversion feature. The calculation of the effective conversion amount resulted in a beneficial conversion feature of $20,500 on the aforementioned convertible notes because the conversion price of $0.0011 per share was less than the fair value of the Company’s common stock price on the date of issuance. | |
For the year ended August 31, 2013, the Company recorded amortization expense of the beneficial conversion of $20,500 ($nil for the year ended August 31, 2012) representing the value of the embedded beneficial conversion feature on these convertible notes. At inception, the Company recorded a beneficial conversion feature for these convertible notes as a component of stockholders’ deficiency. | |
Accrued interest on these convertible promissory notes as at August 31, 2013 was $634 ($nil as at August 31, 2012). |
Capital_Stock
Capital Stock | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Capital Stock | ' |
Note 7 - Capital Stock | |
Issued and Outstanding | |
31-Aug-13 | |
In September of 2012, the Company authorized the cancellation of 315,176,400 shares owned by various shareholders and returned them to treasury and on October 5, 2012, the Company had entered into certain agreements with various shareholders to cancel an aggregate of 858,600,400 shares owned by them. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five hundred and sixty-for-one (560:1) forward stock split which was effective September 17, 2012, unless otherwise noted. | |
On September 27, 2012, the Company issued 298,752,720 common shares for the acquisition of the exploration licenses at $0.000089 per share or $26,674. The price was determined based on the last known private placement memorandum price. (See Note 4) | |
On September 11, 2012, at the time the change of control occurred, a former chief executive officer of the company was required, in connection to the sale of her majority shares, to convert her advances of $41,115 into a capital contribution. The amount consisted of $26,615 during the year ($14,500 in 2012). | |
31-Aug-12 | |
No shares were issued during the 2012 fiscal year. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Related Party Transactions | ' |
Note 8 - Related Party Transactions | |
Free Office Space | |
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement. | |
Mineral rights | |
The mineral rights were acquired by a former director of the Company who resigned on April 20, 2013. Refer to Note 4. |
Income_Tax
Income Tax | 12 Months Ended | |||||
Aug. 31, 2013 | ||||||
Notes | ' | |||||
Income Tax | ' | |||||
Note 9 - Income Tax | ||||||
Deferred income tax | ||||||
At August 31, 2013, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $216,234, that may be offset against future taxable income from the same or similar business through 2033. | ||||||
No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred income tax assets of approximately $73,520 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $73,520. Deferred income tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred income tax assets because of the uncertainty regarding its realization. | ||||||
Components of deferred income tax assets are as follows: | ||||||
. | 2013 | 2012 | ||||
Net deferred income tax assets - non-current | ||||||
Net operating loss carryforward | $ | 216,234 | 77,389 | |||
Expected income tax benefit from NOL carry-forwards | 73,520 | 26,312 | ||||
Less: Valuation allowance | -73,520 | -26,312 | ||||
Deferred income tax assets, net of valuation allowance | $ | -- | $ | -- | ||
As of August 31, 2013, the Company has non-capital losses of approximately $216,234 available to offset future taxable incomes which expire as follows: | ||||||
2030 | $544 | |||||
2031 | 49,281 | |||||
2032 | 27,564 | |||||
2033 | 138,845 | |||||
Total | $216,234 | |||||
Current income taxes | ||||||
2013 | 2012 | |||||
Loss before income taxes | -138,845 | -27,564 | ||||
Expected income recovery at the statutory rate of 34% | ||||||
(34% in 2012) | $ | -47,207 | $ | -9,372 | ||
Less: Valuation allowance | 47,207 | 9,372 | ||||
Deferred income tax assets, net of valuation allowance | $ | -- | $ | - | ||
The Company has not filed its corporate income tax returns to date, and thus the losses above have not been assessed. Adjustments, if any, that may arise on the assessment, will be reflected in the year these assessments are made. |
Commitment
Commitment | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Commitment | ' |
Note 10 - Commitment | |
On June 7, 2013, the Company signed a letter of intent with Tech 9 Inc., an Ontario, Canada Corporation. The agreement will allow the Company to acquire 100% of the issued and outstanding shares of Tech 9 Inc. by way of a reverse merger. The letter of intent can be terminated by mutual written consent. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2013 | |
Notes | ' |
Subsequent Events | ' |
Note 11 - Subsequent Events | |
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were no reportable subsequent events to be disclosed. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
a) Use of Estimates | |
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include accruals for liabilities, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets and the calculation of the beneficial conversion feature for the convertible notes. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Mineral Properties Policy (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Mineral Properties Policy | ' |
b) Mineral properties | |
Mineral property acquisition costs are initially capitalized in accordance with Accounting Standards Codification (”ASC”) 805-20-55-37, previously referenced as the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the carrying costs for impairment under ASC 360. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Convertible Notes Payable Policy (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Convertible Notes Payable Policy | ' |
c) Convertible Notes Payable | |
The Company accounts for conversion options embedded in convertible notes under the guidance of the FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. | |
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, Debt with Conversion and Other Options, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Equity-Based Payments to Non-Employees (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Equity-Based Payments to Non-Employees | ' |
d) Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of ASC 505, Equity-Based Payments to Non-Employees. | |
Pursuant to ASC 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Income Tax Policy (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Income Tax Policy | ' |
e) Income Tax | |
The Company provides for federal and state income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. | |
Upon inception, the Company adopted the provisions of FASB codified as Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), superseded by ASC 740-10. The Company did not recognize a liability as a result of the implementation of ASC 740-10. | |
A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. | |
The Company did not recognize any penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest related to unrecognized tax benefits in interest expense and penalties in other operating expenses. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Financial Instruments (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Financial Instruments | ' |
f) Financial Instruments | |
FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |
· Level 1 - Quoted prices in active markets for identical assets or liabilities | |
· Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
· Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Loss Per Common Share (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Loss Per Common Share | ' |
g) Loss per Common Share | |
Loss per common share is computed pursuant to ASC 260-10-45. Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock plus potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |
There were no potentially dilutive common shares outstanding for the years ended August 31, 2013 and 2012. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Subsequent Events Policy (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Subsequent Events Policy | ' |
h) Subsequent Events | |
The Company follows the guidance under ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09, the Company, as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Policies | ' |
Recently Issued Accounting Pronouncements | ' |
i) Recently Issued Accounting Pronouncements | |
In July of 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to establish an optional two-step analysis for impairment testing of indefinite-lived intangibles other than goodwill. The standard is effective for financial statements of periods beginning after September 15, 2012, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the financial condition or result of operation. | |
In August of 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. | |
The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |
In October of 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements. The amendments in this update cover a wide range of topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a significant impact on our financial position or results of operations. | |
In February of 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, requiring new disclosures regarding reclassification adjustments from accumulated other comprehensive income (“AOCI”). ASU 2013-02 requires disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amounts is required. The standard is effective for fiscal years beginning after December 15, 2012. The Company does not believe that the adoption of this guidance will have a material impact on the Company's financial statements. |
Income_Tax_Net_Deferred_Tax_As
Income Tax: Net Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Net Deferred Tax Assets and Liabilities | ' | ||||
. | 2013 | 2012 | |||
Net deferred income tax assets - non-current | |||||
Net operating loss carryforward | $ | 216,234 | 77,389 | ||
Expected income tax benefit from NOL carry-forwards | 73,520 | 26,312 | |||
Less: Valuation allowance | -73,520 | -26,312 | |||
Deferred income tax assets, net of valuation allowance | $ | -- | $ | -- |
Income_Tax_Summary_of_Capital_
Income Tax: Summary of Capital Losses Carryforwards (Tables) | 12 Months Ended | |
Aug. 31, 2013 | ||
Tables/Schedules | ' | |
Summary of Capital Losses Carryforwards | ' | |
2030 | $544 | |
2031 | 49,281 | |
2032 | 27,564 | |
2033 | 138,845 | |
Total | $216,234 |
Income_Tax_Schedule_of_Effecti
Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | |||||
Aug. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||
2013 | 2012 | |||||
Loss before income taxes | -138,845 | -27,564 | ||||
Expected income recovery at the statutory rate of 34% | ||||||
(34% in 2012) | $ | -47,207 | $ | -9,372 | ||
Less: Valuation allowance | 47,207 | 9,372 | ||||
Deferred income tax assets, net of valuation allowance | $ | -- | $ | - |
Going_Concern_Details
Going Concern (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Details | ' | ' |
Deficit accumulated | $236,734 | $77,389 |
Mineral_Rights_Details
Mineral Rights (Details) (USD $) | Apr. 23, 2013 | Sep. 27, 2012 | Apr. 20, 2013 |
Asset Purchase Agreement | Common Stock Purchase Agreement | ||
Shares issued for acquisition | ' | 298,752,720 | ' |
Value of shares issued for acquisition | ' | $26,674 | ' |
Percentage of Company stock ownership by Seller after transaction | ' | 68.30% | ' |
Change in Control Stock Purchase Agreement (shares) | ' | ' | 298,752,720 |
Disposal of exploration licenses | $26,674 | ' | ' |
Advances_From_Stockholders_Det
Advances From Stockholders (Details) (Majority Shareholder, USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Majority Shareholder | ' | ' |
Advances received | $22,826 | $14,500 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (Affiliated Entity, USD $) | 0 Months Ended | 12 Months Ended | |
Jan. 28, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | |
Affiliated Entity | ' | ' | ' |
Convertible promissory note | $12,500 | $8,000 | ' |
Option conversion price per common share | $0.00 | $0.00 | ' |
Beneficial conversion feature | ' | ' | 20,500 |
Amortization expense | ' | ' | 20,500 |
Accrued interest | ' | ' | $634 |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 12 Months Ended | |||||
Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Oct. 05, 2012 | Sep. 30, 2012 | |
Former CEO | Former CEO | Common stock | Common stock | Common stock | ||
Cancellation of Common Shares | ' | ' | ' | ' | 858,600,400 | 315,176,400 |
Forward stock split | 'five hundred and sixty-for-one (560:1) forward stock split which was effective September 17, 2012 | ' | ' | ' | ' | ' |
Stock issued for acquisitions | ' | ' | ' | 298,752,720 | ' | ' |
Value of stock issued for acquisitions | ' | ' | ' | $26,674 | ' | ' |
Amount of advances converted into capital contribution | ' | $26,615 | $14,500 | ' | ' | ' |
Income_Tax_Net_Deferred_Tax_As1
Income Tax: Net Deferred Tax Assets and Liabilities (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Details | ' | ' |
Deferred tax assets, net operating loss carryforward | $216,234 | $77,389 |
Expected income tax benefit from NOL carry-forwards | 73,520 | 26,312 |
Deferred tax assets, valuation amount | ($73,520) | ($26,312) |
Income_Tax_Details
Income Tax (Details) (USD $) | Aug. 31, 2013 |
Details | ' |
Non-capital losses available to offset future taxable income | $216,234 |
Income_Tax_Schedule_of_Effecti1
Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Details | ' | ' |
Loss before income taxes | ($138,845) | ($27,564) |
Expected income recovery at the statutory rate | -47,207 | -9,372 |
Income tax reconciliation, valuation allowance | $47,207 | $9,372 |