Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Nov. 30, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'BROADCAST LIVE DIGITAL CORP. |
Document Type | '10-Q |
Document Period End Date | 30-Nov-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 Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q1 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
ASSETS | ' | ' |
Total assets | ' | ' |
Current liabilities | ' | ' |
Accrued expenses | 113,491 | 62,679 |
Advances from stockholder | 25,032 | 22,826 |
Convertible notes payable | 20,500 | 20,500 |
Total current liabilities | 159,023 | 106,005 |
Total liabilities | 159,023 | 106,005 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock value | ' | ' |
Common stock value | 43,750 | 43,750 |
Additional paid-in capital | 86,979 | 86,979 |
Accumulated deficit | -289,752 | -236,734 |
Total stockholders' deficit | ($159,023) | ($106,005) |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
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 | 437,503,920 |
Common stock, shares outstanding | 437,503,920 | 437,503,920 |
STATEMENTS_OF_OPERATIONS_AND_C
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Income Statement | ' | ' |
Revenues | ' | ' |
Operating expenses: | ' | ' |
Compensation | ' | 500 |
Professional fees | 52,407 | 10,245 |
General and administrative expenses | 355 | 37,747 |
Total operating expenses | 52,762 | 48,492 |
LOSS FROM OPERATIONS | -52,762 | -48,492 |
OTHER (INCOME) EXPENSES | ' | ' |
Interest expense | -256 | ' |
Total other (income) expenses | -256 | ' |
Net loss and comprehensive loss | ($53,018) | ($48,492) |
Net loss per common share - basic and diluted | ($0.00) | ($0.00) |
Weighted average common shares outstanding - basic and diluted | 437,503,920 | 348,863,988 |
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, 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 | ' | ' | ' |
Net loss for the period | ' | ' | -53,018 | -53,018 |
Ending Balance, amount at Nov. 30, 2013 | $43,750 | $86,979 | ($289,752) | ($159,023) |
Ending Balance, shares at Nov. 30, 2013 | 437,503,920 | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($53,018) | ($48,492) |
Changes in working capital items: | ' | ' |
Prepaid expenses | ' | 500 |
Accrued expense | 50,812 | -21,229 |
Net cash used in operating activities | -2,206 | -69,221 |
Cash flows from financing activities | ' | ' |
Advance from shareholders | 2,206 | 27,726 |
Capital contribution | ' | 41,115 |
Net cash provided by financing activities | 2,206 | 68,841 |
Net change in cash | ' | -380 |
Cash, beginning of year | ' | 380 |
Cash, end of year | ' | ' |
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 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Basis of Presentation | ' |
1. BASIS OF PRESENTATION | |
The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. | |
The condensed financial statements should be read in conjunction with the financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form 10-K for the year ended August 31, 2013. In the opinion of management, the accompanying condensed financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at November 30, 2013 and August 31, 2013, the results of its operations for the three month periods ended November 30, 2013 and November 30, 2012, and its cash flows for the three-month periods ended November 30, 2013 and November 30, 2012. In addition, some of the Company’s statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three-month period ended November 30, 2013 are not necessarily indicative of results to be expected for the full year. | |
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"); (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. |
Going_Concern
Going Concern | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Going Concern | ' |
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 at November 30, 2013, a net loss and net cash used in operating activities for the period then ended, respectively, 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 (refer to subsequent events note 9). 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. |
Mineral_Rights
Mineral Rights | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Mineral Rights | ' |
3. 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_Stockholder
Advances From Stockholder | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Advances From Stockholder | ' |
4. ADVANCES FROM STOCKHOLDER | |
30-Nov-13 | |
During the three month period ended November 30, 2013, the Company received additional advances of $2,206 from the former majority shareholder resulting in payable of $25,032 as at November 30, 2013. The amounts are due on demand and non-interest bearing. | |
31-Aug-13 | |
From September 1, 2012 through August 31, 2013, the Company received $48,326 from the majority shareholder. All advances are due on demand and non-interest bearing. On March 1, 2013, $20,500 from shareholder advances was re-assigned as convertible promissory notes to a third-party individual. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Convertible Notes Payable | ' |
5. CONVERTIBLE NOTES PAYABLE | |
On December 31, 2012, the Company entered into a convertible promissory note agreement with a company controlled by 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 company controlled by 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 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 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 November 30, 2013 was $890 (August 31, 2013 $634). |
Capital_Stock
Capital Stock | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Capital Stock | ' |
6. 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 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 net of cancellations 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. | |
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. | |
30-Nov-13 | |
No shares were issued during the three month period. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Related Party Transactions | ' |
7. 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. |
Commitment
Commitment | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Commitment | ' |
8. 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. On December 19, 2013, the Company entered into a Share Exchange Agreement with Tech 9 Inc. (See subsequent events note 9) |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Subsequent Events | ' |
9. SUBSEQUENT EVENTS | |
On December 19, 2013, the Company and Tech 9 Inc. an Ontario, Canada Corporation (“TECH”) entered into a Share Exchange Agreement (the “Purchase Agreement”), pursuant to which the Company acquired 100% of the outstanding shares of TECH (the “Acquisition”). | |
Pursuant to the Purchase Agreement, the Company acquired 100% of the outstanding stock of TECH by issuing 1,000,000 of Series A Preferred shares to the shareholders of TECH that exchanged their shares for the common shares. Additionally, as a condition to the Purchase Agreement, the principal shareholders of the Company transferred 298,752,720 shares of the stock to the shareholders that exchanged their shares for our common shares. | |
The closing of the Acquisition occurred on December 19, 2013 (the “Closing Date”). | |
This transaction may be deemed to have resulted in a change of control of the Company. Upon the closing of the Acquisition, Peter DiMurro resigned as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Director; Kamal Sharma resigned as the Treasurer and Director. Robert J. Oswald was appointed to the Board of Directors and was appointed as the Chief Executive Officer, President, and Director. Matthew J. O’Brien was appointed as Chief Technology Officer, Director and Secretary. Louis Isabella was appointed as our Chief Financial Officer. | |
The appointment of the new officer and directors of the Registrant and the resignation of Messers. DiMurro and Sharma as officers and directors of the Registrant were effective on the Closing Date. |
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_Stockholder_Deta
Advances From Stockholder (Details) (USD $) | Mar. 01, 2013 | Nov. 30, 2013 | Aug. 31, 2013 |
Majority Shareholder | Majority Shareholder | ||
Advances received | ' | $2,206 | $48,326 |
Total advances payable | ' | 25,032 | ' |
Advances re-assigned as convertible promissory notes | $20,500 | ' | ' |
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 | Nov. 30, 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 | $890 |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Sep. 17, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Oct. 05, 2012 | Sep. 30, 2012 | |
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 net of cancellations 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 | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Purchase Agreement) | Dec. 19, 2013 |
Purchase Agreement | ' |
Series A Preferred shares issued | 1,000,000 |
Common shares issued | 298,752,720 |