Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 29, 2016 | Apr. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | PENNY AUCTION SOLUTIONS INC | |
Entity Central Index Key | 1,502,974 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,117,106 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Current assets: | ||
Cash | $ 17,567 | $ 63,268 |
Prepaid expenses | 1,627 | 7,089 |
Security deposits | 3,928 | 2,350 |
Total current assets | 23,122 | 72,707 |
Property and equipment, net | 791 | 889 |
Total assets | 23,913 | 73,596 |
Current liabilities: | ||
Accounts payable, related party | 5,205 | 3,500 |
Accounts payable | 112,421 | 124,569 |
Deferred revenues | 121,166 | 121,166 |
Accrued expenses, related parties | 16,614 | 13,364 |
Accrued expenses | 40,831 | 39,341 |
Due to officer, related party | 35,356 | 35,356 |
Current maturities of notes payable, including $54,124 currently in default | 213,793 | 219,693 |
Total current liabilities | 545,386 | 556,989 |
Notes payable, less current maturities | 100,000 | 100,000 |
Total liabilities | $ 645,386 | $ 656,989 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding at February 29, 2016 and August 31, 2015, respectively | ||
Common stock, $0.001 par value, 495,000,000 shares authorized, 25,052,106 and 23,687,106 shares issued and outstanding at February 29, 2016 and August 31, 2015, respectively | $ 25,052 | $ 23,687 |
Additional paid-in capital | $ 1,514,983 | 1,343,735 |
Subscriptions payable, consisting of -0- and 60,000 shares at February 29, 2016 and August 31, 2015, respectively | 6,000 | |
Accumulated (deficit) | $ (2,161,508) | (1,956,815) |
Total stockholders' equity (deficit) | (621,473) | (583,393) |
Total liabilities and stockholders' equity (deficit) | $ 23,913 | $ 73,596 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Current maturities of notes payable, currently in default | $ 54,124 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 495,000,000 | 495,000,000 |
Common stock, issued | 25,052,106 | 23,687,106 |
Common stock, outstanding | 25,052,106 | 23,687,106 |
Subscriptions payable (in shares) | 0 | 60,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of goods sold | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | $ 45,290 | $ 14,968 | $ 82,993 | $ 16,220 |
Professional fees | 54,851 | $ 56,870 | 110,425 | $ 287,703 |
Depreciation | 49 | 98 | ||
Total operating expenses | 100,190 | $ 71,838 | 193,516 | $ 303,923 |
Net operating loss | (100,190) | (71,838) | (193,516) | (303,923) |
Other income (expenses): | ||||
Interest expense | (5,547) | (4,663) | (11,177) | (8,943) |
Total other income (expenses) | (5,547) | (4,663) | (11,177) | (8,943) |
Net loss | $ (105,737) | $ (76,501) | $ (204,693) | $ (312,866) |
Weighted average number of common shares outstanding - basic and fully diluted (in shares) | 25,052,106 | 65,903,244 | 24,821,378 | 83,462,745 |
Net loss per share - basic and fully diluted (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (204,693) | $ (312,866) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 98 | |
Imputed interest on non-interest bearing related party debts | 1,113 | $ 1,106 |
Shares issued for services, related parties | 46,000 | 28,000 |
Shares issued for services | 19,500 | 233,534 |
Decrease (increase) in assets: | ||
Prepaid expenses | 5,462 | $ (447) |
Security deposits | (1,578) | |
Increase (decrease) in liabilities: | ||
Accounts payable, related party | 1,705 | |
Accounts payable | (12,148) | $ 10,364 |
Accrued expenses, related parties | 3,250 | (1,337) |
Accrued expenses | 1,490 | 16,493 |
Net cash used in operating activities | (139,801) | (25,153) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | $ 100,000 | 30,000 |
Repayments on due to officer, related party | $ (4,335) | |
Repayments on notes payable | $ (5,900) | |
Net cash provided by financing activities | 94,100 | $ 25,665 |
NET CHANGE IN CASH | (45,701) | 512 |
CASH AT BEGINNING OF YEAR | 63,268 | 1,602 |
CASH AT END OF YEAR | 17,567 | 2,114 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | $ 8,575 | $ 2,665 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Accounts payable converted to promissory notes | $ 104,124 | |
Common stock issued in settlement of accrued interest | $ 18,466 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 Nature of Business and Significant Accounting Policies Nature of Business Penny Auction Solutions, Inc. (we, us, our, and the The Company) was formed in the state of Nevada on August 25, 2010 to establish a network of international internet auction sites whereby customers purchase bidding credits (pennies) that enable them to bid on goods at a fraction of their market value. The Company expects to generate revenues from the online sale of the pennies that are consumed in the bidding process regardless of whether the bid has resulted in a successful purchase, as well as the sale of advertisements or banner ads on its internet site directed toward internet users, bargain shoppers and gaming aficionados. Basis of Presentation The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited financial statements for the year ended August 31, 2015, which are included in the Companys Form 10-12/A as filed with the SEC on October 29, 2015. The Company follows the same accounting policies in the preparation of interim reports. The Company has adopted a fiscal year end of August 31. Principles of Consolidation The consolidated financial statements herein contain the operations of the wholly-owned subsidiary of Bidwinfun.com, Inc. (Bidwinfun.com). All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, Penny Auction Solutions, Inc. and its subsidiary, Bidwinfun.com will be collectively referred to herein as the Company, or Penny Auction Solutions. The accompanying consolidated financial statements include the accounts of Bidwinfun.com, Inc., a wholly-owned subsidiary under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship Reference Bidwinfun.com, Inc. New York Subsidiary (1) Bidwinfun.com (1) (2) Bidwinfun.com, Inc. was acquired on March 28, 2012 as part of a Securities Purchase Agreement (SPA). Pursuant to the SPA, we purchased all of Bidwinfun.coms assets and assumed all of its liabilities, including all of its cash, intellectual property, its business trade name, website (nailbidder.com), goodwill, trade payables and loans due to officer in consideration for 340,000 shares of our common stock, with a fair value of $17,000, which was delivered at the closing. Bidwinfun.com operated a penny auction website similar to the planned operations of Penny Auction Solutions. The website auctions temporarily terminated shortly after the acquisition and have not yet recommenced due to a lack of operating funds. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company follows the same accounting policies in the preparation of interim reports. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Companys financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis. Revenue Recognition The Company generates revenue from the online sale of pennies that are consumed in the bidding process regardless of whether the bid has resulted in a successful purchase, as well as, the sale of advertisements or banner ads on its internet site directed toward internet users, bargain shoppers and gaming aficionados, and the sale of goods sold at auction. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on managements judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund, and for unused bid pennies, until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on membership fees are also deferred and recognized ratably over the membership period. Deferred revenues from the online sale of unused pennies were $121,166 and $121,166 at February 29, 2016 and August 31, 2015, respectively. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50, Accounting for Website Development Costs (ASC 350-50), wherein website development costs are segregated into three activities: 1) Initial stage (planning), whereby the related costs are expensed. 2) Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. 3) Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. The Company has not capitalized any website development costs related to its penny auction platform during the six months ended February 29, 2016 and the year ended August 31, 2015, respectively, related to its online penny auction platform. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $65,500 and $261,534 for services and compensation for the six months ended February 29, 2016 and February 28, 2015, respectively. Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the six months ended February 29, 2016, have had or are expected to have a significant impact on the Companys financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern As shown in the accompanying consolidated financial statements, the Company has incurred continuous losses from operations, had an accumulated deficit of $2,161,508, the Companys current liabilities exceeded its current assets by $522,264 and had cash on hand of $17,567 as of February 29, 2016. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations through debt or equity investments, including loans from officers and directors. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Companys ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Feb. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3 Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has cash and debts that must be measured under the new fair value standard. The Companys financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of February 29, 2016 and August 31, 2015: Fair Value Measurements at February 29, 2016 Level 1 Level 2 Level 3 Assets Cash $ 17,567 $ - $ - Total assets 17,567 - - Liabilities Due to officer, related party - 35,356 - Notes payable - 313,793 - Total Liabilities - 349,149 - $ 17,567 $ (349,149 ) $ - Fair Value Measurements at August 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 63,268 $ - $ - Total assets 63,268 - - Liabilities Due to officer, related party - 35,356 - Notes payable - 319,693 - Total Liabilities - 355,049 - $ 63,268 $ (355,049 ) $ - There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the six months ended February 29, 2016 and the year ended August 31, 2015. Level 2 liabilities consist of demand notes and promissory notes. No fair value adjustment was necessary for the six months ended February 29, 2016 and the year ended August 31, 2015. |
Related Party
Related Party | 6 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Related Party | Note 4 Related Party Employment Agreement, CEO On January 1, 2015, the Company entered into an employment agreement with the Companys CEO, Michael Holt, which consists of an annual salary of $78,500 payable in monthly increments, and carrying no specific term. The Company recognized $39,250 and $13,083 of compensation expense during the six months ended February 29, 2016 and February 28, 2015, respectively. A total of $16,614 and $8,033 remained unpaid as of February 29, 2016 and February 28, 2015, respectively. Consulting Agreement, CFO On February 20, 2015, the Company entered into a consulting agreement with the Companys newly appointed CFO, Bob van Leyen over a two year term, which is based on the amount of funding the Company receives beginning with the commencement of the agreement. Prior to the Companys receipt of cumulative funding of $150,000, Mr. van Leyen shall receive compensation at the rate of $300 per hour (Stage 1) and subsequent to the cumulative receipt of $150,000 of financing, Mr. van Leyen shall be compensated at the rate of $250 per hour (Stage 2), payable in monthly increments. During Stage 1, the entire hourly rate may be paid in stock in lieu of cash at a rate of $0.10 per share with no cap on the amount of compensation. During Stage 2, Mr. van Leyen will be compensated equally in cash and stock in lieu of cash at a rate of $0.10 per share, initially, or $125 per hour in cash and $125 per hour in stock, with a maximum cash compensation of $5,000 per month. The Company, at its sole discretion, may change the conversion rate from time to time; however this cannot be done retroactively. On May 11, 2015 the minimum funding level of $150,000 had been achieved and Mr. van Leyen became entitled to the mixed cash/stock rate of $250 per hour as described above. The Company recognized $64,500 of compensation expense, consisting of $21,000 of cash compensation and $43,500 of stock-based compensation. A total of $5,205 of the cash compensation remained unpaid as of February 29, 2016. Debts As disclosed in Note 6, the Company received loans at various dates from August 25, 2010 (inception) through the period presented herein, consisting of net outstanding balances of $35,356 and $35,356 at February 29, 2016 and August 31, 2015, respectively, to establish a Company bank account and cover expenses paid to form the Corporation and retain professionals to audit and file our reports with the SEC. The loans were provided by, The Auction Coach.Com, LLC, a single member LLC owned by our former CEO, Corey Park. The Company has issued an unsecured promissory note to The Auction Coach.Com, LLC, bearing interest at 8% and due on demand. An unsecured, non-interest bearing, note in the amount of $14,869 is owed to the former officer of our wholly-owned subsidiary. Interest expense of $1,112 and $1,106 has been imputed and recorded to Additional Paid-In Capital during the six months ended February 29, 2016 and February 28, 2015, respectively. Common Stock Issuances On February 24, 2016, the Company issued 77,500 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended February 29, 2016. The fair value of the common stock in total was 7,750 based on recent sales of common stock to independent third parties at $0.10 per share. On February 1, 2016, the Company issued 25,000 shares of common stock to one of the Companys directors, as compensation in lieu of cash for services provided. The fair value of the common stock was $2,500 based on recent sales of common stock to independent third parties at $0.10 per share. On January 31, 2016, the Company issued 77,500 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended January 31, 2016. The fair value of the common stock in total was $7,750 based on recent sales of common stock to independent third parties at $0.10 per share. On January 6, 2016, the Company issued 65,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended December 31, 2015. The fair value of the common stock in total was $6,500 based on recent sales of common stock to independent third parties at $0.10 per share. On January 6, 2016, the Company issued 55,000 shares of common stock previously granted to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended November 30, 2015. The fair value of the common stock in total was $5,500 based on recent sales of common stock to independent third parties at $0.10 per share. On November 18, 2015, the Company issued 125,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended October 31, 2015 and previous. The fair value of the common stock in total was $12,500 based on recent sales of common stock to independent third parties at $0.10 per share. On October 14, 2015, the Company issued 35,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended September 30, 2015. The fair value of the common stock in total was $3,500 based on recent sales of common stock to independent third parties at $0.10 per share. On September 7, 2015, the Company issued 60,000 shares of common stock previously granted to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended August 31, 2015. The fair value of the common stock in total was $6,000 based on recent sales of common stock to independent third parties at $0.10 per share and was presented as a subscriptions payable at August 31, 2015. |
Deferred Revenues
Deferred Revenues | 6 Months Ended |
Feb. 29, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues | Note 5 Deferred Revenues Deferred revenues consist of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 Bid pennies previously sold to customers still retained in customer accounts $ 121,166 $ 121,166 The Company generates revenue from the online sale of pennies that are consumed in the bidding process regardless of whether the bid has resulted in a successful purchase. Deferred revenues consist of purchased pennies that have not yet been consumed during the bidding process. They are still held in the customer accounts. |
Due to Officer
Due to Officer | 6 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Due to Officer | Note 6 Due to Officer Due to officer consists of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 8% unsecured demand notes from a related party, The Auction Coach.Com, LLC, a single member LLC owned by our former CEO and major shareholder, Corey Park. $ 35,356 $ 35,356 The Company recognized interest expense of $1,414 and $1,414 during the six months ended February 29, 2016 and February 28, 2015, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Feb. 29, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 Notes Payable Notes Payable consists of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 Unsecured, non-interest bearing note payable, matures on December 31, 2017 issued to memorialize the unpaid cash component of our commitment fee with Kodiak Capital as more fully described in the note below. On March 1, 2015, the original debt of $500,000 was modified to $100,000, along with the extended maturity date of December 31, 2017, resulting in a gain on debt extinguishment of $400,000 during the year ended August 31, 2015. $ 100,000 $ 100,000 Unsecured note payable bearing interest at 8%, due on demand, originated on February 23, 2012. The note was repaid in full on December 4, 2015. - 3,700 Unsecured note payable bearing interest at 8%, due on demand, originated on August 30, 2012 500 500 Unsecured note payable bearing interest at 8%, due on demand, originated on September 17, 2012 5,000 5,000 Unsecured note payable bearing interest at 8%, due on demand, originated on October 25, 2012 5,000 5,000 Unsecured note payable bearing interest at 8%, due on demand, originated on December 20, 2012 2,500 2,500 Unsecured note payable bearing interest at 8%, due on demand, originated on February 1, 2013. A total of $2,200 of principal was repaid on various dates from January 30, 2016 through February 7, 2016. 6,800 9,000 Unsecured note payable non-interest bearing, due on demand 14,869 14,869 Unsecured note payable bearing interest at 8%, due on demand, originated on March 22, 2013 20,000 20,000 Unsecured note payable bearing interest at 8%, due on demand, originated on August 29, 2013 - - Unsecured note payable bearing interest at 8%, due on demand, originated on November 1, 2014 in satisfaction of $50,000 of outstanding accounts payable. 50,000 50,000 Unsecured note payable bearing interest at 8%, due on demand, originated on November 7, 2014 in exchange and consolidation of the two previous loans originating on December 30, 2010 and August 29, 2013 55,000 55,000 Unsecured note payable bearing interest at 10%, due on January 23, 2016, as amended and currently in default, originated on January 23, 2015 in satisfaction of $54,124 of outstanding accounts payable to our securities attorney, Indeglia & Carney, LLP 54,124 54,124 Total notes payable 313,793 319,693 Less: current portion 213,793 219,693 Notes payable, less current portion $ 100,000 $ 100,000 The Company recognized interest expense of $9,763 and $7,529 during the six months ended February 29, 2016 and February 28, 2015, respectively. The Company repaid $8,575 of interest during the six months ended February 29, 2016. No repayments were made during the comparative period. |
Put Rights Financing and Equity
Put Rights Financing and Equity Line of Credit | 6 Months Ended |
Feb. 29, 2016 | |
Debt Disclosure [Abstract] | |
Put Rights Financing and Equity Line of Credit | Note 8 Put Rights Financing and Equity Line of Credit Pursuant to an equity purchase agreement with Kodiak Capital dated March 1, 2015, which replaced the original purchase agreement dated September 1, 2010 (as subsequently amended on December 28, 2010 and March 14, 2012), we have the right to put to Kodiak Capital up to $5,000,000 in price of shares of our common stock (i.e., we can compel Kodiak Capital to purchase our common stock at a pre-determined formula). This arrangement may commonly be referred to as an equity line of credit. In conjunction with our original investment agreements with Kodiak Capital, we issued 1,960,000 commitment shares of common stock on August 30, 2010 and 2,940,000 shares of our common stock pursuant to the addendum on December 28, 2010 to Kodiak Capital and its designee, split equally, as a commitment fee. The fair value of the common stock was $98,000 and $147,000 based on recent sales of common stock to independent third parties at $0.05 per share for the issuances at August 30, 2010 and December 28, 2010, respectively. The shares are restricted stock as defined in Rule 144 under the Securities Act of 1933, as amended (the Securities Act). On July 21, 2015, a total of 1,978,944 of these shares were voluntarily cancelled by Kodiak and returned to treasury. We also issued a $500,000 promissory note, which was modified on March 1, 2015, down to $100,000 with a revised maturity date of December 31, 2017 to memorialize the unpaid cash component of our commitment fee. The purchase agreement provides, in part, that following notice to Kodiak Capital, we may put to Kodiak Capital up to $5,000,000 in shares of our common stock for a purchase price equal to 85% percent of the lowest closing bid price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak Capital of an election to put shares pursuant to the investment agreement. The aggregate dollar value that we will be permitted to put will be either: (a) $1,000,000 or (b) 200% of the average daily volume in the U.S. market of our common stock for the three trading days prior to the notice of our put, multiplied by the average of the three daily closing bid prices immediately preceding the date of the put notice. Kodiak Capital has indicated that it will resell those shares in the open market, resell our shares to other investors through negotiated transactions, or hold our shares in its portfolio. Kodiak Capital will only purchase shares when we meet the following conditions: · a registration statement under the Securities Act has been declared effective and remains effective for the resale of the common stock subject to the purchase agreement; · our common stock has not been suspended from trading for a period of five consecutive trading days and we have not been notified of any pending or threatened proceeding or other action to delist or suspend our common stock; · we have complied with our obligations under the purchase agreement and the attendant registration rights agreement; · no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; and · we have not filed a petition in bankruptcy, either voluntarily or involuntarily, and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws. The purchase agreement will terminate when any of the following events occur: · Kodiak has purchased an aggregate of $5,000,000 of our common stock or thirty-six months after the effective date; · we file or otherwise enter an order for relief in bankruptcy; or · our common stock ceases to be registered under the Securities Act. As we draw down on the equity line of credit, shares of our common stock may be sold into the market by Kodiak Capital. The sale of these additional shares could cause our stock price to decline. In turn, if the price of our common stock declines and we issue more puts, more shares may go into the market, which could cause a further drop in the price of our common stock. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity (Deficit) | 6 Months Ended |
Feb. 29, 2016 | |
Stockholders' Equity Note [Abstract] | |
Changes in Stockholders' Equity (Deficit) | Note 9 Changes in Stockholders Equity (Deficit) The Company has authorized 495,000,000 shares of $0.001 par value common stock, of which 25,052,106 shares were issued and outstanding as of February 29, 2016. Additionally, the Company has 5,000,000 authorized shares of $0.001 par value preferred stock. Common Stock On February 24, 2016, the Company issued 77,500 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended February 29, 2016. The fair value of the common stock in total was 7,750 based on recent sales of common stock to independent third parties at $0.10 per share. On February 16, 2016, a shareholder voluntarily cancelled and returned 350,000 shares of common stock to treasury. On February 1, 2016, the Company issued a total of 95,000 shares of common stock amongst eight service providers, as compensation in lieu of cash for services provided. The fair value of the common stock in total was $9,500 based on recent sales of common stock to independent third parties at $0.10 per share. On February 1, 2016, the Company issued 25,000 shares of common stock to one of the Companys directors, as compensation in lieu of cash for services provided. The fair value of the common stock was $2,500 based on recent sales of common stock to independent third parties at $0.10 per share. On January 31, 2016, the Company issued 77,500 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended January 31, 2016. The fair value of the common stock in total was $7,750 based on recent sales of common stock to independent third parties at $0.10 per share. On January 6, 2016, the Company issued 100,000 shares of common stock to a service provider, as compensation in lieu of cash for services provided. The fair value of the common stock in total was $10,000 based on recent sales of common stock to independent third parties at $0.10 per share. On January 6, 2016, the Company issued 65,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended December 31, 2015. The fair value of the common stock in total was $6,500 based on recent sales of common stock to independent third parties at $0.10 per share. On January 6, 2016, the Company issued 55,000 shares of common stock previously granted to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month ended November 30, 2015. The fair value of the common stock in total was $5,500 based on recent sales of common stock to independent third parties at $0.10 per share. On November 18, 2015, the Company issued 125,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided on October 31, 2015 and previous. The fair value of the common stock in total was $12,500 based on recent sales of common stock to independent third parties at $0.10 per share. On October 27, 2015, the Company sold 250,000 shares of common stock to an accredited investor, in exchange for proceeds of $25,000 based on a sales price of $0.10 per share. On October 14, 2015, the Company issued 35,000 shares of common stock to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided on September 30, 2015. The fair value of the common stock in total was $3,500 based on recent sales of common stock to independent third parties at $0.10 per share. On September 25, 2015, the Company sold 250,000 shares of common stock to an accredited investor, in exchange for proceeds of $25,000 based on a sales price of $0.10 per share. On September 7, 2015, the Company issued 60,000 shares of common stock previously granted to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided on August 31, 2015. The fair value of the common stock in total was $6,000 based on recent sales of common stock to independent third parties at $0.10 per share and was presented as a subscriptions payable at August 31, 2015. On September 2, 2015, the Company sold 500,000 shares of common stock to an accredited investor, in exchange for proceeds of $50,000 based on a sales price of $0.10 per share. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 29, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 Subsequent Events Common Stock On March 31, 2016, the Company issued 65,000 shares of common stock previously granted to Bob van Leyen, the Companys CFO, as compensation in lieu of cash for services provided during the month of March 31, 2016. The fair value of the common stock in total was $6,500 based on recent sales of common stock to independent third parties at $0.10 per share. |
Nature of Business and Signif16
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Penny Auction Solutions, Inc. (we, us, our, and the The Company) was formed in the state of Nevada on August 25, 2010 to establish a network of international internet auction sites whereby customers purchase bidding credits (pennies) that enable them to bid on goods at a fraction of their market value. The Company expects to generate revenues from the online sale of the pennies that are consumed in the bidding process regardless of whether the bid has resulted in a successful purchase, as well as the sale of advertisements or banner ads on its internet site directed toward internet users, bargain shoppers and gaming aficionados. |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited financial statements for the year ended August 31, 2015, which are included in the Companys Form 10-12/A as filed with the SEC on October 29, 2015. The Company follows the same accounting policies in the preparation of interim reports. The Company has adopted a fiscal year end of August 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements herein contain the operations of the wholly-owned subsidiary of Bidwinfun.com, Inc. (Bidwinfun.com). All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, Penny Auction Solutions, Inc. and its subsidiary, Bidwinfun.com will be collectively referred to herein as the Company, or Penny Auction Solutions. The accompanying consolidated financial statements include the accounts of Bidwinfun.com, Inc., a wholly-owned subsidiary under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship Reference Bidwinfun.com, Inc. New York Subsidiary (1) Bidwinfun.com (1) (2) Bidwinfun.com, Inc. was acquired on March 28, 2012 as part of a Securities Purchase Agreement (SPA). Pursuant to the SPA, we purchased all of Bidwinfun.coms assets and assumed all of its liabilities, including all of its cash, intellectual property, its business trade name, website (nailbidder.com), goodwill, trade payables and loans due to officer in consideration for 340,000 shares of our common stock, with a fair value of $17,000, which was delivered at the closing. Bidwinfun.com operated a penny auction website similar to the planned operations of Penny Auction Solutions. The website auctions temporarily terminated shortly after the acquisition and have not yet recommenced due to a lack of operating funds. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company follows the same accounting policies in the preparation of interim reports. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Companys financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the online sale of pennies that are consumed in the bidding process regardless of whether the bid has resulted in a successful purchase, as well as, the sale of advertisements or banner ads on its internet site directed toward internet users, bargain shoppers and gaming aficionados, and the sale of goods sold at auction. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on managements judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund, and for unused bid pennies, until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on membership fees are also deferred and recognized ratably over the membership period. Deferred revenues from the online sale of unused pennies were $121,166 and $121,166 at February 29, 2016 and August 31, 2015, respectively. |
Advertising and Promotion | Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50, Accounting for Website Development Costs (ASC 350-50), wherein website development costs are segregated into three activities: 1) Initial stage (planning), whereby the related costs are expensed. 2) Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. 3) Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. The Company has not capitalized any website development costs related to its penny auction platform during the six months ended February 29, 2016 and the year ended August 31, 2015, respectively, related to its online penny auction platform. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
Stock-Based Compensation | Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $65,500 and $261,534 for services and compensation for the six months ended February 29, 2016 and February 28, 2015, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the six months ended February 29, 2016, have had or are expected to have a significant impact on the Companys financial statements. |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of valuation of financial instruments at fair value on a recurring basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of February 29, 2016 and August 31, 2015: Fair Value Measurements at February 29, 2016 Level 1 Level 2 Level 3 Assets Cash $ 17,567 $ - $ - Total assets 17,567 - - Liabilities Due to officer, related party - 35,356 - Notes payable - 313,793 - Total Liabilities - 349,149 - $ 17,567 $ (349,149 ) $ - Fair Value Measurements at August 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 63,268 $ - $ - Total assets 63,268 - - Liabilities Due to officer, related party - 35,356 - Notes payable - 319,693 - Total Liabilities - 355,049 - $ 63,268 $ (355,049 ) $ - |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of deferred revenues | Deferred revenues consist of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 Bid pennies previously sold to customers still retained in customer accounts $ 121,166 $ 121,166 |
Due to Officer (Tables)
Due to Officer (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of due to officer | Due to officer consists of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 8% unsecured demand notes from a related party, The Auction Coach.Com, LLC, a single member LLC owned by our former CEO and major shareholder, Corey Park. $ 35,356 $ 35,356 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Feb. 29, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes Payable consists of the following at February 29, 2016 and August 31, 2015, respectively: February 29, August 31, 2016 2015 Unsecured, non-interest bearing note payable, matures on December 31, 2017 issued to memorialize the unpaid cash component of our commitment fee with Kodiak Capital as more fully described in the note below. On March 1, 2015, the original debt of $500,000 was modified to $100,000, along with the extended maturity date of December 31, 2017, resulting in a gain on debt extinguishment of $400,000 during the year ended August 31, 2015. $ 100,000 $ 100,000 Unsecured note payable bearing interest at 8%, due on demand, originated on February 23, 2012. The note was repaid in full on December 4, 2015. - 3,700 Unsecured note payable bearing interest at 8%, due on demand, originated on August 30, 2012 500 500 Unsecured note payable bearing interest at 8%, due on demand, originated on September 17, 2012 5,000 5,000 Unsecured note payable bearing interest at 8%, due on demand, originated on October 25, 2012 5,000 5,000 Unsecured note payable bearing interest at 8%, due on demand, originated on December 20, 2012 2,500 2,500 Unsecured note payable bearing interest at 8%, due on demand, originated on February 1, 2013. A total of $2,200 of principal was repaid on various dates from January 30, 2016 through February 7, 2016. 6,800 9,000 Unsecured note payable non-interest bearing, due on demand 14,869 14,869 Unsecured note payable bearing interest at 8%, due on demand, originated on March 22, 2013 20,000 20,000 Unsecured note payable bearing interest at 8%, due on demand, originated on August 29, 2013 - - Unsecured note payable bearing interest at 8%, due on demand, originated on November 1, 2014 in satisfaction of $50,000 of outstanding accounts payable. 50,000 50,000 Unsecured note payable bearing interest at 8%, due on demand, originated on November 7, 2014 in exchange and consolidation of the two previous loans originating on December 30, 2010 and August 29, 2013 55,000 55,000 Unsecured note payable bearing interest at 10%, due on January 23, 2016, as amended and currently in default, originated on January 23, 2015 in satisfaction of $54,124 of outstanding accounts payable to our securities attorney, Indeglia & Carney, LLP 54,124 54,124 Total notes payable 313,793 319,693 Less: current portion 213,793 219,693 Notes payable, less current portion $ 100,000 $ 100,000 |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 28, 2012 | Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 |
Deferred revenues | $ 121,166 | $ 121,166 | ||
Stock-based compensation | $ 65,500 | $ 261,534 | ||
Bidwinfun.com, Inc. [Member] | Securities Purchase Agreement [Member] | ||||
Number of common stock issued upon consideration | 340,000 | |||
Fair value of common stock issued upon consideration | $ 17,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | |||
Feb. 29, 2016 | Aug. 31, 2015 | Feb. 28, 2015 | Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (2,161,508) | $ (1,956,815) | ||
Current liabilities exceeded current assets | 522,264 | |||
Cash | $ 17,567 | $ 63,268 | $ 2,114 | $ 1,602 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Details) - Recurring Basis [Member] - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Fair Value Measurements Level 1 [Member] | ||
Assets | ||
Cash | $ 17,567 | $ 63,268 |
Total assets | $ 17,567 | $ 63,268 |
Liabilities | ||
Due to officer, related party | ||
Notes payable | ||
Total Liabilities | ||
Net total | $ 17,567 | $ 63,268 |
Fair Value Measurements Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Due to officer, related party | $ 35,356 | $ 35,356 |
Notes payable | 313,793 | 319,693 |
Total Liabilities | 349,149 | 355,049 |
Net total | $ (349,149) | $ (355,049) |
Fair Value Measurements Level 3 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Due to officer, related party | ||
Notes payable | ||
Total Liabilities | ||
Net total |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | Feb. 24, 2016 | Feb. 01, 2016 | Jan. 31, 2016 | Jan. 06, 2016 | Nov. 18, 2015 | Oct. 14, 2015 | Sep. 07, 2015 | Feb. 20, 2015 | Jan. 01, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 |
Stock-based compensation | $ 65,500 | $ 261,534 | ||||||||||
Due to officer, related parties | 35,356 | $ 35,356 | ||||||||||
Former CEO & Major Shareholder, Mr.Corey Park [Member] | Auction Coach.Com, LLC [Member] | 8% Unsecured Note Payable [Member] | ||||||||||||
Due to officer, related parties | 35,356 | $ 35,356 | ||||||||||
Interest expense | 1,414 | 1,414 | ||||||||||
Former Officer [Member] | Unsecured Debt [Member] | ||||||||||||
Face amount | 14,869 | |||||||||||
Interest expense | 1,112 | 1,106 | ||||||||||
Consulting Agreement [Member] | Mr. Bob van Leyen [Member] | ||||||||||||
Stock-based compensation | 43,500 | |||||||||||
Unpaid compensation expenses to officers | 5,205 | |||||||||||
Agreement term | 2 years | |||||||||||
Related party cumulative funding amount | $ 150,000 | |||||||||||
Officers compensation, per hour (Stage 1) | 300 | |||||||||||
Subsequent officers compensation, per hour (Stage 2) | $ 250 | |||||||||||
Description of officers compensation, per hour (Stage 1) | The entire hourly rate may be paid in stock in lieu of cash at a rate of $0.10 per share with no cap on the amount of compensation. | |||||||||||
Description of subsequent officers compensation, per hour (Stage 2) | Compensated equally in cash and stock in lieu of cash at a rate of $0.10 per share, initially, or $125 per hour in cash and $125 per hour in stock, with a maximum cash compensation of $5,000 per month. | |||||||||||
Stock price (in dollars per share) (Stage 1) | $ 0.10 | |||||||||||
Subsequent stock price (in dollars per share) (Stage 2) | $ 0.10 | |||||||||||
Maximum cash compensation, per month | $ 5,000 | 21,000 | ||||||||||
Total compensation expense | 64,500 | |||||||||||
Number of common stock issued upon subscriptions payable | 77,500 | 77,500 | 65,000 | 125,000 | 35,000 | 60,000 | ||||||
Fair value of common stock issued upon subscriptions payable | $ 7,750 | $ 7,750 | $ 6,500 | $ 12,500 | $ 3,500 | $ 6,000 | ||||||
Share price (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||
Number of additional common stock issued upon subscriptions payable | 55,000 | |||||||||||
Fair value of additional common stock issued upon subscriptions payable | $ 5,500 | |||||||||||
Consulting Agreement [Member] | Directors [Member] | ||||||||||||
Number of common stock issued upon subscriptions payable | 25,000 | |||||||||||
Fair value of common stock issued upon subscriptions payable | $ 2,500 | |||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||
Employment Agreement [Member] | Mr. Micheal C Holt [Member] | ||||||||||||
Compensation expense to officers | $ 78,500 | 39,250 | 13,083 | |||||||||
Unpaid compensation expenses to officers | $ 16,614 | $ 8,033 |
Deferred Revenues (Details)
Deferred Revenues (Details) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Deferred Revenue Disclosure [Abstract] | ||
Bid "pennies" previously sold to customers still retained in customer accounts | $ 121,166 | $ 121,166 |
Due to Officer (Details)
Due to Officer (Details) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 |
Auction Coach.Com, LLC [Member] | 8% Unsecured Note Payable [Member] | Former CEO & Major Shareholder, Mr.Corey Park [Member] | ||
Due to officer from related parties | $ 35,356 | $ 35,356 |
Due to Officer (Details Narrati
Due to Officer (Details Narrative) - Former CEO & Major Shareholder, Mr.Corey Park [Member] - Auction Coach.Com, LLC [Member] - 8% Unsecured Note Payable [Member] - USD ($) | 6 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Aug. 31, 2015 | |
Interest expense | $ 1,414 | $ 1,414 | |
Percentage of interest bearing rate | 8.00% | 8.00% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Aug. 31, 2015 | Mar. 01, 2015 | Feb. 28, 2015 | Sep. 01, 2010 | |
Total notes payable | $ 313,793 | $ 319,693 | |||
Less: current portion | 213,793 | 219,693 | |||
Notes payable, less current portion | 100,000 | 100,000 | |||
8% Unsecured Note Payable Originated On November 7, 2014 [Member] | |||||
Total notes payable | 55,000 | 55,000 | |||
8% Unsecured Note Payable Originated On November 1, 2014 [Member] | |||||
Total notes payable | 50,000 | 50,000 | |||
Accounts payable outstanding | $ 50,000 | ||||
8% Unsecured Note Payable Originated On February 23, 2012 [Member] | |||||
Total notes payable | 3,700 | ||||
8% Unsecured Note Payable Originated On August 29, 2013 [Member] | |||||
Total notes payable | |||||
8% Unsecured Note Payable Originated On August 30, 2012 [Member] | |||||
Total notes payable | $ 500 | 500 | |||
8% Unsecured Note Payable Originated On March 22, 2013 [Member] | |||||
Total notes payable | 20,000 | 20,000 | |||
8% Unsecured Note Payable Originated On September 17, 2012 [Member] | |||||
Total notes payable | 5,000 | 5,000 | |||
8% Unsecured Note Payable Non-Interest Bearing [Member] | |||||
Total notes payable | 14,869 | 14,869 | |||
8% Unsecured Note Payable Originated On October 25, 2012 [Member] | |||||
Total notes payable | 5,000 | 5,000 | |||
8% Unsecured Note Payable Originated On February 1, 2013 [Member] | |||||
Total notes payable | 6,800 | 9,000 | |||
Amount of principal repaid | 2,200 | ||||
8% Unsecured Note Payable Originated On December 20, 2012 [Member] | |||||
Total notes payable | 2,500 | 2,500 | |||
Indeglia & Carney, LLP (Securities Attorney) [Member] | 10% Unsecured Note Payable Originated Due On January 23, 2016 [Member] | |||||
Total notes payable | 54,124 | 54,124 | |||
Accounts payable outstanding | 54,124 | ||||
Equity Purchase Agreement [Member] | Kodiak Capital Group, LLC [Member] | Unsecured Non-Interest Bearing Note Payable Due December 31, 2017 [Member] | |||||
Total notes payable | $ 100,000 | 100,000 | |||
Debt face amount | $ 100,000 | ||||
Gain on debt extinguishment | $ 400,000 | ||||
Original Equity Purchase Agreement [Member] | Kodiak Capital Group, LLC [Member] | Unsecured Non-Interest Bearing Note Payable Due December 31, 2017 [Member] | |||||
Debt face amount | $ 500,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 9,763 | $ 7,529 |
Interest paid | $ 8,575 | $ 2,665 |
Put Rights Financing and Equi30
Put Rights Financing and Equity Line of Credit (Details Narrative) - Kodiak Capital Group, LLC [Member] - USD ($) | Jul. 21, 2015 | Mar. 01, 2015 | Dec. 28, 2010 | Aug. 30, 2010 | Feb. 29, 2016 | Sep. 01, 2010 |
Equity Purchase Agreement [Member] | Unsecured Non-Interest Bearing Note Payable Due December 31, 2017 [Member] | ||||||
Debt face amount | $ 100,000 | |||||
Revised maturity date | Dec. 31, 2017 | |||||
Equity Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||
Maximum common shares purchase upon agreement | $ 5,000,000 | |||||
Number of shares cancelled & returned to treasury | 1,978,944 | |||||
Description of agreement purchase price | Equal to 85% percent of the lowest closing bid price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak Capital of an election to put shares pursuant to the investment agreement. The aggregate dollar value that we will be permitted to put will be either: (a) $1,000,000 or (b) 200% of the average daily volume in the U.S. market of our common stock for the three trading days prior to the notice of our put, multiplied by the average of the three daily closing bid prices immediately preceding the date of the put notice. | |||||
Original Equity Purchase Agreement [Member] | Unsecured Non-Interest Bearing Note Payable Due December 31, 2017 [Member] | ||||||
Debt face amount | $ 500,000 | |||||
Original Equity Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||
Number of common stock issued upon commitment fee | 2,940,000 | 1,960,000 | ||||
Fair value of the common stock | $ 147,000 | $ 98,000 | ||||
Share price (in dollars per share) | $ 0.05 | $ 0.05 |
Changes in Stockholders' Equi31
Changes in Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Feb. 24, 2016 | Feb. 16, 2016 | Feb. 01, 2016 | Jan. 31, 2016 | Jan. 06, 2016 | Nov. 18, 2015 | Oct. 27, 2015 | Oct. 14, 2015 | Sep. 25, 2015 | Sep. 07, 2015 | Sep. 02, 2015 | Feb. 29, 2016 | Aug. 31, 2015 |
Common stock, authorized | 495,000,000 | 495,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Common stock, issued | 25,052,106 | 23,687,106 | |||||||||||
Common stock, outstanding | 25,052,106 | 23,687,106 | |||||||||||
Preferred stock, authorized | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Consulting Agreement [Member] | |||||||||||||
Number of shares cancelled and returned to treasury | $ 350,000 | ||||||||||||
Consulting Agreement [Member] | Mr. Bob van Leyen [Member] | |||||||||||||
Number of common stock issued upon subscriptions payable | 77,500 | 77,500 | 65,000 | 125,000 | 35,000 | 60,000 | |||||||
Fair value of common stock issued upon subscriptions payable | $ 7,750 | $ 7,750 | $ 6,500 | $ 12,500 | $ 3,500 | $ 6,000 | |||||||
Share price (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||
Number of additional common stock issued upon subscriptions payable | 55,000 | ||||||||||||
Fair value of additional common stock issued upon subscriptions payable | $ 5,500 | ||||||||||||
Consulting Agreement [Member] | Accredited Investor [Member] | |||||||||||||
Number of common stock issued upon services | 250,000 | 250,000 | 500,000 | ||||||||||
Value of common stock issued upon services | $ 25,000 | $ 25,000 | $ 50,000 | ||||||||||
Share price (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||
Consulting Agreement [Member] | Directors [Member] | |||||||||||||
Number of common stock issued upon subscriptions payable | 25,000 | ||||||||||||
Fair value of common stock issued upon subscriptions payable | $ 2,500 | ||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||
Consulting Agreement [Member] | Eight Service Providers [Member] | |||||||||||||
Number of common stock issued upon subscriptions payable | 95,000 | ||||||||||||
Fair value of common stock issued upon subscriptions payable | $ 9,500 | ||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||
Consulting Agreement [Member] | Service Provider [Member] | |||||||||||||
Number of common stock issued upon subscriptions payable | 100,000 | ||||||||||||
Fair value of common stock issued upon subscriptions payable | $ 10,000 | ||||||||||||
Share price (in dollars per share) | $ 0.10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Mr. Bob van Leyen [Member] | Mar. 31, 2016USD ($)$ / sharesshares |
Number of common stock issued upon subscriptions payable | shares | 65,000 |
Fair value of common stock issued upon subscriptions payable | $ | $ 6,500 |
Share price (in dollars per share) | $ / shares | $ 0.10 |