Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Mar. 07, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'FIRST LEVEL ENTERTAINMENT GROUP, INC. | ' |
Entity Central Index Key | '0001503227 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Aug-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity a Well-known Seasoned Issuer | 'No | ' |
Entity a Voluntary Filer | 'No | ' |
Entity Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | $0 | ' |
Entity Common Stock, Shares Outstanding | ' | 31,200,000 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $253 | $4,436 |
Total Current Assets | 253 | 4,436 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 1,500 | 7,500 |
Accrued expenses | 265,138 | 136,924 |
Advances from related parties | 50,000 | ' |
Total current liabilities | 316,638 | 144,424 |
LONG TERM LIABILITIES | ' | ' |
Note payable - related party | ' | 87,500 |
Total Liabilities | 316,638 | 231,924 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 25,000,000 shares authorized, 30,000,000 and 17,500,000 shares issued and outstanding | 30,000 | 17,500 |
Additional paid in capital | 1,135,000 | 835,000 |
Deficit accumulated during the exploration stage | -1,481,385 | -1,079,988 |
Total Stockholders' Deficit | -316,385 | -227,488 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $253 | $4,436 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value per share (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 30,000,000 | 17,500,000 |
Common stock, shares outstanding | 30,000,000 | 17,500,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 63 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
REVENUE | ' | ' | ' |
OPERATING EXPENSES | ' | ' | ' |
Legal and accounting | 57,543 | 32,087 | 109,030 |
Consulting and software development | 321,677 | 325,420 | 1,044,597 |
General and administrative | 10,343 | 22,757 | 41,500 |
Total Operating Expenses | 389,563 | 380,264 | 1,195,127 |
LOSS FROM OPERATIONS | -389,563 | -380,264 | -1,195,127 |
OTHER INCOME (EXPENSES) | ' | ' | ' |
Interest expense | -11,834 | -11,924 | -23,758 |
Impairment expense | ' | -262,500 | -262,500 |
Total Other Income (Expenses) | -11,834 | -274,424 | -286,258 |
LOSS BEFORE INCOME TAXES | -401,397 | -654,688 | -1,481,385 |
PROVISION FOR INCOME TAXES | ' | ' | ' |
NET LOSS | ($401,397) | ($654,688) | ($1,481,385) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | ($0.02) | ($0.05) | ' |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 21,987,215 | 12,431,840 | ' |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Deficit (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Jun. 01, 2008 | ' | ' | ' | ' |
Balance (in shares) at Jun. 01, 2008 | ' | ' | ' | ' |
Common stock issued for cash at $0.015 per share | 333 | 4,667 | ' | 5,000 |
Common stock issued for cash at $0.015 per share (in shares) | 333,333 | ' | ' | ' |
Common stock issued for intellectual property at $0.015 per share | 1,500 | 21,000 | ' | 22,500 |
Common stock issued for intellectual property at $0.015 per share (in shares) | 1,500,000 | ' | ' | ' |
Net loss | ' | ' | -6,384 | -6,384 |
Balance at Aug. 31, 2010 | 1,833 | 25,667 | -6,384 | 21,116 |
Balance (in shares) at Aug. 31, 2010 | 1,833,333 | ' | ' | ' |
Common stock issued for debt at $0.075 per share | 3,200 | 236,800 | ' | 240,000 |
Common stock issued for debt at $0.075 per share (in shares) | 3,200,000 | ' | ' | ' |
Common stock issued for debt at $0.075 per share | 167 | 12,333 | ' | 12,500 |
Common stock issued for debt at $0.075 per share (in shares) | 166,667 | ' | ' | ' |
Common stock issued for services at $0.075 per share | 5,300 | 392,200 | ' | 397,500 |
Common stock issued for services at $0.075 per share (in shares) | 5,300,000 | ' | ' | ' |
Net loss | ' | ' | -418,916 | -418,916 |
Balance at Aug. 31, 2011 | 10,500 | 667,000 | -425,300 | 252,200 |
Balance (in shares) at Aug. 31, 2011 | 10,500,000 | ' | ' | ' |
Common stock issued for debt at $0.025 per share | 307 | 7,360 | ' | 7,667 |
Common stock issued for services at $0.025 per share | 6,693 | 160,640 | ' | 167,333 |
Net loss | ' | ' | -654,688 | -654,688 |
Balance at Aug. 31, 2012 | 17,500 | 835,000 | -1,079,988 | -227,488 |
Balance (in shares) at Aug. 31, 2012 | 17,500,000 | ' | ' | 17,500,000 |
Common stock issued for debt at $0.025 per share | 3,590 | 86,160 | ' | 89,750 |
Common stock issued for services at $0.025 per share | 8,910 | 213,840 | ' | 222,749 |
Net loss | ' | ' | -401,397 | -401,397 |
Balance at Aug. 31, 2013 | $30,000 | $1,135,000 | ($1,481,385) | ($316,385) |
Balance (in shares) at Aug. 31, 2013 | 30,000,000 | ' | ' | 30,000,000 |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Stockholders' Deficit (Parenthetical) (USD $) | Aug. 31, 2011 | Aug. 31, 2010 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Shares issued price per share | ' | $0.02 |
Shares issued for intellectual property price per share | ' | $0.02 |
Shares issued for debt price per share | $0.08 | ' |
Shares issued for debt price per share | $0.08 | ' |
Shares issued for services price per share | $0.08 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 63 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($401,397) | ($654,688) | ($1,481,385) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Impairment of intellectual assets, net | ' | 262,500 | 262,500 |
Expenses paid on behalf of the company | 6,901 | 45,867 | 65,668 |
Stock issued for services | 222,749 | 167,333 | 787,582 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts payable and accrued expenses | 122,214 | 134,424 | 266,638 |
Net Cash Used in Operating Activities | -49,533 | -44,564 | -98,997 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from related party debt | 45,350 | 56,800 | 102,150 |
Payments on related party debt | ' | -7,900 | -7,900 |
Common stock issued for cash | ' | ' | 5,000 |
Net Cash Provided by Financing Activities | 45,350 | 48,900 | 99,250 |
NET INCREASE (DECREASE) IN CASH | -4,183 | 4,336 | 253 |
CASH AT BEGINNING OF PERIOD | 4,436 | 100 | ' |
CASH AT END OF PERIOD | 253 | 4,436 | 253 |
CASH PAID FOR: | ' | ' | ' |
Interest | ' | ' | ' |
Income Taxes | ' | ' | ' |
NON-CASH FINANCING AND INVESTING ACTIVITIES | ' | ' | ' |
Stock issued for intellectual property | ' | ' | 262,500 |
Stock issued for debt | $89,751 | $7,667 | $109,918 |
NATURE_OF_OPERATIONS_AND_BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | ' |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
First Level Entertainment Group, Inc. (“the Company”), formerly known as Sound Kitchen Entertainment Group, Inc., is in the development stage commencing operations in February 1, 2012 and has incurred losses since entering the development stage totaling $1,481,385. The Company was incorporated on June 2, 2008 in the State of Florida and established a fiscal year end of August 31. The Company is in the entertainment business presently focusing on mobile applications. The Company has following wholly-owned subsidiaries: i) Mobile Sonars Inc.; ii) Am I There Inc.; iii) Message Attic Corp. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The financial statements present the consolidated balance sheet, statements of operations, stockholders’ equity and cash flows of the Company including its wholly owned subsidiaries. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. | |
Principles of Consolidation | |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |
Development Stage Company | |
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC Topic 915. Among the disclosures required by ASC 915 are that the Company’s consolidated financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception or entering the development stage. | |
Use of Estimates and Assumptions | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. | |
Intellectual Property | |
The Company, on July 31, 2010, acquired intellectual property consisting of thirty-five (35) children’s songs. The intellectual property acquired included all rights, title and interest and therefore the Company has title of one hundred percent (100%) ownership to the thirty-five (35) children’s songs. The Company begins amortizing intellectual property costs, using the straight-line method over the estimated useful life of 3 years, once it is put into service. As of August 31, 2013 and August 31, 2012, the intellectual properties have been abandoned and fully impaired. | |
Long-Lived Assets | |
In accordance with ASC 360-10-05-4 “Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets”, which was previously Financial Accounting SFAS No.144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluates its long-lived assets for impairment on at least an annual basis. The Company recorded impairment charges of $-0- and $262,500 during the fiscal years ended August 31, 2013 and 2012, respectively. | |
Fair Value Measurements | |
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: | |
Level 1: Quoted market prices in active markets for identical assets or liabilities | |
Level 2: Observable market-based inputs or inputs that are corroborated by market data | |
Level 3: Unobservable inputs that are not corroborated by market data | |
Income Taxes | |
The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. | |
Revenue and Cost Recognition | |
The Company has no current source of revenue. The Company recognizes revenue based on Account Standards Codification (“ASC”) 605 “Revenue Recognition” which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Revenues transacted from on-line platforms are recognized at the point of sale. Cost of sales includes any labor cost and the amortization of intellectual property. | |
Basic and Diluted Net Loss per Common Share | |
Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2013 or 2012 which were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive. | |
Foreign Currency Translation | |
The consolidated financial statements are presented in United States dollars. In accordance with ASC Topic 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |
Consulting and Software Development | |
The company expenses consulting and software development (including research and development) as incurred. The company has had consulting and software development expenses of $321,677 for the year ended August 31, 2013 and $325,420 for the year ended August 31, 2012. | |
Stock-based Compensation | |
The Company follows the provisions of ASC 718, “Share-Based Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. | |
The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. | |
The Company recognizes the cost associated with share-based awards that have a graded vesting schedule on a straight-line basis over the requisite service period of the entire award. | |
Related Parties | |
Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships. | |
Recent Accounting Pronouncements | |
The Company has evaluated all the recent accounting pronouncements through August 31, 2013 and believes that none of them, including those not yet effective, will have a material effect on the financial position or results of operations of the Company. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2013 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 3 – GOING CONCERN | |
The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has a deficit accumulated since inception (June 2, 2008) through August 31, 2013 of ($1,481,385).The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company has funded its initial operations, from inception to August 31, 2013, by way of issuing common shares and advances from related parties. As of August 31, 2013, the Company had issued 30,000,000 (post stock-split) common shares. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 4 – RELATED PARTY TRANSACTIONS | |
On April 17, 2012, the Company entered into a convertible note with an affiliated company (Venture Capital Clinic Corp.) owned by the Company’s Chief Executive Officer and Chairman of the Board of Directors, Steve Adelstein. The note is for a maximum amount of $150,000 (determined from time to time as advances are made) having a stated interest rate of nine percent and is convertible into common shares at $0.03 per share at the sole discretion of the note holder. Both principal and interest are due August 31, 2015 and can be prepaid without penalty. At August 31, 2012, the principal balance of the note outstanding was $87,500 with accrued interest of approximately $2,500. On May 31, 2013, the note amount was converted to common stock, leaving an outstanding balance of principal and interest of $-0- at August 31, 2013. | |
The Company does not lease or rent any property. Office space and services are provided without charge by an officer / shareholder. Such costs are immaterial to the consolidated financial statements and accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. | |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended | |
Aug. 31, 2013 | ||
Stockholders' Equity Note [Abstract] | ' | |
CAPITAL STOCK | ' | |
NOTE 5 – STOCKHOLDERS’ DEFICIT | ||
In August, 2011 and February, 2012, the company filed, amended and restated Articles of Incorporation with the Secretary of State of Florida which: | ||
changed the name of the corporation to First Level Entertainment Group, Inc. | ||
increased the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and fixed a par value of $0.001 per share, | ||
authorized a class of 10,000,000 shares of blank check preferred stock, par value $0.001 per share, and | ||
included indemnification provisions customary under Florida law, as well as election not to be governed by the provisions of the Florida Business Corporation Act governing affiliated transactions and an election to be governed by the provisions related to control share acquisitions. | ||
On May 31, 2013 the Company authorized a 3:1 Reverse Stock Split the financial statements have been retroactively adjusted to reflect the stock split. From inception (June 2, 2008) through August 31, 2013, the Company has not granted any stock options and warrants. | ||
During the year ended August 31, 2012, the Company issued 306,668 (post stock-split) shares of common stock valued at $0.025 per share in extinguishment of related party notes and advances payable. The total value of shares issued was $7,667 and no gain or loss on extinguishment was recognized in the transaction. The Company also issued 6,693,332 (post stock-split) shares of common stock valued at $0.025 per share for services valued at $167,333. The value of the shares was based on the most recent share price of common stock issued for cash to non-related parties. | ||
During the year ended August 31, 2013, the Company issued 3,590,000 (post stock-split) shares of common stock valued at $0.025 per share in extinguishment of related party notes and advances payable. The total value of shares issued was $89,751 and no gain or loss on extinguishment was recognized in the transaction. The Company also issued 8,910,000 (post stock-split) shares of common stock valued at $0.025 per share for services valued at $222,749. The value of the shares was based on the most recent share price of common stock issued for cash to non-related parties. | ||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
NOTE 6 – INCOME TAXES | ||||||||
Net deferred tax assets consist of the following components: | ||||||||
31-Aug-13 | 31-Aug-12 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforwards | $ | (585,147 | ) | $ | (426,595 | ) | ||
Common stock issued for services | 316,032 | 228,047 | ||||||
Impairment expense | 103,688 | 103,688 | ||||||
Valuation allowance | 165,427 | 94,861 | ||||||
Net deferred tax asset | $ | — | $ | — | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows: | ||||||||
31-Aug-13 | 31-Aug-12 | |||||||
Tax benefit at statutory rates | $ | (158,552 | ) | $ | (258,602 | ) | ||
Common stock issued for services | 87,986 | 66,097 | ||||||
Impairment expense | — | 103,688 | ||||||
Change in valuation allowance | 70,566 | 88,818 | ||||||
Net provision for income taxes | $ | — | $ | — | ||||
The Company has accumulated net operating loss carryovers of approximately $585,147 as of August 31, 2013 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 7 – SUBSEQUENT EVENTS | |
On November 30, 2013 the Company issued 1,200,000 shares of common stock for services valued at $30,000. | |
We have evaluated events and transactions that occurred subsequent to August 31, 2013 through the date of this report, the date the consolidated financial statements were issued, for potential recognition or disclosure in the accompanying consolidated financial statements. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The financial statements present the consolidated balance sheet, statements of operations, stockholders’ equity and cash flows of the Company including its wholly owned subsidiaries. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |
Development Stage Company | ' |
Development Stage Company | |
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC Topic 915. Among the disclosures required by ASC 915 are that the Company’s consolidated financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception or entering the development stage. | |
Use of Estimates and Assumptions | ' |
Use of Estimates and Assumptions | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. | |
Intellectual Property | ' |
Intellectual Property | |
The Company, on July 31, 2010, acquired intellectual property consisting of thirty-five (35) children’s songs. The intellectual property acquired included all rights, title and interest and therefore the Company has title of one hundred percent (100%) ownership to the thirty-five (35) children’s songs. The Company begins amortizing intellectual property costs, using the straight-line method over the estimated useful life of 3 years, once it is put into service. As of August 31, 2013 and August 31, 2012, the intellectual properties have been abandoned and fully impaired. | |
Long-Lived Assets | ' |
Long-Lived Assets | |
In accordance with ASC 360-10-05-4 “Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets”, which was previously Financial Accounting SFAS No.144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluates its long-lived assets for impairment on at least an annual basis. The Company recorded impairment charges of $-0- and $262,500 during the fiscal years ended August 31, 2013 and 2012, respectively. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: | |
Level 1: Quoted market prices in active markets for identical assets or liabilities | |
Level 2: Observable market-based inputs or inputs that are corroborated by market data | |
Level 3: Unobservable inputs that are not corroborated by market data | |
Income Taxes | ' |
Income Taxes | |
The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. | |
Revenue and Cost Recognition | ' |
Revenue and Cost Recognition | |
The Company has no current source of revenue. The Company recognizes revenue based on Account Standards Codification (“ASC”) 605 “Revenue Recognition” which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Revenues transacted from on-line platforms are recognized at the point of sale. Cost of sales includes any labor cost and the amortization of intellectual property. | |
Basic and Diluted Net Loss per Common Share | ' |
Basic and Diluted Net Loss per Common Share | |
Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2013 or 2012 which were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The consolidated financial statements are presented in United States dollars. In accordance with ASC Topic 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations. | |
Consulting and Software Development | ' |
Consulting and Software Development | |
The company expenses consulting and software development (including research and development) as incurred. The company has had consulting and software development expenses of $321,677 for the year ended August 31, 2013 and $325,420 for the year ended August 31, 2012. | |
Stock-Based Compensation | ' |
Stock-based Compensation | |
The Company follows the provisions of ASC 718, “Share-Based Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. | |
The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. | |
The Company recognizes the cost associated with share-based awards that have a graded vesting schedule on a straight-line basis over the requisite service period of the entire award. | |
Related Parties | ' |
Related Parties | |
Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has evaluated all the recent accounting pronouncements through August 31, 2013 and believes that none of them, including those not yet effective, will have a material effect on the financial position or results of operations of the Company. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Net Deferred Tax Asset | ' | |||||||
Net deferred tax assets consist of the following components: | ||||||||
31-Aug-13 | 31-Aug-12 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforwards | $ | (585,147 | ) | $ | (426,595 | ) | ||
Common stock issued for services | 316,032 | 228,047 | ||||||
Impairment expense | 103,688 | 103,688 | ||||||
Valuation allowance | 165,427 | 94,861 | ||||||
Net deferred tax asset | $ | — | $ | — | ||||
Schedule of income tax provision | ' | |||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows: | ||||||||
31-Aug-13 | 31-Aug-12 | |||||||
Tax benefit at statutory rates | $ | (158,552 | ) | $ | (258,602 | ) | ||
Common stock issued for services | 87,986 | 66,097 | ||||||
Impairment expense | — | 103,688 | ||||||
Change in valuation allowance | 70,566 | 88,818 | ||||||
Net provision for income taxes | $ | — | $ | — | ||||
NATURE_OF_OPERATIONS_AND_BASIS1
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) (USD $) | 12 Months Ended | 27 Months Ended | 63 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2013 | |
Nature Of Operations And Basis Of Presentation Details Narrative | ' | ' | ' | ' | ' |
Loss since inception | ($401,397) | ($654,688) | ($418,916) | ($6,384) | ($1,481,385) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 63 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Jul. 31, 2010 | |
Summary Of Significant Accounting Policies Details | ' | ' | ' | ' |
Children's songs acquired | ' | ' | ' | 35 |
Ownership to the 35 children's songs, percent | ' | ' | ' | 100.00% |
Estimated useful life of intellectual property | '3 years | ' | ' | ' |
Impairment expense | ' | $262,500 | $262,500 | ' |
Consulting and software development | $321,677 | $325,420 | $1,044,597 | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 12 Months Ended | 27 Months Ended | 63 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2013 | |
Going Concern Details | ' | ' | ' | ' | ' |
Loss since inception | ($401,397) | ($654,688) | ($418,916) | ($6,384) | ($1,481,385) |
Common shares issued (post stock-split) | 30,000,000 | 17,500,000 | ' | ' | 30,000,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Note payable - related party | ' | $87,500 |
Chief Executive Officer (Steve Adelstein) | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Date of agreement for convertible notes | 17-Apr-12 | ' |
Converted common stock | 150,000 | ' |
Conversion price (in dollars per share) | $0.03 | ' |
Maturity date of convertible notes | 31-Aug-15 | ' |
Note payable - related party | 87,500 | ' |
Accrued interest on note outstanding | $2,500 | ' |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS' DEFICIT (Details Narrative) (USD $) | 12 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | |
Equity [Abstract] | ' | ' | ' |
Increase in shares authorized | ' | ' | 500,000,000 |
Description of reverse stock split | ' | ' | ' |
Company authorized a 3:1 Reverse Stock Split the financial statements have been retroactively adjusted to reflect the stock split. | |||
Shares issued for debt price per share | $0.03 | $0.03 | ' |
Shares issued for services price per share | $0.03 | $0.03 | ' |
Common stock issued for debt at $0.025 per share (in shares) | 3,590,000 | 306,668 | ' |
Common stock issued for debt at $0.025 per share | $89,750 | $7,667 | ' |
Common stock issued for services at $0.025 per share (in shares) | 8,910,000 | 6,693,332 | ' |
Common stock issued for services at $0.025 per share | $222,749 | $167,333 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Deferred tax asset: | ' | ' |
Net operating loss carry forward | ($585,147) | ($426,595) |
Common stock issued for services | 316,032 | 228,047 |
Impairment expense | 103,688 | 103,688 |
Valuation allowance | 165,427 | 94,861 |
Net deferred tax asset | ' | ' |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | 63 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Income Taxes Details 2 | ' | ' | ' |
Tax benefit at statutory rates | ' | ($158,552) | ($258,602) |
Common stock issued for services | ' | 87,986 | 66,097 |
Impairment expense | ' | ' | 103,688 |
Change in valuation allowance | ' | 70,566 | 88,818 |
Net provision for income taxes | ' | ' | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended |
Aug. 31, 2011 | Nov. 30, 2013 | |
Subsequent event | ||
Subsequent Event [Line Items] | ' | ' |
Common stock issued for services | $397,500 | $30,000 |
Common stock issued for services (in shares) | ' | 1,200,000 |