Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Oct. 31, 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-14 | ' |
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 | ' | 37,000,000 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash and equivalents | $319 | $253 |
Total Current Assets | 319 | 253 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 222,989 | 1,500 |
Accrued expenses | 202,263 | 265,138 |
Advance from related parties | ' | 50,000 |
Notes payable | 70,000 | ' |
Total Current Liabilities | 495,252 | 316,638 |
STOCKHOLDERS' DEFICIT: | ' | ' |
Preferred Stock, par value $.001; 10,000,000 shares authorized; 0 issued and outstanding at August 31, 2014 and August 31, 2013 | ' | ' |
Common stock , par value $.001; 500,000,000 shares authorized; 36,000,000 shares issued as of August 31, 2014 and 30,000,000 shares issued as of August 31, 2013 | 36,000 | 30,000 |
Additional paid in capital | 1,744,000 | 1,135,000 |
Accumulated Deficit | -2,274,933 | -1,481,385 |
Total Stockholders' Deficit | -494,933 | -316,385 |
Total Liabilities and Stockholders' Deficit | $319 | $253 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 36,000,000 | 30,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue | ' | ' |
Operating Expenses: | ' | ' |
Advertising and Marketing | 72,813 | ' |
Legal and Accounting | 17,375 | 57,543 |
Consulting and Software Development | 629,384 | 321,677 |
General and Administrative | 65,520 | 10,343 |
Total Operating Expenses | 785,092 | 389,563 |
Operating Loss | -785,092 | -389,563 |
Other Expense | ' | ' |
Interest Expense | -8,456 | -11,834 |
Total Other Expense | -8,456 | -11,834 |
Net loss before Income Taxes | -793,548 | -401,397 |
Provision for Income Taxes | ' | ' |
Net loss | ($793,548) | ($401,397) |
Basic and diluted net loss per common share (in dollars per share) | ($0.02) | ($0.02) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 32,204,384 | 21,987,215 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Aug. 31, 2012 | $17,500 | $835,000 | ($1,079,988) | ($227,488) |
Beginning Balance (in shares) at Aug. 31, 2012 | 17,500,000 | ' | ' | ' |
Common stock issued for debt | 3,590 | 86,160 | ' | 89,750 |
Common stock issued for debt (in shares) | 3,590,000 | ' | ' | ' |
Common stock issued for services | 8,910 | 213,840 | ' | 222,750 |
Common stock issued for services (in shares) | 8,910,000 | ' | ' | ' |
Net loss | ' | ' | -401,397 | -401,397 |
Ending Balance at Aug. 31, 2013 | 30,000 | 1,135,000 | -1,481,385 | -316,385 |
Ending Balance (in shares) at Aug. 31, 2013 | 30,000,000 | ' | ' | ' |
Common stock issued for cash | 1,200 | 59,800 | ' | 61,000 |
Common stock issued for cash (in shares) | 1,200,000 | ' | ' | 1,200,000 |
Common stock issued for debt | 2,421 | 197,813 | ' | 200,234 |
Common stock issued for debt (in shares) | 2,421,300 | ' | ' | ' |
Common stock issued for services | 2,379 | 351,387 | ' | 353,766 |
Common stock issued for services (in shares) | 2,378,700 | ' | ' | ' |
Net loss | ' | ' | -793,548 | -793,548 |
Ending Balance at Aug. 31, 2014 | $36,000 | $1,744,000 | ($2,274,933) | ($494,933) |
Ending Balance (in shares) at Aug. 31, 2014 | 36,000,000 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
OPERATING ACTIVITIES: | ' | ' |
Net loss | ($793,548) | ($401,397) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Impairment of intellectual assets, net | ' | ' |
Expenses paid on behalf of the company | 148,234 | 6,901 |
Stock issued for services | 353,766 | 222,749 |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable and accrued expenses | 158,614 | 122,214 |
Net cash used in operating activities | -132,934 | -49,533 |
INVESTING ACTIVITIES: | ' | ' |
FINANCING ACTIVITIES: | ' | ' |
Increase/(decrease) in notes payable | 70,000 | ' |
Cash increase due to related notes payable | 38,250 | 45,350 |
Payments on related party debt | -36,250 | ' |
Issuance of common stock for cash | 61,000 | ' |
Net cash provided by financing activities | 133,000 | 45,350 |
NET INCREASE (DECREASE) IN CASH | 66 | -4,183 |
CASH BEGINNING BALANCE | 253 | 4,436 |
CASH ENDING BALANCE | 319 | 253 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Taxes paid | ' | ' |
Interest paid | ' | ' |
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Stock issued for debt | $200,234 | $89,751 |
NATURE_OF_OPERATIONS_AND_BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Aug. 31, 2014 | |
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 $2,274,933. 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 the following wholly-owned subsidiaries: i) Mobile Sonars Inc.; ii) Am I There Inc.; iii) Message Attic Corp; iv) VIP Wink Corp. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Aug. 31, 2014 | |||
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. | |||
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. | |||
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 $-0- during the fiscal years ended August 31, 2014 and 2013, respectively. | |||
Fair Value for Financial Assets and Financial Liabilities | |||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 - | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 - | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 - | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, advances, prepaid expenses and accounts payable approximate their fair values because of the short maturity of these instruments. | |||
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, 2014 or 2013, which were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive. | |||
Software Development Costs | |||
The Company capitalizes its costs to develop its software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. | |||
The Company did not capitalize any software development costs in fiscal year 2014 or 2013 because the above criteria have not yet been met. The Company’s capitalized software amortization will be included in depreciation and amortization in the Company’s statements of operations. | |||
The company has had consulting and software development expenses of $629,384 for the year ended August 31, 2014 and $321,677 for the year ended August 31, 2013. | |||
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 | |||
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2014. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2014 | |
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 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 by way of issuing common shares and through advances made by related parties. 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, 2014 | |
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. | |
As of August 31, 2013 the Company owed $50,000 to related parties for operating expenses paid on the Company’s behalf. During the year ended August 31, 2014 this related party advanced $38,250 to the company and paid for $148,234 of additional operating expenses on the Company’s behalf. The Company paid $36,250 in cash against the outstanding payable and paid 320,000 shares of common stock at $0.025 per share in settlement of $8,000 of the outstanding payable and 580,000 shares of common stock at $0.18 per share in settlement of $104,400 leaving an ending balance due of $-0-. All related party balances bear no interest and are due on demand. | |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2014 | |
Notes Payable [Abstract] | ' |
NOTE PAYABLE | ' |
NOTE 5 – NOTES PAYABLE | |
On April 10, 2014, the Company entered into a note agreement with an unrelated third party to borrow a maximum amount of $150,000 (determined from time to time as advances are made) having a stated interest rate of six (6) percent and is convertible into common shares at fair market value at the discretion of the note holder both principal and interest are due April 10, 2015 and can be prepaid without penalty. At August 31 2014, the principal balance of the note outstanding was $70,000 with accrued interest of $790. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Aug. 31, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
STOCKHOLDERS' DEFICIT | ' |
NOTE 6 – STOCKHOLDERS’ DEFICIT | |
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, 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. | |
During the year ended August 31, 2014, the Company issued 2,421,300 (post stock-split) shares of common stock valued at $0.08 per share in extinguishment of $200,234 of related party notes and other accounts payable. No gain or loss on extinguishment was recognized in the transactions. The Company also issued 2,378,700 (post stock-split) shares of common stock valued at $0.15 per share for services valued at $353,766. The values of the shares were based on the most recent share price of common stock issued for cash to non-related parties. During the year ended August 31, 2014 the Company also issued 1,200,000 (post stock-split) shares of common stock valued at $0.05 per share for cash proceeds of $61,000. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
NOTE 7 – INCOME TAXES | ||||||||
Net deferred tax assets consist of the following components: | ||||||||
31-Aug-14 | 31-Aug-13 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforwards | $ | (898,599 | ) | $ | (585,147 | ) | ||
Common stock issued for services | 455,770 | 316,032 | ||||||
Impairment expense | 103,688 | 103,688 | ||||||
Valuation allowance | 339,141 | 165,427 | ||||||
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-14 | 31-Aug-13 | |||||||
Tax benefit at statutory rates | $ | (313,451 | ) | $ | (158,552 | ) | ||
Common stock issued for services | 139,738 | 87,986 | ||||||
Impairment expense | — | — | ||||||
Change in valuation allowance | 173,713 | 70,566 | ||||||
Net provision for income taxes | $ | — | $ | — | ||||
The Company has accumulated net operating loss carryovers of approximately $898,599 as of August 31, 2014, 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 2034. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 8 – SUBSEQUENT EVENTS | |
During September 2014, the Company was advanced $185,200 by a related party. The related party also paid expenses of the company of $9,042. | |
During September 2014, the Company paid $48,000 of its note payable to reduce the outstanding balance to $22,000 | |
During October 2014, the Company issued 1,000,000 shares of common stock valued at $0.18 per share. The company received $132,000 of cash and $48,000 in services. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Aug. 31, 2014 | |||
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. | |||
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. | |||
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 $-0- during the fiscal years ended August 31, 2014 and 2013, respectively. | |||
Fair Value for Financial Assets and Financial Liabilities | ' | ||
Fair Value for Financial Assets and Financial Liabilities | |||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 - | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 - | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 - | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, advances, prepaid expenses and accounts payable approximate their fair values because of the short maturity of these instruments. | |||
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, 2014 or 2013, which were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive. | |||
Software Development Costs | ' | ||
Software Development Costs | |||
The Company capitalizes its costs to develop its software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades. | |||
The Company did not capitalize any software development costs in fiscal year 2014 or 2013 because the above criteria have not yet been met. The Company’s capitalized software amortization will be included in depreciation and amortization in the Company’s statements of operations. | |||
The company has had consulting and software development expenses of $629,384 for the year ended August 31, 2014 and $321,677 for the year ended August 31, 2013. | |||
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 | |||
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2014. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of net deferred tax asset | ' | |||||||
Net deferred tax assets consist of the following components: | ||||||||
31-Aug-14 | 31-Aug-13 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforwards | $ | (898,599 | ) | $ | (585,147 | ) | ||
Common stock issued for services | 455,770 | 316,032 | ||||||
Impairment expense | 103,688 | 103,688 | ||||||
Valuation allowance | 339,141 | 165,427 | ||||||
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-14 | 31-Aug-13 | |||||||
Tax benefit at statutory rates | $ | (313,451 | ) | $ | (158,552 | ) | ||
Common stock issued for services | 139,738 | 87,986 | ||||||
Impairment expense | — | — | ||||||
Change in valuation allowance | 173,713 | 70,566 | ||||||
Net provision for income taxes | $ | — | $ | — |
NATURE_OF_OPERATIONS_AND_BASIS1
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) (USD $) | 12 Months Ended | 63 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Loss since inception | ($793,548) | ($401,397) | ($2,274,933) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Impairment expense | ' | ' |
Consulting and software development | $629,384 | $321,677 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | ||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 | |
Chief Executive Officer (Steve Adelstein) [Member] | Chief Executive Officer (Steve Adelstein) [Member] | Chief Executive Officer (Steve Adelstein) [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Date of agreement for convertible notes | ' | ' | 17-Apr-12 | ' | ' |
Converted common stock | ' | ' | $150,000 | ' | ' |
Percentage of interest (in percent) | ' | ' | 9.00% | ' | ' |
Conversion price (in dollars per share) | ' | ' | $0.03 | ' | ' |
Maturity date of convertible notes | ' | ' | 31-Aug-15 | ' | ' |
Note payable - related party | ' | ' | ' | 0 | 87,500 |
Accrued interest on note outstanding | ' | ' | ' | 0 | 2,500 |
Advances from related parties | ' | 50,000 | ' | ' | ' |
Cash increase due to related notes payable | 38,250 | 45,350 | ' | ' | ' |
Operating expenses paid by related party | 148,234 | ' | ' | ' | ' |
Payments on related party debt | 36,250 | ' | ' | ' | ' |
Common stock issued for debt (in shares) | 320,000 | ' | ' | ' | ' |
Share price (in dollars per share) | 0.025 | ' | ' | ' | ' |
Common stock issued for debt, value | 8,000 | ' | ' | ' | ' |
Common stock issued for debt (in shares) | 580,000 | ' | ' | ' | ' |
Share price (in dollars per share) | 0.18 | ' | ' | ' | ' |
Common stock issued for debt, value | $104,400 | ' | ' | ' | ' |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (Unrelated third party [Member], USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Unrelated third party [Member] | ' |
Date of agreement for convertible debt | 10-Apr-14 |
Convertible debt | $150,000 |
Percentage of interest (in percent) | 6.00% |
Maturity date of convertible debt | 10-Apr-15 |
Note payable - unrelated party | 70,000 |
Accrued interest on note outstanding | $790 |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS' DEFICIT (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Equity [Abstract] | ' | ' |
Description of reverse stock split | ' | ' |
The Company authorized a 3:1 Reverse Stock Split the financial statements have been retroactively adjusted to reflect the stock split. | ||
Common stock issued for debt (in shares) | 2,421,300 | 3,590,000 |
Shares issued for debt price per share | $0.08 | $0.03 |
Common stock issued for debt | $200,234 | $89,751 |
Common stock issued for services (in shares) | 2,378,700 | 8,910,000 |
Shares issued for services price per share | $0.15 | $0.03 |
Common stock issued for services | 353,766 | 222,749 |
Common stock issued for cash (in shares) | 1,200,000 | ' |
Shares issued price per share | $0.05 | ' |
Common stock issued for cash | $61,000 | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryforwards | $898,599 |
Description of operating loss carryforwards, expiration period | ' |
The tax losses begin to expire in 2034. |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred tax asset: | ' | ' |
Net operating loss carry forwards | ($898,599) | ($585,147) |
Common stock issued for services | 455,770 | 316,032 |
Impairment expense | 103,688 | 103,688 |
Valuation allowance | 339,141 | 165,427 |
Net deferred tax asset | ' | ' |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Tax benefit at statutory rates | ($313,451) | ($158,552) |
Common stock issued for services | 139,738 | 87,986 |
Impairment expense | ' | ' |
Change in valuation allowance | 173,713 | 70,566 |
Net provision for income taxes | ' | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Unrelated third party [Member] | Subsequent event [Member] | Subsequent event [Member] | Subsequent event [Member] | |||
Unrelated third party [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Advances from related parties | ' | $50,000 | ' | ' | $185,200 | ' |
Expenses paid on behalf of the company | -148,234 | -6,901 | ' | ' | 9,042 | ' |
Payments on debt | ' | ' | ' | ' | ' | 48,000 |
Note payable - unrelated party | ' | ' | 70,000 | ' | ' | 22,000 |
Common stock issued (in shares) | 1,200,000 | ' | ' | 1,000,000 | ' | ' |
Stock issuance price (in dollars per share) | ' | ' | ' | $0.18 | ' | ' |
Common stock issued for cash | 61,000 | ' | ' | 132,000 | ' | ' |
Common stock issued for services | $353,766 | $222,750 | ' | $48,000 | ' | ' |