Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Dec. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | FIRST LEVEL ENTERTAINMENT GROUP, INC. | |
Entity Central Index Key | 1,503,227 | |
Document Type | 10-K | |
Document Period End Date | Aug. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 42,219,990 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
CURRENT ASSETS: | ||
Cash and equivalents | $ 89 | $ 227 |
Total Current Assets | 89 | 227 |
CURRENT LIABILITIES: | ||
Accounts payable | 137,500 | |
Accrued expenses | 240,250 | 179,750 |
Advance from related parties | 249,061 | |
Total Current Liabilities | 240,250 | 566,311 |
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, par value $.001; 10,000,000 shares authorized; 0 issued and outstanding at August 31, 2016 and August 31, 2015 | ||
Common stock, par value $.001; 500,000,000 shares authorized; 42,219,990 shares issued as of August 31, 2016 and 40,000,000 as of August 31, 2015 | 42,220 | 40,000 |
Additional paid in capital | 2,857,378 | 2,460,000 |
Accumulated Deficit | (3,139,759) | (3,066,084) |
Total Stockholders' Deficit | (240,161) | (566,084) |
Total Liabilities and Stockholders' Deficit | $ 89 | $ 227 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2016 | Aug. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 10,000,000 | 10,000,000 |
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 | 500,000,000 | 500,000,000 |
Common stock, issued | 42,219,990 | 40,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
Advertising and Marketing | 50,198 | |
Professional fees | 71,000 | 366,971 |
Consulting and Software Development | 39,787 | |
General and Administrative | 2,675 | 75,365 |
Total Operating Expenses | 73,675 | 532,321 |
Operating Loss | (73,675) | (532,321) |
Other Income (Expense) | ||
Impairment of assets | (258,000) | |
Interest Expense | (830) | |
Total Other Income (Expense) | (258,830) | |
Net (loss) before Income Taxes | (73,675) | (791,151) |
Provision for Income Taxes | ||
Net (loss) | $ (73,675) | $ (791,151) |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | $ (0.02) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 40,558,030 | 38,800,054 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Aug. 31, 2014 | $ 36,000 | $ 1,744,000 | $ (2,274,933) | $ (494,933) |
Balance at beginning (in shares) at Aug. 31, 2014 | 36,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for cash | $ 707 | 126,493 | 127,200 | |
Common stock issued for cash (in shares) | 706,664 | |||
Common stock issued for intellectual property | $ 1,433 | 256,567 | 258,000 | |
Common stock issued for intellectual property (in shares) | 1,433,333 | |||
Common stock issued for debt | $ 131 | 23,489 | 23,620 | |
Common stock issued for debt (in shares) | 131,222 | |||
Common stock issued for related party advances | $ 393 | 70,407 | 70,800 | |
Common stock issued for related party advances (in shares) | 393,336 | |||
Common stock issued for services | $ 1,336 | 239,044 | 240,380 | |
Common stock issued for services (in shares) | 1,335,445 | |||
Net Loss | (791,151) | (791,151) | ||
Balance at ending at Aug. 31, 2015 | $ 40,000 | 2,460,000 | (3,066,084) | (566,084) |
Balance at ending (in shares) at Aug. 31, 2015 | 40,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for debt | $ 764 | 136,736 | 137,500 | |
Common stock issued for debt (in shares) | 763,889 | |||
Common stock issued for related party advances | $ 1,456 | 260,642 | 262,098 | |
Common stock issued for related party advances (in shares) | 1,456,101 | |||
Net Loss | (73,675) | (73,675) | ||
Balance at ending at Aug. 31, 2016 | $ 42,220 | $ 2,857,378 | $ (3,139,759) | $ (240,161) |
Balance at ending (in shares) at Aug. 31, 2016 | 42,219,990 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (73,675) | $ (791,151) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of intellectual assets, net | 258,000 | |
Expenses paid on behalf of the company | 12,237 | 99,015 |
Common stock issued for services | 240,380 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 60,500 | (106,382) |
Net cash used in operating activities | (938) | (300,138) |
INVESTING ACTIVITIES: | ||
FINANCING ACTIVITIES: | ||
Net increase/(decrease) in notes payable | (48,000) | |
Proceeds from related party advances | 800 | 238,850 |
Payments on related party debt | (18,004) | |
Issuance of common stock for cash | 127,200 | |
Net cash provided by financing activities | 800 | 300,046 |
NET CHANGE IN CASH | (138) | (92) |
CASH BEGINNING BALANCE | 227 | 319 |
CASH ENDING BALANCE | 89 | 227 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Taxes paid | ||
Interest paid | 830 | |
NON-CASH TRANSACTIONS AFFECTING INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for forgiveness of related party advances | 262,098 | 70,800 |
Common stock issued for forgiveness of debt | 137,500 | 23,260 |
Common stock issued for acquisition intangible asset | $ 258,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Aug. 31, 2016 | |
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., commenced operations on February 1, 2012 and has incurred losses totaling $3,139,759. 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2016 | |
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 have been prepared in accordance with U.S. generally accepted accounting principles. 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 $258,000 during the fiscal years ended August 31, 2016 and 2015, 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, 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” 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, 2016 or 2015, 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 2016 or 2015 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 software expenses of $0 for the year ended August 31, 2016 and software development expenses of $39,787 for the year ended August 31, 2015. 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, 2016. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS 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. During the year ended August 31, 2016 a related party, Mr. Steve Adelstein Director and CEO, advanced $800 and paid $12,237 of additional operating expenses on the Company’s behalf. During the year ended August 31, 2016 the Company paid against accounts payable 763,889 shares of common stock at $0.18 per share in settlement of $137,500 of the outstanding payable and 1,456,101 shares of common stock at $0.18 per share in settlement of $262,098 of advances from related party leaving an ending balance due of $-0-. All related party balances bear no interest and are due on demand. At the end of the period the balance owed to this related party was $0. During the year ended August 31, 2015 a related party, Mr. Steve Adelstein Director and CEO, advanced $238,850 and paid $99,015 of additional operating expenses on the Company’s behalf. The Company paid 720,000 shares of common stock at $0.18 per share in settlement of $129,600 bonus given to this related party. The Company paid $18,004 in cash against the outstanding payable and paid 393,336 shares of common stock at $0.18 per share in settlement of $70,800 of the outstanding payable. As of August 31, 2015 the balance owed to this related party was $249,061. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2016 | |
Notes Payable [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTES PAYABLE As of August 31, 2016, the Company has no notes payable nor interest payments. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Aug. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT During the year ended August 31, 2016 the Company issued 2,219,990 shares of common stock valued at $0.18 per share in an extinguishment of $262,098 of related party notes and accounts payable of $137,500. No gain or loss on extinguishment was recognized in the transactions During the year ended August 31, 2015, the Company issued 4,000,000 shares of common stock valued at $0.18 per share. The company received $127,200 of cash for 706,664 shares of common stock issued. The company issued 1,335,445 share of common stock for $240,380 in services, 131,222 shares of common stock for payment of $22,000 notes payable and $1,620 interest, 393,336 shares for payment of $70,800 related party debt, and 1,433,333 shares for the purchase of $258,000 of intangible assets which were subsequently impaired fully during the year ended August 31, 2015. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES Net deferred tax assets consist of the following components: August 31, 2016 August 31, 2015 Deferred tax asset: Net operating loss carryforwards $ (1,240,205 ) $ (1,213,671 ) Common stock issued for services 550,720 550,720 Impairment expense 205,598 205,598 Valuation allowance 483,887 457,353 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: August 31, 2016 August 31, 2015 Tax benefit at statutory rates $ (29,102 ) $ (315,072 ) Common stock issued for services — 94,950 Impairment expense — 101,910 Change in valuation allowance 29,102 118,212 Net provision for income taxes $ — $ — The Company has accumulated net operating loss carryovers of approximately $3,139,759 as of August 31, 2016, 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, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2016 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 ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
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 have been prepared in accordance with U.S. generally accepted accounting principles. |
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 $258,000 during the fiscal years ended August 31, 2016 and 2015, 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, 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” |
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, 2016 or 2015, 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 2016 or 2015 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 software expenses of $0 for the year ended August 31, 2016 and software development expenses of $39,787 for the year ended August 31, 2015. |
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, 2016. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Net deferred tax assets consist of the following components: August 31, 2016 August 31, 2015 Deferred tax asset: Net operating loss carryforwards $ (1,240,205 ) $ (1,213,671 ) Common stock issued for services 550,720 550,720 Impairment expense 205,598 205,598 Valuation allowance 483,887 457,353 Net deferred tax asset $ — $ — |
Schedule of net provision for income taxes | 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: August 31, 2016 August 31, 2015 Tax benefit at statutory rates $ (29,102 ) $ (315,072 ) Common stock issued for services — 94,950 Impairment expense — 101,910 Change in valuation allowance 29,102 118,212 Net provision for income taxes $ — $ — |
NATURE OF OPERATIONS AND BASI17
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2012 | Aug. 31, 2016 | Aug. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 3,139,759 | $ (73,675) | $ (791,151) |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Impairment of intangible assets | $ 0 | $ 258,000 |
Software Development Costs [Member] | ||
Useful life | 3 years | |
Software development expenses | $ 0 | $ 39,787 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Cash increase due to related advances | $ 800 | $ 238,850 |
Additional operating expenses paid by related party | 12,237 | $ 99,015 |
Common stock issued for accounts payable | $ 137,500 | |
Common stock issued for accounts payable (in shares) | 763,889 | |
Shares price (in dollars per share) | $ 0.18 | $ 0.18 |
Common stock issued for related party advances | $ 262,098 | $ 70,800 |
Advance related parties | 249,061 | |
Payments on related party debt | $ 18,004 | |
Common shares issued to settlement of bonus | 720,000 | |
Common shares issued to settlement of bonus per share (in dollars per share) | $ 0.18 | |
Settlement of bonus | $ 129,600 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Number of shares issued (in shares) | 2,219,990 | 4,000,000 |
Common stock issued for accounts payable | $ 137,500 | |
Shares issued price per share | $ 0.18 | $ 0.18 |
Common stock issued for cash | $ 127,200 | |
Common Stock issued for services | 240,380 | |
Common stock issued for related party debt | $ 262,098 | 70,800 |
Purchase of intangible assets | $ 258,000 | |
Purchase of intangible assets (in shares) | 1,433,333 | |
Unrelated Third Party [Member] | ||
Note payable | $ 22,000 | |
Accrued interest | $ 1,620 | |
Common stock issued for notes payable and interest (in shares) | 131,222 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Deferred tax asset: | ||
Net operating loss carryforwards | $ (1,240,205) | $ (1,213,671) |
Common stock issued for services | 550,720 | 550,720 |
Impairment expense | 205,598 | 205,598 |
Valuation allowance | 483,887 | 457,353 |
Net deferred tax asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rates | $ (29,102) | $ (315,072) |
Common stock issued for services | 94,950 | |
Impairment expense | 101,910 | |
Change in valuation allowance | 29,102 | 118,212 |
Net provision for income taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Aug. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 3,139,759 |