Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Nov. 30, 2014 | Jan. 12, 2014 | |
Document Information [Line Items] | ||
Entity Registrant Name | Aja Cannafacturing, Inc. | |
Entity Central Index Key | 1533455 | |
Current Fiscal Year End Date | -23 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | AJAC | |
Entity Common Stock, Shares Outstanding | 923,984,484 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Nov-14 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Current Assets: | ||
Cash | $5,868 | $43,993 |
Accounts receivable, net of allowance of $8,753 and $8,753, respectively | 8,752 | 8,752 |
Prepaid expenses and other current assets | 9,882 | 88,871 |
Total Current Assets | 24,502 | 141,616 |
Total Assets | 24,502 | 141,616 |
Current Liabilities: | ||
Accounts payable | 177,866 | 154,178 |
Derivative liability | 926,163 | 558,194 |
Accrued compensation | 5,695 | 52,686 |
Accrued expenses | 44,080 | 43,483 |
Accrued interest | 33,957 | 26,051 |
Convertible notes payable, net of discount of $445,952 and $174,125, respectively | 376,184 | 340,813 |
Notes payable - related party net of discount of $0 and $244,839, respectively | 0 | 30,135 |
Other notes payable | 25,100 | 52,455 |
Total Current Liabilities | 1,589,045 | 1,257,995 |
Total Liabilities | 1,589,045 | 1,257,995 |
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock, par value $.001, 10,000,000 authorized, 1,000,000 and 0 shares issued and outstanding, respectively | 1,000 | 0 |
Common stock, $.001 par value, 3,000,000,000 common shares authorized, 434,932,056 and 127,184,335 shares issued and outstanding, respectively | 434,932 | 127,184 |
Additional paid in capital | 1,654,906 | 1,555,834 |
Accumulated deficit | -3,655,381 | -2,799,397 |
Total Stockholders' Deficit | -1,564,543 | -1,116,379 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $24,502 | $141,616 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Allowance for Doubtful Accounts Receivable, Current | $8,753 | $8,753 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 0 |
Preferred Stock, Shares Outstanding | 1,000,000 | 0 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Shares, Issued | 434,932,056 | 127,184,335 |
Common Stock, Shares, Outstanding | 434,932,056 | 127,184,335 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Unamortized Discount | 445,952 | 174,125 |
Notes Payable, Related Party [Member] | ||
Debt Instrument, Unamortized Discount | $0 | $244,839 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Revenue | $0 | $0 |
Operating expenses: | ||
Professional fees | 35,615 | 25,494 |
Stock based compensation | 163,755 | 0 |
Salaries and wages | 8,419 | 85,733 |
Marketing and advertising | 9,150 | 23,850 |
General and administrative | 175,488 | 105,018 |
Total operating expenses | 392,427 | 240,095 |
Loss from operations | -392,427 | -240,095 |
Other income and (expense): | ||
Amortization of debt discount | -304,012 | -81,482 |
Derivative expense | -422,992 | 0 |
Gain (loss) on derivative liability | 386,023 | 126,960 |
Loss on debt conversion | -70,849 | 0 |
Penalty expense | -36,000 | 0 |
Interest expense | -15,727 | -11,807 |
Interest income | 0 | 2,807 |
Total other expense | -463,557 | 36,478 |
Loss before provision for income taxes | -855,984 | -203,617 |
Provision for income taxes | 0 | 0 |
Net Loss | ($855,984) | ($203,617) |
Loss per share: | ||
Loss per share Basic and diluted (in dollars per share) | $0 | ($0.01) |
Weighted average shares outstanding: basic and diluted (in shares) | 273,869,821 | 34,313,114 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Cash flows from operating activities: | ||
Net loss for the period | ($855,984) | ($203,617) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Stock based compensation and services | 163,755 | 0 |
(Gain) loss on fair value of derivatives | -386,023 | -126,960 |
Amortization of discounts | 304,012 | 81,482 |
Loss on debt conversion | 70,849 | 0 |
Derivative expense | 422,992 | 74,738 |
Severance and penalty expense | 161,314 | 0 |
Change in assets and liabilities: | ||
(Increase)/decrease in prepaids and other current assets | 3,034 | 33,485 |
(Increase)/decrease in note receivable - related party | 0 | 38,889 |
Increase in interest receivable - related party | 0 | -2,807 |
Increase/(decrease) in accounts payable | 23,689 | 49,692 |
Increase/(decrease) in accrued expenses | 19,237 | 1,333 |
Net cash used in operating activities | -73,125 | -53,765 |
Cash flows from investing activities: | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from convertible debt | 38,000 | 35,000 |
Increase / (decrease) in note payable - related party | 0 | 5,250 |
Increase / (decrease) in other notes payable | -3,000 | 11,555 |
Net cash provided by financing activities | 35,000 | 51,805 |
Net decrease in cash | -38,125 | -1,960 |
Cash at beginning of period | 43,993 | 1,960 |
Cash at end of period | 5,868 | 0 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash activities | ||
Common stock issued for conversion of debt | 320,020 | 0 |
Debt discount from fair value of embedded derivatives | $331,000 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Significant Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
Nature of Business | ||||||||||||||
Aja Cannafacturing, Inc. (“Aja” or the “Company”) is focusing on the breeding, cultivation, and processing of raw industrial Cannabis materials for industry specific applications such as building materials (Hempcrete), automotive (biofuels), plastics (healthcare) and textiles (fabrics). | ||||||||||||||
The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc. | ||||||||||||||
On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000. | ||||||||||||||
As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ. | ||||||||||||||
Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.” | ||||||||||||||
Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split. | ||||||||||||||
Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” | ||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | ||||||||||||||
On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary. | ||||||||||||||
Effective August 7, 2014, the board of directors authorized a change in the name of the company to “Aja Cannafacturing, Inc.” The new name reflects the direction and focus of the Company more accurately. | ||||||||||||||
Basis of Presentation | ||||||||||||||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The interim results for the three months ended November 30, 2014 are not necessarily indicative of the results for the full fiscal year and should be read in conjunction with the August 31, 2014 Form 10-K. The Company has adopted an August 31 year end. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Aja Cannafacturing, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of November 30, 2014 and August 31, 2014. | ||||||||||||||
Basic Loss per Share | ||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Potentially dilutive shares were excluded from the computation as of November 30, 2014 and 2013 since they would have been anti-dilutive. | ||||||||||||||
Concentrations of Credit Risk | ||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | ||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||
We maintain an allowance for doubtful accounts for estimated losses that result from the failure or inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability of accounts receivable based on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, and the allowances are adjusted accordingly. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | ||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | |||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of November 30, 2014 and August 31, 2014. | ||||||||||||||
Derivative liability | Level I | Level II | Level III | Total | ||||||||||
30-Nov-14 | $ | - | $ | 926,163 | $ | - | $ | 926,163 | ||||||
31-Aug-14 | $ | - | $ | 558,194 | $ | - | $ | 558,194 | ||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortizes the cost over the term of the contract. During the three months ended November 30, 2014, the Company issued 58,000,000 shares of common stock valued at $63,800 to non-employees. | ||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the three months ended November 30, 2014, the Company issued 4,000,000 shares of common stock valued at $23,000 to its employees. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at November 30, 2014 and 2013. | ||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. | ||||||||||||||
PREPAIDS_AND_OTHER_CURRENT_ASS
PREPAIDS AND OTHER CURRENT ASSETS | 3 Months Ended | |||||||
Nov. 30, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Prepaids and Other Current Assets [Text Block] | NOTE 2 – PREPAIDS AND OTHER CURRENT ASSETS | |||||||
Prepaid expenses and other current assets consisted of the following at: | ||||||||
November 30, 2014 | August 31, 2014 | |||||||
Prepaid consulting | $ | - | $ | 75,955 | ||||
Other assets | 5,319 | 5,319 | ||||||
Unamortized original issue discount | 4,563 | 7,344 | ||||||
Deferred financing costs | - | 253 | ||||||
$ | 9,882 | $ | 88,871 | |||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE (Convertible Notes Payable [Member]) | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Disclosure [Text Block] | NOTE 3 – CONVERTIBLE NOTES PAYABLE | |||||||||||||
On December 3, 2012, the Company executed a convertible promissory note with Steven J. Caspi (“Caspi”) for $125,000. The note bears interest at 5% and was due on or before November 30, 2013. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period of five years. As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount has been fully amortized to interest expense. On March 10, 2014, the Company executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the conversion price was changed to $0.005 per share and the due date was extended to November 30, 2014. As a result of the new conversion price the Company recorded an additional debt discount of $48,539. The additional discount will be amortized over the remaining term of the note. On March 21, 2014, $25,000 of the note was converted into 5,000,000 shares of common stock. The note is currently past due, shown net of a debt discount of $0 and has accrued interest of $10,422. | ||||||||||||||
On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at 10% and was due within ninety days. On October 15, 2014, the original $15,000, accrued interest of $600 and an additional cash loan of $8,755 was rolled into a new convertible promissory note for $24,355. The new note bears interest at 10% per annum and is convertible at a 49% discount of the VWAP occurring during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $24,355 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $35,664 based on the Black Scholes Merton pricing model using the following attributes: .68% risk free rate, 258% volatility and a three year term to maturity. As of November 30, 2014, $9,141 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $36,025 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $15,214 at November 30, 2014 as accrued interest of $2,704. | ||||||||||||||
On June 19, 2013, the Company executed a Convertible Promissory Note (the “note”) with JMJ Financial (“JMJ”). The nominal principal sum of the Note is $300,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of JMJ. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 40% discount to the lowest trade price in the twenty five trading days prior to conversion. | ||||||||||||||
On September 30, 2013, the Company received its third payment on the original JMJ Financial convertible promissory note dated June 19, 2013 of $27,500, including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70,390 based on the Black Scholes Merton pricing model using the following attributes: .10% risk free rate, 261% volatility and a one year term to maturity. On June 5, 2014, $20,250 of principal was converted into 4,500,000 shares of common stock. In September 2014, the remaining balance on the note, including all interest, of $20,772 was converted into 10,883,336 shares of common stock. Due to the conversion the remaining debt discount of $2,184 was expensed and a gain on derivative of $19,877 recognized. | ||||||||||||||
On February 27, 2014, the Company executed a convertible promissory note for $73,000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 3, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $73,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $118,582 based on the Black Scholes Merton pricing model. During the three months ended November 30, 2014, all principal and interest of $73,000 and $2,920, respectively was converted into 42,830,672 shares of common stock. Due to the conversion the remaining debt discount of $70,080 was expensed and a gain on derivative of $91,120 recognized. | ||||||||||||||
On March 5, 2014, the Company executed a Convertible Promissory Note (the “note”) with Black Mountain Equities, Inc. (“Black Mountain”). The nominal principal sum of the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its first payment towards the loan of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $110,515 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 193% volatility and a one year term to maturity. During the three months ended November 30, 2014, $23,800 of principal was converted into 26,240,311 shares of common stock. In addition, due to not fulfilling a conversion request within the required time frame the Company incurred a $16,000 penalty. As of November 30, 2014, $20,343 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $35,303 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $7,157 at November 30, 2014 and has accrued interest of $2,750. | ||||||||||||||
On March 19, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before December 26, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. During the three months ended November 30, 2014, all principal and interest of 53,000 and $2,120, respectively was converted into 58,597,904 shares of common stock. Due to the conversion the Company recognized a loss on conversion of debt of $53,274. | ||||||||||||||
On April 17, 2014, the Company received its fourth payment on the original JMJ Financial convertible promissory note dated June 19, 2013 of $44,000, including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $104,127 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. During the three months ended November 30, 2014, $18,141 of principal was converted into 44,230,000 shares of common stock. As of November 30, 2014; $28,888 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $53,630 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $15,112 at November 30, 2014. | ||||||||||||||
On May 20, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before February 23, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $53,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $122,302 and derivative expense of $69,302 based on the Black Scholes Merton pricing model. As of November 30, 2014, $7,729 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $84,667 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $45,271 at November 30, 2014 and has accrued interest of $2,485. | ||||||||||||||
On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. On July 22, 2014, the principal and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 8% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $274,973 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $395,341 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 230% volatility and a one year term to maturity. On July 22, 2014, $30,000 of the note was converted into 6,000,000 shares of common stock. On September 24, 2014 $19,250 of the note was converted into 5,000,000 shares of common stock. On November 6, 2014 an additional $20,000 was loaned to the Company. In addition, during the three months ended November 30, 2014, Mr. Knoblich made the following debt assignments: $20,000 to Blackbridge Capital, LLC; $50,000 to WHC Capital, LLC; and $50,000 to Beaufort Capital Partners, LLC. As of November 30, 2014, $139,249 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $188,690 resulting in a gain on the change in fair value of the derivative. The balance of the note is $155,723 and is shown net of a debt discount of $105,590 and has accrued interest of $7,029. | ||||||||||||||
On June 24, 2014, the Company received its fifth payment on the original JMJ Financial convertible promissory note dated June 19, 2013 of $44,000, including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $66,010 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. As of November 30, 2014, $22,060 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $86,144 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $21,940 at November 30, 2014. | ||||||||||||||
On July 11, 2014, the Company executed a convertible promissory note for $31,500 with LG Capital Funding, LLC. The note bears interest at 8% per annum and is due on or before July 11, 2015. The note is convertible at a 45% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of November 30, 2014 is $987. | ||||||||||||||
On August 18, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before May 20, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of November 30, 2014 is $1,104. | ||||||||||||||
On September 17, 2014, the Company executed a convertible promissory note for $20,000 with Blackbridge Capital, LLC. The note bears interest at 5% per annum and is due on or before March 17, 2015. The note is convertible at a 50% discount any time. On September 18, 2014, the note was converted into 12,121,212 shares of common stock. Due to the conversion the Company recognized a loss on conversion of debt of $17,576. | ||||||||||||||
On September 24, 2014, the Company executed a convertible promissory note for $50,000 with WHC Capital, LLC. The note bears interest at 12% per annum and is due on or before September 24, 2015. The note is convertible at a 49% discount at any time. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $244,523 and derivative expense of $194,523 based on the Black Scholes Merton pricing model. On November 26, 2014, $5,148 of the principal was converted into 15,480,000 shares of common stock. As of November 30, 2014, $9,234 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $88,593 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $40,766 at November 30, 2014 and has accrued interest of $1,061. | ||||||||||||||
On October 24, 2014, the Company executed a convertible promissory note for $50,000 with Beaufort Capital Partners, LLC. The note is non-interest bearing and is due on or before October 24, 2015. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $118,894 and derivative expense of $68,894 based on the Black Scholes Merton pricing model. During November 2014, $10,750 of the principal was converted into 30,714,286 shares of common stock. As of November 30, 2014, $13,103 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $88,397 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $36,897. | ||||||||||||||
On October 30, 2014, the Company executed a convertible promissory note for $18,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before August 3, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of November 30, 2014 is $122. | ||||||||||||||
Pursuant to the terms of the Resignation and Departure Package of Scott Plantinga, the former CEO, the Company executed a convertible promissory note on October 20, 2014 for $45,000 with Mr. Plantinga. The note bears interest at 10% per annum and is due in the following installments: $25,000 on November 10, 2014 and $20,000 due February 10, 2015. Failure to pay on the due date will result in a one-time $20,000 penalty. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $45,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $67,822 and derivative expense of $22,822 based on the Black Scholes Merton pricing model. The Company failed to make the required $25,000 payment on November 10th and therefore incurred the $20,000 penalty charge. As of November 30, 2014, $5,055 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $66,922 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $39,945 at November 30, 2014 and has accrued interest of $137. | ||||||||||||||
Pursuant to the terms of the Resignation and Departure Package of Scott Plantinga, the former CEO, the Company executed a convertible promissory note on October 20, 2014 for $133,000 with Mr. Plantinga. The note consists of all accrued salary and bonus and additional severance compensation, bears interest at 12% per annum and is due October 20, 2015. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $133,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $200,451 and derivative expense of $67,451 based on the Black Scholes Merton pricing model. As of November 30, 2014, $14,940 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $197,792 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $118,060 at November 30, 2014 and has accrued interest of $1,793. | ||||||||||||||
A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below: | ||||||||||||||
Debt Discount | August 31, 2014 | Additions | Amortization | November 30, | ||||||||||
2014 | ||||||||||||||
Asher – 2/27/14 | 70,080 | - | -70,080 | - | ||||||||||
Beaufort Capital | - | 50,000 | -13,103 | 36,897 | ||||||||||
Black Mountain – 3/5/14 | 14,013 | - | -6,856 | 7,157 | ||||||||||
Caspi | 10,094 | - | -10,094 | - | ||||||||||
JMJ – 9/30/13 | 2,184 | - | -2,184 | - | ||||||||||
JMJ – 4/17/14 | 27,606 | - | -12,494 | 15,112 | ||||||||||
JMJ – 6/24/14 | 32,910 | - | -10,970 | 21,940 | ||||||||||
KBM – 5/20/14 | - | 53,000 | -7,729 | 45,271 | ||||||||||
Knoblich | 244,839 | - | -139,249 | 105,590 | ||||||||||
Neal | 17,238 | - | -2,024 | 15,214 | ||||||||||
Scott Plantinga | - | 133,000 | -14,940 | 118,060 | ||||||||||
Scott Plantinga | - | 45,000 | -5,055 | 39,945 | ||||||||||
WHC Capital | - | 50,000 | -9,234 | 40,766 | ||||||||||
$ | 418,964 | $ | 331,000 | $ | -304,012 | $ | 445,952 | |||||||
Derivative Liabilities | August 31, 2014 | Initial | Revaluation | Change in fair | ||||||||||
Valuation | on 11/30/14 | value of Derivative | ||||||||||||
Asher – 2/27/14 | 91,120 | - | - | -91,120 | ||||||||||
Beaufort Capital | - | 118,894 | 88,397 | -30,497 | ||||||||||
Black Mountain – 3/5/14 | 33,509 | - | 35,303 | 1,794 | ||||||||||
JMJ – 9/30/13 | 19,877 | - | - | -19,877 | ||||||||||
JMJ - 4/17/14 | 60,776 | - | 53,630 | -7,146 | ||||||||||
JMJ – 6/24/14 | 63,221 | - | 86,144 | 22,923 | ||||||||||
KBM – 5/20/14 | - | 122,302 | 84,667 | -37,635 | ||||||||||
Knoblich | 269,185 | - | 188,690 | -80,495 | ||||||||||
Neal | 20,506 | - | 36,025 | 15,519 | ||||||||||
Scott Plantinga | - | 67,822 | 66,922 | -900 | ||||||||||
Scott Plantinga | - | 200,451 | 197,792 | -2,659 | ||||||||||
WHC Capital | - | 244,523 | 88,593 | -155,930 | ||||||||||
$ | 558,194 | $ | 753,992 | $ | 926,163 | $ | -386,023 | |||||||
Original Issue Discount | August 31, 2014 | Additions | Amortization | November 30, 2014 | ||||||||||
Black Mountain – 3/5/14 | $ | 1,405 | $ | - | $ | -624 | $ | 781 | ||||||
JMJ – 9/30/13 | 185 | - | -185 | - | ||||||||||
JMJ – 4/17/14 | 2,499 | - | -986 | 1,513 | ||||||||||
JMJ – 6/4/14 | 3,255 | - | -986 | 2,269 | ||||||||||
$ | 7,344 | $ | $ | -2,781 | $ | 4,563 | ||||||||
NOTES_PAYABLE
NOTES PAYABLE (Notes Payable [Member]) | 3 Months Ended |
Nov. 30, 2014 | |
Notes Payable [Member] | |
Short-term Debt [Line Items] | |
Debt Disclosure [Text Block] | NOTE 4 – NOTES PAYABLE |
On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. This loan has been extended with no specific terms of repayment. | |
As of November 30, 2014, the Company owed various shareholders $10,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. | |
STOCK_WARRANTS
STOCK WARRANTS | 3 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 5 – STOCK WARRANTS | |||||||||
Pursuant to the terms and conditions of the convertible promissory note dated February 27, 2013, the Company issued a warrant to purchase 50,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $2,044 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.20, 1.30% risk free rate, 64% volatility and expected life of the warrants of 3 years. | ||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated November 30, 2012, the Company issued a warrant to purchase 15,625 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $16,455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years. | ||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated February 4, 2014, the Company issued a warrant to purchase 1,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $11,769 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and expected life of the warrants of 5 years. | ||||||||||
Pursuant to the terms and conditions of the Warrant agreement dated February 27, 2014, the Company issued a warrant to purchase 2,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $44,169 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 2.11% risk free rate, 246% volatility and expected life of the warrants of 7 years. | ||||||||||
A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: | ||||||||||
Shares available to | Weighted | Weighted Average | ||||||||
purchase with warrants | Average Price | Fair Value | ||||||||
Outstanding, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Issued | - | - | - | |||||||
Exercised | - | - | - | |||||||
Forfeited | - | - | - | |||||||
Expired | - | - | - | |||||||
Outstanding, November 30, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Exercisable, November 30, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Range of Exercise Prices | Number Outstanding at | Weighted Average | Weighted Average | |||||||
11/30/14 | Remaining Contractual Life | Exercise Price | ||||||||
$0.10 - $2.00 | 3,065,625 | 5.7 years | $ | 0.03 | ||||||
COMMON_STOCK_TRANSACTIONS
COMMON STOCK TRANSACTIONS | 3 Months Ended |
Nov. 30, 2014 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 –COMMON STOCK TRANSACTIONS |
On October 21, 2014, the Company’s Board of Directors approved a resolution to amend its Articles of Incorporation to increase the aggregate number of common shares that it may issue to three billion (3,000,000,000) shares. | |
On September 18, 2014, the Company issued 12,121,212 shares of common stock to Blackbridge Capital, LLC in conversion of total principal and interest of $20,000 (see Note 3). | |
On September 24, 2014, the Company issued 5,000,000 shares of common stock to the Company’s former CEO, Bruce Knoblich in conversion of $19,250 of the amount due to him. | |
On November 6, 2014, the Company issued 15,480,000 shares of common stock to WHC Capital, LLC in conversion of principal of $5,418 (see Note 3). | |
During the three months ended November 30, 2014, the Company issued a total of 42,830,672 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $75,920 (see Note 3). | |
During the three months ended November 30, 2014, the Company issued a total of 55,113,336 shares of common stock to JMJ Financial in conversion of total principal and interest of $38,912 (see Note 3). | |
During the three months ended November 30, 2014, the Company issued a total of 23,240,311 shares of common stock to Black Mountain Equities, Inc. in conversion of total principal and interest of $23,800 (see Note 3). | |
During the three months ended November 30, 2014, the Company issued a total of 58,597,904 shares of common stock to KBM Worldwide, Inc., in conversion of total principal and interest of $55,120. As a result of the conversion the Company recognized a loss on conversion of debt of $53,274 (see Note 3). | |
During the three months ended November 30, 2014, the Company issued a total of 30,714,286 shares of common stock to Beaufort Capital Partners in conversion of total principal and interest of $10,750 (see Note 3). | |
PREFERRED_STOCK
PREFERRED STOCK | 3 Months Ended |
Nov. 30, 2014 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock [Text Block] | NOTE 7 – PREFERRED STOCK |
On October 17, 2014, our board of directors approved a Certificate of Designation for Class A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million (1,000,000) shares. Class A Convertible Preferred Stock votes together with our common stock at a rate of three thousand (3,000) votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of one share of common stock for each preferred share held. In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock. Shares of Class A Convertible Preferred Stock have no dividend rights. | |
On October 17, 2014, our board of directors approved an Executive Employment Agreement (the “Agreement”) with Kendall Smith under which Mr. Smith was retained to serve as the new President. Under the Agreement, Mr. Smith will serve as the President and CEO for an initial term ending on August 31, 2015, with an automatic renewal for an additional year unless the Agreement is terminated by advance notice. As a signing bonus under the Agreement, Mr. Smith was issued 1,000,000 shares of our newly-designated Class A Convertible Preferred Stock. As a result of the issuance 1,000,000 shares of Class A Convertible Preferred Stock to Kendall Smith, as discussed above, Mr. Smith is deemed to have acquired control of the company on October 17, 2014. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 - RELATED PARTY TRANSACTIONS |
During the three months ended November 30, 2014, the Company issued 4,000,000 shares of common stock to employees for compensation. The shares were valued at the closing stock price on the date of grant for total non-cash expense of $23,000. | |
On November 6, 2014, our Board of Directors approved a Severance and Release Agreement (the “Agreement”) with our departing former CEO and board member, Scott Plantinga. The Agreement resolves all claims for compensation, benefits, or other consideration due to Mr. Plantinga under his Executive Employment Agreement dated September 1, 2013. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Nov. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern [Text Block] | NOTE 9 - GOING CONCERN |
As of November 30, 2014, the Company has a working capital deficit of $1,564,543, limited revenue and an accumulated deficit of $3,655,381. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 - SUBSEQUENT EVENTS |
Subsequent to November 30, 2014, Beaufort Capital Partners, LLC converted $17,680 of the amount due to them into 63,266,667 shares of common stock. | |
Subsequent to November 30, 2014, JMJ Financial converted $19,680 of the amount due to them into 82,600,000 shares of common stock. | |
Subsequent to November 30, 2014, Black Mountain Equities, Inc. converted $12,850 of the amount due to them into 50,428,571 shares of common stock. | |
Subsequent to November 30, 2014, the Company cancelled the 12,121,212 shares issued to Blackbridge Capital, LLC, on September 18, 2014 for conversion of debt. The $20,000 of debt still due was then converted into 74,500,000 shares of common stock. | |
Subsequent to November 30, 2014, WHC Capital, LLC converted $15,273 of the amount due to them into 61,905,500 shares of common stock. | |
Subsequent to November 30, 2014, KBM Worldwide, Inc. converted $45,030 of the amount due to them into 188,072,902 shares of common stock. | |
On December 11, 2014, the Company executed a convertible promissory note for $18,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before August 3, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. | |
On December 11, 2014, the John Neal note in the amount $24,355 plus accrued interest of $2,730 was assigned to Beaufort Capital Partners, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with Beaufort Capital Partners, LLC. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to November 30, 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) | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | |||||||||||||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The interim results for the three months ended November 30, 2014 are not necessarily indicative of the results for the full fiscal year and should be read in conjunction with the August 31, 2014 Form 10-K. The Company has adopted an August 31 year end. | ||||||||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | |||||||||||||
The consolidated financial statements include the accounts of Aja Cannafacturing, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of November 30, 2014 and August 31, 2014. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Basic Loss per Share | |||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Potentially dilutive shares were excluded from the computation as of November 30, 2014 and 2013 since they would have been anti-dilutive. | ||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk | |||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | ||||||||||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts | |||||||||||||
We maintain an allowance for doubtful accounts for estimated losses that result from the failure or inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability of accounts receivable based on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, and the allowances are adjusted accordingly. | ||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | ||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | |||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of November 30, 2014 and August 31, 2014. | ||||||||||||||
Derivative liability | Level I | Level II | Level III | Total | ||||||||||
30-Nov-14 | $ | - | $ | 926,163 | $ | - | $ | 926,163 | ||||||
31-Aug-14 | $ | - | $ | 558,194 | $ | - | $ | 558,194 | ||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | |||||||||||||
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortizes the cost over the term of the contract. During the three months ended November 30, 2014, the Company issued 58,000,000 shares of common stock valued at $63,800 to non-employees. | ||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the three months ended November 30, 2014, the Company issued 4,000,000 shares of common stock valued at $23,000 to its employees. | ||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | |||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at November 30, 2014 and 2013. | ||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | |||||||||||||
Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | ||||||||||||||
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recent Accounting Pronouncements | |||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of November 30, 2014 and August 31, 2014. | |||||||||||||
Derivative liability | Level I | Level II | Level III | Total | ||||||||||
30-Nov-14 | $ | - | $ | 926,163 | $ | - | $ | 926,163 | ||||||
31-Aug-14 | $ | - | $ | 558,194 | $ | - | $ | 558,194 | ||||||
PREPAIDS_AND_OTHER_CURRENT_ASS1
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | |||||||
Nov. 30, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consisted of the following at: | |||||||
November 30, 2014 | August 31, 2014 | |||||||
Prepaid consulting | $ | - | $ | 75,955 | ||||
Other assets | 5,319 | 5,319 | ||||||
Unamortized original issue discount | 4,563 | 7,344 | ||||||
Deferred financing costs | - | 253 | ||||||
$ | 9,882 | $ | 88,871 | |||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below: | |||||||||||||
Derivative Liabilities | August 31, 2014 | Initial | Revaluation | Change in fair | ||||||||||
Valuation | on 11/30/14 | value of Derivative | ||||||||||||
Asher – 2/27/14 | 91,120 | - | - | -91,120 | ||||||||||
Beaufort Capital | - | 118,894 | 88,397 | -30,497 | ||||||||||
Black Mountain – 3/5/14 | 33,509 | - | 35,303 | 1,794 | ||||||||||
JMJ – 9/30/13 | 19,877 | - | - | -19,877 | ||||||||||
JMJ - 4/17/14 | 60,776 | - | 53,630 | -7,146 | ||||||||||
JMJ – 6/24/14 | 63,221 | - | 86,144 | 22,923 | ||||||||||
KBM – 5/20/14 | - | 122,302 | 84,667 | -37,635 | ||||||||||
Knoblich | 269,185 | - | 188,690 | -80,495 | ||||||||||
Neal | 20,506 | - | 36,025 | 15,519 | ||||||||||
Scott Plantinga | - | 67,822 | 66,922 | -900 | ||||||||||
Scott Plantinga | - | 200,451 | 197,792 | -2,659 | ||||||||||
WHC Capital | - | 244,523 | 88,593 | -155,930 | ||||||||||
$ | 558,194 | $ | 753,992 | $ | 926,163 | $ | -386,023 | |||||||
Convertible Notes Payable [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Convertible Debt [Table Text Block] | A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below: | |||||||||||||
Debt Discount | August 31, 2014 | Additions | Amortization | November 30, | ||||||||||
2014 | ||||||||||||||
Asher – 2/27/14 | 70,080 | - | -70,080 | - | ||||||||||
Beaufort Capital | - | 50,000 | -13,103 | 36,897 | ||||||||||
Black Mountain – 3/5/14 | 14,013 | - | -6,856 | 7,157 | ||||||||||
Caspi | 10,094 | - | -10,094 | - | ||||||||||
JMJ – 9/30/13 | 2,184 | - | -2,184 | - | ||||||||||
JMJ – 4/17/14 | 27,606 | - | -12,494 | 15,112 | ||||||||||
JMJ – 6/24/14 | 32,910 | - | -10,970 | 21,940 | ||||||||||
KBM – 5/20/14 | - | 53,000 | -7,729 | 45,271 | ||||||||||
Knoblich | 244,839 | - | -139,249 | 105,590 | ||||||||||
Neal | 17,238 | - | -2,024 | 15,214 | ||||||||||
Scott Plantinga | - | 133,000 | -14,940 | 118,060 | ||||||||||
Scott Plantinga | - | 45,000 | -5,055 | 39,945 | ||||||||||
WHC Capital | - | 50,000 | -9,234 | 40,766 | ||||||||||
$ | 418,964 | $ | 331,000 | $ | -304,012 | $ | 445,952 | |||||||
Original Issue Discount | August 31, 2014 | Additions | Amortization | November 30, 2014 | ||||||||||
Black Mountain – 3/5/14 | $ | 1,405 | $ | - | $ | -624 | $ | 781 | ||||||
JMJ – 9/30/13 | 185 | - | -185 | - | ||||||||||
JMJ – 4/17/14 | 2,499 | - | -986 | 1,513 | ||||||||||
JMJ – 6/4/14 | 3,255 | - | -986 | 2,269 | ||||||||||
$ | 7,344 | $ | $ | -2,781 | $ | 4,563 | ||||||||
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 3 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: | |||||||||
Shares available to | Weighted | Weighted Average | ||||||||
purchase with warrants | Average Price | Fair Value | ||||||||
Outstanding, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Issued | - | - | - | |||||||
Exercised | - | - | - | |||||||
Forfeited | - | - | - | |||||||
Expired | - | - | - | |||||||
Outstanding, November 30, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Exercisable, November 30, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | |||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Range of Exercise Prices | Number Outstanding at | Weighted Average | Weighted Average | ||||||
11/30/14 | Remaining Contractual Life | Exercise Price | ||||||||
$0.10 - $2.00 | 3,065,625 | 5.7 years | $ | 0.03 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Significant Accounting Policies [Line Items] | ||
Derivative Liability, Current | $926,163 | $558,194 |
Fair Value, Inputs, Level 1 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Derivative Liability, Current | 926,163 | 558,194 |
Fair Value, Inputs, Level 3 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Derivative Liability, Current | $0 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | Jul. 18, 2011 | |
Significant Accounting Policies [Line Items] | ||||
Entity Incorporation, Date of Incorporation | 2-May-11 | |||
Debt Conversion, Converted Instrument, Amount | $320,020 | $0 | ||
Stockholders' Equity, Reverse Stock Split | twelve for one | |||
SOI Nevada [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Value, Acquisitions | 10,000,000 | |||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||
Agreement 1 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Date Of Agreement | 19-Sep-12 | |||
Debt Conversion, Converted Instrument, Amount | 2,000 | |||
Employee [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Value, Issued for Services | 23,000 | |||
Stock Issued During Period, Shares, Issued for Services | 4,000,000 | |||
Non Employee [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Value, Issued for Services | $63,800 | |||
Stock Issued During Period, Shares, Issued for Services | 58,000,000 |
PREPAIDS_AND_OTHER_CURRENT_ASS2
PREPAIDS AND OTHER CURRENT ASSETS (Details) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Prepaids and Other Current Assets [Line Items] | ||
Prepaid consulting | $0 | $75,955 |
Other assets | 5,319 | 5,319 |
Unamortized original issue discount | 4,563 | 7,344 |
Deferred financing costs | 0 | 253 |
Prepaid Expense and Other Assets, Current | $9,882 | $88,871 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | 3 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | |
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | $445,952 | $418,964 | |
Debt Instrument Discount Additions | 331,000 | ||
Amortization of Debt Discount (Premium) | 304,012 | 81,482 | |
Original Issue [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 4,563 | 7,344 | |
Debt Instrument Discount Additions | |||
Amortization of Debt Discount (Premium) | -2,781 | ||
Asher [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 70,080 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -70,080 | ||
Beaufort Capital [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 36,897 | 0 | |
Debt Instrument Discount Additions | 50,000 | ||
Amortization of Debt Discount (Premium) | -13,103 | ||
Black Mountain [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 7,157 | 14,013 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -6,856 | ||
Black Mountain [Member] | Original Issue [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 781 | 1,405 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -624 | ||
Caspi [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 10,094 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -10,094 | ||
JMJ Financial One [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 2,184 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -2,184 | ||
JMJ Financial One [Member] | Original Issue [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 185 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -185 | ||
JMJ Financial Two [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 15,112 | 27,606 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -12,494 | ||
JMJ Financial Two [Member] | Original Issue [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 1,513 | 2,499 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -986 | ||
JMJ Financial Three [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 21,940 | 32,910 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -10,970 | ||
JMJ Financial Three [Member] | Original Issue [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 2,269 | 3,255 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -986 | ||
KBM [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 45,271 | 0 | |
Debt Instrument Discount Additions | 53,000 | ||
Amortization of Debt Discount (Premium) | -7,729 | ||
Knoblich [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 105,590 | 244,839 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -139,249 | ||
Neal [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 15,214 | 17,238 | |
Debt Instrument Discount Additions | 0 | ||
Amortization of Debt Discount (Premium) | -2,024 | ||
Scott Plantinga One [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 118,060 | 0 | |
Debt Instrument Discount Additions | 133,000 | ||
Amortization of Debt Discount (Premium) | -14,940 | ||
Scott Plantinga Two [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 39,945 | 0 | |
Debt Instrument Discount Additions | 45,000 | ||
Amortization of Debt Discount (Premium) | -5,055 | ||
WHC Capital, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount (Premium), Net | 40,766 | 0 | |
Debt Instrument Discount Additions | 50,000 | ||
Amortization of Debt Discount (Premium) | ($9,234) |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details 1) (USD $) | 3 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | |
Short-term Debt [Line Items] | |||
Derivative Liability, Current | $926,163 | $558,194 | |
Derivative Liabilities Initial Valuation | 753,992 | ||
Derivative Liabilities Revaluation | 926,163 | ||
Change in fair value of Derivative | 386,023 | 126,960 | |
Asher [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 91,120 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 0 | ||
Change in fair value of Derivative | -91,120 | ||
Beaufort Capital [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 0 | ||
Derivative Liabilities Initial Valuation | 118,894 | ||
Derivative Liabilities Revaluation | 88,397 | ||
Change in fair value of Derivative | -30,497 | ||
Black Mountain [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 33,509 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 35,303 | ||
Change in fair value of Derivative | 1,794 | ||
JMJ Financial One [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 19,877 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 0 | ||
Change in fair value of Derivative | -19,877 | ||
JMJ Financial Two [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 60,776 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 53,630 | ||
Change in fair value of Derivative | -7,146 | ||
JMJ Financial Three [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 63,221 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 86,144 | ||
Change in fair value of Derivative | 22,923 | ||
KBM [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 0 | ||
Derivative Liabilities Initial Valuation | 122,302 | ||
Derivative Liabilities Revaluation | 84,667 | ||
Change in fair value of Derivative | -37,635 | ||
Neal [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 20,506 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 36,025 | ||
Change in fair value of Derivative | 15,519 | ||
Knoblich [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 269,185 | ||
Derivative Liabilities Initial Valuation | 0 | ||
Derivative Liabilities Revaluation | 188,690 | ||
Change in fair value of Derivative | -80,495 | ||
Scott Plantinga One [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 0 | ||
Derivative Liabilities Initial Valuation | 67,822 | ||
Derivative Liabilities Revaluation | 66,922 | ||
Change in fair value of Derivative | -900 | ||
Scott Plantinga Two [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 0 | ||
Derivative Liabilities Initial Valuation | 200,451 | ||
Derivative Liabilities Revaluation | 197,792 | ||
Change in fair value of Derivative | -2,659 | ||
WHC Capital, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Derivative Liability, Current | 0 | ||
Derivative Liabilities Initial Valuation | 244,523 | ||
Derivative Liabilities Revaluation | 88,593 | ||
Change in fair value of Derivative | ($155,930) |
CONVERTIBLE_NOTES_PAYABLE_Deta2
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||
Jun. 12, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Mar. 10, 2014 | Dec. 03, 2012 | Mar. 21, 2014 | Jun. 19, 2013 | Jun. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 17, 2014 | Oct. 15, 2014 | Jun. 15, 2013 | Feb. 27, 2014 | Mar. 05, 2014 | Mar. 19, 2014 | 20-May-14 | Oct. 30, 2014 | Aug. 18, 2014 | Sep. 17, 2014 | Nov. 26, 2014 | Sep. 24, 2014 | Oct. 24, 2014 | Nov. 06, 2014 | Jul. 22, 2014 | Jun. 24, 2014 | 31-May-13 | Jul. 11, 2014 | Feb. 10, 2015 | Oct. 20, 2014 | Aug. 31, 2014 | Nov. 10, 2014 | |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $15,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 12-Aug-13 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 320,020 | 0 | ||||||||||||||||||||||||||||||
Interest Payable, Current | 33,957 | 26,051 | ||||||||||||||||||||||||||||||
Derivative Liability, Current | 926,163 | 558,194 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 304,012 | 81,482 | ||||||||||||||||||||||||||||||
Derivative Expenses | 422,992 | 74,738 | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 445,952 | 174,125 | ||||||||||||||||||||||||||||||
Caspi [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 125,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 3-Dec-12 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 30-Nov-14 | 30-Nov-13 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.01 | $1.25 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 60,000 | |||||||||||||||||||||||||||||||
Warrants To Purchase Common Stock | 15,625 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||||||||||||||||||||||||||||||
Warrants Expiration Term | 5 years | |||||||||||||||||||||||||||||||
Common Stock, Discount on Shares | 16,455 | |||||||||||||||||||||||||||||||
Additional Debt Discount | 48,539 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 25,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 0 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 10,422 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Issuance Date | 10-Mar-14 | 21-Mar-14 | ||||||||||||||||||||||||||||||
JMJ Financial One [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 19-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||||||||||||||||
Percentage Of Lowest Discount Price In Twenty Five Trading Days | 40.00% | |||||||||||||||||||||||||||||||
JMJ Financial Two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 27,500 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 30-Sep-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 20,250 | 20,772 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,500,000 | 10,883,336 | ||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 2,184 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 2,500 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 70,390 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.10% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 261.00% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 1 year | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Issuance Date | 5-Jun-14 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 19,877 | |||||||||||||||||||||||||||||||
Recorded Debt Discount | 27,500 | |||||||||||||||||||||||||||||||
JMJ Financial Three [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 44,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 19-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 18,141 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 44,230,000 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 15,112 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 28,888 | 4,000 | ||||||||||||||||||||||||||||||
Derivative Liability, Current | 104,127 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 214.00% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 1 year | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 53,630 | |||||||||||||||||||||||||||||||
Recorded Debt Discount | 44,000 | |||||||||||||||||||||||||||||||
sharehloder [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 15,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 15-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 90 days | |||||||||||||||||||||||||||||||
Recorded Debt Discount | 15,000 | |||||||||||||||||||||||||||||||
Shareholder Two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 24,355 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 15-Oct-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 15,214 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 2,704 | 600 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 8,755 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 9,141 | 24,355 | ||||||||||||||||||||||||||||||
Derivative Liability, Current | 35,664 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.68% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 258.00% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 36,025 | |||||||||||||||||||||||||||||||
Asher Enterprises Inc [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 73,000 | 73,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 27-Feb-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 3-Dec-14 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 42,830,672 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 70,080 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 73,000 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 118,582 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 91,120 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 2,920 | |||||||||||||||||||||||||||||||
Black Mountain Equities [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 250,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 5-Mar-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.03 | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 25,000 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 27,500 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 110,515 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 193.00% | |||||||||||||||||||||||||||||||
Black Mountain Equities [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 23,800 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 26,240,311 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 7,157 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 2,750 | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 20,343 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.13% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Term | 1 year | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 35,303 | |||||||||||||||||||||||||||||||
Percentage Of Lowest Discount Price In Twenty Five Trading Days | 60.00% | |||||||||||||||||||||||||||||||
Penalty Cost Incurred | 16,000 | |||||||||||||||||||||||||||||||
KBM Worldwide One [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 53,000 | 53,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 19-Mar-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 26-Dec-14 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 58,597,904 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 2,120 | |||||||||||||||||||||||||||||||
Gain Loss On Conversion Of Debt | 53,274 | |||||||||||||||||||||||||||||||
KBM Worldwide Two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 53,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 20-May-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 23-Feb-15 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 45,271 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 2,485 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 7,729 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 122,302 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 84,667 | |||||||||||||||||||||||||||||||
Derivative Expenses | 69,302 | |||||||||||||||||||||||||||||||
Recorded Debt Discount | 53,000 | |||||||||||||||||||||||||||||||
KBM Worldwide Three [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 18,000 | 53,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 30-Oct-14 | 18-Aug-14 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 3-Aug-15 | 20-May-15 | ||||||||||||||||||||||||||||||
Interest Payable, Current | 1,104 | 122 | ||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | 49.00% | ||||||||||||||||||||||||||||||
Blackbridge Capital, LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 20,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 17-Sep-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 17-Mar-15 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 17,576 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,121,212 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 50.00% | |||||||||||||||||||||||||||||||
Debt Instrument Assignments | 20,000 | |||||||||||||||||||||||||||||||
WHC Capital, LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 24-Sep-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 24-Sep-15 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 50,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 5,148 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,480,000 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 1,061 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 9,234 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 244,523 | |||||||||||||||||||||||||||||||
Derivative Liability, Fair Value, Gross Asset | 194,523 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 88,593 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 40,766 | |||||||||||||||||||||||||||||||
Debt Instrument Assignments | 50,000 | |||||||||||||||||||||||||||||||
Beaufort Capital Partners LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 24-Oct-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 50.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 24-Oct-15 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 50,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 10,750 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 30,714,286 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 36,897 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 118,894 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 88,397 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 13,103 | |||||||||||||||||||||||||||||||
Derivative Expenses | 68,894 | |||||||||||||||||||||||||||||||
Debt Instrument Assignments | 50,000 | |||||||||||||||||||||||||||||||
Bruce Knoblich [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 274,973 | 289,998 | ||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 22-Jul-14 | 31-May-13 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 5.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 30-Nov-13 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 19,250 | 30,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 105,590 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 7,029 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 49.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 139,249 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 395,341 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 230.00% | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 188,690 | |||||||||||||||||||||||||||||||
Notes Payable | 155,723 | |||||||||||||||||||||||||||||||
Repayments of Debt | 20,000 | 2,150 | ||||||||||||||||||||||||||||||
Principal And Accrued Interest Were Rolled Into New Convertible Promissory Note | 304,973 | |||||||||||||||||||||||||||||||
JMJ Financial Four [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 44,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 24-Jun-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 19-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 21,940 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 22,060 | 4,000 | ||||||||||||||||||||||||||||||
Derivative Liability, Current | 66,010 | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | |||||||||||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 214.00% | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 86,144 | |||||||||||||||||||||||||||||||
Recorded Debt Discount | 44,000 | |||||||||||||||||||||||||||||||
LG Capital Funding LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 31,500 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 11-Jul-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 11-Jul-15 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 987 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 45.00% | |||||||||||||||||||||||||||||||
Scott Plantinga One [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 20,000 | 45,000 | 25,000 | |||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 20-Oct-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 10-Nov-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 45,000 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 137 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 50.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 39,945 | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 67,822 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 66,922 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 5,055 | |||||||||||||||||||||||||||||||
Payments of Loan Costs | 25,000 | |||||||||||||||||||||||||||||||
Penalty Cost Incurred | 20,000 | 20,000 | ||||||||||||||||||||||||||||||
Derivative Expenses | 22,822 | |||||||||||||||||||||||||||||||
Scott Plantinga Two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 133,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | 20-Oct-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 20-Oct-15 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 133,000 | |||||||||||||||||||||||||||||||
Debt Instrument Net Discount | 118,060 | |||||||||||||||||||||||||||||||
Interest Payable, Current | 1,793 | |||||||||||||||||||||||||||||||
Percentage Of Convertible Debt Discount | 50.00% | |||||||||||||||||||||||||||||||
Derivative Liability, Current | 200,451 | |||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 197,792 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 14,940 | |||||||||||||||||||||||||||||||
Derivative Expenses | $67,451 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 0 Months Ended | |
Jun. 12, 2013 | Nov. 30, 2014 | |
Notes Payable [Line Items] | ||
Debt Instrument, Face Amount | $15,000 | |
Debt Instrument, Fee Amount | 5,000 | |
Due to Officers or Stockholders, Current | $10,100 | |
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |
Debt Instrument, Maturity Date | 12-Aug-13 |
STOCK_WARRANTS_Details
STOCK WARRANTS (Details) (Warrant [Member], USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Shares available to purchase with warrants | 3,065,625 |
Issued, Shares available to purchase with warrants | 0 |
Exercised, Shares available to purchase with warrants | 0 |
Forfeited, Shares available to purchase with warrants | 0 |
Expired, Shares available to purchase with warrants | 0 |
Outstanding, Shares available to purchase with warrants | 3,065,625 |
Exercisable, Shares available to purchase with warrants | 3,065,625 |
Outstanding, Weighted Average Price | $0.03 |
Issued, Weighted Average Price | $0 |
Exercised, Weighted Average Price | $0 |
Forfeited, Weighted Average Price | $0 |
Expired, Weighted Average Price | $0 |
Outstanding, Weighted Average Price | $0.03 |
Exercisable, Weighted Average Price | $0.03 |
Outstanding, Weighted Average Fair Value | $0.03 |
Issued, Weighted Average Fair Value | $0 |
Exercised, Weighted Average Fair Value | $0 |
Forfeited, Weighted Average Fair Value | $0 |
Expired, Weighted Average Fair Value | $0 |
Outstanding, Weighted Average Fair Value | $0.03 |
Exercisable, Weighted Average Fair Value | $0.03 |
STOCK_WARRANTS_Details_1
STOCK WARRANTS (Details 1) (USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Minimum | $0.10 |
Range of Exercise Prices, Maximum | $2 |
Warrant [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 3,065,625 |
Weighted Average Remaining Contractual Life | 5 years 8 months 12 days |
Weighted Average Exercise Price | $0.03 |
STOCK_WARRANTS_Details_Textual
STOCK WARRANTS (Details Textual) (Warrant [Member], USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Promissory Note Dated February 27, 2013 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 |
Warrants and Rights Outstanding | $2,044 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 64.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years |
Promissory Note Dated November 30, 2012 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,625 |
Warrants and Rights Outstanding | 16,455 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $2 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 63.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 85.90% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Promissory Note Dated February 4, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 |
Warrants and Rights Outstanding | 11,769 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $0.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.46% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 197.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Warrant Agreement Dated February 27, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 |
Warrants and Rights Outstanding | $44,169 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.11% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 246.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years |
COMMON_STOCK_TRANSACTIONS_Deta
COMMON STOCK TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Nov. 30, 2014 | Nov. 30, 2013 | Sep. 18, 2014 | Sep. 24, 2014 | Nov. 06, 2014 | Oct. 21, 2014 | Aug. 31, 2014 | |
Class of Stock [Line Items] | |||||||
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||
Debt Conversion, Converted Instrument, Amount | $320,020 | $0 | |||||
Blackbridge Capital, LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,121,212 | ||||||
Debt Conversion, Converted Instrument, Amount | 20,000 | ||||||
Bruce Knoblich [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | ||||||
Debt Conversion, Converted Instrument, Amount | 19,250 | ||||||
WHC Capital, LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,480,000 | ||||||
Debt Conversion, Converted Instrument, Amount | 5,418 | ||||||
Asher Enterprises, Inc. [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 42,830,672 | ||||||
Debt Conversion, Converted Instrument, Amount | 75,920 | ||||||
JMJ [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 55,113,336 | ||||||
Debt Conversion, Converted Instrument, Amount | 38,912 | ||||||
Black Mountain Equities, Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 23,240,311 | ||||||
Debt Conversion, Converted Instrument, Amount | 23,800 | ||||||
KBM [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 58,597,904 | ||||||
Debt Conversion, Converted Instrument, Amount | 55,120 | ||||||
Gains (Losses) on Recourse Debt | 53,274 | ||||||
Beaufort Capital [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 30,714,286 | ||||||
Debt Conversion, Converted Instrument, Amount | $10,750 |
PREFERRED_STOCK_Details_Textua
PREFERRED STOCK (Details Textual) | 3 Months Ended | ||
Nov. 30, 2014 | Aug. 31, 2014 | Oct. 17, 2014 | |
Class of Stock [Line Items] | |||
Convertible Preferred Stock, Terms of Conversion | one share of common stock for each preferred share held | ||
Preferred Stock, Redemption Terms | In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock | ||
Preferred Stock, Shares Issued | 1,000,000 | 0 | |
Preferred Stock, Dividend Preference or Restrictions | no dividend rights | ||
Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Issued | 1,000,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Related Party Transaction [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 4,000,000 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $23,000 |
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Going Concern Disclosure [Line Items] | ||
Stockholders' Equity Attributable to Parent | ($1,564,543) | ($1,116,379) |
Retained Earnings (Accumulated Deficit) | ($3,655,381) | ($2,799,397) |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | |||
Jun. 12, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Sep. 18, 2014 | Nov. 06, 2014 | Dec. 11, 2014 | Aug. 31, 2014 | |
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | $320,020 | $0 | |||||
Debt Instrument, Face Amount | 15,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||
Debt Instrument, Maturity Date | 12-Aug-13 | ||||||
Interest Payable, Current | 33,957 | 26,051 | |||||
Beaufort Capital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 10,750 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 30,714,286 | ||||||
Beaufort Capital [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 17,680 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 63,266,667 | ||||||
Debt Instrument, Face Amount | 24,355 | ||||||
Interest Payable, Current | 2,730 | ||||||
JMJ [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 38,912 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 55,113,336 | ||||||
JMJ [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 19,680 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 82,600,000 | ||||||
Black Mountain Equities, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 23,800 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 23,240,311 | ||||||
Black Mountain Equities, Inc [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 12,850 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 50,428,571 | ||||||
Blackbridge Capital, LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 20,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,121,212 | ||||||
Blackbridge Capital, LLC [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 20,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 74,500,000 | ||||||
Treasury Stock, Shares | 12,121,212 | ||||||
WHC Capital, LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 5,418 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,480,000 | ||||||
WHC Capital, LLC [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 15,273 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 61,905,500 | ||||||
KBM [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 55,120 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 58,597,904 | ||||||
KBM [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | 45,030 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 188,072,902 | ||||||
Debt Instrument, Issuance Date | 11-Dec-14 | ||||||
Debt Instrument, Face Amount | $18,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||
Debt Instrument, Maturity Date | 3-Aug-15 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. |