IDS Industries (IDST) Inactive 10-K13 Dec 132013 FY Annual reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Aug. 31, 2013	Dec. 12, 2013	Feb. 28, 2013
Document And Entity Information	'	'	'
Entity Registrant Name	'IDS Industries, Inc.	'	'
Entity Central Index Key	'0001533455	'	'
Document Type	'10-K	'	'
Document Period End Date	31-Aug-13	'	'
Amendment Flag	'false	'	'
Current Fiscal Year End Date	'--08-31	'	'
Is Entity a Well-known Seasoned Issuer?	'No	'	'
Is Entity a Voluntary Filer?	'No	'	'
Is Entity's Reporting Status Current?	'Yes	'	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Public Float	'	'	$5,010,950
Entity Common Stock, Shares Outstanding	'	35,646,447	'
Document Fiscal Period Focus	'FY	'	'
Document Fiscal Year Focus	'2013	'	'

BALANCE_SHEETS

BALANCE SHEETS (USD $)	Aug. 31, 2013	Aug. 31, 2012
Current Assets	'	'
Cash	$1,960	$15,140
Accounts receivable, net of allowance of $4,950	4,950	'
Prepaids and other current assets	80,196	'
Inventory	32,682	'
Other receivable related party	77,307	'
Interest receivable related party	2,612	'
Total Current Assets	199,707	15,140
Property & equipment, net	'	10,080
Total Assets	199,707	25,220
Current Liabilities	'	'
Cash overdraft	12,413	'
Accounts payable	159,596	'
Derivative liability	148,870	'
Accrued expenses	10,159	66,632
Accrued interest	19,990	110
Convertible notes payable, net of discount of $93,858 and $0, respectively	265,992	'
Notes payable related party	290,098	2,100
Notes payable	30,000	'
Total Current Liabilities	937,118	68,842
Total Liabilities	937,118	68,842
STOCKHOLDERS DEFICIT	'	'
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding	'	'
Common stock, $.001 par value, 90,000,000 common shares authorized, 34,313,114 and 144,000,000 (post-split) shares issued and outstanding, respectively	34,313	144,000
Additional paid in capital	639,889	-109,000
Accumulated deficit	-1,411,613	-78,622
Total Stockholders Deficit	-737,411	-43,622
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$199,707	$25,220

BALANCE_SHEETS_Parenthetical

BALANCE SHEETS (Parenthetical) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Statement of Financial Position [Abstract]	'	'
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Issued	34,313,114	144,000,000
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0
Accounts receivable, allowance	$4,950	'
Convertible notes payable, discount	$93,858	$0

STATEMENTS_OF_OPERATIONS

STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
STATEMENTS OF OPERATIONS (USD $)	Aug. 31, 2013	Aug. 31, 2012
Income Statement [Abstract]	'	'
Revenue	$37,074	'
Cost of revenue	93,727	'
Gross margin	-56,653	'
Operating expenses:	'	'
Professional fees	127,517	68,605
Salaries and wages	283,706	'
Marketing and advertising	353,514	'
General and administrative	389,330	2,062
Total operating expenses	1,154,067	70,667
Loss from operations	-1,210,720	-70,667
Other income and (expense):	'	'
Amortization of debt discount	-92,751	'
Gain (loss) on derivative liability	-10,794	'
Interest expense	-21,388	-110
Interest income	2,662	'
Total other expense	-122,271	-110
Loss before provision for income taxes	-1,332,991	-70,777
Provision for income taxes	'	'
Net Loss	($1,332,991)	($70,777)
Loss per share Basic and diluted	($0.04)	$0
Weighted average shares outstanding basic and diluted	38,356,630	133,049,184

STATEMENTS_OF_CASH_FLOWS

STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
STATEMENTS OF CASH FLOWS (USD $)	Aug. 31, 2013	Aug. 31, 2012
Cash flows from operating activities	'	'
Net Loss	($1,332,991)	($70,777)
Adjustments to reconcile net loss to net cash used in operations:	'	'
Common stock for services	467,448	'
Gain (loss) on derivative liability	10,794	'
Amortization of discounts	-93,989	'
Bad debt expense	4,950	'
Derivative expense	50,076	'
Change in assets and liabilities	'	'
Increase in accounts receivable	-9,900	'
Purchase of inventory	-32,682	'
Increase in prepaids and other current assets	-82,949	'
Increase in note receivable related party	-77,307	'
Increase in interest receivable related party	-2,612	'
Increase in accounts payable	172,009	'
Increase in customer deposits	'	5,000
Increase (decrease) in accrued expenses	30,149	58,965
Net cash used in operating activities	-709,026	-6,812
Cash flows from investing activities	'	'
Property and equipment	'	-10,080
Net cash provided by (used) in investing activities	'	-10,080
Cash flows from financing activities	'	'
Proceeds from convertible debt	359,850	'
Increase in note payable related party	289,998	2,000
Increase in other notes payable	30,000	'
Proceeds from the sale of common stock	15,998	20,000
Net cash provided by financing activities	695,846	22,000
Net increase (decrease) in cash	-13,180	5,108
Cash at beginning of period	15,140	10,032
Cash at end of period	1,960	15,140
Supplemental Cash Flow Information:	'	'
Cash paid for interest	55	'
Cash paid for taxes	'	'
Supplemental disclosure of non cash activities	'	'
Conveyance of subsidiary	$57,147	'

STATEMENT_OF_STOCKHOLDERS_EQUI

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit During the Development Stage	Total
Beginning balance, amount at Apr. 30, 2011	'	'	'	'
Common shares issued in exchange for membership interest, shares	120,000,000	'	'	'
Common shares issued in exchange for membership interest, amount	$120,000	($105,000)	'	$15,000
Net loss	'	'	-7,845	-7,845
Ending balance, amount at Aug. 31, 2011	120,000	'	'	'
Ending balance, shares at Aug. 31, 2011	120,000,000	-105,000	-7,845	7,155
Common shares issued for cash, shares	24,000,000	'	'	'
Common shares issued for cash, amount	24,000	-4,000	'	20,000
Common shares issued for services, amount	'	'	'	'
Conveyance of subsidiary	'	'	'	'
Net loss	'	'	-70,777	-70,777
Ending balance, amount at Aug. 31, 2012	144,000	'	'	-43,622
Ending balance, shares at Aug. 31, 2012	144,000,000	-109,000	-78,622	-43,622
Common shares issued for cash, shares	115,368	'	'	'
Common shares issued for cash, amount	155	15,843	'	15,998
Common shares issued for services, shares	3,157,750	'	'	3,157,750
Common shares issued for services, amount	3,158	464,290	'	467,448
Common stock returned, shares	-113,000,004	'	'	'
Common stock returned, amount	-113,000	113,000	'	'
Conveyance of subsidiary	'	57,147	'	57,147
Debt discount on convertible notes	'	98,609	'	98,609
Net loss	'	'	-1,332,991	-1,332,991
Ending balance, amount at Aug. 31, 2013	$34,313	$639,889	($1,411,613)	($737,411)
Ending balance, shares at Aug. 31, 2013	34,313,114	'	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

IDS Industries, Inc. (“IDS” or the “Company”) is a GIIRS-rated “green” energy company that designs and develops solar and power management technologies and incorporates these into its manufacturing and distribution of solar-based portable power stations and other solar-based products for consumer, business, government, and disaster relief applications. We offer a line of portable solar power generators under our Company brand name, IDS Solar TechnologiesÔ.

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.”

On January 7, 2013 we launched our planned new product line on a limited basis; with the initial model, the Solar Survivor. The Company continues to design and development other models of electric generators and power stations based on customer input and feedback.

Effective February 7, 2013, the board of directors approved a one for twelve forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-K have been retroactively restated to reflect the forward split. This event was reported in an 8-K on February 4, 2013.

Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” The new name reflects the direction and focus of the Company more accurately given the full slate of products in advanced development including the battery management and energy storage fields.

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 Company has adopted an August 31 year end.

Development Stage Company

The Company is deemed to have exited the development stage on February 28, 2013 as it began planned principle operations.

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 August 31, 2013 and 2012.

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. There were no such common stock equivalents outstanding as of August 31, 2013 and 2012.

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.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years

Maintenance and repairs are charged to expense as incurred; renewals and improvements that extend the useful life of the assets are capitalized. Upon retirement or disposal, the asset cost and the related accumulated depreciation and amortization are eliminated from the respective accounts and a resulting gain or loss, if any, is included in the results of operations.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs.

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, inventory, accounts payable, and other accrued liabilities, 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 August 31, 2013.

Level I

Level II

Level III

Fair Value

Derivative liability

—

148,870

—

148,870

Stock-Based Compensation

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services.

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 an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. During the current fiscal year, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. A total of $402,624 was expensed during fiscal year ended August 31, 2013, and $64,824 remains in prepaid consulting as of August 31, 2013.

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. There has been no stock-based compensation issued to 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 carryforwards. 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 August 31, 2013 and 2012.

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 and related costs of products 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.

Reclassification

Certain reclassifications have been made to the August 31, 2012 financial information to conform to the presentation used in the August 31, 2013 financial statements.

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles, Goodwill and Other General Intangibles, other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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.

PROPERTY_AND_EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
PROPERTY AND EQUIPMENT	Aug. 31, 2013
Property, Plant and Equipment [Abstract]	'
PROPERTY AND EQUIPMENT	'
	Property and equipment consisted of the following August 31:

		2013		2012
	Property and equipment	$	—	$	10,080
	Less: accumulated depreciation		—		—
	Property and equipment, net	$	—	$	10,080

	No depreciation expense was taken for the year ended August 31, 2012 or thereafter, as the asset acquired had not yet been placed into service. The asset as of August 31, 2012 was owned by the Company’s prior subsidiary, SOI Nevada, LLC, of which full ownership was transferred to the sole officer and director on September 19, 2012; therefore, the asset is no longer owned by the company.

NOTE_RECEIVABLE

NOTE RECEIVABLE	12 Months Ended
NOTE RECEIVABLE	Aug. 31, 2013
Receivables [Abstract]	'
NOTE RECEIVABLE	'
NOTE RECEIVABLE	On August 15, 2013, the Company executed a Note Receivable for $77,307 for funds that it has advanced over the past year to another company owned by the former CEO. The note bears interest at 8% and matures in ninety days. As of August 31, 2013, the note has accrued $2,612 in interest. Collection on the note is currently past due.

NOTES_PAYABLE

NOTES PAYABLE	12 Months Ended
NOTES PAYABLE	Aug. 31, 2013
Debt Disclosure [Abstract]	'
NOTES PAYABLE	'
	On September 30, 2012, the Company executed a promissory note with an individual for $1,900. The note bears interest at 10% and was due on or before December 29, 2012. This note and all accrued interest has been repaid in full.

	On October 12, 2012, the Company executed a promissory note with Argent Offset, LLC for $20,000. The note bears interest at 18% and was due on or before January 10, 2013. On February 27, 2013, a new convertible promissory note was executed for $33,850. The note bears interest at 18% compounded monthly and is due August 26, 2013. The new note amends and replaces in its entirety the note dated October 12, 2012. 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 $0.11. 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 $18,464. This amount has been recorded as a discount against the outstanding balance of the note. The discount was amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $18,464. In addition, the note included one warrant giving the holder the right to purchase 50,000 shares of common stock at a price of $0.20 per share for a period of three years. As required by ASC 470-20 the Company valued the warrant and recorded a debt discount to additional paid in capital in the amount of $3,690 based on the discount to market available at the time of issuance. The discount was to be amortized over the life of the loan to interest expense. As of August 31, 2013, $3,690 has been amortized to interest expense. As of August 31, 2013, the note has accrued interest of $1,641. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $1,000 fee the lender agreed to waive any default until December 15, 2013.

	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. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $44,712. 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 is to be amortized over the life of the loan to interest expense. As of August 31, 2013, $12,263 has been amortized to interest expense. As of August 31, 2013, this note is still outstanding and has accrued interest of $4,766. The note is shown net of a debt discount of $19,480 at August 31, 2013 This note is currently in default with the parties renegotiating the terms of repayment.

	On March 20, 2013, the Company executed a convertible promissory note for $32,500 with an investor. The note bears interest at 8% per annum and is due on or before December 26, 2013. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $1,168.

	On April 4, 2013, the Company executed a convertible promissory note for $15,500 with an investor. The note bears interest at 8% per annum and is due on or before January 8, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $506.


	On June 3, 2013, the Company executed a convertible promissory note for $32,500 with an investor. The note bears interest at 8% per annum and is due on or before December 26, 2013. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $637.

	On August 5, 2013, the Company executed a convertible promissory note for $32,500 with an investor. The note bears interest at 8% per annum and is due on or before December 26, 2013. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $192.

	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. As of August 31, 2013 this note was still outstanding and has subsequently become past due. Accrued interest as of August 31, 2013 is $312.

	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. Subsequent to August 31, 2013, the loan was extended with no specific terms of repayment.

	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 are 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 60% discount to the lowest trade price in the twenty five trading days prior to conversion.

	The Company received its first payment from JMJ towards the loan of $55,000 on June 19, 2013. The Company recorded a debt discount in the amount of $60,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $75,507 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a one year term to maturity.

	As of August 31, 2013, $12,266 of the discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $102,245 resulting in a loss on the change in fair value of the derivative. Accrued interest totaled $1,452 due to a onetime 12% interest charge incurred if the loan was not repaid within ninety days. The note is shown net of a debt discount of $48,234 at August 31, 2013.

	The Company received its second payment from JMJ towards the loan of $25,000 on August 14, 2013. 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 interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $62,569 based on the Black Scholes Merton pricing model using the following attributes: .12% risk free rate, 144% volatility and a one year term to maturity.

	As of August 31, 2013, $1,356 of the discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $46,625 resulting in a gain on the change in fair value of the derivative. Accrued interest totaled $163 due to a onetime 12% interest charge incurred if the loan was not repaid within ninety days. The note is shown net of a debt discount of $26,144 at August 31, 2013.


	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	31-Aug-12		Additions		Amortization		31-Aug-13
	Caspi	$	—	$	76,455	$	56,975	$	19,480
	Argent		—		22,154		22,154		—
	JMJ – 6/19/13		—		60,500		12,266		48,234
	JMJ – 8/14/13		—		27,500		1,356		26,144
		$	—	$	186,609	$	92,751	$	93,858

	Derivative Liabilities	31-Aug-12		Initial Valuation		Reevaluation on 8/31/2013		(Gain) Loss on Derivative
	JMJ – 6/19/13	$	—	$	75,507	$	102,245	$	26,738
	JMJ – 8/14/13		—		62,569		46,625		(15,944	)
		$	—	$	138,076	$	148,870	$	10,794

	Original Issue Discount	31-Aug-12		Additions		Amortization		31-Aug-13
	JMJ – 6/19/13	$	—	$	5,500	$	1,115	$	4,385
	JMJ – 8/14/13		—		2,500		123		2,377
		$	—	$	8,000	$	1,238	$	6,762

STOCK_WARRANTS

STOCK WARRANTS	12 Months Ended
STOCK WARRANTS	Aug. 31, 2013
Notes to Financial Statements	'
STOCK WARRANTS	'
	A summary of the status of the Company’s outstanding stock and changes during the periods is presented below:

			Shares available to purchase with warrants		Weighted		Weighted
					Average		Average
					Price		Fair Value
		Outstanding, August 31, 2012		—	$	—	$	—
		Issued		65,625		0.63		0.23
		Exercised		—		—		—
		Forfeited		—		—		—
		Expired		—		—		—
		Outstanding, August 31, 2013		65,625	$	0.63	$	0.23
		Exercisable, August 31, 2013		65,625	$	0.63	$	0.23

	Range of Exercise Prices		Number Outstanding at 8/31/13		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
		$0.20 - $2.00		65,625		2.9 years	$	0.63

RELATED_PARTY_TRANSACTION

RELATED PARTY TRANSACTION	12 Months Ended
RELATED PARTY TRANSACTION	Aug. 31, 2013
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTION	'
	During the period ended August 31, 2012 a Director made advances to the company totaling $2,000. These advances bear interest at 6% and were due October 4, 2013. Interest of $110 was accrued as of August 31, 2012.

	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 former 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.

	Also on September 19, 2012, Mr. Hamilton agreed to transfer 583,333 of his shares of common stock to a group of four purchasers for a total purchase price of $20,000. The source of the consideration paid to Mr. Hamilton was the existing funds of the purchasers. The sale of these shares was exempt from registration under Section 4(2) of the Securities Act. Also, in connection with the sale of these shares, Mr. Hamilton cancelled 9,416,667 of his shares and returned them to treasury.

	On May 8, 2013, the Company issued 99,996 shares of common stock to its CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.093, for a total expense of $9,250.

	Notes Payable

	During the year ended August 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998. The note bears interest at 5% and is due within one year. As of August 31, 2013 this note is still outstanding and has accrued interest of $7,569.

	On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at 10% and is due within ninety days. As of August 31, 2013 this note is still outstanding and has accrued interest of $312.

COMMON_STOCK

COMMON STOCK	12 Months Ended
COMMON STOCK	Aug. 31, 2013
Equity [Abstract]	'
COMMON STOCK	'
	The Company has 10,000,000 preferred shares authorized at par value of $0.001 per share and has 90,000,000 common shares authorized at a par value of $0.001 per share.

	On February 25, 2012, the Company issued 24,000,000 common shares for cash of $20,000.

	On September 19, 2012, Mr. Hamilton, the Company’s former CEO and Director, cancelled 113,000,004 of his shares and returned them to treasury.

	On or about November 8, 2012, the Company issued 120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.208, for a total expense of $25,000. Of the total expense, $15,104 has been booked to prepaid expense and will be allocated over the remaining term of the contract.

	On January 4, 2013, the Company issued 100,000 shares of common stock for consulting services. The shares were valued using the closing stock price on the day of issuance of $1.45, for a total expense of $145,000.

	Effective February 7, 2013, the board of directors approved a one for twelve forward split of the Company’s common stock. All share and per share data throughout this Form 10-K have been retroactively restated to reflect the forward split.

	On February 15, 2013, the Company issued 1,200,000 shares of common stock for advertising and investor relation services. The shares were valued using the closing stock price on the day of issuance of $0.205, for a total expense of $246,000. Of the total expense, $28,188 has been booked to prepaid expense and will be allocated over the remaining three month term of the contract.

	On May 8, 2013, the Company issued 99,996 shares of common stock to its CFO for services. The shares were valued using the closing stock price on the day of issuance of $0.093, for a total expense of $9,250.

	On May 15, 2013, the Company issued 337,754 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.09, for a total expense of $30,398. Of the total expense, $21,532 has been booked to prepaid expense and will be allocated over the remaining term of the contract.

	On June 14, 2013, the Company issued 200,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.059, for a total expense of $11,800.

	During the period ended August 31, 2013, the Company sold 155,368 shares of common stock for cash proceeds of $15,998.

	All shares were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(2) of that Act.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Aug. 31, 2013
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	During the year ended August 31, 2013, the Company rented office space on a month to month basis for $1,383 a month. Rent expense for the year ended August 31, 2013 was $15,910.

GOING_CONCERN

GOING CONCERN	12 Months Ended
GOING CONCERN	Aug. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
GOING CONCERN	'
GOING CONCERN	As of August 31, 2013, the Company has a working capital deficit of $737,411, limited revenue and an accumulated deficit of $1,411,613. 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.

INCOME_TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Aug. 31, 2013
Income Tax Disclosure [Abstract]	'
INCOME TAXES	'
	For the year ended August 31, 2013, the Company has incurred a net loss of $1,332,991 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,412,000 at August 31, 2012, and will expire beginning in the year 2031.

	The provision for Federal income tax consists of the following for the years ended August 31, 2013 and 2012:

		2013			2012
	Federal income tax benefit attributable to:
	Current operations	$	453,217		$	24,064
	Less: valuation allowance		(453,217	)		(24,064	)
	Net provision for Federal income taxes	$	—		$	—

	The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of August 31, 2013 and 2012:

		2013			2012
	Deferred tax asset attributable to:
	Net operating loss carryover	$	479,948		$	26,731
	Valuation allowance		(479,948	)		(26,731	)
	Net deferred tax asset	$	—		$	—

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Aug. 31, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	Subsequent to August 31, 2013, the Company executed a convertible promissory note for $10,000. The note bears interest at 10% per annum and is due within one year.

	In accordance with ASC 855-10, the Company has analyzed its operations subsequent August 31, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2013

Accounting Policies [Abstract]

Nature of Business and Basis of Presentation

Nature of Business

Basis of Presentation

Development Stage Company

The Company is deemed to have exited the development stage on February 28, 2013 as it began planned principle operations.

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 August 31, 2013 and 2012.

Basic Loss per Share

Concentrations of Credit Risk

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs.

Allowance for doubtful accounts

Fair Value of Financial Instruments

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 August 31, 2013.

Level I

Level II

Level III

Fair Value

Derivative liability

—

148,870

—

148,870

Stock-Based Compensation

Income Taxes

Revenue Recognition

Reclassification

Certain reclassifications have been made to the August 31, 2012 financial information to conform to the presentation used in the August 31, 2013 financial statements.

Recent Accounting Pronouncements

PROPERTY_AND_EQUIPMENT_Tables

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
PROPERTY AND EQUIPMENT (Tables)	Aug. 31, 2013
Property, Plant and Equipment [Abstract]	'
Schedule of Property Plant and Equipment	'
		2013		2012
	Property and equipment	$	—	$	10,080
	Less: accumulated depreciation		—		—
	Property and equipment, net	$	—	$	10,080

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	12 Months Ended
NOTES PAYABLE (Tables)	Aug. 31, 2013
Debt Disclosure [Abstract]	'
Changes in Debt Discount	'
	Debt Discount	31-Aug-12		Additions		Amortization		31-Aug-13
	Caspi	$	—	$	76,455	$	56,975	$	19,480
	Argent		—		22,154		22,154		—
	JMJ – 6/19/13		—		60,500		12,266		48,234
	JMJ – 8/14/13		—		27,500		1,356		26,144
		$	—	$	186,609	$	92,751	$	93,858
Changes in Derivative Liabilities	'
	Derivative Liabilities	31-Aug-12		Initial Valuation		Reevaluation on 8/31/2013		(Gain) Loss on Derivative
	JMJ – 6/19/13	$	—	$	75,507	$	102,245	$	26,738
	JMJ – 8/14/13		—		62,569		46,625		(15,944	)
		$	—	$	138,076	$	148,870	$	10,794
Changes In Original Issue Discounts	'
	Original Issue Discount	31-Aug-12		Additions		Amortization		31-Aug-13
	JMJ – 6/19/13	$	—	$	5,500	$	1,115	$	4,385
	JMJ – 8/14/13		—		2,500		123		2,377
		$	—	$	8,000	$	1,238	$	6,762

STOCK_WARRANTS_Tables

STOCK WARRANTS (Tables)	12 Months Ended
STOCK WARRANTS (Tables)	Aug. 31, 2013
Notes to Financial Statements	'
Schedule Of Stockholders Equity Warrants	'
			Shares available to purchase with warrants		Weighted		Weighted
					Average		Average
					Price		Fair Value
		Outstanding, August 31, 2012		—	$	—	$	—
		Issued		65,625		0.63		0.23
		Exercised		—		—		—
		Forfeited		—		—		—
		Expired		—		—		—
		Outstanding, August 31, 2013		65,625	$	0.63	$	0.23
		Exercisable, August 31, 2013		65,625	$	0.63	$	0.23
Schedule Of Stockholders Equity Warrants Changes	'
	Range of Exercise Prices		Number Outstanding at 8/31/13		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
		$0.20 - $2.00		65,625		2.9 years	$	0.63

INCOME_TAXES_Tables

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Aug. 31, 2013
Income Tax Disclosure [Abstract]	'
Schedule of Federal Income Tax Benefit	'
		2013			2012
	Federal income tax benefit attributable to:
	Current operations	$	453,217		$	24,064
	Less: valuation allowance		(453,217	)		(24,064	)
	Net provision for Federal income taxes	$	—		$	—
Schedule of Cumulative Tax Effect	'
		2013			2012
	Deferred tax asset attributable to:
	Net operating loss carryover	$	479,948		$	26,731
	Valuation allowance		(479,948	)		(26,731	)
	Net deferred tax asset	$	—		$	—

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Aug. 31, 2013	Aug. 31, 2012	Jul. 18, 2011
Date of Incorporation	2-May-11	'	'
Fiscal Year End	'--08-31	'	'
Common Stock, Issued	34,313,114	144,000,000	10,000,000
Membership Interest Acquired in SOI Nevada, LLC	'	'	100
Cash	$0	$0	'
Derivative liability	148,870	'	'
Common shares issued for services, shares	3,157,750	'	'
Common shares issued for services, amount	467,448	'	'
Prepaid consulting expense	402,624	'	'
Prepaid consulting	64,824	'	'
Level II	'	'	'
Derivative liability	148,870	'	'
Fair Value	'	'	'
Derivative liability	$148,870	'	'

PROPERTY_AND_EQUIPMENT_Schedul

PROPERTY AND EQUIPMENT - Schedule of Property Plant and Equipment (Details) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Property, Plant and Equipment [Abstract]	'	'
Property and equipment	'	$10,080
Less: accumulated depreciation	'	'
Property and equipment, net	'	$10,080

NOTE_RECEIVABLE_Details_Narrat

NOTE RECEIVABLE (Details Narrative) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Other receivable related party	$77,307	'
Interest receivable related party	2,612	'
Note Receivable	'	'
Date entered into Note	15-Aug-13	'
Other receivable related party	77,307	'
Interest Rate	8.00%	'
Maturity Date	'P90D	'
Interest receivable related party	$2,612	'

NOTES_PAYABLE_Changes_in_Debt_

NOTES PAYABLE - Changes in Debt Discount (Details) (USD $)

Aug. 31, 2013

Aug. 31, 2012

Aug. 31, 2013

Aug. 31, 2012

Aug. 31, 2013

Aug. 31, 2012

Aug. 31, 2013

Jun. 19, 2013

Aug. 31, 2012

Aug. 31, 2013

Aug. 14, 2013

Aug. 31, 2012

Aug. 31, 2013

Caspi

Argent

JMJ Loan 1

JMJ Loan 2

Debt Discount Totals

Debt Discount, unamortized

$93,858

$76,455

$22,154

$60,500

$27,500

$186,609

Promissory Note, interest expense

56,975

22,154

12,266

1,356

92,751

Debt Discount, amortized

$19,480

$48,234

$26,144

$93,858

NOTES_PAYABLE_Changes_in_Deriv

NOTES PAYABLE - Changes in Derivative Liabilities (Details) (USD $)	12 Months Ended					12 Months Ended			12 Months Ended
	Aug. 31, 2013	Aug. 31, 2012	Aug. 31, 2013	Jun. 19, 2013	Aug. 31, 2012	Aug. 31, 2013	Aug. 14, 2013	Aug. 31, 2012	Aug. 31, 2013
	Aug. 31, 2013	Aug. 31, 2012	JMJ Loan 1	JMJ Loan 1	JMJ Loan 1	JMJ Loan 2	JMJ Loan 2	JMJ Loan 2	Derivative Liabilities Totals
Derivative liability	$148,870	'	$75,507	$75,507	'	$62,569	$62,569	'	$138,076
Derivative liability, fair value	'	'	102,245	'	'	46,625	'	'	148,870
Gain (loss) on derivative liability	($10,794)	'	$26,738	'	'	($15,944)	'	'	$10,794

NOTES_PAYABLE_Changes_In_Origi

NOTES PAYABLE - Changes In Original Issue Discounts (Details) (USD $)	Aug. 31, 2013	Aug. 31, 2012
JMJ Loan 1	'	'
Original Issue Discount	10.00%	'
Original Issue Discount, value	$5,500	'
Original Issue Discount, amortization	1,115	'
Gain (loss) on original issue discount	4,385	'
JMJ Loan 2	'	'
Original Issue Discount	10.00%	'
Original Issue Discount, value	2,500	'
Original Issue Discount, amortization	123	'
Gain (loss) on original issue discount	2,377	'
Original Issue Discounts Totals	'	'
Original Issue Discount, value	8,000	'
Original Issue Discount, amortization	1,238	'
Gain (loss) on original issue discount	$6,762	'

NOTES_PAYABLE_Details_Narrativ

NOTES PAYABLE (Details Narrative) (USD $)

12 Months Ended

Aug. 31, 2013

Aug. 31, 2012

Sep. 30, 2012

Aug. 31, 2013

Nov. 26, 2013

Feb. 27, 2013

Oct. 12, 2012

Aug. 31, 2013

Jun. 12, 2013

Dec. 03, 2012

Aug. 31, 2013

Mar. 20, 2013

Aug. 31, 2013

Apr. 04, 2013

Aug. 31, 2013

Jun. 03, 2013

Aug. 31, 2013

Aug. 05, 2013

Aug. 31, 2013

Jun. 15, 2013

Jun. 19, 2013

Aug. 31, 2013

Jun. 19, 2013

Aug. 31, 2012

Aug. 31, 2013

Aug. 14, 2013

Aug. 31, 2012

Promissory Note Individual

Promissory Note Argent Offset LLC

Promissory Note Individual 2

Promissory Note Investor

Promissory Note Investor 2

Promissory Note Investor 3

Promissory Note Investor 4

Promissory Note Shareholder

Convert Prom Note JMJ

JMJ Loan 1

JMJ Loan 2

Promissory Note, amount

$1,900

$33,850

$20,000

$15,000

$125,000

$32,500

$15,500

$32,500

$15,000

$300,000

Promissory Note, interest rate

10.00%

18.00%

5.00%

8.00%

10.00%

Promissory Note, interest expense

18,464

12,263

12,266

1,356

Promissory Note, due date

29-Dec-12

15-Dec-13

26-Aug-13

10-Jan-13

30-Nov-13

26-Dec-13

8-Jan-14

26-Dec-13

12-Sep-13

Warrant, right to purchase, amount

50,000

15,625

Warrant, right to purchase, par value

$0.20

Warrant, term

'P3Y

'P5Y

Additional paid in capital

639,889

-109,000

3,690

16,455

Amortization of debt discount

-92,751

18,464

47,712

Accrued interest

19,990

110

1,641

4,766

1,168

506

637

192

312

1,452

163

Debt Discount

93,858

19,480

60,500

27,500

Debt Discount, amortized

48,234

26,144

Promissory Note, conversion feature value

18,464

60,000

Promissory Note, conversion rate

$0.11

$1.25

Promissory Note, convertible feature discount

49.00%

60.00%

Promissory Note, convertible feature period

'P180D

Lender Fee paid

1,000

5,000

Promissory Note, Loan payment

55,000

25,000

Promissory Note, original issue discount

10.00%

Derivative liability

148,870

75,507

62,569

Derivative liability, fair value

$102,245

$46,625

STOCK_WARRANTS_Schedule_Of_Sto

STOCK WARRANTS - Schedule Of Stockholders Equity Warrants (Details) (USD $)	12 Months Ended
	Aug. 31, 2013
Notes to Financial Statements	'
Beginning Balance, Shares available to purchase with warrants	'
Beginning Balance, Weighted Average Price	'
Beginning Balance, Weighted Average Fair Value	'
Issued, Shares available to purchase with warrants	65,625
Issued, Weighted Average Price	$0.63
Issued, Weighted Average Fair Value	$0.23
Ending Balance, Shares available to purchase with warrants	65,625
Ending Balance, Weighted Average Price	$0.63
Ending Balance, Weighted Average Fair Value	$0.23

STOCK_WARRANTS_Schedule_Of_Sto1

STOCK WARRANTS - Schedule Of Stockholders Equity Warrants Changes (Details) (USD $)	12 Months Ended
	Aug. 31, 2013
Notes to Financial Statements	'
Range of Exercise Prices, low	$0.20
Range of Exercise Prices, high	$2
Number Outstanding	65,625
Weighted Average Remaining Contractual Life	'P3Y73D
Weighted Average Exercise Price	$0.63

RELATED_PARTY_TRANSACTION_Deta

RELATED PARTY TRANSACTION (Details Narrative) (USD $)	Jun. 14, 2013	15-May-13	8-May-13	Feb. 16, 2013	Jan. 04, 2013	Nov. 08, 2012	Aug. 31, 2012	Sep. 19, 2012	Aug. 31, 2013	Aug. 31, 2013	Jun. 15, 2013
RELATED PARTY TRANSACTION (Details Narrative) (USD $)	Jun. 14, 2013	15-May-13	8-May-13	Feb. 16, 2013	Jan. 04, 2013	Nov. 08, 2012	Advances To Company	Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations	Promissory Note with Former CEO	Promissory Note Shareholder	Promissory Note Shareholder
Advances from director	'	'	'	'	'	'	$2,000	'	'	'	'
Interest Rate	'	'	'	'	'	'	6.00%	'	'	'	'
Due Date	'	'	'	'	'	'	4-Oct-13	'	30-Aug-14	'	'
Interest accrued	'	'	'	'	'	'	110	'	7,569	312	'
Promissory Note Amount	'	'	'	'	'	'	'	2,000	'	'	'
Shares Transferred, Shares	'	'	'	'	'	'	'	583,333	'	'	'
Shares Transferred, Value	'	'	'	'	'	'	'	20,000	'	'	'
Shares cancelled and returned to treasury	'	'	'	'	'	'	'	113,000,004	'	'	'
Common Shares Issued For Services, Shares	200,000	337,754	99,996	1,200,000	100,000	120,000	'	'	'	'	'
Common Stock Stated Value Per Share	$0.06	$0.09	$0.09	$0.21	$1.45	$0.21	'	'	'	'	'
Common Shares Issued For Services, Amount	11,800	30,398	9,250	246,000	145,000	25,000	'	'	'	'	'
Promissory Note, amount	'	'	'	'	'	'	'	'	$289,998	'	$15,000
Promissory Note, interest rate	'	'	'	'	'	'	'	'	5.00%	'	10.00%

COMMON_STOCK_Details_Narrative

COMMON STOCK (Details Narrative) (USD $)

0 Months Ended

12 Months Ended

Feb. 25, 2012

Aug. 31, 2013

Jun. 14, 2013

31-May-13

15-May-13

8-May-13

Feb. 16, 2013

Feb. 07, 2013

Jan. 04, 2013

Nov. 08, 2012

Aug. 31, 2012

Sep. 19, 2012

Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations

Preferred Stock, Shares Authorized

10,000,000

Preferred Stock, Par Value

$0.00

Common Stock, Shares Authorized

90,000,000

Common Stock, Par Value

$0.00

Common Shares Issued For Cash, Shares

24,000,000

155,368

Common Shares Issued For Cash, Amount

$20,000

$15,998

Common Shares Issued For Services, Shares

200,000

337,754

99,996

1,200,000

100,000

120,000

Common Stock Stated Value Per Share

$0.06

$0.09

$0.21

$1.45

$0.21

Common Shares Issued For Services, Amount

11,800

30,398

9,250

246,000

145,000

25,000

Shares cancelled and returned to treasury

113,000,004

Forward Split Ratio

'1:12

Prepaid expenses to be allocated

$80,196

$21,532

$28,188

$15,104

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	Aug. 31, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Monthly Rent Expense	$1,383
Rent Expense	$15,910

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Total Stockholders Deficit	($737,411)	($43,622)
Accumulated deficit	($1,411,613)	($78,622)

INCOME_TAXES_Schedule_of_Feder

INCOME TAXES - Schedule of Federal Income Tax Benefit (Details) (USD $)	12 Months Ended
	Aug. 31, 2013	Aug. 31, 2012
Federal income tax benefit attributable to:	'	'
Current operations	$453,217	$24,064
Less: valuation allowance	-453,217	-24,064
Net provision for Federal income taxes	'	'

INCOME_TAXES_Schedule_of_Cumul

INCOME TAXES - Schedule of Cumulative Tax Effect (Details) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Deferred tax assets:	'	'
Net operating loss carryover	$479,948	$26,731
Valuation allowance	-479,948	-26,731
Net deferred tax asset	'	'

INCOME_TAXES_Details_Narrative

INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
INCOME TAXES (Details Narrative) (USD $)	Aug. 31, 2013	Aug. 31, 2012
Income Tax Disclosure [Abstract]	'	'
Net Loss	($1,332,991)	($70,777)
Operating Loss Carryforwards	'	($1,412,000)
Carryforward Expiration Date	1-Jan-13	'
Effective Income Tax Rate	34.00%	'

SUBSEQUENT_EVENTS_Details_Narr

SUBSEQUENT EVENTS (Details Narrative) (Convert Promissory Note, USD $)	Aug. 31, 2013
Convert Promissory Note	'
Promissory Note, amount	$10,000
Promissory Note, interest rate	10.00%
Promissory Note, due date	30-Aug-14