Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Nov. 30, 2013 | Jan. 09, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'IDS Industries, Inc. | ' |
Entity Central Index Key | '0001533455 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Nov-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 Common Stock, Shares Outstanding | ' | 38,723,370 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Current Assets: | ' | ' |
Cash | ' | $1,960 |
Accounts receivable, net of allowance of $4,950 | 4,950 | 4,950 |
Prepaids and other current assets | 49,211 | 80,196 |
Inventory | 32,682 | 32,682 |
Other receivable - related party | 38,418 | 77,307 |
Interest receivable - related party | 5,419 | 2,612 |
Total Assets | 130,680 | 199,707 |
Current Liabilities: | ' | ' |
Cash overdraft | 25,918 | 12,413 |
Accounts payable | 195,782 | 159,596 |
Derivative liability | 182,149 | 148,870 |
Accrued expenses | ' | 10,159 |
Accrued interest | 31,482 | 19,990 |
Convertible notes payable, net of discount of $97,876 and $93,858, respectively | 300,474 | 265,992 |
Notes payable - related party | 295,348 | 290,098 |
Other notes payable | 40,555 | 30,000 |
Total Current Liabilities | 1,071,708 | 937,118 |
Total Liabilities | 1,071,708 | 937,118 |
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 34,313,114 shares issued and outstanding, respectively | 34,313 | 34,313 |
Additional paid in capital | 639,889 | 639,889 |
Accumulated deficit | -1,615,230 | -1,411,613 |
Total Stockholders Deficit | -941,028 | -737,411 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $130,680 | $199,707 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
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 | 34,313,114 |
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 | $4,950 |
Convertible notes payable, discount | $97,876 | $93,858 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue | ' | $4,000 |
Cost of revenue | ' | 17,955 |
Gross margin | ' | -13,955 |
Operating expenses: | ' | ' |
Professional fees | 25,494 | 35,488 |
Salaries and wages | 85,733 | 41,985 |
Marketing and advertising | 23,850 | ' |
General and administrative | 105,018 | 52,391 |
Total operating expenses | 240,095 | 129,864 |
Loss from operations | -240,095 | -143,819 |
Other income and (expense): | ' | ' |
Amortization of debt discount | -81,482 | ' |
Change in fair value of derivative liability | 129,960 | ' |
Interest expense | -11,807 | -536 |
Interest income | 2,807 | ' |
Total other income (expense) | 36,478 | -536 |
Loss before provision for income taxes | -203,617 | -144,355 |
Provision for income taxes | ' | ' |
Net Loss | ($203,617) | ($144,355) |
Loss per share: Basic and diluted | ($0.01) | $0 |
Weighted average shares outstanding: basic and diluted | 34,313,114 | 54,622,416 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($203,617) | ($144,355) |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
Common stock for services | 467,448 | 25,000 |
Deemed dividend | ' | 57,147 |
Change in fair value of derivatives | -126,960 | ' |
Amortization of discounts | 81,482 | ' |
Derivative expense | 74,738 | ' |
Change in assets and liabilities: | ' | ' |
Increase in accounts receivable | ' | -4,000 |
Increase in inventory | ' | -8,000 |
Decrease in prepaids and other current assets | 33,485 | ' |
Increase (decrease) in note receivable - related party | 38,889 | -26,679 |
Increase in interest receivable - related party | -2,807 | ' |
Increase in accounts payable | 49,692 | 43,792 |
Increase in customer deposits | ' | 12,500 |
Increase (decrease) in accrued expenses | 1,333 | -66,206 |
Net cash used in operating activities | -53,765 | -110,801 |
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 | 35,000 | ' |
Repayment of shareholder loan | ' | -2,100 |
Increase in note payable - related party | 5,250 | 51,800 |
Increase in other notes payable | 11,555 | 21,900 |
Advances from officers | ' | 14,298 |
Net cash provided by financing activities | 51,805 | 85,898 |
Net increase (decrease) in cash | -1,960 | -14,823 |
Cash at beginning of period | 1,960 | 15,140 |
Cash at end of period | ' | 317 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for taxes | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||||||||
Nov. 30, 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 also offer a line of ‘Stationary” Energy Storage systems for residential application as well as commercial and light industrial applications. Both the stationary and portable solar power generators will be under our Company brand name, Charge! Energy Storage. | |||||||||||||||||
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-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.” 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 unaudited 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. Operating results for the interim period ended November 30, 2013 are not necessarily indicative of the results that can be expected for the full year. The Company has adopted an August 31 year end. | |||||||||||||||||
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, 2013 and August 31, 2013. | |||||||||||||||||
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 November 30, 2013 and August 31, 2013. | |||||||||||||||||
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. | |||||||||||||||||
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, 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, 2013. | |||||||||||||||||
Level I | Level II | Level III | Fair Value | ||||||||||||||
Derivative liability | $ | — | $ | 182,149 | $ | — | $ | 182,149 | |||||||||
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 year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. As of November 30, 2013 a total of $428,724 has been expensed, and $38,724 remains in prepaid consulting. | |||||||||||||||||
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 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 and August 31, 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 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. | |||||||||||||||||
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. |
NOTE_RECEIVABLE
NOTE RECEIVABLE | 3 Months Ended |
Nov. 30, 2013 | |
Receivables [Abstract] | ' |
NOTE RECEIVABLE | ' |
On August 15, 2013, the Company executed a Note Receivable for $77,307 for funds that it had advanced to another company owned by the former CEO. The note bears interest at 8% and was to mature in ninety days. During the three months ended November 30, 2013, $38,889 was paid back on this loan. As of November 30, 2013, the note has accrued $5,419 in interest. The repayment terms on this note are currently being renegotiated. |
PREPAIDS_AND_OTHER_CURRENT_ASS
PREPAIDS AND OTHER CURRENT ASSETS | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
PREPAIDS AND OTHER CURRENT ASSETS | ' | ||||||||
Prepaids and other current assets consisted of the following at November 30, 2013: | |||||||||
November 30, | 31-Aug-13 | ||||||||
2013 | |||||||||
Prepaid consulting | $ | 38,725 | $ | 64,824 | |||||
Unamortized original issue discount | 6,850 | 6,762 | |||||||
Deferred financing costs | 3,636 | 8,610 | |||||||
Total prepaids and other current assets | $ | 49,211 | $ | 80,196 | |||||
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
NOTES PAYABLE | ' | ||||||||||||||||
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 November 30, 2013, the note has accrued interest of $4,943. 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. The repayment terms on this note are currently being renegotiated. | |||||||||||||||||
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 is to be amortized over the life of the loan to interest expense. As of November 30, 2013, $16,365 has been amortized to interest expense. As of November 30, 2013, this note is still outstanding and has accrued interest of $6,395. The note is shown net of a debt discount of $419 at November 30, 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 November 30, 2013 this note is still outstanding and has accrued interest of $1,816. The Company recorded a debt discount in the amount of $32,500 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 an initial derivative liability of $49,939 based on the Black Scholes Merton pricing model.. As of November 30, 2013, $24,375 of the debt discount has been amortized to interest expense and the derivative liability was revalued at $35,600. | |||||||||||||||||
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 November 30, 2013 this note is still outstanding and has accrued interest of $815. The Company recorded a debt discount in the amount of $15,500 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 $21,610 based on the Black Scholes Merton pricing model. As of November 30, 2013, $9,455 of the debt discount has been amortized to interest expense and the derivative liability was revalued at $17,286. | |||||||||||||||||
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 March 5, 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 November 30, 2013 this note is still outstanding and has accrued interest of $1,282. | |||||||||||||||||
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 November 30, 2013, the loan was extended with no specific terms of repayment. | |||||||||||||||||
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 November 30, 2013 this note is still outstanding and has become past due. Accrued interest as of November 30, 2013 is $686. On October 15, 2013 the shareholder loaned the Company and additional $8,755. Accrued interest on this loan as of November 30, 2013 is $108. | |||||||||||||||||
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. | |||||||||||||||||
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 May 7, 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 November 30, 2013 this note is still outstanding and has accrued interest of $841. | |||||||||||||||||
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 effective 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 November 30, 2013, $27,349 of the discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $52,576 resulting in a gain on the change in fair value of the derivative. Accrued interest totaled $1,790 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 $33,151 at November 30, 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 effective 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 November 30, 2013, $8,212 of the discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $23,771 resulting in a gain on the change in fair value of the derivative. Accrued interest totaled $814 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 $19,288 at November 30, 2013. | |||||||||||||||||
The Company received its third payment from JMJ towards the loan of $25,000 on September 30, 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 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. | |||||||||||||||||
As of November 30, 2013, $4,596 of the discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $37,947 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $22,904 at November 30, 2013. | |||||||||||||||||
On September 16, 2013, the Company executed a convertible promissory note for $10,000 with Robert Hendrickson. The note bears interest at 10% per annum and is due on or before September 15, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 49% discount to the VWAP price for the ten trading days prior to conversion. The Company recorded a debt discount in the amount of $10,000 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 an initial derivative liability of $18,300 based on the Black Scholes Merton pricing model. As of November 30, 2013, $2,055 of the debt discount has been amortized to interest expense and the derivative liability was revalued at $14,698. The note is shown net of a debt discount of $2,055 at November 30, 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-13 | Additions | Amortization | 30-Nov-13 | |||||||||||||
Asher – 3/20/13 | — | 32,500 | (24,374 | ) | 8,126 | ||||||||||||
Asher – 4/4/13 | — | 15,500 | (9,455 | ) | 6,045 | ||||||||||||
Caspi | $ | 19,480 | $ | — | $ | (19,061 | ) | $ | 419 | ||||||||
Hendrickson – 9/16/13 | — | 10,000 | (2,055 | ) | 7,945 | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (15,084 | ) | 33,150 | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (6,856 | ) | 19,288 | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (4,596 | ) | 22,904 | ||||||||||||
$ | 93,858 | $ | 85,500 | $ | (81,481 | ) | $ | 97,876 | |||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on 11/30/2013 | Change in fair value of Derivative | |||||||||||||
Asher – 3/20/13 | — | 49,939 | 35,600 | (14,339 | ) | ||||||||||||
Asher – 4/4/13 | — | 21,610 | 17,286 | (4,324 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | 14,968 | (3,332 | ) | ||||||||||||
JMJ – 6/19/13 | $ | 102,245 | $ | — | $ | 52,576 | $ | (49,669 | ) | ||||||||
JMJ – 8/14/13 | 46,625 | — | 23,771 | (22,854 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 37,948 | (32,442 | ) | ||||||||||||
$ | 148,870 | $ | 160,239 | $ | 182,149 | $ | (126,960 | ) | |||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 30-Nov-13 | |||||||||||||
JMJ – 6/19/13 | $ | 4,385 | $ | — | $ | (1,371 | ) | $ | 3,014 | ||||||||
JMJ – 8/14/13 | 2,377 | — | (623 | ) | 1,754 | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (418 | ) | 2,082 | ||||||||||||
$ | 6,762 | $ | 2,500 | $ | (2,412 | ) | $ | 6,850 | |||||||||
STOCK_WARRANTS
STOCK WARRANTS | 3 Months Ended | ||||||||||||||
Nov. 30, 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, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Issued | — | — | — | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, November 30, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Exercisable, November 30, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Range of Exercise Prices | Number Outstanding at 11/30/13 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
$0.20 - $2.00 | 65,625 | 2.7 years | $ | 0.63 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Nov. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
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 | |
On May 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 was due November 30, 2013. As of November 30, 2013 the due date on the note was extended to February 28, 2014. Total accrued interest on the note is $11,184. | |
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 November 30, 2013 this note is still outstanding and is now past due. Accrued interest as of November 30, 2013 is $686. On October 15, 2013 the shareholder loaned the Company and additional $8,755. Accrued interest on this loan as of November 30, 2013 is $108. | |
During the three months ended November 30, 2013, shareholders advanced the Company $5,300. The loan accrues interest at 8% per annum and is due on demand. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Nov. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
As of November 30, 2013, the Company has a working capital deficit of $941,028, limited revenue and an accumulated deficit of $1,615,230. 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, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
Subsequent to November 30, 2013, the Company sold 1,333,333 shares of common stock to its CEO for cash proceeds of $20,000. | |
Subsequent to November 30, 2013, the Company converted $12,500 of the amount due to Asher Enterprises into 3,076,923 shares of common stock. | |
Effective December 1, 2013, Pamela McKeown resigned as our Chief Financial Officer. Going forward, our current President and CEO, Scott Plantinga, will also serve as our Chief Financial Officer. Ms. McKeown will continue to serve the company as Controller. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent November 30, 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) | 3 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Business | ' | ||||||||||||||||
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 also offer a line of ‘Stationary” Energy Storage systems for residential application as well as commercial and light industrial applications. Both the stationary and portable solar power generators will be under our Company brand name, Charge! Energy Storage. | |||||||||||||||||
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-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.” 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 unaudited 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. Operating results for the interim period ended November 30, 2013 are not necessarily indicative of the results that can be expected for the full year. The Company has adopted an August 31 year end. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
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, 2013 and August 31, 2013. | |||||||||||||||||
Basic Loss per Share | ' | ||||||||||||||||
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 November 30, 2013 and August 31, 2013. | |||||||||||||||||
Concentrations of Credit Risk | ' | ||||||||||||||||
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. | |||||||||||||||||
Inventories | ' | ||||||||||||||||
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 | ' | ||||||||||||||||
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 | ' | ||||||||||||||||
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, 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, 2013. | |||||||||||||||||
Level I | Level II | Level III | Fair Value | ||||||||||||||
Derivative liability | $ | — | $ | 182,149 | $ | — | $ | 182,149 | |||||||||
Stock-Based Compensation | ' | ||||||||||||||||
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 year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. As of November 30, 2013 a total of $428,724 has been expensed, and $38,724 remains in prepaid consulting. | |||||||||||||||||
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 | |||||||||||||||||
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 and August 31, 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 | ' | ||||||||||||||||
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. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
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. |
PREPAIDS_AND_OTHER_CURRENT_ASS1
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Prepaids and Other Current Assets | ' | ||||||||
November 30, | 31-Aug-13 | ||||||||
2013 | |||||||||
Prepaid consulting | $ | 38,725 | $ | 64,824 | |||||
Unamortized original issue discount | 6,850 | 6,762 | |||||||
Deferred financing costs | 3,636 | 8,610 | |||||||
Total prepaids and other current assets | $ | 49,211 | $ | 80,196 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Changes in Debt Discount | ' | ||||||||||||||||
Debt Discount | 31-Aug-13 | Additions | Amortization | 30-Nov-13 | |||||||||||||
Asher – 3/20/13 | — | 32,500 | (24,374 | ) | 8,126 | ||||||||||||
Asher – 4/4/13 | — | 15,500 | (9,455 | ) | 6,045 | ||||||||||||
Caspi | $ | 19,480 | $ | — | $ | (19,061 | ) | $ | 419 | ||||||||
Hendrickson – 9/16/13 | — | 10,000 | (2,055 | ) | 7,945 | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (15,084 | ) | 33,150 | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (6,856 | ) | 19,288 | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (4,596 | ) | 22,904 | ||||||||||||
$ | 93,858 | $ | 85,500 | $ | (81,481 | ) | $ | 97,876 | |||||||||
Changes in Derivative Liabilities | ' | ||||||||||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on 11/30/2013 | Change in fair value of Derivative | |||||||||||||
Asher – 3/20/13 | — | 49,939 | 35,600 | (14,339 | ) | ||||||||||||
Asher – 4/4/13 | — | 21,610 | 17,286 | (4,324 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | 14,968 | (3,332 | ) | ||||||||||||
JMJ – 6/19/13 | $ | 102,245 | $ | — | $ | 52,576 | $ | (49,669 | ) | ||||||||
JMJ – 8/14/13 | 46,625 | — | 23,771 | (22,854 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 37,948 | (32,442 | ) | ||||||||||||
$ | 148,870 | $ | 160,239 | $ | 182,149 | $ | (126,960 | ) | |||||||||
Changes In Original Issue Discounts | ' | ||||||||||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 30-Nov-13 | |||||||||||||
JMJ – 6/19/13 | $ | 4,385 | $ | — | $ | (1,371 | ) | $ | 3,014 | ||||||||
JMJ – 8/14/13 | 2,377 | — | (623 | ) | 1,754 | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (418 | ) | 2,082 | ||||||||||||
$ | 6,762 | $ | 2,500 | $ | (2,412 | ) | $ | 6,850 |
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 3 Months Ended | ||||||||||||||
Nov. 30, 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, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Issued | — | — | — | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, November 30, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Exercisable, November 30, 2013 | 65,625 | $ | 0.63 | $ | 0.23 | ||||||||||
Schedule Of Stockholders Equity Warrants Changes | ' | ||||||||||||||
Range of Exercise Prices | Number Outstanding at 11/30/13 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
$0.20 - $2.00 | 65,625 | 2.7 years | $ | 0.63 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | |||
Nov. 30, 2013 | Nov. 30, 2012 | Aug. 31, 2013 | Jul. 18, 2011 | |
Date of Incorporation | 2-May-11 | ' | ' | ' |
Fiscal Year End | '--08-31 | ' | ' | ' |
Common Stock, Issued | 34,313,114 | ' | 34,313,114 | 10,000,000 |
Membership Interest Acquired in SOI Nevada, LLC | ' | ' | ' | 100 |
Derivative liability | $182,149 | ' | $148,870 | ' |
Common shares issued for services, shares | 3,157,750 | ' | ' | ' |
Common shares issued for services, amount | 467,448 | 25,000 | ' | ' |
Prepaid consulting expense | 402,624 | ' | ' | ' |
Prepaid consulting | 38,724 | ' | ' | ' |
Level II | ' | ' | ' | ' |
Derivative liability | 148,870 | ' | ' | ' |
Fair Value | ' | ' | ' | ' |
Derivative liability | $148,870 | ' | ' | ' |
NOTE_RECEIVABLE_Details_Narrat
NOTE RECEIVABLE (Details Narrative) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Receivables [Abstract] | ' | ' |
Other receivable related party | $38,418 | $77,307 |
Date entered into Note | ' | 15-Aug-13 |
Interest Rate | ' | 8.00% |
Maturity Date | ' | 'P90D |
Interest receivable related party | $5,419 | $2,612 |
PREPAIDS_AND_OTHER_CURRENT_ASS2
PREPAIDS AND OTHER CURRENT ASSETS - Prepaids and Other Current Assets (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Prepaid consulting | $38,725 | $64,824 |
Unamortized original issue discount | 6,850 | 6,762 |
Deferred financing costs | 3,636 | 8,610 |
Total prepaids and other current assets | $49,211 | $80,196 |
NOTES_PAYABLE_Changes_in_Debt_
NOTES PAYABLE - Changes in Debt Discount (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Jun. 19, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Aug. 14, 2013 | Nov. 30, 2013 | Sep. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 |
Asher Loan | Asher Loan 2 | Caspi | Caspi | Convert Prom Hendrickson | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 3 | JMJ Loan 3 | Debt Discount Totals | Debt Discount Totals | |||
Debt Discount, unamortized | $97,876 | $93,858 | $32,500 | $15,500 | ' | ' | $10,000 | ' | ' | $60,500 | ' | ' | $27,500 | $27,500 | $27,500 | $85,500 | ' |
Promissory Note, interest expense | ' | ' | -24,374 | -9,455 | -19,061 | ' | -2,055 | -15,084 | ' | ' | -6,856 | ' | ' | -4,596 | ' | -81,481 | ' |
Debt Discount, amortized | ' | ' | $8,126 | $6,045 | $419 | $19,480 | $7,945 | $33,151 | $48,234 | ' | $19,288 | $26,144 | ' | $22,904 | ' | $97,876 | $93,858 |
NOTES_PAYABLE_Changes_in_Deriv
NOTES PAYABLE - Changes in Derivative Liabilities (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Sep. 16, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Jun. 19, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Aug. 14, 2013 | Nov. 30, 2013 | Sep. 30, 2013 | Nov. 30, 2013 | Aug. 31, 2013 |
Asher Loan | Asher Loan 2 | Convert Prom Hendrickson | Convert Prom Hendrickson | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 3 | JMJ Loan 3 | Derivative Liabilities Totals | Derivative Liabilities Totals | |||
Derivative liability | $182,149 | $148,870 | $49,939 | $21,610 | $18,300 | $18,300 | ' | ' | $75,507 | ' | ' | $62,569 | $70,390 | $70,390 | $160,239 | $148,870 |
Derivative liability, fair value | ' | ' | 35,600 | 17,286 | 14,968 | ' | 52,576 | ' | ' | 23,771 | ' | ' | 37,947 | ' | 182,149 | ' |
Gain (loss) on derivative liability | ' | ' | ($14,339) | ($4,324) | ($3,332) | ' | ($49,669) | $102,245 | ' | ($22,854) | $46,625 | ' | ($32,442) | ' | ($126,960) | ' |
NOTES_PAYABLE_Changes_In_Origi
NOTES PAYABLE - Changes In Original Issue Discounts (Details) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
JMJ Loan 1 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | ($1,371) | ' |
Gain (loss) on original issue discount | 3,014 | 4,385 |
JMJ Loan 2 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | -623 | ' |
Gain (loss) on original issue discount | 1,754 | 2,377 |
JMJ Loan 3 | ' | ' |
Original Issue Discount, value | 2,500 | ' |
Original Issue Discount, amortization | -418 | ' |
Gain (loss) on original issue discount | 2,082 | ' |
Original Issue Discounts Totals | ' | ' |
Original Issue Discount, value | 2,500 | ' |
Original Issue Discount, amortization | -2,412 | ' |
Gain (loss) on original issue discount | $6,850 | $6,762 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||
Nov. 30, 2013 | Nov. 30, 2012 | Oct. 15, 2013 | Aug. 31, 2013 | Jun. 15, 2013 | 31-May-13 | Nov. 30, 2013 | Nov. 26, 2013 | Aug. 31, 2013 | Feb. 27, 2013 | Oct. 12, 2012 | Nov. 30, 2013 | Jun. 12, 2013 | Dec. 03, 2012 | Nov. 30, 2013 | Mar. 20, 2013 | Nov. 30, 2013 | Apr. 04, 2013 | Nov. 30, 2013 | Jun. 03, 2013 | Nov. 30, 2013 | Jun. 15, 2013 | Nov. 30, 2013 | Oct. 15, 2013 | Jun. 19, 2013 | Nov. 30, 2013 | Aug. 05, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Jun. 19, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Aug. 14, 2013 | Nov. 30, 2013 | Sep. 30, 2013 | Nov. 30, 2013 | Sep. 16, 2013 | |
Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Individual 2 | Promissory Note Individual 2 | Promissory Note Individual 2 | Promissory Note Investor | Promissory Note Investor | Promissory Note Investor 2 | Promissory Note Investor 2 | Promissory Note Investor 3 | Promissory Note Investor 3 | Promissory Note Shareholder 1 | Promissory Note Shareholder 1 | Promissory Note Shareholder 2 | Promissory Note Shareholder 2 | Convert Prom Note JMJ | Promissory Note Investor 4 | Promissory Note Investor 4 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 2 | JMJ Loan 3 | JMJ Loan 3 | Convert Prom Hendrickson | Convert Prom Hendrickson | |||||||
Promissory Note, amount | ' | ' | $8,755 | ' | $15,000 | $289,998 | ' | ' | ' | $33,850 | $20,000 | ' | $15,000 | $125,000 | ' | $32,500 | ' | $15,500 | ' | $32,500 | ' | $15,000 | ' | $8,755 | $300,000 | ' | $32,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 |
Promissory Note, interest rate | ' | ' | ' | ' | 10.00% | 5.00% | ' | ' | ' | 18.00% | 18.00% | ' | ' | 5.00% | ' | 8.00% | ' | 8.00% | ' | 8.00% | ' | 10.00% | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | 16,365 | ' | ' | 24,375 | ' | 17,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,084 | ' | ' | -6,856 | ' | ' | -4,596 | ' | -2,055 | ' |
Promissory Note, due date | ' | ' | ' | ' | ' | ' | ' | 15-Dec-13 | ' | 26-Aug-13 | 10-Jan-13 | ' | ' | 30-Nov-13 | ' | 26-Dec-13 | ' | 8-Jan-14 | ' | 5-Mar-14 | ' | 12-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | 15,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | ' | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'P3Y | ' | ' | ' | 'P5Y | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid in capital | 639,889 | ' | ' | 639,889 | ' | ' | ' | ' | 3,690 | 3,690 | ' | ' | ' | 16,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | -81,482 | ' | ' | ' | ' | ' | 18,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 31,482 | ' | ' | 19,990 | ' | ' | ' | ' | 4,943 | ' | ' | 6,395 | ' | ' | 1,816 | ' | 815 | ' | 1,282 | ' | 686 | ' | 108 | ' | ' | 841 | ' | 1,790 | ' | ' | 814 | ' | ' | ' | ' | ' | ' |
Debt Discount | 97,876 | ' | ' | 93,858 | ' | ' | ' | ' | ' | ' | ' | 419 | ' | ' | ' | ' | 9,455 | 15,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,500 | ' | ' | 27,500 | 27,500 | 27,500 | 10,000 | ' |
Debt Discount, amortized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,151 | 48,234 | ' | 19,288 | 26,144 | ' | 22,904 | ' | 7,945 | ' |
Promissory Note, conversion feature value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | ' | 60,000 | ' | 32,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | ' | ' | ' | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, convertible feature discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | 49.00% | ' | 49.00% | ' | ' | ' | ' | 60.00% | ' | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% |
Promissory Note, convertible feature period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'P180D | ' | 'P180D | ' | 'P180D | ' | ' | ' | ' | ' | ' | 'P180D | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lender Fee paid | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Loan payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | 25,000 | ' | 25,000 | ' | ' |
Promissory Note, original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | 182,149 | ' | ' | 148,870 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,600 | 49,939 | ' | 21,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,507 | ' | ' | 62,569 | 70,390 | 70,390 | 18,300 | 18,300 |
Derivative liability, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $52,576 | ' | ' | $23,771 | ' | ' | $37,947 | ' | $14,968 | ' |
STOCK_WARRANTS_Schedule_Of_Sto
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants (Details) (USD $) | Aug. 31, 2013 |
Notes to Financial Statements | ' |
Beginning Balance, Shares available to purchase with warrants | 65,625 |
Beginning Balance, Weighted Average Price | $0.63 |
Beginning Balance, 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 $) | 3 Months Ended |
Nov. 30, 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 | 'P3Y54D |
Weighted Average Exercise Price | $0.63 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | ||||
Nov. 30, 2013 | Oct. 15, 2013 | Jun. 15, 2013 | 31-May-13 | 8-May-13 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Promissory Note, amount | ' | $8,755 | $15,000 | $289,998 | ' |
Promissory Note, interest rate | ' | ' | 10.00% | 5.00% | ' |
Interest accrued | ' | 108 | 686 | 11,184 | ' |
Due Date | ' | ' | 15-Sep-13 | 28-Feb-14 | ' |
Common Shares Issued For Services, Shares | ' | ' | ' | ' | 99,996 |
Common Stock Stated Value Per Share | ' | ' | ' | ' | $0.09 |
Common Shares Issued For Services, Amount | ' | ' | ' | ' | 9,250 |
Advances from shareholders | $5,300 | ' | ' | ' | ' |
Advances for shareholders, interest rate | 8.00% | ' | ' | ' | ' |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Total Stockholders Deficit | ($941,028) | ($737,411) |
Accumulated deficit | $1,615,230 | $1,411,613 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 3 Months Ended |
Nov. 30, 2013 | |
Common Shares Issued For Cash, Shares | 1,333,333 |
Common Shares Issued For Cash, Amount | $20,000 |
Asher Promissory Note | ' |
Common Shares Converted, Shares | 3,076,923 |
Common Shares Converted, Amount | $12,500 |