Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2014 | Apr. 15, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'IDS Industries, Inc. | ' |
Entity Central Index Key | '0001533455 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Feb-14 | ' |
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 | ' | 95,051,393 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Current Assets: | ' | ' |
Cash | $1,549 | $1,960 |
Accounts receivable, net of allowance of $4,950 | 8,324 | 4,950 |
Prepaids and other current assets | 47,169 | 80,196 |
Inventory | 32,682 | 32,682 |
Other receivable - related party | 37,543 | 77,307 |
Interest receivable - related party | 6,172 | 2,612 |
Total Assets | 133,439 | 199,707 |
Current Liabilities: | ' | ' |
Cash overdraft | ' | 12,413 |
Accounts payable | 189,700 | 159,596 |
Derivative liability | 931,220 | 148,870 |
Accured compensation | 89,351 | ' |
Accrued expenses | 14,442 | 10,159 |
Accrued interest | 41,189 | 19,990 |
Convertible notes payable, net of discount of $119,381 and $93,858, respectively | 229,799 | 265,992 |
Notes payable - related party | 290,748 | 290,098 |
Other notes payable | 84,855 | 30,000 |
Total Current Liabilities | 1,871,304 | 937,118 |
Total Liabilities | 1,871,304 | 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, 67,730,224 and 34,313,114 shares issued and outstanding, respectively | 67,730 | 34,313 |
Additional paid in capital | 923,656 | 639,889 |
Deferred stock compensation | -54,565 | ' |
Accumulated deficit | -2,674,686 | -1,411,613 |
Total Stockholders Deficit | -1,737,865 | -737,411 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $133,439 | $199,707 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2014 | 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 | 67,730,224 | 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 | $119,381 | $93,858 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $3,374 | $12,830 | $3,374 | $16,830 |
Cost of revenue | ' | 19,424 | ' | 37,379 |
Gross margin | 3,374 | -6,594 | 3,374 | -20,549 |
Operating expenses: | ' | ' | ' | ' |
Professional fees | 20,089 | 43,651 | 45,583 | 79,049 |
Stock-based compensation expense | 124,060 | ' | 124,060 | ' |
Salaries and wages | 109,554 | 65,619 | 195,287 | 107,604 |
Marketing and advertising | 20,767 | ' | 44,617 | ' |
General and administrative | 7,002 | 444,450 | 37,281 | 496,841 |
Total operating expenses | 281,472 | 553,630 | 446,828 | 683,494 |
Loss from operations | -278,098 | -560,224 | -443,454 | -704,043 |
Other income and (expense): | ' | ' | ' | ' |
Interest expense | -24,205 | -5,332 | -36,102 | -5,868 |
Amortization of debt discount | -99,264 | ' | -180,746 | ' |
Change in fair value of derivative liability | -476,402 | ' | -349,352 | ' |
Derivative expense | -163,669 | ' | -238,408 | ' |
Loss on extinguishment of debt | -18,571 | ' | -18,571 | ' |
Interest income | 753 | ' | 3,560 | ' |
Total other income (expense) | -781,358 | -5,332 | -819,619 | -5,868 |
Loss before provision for income taxes | -1,059,456 | -565,556 | -1,263,073 | -709,911 |
Provision for income taxes | ' | ' | ' | ' |
Net Loss | ($1,059,456) | ($565,556) | ($1,263,073) | ($709,911) |
Loss per share: Basic and diluted | ($0.02) | ($0.05) | ($0.03) | ($0.09) |
Weighted average shares outstanding: basic and diluted | 47,395,249 | 11,460,593 | 40,818,043 | 7,987,145 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($1,263,073) | ($709,911) | ' |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' | ' |
Common stock for services | 44,585 | 416,000 | 467,448 |
Deemed dividend | ' | 51,621 | ' |
Treasury stock | ' | 20,351 | ' |
Change in fair value of derivatives | 349,352 | ' | ' |
Amortization of discounts | 180,746 | ' | ' |
Derivative expense | 238,408 | ' | ' |
Change in assets and liabilities: | ' | ' | ' |
Increase in accounts receivable | -3,374 | ' | ' |
Increase in inventory | ' | -31,269 | ' |
(Increase) Decrease in prepaids and other current assets | 25,712 | -96,667 | ' |
Increase in interest receivable - related party | -3,560 | ' | ' |
Increase in accounts payable | 17,691 | 135,906 | ' |
Increase in customer deposits | ' | 1,075 | ' |
Increase (decrease) in accrued expenses | 127,277 | -64,021 | ' |
Net cash used in operating activities | -188,190 | -276,915 | ' |
Cash flows from investing activities | ' | ' | ' |
Increase (decrease) in note receivable - related party | 39,764 | -81,906 | ' |
Property and equipment | ' | 10,080 | ' |
Net cash provided by (used) in investing activities | 39,764 | -71,826 | ' |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from convertible debt | 105,000 | ' | ' |
Payments on convertible debt | -2,500 | ' | ' |
Loan/repayment of shareholder loan | ' | -2,100 | ' |
Increase in note payable - related party | 650 | 183,598 | ' |
Increase in other notes payable | 24,855 | 147,117 | ' |
Proceeds from the sale of common stock | 20,000 | 5,998 | ' |
Net cash provided by financing activities | 148,005 | 334,613 | ' |
Net increase (decrease) in cash | -411 | -14,128 | ' |
Cash at beginning of period | 1,960 | 15,140 | 15,140 |
Cash at end of period | 1,549 | 1,012 | 1,960 |
Supplemental Cash Flow Information: | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for taxes | ' | ' | ' |
Non-Cash Investing and Financing Information: | ' | ' | ' |
Common stock issued for conversion od debt | $103,415 | ' | ' |
Issuance of common stock warrants in connection with debt | 11,763 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
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, 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. | |||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | |||||||||||||||||
On February 6, 2014, the Company formed Propel Management Group, Inc. a new wholly owned subsidiary. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the six months ended February 28, 2014 are not necessarily indicative of the results for the full fiscal year. For further information refer to the financial statements and notes included in the Company’s Form 10-K for the year ended August 31, 2013. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of IDS Industries, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2014 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 February 28, 2014 and 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 February 28, 2014. | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | — | $ | 931,220 | $ | — | $ | 931,220 | |||||||||
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 February 28, 2014 a total of $452,258 has been expensed, and $15,190 remains in deferred stock compensation expense. During the six months ended February 28, 2014, the Company issued 3,770,000 shares of common stock valued at $44,585 to non-employees. As of February 28, 2014 a total of $5,210 has been expensed, and $39,375 remains in deferred stock compensation expense. | |||||||||||||||||
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. During the six months ended February 28, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO. | |||||||||||||||||
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 February 28, 2014 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 | |||||||||||||||||
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 | 6 Months Ended |
Feb. 28, 2014 | |
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 six months ended February 28, 2014, $39,764 was paid back on this loan. As of February 28, 2014, the note has accrued $6,172 in interest. The repayment terms on this note are currently being renegotiated. |
PREPAIDS_AND_OTHER_CURRENT_ASS
PREPAIDS AND OTHER CURRENT ASSETS | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
PREPAIDS AND OTHER CURRENT ASSETS | ' | ||||||||
Prepaid expenses and other current assets consisted of the following at: | |||||||||
28-Feb-14 | 31-Aug-13 | ||||||||
Prepaid consulting | $ | — | $ | 64,824 | |||||
Unamortized original issue discount | 9,216 | 6,762 | |||||||
Deferred financing costs | 37,953 | 8,610 | |||||||
Total prepaid expenses and other current assets | $ | 47,169 | $ | 80,196 |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Feb. 28, 2014 | |
Debt Disclosure [Abstract] | ' |
NOTES PAYABLE | ' |
On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. Subsequent to February 28, 2014, 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 February 28, 2014 this note is still outstanding, is now past due and has accrued interest is $1,056. On October 15, 2013 the shareholder loaned the Company an additional $8,755. Accrued interest on this loan as of February 28, 2014 is $324. | |
As of February 28, 2014, the Company owed various shareholders $14,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. |
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended |
Feb. 28, 2014 | |
Debt Disclosure [Abstract] | ' |
NOTES PAYABLE | ' |
On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. Subsequent to February 28, 2014, 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 February 28, 2014 this note is still outstanding, is now past due and has accrued interest is $1,056. On October 15, 2013 the shareholder loaned the Company an additional $8,755. Accrued interest on this loan as of February 28, 2014 is $324. | |
As of February 28, 2014, the Company owed various shareholders $14,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. |
COMMON_STOCK_TRANSACTIONS
COMMON STOCK TRANSACTIONS | 6 Months Ended |
Feb. 28, 2014 | |
Equity [Abstract] | ' |
COMMON STOCK TRANSACTIONS | ' |
On May 8, 2013, the Company issued 99,996 shares of common stock to its former 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 December 10, 2013, the company sold 1,333,333 to its CEO for total cash proceeds of $20,000. | |
On December 20, 2014, the Company issued a total of 2,857,143 shares of common stock to Argent Offset, LLC. in conversion of $20,000, (see Note 4). | |
On February 7, 2014, Company issued 6,500,000 shares of common stock to its CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250. | |
During the six months ended February 28, 2014, the Company issued a total of 12,756,637 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $64,120 (see Note 4). | |
During the six months ended February 28, 2014, the Company issued a total of 4,200,000 shares of common stock to JMJ Financial in conversion of total principal and interest of $19,295 (see Note 4). | |
During the six months ended February 28, 2014, the Company issued a total of 5,770,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance, for a total expense of $42,810. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 28, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
On May 8, 2013, the Company issued 99,996 shares of common stock to its former 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 December 10, 2013, the company sold 1,333,333 to its CEO for total cash proceeds of $20,000. | |
On February 7, 2014, Company issued 6,500,000 shares of common stock to its CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250. | |
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 February 28, 2014 the due date on the note was extended with no specific terms. Total accrued interest on the note is $14,757. | |
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 February 28, 2014 this note is still outstanding and is now past due. Accrued interest as of February 28, 2014 is $1,056. On October 15, 2013 the shareholder loaned the Company and additional $8,755. Accrued interest on this loan as of February 28, 2014 is $324. | |
As of February 28, 2014, the Company owed various shareholders $14,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. |
SIGNIFICANT_EVENTS
SIGNIFICANT EVENTS | 6 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | ' |
SIGNIFICANT EVENTS | ' |
On February 6, 2014, our newly-formed subsidiary, Propel Management Group, Inc., entered into a Master Services Agreement (the “Agreement”) with Californians for Marijuana Legalization and Control (CMLC). Under the Agreement, we will be responsible for overseeing a fundraising effort through telemarketing, e-mail and online to support passage in California of the proposed Marijuana Control, Legalization, and Revenue Act of 2014. In addition, we shall coordinate the gathering of signatures for petitions to place the proposed Act on the ballot in California. We are to be compensated at a rate of $2.75 per petition signature gathered before March 24, 2014 and $3.75 per signature gathered thereafter. In addition, we shall be compensated at a rate of 80% of all contributions generated up to $100,000, 60% of the second $100,000 in contributions, and 43% of contributions generated thereafter. The Agreement sets targets of $2,000,000 in gross fundraising by April 1, 2014 and an additional $18,000,000 in gross fundraising by November 3, 2014. In addition, the Agreement sets a target of 800,000 signatures by April 24, 2014 to qualify the proposed Act for the California ballot in November. The Agreement contains various additional terms and covenants and should be reviewed in its entirety for additional information. |
GOING_CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
As of February 28, 2014, the Company has a working capital deficit of $1,737,865, limited revenue and an accumulated deficit of $2,674,686. 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 | 6 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to February 28, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described below. | |
Effective February 28, 2014, Anthony Hama resigned as a member of the board of directors. | |
On March 10, 2014, the Company formed Charge! Energy Storage, Inc. a new wholly owned subsidiary. | |
Effective March 31, 2014, Bruce Knoblich resigned as Chairman of the board of directors. | |
Subsequent to February 28, 2014, the Company received $73,000 for the issuance of an 8% Convertible Promissory Note for additional funding from Asher Enterprises. | |
Subsequent to February 28, 2014, the Company received $53,000 for the issuance of an 8% Convertible Promissory Note for additional funding from Asher Enterprises. | |
Subsequent to February 28, 2014, the Company issued 11,091,377 shares of common stock to Asher Enterprises, Inc. in conversion of $53,400 of debt. | |
Subsequent to February 28, 2014, the Company issued 14,229,792 shares of common stock to other various creditors in conversion of $79,313 of debt. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
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, 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. | |||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the six months ended February 28, 2014 are not necessarily indicative of the results for the full fiscal year. For further information refer to the financial statements and notes included in the Company’s Form 10-K for the year ended August 31, 2013. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
The consolidated financial statements include the accounts of IDS Industries, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2014 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 February 28, 2014 and 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 February 28, 2014. | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | — | $ | 931,220 | $ | — | $ | 931,220 | |||||||||
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 February 28, 2014 a total of $452,258 has been expensed, and $15,190 remains in deferred stock compensation expense. During the six months ended February 28, 2014, the Company issued 3,770,000 shares of common stock valued at $44,585 to non-employees. As of February 28, 2014 a total of $5,210 has been expensed, and $39,375 remains in deferred stock compensation expense. | |||||||||||||||||
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. During the six months ended February 28, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO. | |||||||||||||||||
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 February 28, 2014 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 | ' | ||||||||||||||||
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) | 6 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Prepaids and Other Current Assets | ' | ||||||||
28-Feb-14 | 31-Aug-13 | ||||||||
Prepaid consulting | $ | — | $ | 64,824 | |||||
Unamortized original issue discount | 9,216 | 6,762 | |||||||
Deferred financing costs | 37,953 | 8,610 | |||||||
Total prepaid expenses and other current assets | $ | 47,169 | $ | 80,196 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 6 Months Ended | ||||||||||||||||
Feb. 28, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Changes in Debt Discount | ' | ||||||||||||||||
Debt Discount | 31-Aug-13 | Additions | Amortization | 28-Feb-14 | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 32,500 | (32,500 | ) | $ | — | |||||||||
Asher – 4/4/13 | — | 15,500 | (15,500 | ) | — | ||||||||||||
Asher – 6/3/13 | — | 32,500 | (29,635 | ) | 2,865 | ||||||||||||
Asher – 8/5/13 | — | 32,500 | (9,100 | ) | 23,400 | ||||||||||||
Caspi | 19,480 | — | (19,480 | ) | — | ||||||||||||
Hendrickson – 9/16/13 | — | 10,000 | (4,521 | ) | 5,479 | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (33,620 | ) | 14,614 | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (13,712 | ) | 12,432 | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (11,452 | ) | 16,048 | ||||||||||||
GCEF Oppurtunity | — | 11,769 | (6,338 | ) | 5,431 | ||||||||||||
Finiks – 1/21/14 | — | 22,000 | (4,644 | ) | 17,356 | ||||||||||||
Finiks – 2/26/14 | — | 22,000 | (244 | ) | 21,756 | ||||||||||||
$ | 93,858 | $ | 206,269 | $ | (180,746 | ) | $ | 119,381 | |||||||||
Changes in Derivative Liabilities | ' | ||||||||||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on 2/28/14 | Change in fair value of Derivative | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 49,939 | $ | — | $ | (49,939 | ) | ||||||||
Asher – 4/4/13 | — | 21,610 | — | (21,610 | ) | ||||||||||||
Asher – 6/3/13 | — | 34,945 | 78,028 | 43,083 | |||||||||||||
Asher – 8/5/13 | — | 155,554 | 138,269 | (17,285 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | 25,266 | 6,966 | |||||||||||||
JMJ – 6/19/13 | 102,245 | — | 241,878 | 139,633 | |||||||||||||
JMJ – 8/14/13 | 46,625 | — | 137,189 | 90,564 | |||||||||||||
JMJ – 9/30/13 | — | 70,390 | 138,639 | 68,249 | |||||||||||||
Finiks – 1/21/14 | — | 34,965 | 85,201 | 50,236 | |||||||||||||
Finiks – 2/26/14 | — | 47,295 | 86,750 | 39,455 | |||||||||||||
$ | 148,870 | $ | 432,998 | $ | 931,220 | $ | 349,352 | ||||||||||
Changes In Original Issue Discounts | ' | ||||||||||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 28-Feb-14 | |||||||||||||
JMJ – 6/19/13 | $ | 4,385 | $ | — | $ | (2,727 | ) | $ | 1,658 | ||||||||
JMJ – 8/14/13 | 2,377 | — | (1,240 | ) | 1,137 | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (1,034 | ) | 1,466 | ||||||||||||
GCEF Opportunity | — | 3,000 | (1,600 | ) | 1,400 | ||||||||||||
Finiks – 1/21/14 | — | 2,000 | (422 | ) | 1,578 | ||||||||||||
Finiks – 2/26/14 | — | 2,000 | (22 | ) | 1,978 | ||||||||||||
$ | 6,762 | $ | 9,500 | $ | (7,045 | ) | $ | 9,217 |
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 6 Months Ended | ||||||||||||||
Feb. 28, 2014 | |||||||||||||||
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 | $ | 0.06 | $ | 0.03 | ||||||||||
Issued | 1,000,000 | — | 0.018 | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, February 28, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Exercisable, February 28, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Schedule Of Stockholders Equity Warrants Changes | ' | ||||||||||||||
Range of Exercise Prices | Number Outstanding at 2/28/14 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
$0.20 - $2.00 | 1,065,625 | 5.6 years | $ | 0.06 | |||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | Jul. 18, 2011 | |
Date of Incorporation | 2-May-11 | ' | ' | ' |
Fiscal Year End | '--08-31 | ' | ' | ' |
Common Stock, Issued | 67,730,224 | ' | 34,313,114 | 10,000,000 |
Membership Interest Acquired in SOI Nevada, LLC | ' | ' | ' | 100 |
Cash | $0 | ' | $0 | ' |
Derivative liability | 931,220 | ' | 148,870 | ' |
Common shares issued for services, shares | 37,770,000 | ' | 3,157,750 | ' |
Common shares issued for services, amount | 44,585 | 416,000 | 467,448 | ' |
Prepaid consulting expense | 5,210 | ' | 452,258 | ' |
Deferred stock compensation expense | 39,375 | ' | 15,190 | ' |
Common shares issued to CEO, shares | 65,000,000 | ' | ' | ' |
Common shares issued to CEO, value | 81,250 | ' | ' | ' |
Level II | ' | ' | ' | ' |
Derivative liability | 931,220 | ' | ' | ' |
Fair Value | ' | ' | ' | ' |
Derivative liability | $931,220 | ' | ' | ' |
NOTE_RECEIVABLE_Details_Narrat
NOTE RECEIVABLE (Details Narrative) (USD $) | 6 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | |
Receivables [Abstract] | ' | ' | ' |
Other receivable related party | $37,543 | ' | $77,307 |
Date entered into Note | ' | ' | 15-Aug-13 |
Interest Rate | ' | ' | 8.00% |
Maturity Date | ' | ' | '90 days |
Amount paid back | 39,764 | -81,906 | ' |
Interest receivable related party | $6,172 | ' | $2,612 |
PREPAIDS_AND_OTHER_CURRENT_ASS2
PREPAIDS AND OTHER CURRENT ASSETS - Prepaids and Other Current Assets (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Prepaid consulting | ' | $64,824 |
Unamortized original issue discount | 9,216 | 6,762 |
Deferred financing costs | 37,953 | 8,610 |
Total prepaids and other current assets | $47,169 | $80,196 |
NOTES_PAYABLE_Changes_in_Debt_
NOTES PAYABLE - Changes in Debt Discount (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Debt Discount, unamortized | $119,381 | $93,858 |
Asher Loan | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -32,500 | ' |
Debt Discount, amortized | ' | ' |
Asher Loan 2 | ' | ' |
Debt Discount, unamortized | 15,500 | ' |
Promissory Note, interest expense | -15,500 | ' |
Debt Discount, amortized | ' | ' |
Asher Loan 3 | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -29,635 | ' |
Debt Discount, amortized | 2,865 | ' |
Asher Loan 4 | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -9,100 | ' |
Debt Discount, amortized | 23,400 | ' |
Caspi | ' | ' |
Promissory Note, interest expense | -19,480 | ' |
Debt Discount, amortized | ' | 19,480 |
Finiks Loan | ' | ' |
Debt Discount, unamortized | 22,000 | ' |
Promissory Note, interest expense | -4,644 | ' |
Debt Discount, amortized | 17,356 | ' |
Finiks Loan 2 | ' | ' |
Debt Discount, unamortized | 22,000 | ' |
Promissory Note, interest expense | -244 | ' |
Debt Discount, amortized | 21,756 | ' |
GCEF Oppurtunity | ' | ' |
Debt Discount, unamortized | 11,769 | ' |
Promissory Note, interest expense | -6,338 | ' |
Debt Discount, amortized | 5,431 | ' |
Convert Prom Hendrickson | ' | ' |
Debt Discount, unamortized | 5,479 | ' |
Debt Discount, amortized | 4,521 | ' |
JMJ Loan 1 | ' | ' |
Debt Discount, unamortized | 12,432 | ' |
Debt Discount, amortized | ' | 48,234 |
JMJ Loan 2 | ' | ' |
Debt Discount, unamortized | 16,048 | ' |
Promissory Note, interest expense | -13,712 | ' |
Debt Discount, amortized | 11,452 | 26,144 |
Debt Discount Totals | ' | ' |
Debt Discount, unamortized | 206,269 | ' |
Promissory Note, interest expense | 180,746 | ' |
Debt Discount, amortized | $119,381 | $93,858 |
NOTES_PAYABLE_Changes_in_Deriv
NOTES PAYABLE - Changes in Derivative Liabilities (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Jun. 19, 2013 | Aug. 31, 2013 | Aug. 14, 2013 | Aug. 31, 2013 |
Asher Loan | Asher Loan 2 | Asher Loan 3 | Asher Loan 4 | Finiks Loan | Finiks Loan 2 | Convert Prom Hendrickson | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 3 | Derivative Liabilities Totals | Asher Loan | Asher Loan 2 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | Derivative Liabilities Totals | |||
Derivative liability | $931,220 | $148,870 | $49,939 | ' | $34,945 | $155,554 | $47,295 | $34,965 | $18,300 | ' | ' | ' | $432,998 | ' | ' | ' | $62,569 | ' | $70,390 | $148,870 |
Derivative liability, fair value | ' | ' | ' | ' | 78,028 | 138,269 | 86,750 | 85,201 | 25,266 | 137,189 | 138,639 | ' | 931,220 | ' | 21,610 | ' | ' | ' | ' | ' |
Gain (loss) on derivative liability | ' | ' | ($49,939) | ($21,610) | $43,083 | ($17,285) | $39,455 | $50,236 | $6,966 | $139,633 | $90,564 | $68,249 | $349,352 | ' | ' | $2,245 | ' | $46,625 | ' | ' |
NOTES_PAYABLE_Changes_In_Origi
NOTES PAYABLE - Changes In Original Issue Discounts (Details) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Finiks Loan | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, value | $2,000 | ' |
Original Issue Discount, amortization | -422 | ' |
Gain (loss) on original issue discount | 1,578 | ' |
Finiks Loan 2 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, value | 2,000 | ' |
Original Issue Discount, amortization | -22 | ' |
Gain (loss) on original issue discount | 1,978 | ' |
GCEF Oppurtunity | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, value | 3,000 | ' |
Original Issue Discount, amortization | -1,600 | ' |
Gain (loss) on original issue discount | 1,400 | ' |
JMJ Loan 1 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | -2,727 | ' |
Gain (loss) on original issue discount | 1,658 | 4,385 |
JMJ Loan 2 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | -1,240 | ' |
Gain (loss) on original issue discount | 1,137 | 2,377 |
JMJ Loan 3 | ' | ' |
Original Issue Discount, value | 2,500 | ' |
Original Issue Discount, amortization | -1,034 | ' |
Gain (loss) on original issue discount | 1,466 | ' |
Original Issue Discounts Totals | ' | ' |
Original Issue Discount, value | 9,500 | ' |
Original Issue Discount, amortization | -7,045 | ' |
Gain (loss) on original issue discount | $9,217 | 6,762 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Jan. 22, 2014 | Feb. 04, 2014 | Feb. 28, 2014 | Feb. 26, 2014 | Feb. 28, 2014 | Nov. 26, 2013 | Feb. 27, 2013 | Oct. 12, 2012 | Feb. 28, 2014 | Dec. 03, 2012 | Feb. 28, 2014 | Mar. 20, 2013 | Feb. 28, 2014 | Apr. 04, 2013 | Feb. 28, 2014 | Jun. 03, 2013 | Feb. 28, 2014 | Jun. 19, 2013 | Feb. 28, 2014 | Aug. 05, 2013 | Jun. 19, 2013 | Aug. 14, 2013 | Sep. 16, 2013 | |
JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | Convert Prom Hendrickson | Finiks Promissory Note | Finiks Promissory Note | GCEF Oppurtunity Promissory Note | Finiks Promissory Note 2 | Finiks Promissory Note 2 | 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 Investor | Promissory Note Investor | Promissory Note Investor 2 | Promissory Note Investor 2 | Promissory Note Investor 3 | Promissory Note Investor 3 | Convert Prom Note JMJ | Convert Prom Note JMJ | Promissory Note Investor 4 | Promissory Note Investor 4 | JMJ Loan 1 | JMJ Loan 2 | Convert Prom Hendrickson | |||||||
Promissory Note, amount | ' | ' | ' | ' | ' | $289,998 | ' | ' | ' | ' | ' | ' | $100,000 | $33,000 | ' | $20,000 | ' | ' | $33,850 | $20,000 | ' | $125,000 | ' | $32,500 | ' | $15,500 | ' | $32,500 | ' | $300,000 | ' | $32,500 | ' | ' | $10,000 |
Promissory Note, interest rate | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | 10.00% | ' | ' | 18.00% | 18.00% | ' | 5.00% | ' | 8.00% | ' | 8.00% | ' | 8.00% | ' | ' | ' | 8.00% | ' | ' | 10.00% |
Promissory Note, initial amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -13,712 | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | ' | 16,455 | ' | 24,375 | ' | 17,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | 15,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid in capital | 923,656 | ' | 923,656 | ' | 639,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,690 | ' | 3,690 | ' | ' | 16,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | -99,264 | ' | -180,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 41,189 | ' | 41,189 | ' | 19,990 | 14,757 | 3,611 | ' | 3,611 | ' | ' | ' | ' | ' | ' | ' | 6,220 | ' | ' | ' | 8,044 | ' | 1,300 | ' | 620 | ' | 1,923 | ' | 7,944 | ' | 1,482 | ' | ' | ' | ' |
Debt Discount | 119,381 | ' | 119,381 | ' | 93,858 | ' | 12,432 | ' | 16,048 | ' | 5,479 | 17,356 | 22,000 | ' | 21,756 | ' | ' | ' | ' | ' | ' | ' | 8,125 | ' | 6,045 | 15,500 | ' | 32,500 | 14,615 | 60,500 | ' | ' | 27,500 | 27,500 | 10,000 |
Debt Discount, amortized | ' | ' | ' | ' | ' | ' | ' | 48,234 | 11,452 | 26,144 | 4,521 | 4,644 | ' | ' | 244 | ' | ' | ' | ' | ' | ' | ' | ' | 32,500 | ' | ' | 29,635 | ' | 45,885 | ' | ' | ' | ' | ' | ' |
Promissory Note, conversion feature value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | ' | ' | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, convertible feature discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | 49.00% | ' | 49.00% | ' | 40.00% | ' | 49.00% | ' | ' | 49.00% |
Promissory Note, convertible feature period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'P180D | ' | 'P180D | ' | 'P180D | ' | ' | ' | 'P180D | ' | ' | ' |
Lender Fee paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Loan payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 25,000 | ' |
Promissory Note, original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | 10.00% | ' |
Derivative liability | 931,220 | ' | 931,220 | ' | 148,870 | ' | ' | ' | ' | ' | 18,300 | ' | 34,965 | ' | ' | 47,295 | ' | ' | ' | ' | ' | ' | 35,600 | 49,939 | 17,286 | 21,610 | ' | 34,945 | 75,507 | ' | ' | ' | 62,569 | 70,390 | 18,300 |
Derivative liability, fair value | ' | ' | ' | ' | ' | ' | 137,189 | ' | 138,639 | ' | 25,266 | 85,201 | ' | ' | 86,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,028 | ' | 241,878 | ' | ' | ' | ' | ' | ' |
Repayment on note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | ' | ' | ' | ' |
Promissory Note, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | 32,500 | 15,550 | ' | 14,200 | ' | 11,351 | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | 2,857,143 | ' | ' | ' | ' | ' | ' | 6,143,590 | 3,526,087 | ' | 3,086,957 | ' | 4,200,000 | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, non cash expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, issued, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, par value, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Interest rate, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,452 | ' | ' | ' | ' | ' | ' |
Promissory Note, amount still owed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Oct. 15, 2013 | Feb. 28, 2014 |
Promissory Note | Promissory Note 2 | Promissory Note 2 | Various Shareholders | ||||
Promissory Note, amount | ' | ' | $289,998 | $15,000 | $15,000 | $8,755 | $14,100 |
Promissory Note, interest rate | ' | ' | 5.00% | ' | 10.00% | ' | 8.00% |
Loan fee | ' | ' | ' | 5,000 | ' | ' | ' |
Promissory Note, due date | ' | ' | ' | 31-Aug-14 | 15-Sep-13 | ' | ' |
Accrued interest | $41,189 | $19,990 | $14,757 | ' | $1,056 | $324 | ' |
STOCK_WARRANTS_Schedule_Of_Sto
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants (Details) (USD $) | 6 Months Ended |
Feb. 28, 2014 | |
Notes to Financial Statements | ' |
Beginning Balance, Shares available to purchase with warrants | 65,625 |
Beginning Balance, Weighted Average Price | $0.06 |
Beginning Balance, Weighted Average Fair Value | $0.03 |
Issued, Weighted Average Price | $1,000,000 |
Issued, Weighted Average Fair Value | $0.02 |
Ending Balance, Shares available to purchase with warrants | 1,065,625 |
Ending Balance, Weighted Average Price | $0.06 |
Ending Balance, Weighted Average Fair Value | $0.03 |
STOCK_WARRANTS_Schedule_Of_Sto1
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants Changes (Details) (USD $) | 6 Months Ended |
Feb. 28, 2014 | |
Notes to Financial Statements | ' |
Range of Exercise Prices, low | $0.20 |
Range of Exercise Prices, high | $2 |
Number Outstanding | 1,065,625 |
Weighted Average Remaining Contractual Life | '5 years 6 months |
Weighted Average Exercise Price | $0.06 |
STOCK_WARRANTS_Details_Narrati
STOCK WARRANTS (Details Narrative) (USD $) | Feb. 24, 2014 | Feb. 27, 2013 | Nov. 30, 2012 |
Notes to Financial Statements | ' | ' | ' |
Warrants, issued | 1,000,000 | 50,000 | 15,625 |
Aggregate fair value | $11,769 | $2,044 | $16,455 |
COMMON_STOCK_TRANSACTIONS_Deta
COMMON STOCK TRANSACTIONS (Details Narrative) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | Jul. 18, 2011 | Feb. 07, 2014 | 8-May-10 | Dec. 10, 2013 | Dec. 20, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 |
CFO | CFO | CEO | Argent Offset, LLC | Asher Enterprises | JMJ Financial | Stock Issued for Services | ||||
Common stock, issued | 67,730,224 | 34,313,114 | 10,000,000 | 6,500,000 | 99,996 | 1,333,333 | 2,857,142 | 12,756,637 | 4,200,000 | 57,700,000 |
Common stock, par value | $0.00 | $0.00 | ' | $0.01 | $0.09 | ' | ' | ' | ' | ' |
Common stock, expense | ' | ' | ' | $81,250 | $9,250 | ' | ' | ' | ' | $42,810 |
Common stock, cash proceeds | ' | ' | ' | ' | ' | 20,000 | 20,000 | ' | ' | ' |
Principal and interest expense | ' | ' | ' | ' | ' | ' | ' | $64,120 | $19,295 | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 | 31-May-13 | Jul. 18, 2011 | Feb. 07, 2014 | 8-May-10 | Dec. 10, 2013 |
CFO | CFO | CEO | |||||
Common stock, issued | 67,730,224 | 34,313,114 | ' | 10,000,000 | 6,500,000 | 99,996 | 1,333,333 |
Common stock, par value | $0.00 | $0.00 | ' | ' | $0.01 | $0.09 | ' |
Common stock, expense | ' | ' | ' | ' | $81,250 | $9,250 | ' |
Common stock, cash proceeds | ' | ' | ' | ' | ' | ' | 20,000 |
Promissory Note, amount | ' | ' | 289,998 | ' | ' | ' | ' |
Promissory Note, interest rate | ' | ' | 5.00% | ' | ' | ' | ' |
Accrued interest | $41,189 | $19,990 | $14,757 | ' | ' | ' | ' |
SIGNIFICANT_EVENTS_Details_Nar
SIGNIFICANT EVENTS (Details Narrative) (USD $) | Feb. 28, 2014 | Feb. 06, 2014 |
Interger | ||
Subsequent Events [Abstract] | ' | ' |
Compensated rate per petition | ' | 2.75 |
Compensated rate per signature | ' | 3.75 |
Contributions | 60.00% | 80.00% |
Gross funding | ' | $2,000,000 |
Additional gross funding | ' | $18,000,000 |
Targeted number of signatures | ' | 800,000 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Total Stockholders Deficit | ($1,737,865) | ($737,411) |
Accumulated deficit | $2,674,686 | $1,411,613 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 |
Asher Promissory Note | Asher Promissory Note 1 | Various Ceditors | Asher Promissory Note | ||
Common Shares Converted, Shares | ' | ' | ' | 14,229,792 | 11,091,377 |
Common Shares Converted, Amount | ' | ' | ' | $79,313 | $53,400 |
Promissory Note, amount | $289,998 | $73,000 | $53,000 | ' | ' |
Promissory Note, interest rate | 5.00% | 8.00% | 8.00% | ' | ' |