Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Aug. 31, 2014 | Dec. 08, 2014 | Feb. 28, 2013 | |
Document And Entity Information | |||
Entity Registrant Name | Aja Cannafacturing, Inc. | ||
Entity Central Index Key | 1533455 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Aug-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -23 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $5,010,950 | ||
Entity Common Stock, Shares Outstanding | 310,057,913 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Current Assets: | ||
Cash | $43,993 | $1,960 |
Accounts receivable, net of allowance of $8,753 and $4,950, respectively | 8,752 | 4,950 |
Prepaid expenses and other current assets | 88,871 | 80,196 |
Inventory | 32,682 | |
Other receivable, related party | 77,307 | |
Interest receivable, related party | 2,612 | |
Total Current Assets | 141,616 | 199,707 |
Total Assets | 141,616 | 199,707 |
Current Liabilities: | ||
Cash overdraft | 12,413 | |
Accounts payable | 154,178 | 159,596 |
Derivative liability | 558,194 | 148,870 |
Accrued compensation | 52,686 | |
Accrued expenses | 43,483 | 10,159 |
Accrued interest | 26,051 | 19,990 |
Convertible notes payable, net of discount of $174125 and $93,858, respectively | 340,813 | 265,992 |
Notes payable related party net of discount of $244,839 and $0, respectively | 30,135 | 290,098 |
Other notes payable | 52,455 | 30,000 |
Total Current Liabilities | 1,257,995 | 937,118 |
Total Liabilities | 1,257,995 | 937,118 |
STOCKHOLDERS DEFICIT: | ||
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding | ||
Common stock, $.001 par value, 500,000,000 common shares authorized, 127,184,335 and 34,313,114 shares issued and outstanding, respectively | 127,184 | 34,313 |
Additional paid in capital | 1,555,834 | 639,889 |
Accumulated deficit | -2,799,397 | -1,411,613 |
Total Stockholders Deficit | -1,116,379 | -737,411 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $141,616 | $199,707 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 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 | 127,184,335 | 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 | $8,753 | $4,950 |
Debt Discount, Net | $418,964 | $93,858 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | $22,932 | $37,074 |
Cost of revenue | 36,229 | 93,727 |
Gross margin | -13,297 | -56,653 |
Operating expenses: | ||
Professional fees | 91,941 | 127,517 |
Stock based compensation | 207,153 | 467,448 |
Salaries and wages | 310,005 | 292,956 |
Marketing and advertising | 47,710 | 135,702 |
General and administrative | 261,551 | 130,444 |
Total operating expenses | 918,360 | 1,154,067 |
Loss from operations | -931,657 | -1,210,720 |
Other income and (expense): | ||
Amortization of debt discount | -410,598 | -92,751 |
Derivative expense | -581,179 | |
Gain (loss) on derivative liability | 854,182 | -10,794 |
Loss on debt conversion | -224,577 | |
Interest expense | -98,272 | -21,388 |
Interest income | 4,317 | 2,662 |
Total other expense | -456,127 | -122,271 |
Loss before provision for income taxes | -1,387,784 | -1,332,991 |
Provision for income taxes | ||
Net Loss | ($1,387,784) | ($1,332,991) |
Loss per share Basic and diluted | ($0.02) | ($0.04) |
Weighted average shares outstanding basic and diluted | 73,614,030 | 38,356,630 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit During the Development Stage | Total |
Beginning balance, amount at Aug. 31, 2012 | $144,000 | ($109,000) | ($78,622) | ($43,622) |
Beginning balance, shares at Aug. 31, 2012 | 144,000,000 | |||
Common shares issued for cash, shares | 155,368 | |||
Common shares issued for cash, amount | 155 | 15,843 | 20,000 | |
Common shares issued for services, shares | 3,157,750 | |||
Common shares issued for services, amount | 3,158 | 464,290 | 467,448 | |
Common stock returned, shares | -113,000,004 | |||
Common stock returned, amount | -113,000 | 113,000 | ||
Conveyance of subsidiary | 57,147 | 57,147 | ||
Debt discount on convertible notes | 98,609 | |||
Net loss | -1,332,991 | -70,777 | ||
Ending balance, amount at Aug. 31, 2013 | 34,313 | 639,889 | -1,411,613 | -737,411 |
Ending balance, shares at Aug. 31, 2013 | 34,313,114 | |||
Common shares issued for cash, shares | 1,333,333 | |||
Common shares issued for cash, amount | 1,333 | 18,667 | 20,000 | |
Common shares issued for services, shares | 8,120,000 | |||
Common shares issued for services, amount | 8,120 | 166,513 | 174,633 | |
Conveyance of subsidiary | ||||
Debt discount on convertible notes | 60,308 | 60,308 | ||
Common Stock issued for compensation, shares | 6,500,000 | |||
Common Stock issued for compensation, amount | 6,500 | 74,750 | 81,250 | |
Common Stock issued for conversion of debt, shares | 76,917,888 | |||
Common Stock issued for conversion of debt, amount | 76,918 | 551,538 | 628,456 | |
Warrants issued | 44,169 | 44,169 | ||
Net loss | -1,387,784 | -1,387,784 | ||
Ending balance, amount at Aug. 31, 2014 | $127,184 | $1,555,834 | ($2,799,397) | ($1,116,379) |
Ending balance, shares at Aug. 31, 2014 | 127,184,335 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss for the year | ($1,387,784) | ($1,332,991) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Stock based compensation and services | 207,153 | 467,448 |
Gain (loss) on derivative liability | 854,182 | -10,794 |
Amortization of debt discount | -410,598 | -93,989 |
Loss on debt conversion | 224,577 | |
Bad debt expense | 42,972 | 4,950 |
Inventory impairment | 32,682 | |
Excess of fair value of derivaties | 50,076 | |
Derivative expense | -581,179 | |
Change in assets and liabilities: | ||
Increase in accounts receivable | -3,802 | -9,900 |
Purchase of inventory | -32,682 | |
(Increase)/decrease in prepaids and other current assets | 103,224 | -82,949 |
(Increase)/decrease in note receivable related party | 39,764 | -77,307 |
Increase in interest receivable related party | -2,817 | -2,612 |
Increase/(decrease) in accounts payable | 7,419 | 172,009 |
Increase/(decrease) in accrued expenses | 142,345 | 30,149 |
Net cash used in operating activities | -456,672 | -709,026 |
Cash flows from investing activities: | ||
Net cash provided by (used) in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from convertible debt | 476,500 | 359,850 |
Payments on convertible debt | -17,500 | |
Increase (decrease) in note payable related party | -2,150 | 289,998 |
Increase in other notes payable | 21,855 | 30,000 |
Proceeds from the sale of common stock | 20,000 | 15,998 |
Net cash provided by financing activities | 498,705 | 695,846 |
Net increase / (decrease) in cash | 42,033 | -13,180 |
Cash at beginning of period | 1,960 | 15,140 |
Cash at end of period | 43,993 | 1,960 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 2,617 | 55 |
Cash paid for taxes | ||
Supplemental disclosure of non-cash activities | ||
Conveyance of subsidiary | 57,147 | |
Shares Issued for Conversion, value | 628,455 | |
Issuance of common stock warrants in connection with debt | 55,932 | |
Debt discount from fair value of embedded derivatives | $1,263,506 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||||
Aug. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Nature of Business | |||||||||||||||
Aja Cannafacturing, Inc. (“Aja” or the “Company”) is focusing on the breeding, cultivation, and processing of raw industrial Cannabis materials for industry specific applications such as building materials (Hempcrete), automotive (biofuels), plastics (healthcare) and textiles (fabrics). | ||||||||||||||||
The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc. | ||||||||||||||||
On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000. | ||||||||||||||||
As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ. | ||||||||||||||||
Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.” | ||||||||||||||||
Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split. | ||||||||||||||||
Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” | ||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | ||||||||||||||||
On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary. | ||||||||||||||||
Effective August 7, 2014, the board of directors authorized a change in the name of the company to “Aja Cannafacturing, Inc.” The new name reflects the direction and focus of the Company more accurately. | ||||||||||||||||
Basis of Presentation | ||||||||||||||||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted an August 31 year end. | ||||||||||||||||
Principles of Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of Aja Cannafacturing, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of August 31, 2014 and 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. Potentially dilutive shares were excluded from the computation as of August 31, 2014 and 2013 since they would have been anti-dilutive. | ||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | ||||||||||||||||
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 August 31, 2014 and 2013. | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | ||||||||||||||||
31-Aug-14 | $ | — | $ | 558,194 | $ | — | $ | 558,194 | ||||||||
31-Aug-13 | $ | — | $ | 148,870 | $ | — | $ | 148,870 | ||||||||
Stock-Based Compensation | ||||||||||||||||
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortizes the cost over the term of the contract. During the year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. During the year ended August 31, 2014, the Company issued 8,120,000 shares of common stock valued at $174,633 to non-employees. As of August 31, 2014, $75,955 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. During the year ended August 31, 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 August 31, 2014 and 2013. | ||||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||||
Revenue Recognition | ||||||||||||||||
Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | ||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
PREPAIDS_AND_OTHER_CURRENT_ASS
PREPAIDS AND OTHER CURRENT ASSETS | 12 Months Ended | |||||||
Aug. 31, 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: | |||||||
31-Aug-14 | 31-Aug-13 | |||||||
Prepaid consulting | $ | 75,955 | $ | 64,824 | ||||
Other assets | 5,319 | — | ||||||
Unamortized original issue discount | 7,344 | 6,762 | ||||||
Deferred financing costs | 253 | 8,610 | ||||||
Total prepaid expenses and other current assets | $ | 88,871 | $ | 80,196 | ||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
CONVERTIBLE 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. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $1,000 fee the lender agreed to waive any default until December 15, 2013. On January 10, 2014, another agreement of temporary forbearance was executed in which for a $500 fee the lender agreed to waive any default until March 20, 2014. On February 24, 2014, $2,500 was repaid on the note and on February 20, 2014, $20,000 of the principal was converted into 2,857,143 shares of common stock at $.007 per share which resulted in a loss on conversion of debt of $18,571. On March 10, 2014 the remaining principal and interest totaling $21,923 was converted into 3,131,792 shares of common stock at $.0632 per share which resulted in a loss on conversion of debt of $176,006. | ||||||||||||||||
On December 3, 2012, the Company executed a convertible promissory note with Steven J. Caspi (“Caspi”) for $125,000. The note bears interest at 5% and was due on or before November 30, 2013. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period of five years. As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount has been fully amortized to interest expense. On March 10, 2014, the Company executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the conversion price was changed to $0.005 per share and the due date was extended to November 30, 2014. As a result of the new conversion price the Company recorded an additional debt discount of $48,539. The additional discount will be amortized over the remaining term of the note. On March 21, 2014, $25,000 of the note was converted into 5,000,000 shares of common stock. The note is shown net of a debt discount of $10,094 and the note has accrued interest of $9,166. | |||||||||||||||||
On March 20, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. 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. 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. During the year ended August 31, 2014, the total principal of $32,500 and accrued interest of $1,300 was converted into 6,143,590 shares of common stock. As a result of the conversion $8,125 of the remaining debt discount was expensed and the company recognized a gain on derivative liability of $35,600. | |||||||||||||||||
On April 4, 2013, the Company executed a convertible promissory note for $15,500 with Asher Enterprises, Inc. 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. 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. During the year ended August 31, 2014, the total principal of $15,500 and accrued interest of $620 was converted into 3,526,087 shares of common stock. As a result of the conversion $6,045 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $17,286. | |||||||||||||||||
On June 3, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. 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. 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 interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $34,945 based on the Black Scholes Merton pricing model. During the year ended August 31, 2014, the total principal of $32,500 and accrued interest of $1,300 was converted into 7,347,826 shares of common stock. As a result of the conversion $2,865 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $78,028. | |||||||||||||||||
On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at 10% and was due within ninety days. On October 15, 2014, the original $15,000, accrued interest of $600 and an additional cash loan of $8,755 was rolled into a new convertible promissory note for $24,355. The new note bears interest at 10% per annum and is convertible at a 49% discount of the VWAP occurring during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $24,355 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $35,664 based on the Black Scholes Merton pricing model using the following attributes: .68% risk free rate, 258% volatility and a three year term to maturity. As of August 31, 2014, $7,117 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $20,506 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $17,238 at August 31, 2014 as accrued interest of $2,090. | |||||||||||||||||
On June 19, 2013, the Company executed a Convertible Promissory Note (the “note”) with JMJ Financial (“JMJ”). The nominal principal sum of the Note is $300,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of JMJ. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 40% discount to the lowest trade price in the twenty five trading days prior to conversion. | |||||||||||||||||
On June 19, 2013, the Company received its first payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $60,500, including a $5,500 original issue discount. 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. During the six months ended February 28, 2014, principal of $11,351 and accrued interest of $7,944 was converted into 4,200,000 shares of common stock. As a result of the conversion $3,452 of the debt discount was accelerated and expensed. On March 19, 2014, the remaining principal of $20,900 was converted into 3,800,000 shares of common stock. As a result of the conversion the remaining $14,614 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $241,878. | |||||||||||||||||
On August 5, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. 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. During March 2014 the principal of $32,500 and $1,300 of accrued interest was converted into 6,830,508 shares of common stock. As a result of the conversion the remaining $23,400 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $138,269. | |||||||||||||||||
On August 14, 2013, the Company received its second payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $27,500, including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $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. During the year ended August 31, 2014 the principal of $27,500 and $3,611 of accrued interest was converted into 7,000,000 shares of common stock. As a result of the conversion the remaining $6,932 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $126,070. | |||||||||||||||||
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. On March 10, 2014, the original note of $10,000 plus a $1,000 OID was purchased by GCEF Opportunity Fund, LLC. | |||||||||||||||||
On September 30, 2013, the Company received its third payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $27,500, including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70,390 based on the Black Scholes Merton pricing model using the following attributes: .10% risk free rate, 261% volatility and a one year term to maturity. On June 5, 2014, $20,250 of principal was converted into 4,500,000 shares of common stock. As of August 31, 2014; $25,316 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $19,877 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $2,184 at August 31, 2014. | |||||||||||||||||
On January 22, 2014, we obtained short term financing from Finiks Capital, LLC under a Promissory Note in the amount of $100,000 (the “Note”). The Note features an original issue discount of ten percent (10%) and has a face amount of $100,000. We will initially receive $20,000 from the Lender and will receive additional funds at the Lender’s sole discretion. The Note accrues no interest if the principal sum due is repaid within ninety days. The Note incurs interest one time at a rate of ten percent (10%) on the principal sum due, with all principal and interest due in full on the maturity date of one hundred eighty days from the date of issue. At any time, the Note may be converted, in whole or in part at the option of the holder, at a price per share of fifty-one percent (51%) of the average of the three lowest bid side prices in the ten trading days previous to the conversion. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,965 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a six month term to maturity. On July 18, 2014, the total principal of $22,000 and accrued interest of $2,200 was converted into 5,176,471 shares of common stock. As a result of the conversion $6,112 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $40,583. | |||||||||||||||||
On February 4, 2014, we obtained short term financing from GCEF Opportunity Fund, LLC under a Promissory Note in the amount of $33,000. The Note features an original issue discount of ten percent (10%) and we will therefore receive $30,000 in actual funding. The Note is due within forty-five days, with an additional fifteen day grace period. As an additional loan fee, we have agreed to issue the Lender 2,000,000 shares of our common stock. These shares were valued at $0.0188, the closing market price on the day of issuance for total non-cash expense of $37,600. If the Note is not repaid by the maturity date, it shall be converted into 3,465,000 shares of our common stock, representing conversion of the principal, the original issue discount, and an interest at the rate of fifteen percent (15%) into common stock at a price of $0.01 per share. On March 31, 2014, $15,000 was repaid on the note. On June 3, 2014, the remaining principal of $18,000 and accrued interest of $1,650 was converted into 3,930,000 shares of common stock. | |||||||||||||||||
On February 26, 2014, The Company received an additional $20,000 from Finiks Capital. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $47,295 based on the Black Scholes Merton pricing model using the following attributes: .08% risk free rate, 212% volatility and a six month term to maturity. On July 22, 2014, the total principal of $22,000 and accrued interest of $2,200 was converted into 5,176,471 shares of common stock. As a result of the conversion $10,512 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $33,247. | |||||||||||||||||
On February 27, 2014, the Company executed a convertible promissory note for $73,000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 3, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $73,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $118,582 based on the Black Scholes Merton pricing model. As of August 31, 2014, the Company fair valued the derivative at $91,120 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $70,080 at August 31, 2014 and has accrued interest of $2,848. | |||||||||||||||||
On March 19, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before December 26, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of August 31, 2014 is $1,870. | |||||||||||||||||
On May 20, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before February 23, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of August 31, 2014 is $1,429. | |||||||||||||||||
On April 17, 2014, the Company received its fourth payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $44,000, including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $104,127 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. As of August 31, 2014; $16,394 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $60,776 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $27,606 at August 31, 2014. | |||||||||||||||||
On March 5, 2014, the Company executed a Convertible Promissory Note (the “note”) with Black Mountain Equities, Inc. (“Black Mountain”). The nominal principal sum of the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its first payment towards the loan of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $110,515 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 193% volatility and a one year term to maturity. As of August 31, 2014, $13,487 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $33,509 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $14,013 at August 31, 2014. | |||||||||||||||||
On August 18, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before May 20, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of August 31, 2014 is $46. | |||||||||||||||||
On July 11, 2014, the Company executed a convertible promissory note for $31,500 with LG Capital Funding, LLC. The note bears interest at 8% per annum and is due on or before July 11, 2015. The note is convertible at a 45% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of August 31, 2014 is $359. | |||||||||||||||||
On June 24, 2014, the Company received its fifth payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $44,000, including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $66,010 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. As of August 31, 2014, $11,090 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $63,221 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $32,910 at August 31, 2014. | |||||||||||||||||
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 | 31-Aug-14 | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 32,500 | (32,500 | ) | $ | — | |||||||||
Asher – 4/4/13 | — | 15,500 | (15,500 | ) | — | ||||||||||||
Asher – 6/3/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 8/5/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 2/27/14 | — | 73,000 | (2,920 | ) | 70,080 | ||||||||||||
Black Mountain – 3/5/14 | — | 27,500 | (13,487 | ) | 14,013 | ||||||||||||
Caspi | 19,480 | 48,545 | (57,931 | ) | 10,094 | ||||||||||||
Finiks – 1/21/14 | — | 22,000 | (22,000 | ) | — | ||||||||||||
Finiks – 2/26/14 | — | 22,000 | (22,000 | ) | — | ||||||||||||
GCEF Opportunity | — | 11,769 | (11,769 | ) | — | ||||||||||||
Hendrickson – 9/16/13 | — | 10,000 | (10,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (48,234 | ) | — | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (26,144 | ) | — | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (25,316 | ) | 2,184 | ||||||||||||
JMJ – 4/17/14 | — | 44,000 | (16,394 | ) | 27,606 | ||||||||||||
JMJ – 6/24/14 | — | 44,000 | (11,090 | ) | 32,910 | ||||||||||||
Knoblich | — | 274,973 | (30,134 | ) | 244,839 | ||||||||||||
Neal | — | 24,355 | (7,117 | ) | 17,238 | ||||||||||||
$ | 93,858 | $ | 742,642 | $ | (417,536 | ) | $ | 418,964 | |||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on | Change in | |||||||||||||
8/31/14 | 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 | — | (34,945 | ) | ||||||||||||
Asher – 8/5/13 | — | 155,554 | — | (155,554 | ) | ||||||||||||
Asher – 2/27/14 | 118,852 | 91,120 | (27,732 | ) | |||||||||||||
Black Mountain – 3/5/14 | — | 110,515 | 33,509 | (77,006 | ) | ||||||||||||
Finiks – 1/21/14 | — | 34,965 | — | (34,965 | ) | ||||||||||||
Finiks – 2/26/14 | — | 47,295 | — | (47,295 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | — | (18,300 | ) | ||||||||||||
JMJ – 6/19/13 | 102,245 | — | — | (102,245 | ) | ||||||||||||
JMJ – 8/14/13 | 46,625 | — | — | (46,625 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 19,877 | (50,513 | ) | ||||||||||||
JMJ - 4/17/14 | — | 104,127 | 60,776 | (43,351 | ) | ||||||||||||
JMJ – 6/24/14 | — | 66,010 | 63,221 | (2,789 | ) | ||||||||||||
Knoblich | — | 395,340 | 269,185 | (126,155 | ) | ||||||||||||
Neal | — | 35,665 | 20,506 | (15,158 | ) | ||||||||||||
$ | 148,870 | $ | 1,263,506 | $ | 558,194 | $ | (854,182 | ) | |||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 31-Aug-14 | |||||||||||||
Black Mountain – 3/5/14 | $ | $ | 2,500 | $ | (1,095 | ) | $ | 1,405 | |||||||||
Finiks – 1/21/14 | — | 2,000 | (2,000 | ) | — | ||||||||||||
Finiks – 2/26/14 | — | 2,000 | (2,000 | ) | — | ||||||||||||
GCEF Opportunity | — | 3,000 | (3,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 4,385 | — | (4,385 | ) | — | ||||||||||||
JMJ – 8/14/13 | 2,377 | — | (2,377 | ) | — | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (2,315 | ) | 185 | ||||||||||||
JMJ – 4/17/14 | — | 4,000 | (1,501 | ) | 2,499 | ||||||||||||
JMJ – 6/4/14 | 4,000 | (745 | ) | 3,255 | |||||||||||||
$ | 6,762 | $ | 20,000 | $ | (19,418 | ) | $ | 7,344 |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Aug. 31, 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. This loan had been extended with no specific terms of repayment. |
As of August 31, 2014, the Company owed various shareholders $13,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. |
STOCK_WARRANTS
STOCK WARRANTS | 12 Months Ended | ||||||||||||||
Aug. 31, 2014 | |||||||||||||||
Notes to Financial Statements | |||||||||||||||
STOCK WARRANTS | Pursuant to the terms and conditions of the convertible promissory note dated February 27, 2013, the Company issued a warrant to purchase 50,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $2,044 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.20, 1.30% risk free rate, 64% volatility and expected life of the warrants of 3 years. | ||||||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated November 30, 2012, the Company issued a warrant to purchase 15,625 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $16,455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years. | |||||||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated February 4, 2014, the Company issued a warrant to purchase 1,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $11,769 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and expected life of the warrants of 5 years. | |||||||||||||||
Pursuant to the terms and conditions of the Warrant agreement dated February 27, 2014, the Company issued a warrant to purchase 2,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $44,169 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 2.11% risk free rate, 246% volatility and expected life of the warrants of 7 years. | |||||||||||||||
A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: | |||||||||||||||
Shares available to purchase | Weighted | Weighted Average | |||||||||||||
with warrants | Average Price | Fair Value | |||||||||||||
Outstanding, August 31, 2013 | 65,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Issued | 3,000,000 | — | 0.03 | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | ||||||||||
Exercisable, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | ||||||||||
Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average | ||||||||||||
at 8/31/14 | Contractual Life | Exercise Price | |||||||||||||
$0.10 - $2.00 | 3,065,625 | 6.3 years | $ | 0.03 |
COMMON_STOCK_TRANSACTIONS
COMMON STOCK TRANSACTIONS | 12 Months Ended |
Aug. 31, 2014 | |
Equity [Abstract] | |
COMMON STOCK | On September 19, 2012, Mr. Hamilton, the Company’s former CEO and Director, cancelled 113,000,004 of his shares and returned them to treasury. |
On or about November 8, 2012, the Company issued 120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.208, for a total non-cash expense of $25,000. | |
On January 4, 2013, the Company issued 100,000 shares of common stock for consulting services. The shares were valued using the closing stock price on the day of issuance of $1.45, for a total non-cash expense of $145,000. | |
Effective February 7, 2013, the board of directors approved a one for twelve forward split of the Company’s common stock. | |
On February 15, 2013, the Company issued 1,200,000 shares of common stock for advertising and investor relation services. The shares were valued using the closing stock price on the day of issuance of $0.205, for a total non-cash expense of $246,000. | |
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 non-cash expense of $9,250. | |
On December 10, 2013, the company sold 1,333,333 shares of common stock to its CEO for total cash proceeds of $20,000. | |
During the year ended August 31, 2014, the Company issued a total of 5,988,935 shares of common stock to Argent Offset, LLC in conversion of total principal and interest of $41,923, (see Note 4). The conversions resulted in a total loss on conversion of debt of $194,577. | |
On February 7, 2014, the Company issued 6,500,000 shares of common stock to its CEO, 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. | |
On March 18, 2014, the Company issued 2,298,000 shares of common stock to GCEF Opportunity Fund in conversion of total principal and interest of $11,490. | |
On March 21, 2014, the Company issued 5,000,000 shares of common stock to Steven Caspi in conversion of $25,000 of the $125,000 note held by him. | |
On June 3, 2014, the Company issued 3,930,000 shares of common stock to GCEF Opportunity Fund in conversion of total principal and interest of $19,650. | |
In July 2014, the Company issued 10,352,942 shares of common stock to Finiks Capital LLC in conversion of total principal and interest of $48,400. | |
On July 22, 2014, the Company issued 6,000,000 shares of common stock to the Company’s former CEO, Bruce Knoblich in conversion of $30,000 of the amount due to him. | |
During the year ended August 31, 2014, the Company issued a total of 23,848,014 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $117,520 (see Note 4). | |
During the year ended August 31, 2014, the Company issued a total of 19,500,000 shares of common stock to JMJ Financial in conversion of total principal and interest of $109,895 (see Note 4). | |
During the year ended August 31, 2014, the Company issued a total of 8,120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance, for a total non-cash expense of $174,635, $75,955 of which remains in deferred stock compensation. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 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 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 year ended August 31, 2014, $39,764 and $1,500 was paid back on the principal and interest, respectively on this loan. As of August 31, 2014, the Company from which the note was due ceased operations. As a result management determined that the note and all accrued interest had become uncollectible. The Company has recognized a loss on bad debt of $42,972. | |
On December 10, 2013, the Company sold 1,333,333 shares of common stock 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 CEO, 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, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. On July 22, 2014, the principle and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 8% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $274,973 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $395,341 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 230% volatility and a one year term to maturity. As of August 31, 2014, $30,134 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $269,185 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $244,839 at August 31, 2014 plus accrued interest of $2,411. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | For the year ended August 31, 2014, the Company has incurred a net loss of $1,381,377 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,799,000 at August 31, 2014, and will expire beginning in the year 2032. | |||||||
The provision for Federal income tax consists of the following for the years ended August 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 471,847 | $ | 453,217 | ||||
Less: valuation allowance | (471,847 | ) | (453,217 | ) | ||||
Net provision for Federal income taxes | $ | — | $ | — | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of August 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 951,794 | $ | 479,948 | ||||
Valuation allowance | (951,794 | ) | (479,948 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $2,799,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. | ||||||||
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. | ||||||||
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of August 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions. | ||||||||
The Company files income tax returns in the U.S. federal jurisdiction and in the state of Nevada. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | As of August 31, 2014, the Company has a working capital deficit of $1,192,334, limited revenue and an accumulated deficit of $2,799,397. 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 | 12 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Subsequent to August 31, 2014, Black Mountain Equities, Inc. converted $23,800 of the amount due to them into 26,240,311 shares of common stock. |
Subsequent to August 31, 2014, Asher Enterprises, Inc. converted $73,000 of the amount due to them into 42,830,672 shares of common stock. | |
Subsequent to August 31, 2014, JMJ Financial converted $26,352 of the amount due to them into 29,483,336 shares of common stock. | |
Subsequent to August 31, 2014, KBM Worldwide, Inc. converted $44,225 of the amount due to them into 41,833,761 shares of common stock. | |
On September 15, 2014, a portion of the Bruce Knoblich note in the amount $20,000 was assigned to Blackbride Capital Partners, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with Blackbridge Capital Partners, LLC. The replacement note bears interest at 5% per annum, is due on or before March 17, 2015, and is convertible into shares of our common stock at price equal to a fifty percent (50%) discount to our lowest trading price during the forty (40) trading days preceding the conversion. | |
On September 22, 2014, Blackbridge Capital, LLC converted $20,000 of the amount due to them into 12,121,212 shares of common stock. | |
On September 24, 2014, a portion of the Bruce Knoblich note in the amount $50,000 was assigned to WHC Capital, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with WHC Capital, LLC. The replacement note bears interest at 12% per annum, is due on or before September 25, 2015, and is convertible into shares of our common stock at price equal to a forty nine percent (49%) discount to our lowest trading price during the three (3) trading days preceding the conversion. | |
On October 21, 2014, the Company’s Board of Directors approved a resolution to amend its Articles of Incorporation to increase the aggregate number of common shares that it may issue to three billion (3,000,000,000) shares. | |
On October 24, 2014, a portion of the Bruce Knoblich note in the amount $50,000 was assigned to Beaufort Capital Partners, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with Beaufort Capital Partners, LLC. The replacement note bears interest at 12% per annum, is due on or before October 9, 2015, and is convertible into shares of our common stock at price equal to a fifty percent (50%) discount to our lowest trading price during the twenty (20) trading days preceding the conversion. | |
On October 17, 2014, our board of directors approved a Certificate of Designation for Class A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million (1,000,000) shares. Class A Convertible Preferred Stock votes together with our common stock at a rate of three thousand (3,000) votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of one share of common stock for each preferred share held. In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock. Shares of Class A Convertible Preferred Stock have no dividend rights. | |
On October 17, 2014, our board of directors approved an Executive Employment Agreement (the “Agreement”) with Kendall Smith under which Mr. Smith was retained to serve as our new President. Under the Agreement, Mr. Smith will serve as our President and CEO for an initial term ending on August 31, 2015, with an automatic renewal for an additional year unless the Agreement is terminated by advance notice. Mr. Smith’s base salary per year will be $100,000, subject to adjustments and performance bonuses to be determined by the board of directors. As a signing bonus under the Agreement, Mr. Smith was issued 1,000,000 shares of our newly-designated Class A Convertible Preferred Stock. As a result of the issuance 1,000,000 shares of Class A Convertible Preferred Stock to Kendall Smith, as discussed above, Mr. Smith is deemed to have acquired control of the company on October 17, 2014. | |
On November 4, 2014, Beaufort Capital Partners, LLC converted $4,900 of the amount due to them into 14,000,000 shares of common stock. | |
On November 6, 2014, our Board of Directors approved a Severance and Release Agreement (the “Agreement”) with our departing former CEO and board member, Scott Plantinga. The Agreement resolves all claims for compensation, benefits, or other consideration due to Mr. Plantinga under his Executive Employment Agreement dated September 1, 2013. | |
On November 20, 2014, our board of directors appointed Jesse Lopez to serve as a member of the board. | |
On November 24, 2014, Beaufort Capital Partners, LLC converted $5,850 of the amount due to them into 16,714,286 shares of common stock. | |
On December 11, 2014, WHC Capital, LLC converted $5,778 of the amount due to them into 19,586,000 shares of common stock. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||||
Aug. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Nature of Business | Aja Cannafacturing, Inc. (“Aja” or the “Company”) is focusing on the breeding, cultivation, and processing of raw industrial Cannabis materials for industry specific applications such as building materials (Hempcrete), automotive (biofuels), plastics (healthcare) and textiles (fabrics). | |||||||||||||||
The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc. | ||||||||||||||||
On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000. | ||||||||||||||||
As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ. | ||||||||||||||||
Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.” | ||||||||||||||||
Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split. | ||||||||||||||||
Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” | ||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | ||||||||||||||||
On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary. | ||||||||||||||||
Effective August 7, 2014, the board of directors authorized a change in the name of the company to “Aja Cannafacturing, Inc.” The new name reflects the direction and focus of the Company more accurately. | ||||||||||||||||
Basis of Presentation | The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted an August 31 year end. | |||||||||||||||
Principles of Consolidation | The consolidated financial statements include the accounts of Aja Cannafacturing, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of August 31, 2014 and 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. Potentially dilutive shares were excluded from the computation as of August 31, 2014 and 2013 since they would have been anti-dilutive. | |||||||||||||||
Concentrations of Credit Risk | The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | |||||||||||||||
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 August 31, 2014. | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | ||||||||||||||||
31-Aug-14 | $ | — | $ | 558,194 | $ | — | $ | 558,194 | ||||||||
31-Aug-13 | $ | — | $ | 148,870 | $ | — | $ | 148,870 | ||||||||
Stock-Based Compensation | The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortizes the cost over the term of the contract. During the year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. During the year ended August 31, 2014, the Company issued 8,120,000 shares of common stock valued at $174,633 to non-employees. As of August 31, 2014, $75,955 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. During the year ended August 31, 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 August 31, 2014 and 2013. | |||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||||
Revenue Recognition | Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | |||||||||||||||
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
PREPAIDS_AND_OTHER_CURRENT_ASS1
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Schedule of Prepaid Expenses and Other Current Assets | 31-Aug-14 | 31-Aug-13 | ||||||
Prepaid consulting | $ | 75,955 | $ | 64,824 | ||||
Other assets | 5,319 | — | ||||||
Unamortized original issue discount | 7,344 | 6,762 | ||||||
Deferred financing costs | 253 | 8,610 | ||||||
Total prepaid expenses and other current assets | $ | 88,871 | $ | 80,196 |
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Changes in Debt Discount | Debt Discount | 31-Aug-13 | Additions | Amortization | 31-Aug-14 | ||||||||||||
Asher – 3/20/13 | $ | — | $ | 32,500 | (32,500 | ) | $ | — | |||||||||
Asher – 4/4/13 | — | 15,500 | (15,500 | ) | — | ||||||||||||
Asher – 6/3/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 8/5/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 2/27/14 | — | 73,000 | (2,920 | ) | 70,080 | ||||||||||||
Black Mountain – 3/5/14 | — | 27,500 | (13,487 | ) | 14,013 | ||||||||||||
Caspi | 19,480 | 48,545 | (57,931 | ) | 10,094 | ||||||||||||
Finiks – 1/21/14 | — | 22,000 | (22,000 | ) | — | ||||||||||||
Finiks – 2/26/14 | — | 22,000 | (22,000 | ) | — | ||||||||||||
GCEF Opportunity | — | 11,769 | (11,769 | ) | — | ||||||||||||
Hendrickson – 9/16/13 | — | 10,000 | (10,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (48,234 | ) | — | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (26,144 | ) | — | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (25,316 | ) | 2,184 | ||||||||||||
JMJ – 4/17/14 | — | 44,000 | (16,394 | ) | 27,606 | ||||||||||||
JMJ – 6/24/14 | — | 44,000 | (11,090 | ) | 32,910 | ||||||||||||
Knoblich | — | 274,973 | (30,134 | ) | 244,839 | ||||||||||||
Neal | — | 24,355 | (7,117 | ) | 17,238 | ||||||||||||
$ | 93,858 | $ | 742,642 | $ | (417,536 | ) | $ | 418,964 | |||||||||
Changes in Derivative Liabilities | Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on | Change in | ||||||||||||
8/31/14 | 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 | — | (34,945 | ) | ||||||||||||
Asher – 8/5/13 | — | 155,554 | — | (155,554 | ) | ||||||||||||
Asher – 2/27/14 | 118,852 | 91,120 | (27,732 | ) | |||||||||||||
Black Mountain – 3/5/14 | — | 110,515 | 33,509 | (77,006 | ) | ||||||||||||
Finiks – 1/21/14 | — | 34,965 | — | (34,965 | ) | ||||||||||||
Finiks – 2/26/14 | — | 47,295 | — | (47,295 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | — | (18,300 | ) | ||||||||||||
JMJ – 6/19/13 | 102,245 | — | — | (102,245 | ) | ||||||||||||
JMJ – 8/14/13 | 46,625 | — | — | (46,625 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 19,877 | (50,513 | ) | ||||||||||||
JMJ - 4/17/14 | — | 104,127 | 60,776 | (43,351 | ) | ||||||||||||
JMJ – 6/24/14 | — | 66,010 | 63,221 | (2,789 | ) | ||||||||||||
Knoblich | — | 395,340 | 269,185 | (126,155 | ) | ||||||||||||
Neal | — | 35,665 | 20,506 | (15,158 | ) | ||||||||||||
$ | 148,870 | $ | 1,263,506 | $ | 558,194 | $ | (854,182 | ) | |||||||||
Changes In Original Issue Discounts | Original Issue Discount | 31-Aug-13 | Additions | Amortization | 31-Aug-14 | ||||||||||||
Black Mountain – 3/5/14 | $ | $ | 2,500 | $ | (1,095 | ) | $ | 1,405 | |||||||||
Finiks – 1/21/14 | — | 2,000 | (2,000 | ) | — | ||||||||||||
Finiks – 2/26/14 | — | 2,000 | (2,000 | ) | — | ||||||||||||
GCEF Opportunity | — | 3,000 | (3,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 4,385 | — | (4,385 | ) | — | ||||||||||||
JMJ – 8/14/13 | 2,377 | — | (2,377 | ) | — | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (2,315 | ) | 185 | ||||||||||||
JMJ – 4/17/14 | — | 4,000 | (1,501 | ) | 2,499 | ||||||||||||
JMJ – 6/4/14 | 4,000 | (745 | ) | 3,255 | |||||||||||||
$ | 6,762 | $ | 20,000 | $ | (19,418 | ) | $ | 7,344 |
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 12 Months Ended | ||||||||||||||
Aug. 31, 2014 | |||||||||||||||
Notes to Financial Statements | |||||||||||||||
Schedule Of Stockholders Equity Warrants | Shares available to purchase | Weighted | Weighted Average | ||||||||||||
with warrants | Average Price | Fair Value | |||||||||||||
Outstanding, August 31, 2013 | 65,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Issued | 3,000,000 | — | 0.03 | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | ||||||||||
Exercisable, August 31, 2014 | 3,065,625 | $ | 0.03 | $ | 0.03 | ||||||||||
Schedule Of Stockholders Equity Warrants Changes | Range of Exercise Prices | Number Outstanding | Weighted Average Remaining | Weighted Average | |||||||||||
at 8/31/14 | Contractual Life | Exercise Price | |||||||||||||
$0.10 - $2.00 | 3,065,625 | 6.3 years | $ | 0.03 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Federal Income Tax Benefit | 2014 | 2013 | ||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 471,847 | $ | 453,217 | ||||
Less: valuation allowance | (471,847 | ) | (453,217 | ) | ||||
Net provision for Federal income taxes | $ | — | $ | — | ||||
Schedule of Cumulative Tax Effect | 2014 | 2013 | ||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 951,794 | $ | 479,948 | ||||
Valuation allowance | (951,794 | ) | (479,948 | ) | ||||
Net deferred tax asset | $ | — | $ | — |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Date of Incorporation | 2-May-11 | |
Fiscal Year End | -23 | |
Common Stock, Issued | 127,184,335 | 34,313,114 |
Derivative liability | $558,194 | $148,870 |
Shares Issued for services, amount | 174,633 | 467,448 |
Note Payable, related party | -2,150 | 289,998 |
Stock Split Ratio | 12:01 | |
Deferred Stock Compensation Expense | 75,955 | |
Level I | ||
Derivative liability | ||
Level II | ||
Derivative liability | 558,194 | |
Level III | ||
Derivative liability | ||
Fair Value | ||
Derivative liability | 558,194 | |
Non-Employee | ||
Shares Issued for services, shares | 8,120,000 | 3,157,750 |
Shares Issued for services, amount | 174,633 | 467,448 |
Employee | ||
Shares Issued for services, shares | 6,500,000 | |
Shares Issued for services, amount | 81,250 | |
SOI Nevada | ||
Common Stock, issued for acquisition | 10,000,000 | |
Membership Interest Acquired | 100.00% | |
Date of Agreement | 7/18/11 | |
Agreement 1 | ||
Date of Agreement | 9/19/12 | |
Note Payable, related party | $2,000 |
PREPAIDS_AND_OTHER_CURRENT_ASS2
PREPAIDS AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting | $75,955 | $64,824 |
Other assets | 5,319 | |
Original Issue Discount, net | 7,344 | 6,762 |
Deferred financing costs | 253 | 8,610 |
Prepaid expenses and other current assets | $88,871 | $80,196 |
NOTES_PAYABLE_Changes_in_Debt_
NOTES PAYABLE - Changes in Debt Discount (Details) (USD $) | 12 Months Ended | 6 Months Ended | 5 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | 9 Months Ended | 7 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 11 Months Ended | 4 Months Ended | 2 Months Ended | 3 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | |
Amortization of Debt Discount | ($410,598) | ($92,751) | |||||||||||||||||
Debt Discount, Net | 418,964 | 93,858 | 93,858 | 93,858 | 93,858 | 93,858 | 418,964 | 418,964 | 93,858 | 418,964 | 418,964 | 418,964 | 418,964 | 93,858 | 93,858 | 418,964 | 418,964 | 418,964 | 93,858 |
Promissory Note with Former CEO #2 | |||||||||||||||||||
Debt Discount, unamortized | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | 274,973 | |||||||||
Debt Discount, Net | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | 244,839 | |||||||||
Promissory Note with Former CEO | |||||||||||||||||||
Amortization of Debt Discount | -30,134 | ||||||||||||||||||
Debt Discount Totals | |||||||||||||||||||
Debt Discount, unamortized | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | 742,642 | |||||||||
Amortization of Debt Discount | -417,536 | ||||||||||||||||||
Asher #1 | |||||||||||||||||||
Debt Discount, unamortized | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | |||||||||
Amortization of Debt Discount | -32,500 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Asher #2 | |||||||||||||||||||
Debt Discount, unamortized | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | |||||||||
Amortization of Debt Discount | -15,500 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Asher #3 | |||||||||||||||||||
Debt Discount, unamortized | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | |||||||||
Amortization of Debt Discount | -32,500 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Asher #4 | |||||||||||||||||||
Debt Discount, unamortized | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | |||||||||
Amortization of Debt Discount | -32,500 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Asher #5 | |||||||||||||||||||
Debt Discount, unamortized | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | |||||||||
Amortization of Debt Discount | -2,920 | ||||||||||||||||||
Debt Discount, Net | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | |||||||||
Black Mountain | |||||||||||||||||||
Debt Discount, unamortized | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | |||||||||
Amortization of Debt Discount | -13,487 | ||||||||||||||||||
Debt Discount, Net | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | |||||||||
S. Caspi | |||||||||||||||||||
Debt Discount, unamortized | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | |||||||||
Amortization of Debt Discount | -57,931 | ||||||||||||||||||
Debt Discount, Net | 10,094 | 19,480 | 19,480 | 19,480 | 19,480 | 19,480 | 10,094 | 10,094 | 19,480 | 10,094 | 10,094 | 10,094 | 10,094 | 19,480 | 19,480 | 10,094 | 10,094 | 10,094 | 19,480 |
Finiks Capital | |||||||||||||||||||
Debt Discount, unamortized | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | |||||||||
Amortization of Debt Discount | -22,000 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Finiks Capital #2 | |||||||||||||||||||
Debt Discount, unamortized | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | |||||||||
Amortization of Debt Discount | -22,000 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
GCEF Opportunity | |||||||||||||||||||
Debt Discount, unamortized | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | |||||||||
Amortization of Debt Discount | -11,769 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
Henderickson | |||||||||||||||||||
Debt Discount, unamortized | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||
Amortization of Debt Discount | -10,000 | ||||||||||||||||||
Debt Discount, Net | |||||||||||||||||||
JMJ #1 | |||||||||||||||||||
Amortization of Debt Discount | -48,234 | ||||||||||||||||||
Debt Discount, Net | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | ||||||||||
JMJ #2 | |||||||||||||||||||
Amortization of Debt Discount | -26,144 | ||||||||||||||||||
Debt Discount, Net | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | ||||||||||
JMJ #3 | |||||||||||||||||||
Debt Discount, unamortized | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | |||||||||
Amortization of Debt Discount | -25,316 | ||||||||||||||||||
Debt Discount, Net | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | |||||||||
JMJ #4 | |||||||||||||||||||
Debt Discount, unamortized | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | |||||||||
Amortization of Debt Discount | -16,394 | ||||||||||||||||||
Debt Discount, Net | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | |||||||||
JMJ #5 | |||||||||||||||||||
Debt Discount, unamortized | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | |||||||||
Amortization of Debt Discount | -11,090 | ||||||||||||||||||
Debt Discount, Net | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | |||||||||
Shareholder #2 | |||||||||||||||||||
Debt Discount, unamortized | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | |||||||||
Amortization of Debt Discount | -7,117 | ||||||||||||||||||
Debt Discount, Net | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 | $17,238 |
NOTES_PAYABLE_Changes_in_Deriv
NOTES PAYABLE - Changes in Derivative Liabilities (Details) (USD $) | 12 Months Ended | 6 Months Ended | 5 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | 7 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 11 Months Ended | 4 Months Ended | 2 Months Ended | 3 Months Ended | |||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Mar. 21, 2013 | Apr. 05, 2013 | Jun. 04, 2013 | Aug. 06, 2013 | Feb. 28, 2014 | Mar. 06, 2014 | Jan. 22, 2014 | Feb. 25, 2014 | Sep. 17, 2013 | Oct. 01, 2013 | Apr. 18, 2014 | Jun. 25, 2014 | Jul. 23, 2014 | Jun. 16, 2013 | |
Derivative liability | $558,194 | $148,870 | $148,870 | $148,870 | $148,870 | $558,194 | $558,194 | $558,194 | $558,194 | $558,194 | $148,870 | $148,870 | $558,194 | $558,194 | $558,194 | $148,870 | ||||||||||||||
Promissory Note with Former CEO #2 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 269,185 | 269,185 | 269,185 | 269,185 | 269,185 | 269,185 | 269,185 | 269,185 | 269,185 | |||||||||||||||||||||
Gain (loss) on derivative liability | -126,155 | |||||||||||||||||||||||||||||
Derivative Liabilities Total | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | 1,263,506 | |||||||||||||||||||||
Gain (loss) on derivative liability | -854,182 | |||||||||||||||||||||||||||||
Asher #1 | ||||||||||||||||||||||||||||||
Derivative liability | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | |||||||||||||||||||||
Derivative liability, fair value | 49,939 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -49,939 | |||||||||||||||||||||||||||||
Asher #2 | ||||||||||||||||||||||||||||||
Derivative liability | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | |||||||||||||||||||||
Derivative liability, fair value | 21,610 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -21,610 | |||||||||||||||||||||||||||||
Asher #3 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 34,945 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -34,945 | |||||||||||||||||||||||||||||
Asher #4 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 155,554 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -155,554 | |||||||||||||||||||||||||||||
Asher #5 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 118,852 | ||||||||||||||||||||
Gain (loss) on derivative liability | -27,732 | |||||||||||||||||||||||||||||
Black Mountain | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 33,509 | 33,509 | 33,509 | 33,509 | 33,509 | 33,509 | 33,509 | 33,509 | 33,509 | 110,515 | ||||||||||||||||||||
Gain (loss) on derivative liability | -77,006 | |||||||||||||||||||||||||||||
Finiks Capital | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 34,965 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -34,965 | |||||||||||||||||||||||||||||
Finiks Capital #2 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 47,295 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -47,295 | |||||||||||||||||||||||||||||
Henderickson | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 18,300 | |||||||||||||||||||||||||||||
Gain (loss) on derivative liability | -18,300 | |||||||||||||||||||||||||||||
JMJ #1 | ||||||||||||||||||||||||||||||
Derivative liability | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | |||||||||||||||||||||||
Gain (loss) on derivative liability | -102,245 | |||||||||||||||||||||||||||||
JMJ #2 | ||||||||||||||||||||||||||||||
Derivative liability | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | |||||||||||||||||||||||
Gain (loss) on derivative liability | -46,625 | |||||||||||||||||||||||||||||
JMJ #3 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 70,390 | ||||||||||||||||||||
Gain (loss) on derivative liability | -50,513 | |||||||||||||||||||||||||||||
JMJ #4 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 104,127 | ||||||||||||||||||||
Gain (loss) on derivative liability | -43,351 | |||||||||||||||||||||||||||||
JMJ #5 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 66,010 | ||||||||||||||||||||
Gain (loss) on derivative liability | -2,789 | |||||||||||||||||||||||||||||
Promissory Note with Former CEO | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 395,340 | |||||||||||||||||||||||||||||
Shareholder #2 | ||||||||||||||||||||||||||||||
Derivative liability, fair value | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 35,665 | ||||||||||||||||||||
Gain (loss) on derivative liability | ($15,158) |
NOTES_PAYABLE_Changes_In_Origi
NOTES PAYABLE - Changes In Original Issue Discounts (Details) (USD $) | 12 Months Ended | 6 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | |
Original Issue Discount, net | $7,344 | $7,344 | $6,762 |
Original Issue Discounts Total | |||
Original Issue Discount, unamortized | 20,000 | 20,000 | |
Original Issue Discount, amortization | -19,418 | ||
Black Mountain | |||
Original Issue Discount, unamortized | 2,500 | 2,500 | |
Original Issue Discount, amortization | -1,095 | ||
Original Issue Discount, net | 1,405 | 1,405 | |
Finiks Capital | |||
Original Issue Discount, unamortized | 2,000 | 2,000 | |
Original Issue Discount, amortization | -2,000 | ||
Original Issue Discount, net | |||
Finiks Capital #2 | |||
Original Issue Discount, unamortized | 2,000 | 2,000 | |
Original Issue Discount, amortization | -2,000 | ||
Original Issue Discount, net | |||
GCEF Opportunity | |||
Original Issue Discount, unamortized | 3,000 | 3,000 | |
Original Issue Discount, amortization | -3,000 | ||
Original Issue Discount, net | |||
JMJ #1 | |||
Original Issue Discount, unamortized | 5,500 | 5,500 | |
Original Issue Discount, amortization | -4,385 | ||
Original Issue Discount, net | 4,385 | ||
JMJ #2 | |||
Original Issue Discount, unamortized | 2,500 | 2,500 | |
Original Issue Discount, amortization | -2,377 | ||
Original Issue Discount, net | 2,377 | ||
JMJ #3 | |||
Original Issue Discount, unamortized | 2,500 | 2,500 | |
Original Issue Discount, amortization | -2,315 | ||
Original Issue Discount, net | 185 | 185 | |
JMJ #4 | |||
Original Issue Discount, unamortized | 4,000 | 4,000 | |
Original Issue Discount, amortization | -1,501 | ||
Original Issue Discount, net | 2,499 | 2,499 | |
JMJ #5 | |||
Original Issue Discount, unamortized | 4,000 | 4,000 | |
Original Issue Discount, amortization | -745 | ||
Original Issue Discount, net | $3,255 | $3,255 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | 9 Months Ended | 6 Months Ended | 5 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 1 Months Ended | 11 Months Ended | 4 Months Ended | 2 Months Ended | 12 Months Ended | 7 Months Ended | 6 Months Ended | 7 Months Ended | 6 Months Ended | |||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Mar. 21, 2013 | Apr. 05, 2013 | Jun. 04, 2013 | Aug. 06, 2013 | Feb. 28, 2014 | Jun. 16, 2013 | Oct. 01, 2013 | Apr. 18, 2014 | Jun. 25, 2014 | Sep. 17, 2013 | Jan. 22, 2014 | Feb. 25, 2014 | Mar. 06, 2014 | |
Debt Instrument, Derivative liability at issuance | $1,263,506 | |||||||||||||||||||||||||||||||
Interest expense | 98,272 | 21,388 | ||||||||||||||||||||||||||||||
Additional paid in capital | 1,555,834 | 639,889 | 639,889 | 639,889 | 639,889 | 639,889 | 639,889 | 1,555,834 | 639,889 | 639,889 | 639,889 | 1,555,834 | 1,555,834 | 1,555,834 | 1,555,834 | 1,555,834 | 1,555,834 | 1,555,834 | 1,555,834 | |||||||||||||
Amortization of debt discount | 410,598 | 92,751 | ||||||||||||||||||||||||||||||
Debt Instrument, repayment | 17,500 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 224,577 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 628,455 | |||||||||||||||||||||||||||||||
Accrued interest | 26,051 | 19,990 | 19,990 | 19,990 | 19,990 | 19,990 | 19,990 | 26,051 | 19,990 | 19,990 | 19,990 | 26,051 | 26,051 | 26,051 | 26,051 | 26,051 | 26,051 | 26,051 | 26,051 | |||||||||||||
Debt Discount, Net | 418,964 | 93,858 | 93,858 | 93,858 | 93,858 | 93,858 | 93,858 | 418,964 | 93,858 | 93,858 | 93,858 | 418,964 | 418,964 | 418,964 | 418,964 | 418,964 | 418,964 | 418,964 | 418,964 | |||||||||||||
Derivative liability | 558,194 | 148,870 | 148,870 | 148,870 | 148,870 | 148,870 | 148,870 | 558,194 | 148,870 | 148,870 | 148,870 | 558,194 | 558,194 | 558,194 | 558,194 | 558,194 | 558,194 | 558,194 | 558,194 | |||||||||||||
Argent Offset | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 12-Oct-12 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | ||||||||||||||||||||||
Debt Instrument, due date | 10-Jan-13 | |||||||||||||||||||||||||||||||
Argent Offset #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 27-Feb-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | 33,850 | ||||||||||||||||||||||
Debt Instrument, interest rate | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | 18.00% | ||||||||||||||||||||||
Debt Instrument, due date | 26-Aug-13 | |||||||||||||||||||||||||||||||
Debt Instrument, conversion price per share | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | $0.11 | ||||||||||||||||||||||
Debt Instrument, Value of Conversion Feature | 18,464 | |||||||||||||||||||||||||||||||
Interest expense | 3,690 | |||||||||||||||||||||||||||||||
Warrant, right to purchase, amount | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||
Warrant, right to purchase, par value | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 | ||||||||||||||||||||||
Warrant, right to purchase, period | P3Y | |||||||||||||||||||||||||||||||
Additional paid in capital | 3,690 | 3,690 | 3,690 | 3,690 | 3,690 | 3,690 | 3,690 | 3,690 | 3,690 | |||||||||||||||||||||||
Amortization of debt discount | 18,464 | |||||||||||||||||||||||||||||||
Default Waiver | 1,000 | 500 | 500 | 500 | 500 | 500 | 500 | 1,000 | 500 | 500 | 500 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||
Debt Instrument, repayment | 2,500 | |||||||||||||||||||||||||||||||
Debt Instrument, repayment date | 24-Feb-14 | |||||||||||||||||||||||||||||||
Argent Offset Conversion #1 | ||||||||||||||||||||||||||||||||
Date of Conversion | 20-Feb-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 2,857,143 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 18,571 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount, price per share | $0.01 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 20,000 | |||||||||||||||||||||||||||||||
Argent Offset Conversion #2 | ||||||||||||||||||||||||||||||||
Date of Conversion | 10-Mar-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 3,131,792 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 176,006 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount, price per share | $0.06 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 21,923 | |||||||||||||||||||||||||||||||
S. Caspi | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 3-Dec-12 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | 125,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||
Debt Instrument, due date | 30-Nov-13 | |||||||||||||||||||||||||||||||
Debt Instrument, conversion price per share | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | $1.25 | ||||||||||||||||||||||
Debt Instrument, Value of Conversion Feature | 60,000 | |||||||||||||||||||||||||||||||
Warrant, right to purchase, amount | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | 15,625 | ||||||||||||||||||||||
Warrant, right to purchase, par value | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | ||||||||||||||||||||||
Warrant, right to purchase, period | P5Y | |||||||||||||||||||||||||||||||
Additional paid in capital | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | 16,455 | ||||||||||||||||||||||
Amortization of debt discount | 57,931 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 10,094 | 19,480 | 19,480 | 19,480 | 19,480 | 19,480 | 19,480 | 10,094 | 19,480 | 19,480 | 19,480 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | |||||||||||||
Debt Discount | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | 48,545 | ||||||||||||||||||||||
S. Caspi Conversion #1 | ||||||||||||||||||||||||||||||||
Date of Conversion | 21-Mar-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 5,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 25,000 | |||||||||||||||||||||||||||||||
Accrued interest | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | 9,166 | ||||||||||||||||||||||
Debt Discount, Net | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | 10,094 | ||||||||||||||||||||||
Asher #1 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 20-Mar-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 26-Dec-13 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 32,500 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Derivative liability | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Derivative liability, fair value | 49,939 | |||||||||||||||||||||||||||||||
Asher #1 - Conversion | ||||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 6,143,590 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 35,600 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 32,500 | |||||||||||||||||||||||||||||||
Accrued interest | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | ||||||||||||||||||||||
Debt Discount | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | 8,125 | ||||||||||||||||||||||
Asher #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 4-Apr-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 8-Jan-14 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 15,500 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | 15,500 | ||||||||||||||||||||||
Derivative liability | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | 21,610 | ||||||||||||||||||||||
Derivative liability, fair value | 21,610 | |||||||||||||||||||||||||||||||
Asher #2 - Conversion | ||||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 3,526,087 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 17,286 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 15,500 | |||||||||||||||||||||||||||||||
Accrued interest | 620 | 620 | 620 | 620 | 620 | 620 | 620 | 620 | 620 | 620 | ||||||||||||||||||||||
Debt Discount | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | 6,045 | ||||||||||||||||||||||
Asher #3 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 3-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 5-Mar-14 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 32,500 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Derivative liability, fair value | 34,945 | |||||||||||||||||||||||||||||||
Asher #3 - Conversion | ||||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 7,347,826 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 78,028 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 32,500 | |||||||||||||||||||||||||||||||
Accrued interest | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | ||||||||||||||||||||||
Debt Discount | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | 2,865 | ||||||||||||||||||||||
Asher #4 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 5-Aug-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 7-May-14 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 32,500 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | 32,500 | ||||||||||||||||||||||
Derivative liability, fair value | 155,554 | |||||||||||||||||||||||||||||||
Asher #4 - Conversion | ||||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 6,830,508 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 138,269 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 32,500 | |||||||||||||||||||||||||||||||
Accrued interest | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | ||||||||||||||||||||||
Debt Discount | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | 23,400 | ||||||||||||||||||||||
Asher #5 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 27-Feb-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 3-Dec-14 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 2,920 | |||||||||||||||||||||||||||||||
Accrued interest | 2,848 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | 70,080 | ||||||||||||||||||||||
Debt Discount | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | 73,000 | ||||||||||||||||||||||
Derivative liability, fair value | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 91,120 | 118,852 | |||||||||||||||||||||
Shareholder | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 15-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Debt Instrument, due date | 13-Sep-13 | |||||||||||||||||||||||||||||||
Shareholder #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 15-Oct-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | ||||||||||||||||||||||
Debt Instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Interest expense | 7,117 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 7,117 | |||||||||||||||||||||||||||||||
Accrued interest | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | 2,090 | ||||||||||||||||||||||
Debt Discount, Net | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | 17,238 | ||||||||||||||||||||||
Debt Discount | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | 24,355 | ||||||||||||||||||||||
Derivative liability, fair value | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 20,506 | 35,665 | |||||||||||||||||||||
JMJ #1 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 19-Jun-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | ||||||||||||||||||||||
Debt Instrument, amount | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | 60,500 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | 5,500 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 75,507 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 48,234 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | 48,234 | |||||||||||||||||||||||
Derivative liability | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | 102,245 | |||||||||||||||||||||||
JMJ #1 - Conversion | ||||||||||||||||||||||||||||||||
Interest expense | 3,452 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 4,200,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 11,351 | |||||||||||||||||||||||||||||||
Accrued interest | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | 7,944 | ||||||||||||||||||||||
JMJ #1 - Conversion #2 | ||||||||||||||||||||||||||||||||
Interest expense | 14,614 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 3,800,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount, price per share | $241,878 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 20,900 | |||||||||||||||||||||||||||||||
JMJ #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 14-Aug-13 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 62,569 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 26,144 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | 26,144 | |||||||||||||||||||||||
Derivative liability | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | 46,624 | |||||||||||||||||||||||
JMJ #2 - Conversion | ||||||||||||||||||||||||||||||||
Interest expense | 6,932 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 7,000,000 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 126,070 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 27,500 | |||||||||||||||||||||||||||||||
Accrued interest | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | 3,611 | ||||||||||||||||||||||
JMJ #3 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 30-Sep-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 70,390 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 25,316 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | 2,184 | ||||||||||||||||||||||
Debt Discount | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | ||||||||||||||||||||||
Derivative liability, fair value | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 19,877 | 70,390 | |||||||||||||||||||||
JMJ #3 - Conversion | ||||||||||||||||||||||||||||||||
Interest expense | 25,316 | |||||||||||||||||||||||||||||||
Date of Conversion | 5-Jun-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 4,500,000 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 19,877 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 20,250 | |||||||||||||||||||||||||||||||
JMJ #4 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 17-Apr-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 104,127 | |||||||||||||||||||||||||||||||
Interest expense | 16,394 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 16,394 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 60,776 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | 27,606 | ||||||||||||||||||||||
Debt Discount | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||
Derivative liability, fair value | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 60,776 | 104,127 | |||||||||||||||||||||
JMJ #5 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 24-Jun-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 66,010 | |||||||||||||||||||||||||||||||
Interest expense | 11,090 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 11,090 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 63,221 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | 32,910 | ||||||||||||||||||||||
Debt Discount | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||
Derivative liability, fair value | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 63,221 | 66,010 | |||||||||||||||||||||
Henderickson | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 16-Sep-13 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Debt Instrument, due date | 15-Sep-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 18,300 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 10,000 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||
Derivative liability, fair value | 18,300 | |||||||||||||||||||||||||||||||
GCEF Assignment | ||||||||||||||||||||||||||||||||
Debt Instrument, amount | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | ||||||||||||||||||||||
Date of Assignment | 3/10/14 | |||||||||||||||||||||||||||||||
Finiks Capital | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 22-Jan-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||
Debt Instrument, amount | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 34,965 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 22,000 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | ||||||||||||||||||||||
Derivative liability, fair value | 34,965 | |||||||||||||||||||||||||||||||
Finiks Capital - Conversion | ||||||||||||||||||||||||||||||||
Interest expense | 6,112 | |||||||||||||||||||||||||||||||
Date of Conversion | 18-Jul-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 5,176,471 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 40,583 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 22,000 | |||||||||||||||||||||||||||||||
Accrued interest | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | ||||||||||||||||||||||
Finiks Capital #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 26-Feb-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 47,295 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 22,000 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | ||||||||||||||||||||||
Derivative liability, fair value | 47,295 | |||||||||||||||||||||||||||||||
Finiks Capital #2 - Conversion | ||||||||||||||||||||||||||||||||
Interest expense | 10,512 | |||||||||||||||||||||||||||||||
Date of Conversion | 22-Jul-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 5,176,471 | |||||||||||||||||||||||||||||||
Loss on debt conversion | 33,247 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 22,000 | |||||||||||||||||||||||||||||||
Accrued interest | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | 2,200 | ||||||||||||||||||||||
GCEF Opportunity | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 4-Feb-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | ||||||||||||||||||||||
Debt Instrument, due date | 21-Mar-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||||||||||||||||
Amortization of debt discount | 11,769 | |||||||||||||||||||||||||||||||
Debt Instrument, repayment | 15,000 | |||||||||||||||||||||||||||||||
Debt Instrument, repayment date | 31-Mar-14 | |||||||||||||||||||||||||||||||
Debt Discount, Net | ||||||||||||||||||||||||||||||||
Debt Discount | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | 11,769 | ||||||||||||||||||||||
Shares Issued, Loan Fee | 2,000,000 | |||||||||||||||||||||||||||||||
Shares Issued, Loan Fee, Value | 37,600 | |||||||||||||||||||||||||||||||
Shares Issued, price per share | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | $0.02 | ||||||||||||||||||||||
GCEF Opportunity - Conversion | ||||||||||||||||||||||||||||||||
Date of Conversion | 3-Jun-14 | |||||||||||||||||||||||||||||||
Shares Issued, Conversion of Debt | 3,930,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Converted Amount | 18,000 | |||||||||||||||||||||||||||||||
Accrued interest | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | 1,650 | ||||||||||||||||||||||
KMB | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 19-Mar-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 26-Dec-14 | |||||||||||||||||||||||||||||||
Accrued interest | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | 1,870 | ||||||||||||||||||||||
KMB #2 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 20-May-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 23-Feb-15 | |||||||||||||||||||||||||||||||
Accrued interest | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | 1,429 | ||||||||||||||||||||||
KMB #3 | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 18-Aug-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | 53,000 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 20-May-15 | |||||||||||||||||||||||||||||||
Accrued interest | 46 | 46 | 46 | 46 | 46 | 46 | 46 | 46 | 46 | 46 | ||||||||||||||||||||||
LG Capital | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 11-Jul-14 | |||||||||||||||||||||||||||||||
Debt Instrument, amount | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | 31,500 | ||||||||||||||||||||||
Debt Instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt Instrument, due date | 11-Jul-15 | |||||||||||||||||||||||||||||||
Accrued interest | 359 | 359 | 359 | 359 | 359 | 359 | 359 | 359 | 359 | 359 | ||||||||||||||||||||||
Black Mountain | ||||||||||||||||||||||||||||||||
Debt Instrument, issuance date | 5-Mar-14 | |||||||||||||||||||||||||||||||
Debt Instrument, Principal Sum | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||
Debt Instrument, amount | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||||||||||
Debt Instrument, conversion price per share | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | ||||||||||||||||||||||
Debt Instrument, Original Issue Discount | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | 2,500 | ||||||||||||||||||||||
Debt Instrument, Derivative liability at issuance | 110,515 | |||||||||||||||||||||||||||||||
Interest expense | 13,487 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 13,487 | |||||||||||||||||||||||||||||||
Gain (Loss) on Fair Value of Instrument | 33,509 | |||||||||||||||||||||||||||||||
Debt Discount, Net | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | 14,013 | ||||||||||||||||||||||
Debt Discount | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | 27,500 | ||||||||||||||||||||||
Derivative liability, fair value | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $33,509 | $110,515 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Promissory Note | |
Date of Agreement | 6/12/13 |
Notes payable | $15,000 |
Notes payable, loan fee | 5,000 |
Notes payable, due date | 8/12/13 |
Various Shareholders | |
Date of Agreement | 8/31/14 |
Notes payable | $13,100 |
Notes payable, interest rate | 8.00% |
STOCK_WARRANTS_Schedule_Of_Sto
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants (Details) (USD $) | 12 Months Ended |
Aug. 31, 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, Shares available to purchase with warrants | 3,000,000 |
Issued, Weighted Average Fair Value | $0.03 |
Ending Balance, Shares available to purchase with warrants | 3,065,625 |
Ending Balance, Weighted Average Price | $0.03 |
Ending Balance, Weighted Average Fair Value | $0.03 |
STOCK_WARRANTS_Schedule_Of_Sto1
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants Changes (Details) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | |
Range of Exercise Prices, low | $0.10 |
Range of Exercise Prices, high | $2 |
Number Outstanding | 3,065,625 |
Weighted Average Remaining Contractual Life | P6Y109D |
Weighted Average Exercise Price | $0.03 |
STOCK_WARRANTS_Details_Narrati
STOCK WARRANTS (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Warrant #1 | |
Date Issued | 27-Feb-13 |
Warrants, issued | 50,000 |
Aggregate fair value | $2,044 |
Warrant Description | The aggregate fair value of the warrants totaled $2,044 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.20, 1.30% risk free rate, 64% volatility and expected life of the warrants of 3 years. |
Warrant #2 | |
Date Issued | 30-Nov-12 |
Warrants, issued | 15,625 |
Aggregate fair value | 16,455 |
Warrant Description | The aggregate fair value of the warrants totaled $16,455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years. |
Warrant #3 | |
Date Issued | 4-Feb-14 |
Warrants, issued | 1,000,000 |
Aggregate fair value | 11,769 |
Warrant Description | The aggregate fair value of the warrants totaled $11,769 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and expected life of the warrants of 5 years. |
Warrant #4 | |
Date Issued | 27-Feb-14 |
Warrants, issued | 2,000,000 |
Aggregate fair value | $44,169 |
Warrant Description | The aggregate fair value of the warrants totaled $44,169 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 2.11% risk free rate, 246% volatility and expected life of the warrants of 7 years. |
COMMON_STOCK_TRANSACTIONS_Deta
COMMON STOCK TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | ||||
Aug. 31, 2014 | Aug. 31, 2013 | Dec. 10, 2014 | 31-May-13 | Sep. 19, 2012 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred Stock, Par Value | $0.00 | $0.00 | $0.00 | ||
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 | 3,000,000,000 | 90,000,000 | |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | ||
Common Shares Issued For Cash, Shares | 155,368 | ||||
Common Shares Issued For Cash, Amount | $15,998 | ||||
Shares Issued for Services, value | 174,633 | 467,448 | |||
Shares Issued for Conversion, value | 628,455 | ||||
Loss on debt conversion | 224,577 | ||||
Stock Split Ratio | 12:01 | ||||
Prepaid expenses to be allocated | 75,955 | 64,824 | |||
Deferred Stock Compensation Expense | 75,955 | ||||
Issuance #1 | |||||
Date Issued | 8-Nov-12 | ||||
Shares Issued for Services, shares | 120,000 | ||||
Shares Issued for Services, value | 25,000 | ||||
Shares Issued, price per share | $0.21 | ||||
Issuance #2 | |||||
Date Issued | 4-Jan-13 | ||||
Shares Issued for Services, shares | 100,000 | ||||
Shares Issued for Services, value | 145,000 | ||||
Shares Issued, price per share | $1.45 | ||||
Issuance #3 | |||||
Date Issued | 15-Feb-13 | ||||
Shares Issued for Services, shares | 1,200,000 | ||||
Shares Issued for Services, value | 246,000 | ||||
Shares Issued, price per share | $0.21 | ||||
Issuance #4 | |||||
Date Issued | 8-May-13 | ||||
Shares Issued for Services, shares | 99,996 | ||||
Shares Issued for Services, value | 9,250 | ||||
Shares Issued, price per share | $0.09 | ||||
Issuance #5 | |||||
Common Shares Issued For Cash, Shares | 1,333,333 | ||||
Common Shares Issued For Cash, Amount | 20,000 | ||||
Date Issued | 10-Dec-13 | ||||
Issuance #6 | |||||
Date Issued | 7-Feb-14 | ||||
Shares Issued for Services, shares | 6,500,000 | ||||
Shares Issued for Services, value | 81,250 | ||||
Shares Issued, price per share | $0.01 | ||||
Conversion #1 | |||||
Shares Issued for Conversion, shares | 5,988,935 | ||||
Shares Issued for Conversion, value | 41,923 | ||||
Loss on debt conversion | 194,577 | ||||
Conversion #2 | |||||
Date Issued | 18-Mar-14 | ||||
Shares Issued for Conversion, shares | 2,298,000 | ||||
Shares Issued for Conversion, value | 11,490 | ||||
Conversion #3 | |||||
Date Issued | 21-Mar-14 | ||||
Shares Issued for Conversion, shares | 5,000,000 | ||||
Shares Issued for Conversion, value | 25,000 | ||||
Debt Instrument, Remaining Principal Amount | 100,000 | ||||
Conversion #4 | |||||
Date Issued | 3-Jun-14 | ||||
Shares Issued for Conversion, shares | 3,930,000 | ||||
Shares Issued for Conversion, value | 19,650 | ||||
Conversion #5 | |||||
Shares Issued for Conversion, shares | 10,352,942 | ||||
Shares Issued for Conversion, value | 48,400 | ||||
Conversion #6 | |||||
Date Issued | 22-Jul-14 | ||||
Shares Issued for Conversion, shares | 6,000,000 | ||||
Shares Issued for Conversion, value | 30,000 | ||||
Conversion #7 | |||||
Shares Issued for Conversion, shares | 23,848,014 | ||||
Shares Issued for Conversion, value | 117,520 | ||||
Conversion #8 | |||||
Shares Issued for Conversion, shares | 19,500,000 | ||||
Shares Issued for Conversion, value | 109,895 | ||||
Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations | |||||
Shares cancelled and returned to treasury | 113,000,004 | ||||
Non-Employee | |||||
Shares Issued for Services, shares | 8,120,000 | 3,157,750 | |||
Shares Issued for Services, value | $174,633 | $467,448 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Shares Issued for Services, value | $174,633 | $467,448 |
Common Shares Issued For Cash, Shares | 155,368 | |
Common Shares Issued For Cash, Amount | 15,998 | |
Derivative liability | 558,194 | 148,870 |
Interest expense | 98,272 | 21,388 |
Accrued interest | 26,051 | 19,990 |
Bad debt expense | 42,972 | 4,950 |
Promissory Note with Former CEO | ||
Due Date | 11/30/14 | |
Interest accrued | 7,569 | |
Promissory Note, amount | 289,998 | |
Promissory Note, interest rate | 5.00% | |
Repayment of Debt | 2,150 | |
Derivative liability | 395,341 | |
Promissory Note with Former CEO #2 | ||
Promissory Note, amount | 304,973 | |
Promissory Note, interest rate | 8.00% | |
Derivative liability, fair value | 269,185 | |
Debt Discount | 274,973 | |
Interest expense | 30,134 | |
Accrued interest | 2,411 | |
Notes Receivable | ||
Date Issued | 15-Aug-13 | |
Note Receivable | 77,307 | |
Note Receivable Interest Rate | 8.00% | |
Note Receivable, Maturity Date | P90D | |
Note Receivable, repaid principal | 39,764 | |
Note Receivable, repaid interest | 1,500 | |
Bad debt expense | 42,972 | |
Issuance #4 | ||
Shares Issued for Services, shares | 99,996 | |
Shares Issued for Services, value | 9,250 | |
Shares Issued, price per share | $0.09 | |
Date Issued | 8-May-13 | |
Issuance #5 | ||
Common Shares Issued For Cash, Shares | 1,333,333 | |
Common Shares Issued For Cash, Amount | 20,000 | |
Date Issued | 10-Dec-13 | |
Issuance #6 | ||
Shares Issued for Services, shares | 6,500,000 | |
Shares Issued for Services, value | $81,250 | |
Shares Issued, price per share | $0.01 | |
Date Issued | 7-Feb-14 |
INCOME_TAXES_Schedule_of_Feder
INCOME TAXES - Schedule of Federal Income Tax Benefit (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Federal income tax benefit attributable to: | ||
Current operations | $471,847 | $453,217 |
Less: valuation allowance | -471,847 | -453,217 |
Net provision for Federal income taxes |
INCOME_TAXES_Schedule_of_Cumul
INCOME TAXES - Schedule of Cumulative Tax Effect (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryover | $951,794 | $479,948 |
Valuation allowance | -951,794 | -479,948 |
Net deferred tax asset |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Net Loss | ($1,387,784) | ($1,332,991) |
Operating Loss Carryforwards | -1,412,000 | |
Accumulated deficit | ($2,799,397) | ($1,411,613) |
Carryforward Expiration Date | 1-Jan-32 | |
Effective Income Tax Rate | 34.00% |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Total Stockholders Deficit | ($1,116,379) | ($737,411) | ($43,622) |
Accumulated deficit | ($2,799,397) | ($1,411,613) |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 12 Months Ended | ||||
Aug. 31, 2014 | Aug. 31, 2013 | Dec. 10, 2014 | 31-May-13 | Oct. 17, 2014 | |
Debt Instrument, Converted Amount | $628,455 | ||||
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 | 3,000,000,000 | 90,000,000 | |
Preferred Stock, Class A, Designated | 1,000,000 | ||||
Preferred Stock, Class A, Description | Class A Convertible Preferred Stock votes together with our common stock at a rate of three thousand (3,000) votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of one share of common stock for each preferred share held. In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock. Shares of Class A Convertible Preferred Stock have no dividend rights. | ||||
Black Mountain | |||||
Debt Instrument, Converted Amount | 23,800 | ||||
Shares Issued, Conversion of Debt | 26,240,311 | ||||
Asher #5 | |||||
Debt Instrument, Converted Amount | 73,000 | ||||
Shares Issued, Conversion of Debt | 42,830,672 | ||||
JMJ #3 & #4 | |||||
Debt Instrument, Converted Amount | 26,352 | ||||
Shares Issued, Conversion of Debt | 29,483,336 | ||||
KMB | |||||
Debt Instrument, Converted Amount | 44,225 | ||||
Shares Issued, Conversion of Debt | 41,833,761 | ||||
Blackbridge | |||||
Date of Conversion | 22-Sep-14 | ||||
Debt Instrument, Converted Amount | 20,000 | ||||
Shares Issued, Conversion of Debt | 12,121,212 | ||||
Beaufort Capital | |||||
Date of Conversion | 4-Nov-14 | ||||
Debt Instrument, Converted Amount | 4,900 | ||||
Shares Issued, Conversion of Debt | 14,000,000 | ||||
Beaufort Capital #2 | |||||
Date of Conversion | 24-Nov-14 | ||||
Debt Instrument, Converted Amount | 5,850 | ||||
Shares Issued, Conversion of Debt | 16,714,286 | ||||
WHC Capital | |||||
Date of Conversion | 11-Dec-14 | ||||
Debt Instrument, Converted Amount | 5,778 | ||||
Shares Issued, Conversion of Debt | 19,586,000 | ||||
Blackbridge Assignment | |||||
Debt Instrument, due date | 17-Mar-15 | ||||
Debt Instrument, interest rate | 5.00% | ||||
Date of Assignment | 9/15/14 | ||||
Debt Instrument, Amount | 20,000 | ||||
WHC Capital Assignment | |||||
Debt Instrument, due date | 25-Sep-15 | ||||
Debt Instrument, interest rate | 12.00% | ||||
Date of Assignment | 9/24/14 | ||||
Debt Instrument, Amount | 50,000 | ||||
Beaufort Capital Assignment | |||||
Debt Instrument, due date | 9-Oct-15 | ||||
Debt Instrument, interest rate | 12.00% | ||||
Date of Assignment | 10/24/14 | ||||
Debt Instrument, Amount | 50,000 | ||||
Employment Agreement | |||||
Preferred Stock, Class A, Issued | 1,000,000 | ||||
Annual Salary | $100,000 |