Greenwood Hall (ELRN) 10-Q 19 Jan 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Nov. 30, 2015shares
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2015
Trading Symbol	ELRN
Entity Registrant Name	Greenwood Hall, Inc.
Entity Central Index Key	1,557,644
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	47,943,273
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 30,328	$ 211,725
Accounts receivable, net	251,626	594,035
Prepaid expenses and other current assets	87,922	125,891
Current assets to be disposed of	36,860	36,860
TOTAL CURRENT ASSETS	406,736	968,511
PROPERTY AND EQUIPMENT, net	126,693	142,872
OTHER ASSETS
Deposits and other assets	74,783	75,034
TOTAL OTHER ASSETS	74,783	75,034
TOTAL ASSETS	608,212	1,186,417
CURRENT LIABILITIES
Accounts payable	1,502,751	1,332,057
Accrued expenses	789,133	634,780
Accrued payroll and related expenses	523,299	441,279
Deferred revenue	67,526	11,100
Accrued interest	346,659	251,751
Due to shareholders / officer	172,345	169,970
Notes payable, net of discount of $1,054,213 and $1,364,771, respectively	3,814,088	2,955,240
Line of credit	2,000,000	2,000,000
Derivative liability	97,346	1,664,993
Current liabilities to be disposed of	335,857	335,857
TOTAL CURRENT LIABILITIES	9,649,004	9,797,027
Notes payable, non-current	37,329	552,329
TOTAL LIABILITIES	$ 9,686,333	$ 10,349,356
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 937,500,000 shares authorized, 47,943,273 and 45,114,297 shares issued and outstanding, respectively	$ 47,944	$ 45,115
Subscription Receivable	(190,000)
Additional paid-in capital	13,464,921	9,934,174
Accumulated deficit	(22,400,986)	(19,142,228)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	$ (9,078,121)	$ (9,162,939)
Noncontrolling interest
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	$ (9,078,121)	$ (9,162,939)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 608,212	$ 1,186,417

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Statement of Financial Position [Abstract]
Debt Instrument, Unamortized Discount	$ 1,054,213	$ 1,364,771
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	937,500,000	937,500,000
Common Stock, Shares, Issued	47,943,273	45,114,297
Common Stock, Shares, Outstanding	47,943,273	45,114,297

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Income Statement [Abstract]
REVENUES	$ 1,290,001	$ 2,664,968
OPERATING EXPENSES
Direct cost of services	875,299	1,578,471
Personnel	691,468	858,960
Selling, general and administrative	1,026,477	$ 769,449
Equity-based expense	88,184
TOTAL OPERATING EXPENSES	2,681,428	$ 3,206,880
INCOME (LOSS) FROM OPERATIONS	(1,391,427)	(541,912)
OTHER INCOME (EXPENSE)
Interest expense	(2,052,792)	$ (109,528)
Change in value of derivatives	202,249
Miscellaneous income (expense), net	(16,788)	$ 82,227
TOTAL OTHER INCOME (EXPENSE)	(1,867,331)	(27,301)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES	$ (3,258,758)	$ (569,213)
Provision for (benefit from) income taxes
INCOME (LOSS) FROM CONTINUING OPERATIONS	$ (3,258,758)	$ (569,213)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
NET INCOME (LOSS)	$ (3,258,758)	$ (569,213)
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to PCS Link, Inc. common stockholders	$ (3,258,758)	$ (569,213)
Earnings per share - basic and diluted
Income (loss) from continuing operations attributable to Greenwood Hall, Inc. common stockholders	$ (0.07)	$ (0.01)
Income (loss) from discontinuing operations attributable to Greenwood Hall, Inc. common stockholders
Net income (loss) attributable to Greenwood Hall, Inc. common stockholders	$ (0.07)	$ (0.01)
Weighted average common shares - basic and diluted	47,656,478	39,536,450

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (3,258,758)	$ (569,213)
Net (income) loss from discontinued operations
Net income (loss) from continuing operations	$ (3,258,758)	$ (569,213)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:
Non-cash interest on convertible promissory notes	335,559	$ 6,523
Stock-based compensation	20,084
Shares issued for services	68,100
Shares issued for settlement	1,500,000
Depreciation and amortization	16,179	$ 15,840
Change in value of derivatives	(202,249)
Changes in operating assets and liabilities:
Accounts receivable	342,410	$ 439,804
Prepaid expenses and other current assets	37,969	$ 196,660
Deposits and other assets	251
Accounts payable	169,157	$ (204,546)
Accrued expenses	154,353	20,177
Accrued payroll and related	82,020	16,653
Deferred revenue	56,426	(993,897)
Accrued interest	94,908	(14,848)
Advances from officers, net	2,375	(42,890)
Net cash provided by (used in) operating activities of continuing operations	$ (581,216)	$ (1,129,737)
Net cash provided by (used in) operating activities of discontinued operations
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$ (581,216)	$ (1,129,737)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable	100,000
Payments on notes payable	(10,181)	$ (192,750)
Proceeds from the sale of stock	$ 310,000
Proceeds from the sale of units		$ 1,000,000
Net cash provided by (used in) financing activities of continuing operations	$ 399,819	$ 807,250
Net cash provided by (used in) financing activities of discontinued operations
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	$ 399,819	$ 807,250
NET INCREASE (DECREASE) IN CASH FROM CONTINUING OPERATIONS	$ (181,397)	$ (322,487)
NET INCREASE (DECREASE) IN CASH FROM DISCONTINUED OPERATIONS
NET INCREASE (DECREASE) IN CASH	$ (181,397)	$ (322,487)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	211,725	367,286
CASH AND CASH EQUIVALENTS, END OF PERIOD	30,328	44,799
Supplemental disclosures:
Interest paid in cash	$ 297,009	$ 117,853
Income taxes paid in cash
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible note and accrued interest into common stock	$ 80,000

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Greenwood Hall is an education technology company. We provide technology-enabled solutions that enable public and private, not-for-profit colleges and universities to support student learning anywhere. Greenwood Hall does this by providing the services and technology that enable schools to revolutionize how they are able to manage the student lifecycle. Each one of our solutions are designed to help our education partners increase revenue, improve efficiencies, enhance student experience, and improve student outcomes. Since 2006, we have developed and customized turnkey solutions that combine strategy, personnel, proven processes and robust technology to help schools effectively and efficiently improve student outcomes, expand into new markets such as online learning, increase revenues, and deliver enhanced student experiences. Our Company currently has 111 employees and has served more than 40 education clients and over 70 degree programs. Basis of Presentation On July 23, 2014, Greenwood Hall, Inc. (formerly Divio Holdings, Corp. (“ Divio PCS Link Surviving Corporation The Merger was accounted for as a “reverse merger” with PCS Link as the accounting acquirer and the Company as the legal acquirer. Although, from a legal perspective, the Company acquired PCS Link, from an accounting perspective, the transaction is viewed as a recapitalization of PCS Link accompanied by an issuance of stock by PCS Link for the net assets of Greenwood Hall, Inc. This is because Greenwood Hall, Inc. did not have operations immediately prior to the merger, and following the merger, PCS Link is the operating company. The board of directors of Greenwood Hall, Inc. immediately after the merger consisted of five directors, with four of the five directors nominated by PCS Link. Additionally, PCS Link’s stockholders owned 71% of the outstanding shares of Greenwood Hall, Inc. immediately after completion of the transaction. The presentation of the consolidated statements of stockholders’ deficit reflects the historical stockholders’ deficit of PCS Link through July 23, 2014. The effect of the issuance of shares of Divio common stock in connection with the Merger and the inclusion of Divio’s outstanding shares of common stock at the time of the Merger on July 23, 2014 is reflected during the eight months ended August 31, 2014. Principles of Consolidation The consolidated financial statements include the accounts of Greenwood Hall, PCS Link, and University Financial Aid Solutions, LLC (“UFAS”), collectively referred to herein as the Company, we, us, our, and Greenwood Hall. All significant intercompany accounts and transactions have been eliminated in consolidation. Through our affiliate UFAS we provided complete financial aid solutions. During 2013, UFAS ceased operations and is presently winding down its affairs. As a result, it is presented in the accompanying consolidated financial statements as discontinued operations. Going Concern The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ US GAAP The Company has historically funded its activities through cash generated from operations, debt financing, the issuance of equity for cash, and advances from shareholders. During the quarter ended November 30, 2015, the Company received approximately $400,000 in net proceeds from financing activities. Management intends to become profitable by continuing to grow its operations and customer base. If the Company is not successful in becoming profitable, it may have to further delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less. Research and Development Costs relating to designing and developing new products are expensed in the period incurred. Revenue Recognition The Company’s contracts are typically structured into two categories, (i) fixed-fee service contracts that span a period of time, often in excess of one year, and (ii) service contracts at agreed-upon rates based on the volume of service provided. Some of the Company’s service contracts are subject to guaranteed minimum amounts of service volume. The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, services have been rendered, the selling price is fixed or determinable, and collectability of the selling price is reasonably assured. For fixed-fee service contracts, the Company recognizes revenue on a straight-line basis over the period of contract performance. Costs incurred under these service contracts are expensed as incurred. Deferred Revenue Deferred revenue primarily consists of prepayments received from customers for which the Company’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met. Accounts Receivable The Company extends credit to its customers. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of the Company’s customers to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If the Company determines that the financial condition of any of its customers has deteriorated, whether due to customer specific or general economic issues, an increase in the allowance may be made. After all attempts to collect a receivable have failed, the receivable is written off. Based on the information available, management believes the Company’s accounts receivable, net of the allowance for doubtful accounts, are collectable. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives used are as follows: Classification Life Equipment 5-7 Years Computer equipment 7 Years Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Earnings (Loss) per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Potential dilutive instruments including warrants, stock options, and shares issuable upon conversion of promissory notes, have been excluded from the computation of diluted shares as their effect is anti-dilutive during fiscal 2016 and 2015. Variable Interest Entities Generally, an entity is defined as a variable interest entity (“ VIE University Financial Aid Services, LLC was 60% owned by John Hall and Zan Greenwood, who at the time held a combined 92.5% of our common stock and served as directors of PCS Link. John Hall is the CEO of the Company and Zan Greenwood served as the Company’s Chief Operating Officer through June 2013. The equity owners of UFAS have no equity at risk, Greenwood Hall has funded UFAS’ operations since it was formed in 2010, and we have the ability to exercise control over UFAS through our two shareholders / directors. Based on our assessment, we have determined that UFAS is a VIE and that we are the primary beneficiary, as defined in current accounting rules. Accordingly, we are required to consolidate the revenues and expenses of UFAS. To date, the Company has not allocated any income or loss of UFAS to noncontrolling interests as the noncontrolling interests never had any equity at risk. As previously discussed, UFAS ceased operations during 2013 and is presently winding down its affairs. The Company does not anticipate having any future involvement with UFAS after it is dissolved. Marketing and Advertising Marketing and advertising costs are expensed as incurred. Marketing and advertising amounted to $12,833 and $29,685 for the three months ended November 30, 2015, and the three months ended November 30, 2014, respectively, and are included in selling, general and administrative expenses. Stock-Based Compensation Compensation costs related to stock options and other equity awards are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation.” Under this method, compensation cost is calculated based on the grant-date fair value estimated in accordance FASB ASC 718-10, amortized on a straight-line basis over the awards’ vesting period. Stock-based compensation was $20,084 and $0 for the three months ended November 30, 2015 and the three months ended November 30, 2014, respectively. This expense is included in the condensed consolidated statements of operations as Equity-based expense. Derivative Liabilities We account for warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded as additional paid-in capital on our Consolidated Balance Sheet and no further adjustments to their valuation are made. Some of our warrants were determined to be ineligible for equity classification because of provisions that may result in an adjustment to their exercise price. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as assets or liabilities are recorded on our Consolidated Balance Sheet at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. We estimate the fair value of these liabilities using option pricing models that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life and risk-free interest rate. As part of a debt financing during May 2014, the Company issued warrants to acquire 248,011 shares of Common Stock. These warrants contain a mechanism to increase the number of warrants upon the issuance of certain dilutive equity securities. If during the terms of the warrants, the Company issues additional shares of Common Stock or equivalents, the warrant holders are entitled to additional warrants with the same terms as the original warrants. As a result of these features, the warrants are subject to derivative accounting as prescribed under ASC 815. Accordingly, the fair value of the warrants on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability. The fair value of the Warrants is estimated at the end of each reporting period and the change in the fair value of the Warrants is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. During 2013, the Company entered into a Loan and Security Agreement with Colgan Financial Group, Inc. (“ CFG CUB Second Amendment Credit Agreement Lenders In December 2014, the Company entered into a Secured Convertible Note with CFG and Robert Logan pursuant to which the Company issued a convertible promissory note of $500,000 and the right to purchase shares upon the payment or conversion of the note principal. The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of (i) $1.50 per share or (ii) 85% of the weighted average price per share of the Company’s trading price for the 10 trading days prior to conversion / exercise. As a result of this feature, the warrants and conversion feature are subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the warrants and conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the warrants and conversion feature is estimated at the end of each reporting period and the change in the fair value is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. In March 2015, the Company entered into a Convertible Note with Redwood Fund, LP (“ Redwood In August 2015, the Company entered into a Convertible Note with Redwood pursuant to which the Company issued a convertible promissory note of $588,236 and the right to purchase shares upon the payment or conversion of the note principal. The conversion price (the “ Conversion Price In April 2015, the Company entered into a Convertible Note with Lincoln Park Capital Fund, LLP (“ Lincoln Park In August 2015, the Company entered into a Convertible Note with Lincoln Park pursuant to which the Company issued a convertible promissory note of $295,000 and the right to purchase warrants upon the payment or conversion of the note principal. The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50. As a result of this feature, the conversion feature is subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the conversion feature is estimated at the end of each reporting period and the change in the fair value is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. During the three months ended November 30, 2015 and the three months ended November 30, 2014, the Company recognized a change in value of the derivative liability of $202,249 and $0, respectively. Fair Value of Financial Instruments The Company groups financial assets and financial liabilities measured at fair value into three levels of hierarchy in accordance with ASC 820-10, “Fair Value Measurements and Disclosure.” Assets and liabilities recorded at fair value in the accompanying balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level Input: Input Definition: Level I Observable quoted prices in active markets for identical assets and liabilities. Level II Observable quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level III Model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. For certain of our financial instruments, including working capital instruments, the carrying amounts are approximate fair value due to their short-term nature. Our notes payable approximate fair value based on prevailing interest rates. The following table summarizes fair value measurements at November 30, 2015 and 2014 for assets and liabilities measured at fair value on a recurring basis. November 30, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 97,346 August 31, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 1,664,993 The assumptions used in valuing derivative instruments issued during the twelve months ended November 30, 2015 were as follows: Risk free interest rate 0.51% - 1.65% Expected life 0.38 – 5.50 Years Dividend yield None Volatility 100% The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2015: Value at August 31, 2015 $ 1,664,993 Issuance of instruments 0 Change in value (202,249 ) Net settlements (1,365,398 ) Value as of November 30, 2015 $ 97,346 The derivative liabilities are estimated using option pricing models that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life and risk-free interest rate. Changes in the assumptions used could have a material impact on the resulting fair value. The primary input affecting the value of our derivatives liabilities is the Company’s stock price, term and volatility. Other inputs have a comparatively insignificant effect. Effect of Recently Issued Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ ASU 2014-15 In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction-and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principles-based approach for determining revenue recognition. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The revenue recognition standard is required to be applied retrospectively, including any combination of practical expedients as allowed in the standard. We are evaluating the impact, if any, of the adoption of ASU 2014-09 to our financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. We adopted this standard during fiscal 2015 and believe that it did not have a significant effect on our financial position or results of operation.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Nov. 30, 2015
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	2. PROPERTY AND EQUIPMENT Depreciation and amortization of property and equipment amounted to $16,179 and $15,840 for the three months ended November, 2015 and the three months ended November 30, 2014, respectively, and is included in the accompanying consolidated statements of operations in selling, general and administrative expenses. At November 30, 2015 and August 31 2015, property and equipment consists of the following: November 2015 August 2015 Computer equipment $ 553,255 553,255 Software and Equipment 39,400 39,400 Furniture & Fixtures 9,177 9,177 601,832 601,832 Accumulated depreciation (475,139 ) (458,960 ) Net property and equipment $ 126,693 142,872

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Nov. 30, 2015
Debt Disclosure [Abstract]
NOTES PAYABLE	3. NOTES PAYABLE Opus Bank: On May 28, 2014, the Company entered into a Credit Agreement and related term loan and line of credit with Opus Bank (“ Opus CFG CUB On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders On September 24, 2015, PCS Link, Inc. dba Greenwood & Hall (“ PCS Link ”), a subsidiary of Greenwood Hall, Inc., the Company, and Opus Bank (“ Opus ”) agreed to terms for a Third Amendment, Waiver and Ratification agreement (“ Opus Third Amendment ”) amending the Amended and Restated Credit Agreement, as amended, between the parties dated as of July 18, 2014 (“ Opus Credit Agreement ”). The Opus Amendment amends the Opus Credit Agreement as follows: · Opus waived all prior covenant defaults. · Opus shall have no obligation to advance any further credit to PCS Link, either by way of overdraft coverage or advances on any loans currently outstanding. · The maturity date (“ ”) means the earlier of (i) April 15, 2016, (ii) the date on which the issuance of securities occurs resulting in aggregate proceeds not less than the outstanding debt owed Opus, or (iii) the date on which the sale of all of the capital stock or substantially all of the assets of PCS Link occurs. · By October 2, 2015, PCS Link will issue equity and/or unsecured debt resulting in aggregate gross proceeds not less than $1,250,000. · PCS Link shall have no further obligation to comply with the financial covenants. · PCS Link shall not be required to make any principal payments until the Maturity Date. All accrued principal, along with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date. · The outstanding balance of PCS Link shall accrue interest at the rate of 8% per annum beginning on August 1, 2015. PCS Link shall make such interest payments on a monthly basis commencing as of September 1, 2015. · Opus will receive 1,200,000 warrants for shares of common stock at an exercise price of $1.00 per share, not to include anti-dilution or cash-less exercise provision. Opus’s existing warrant with an issue date of July 18, 2014 shall be surrendered upon issuance of the 1,200,000 warrants. As of November 30, 2015, the Company has not yet raised the required equity or unsecured debt and, as of January 19, 2016, is not in compliance with this requirement. No event of default has been formally declared by Opus Bank as of November 30, 2015. As of November 30, 2015, the balance outstanding on the term loan and line of credit amounted to $1,562,280 and $2,058,115, respectively. At November 30, 2015, amounts owed pursuant to the Credit Agreement bear interest at a rate of 8.00% per annum. In connection with the Credit Agreement, the Company issued 248,011 warrants to purchase common stock at an exercise price of $1.00 per share, which increased to 375,000 warrants due to dilutive issuances of equity by the Company during the eight months ended August 31, 2014. The warrants are exercisable immediately. In the event of future dilutive issuances, the number of warrants issuable shall be increased based on a specified formula. The warrants were valued at $78,281 on the date of issuance, which was recorded as a note discount. During the three months ended November 30, 2015, the Company recognized $6,523 of amortization related to this discount, leaving a balance of $39,140 at November 30, 2015. California United Bank: In October 2010, the Company issued a promissory note to California United Bank (“ CUB On May 22, 2014, the Company and CUB amended the promissory note of $1,250,000 to extend the maturity date to the earlier of i) October 31, 2014 or ii) the completion of specified debt / equity funding. CUB also agreed to subordinate its security interest to another lender if certain criteria were met. In December 2014, the Company entered into a Change in Terms Agreement with CUB which included an extension of the maturity date of the facility to April 30, 2015 and an adjustment of the interest rate to five percent (5%) in excess of the Prime Rate. On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders In conjunction with the Opus Third Amendment dated September 24, 2015, the following terms were agreed to with California United Bank: · CUB will provide the Company a forbearance period beginning September 1, 2015 and continuing through April 15,2016 (the “ Forbearance Period · CUB will receive during the Forbearance Period monthly interest payments of interest in full for the period starting September 1, 2015. · CUB shall be paid deferred interest due upon the Company raising $2,000,000 in working capital, but only if the Company has satisfied its obligations in accordance with Company’s prepared cash projections. · CUB will receive a full payoff of all its outstanding principal, interest (including accrued and unpaid interest as of the date of this letter), fees, and expenses (including, but not limited to, CUB’s outside counsel legal fees and costs) by April 15, 2016 or at the successful consummation of any public offering, strategic private investments, or take private scenario, whichever occurs first. CUB will receive 523,587 warrants for shares of common stock at an exercise price of $1.00 per share, not to include anti-dilution or cash-less exercise provision As of November 30, 2015, the balance remaining is $906,774. Colgan Financial Group, Inc.: In December 2014, in consideration for funds in the amount of $500,000 received by Greenwood Hall, Inc. from Colgan Financial Group, Inc. (“ CFG Logan Holder On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders In connection with this debt, the Company issued the right to purchase warrants upon the payment or conversion of the note principal. The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of i) $1.50 per share or ii) 85% of the weighted average price per share of the Company’s trading price for the ten (10) trading days prior to conversion / exercise. As a result of this feature, the warrants and conversion feature are subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the warrants and conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the discount on the issuance date was estimated at approximately $323,000 and is being amortized over the term of the note using the effective interest method. Amortization of the note discount during the three months ended November 30, 2015 amounted to approximately $81,000. In conjunction with the Opus Third Amendment of September 25, 2015, the following terms were agreed to with Colgan Financial Group: · CFG will provide the Company a forbearance period beginning September 1, 2015 and continuing through April 15,2016 and extend the maturity of its facility to April 15, 2016. · Payment obligation of quarterly interest payments due under the Note from the date hereof through the Forbearance Termination Date is modified so that (i) until Borrower has raised an additional $2,000,000 in working capital since August 12, 2015 and satisfied its obligations in accordance with its cash projections, interest shall continue to accrue in accordance with the Note, and upon completion of such additional capital raise, the amount of such accrued and unpaid interest shall be added to the principal amount of the Note as of the date of completion of such capital raise and shall accrue interest and be payable thereafter; and (ii) upon completion of such capital raise, interest shall continue to accrue thereafter and be payable at fifty percent (50%) of the amount of interest due among all Notes with lender shall not exceed in the aggregate eleven thousand one-hundred seventy-six and 50/100 dollars ($11,176.50) per month, and the remaining unpaid balance of such accrued interest shall be paid in full on the Opus Maturity Date. · CFG will receive 20,000 warrants for shares of common stock at an exercise price of $1.00 per share, not to include anti-dilution or cash-less exercise provision. · The conversion price for Eighty Thousand Dollars ($80,000) of the outstanding principal will be Ten Cents ($0.10) per share. Redwood Fund, LP: On or about March 31, 2015, the Company entered into a Convertible Note with Redwood Fund, LP (“ Redwood On August 14, 2015, the Company entered into a one-year $588,236 Convertible Note with Redwood. In conjunction with this note, the Company issued Redwood warrants that are exercisable for 295,000 shares of the Company’s common stock over the next five (5) years at an exercise price of $1.00 per share. Redwood has an option to provide additional convertible debt to the Company in the amount of $250,000 at the same terms. Interest will accrue monthly at 10% annually and the note is unsecured. In connection with this debt, the Company recorded a note discount equal to $588,236 associated with the measurement of the warrants and conversion issued therewith. In addition to this note and the Warrant, at the Closing, the Company issued 200,000 shares of common stock to Redwood, which were measured at the closing price on the date of issuance. The aggregate value of the shares, warrants and conversion feature exceeded the face value of the note. As a result, the Company recognized a charge to interest expense in the amount of $1,165,202 on the date of issuance related to such excess value. During the three months ended November 30, 2015, the Company recognized approximately $147,059 of amortization of note discount. On November 6, 2015, the Company entered into a six month $125,000 Promissory note with Redwood with an original issue discount of 20% or $25,000. Interest will accrue monthly at 10% annually and the note is unsecured. During the three months ended November 30, 2015, the Company recognized approximately $1,667 of amortization of note discount and $822 accrued interest. Lincoln Park Capital Fund, LLP: In April 2015, the Company entered into a Convertible Note with Lincoln Park Capital Fund, LLP (“ Lincoln Park On August 21, 2015, the Company entered into a one-year $295,000 Convertible Note with Lincoln Park. In conjunction with this note, the Company issued Lincoln Park warrants that are exercisable for 400,000 shares of the Company’s common stock over the next five (5) years at an exercise price of $1.00 per share. Interest will accrue monthly at 10% annually and the note is unsecured. In connection with this debt, the Company recorded a note discount equal to approximately $247,000 associated with the measurement of the warrants and conversion issued therewith. During the three months ended November 30, 2015, the Company recognized approximately $53,880 of amortization of note discount. Colgan Financial Group, inc.: During 2013, the Company entered into a Loan and Security Agreement with CFG pursuant to which the Company issued a promissory note of $600,000. The note bears interest at 2.5% per month, is payable in monthly installments of principal and interest through June 2014, is guaranteed by one shareholder of the Company and an advisor to the Company and is secured by substantially all assets of the Company. This note is subordinate to the notes held by CUB. In July 2014, a payment of $144,000 was made in connection with an equity funding. In April 2015, the Company received an additional $200,000 in funding under this agreement. On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders th During the eight months ended August 31, 2014, the Company issued two (2) convertible promissory notes to CFG, one in the amount of $175,000 and one in the amount of $200,000. In connection with these two convertible promissory notes, the Company issued 198,409 shares of common stock valued at $186,270 (the estimated fair value of the shares on the issuance date), which was recorded as interest expense during the eight months ended August 31, 2014. In addition, the Company incurred an aggregate of $80,000 in fixed loan fees / interest expense. The notes were paid in full during the eight months ended August 31, 2014. Promissory Note The Company also finances the purchases of small equipment. The amount of such notes is not significant at November 30, 2015. The following is a schedule, by year, of future minimum principal payments required under notes payable as of November 30, 2015: Years Ending August 31, 2016 $ 6,873,901 2017 $ 37,329 2018 2019 — Total 6,905,630 Note discount (1,054,213 ) $ 5,851,417

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Nov. 30, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	4. RELATED PARTY TRANSACTIONS One of the Company’s customers, MarkeTouch Media, Inc. (“ MarkeTouch ”), held a 7.5% interest in our common stock during 2013. On June 9, 2015, MarkeTouch Media and Greenwood Hall came to a settlement whereby MarkeTouch Media does not own any stock or equity or other ownership right in Greenwood Hall or PCS Link in exchange for Service credits of $174,000 for use towards any monthly or other payment owed for services to Greenwood Hall for services performed between June 1, 2015 and May 31, 2018 but not to exceed $10,000 credit any one given month.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Nov. 30, 2015
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	5. STOCKHOLDERS’ EQUITY The Company is authorized to issue one class of stock, which represents 937,500,000 shares of common stock, par value $0.001. Common Stock Pursuant to an agreement between the Company and MarkeTouch, the Company is repurchasing the shares held by MarkeTouch. This agreement was settled per an agreement dated June 9, 2015. MarkeTouch relinquished all equity and ownership rights in exchange for service credits up to $174,000 to be used over a designated period with certain monthly limits. On September 16, 2015, the Company closed a stock purchase agreement with Neil Rogers (“ Rogers On September 16, 2015, pursuant to the termination of a registration rights agreement between the Company, Rogers, and Byrne United S.A. ("Byrne"), the Company agreed to issue 625,000 shares of Common Stock to Rogers and 625,000 shares of Common Stock to Byrne. The Company recognized an interest expense of $ 1,500,000 associated with this issuance. The Company made the above offerings to Byrne and Rogers in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act as Byrne and Rogers are non-U.S. persons (as that term is defined in Regulation S of the Securities Act). On September 24, 2015, CFG converted $ 80,000 in debt at a price of $ 0.10 per share of Common Stock, pursuant to the Opus Third Amendment. Stock Issued for Services In April 2015, the Company entered into a three (3) month agreement with a vendor for advisory and consulting services. The agreement was extended into the Company’s current fiscal year. For the quarter that ended November 30, 2015, the vendor received 28,976 shares which were measured based on their grant-date fair value and recognized as an operating expense of $48,100. In September 2015, the Company entered into a three (3) month agreement with a vendor for advisory and consulting services. For the quarter that ended November 30, 2015, the vendor received 250,000 shares which were measured based on their grant-date fair value and recognized as an operating expense of $20,000. Stock Option Plan In July 2014, the Board of Directors adopted, and the shareholders approved, the 2014 Stock Option Plan under which a total of 5,000,000 shares of common stock had been reserved for issuance. The 2014 Stock Option Plan will terminate in September 2024. Stock Options As of November 30, 2015, the members of the Board of Directors hold options to purchase 1,750,000 shares of common stock at exercise prices ranging from $0.01 to $0.75, which were granted prior to August 31, 2015. Transactions in Q1 2016 Quantity Weighted- Weighted- Outstanding, August 31, 2015 1,750,000 0.37 9.29 Granted 0 0 Exercised 0 0 Cancelled/Forfeited 0 0 Outstanding, November 30, 2015 1,750,000 0.37 9.04 Exercisable, November 30, 2015 1,750,000 0.37 9.04 The fair value of these options was estimated at the date of grant using the Black Scholes option pricing model with the following assumptions: no dividends, expected volatility of 30%, risk free interest rate of 2.72%, and expected life of 5.5 years. The weighted average remaining contractual life of options outstanding issued under the Plan was 9.04 years at November 30, 2015. The exercise prices for the options outstanding at November 30, 2015 ranged from $0.01 to $0.75, and the information relating to these options is as follows: OPTIONS OUTSTANDING OPTIONS EXERCISABLE Quantity Weighted- Weighted- Quantity Weighted- Weighted- 700,000 $ 0.01 8.65 700,000 0.01 8.65 600,000 $ 0.50 9.28 600,000 0.50 9.28 450,000 $ 0.75 9.34 225,000 0.75 9.34 1,750,000 $ 0.37 9.04 1,750,000 $ 0.37 9.04 Warrants Outstanding The following is a summary of warrants outstanding at November 30, 2015: Exercise Price Number of Expiration Date $ 1.30 375,000 May 2021 $ 1.00 1,264,023 Nov 2024 $ 0.01 100,000 Jul 2016 $ 1.00 295,000 Apr 2016 $ 1.00 400,000 Aug 2016 $ 0.50 1,176,473 Aug 2016

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Nov. 30, 2015
Risks and Uncertainties [Abstract]
CONCENTRATIONS	6. CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. Historically, the Company has not experienced any losses in such accounts. Major Customers For the three months ended November 30, 2015, four (4) customers represented 53% of net revenues and for the three months ended November 30, 2014 one (1) and two (2) projects represented 57% of net revenues, respectively. A decision by this customer to cease business relations with the Company may have a material adverse effect on the Company’s financial condition and results of operations.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Nov. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	7. INCOME TAXES The difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to pre-tax income (loss) is mainly related to an increase in the valuation allowance, partially offset by state income taxes. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. Deferred income tax assets are mainly related to net operating loss carryforwards. Management has chosen to take a 100% valuation allowance against the deferred income tax asset until such time as management believes that its projections of future profits make the realization of the deferred income tax assets more likely than not. Significant judgment is required in the evaluation of deferred income tax benefits and differences in future results from management’s estimates could result in material differences. A majority of the Company’s deferred tax asset is comprised of net operating loss carryforwards, offset by a 100% valuation allowance at November 30, 2015. As of November 30, 2015, the Company is in process of determining the amount of Federal and State net operating loss carry forwards (“ NOL Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that expire prior to utilization as a result of such limitations will be removed, if applicable, from deferred tax assets with a corresponding reduction of the valuation allowance.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Nov. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases its operating facilities under non-cancelable operating leases that expire through 2024. Total rent expense for the three months ended November 30, 2015, the three months ended November 30, 2014, amounted to $184,111and $80,068, respectively. The Company is responsible for certain operating expenses in connection with these leases. The following is a schedule, by year, of future minimum lease payments required under non-cancelable operating leases as of August 31, 2015: Years Ending August 31, 2016 $ 576,899 2017 676,425 2018 694,857 2019 713,753 2020 716,767 Thereafter 1,642,397 $ 5,021,098 Employment Agreements At November 30, 2015, the Company maintained an employment agreement with an officer, the terms of which may require the payment of severance benefits upon termination. Legal Matters The Company is involved from time to time in various legal proceedings in the normal conduct of its business. The Company is the subject of pending litigation, which could cause it to incur significant costs in defending such litigation or in resulting actions or judgments. The Robin Hood Foundation (“ Robin Hood Patriot Hall The Company is the subject of pending litigation, which could cause it to incur significant costs in defending such litigation or in resulting actions or judgments. Finance 500, Inc. filed suit against the Company, in the Superior Court of the State of California for the County of Orange (Central Justice) for breach of contract and unjust enrichment, among other things, in the amount of not less than $ 250,000. We believe that we have strong defenses and we are vigorously defending against this lawsuit, but the potential range of loss related to this matter cannot be determined, as the pleadings are still not resolved, and will not resolved anytime in the near future. The outcome of this matter is inherently uncertain and could have a materially adverse effect on our business, financial condition and results of operations if decided unfavorably against the Company.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Nov. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	9. DISCONTINUED OPERATIONS During 2013, we ceased operations in our affiliated company, UFAS. The operations of UFAS are now presented as discontinued operations in the accompanying consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Nov. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS On December 10, 2015, Seminole State College renewed its services agreement with the Company. On December 12, 2015, the Company accepted the resignation of Brett Johnson, the Company’s President. On December 22, 2015, the Company accepted the resignation of Tina Gentile, the Company’s Interim Chief Financial Officer. On December 31, 2015, the Company issued an unsecured convertible promissory note in the amount of $275,000. The holder of the note has the option to convert the note at $ 0.40 per share of the Company’s common stock. The note bears an interest at a rate of 10% per annum and is due May 31, 2016.

ORGANIZATION AND SUMMARY OF S16

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Greenwood Hall is an education technology company. We provide technology-enabled solutions that enable public and private, not-for-profit colleges and universities to support student learning anywhere. Greenwood Hall does this by providing the services and technology that enable schools to revolutionize how they are able to manage the student lifecycle. Each one of our solutions are designed to help our education partners increase revenue, improve efficiencies, enhance student experience, and improve student outcomes. Since 2006, we have developed and customized turnkey solutions that combine strategy, personnel, proven processes and robust technology to help schools effectively and efficiently improve student outcomes, expand into new markets such as online learning, increase revenues, and deliver enhanced student experiences. Our Company currently has 111 employees and has served more than 40 education clients and over 70 degree programs.
Basis of Presentation	Basis of Presentation On July 23, 2014, Greenwood Hall, Inc. (formerly Divio Holdings, Corp. (“ Divio PCS Link Surviving Corporation The Merger was accounted for as a “reverse merger” with PCS Link as the accounting acquirer and the Company as the legal acquirer. Although, from a legal perspective, the Company acquired PCS Link, from an accounting perspective, the transaction is viewed as a recapitalization of PCS Link accompanied by an issuance of stock by PCS Link for the net assets of Greenwood Hall, Inc. This is because Greenwood Hall, Inc. did not have operations immediately prior to the merger, and following the merger, PCS Link is the operating company. The board of directors of Greenwood Hall, Inc. immediately after the merger consisted of five directors, with four of the five directors nominated by PCS Link. Additionally, PCS Link’s stockholders owned 71% of the outstanding shares of Greenwood Hall, Inc. immediately after completion of the transaction. The presentation of the consolidated statements of stockholders’ deficit reflects the historical stockholders’ deficit of PCS Link through July 23, 2014. The effect of the issuance of shares of Divio common stock in connection with the Merger and the inclusion of Divio’s outstanding shares of common stock at the time of the Merger on July 23, 2014 is reflected during the eight months ended August 31, 2014.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Greenwood Hall, PCS Link, and University Financial Aid Solutions, LLC (“UFAS”), collectively referred to herein as the Company, we, us, our, and Greenwood Hall. All significant intercompany accounts and transactions have been eliminated in consolidation. Through our affiliate UFAS we provided complete financial aid solutions. During 2013, UFAS ceased operations and is presently winding down its affairs. As a result, it is presented in the accompanying consolidated financial statements as discontinued operations.
Going Concern	Going Concern The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ US GAAP The Company has historically funded its activities through cash generated from operations, debt financing, the issuance of equity for cash, and advances from shareholders. During the quarter ended November 30, 2015, the Company received approximately $400,000 in net proceeds from financing activities. Management intends to become profitable by continuing to grow its operations and customer base. If the Company is not successful in becoming profitable, it may have to further delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less.
Research and Development	Research and Development Costs relating to designing and developing new products are expensed in the period incurred.
Revenue Recognition	Revenue Recognition The Company’s contracts are typically structured into two categories, (i) fixed-fee service contracts that span a period of time, often in excess of one year, and (ii) service contracts at agreed-upon rates based on the volume of service provided. Some of the Company’s service contracts are subject to guaranteed minimum amounts of service volume. The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, services have been rendered, the selling price is fixed or determinable, and collectability of the selling price is reasonably assured. For fixed-fee service contracts, the Company recognizes revenue on a straight-line basis over the period of contract performance. Costs incurred under these service contracts are expensed as incurred.
Deferred Revenue	Deferred Revenue Deferred revenue primarily consists of prepayments received from customers for which the Company’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met.
Accounts Receivable	Accounts Receivable The Company extends credit to its customers. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of the Company’s customers to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If the Company determines that the financial condition of any of its customers has deteriorated, whether due to customer specific or general economic issues, an increase in the allowance may be made. After all attempts to collect a receivable have failed, the receivable is written off. Based on the information available, management believes the Company’s accounts receivable, net of the allowance for doubtful accounts, are collectable.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives used are as follows: Classification Life Equipment 5-7 Years Computer equipment 7 Years Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Earnings (Loss) per Share	Earnings (Loss) per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Potential dilutive instruments including warrants, stock options, and shares issuable upon conversion of promissory notes, have been excluded from the computation of diluted shares as their effect is anti-dilutive during fiscal 2016 and 2015.
Variable Interest Entities	Variable Interest Entities Generally, an entity is defined as a variable interest entity (“ VIE University Financial Aid Services, LLC was 60% owned by John Hall and Zan Greenwood, who at the time held a combined 92.5% of our common stock and served as directors of PCS Link. John Hall is the CEO of the Company and Zan Greenwood served as the Company’s Chief Operating Officer through June 2013. The equity owners of UFAS have no equity at risk, Greenwood Hall has funded UFAS’ operations since it was formed in 2010, and we have the ability to exercise control over UFAS through our two shareholders / directors. Based on our assessment, we have determined that UFAS is a VIE and that we are the primary beneficiary, as defined in current accounting rules. Accordingly, we are required to consolidate the revenues and expenses of UFAS. To date, the Company has not allocated any income or loss of UFAS to noncontrolling interests as the noncontrolling interests never had any equity at risk. As previously discussed, UFAS ceased operations during 2013 and is presently winding down its affairs. The Company does not anticipate having any future involvement with UFAS after it is dissolved.
Marketing and Advertising	Marketing and Advertising Marketing and advertising costs are expensed as incurred. Marketing and advertising amounted to $12,833 and $29,685 for the three months ended November 30, 2015, and the three months ended November 30, 2014, respectively, and are included in selling, general and administrative expenses.
Stock-Based Compensation	Stock-Based Compensation Compensation costs related to stock options and other equity awards are determined in accordance with FASB ASC 718-10, “Compensation-Stock Compensation.” Under this method, compensation cost is calculated based on the grant-date fair value estimated in accordance FASB ASC 718-10, amortized on a straight-line basis over the awards’ vesting period. Stock-based compensation was $20,084 and $0 for the three months ended November 30, 2015 and the three months ended November 30, 2014, respectively. This expense is included in the condensed consolidated statements of operations as Equity-based expense.
Derivative Liabilities	Derivative Liabilities We account for warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded as additional paid-in capital on our Consolidated Balance Sheet and no further adjustments to their valuation are made. Some of our warrants were determined to be ineligible for equity classification because of provisions that may result in an adjustment to their exercise price. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as assets or liabilities are recorded on our Consolidated Balance Sheet at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. We estimate the fair value of these liabilities using option pricing models that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life and risk-free interest rate. As part of a debt financing during May 2014, the Company issued warrants to acquire 248,011 shares of Common Stock. These warrants contain a mechanism to increase the number of warrants upon the issuance of certain dilutive equity securities. If during the terms of the warrants, the Company issues additional shares of Common Stock or equivalents, the warrant holders are entitled to additional warrants with the same terms as the original warrants. As a result of these features, the warrants are subject to derivative accounting as prescribed under ASC 815. Accordingly, the fair value of the warrants on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability. The fair value of the Warrants is estimated at the end of each reporting period and the change in the fair value of the Warrants is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. During 2013, the Company entered into a Loan and Security Agreement with Colgan Financial Group, Inc. (“ CFG CUB Second Amendment Credit Agreement Lenders In December 2014, the Company entered into a Secured Convertible Note with CFG and Robert Logan pursuant to which the Company issued a convertible promissory note of $500,000 and the right to purchase shares upon the payment or conversion of the note principal. The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of (i) $1.50 per share or (ii) 85% of the weighted average price per share of the Company’s trading price for the 10 trading days prior to conversion / exercise. As a result of this feature, the warrants and conversion feature are subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the warrants and conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the warrants and conversion feature is estimated at the end of each reporting period and the change in the fair value is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. In March 2015, the Company entered into a Convertible Note with Redwood Fund, LP (“ Redwood In August 2015, the Company entered into a Convertible Note with Redwood pursuant to which the Company issued a convertible promissory note of $588,236 and the right to purchase shares upon the payment or conversion of the note principal. The conversion price (the “ Conversion Price In April 2015, the Company entered into a Convertible Note with Lincoln Park Capital Fund, LLP (“ Lincoln Park In August 2015, the Company entered into a Convertible Note with Lincoln Park pursuant to which the Company issued a convertible promissory note of $295,000 and the right to purchase warrants upon the payment or conversion of the note principal. The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50. As a result of this feature, the conversion feature is subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the conversion feature is estimated at the end of each reporting period and the change in the fair value is recorded as a non-operating gain or loss as change in value of derivatives in the Company’s Consolidated Statement of Operations. During the three months ended November 30, 2015 and the three months ended November 30, 2014, the Company recognized a change in value of the derivative liability of $202,249 and $0, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company groups financial assets and financial liabilities measured at fair value into three levels of hierarchy in accordance with ASC 820-10, “Fair Value Measurements and Disclosure.” Assets and liabilities recorded at fair value in the accompanying balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level Input: Input Definition: Level I Observable quoted prices in active markets for identical assets and liabilities. Level II Observable quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level III Model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. For certain of our financial instruments, including working capital instruments, the carrying amounts are approximate fair value due to their short-term nature. Our notes payable approximate fair value based on prevailing interest rates. The following table summarizes fair value measurements at November 30, 2015 and 2014 for assets and liabilities measured at fair value on a recurring basis. November 30, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 97,346 August 31, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 1,664,993 The assumptions used in valuing derivative instruments issued during the twelve months ended November 30, 2015 were as follows: Risk free interest rate 0.51% - 1.65% Expected life 0.38 – 5.50 Years Dividend yield None Volatility 100% The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2015: Value at August 31, 2015 $ 1,664,993 Issuance of instruments 0 Change in value (202,249 ) Net settlements (1,365,398 ) Value as of November 30, 2015 $ 97,346 The derivative liabilities are estimated using option pricing models that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life and risk-free interest rate. Changes in the assumptions used could have a material impact on the resulting fair value. The primary input affecting the value of our derivatives liabilities is the Company’s stock price, term and volatility. Other inputs have a comparatively insignificant effect.
Effect of Recently Issued Accounting Standards	Effect of Recently Issued Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ ASU 2014-15 In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction-and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principles-based approach for determining revenue recognition. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The revenue recognition standard is required to be applied retrospectively, including any combination of practical expedients as allowed in the standard. We are evaluating the impact, if any, of the adoption of ASU 2014-09 to our financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. We adopted this standard during fiscal 2015 and believe that it did not have a significant effect on our financial position or results of operation.

ORGANIZATION AND SUMMARY OF S17

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property and Equipment	The estimated useful lives used are as follows: Classification Life Equipment 5-7 Years Computer equipment 7 Years
summarizes fair value measurements	The following table summarizes fair value measurements at November 30, 2015 and 2014 for assets and liabilities measured at fair value on a recurring basis. November 30, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 97,346 August 31, 2015 Level 1 Level 2 Level 3 Derivative Liabilities $ — $ — $ 1,664,993
Warrants	The assumptions used in valuing derivative instruments issued during the twelve months ended November 30, 2015 were as follows: Risk free interest rate 0.51% - 1.65% Expected life 0.38 – 5.50 Years Dividend yield None Volatility 100%
Derivative liability	The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2015: Value at August 31, 2015 $ 1,664,993 Issuance of instruments 0 Change in value (202,249 ) Net settlements (1,365,398 ) Value as of November 30, 2015 $ 97,346

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Nov. 30, 2015
Property, Plant and Equipment [Abstract]
Property and equipment	At November 30, 2015 and August 31 2015, property and equipment consists of the following: November 2015 August 2015 Computer equipment $ 553,255 553,255 Software and Equipment 39,400 39,400 Furniture & Fixtures 9,177 9,177 601,832 601,832 Accumulated depreciation (475,139 ) (458,960 ) Net property and equipment $ 126,693 142,872

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Nov. 30, 2015
Debt Disclosure [Abstract]
Schedule of future minimum principal payments required under notes payable	The following is a schedule, by year, of future minimum principal payments required under notes payable as of November 30, 2015: Years Ending August 31, 2016 $ 6,873,901 2017 $ 37,329 2018 2019 — Total 6,905,630 Note discount (1,054,213 ) $ 5,851,417

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Nov. 30, 2015
Stockholders' Equity Note [Abstract]
Summary of Stock Options activity	As of November 30, 2015, the members of the Board of Directors hold options to purchase 1,750,000 shares of common stock at exercise prices ranging from $0.01 to $0.75, which were granted prior to August 31, 2015. Transactions in Q1 2016 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, August 31, 2015 1,750,000 0.37 9.29 Granted 0 0 Exercised 0 0 Cancelled/Forfeited 0 0 Outstanding, November 30, 2015 1,750,000 0.37 9.04 Exercisable, November 30, 2015 1,750,000 0.37 9.04
Summary of Stock Options, Exercise Price	The exercise prices for the options outstanding at November 30, 2015 ranged from $0.01 to $0.75, and the information relating to these options is as follows: OPTIONS OUTSTANDING OPTIONS EXERCISABLE Quantity Weighted- Weighted- Quantity Weighted- Weighted- 700,000 $ 0.01 8.65 700,000 0.01 8.65 600,000 $ 0.50 9.28 600,000 0.50 9.28 450,000 $ 0.75 9.34 225,000 0.75 9.34 1,750,000 $ 0.37 9.04 1,750,000 $ 0.37 9.04
Summary of warrants outstanding	The following is a summary of warrants outstanding at November 30, 2015: Exercise Price Number of Warrants Expiration Date $ 1.30 375,000 May 2021 $ 1.00 1,264,023 Nov 2024 $ 0.01 100,000 Jul 2016 $ 1.00 295,000 Apr 2016 $ 1.00 400,000 Aug 2016 $ 0.50 1,176,473 Aug 2016

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Nov. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]	The following is a schedule, by year, of future minimum lease payments required under non-cancelable operating leases as of August 31, 2015: Years Ending August 31, 2016 $ 576,899 2017 676,425 2018 694,857 2019 713,753 2020 716,767 Thereafter 1,642,397 $ 5,021,098

ORGANIZATION AND SUMMARY OF S22

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Nov. 30, 2015
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	7 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	7 years

ORGANIZATION AND SUMMARY OF S23

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Fair Value, Inputs, Level 1 [Member]
Derivative Liabilities
Fair Value, Inputs, Level 2 [Member]
Derivative Liabilities
Fair Value, Inputs, Level 3 [Member]
Derivative Liabilities	$ 97,346	$ 1,664,993

ORGANIZATION AND SUMMARY OF S24

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	3 Months Ended
	Nov. 30, 2015
Risk free interest rate	2.72%
Expected life	5 years 6 months
Dividend yield	0.00%
Volatility	100.00%
Maximum [Member]
Risk free interest rate	1.65%
Expected life	5 years 6 months
Minimum [Member]
Risk free interest rate	0.51%
Expected life	4 months 17 days

ORGANIZATION AND SUMMARY OF S25

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)	3 Months Ended
	Nov. 30, 2015USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Value at August 31, 2015	$ 1,664,993
Issuance of instruments	0
Change in value	(202,249)
Net settlements	(1,365,398)
Value as of November 30, 2015	$ 97,346

ORGANIZATION AND SUMMARY OF S26

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Details Narratives) - USD ($)	1 Months Ended				3 Months Ended		12 Months Ended
	Aug. 31, 2015	Aug. 30, 2015	Apr. 30, 2015	Mar. 31, 2015	Nov. 30, 2015	Nov. 30, 2014	Dec. 31, 2013
Marketing and advertising					$ 12,833	$ 29,685
Change in fair value of derivative liability					202,249	$ 0	$ 0
Net amount from financing activities					$ 400,000
Description of Organization					Our Company currently has 111 employees and has served more than 40 education clients and over 70 degree programs.
Number of outstanding common shares					25,250,000
Total percentage of Common stock					71.00%
Acquire warrants					248,011
Convertible promissory note					$ 500,000
Weighted average price per share					$ 0
Stock-based compensation					$ 20,084
Conversion price, Description					The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of (i) $1.50 per share or (ii) 85% of the weighted average price per share of the Company’s trading price for the 10 trading days prior to conversion / exercise.
Zan Greenwood [Member]
Ownership of percentage					92.50%
John Hall [Member]
Ownership of percentage					60.00%
Redwood [Member]
Convertible promissory note	$ 588,236			$ 295,000
Conversion price, Description	The conversion price (the “Conversion Price ”) shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. Relative to the thirty (30) trading days immediately prior to a Notice of Conversion, the Conversion Price shall mean: (i) $0.50 if the Company’s common stock trading price during the term hereof, on its applicable exchange or principal marketplace, as may be the case from time to time, as such closing price is reported by The Wall Street Journal, closes above $1.00; or (ii) $0.35 if such closing price is below $1.00.			The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50.
CFG [Member]
Convertible promissory note							$ 600,000
Note bearing interest rate							2.50%
Paydown equity funding							$ 144,000
Recevied additional funding							$ 200,000
Conversion price, Description							On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders
Lincoln Park [Member]
Convertible promissory note		$ 295,000	$ 295,000
Conversion price, Description		The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50.	The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50.

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Property, Plant and Equipment, Gross	$ 601,832	$ 601,832
Accumulated depreciation	(475,139)	(458,960)
Net property and equipment	126,693	142,872
Computer Equipment [Member]
Property, Plant and Equipment, Gross	553,255	553,255
Software and Equipment [Member]
Property, Plant and Equipment, Gross	39,400	39,400
Furniture and Fixtures [Member]
Property, Plant and Equipment, Gross	$ 9,177	$ 9,177

PROPERTY AND EQUIPMENT (Detai28

PROPERTY AND EQUIPMENT (Details Narratives) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization	$ 16,179	$ 15,840

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015	Aug. 31, 2014
Years Ending August 31,
2,016	$ 6,873,901
2,017	$ 37,329
2,018
2,019
Total	$ 6,905,630
Note discount	(1,054,213)	$ (1,364,771)	$ (71,758)
Long-term Debt	$ 5,851,417

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Nov. 06, 2015	Aug. 14, 2015	Sep. 24, 2015	Aug. 21, 2015	Apr. 30, 2015	Mar. 31, 2015	Feb. 28, 2015	Nov. 30, 2015	Aug. 31, 2014	Aug. 31, 2015	Sep. 25, 2015	Dec. 31, 2014	Sep. 30, 2014	May. 31, 2014	May. 28, 2014	Dec. 31, 2013	Oct. 31, 2010
Debt Instrument, Fee Amount								$ 906,774
Interest rate								8.00%				12.00%
Exercise price								$ 0.01	$ 1.30
Warrants value								$ 78,281
Warrants due to dilutive issuances								375,000
Debt Instrument, Unamortized Discount								$ 1,054,213	$ 71,758	$ 1,364,771
Interest expense										$ 2,346,461
Line of credit								$ 2,058,115
Weighted average price per share								$ 0
Amortization of the note discount								$ 81,000
Fair value issunace of note								$ 323,000
Common stock issued								47,943,273	38,536,450	45,114,297
Convertible promissory notes									$ 175,000
Issued shares of common stock									198,409
Estimated fair value of shares issued									$ 186,270
Fixed loan fees / interest expense									$ 80,000
Conversion price, Description								The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of (i) $1.50 per share or (ii) 85% of the weighted average price per share of the Company’s trading price for the 10 trading days prior to conversion / exercise.
Recognized amortization of the note discount										$ 70,000
Maximum [Member]
Line of credit amount					$ 3,000,000
Credit Agreement [Member]
Exercise price								$ 0.01
Warrants value								$ 248,011
Line of credit amount								1,562,280
Promissory Note [Member]
Interest rate													10.00%
Colgan Financial Group, Inc [Member] | Opus Credit Agreement [Member]
Exercise price											$ 1
Warrants received for shares of common stock											20,000
Conversion price											$ 0.10
Colgan Financial Group, Inc [Member] | Loan and Security Agreement [Member] | Promissory Note [Member]
Debt Instrument, Face Amount										$ 688,120						$ 600,000
Debt Instrument, Interest Rate, Stated Percentage										85.00%						2.50%
Debt Instrument Increase Additional Borrowings					200,000
Debt Instrument, Unamortized Discount																$ 298,417
Interest expense										$ 766,680
Weighted average price per share							$ 1.50
Amortization of the note discount										$ 70,000
Paydown amount in connection with an equity funding																144,000
Conversion feature derivative liability value							$ 188,000
Convertible promissory notes							$ 200,000									$ 200,000
PCS Link [Member] | Opus Credit Agreement [Member]
Debt Instrument, Maturity Date			Apr. 15, 2016
Warrants received for shares of common stock			1,200,000
Unsecured debt aggregate gross proceeds			$ 1,250,000
California United Bank [Member] | Promissory Note Two [Member]
Debt Instrument, Face Amount														$ 1,250,000			$ 1,250,000
Debt Instrument, Interest Rate, Stated Percentage														7.25%			7.25%
Amortization of Debt Discount (Premium)								6,523
Debt Instrument, Unamortized Discount								39,140
California United Bank [Member] | Promissory Note One [Member]
Debt Instrument, Face Amount												$ 500,000					$ 500,000
Debt Instrument, Interest Rate, Stated Percentage																	5.75%
California United Bank [Member] | Opus Credit Agreement [Member]
Exercise price			$ 1
Deferred interest due			$ 2,000,000
Warrants received for shares of common stock			523,587
Lincoln Park [Member] | Convertible Note [Member]
Debt Instrument, Face Amount				$ 295,000
Debt Instrument Increase Additional Borrowings				$ 247,000
Interest rate				10.00%
Exercisable warrant issued				400,000
Exercise price of warrant				$ 1
Exercisable period of warrant				5 years
Amortization of the note discount					215,000			53,880
Common stock issued		200,000
Convertible promissory notes					$ 250,000
Conversion price, Description					The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50.
Redwood [Member] | Convertible Note [Member]
Debt Instrument, Face Amount		$ 295,000
Debt Instrument Increase Additional Borrowings		$ 250,000
Interest rate	10.00%	10.00%
Debt Instrument, Increase, Accrued Interest	$ 822
Exercisable warrant issued		295,000
Exercise price of warrant		$ 1
Exercisable period of warrant		5 years
Interest expense		$ 1,165,202
Amortization of the note discount	1,667					$ 177,647		$ 147,059
Common stock issued		200,000
Convertible promissory notes	$ 125,000					$ 250,000
Issued shares of common stock		588,236				3,359,775
Conversion price, Description						The conversion feature includes provisions that call for the instrument to be converted to equity at a price equal to (i) $1.00 if the Company’s common stock price closes above $1.00; (ii) the average of the publicly reported closing bid and ask price if the Company’s publicly reported common stock price closes between $0.50 and $0.99; or (iii) $0.50 if the Company’s publicly reported common stock price closes below $0.50.
Original issue discount	20% or $25,000
Opus Bank [Member] | Promissory Note Two [Member]
Debt Instrument, Outstanding Amount															$ 2,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narratives) - USD ($)	Nov. 30, 2015	Jun. 09, 2015	Dec. 31, 2013
Related Party Transaction [Line Items]
Service credits		$ 174,000
Other payment owed for services	$ 10,000
MarkeTouch Media, Inc. [Member]
Related Party Transaction [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			7.50%

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	3 Months Ended
	Nov. 30, 2015$ / sharesshares
Quantity
Outstanding, Beggining Balance | shares	1,750,000
Granted | shares	0
Exercised | shares	0
Cancelled/Forfeited | shares	0
Outstanding, Ending Balance | shares	1,750,000
Exercisable, Ending Balance | shares	1,750,000
Weighted-Average Exercise Price Per Share
Outstanding, Beggining Balance | $ / shares	$ 0.37
Granted | $ / shares	0
Exercised | $ / shares	0
Cancelled/Forfeited | $ / shares	0
Outstanding, Ending Balance | $ / shares	0.37
Exercisable, Ending Balance | $ / shares	$ 0.37
Outstanding, Beggining Balance	9 years 3 months 15 days
Outstanding, Ending Balance	9 years 15 days
Exercisable, Ending Balance	9 years 15 days

STOCKHOLDERS' EQUITY (Details 1

STOCKHOLDERS' EQUITY (Details 1) - $ / shares	3 Months Ended
	Nov. 30, 2015	Aug. 31, 2015
Option Exercisable	1,750,000
Option Exercisable, Price	$ 0.37
Option Exercisable, Remaining Contractual Life	9 years 15 days
Option Outstanding	1,750,000	1,750,000
Option Exercise Price	$ 0.37	$ 0.37
Option Remaining Contractual Life	9 years 15 days
Stock Options [Member]
Option Exercisable	1,750,000
Option Exercisable, Price	$ 0.37
Option Exercisable, Remaining Contractual Life	9 years 15 days
Option Outstanding	1,750,000
Option Exercise Price	$ 0.37
Option Remaining Contractual Life	9 years 15 days
0.01 [Member] | Stock Options [Member]
Option Exercisable	700,000
Option Exercisable, Price	$ 0.01
Option Exercisable, Remaining Contractual Life	8 years 7 months 24 days
Option Outstanding	700,000
Option Exercise Price	$ 0.01
Option Remaining Contractual Life	8 years 7 months 24 days
0.50 [Member] | Stock Options [Member]
Option Exercisable	300,000
Option Exercisable, Price	$ 0.50
Option Exercisable, Remaining Contractual Life	9 years 3 months 11 days
Option Outstanding	600,000
Option Exercise Price	$ 0.50
Option Remaining Contractual Life	9 years 3 months 11 days
0.75 [Member] | Stock Options [Member]
Option Exercisable	225,000
Option Exercisable, Price	$ 0.75
Option Exercisable, Remaining Contractual Life	9 years 4 months 2 days
Option Outstanding	450,000
Option Exercise Price	$ 0.75
Option Remaining Contractual Life	9 years 4 months 2 days

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2)	3 Months Ended
	Nov. 30, 2015$ / sharesshares
Exercise Price 1.30 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1.30
Number of Warrants Outstanding | shares	375,000
Warrants Outstanding Expiration Date	May 31, 2021
Exercise Price 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	1,264,023
Warrants Outstanding Expiration Date	Nov. 30, 2024
Exercise Price 0.01 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.01
Number of Warrants Outstanding | shares	100,000
Warrants Outstanding Expiration Date	Jul. 31, 2016
Exercise Price 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	295,000
Warrants Outstanding Expiration Date	Apr. 30, 2016
Exercise Price 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	400,000
Warrants Outstanding Expiration Date	Aug. 31, 2016
Exercise Price 0.50 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.50
Number of Warrants Outstanding | shares	1,176,473
Warrants Outstanding Expiration Date	Aug. 31, 2016

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narratives) - USD ($)	1 Months Ended			3 Months Ended
	Sep. 30, 2015	Sep. 16, 2015	Apr. 30, 2015	Nov. 30, 2015	Nov. 30, 2014	Sep. 24, 2015	Aug. 31, 2015	Jul. 31, 2015	Jun. 09, 2015	Aug. 31, 2014
Common Stock, Shares Authorized				937,500,000			937,500,000
Common Stock, Par or Stated Value Per Share				$ 0.001			$ 0.001
Service credits									$ 174,000
Exercise price				$ 0.01						$ 1.30
Warrnts value				$ 310,000
Recognized operating expense				$ 2,681,428	$ 3,206,880
Shares reserved for issuance								5,000,000
Granted shares				0
Risk free interest rate				2.72%
Expected life				5 years 6 months
Dividend yield				0.00%
Volatility				100.00%
Interest expense		$ 1,500,000		$ 2,052,792	$ 109,528
Maximum [Member]
Options to purchase				0.01
Risk free interest rate				1.65%
Expected life				5 years 6 months
Minimum [Member]
Options to purchase				0.75
Risk free interest rate				0.51%
Expected life				4 months 17 days
Common Stock [Member]
Common Stock, Shares Authorized				937,500,000
Common Stock, Par or Stated Value Per Share				$ 0.0001
Vendor [Member]
Shares received by vender	250,000		28,976
Recognized operating expense	$ 20,000		$ 48,100
Common Stock [Member] | CFG [Member]
Exercise price						$ 0.10
Debt Instrument, Face Amount						$ 80,000
Common Stock [Member] | Rogers [Member]
Shares issued for common stock		625,000
Purchase agreement aggregate purchase price, amount		$ 500,000
Purchase agreement aggregate purchase price, shares		500,000
Cash consideration purchase agreement aggregate		$ 190,000
Common Stock [Member] | Byrne [Member]
Shares issued for common stock		625,000
Stock Options [Member]
Options to purchase				1,750,000

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narratives)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Sales Revenue, Services, Net [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	53.00%	57.00%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narratives)	3 Months Ended
	Nov. 30, 2015
Income Tax Disclosure [Abstract]
Percentage Of Valuation Allowance	100.00%

COMMITMENTS AND CONTINGENCIES38

COMMITMENTS AND CONTINGENCIES (Details)	Aug. 31, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,016	$ 576,899
2,017	676,425
2,018	694,857
2,019	713,753
2,020	716,767
Thereafter	1,642,397
Total	$ 5,021,098

COMMITMENTS AND CONTINGENCIES39

COMMITMENTS AND CONTINGENCIES (Details Narratives) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Loss in Period	$ 5,000,000
Lease Expiration Period	2,024
Operating Leases, Rent Expense, Net	$ 184,111	$ 80,068
Gain (Loss) on Contract Termination	$ 250,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Dec. 31, 2015USD ($)$ / shares
Unsecured convertible promissory note | $	$ 275,000
Conversion price | $ / shares	$ 0.40
Interest bearing rate	10.00%