Greenwood Hall (ELRN) 10-Q 27 Jan 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Jan. 27, 2017
Document And Entity Information
Entity Registrant Name	GREENWOOD HALL, INC.
Entity Central Index Key	1,557,644
Document Type	10-Q
Trading Symbol	ELRN
Document Period End Date	Nov. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		58,741,683
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
CURRENT ASSETS
Cash and cash equivalents	$ 325,869
Accounts receivable, net	1,266,287	800,836
Prepaid expenses and other current assets	113,083	96,343
Current assets to be disposed of	36,860	36,860
TOTAL CURRENT ASSETS	1,742,099	934,039
PROPERTY AND EQUIPMENT, net	65,197	80,315
OTHER ASSETS
Deposits and other assets	79,783	79,783
TOTAL OTHER ASSETS	79,783	79,783
TOTAL ASSETS	1,887,078	1,094,137
CURRENT LIABILITIES
Accounts payable	1,878,674	2,062,464
Accrued expenses	622,106	687,624
Accrued payroll and related expenses	774,078	745,405
Bank Overdraft		801,784
Deferred revenue	495,882	194,861
Accrued interest	196,883	755,083
Due to stockholders / officer	247,267	302,880
Notes payable, net of discount of $0 and $183,732, respectively	1,473,876	5,329,149
Line of Credit		2,000,000
Derivative liability	1,181,175	846,583
Current liabilities to be disposed of	335,857	335,857
TOTAL CURRENT LIABILITIES	7,205,798	14,061,690
Notes payable, non-current	3,583,281
TOTAL LIABILITIES	10,789,079	14,061,690
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 937,500,000 shares authorized, 58,741,683 and 53,717,501 shares issued and outstanding, respectively	58,742	53,718
Additional paid-in capital	14,903,287	14,835,385
Subscription Receivable	(190,000)	(190,000)
Accumulated deficit	(23,674,029)	(27,666,656)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	8,902,001	(12,967,553)
Noncontrolling interest
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	8,902,001	(12,967,553)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,887,078	$ 1,094,137

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (UNAUDITED) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Statement of Financial Position [Abstract]
Notes payable, discount	$ 0	$ 183,732
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	937,500,000	937,500,000
Common stock, issued	58,741,683	53,717,501
Common stock, outstanding	58,741,683	53,717,501

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Income Statement [Abstract]
REVENUES	$ 2,541,007	$ 1,290,001
OPERATING EXPENSES
Direct cost of services	1,740,165	875,299
Personnel	704,181	691,468
Selling, general and administrative	443,638	1,026,477
Equity-based expense	35,494	88,184
TOTAL OPERATING EXPENSES	2,923,478	2,681,428
INCOME (LOSS) FROM OPERATIONS	(382,471)	(1,391,427)
OTHER INCOME (EXPENSE)
Interest expense	(406,839)	(2,052,792)
Change in value of derivatives	478,762	202,249
Transaction related income (expense), net	4,303,175
Miscellaneous income (expense), net		(16,788)
TOTAL OTHER INCOME (EXPENSE)	4,375,098	(1,867,331)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES	3,992,627	(3,258,758)
Provision for income taxes
INCOME (LOSS) FROM CONTINUING OPERATIONS	3,992,627	(3,258,758)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
NET INCOME (LOSS)	3,992,627	(3,258,758)
Net income (loss) attributable to non-controlling interests
Net income (loss)	$ 3,992,627	$ (3,258,758)
Earnings per share - basic and diluted
Income (loss) from continuing operations (in dollars per share)	$ 0.07	$ (0.07)
Income (loss) from discontinued operations (in dollars per share)
Net income (loss) (in dollars per share)	$ 0.07	$ (0.07)
Weighted average common shares - basic (in shares)	57,373,891	47,656,478
Weighted average common shares - diluted (in shares)	57,505,825	47,656,478

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 3,992,627	$ (3,258,758)
Net (income) loss from discontinued operations
Net income (loss) from continuing operations	3,992,627	(3,258,758)
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	248,927	335,559
Gain on settlement of notes payable	(4,303,175)
Warrants issued for services
Stock-based compensation		20,084
Shares issued for services		68,100
Shares issued for settlement	35,492	1,500,000
Depreciation and amortization	15,850	16,179
Change in value of derivatives	(478,762)	(202,249)
Changes in operating assets and liabilities:
Accounts receivable	(465,451)	342,410
Prepaid expenses and other current assets	(16,740)	37,969
Deposits and other assets	678	251
Accounts payable	(242,390)	169,157
Accrued expenses	(65,518)	154,353
Accrued payroll and related	28,673	82,020
Deferred revenue	301,021	56,426
Accrued interest	91,324	94,908
Advances from officers, net		2,375
Net cash provided by (used in) operating activities of continuing operations	(857,443)	(581,216)
Net cash provided by (used in) operating activities of discontinued operations
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(857,443)	(581,216)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(1,411)
Net cash used in investing activities of continuing operations	(1,411)
Net cash used in investing activities of discontinued operations
NET CASH USED IN INVESTING ACTIVITIES	(1,411)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable	3,554,850	100,000
Payments on notes payable	(2,043,301)	(10,181)
Proceeds from the sale of stock		310,000
Repayment of bank overdraft	(271,213)
Repayment due to stockholder officer	(55,613)
Net cash provided by (used in) financing activities of continuing operations	1,184,723	399,819
Net cash provided by (used in) financing activities of discontinued operations
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,184,723	399,819
NET INCREASE (DECREASE) IN CASH FROM CONTINUING OPERATIONS	325,869	(181,397)
NET INCREASE (DECREASE) IN CASH FROM DISCONTINUED OPERATIONS
NET INCREASE (DECREASE) IN CASH	325,869	(181,397)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		211,725
CASH AND CASH EQUIVALENTS, END OF PERIOD	325,869	30,328
Supplemental disclosures:
Interest paid in cash	178,646	297,009
Income taxes paid in cash
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible note and accrued interest into common stock	$ 35,492	$ 80,000

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Nov. 30, 2016
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, Inc., a Nevada corporation (hereinafter referred to as the “Company”, “Greenwood Hall”, “we”, “us” or “our”) is an emerging education management solutions provider that delivers end-to-end services that support the entire student lifecycle including offerings that increase student enrollment, improve student experience, optimize student success and outcomes, and help schools maximize operating efficiencies. 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 158 employees and has served more than 62 education clients and over 75 degree programs. Basis of Presentation On July 23, 2014, Greenwood Hall (formerly Divio Holdings, Corp. (“Divio”)) and its wholly owned subsidiary (“Merger Sub”) consummated the transactions contemplated under a Merger Agreement, dated July 22, 2014, by and among Divio, Merger Sub, and PCS Link, Inc. (“PCS Link”). Pursuant to the Merger Agreement, Merger Sub merged with and into PCS Link with PCS Link remaining as the surviving corporation (the “Merger”). Upon the consummation of the Merger, the separate existence of Merger Sub ceased, and PCS Link became a wholly owned subsidiary of Divio. As a result of the Merger, the holders of all of the issued and outstanding shares of PCS Link common stock exchanged all of such shares (other than “dissenting shares” as defined in California Corporations Code Section 1300) for a combined total of 25,250,000 shares of common stock of Divio, representing approximately 71% of the total outstanding shares on the effective date of the Merger. Immediately following the Merger, Divio Holdings, Corp. changed its name to Greenwood Hall, Inc. The Merger was accounted for as a “reverse merger,” with PCS Link as the accounting acquirer and the Company as the legal acquirer. Although, the Company acquired PCS Link from a legal 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 from an accounting perspective. This is because Greenwood Hall did not have operations immediately prior to the Merger, and PCS Link became the operating company as a result thereof. The board of directors of Greenwood Hall immediately after the Merger consisted of five directors, four of whom were nominated by PCS Link. Additionally, PCS Link’s stockholders owned 71% of the outstanding shares of Greenwood Hall immediately after completion of the transaction. This Quarterly Report on Form 10-Q for the quarter ended November 30, 2016 should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended August 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on December 6, 2016. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year. Reclassifications Certain amounts from prior years have been reclassified to conform to current year presentation. Principles of Consolidation The consolidated financial statements include the accounts of Greenwood Hall, PCS Link, a wholly owned subsidiary of Greenwood Hall (“PCS Link”), and University Financial Aid Solutions, LLC (“UFAS”), collectively referred to herein as the “Company”, “we”, “us”, “our”, or “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, UFAS 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”), which contemplates the continuation of the Company as a going concern. The Company has an accumulated deficit and a working capital deficit as of November 30, 2016 and has continued to incur a loss from operations during the first three months of fiscal year 2017. Although such accumulated deficit has decreased by 14.9% from $(27,666,656) as of August 31, 2016, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically funded its activities through cash generated from operations, debt financing, the issuance of equity for cash, and advances from stockholders. During the three months ended November 30, 2016, the Company generated $1,184,723 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 or a flat monthly subscription fee. 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. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. 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. Warrants to purchase common stock are excluded from the computation of diluted shares during the three months ended November 30, 2016 and 2015, respectively, when their effect is anti-dilutive. Variable Interest Entities Generally, an entity is defined as a variable interest entity (“VIE”) under current accounting rules if it has (a) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (b) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the expected losses or receive the expected returns of the entity. When determining whether an entity that is a business qualifies as a VIE, we also consider whether (i) we participated significantly in the design of the entity, (ii) we provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE either involve us or are conducted on our behalf. A VIE is consolidated by its primary beneficiary, which is the party that absorbs or receives a majority of the entity’s expected losses or expected residual returns. 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 stockholders / 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 $7,209 and $12,833 for the three months ended November 30, 2016, and the three months ended November 30, 2015, 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 $35,494 and $20,084 for the three months ended November 30, 2016, and November 30, 2015, respectively. This expense is included in the condensed consolidated statements of operations as Equity-Based Compensation. Derivative Liabilities We account for warrants and conversion features as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants and conversion features 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 and conversion features were determined to be ineligible for equity classification because of provisions that may result in an adjustment to their exercise price. Instruments 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. During the three months ended November 30, 2016 and November 30, 2015, the Company recognized a change in value of the derivative liability of $478,762 and $202,249, 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, 2016 and August 31, 2016 for assets and liabilities measured at fair value on a recurring basis. November 30, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 1,181,175 $ 1,181,175 August 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 846,583 $ 846,583 The assumptions used in valuing derivative instruments issued during the three months ended November 30, 2016 were as follows: Risk free interest rate 0.51% - 1.22% Expected life .01 Years-5.00 years Dividend yield None Volatility 68% - 137% The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2016: Value at August 31, 2016 $ 846,583 Issuance of instruments 1,161,043 Change in value (347,690 ) Net settlements (478,762 ) Value as of November 30, 2016 $ 1,181,175 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 There were no recently issued accounting standards during the period ended November 30, 2016 that impacted our consolidated financial statements or ongoing financial reporting.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Nov. 30, 2016
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	2. PROPERTY AND EQUIPMENT Depreciation and amortization of the Company’s property and equipment amounted to $15,850 and $16,179 for the three months ended November 30, 2016 and the three months ended November 30, 2015, respectively, and is included in the accompanying consolidated statements of operations in selling, general and administrative expenses. At November 30, 2016 and August 31, 2016, property and equipment consists of the following: November August Computer equipment $ 553,255 553,255 Software and Equipment 42,398 42,398 Furniture & Fixtures 9,177 9,177 604,830 604,830 Accumulated depreciation (539,633 ) (524,515 ) Net property and equipment $ 65,197 80,315

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Nov. 30, 2016
Debt Disclosure [Abstract]
NOTES PAYABLE	3. NOTES PAYABLE On October 14, 2016, the Company executed a new credit agreement (“Moriah Agreement”) with Moriah Educational Management LLC (“Moriah”). The Moriah Agreement provided for a revolving loan (“Revolving Loan”) for up to $3,500,000. The Revolving Loan may be drawn in tranches of not less than $500,000. On October 14, 2016 (“Advance Date”) the Company borrowed the full $3,500,000 (“Principal”). Interest on the Revolving Loan shall be computed on the basis of the actual number of days elapsed and a year of 360 days and shall accrue on the outstanding principal balance of advances at an annual rate equal to the greater of (i) the sum of (A) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (B) Seven and Three Quarters Percent (7.75%), or (ii) Ten Percent (10.0%), but in no event in excess of Fourteen Percent (14%) per annum unless an event of default has occurred and is continuing. The prime rate was 3.5% on the Advance date. The Principal is due and payable, with all accrued and unpaid interest on October 13, 2018 with monthly payments of $29,167 starting on April 1, 2017. The Moriah Agreement contains a prepayment penalty. If the Company pays the entire unpaid Principal before April 30, 2017, a penalty of three percent (3%) of the then-outstanding Principal under the Revolving Loan. As part of the Moriah Agreement, the Company issued two warrants to Moriah for the purchase of the Company’s common stock: The Moriah Warrant is for the purchase, for a period of seven years, of up to 3,500,000 shares of the Company common stock at a purchase price of $0.12 per share, which is adjustable downward (“Ratchet-down”) if the Company issues share of its common stock, or securities convertible into or exercisable for the Company’s common stock at a price below $0.12. The Company has determined the Ratchet-down provision causes the Moriah Warrant to be a derivative, accordance with ASC 815 Derivatives and Hedging (ASC 815”). ASC 815 requires the Moriah Warrant to be recorded as a liability on the date of issuance and revalued every reporting period, with the increase or decrease in fair value recorded as a loss or gain in the Company’s statement of operations. As of the October 14, 2016, the fair value of the Moriah Warrant was approximately $23,000, which was recorded as a discount to the Revolving Loan and amortized as an expense over the life of the Revolving Loan. As of November 30, 2016, the fair value of the Moriah Warrant was approximately $43,000. Moriah Put is for the purchase, for a period of five years, of up to 8,125,000 shares of the Company common stock at a purchase price of $0.14 per share, which is adjustable downward (“Ratchet-down”) if the Company issues share of its common stock, or securities convertible into or exercisable for the Company’s common stock at a price below $0.14. Also, the Moriah Put grants the holder of the option to sell all or any portion of the Moriah Put or the Moriah Put Shares (“Put Option”) for which the Moriah Put has been exercised to the Company for a total purchase price of up to One Million One Hundred Thirty Seven Thousand Five Hundred Dollars ($1,137,500), pro-rated for any portion thereof, representing a purchase price of Fourteen Cents ($0.14) per Moriah Put Share, subject to adjustment. The Put Option may be exercised at any time and, if for a portion thereof, from time to time, during the fifteen-day period (the “Put Period”) commencing on the earliest of (1) the date when Moriah receives written notice from the Company of the Company’s intention to prepay the Revolving Loan, which notice shall be delivered by the Company to Moriah so as to be received by Moriah no later than fifteen days prior to the proposed date of prepayment; (2) the date of Moriah’s acceleration of the Obligations following an event of default, or (3) September 29, 2018 The Company has determined the Ratchet-down and Put Option provisions causes the Moriah Put to be a derivative, accordance with ASC 815 Derivatives and Hedging (ASC 815”). ASC 815 requires the Moriah Put to be recorded as a liability on the date of issuance and revalued every reporting period, with the increase or decrease in fair value recorded as a loss or gain in the Company’s statement of operations. As of the October 14, 2016, the fair value of the Moriah Put was approximately $1,137,500, which was recorded as a discount to the Revolving Loan and amortized as an expense over the life of the Revolving Loan. As of November 30, 2016, the fair value of the Moriah Put was approximately $1,137,500. Also, the Moriah Put provides the Company call the Moriah Put (“Call Option”) so long as any portion of this Warrant is outstanding, if the Company’s Common Stock has both (a) an average closing price greater than $0.50 per share, and (b) an average daily trading volume in excess of 300,000 shares, in each case for the immediately preceding ninety (90) consecutive trading days and continuing through the call notice period or such earlier date as the Moriah Put is exercised or transferred, the Company shall have the irrevocable right, but not the obligation, to demand automatic exercise, in whole or in part, by the Holder. The Company has determined the Call Option to be a derivative asset in a accordance with ASC 815 Derivatives and Hedging (ASC 815”). ASC 815 requires the Call Option to be recorded as an asset on the date of issuance and revalued every reporting period, with the increase or decrease in fair value recorded as a loss or gain in the Company’s statement of operations. As of the October 14, 2016 and November 30, 2016, the Company has determined the Call Option fair value to be approximately$0. Under the Moriah Agreement the Company has the following reporting and financial covenants: Annual Financial Statements. Annual financial statements of Company, certified by the Chief Financial Officer of each and audited by an outside accounting firm acceptable to Lender, as soon as available, but in any event within ninety (90) days after the end of Borrower’s Fiscal Year during the Term. Such financial statements shall fairly present the financial position of Company as of the dates thereof and the results of its operations, cash flows and stockholders’ equity for each of the periods then ended in all material aspects; and be prepared in accordance with GAAP. Quarterly Financial Statements. Quarterly financial statements of the Company, as soon as available but in any event no later than forty-five (45) days after the close of each calendar quarter, consisting of the unaudited balance sheet and the related statement of income of the Company, prepared in accordance with GAAP, subject to year-end audit adjustments, together with such other information with respect to the business of Company as Moriah may request. Monthly Financial Statements. Not later than eighteen (18) days after the end of the first three (3) calendar months ending after the date hereof, and thereafter not later than fifteen (15) days after the end of each subsequent calendar month, the unaudited balance sheets and the related statements of income of Company, certified by the Chief Financial Officer of Borrower, subject to year end audit adjustments, with an aging schedule for all accounts receivable and accounts payable and calculation of LTM EBITDA as of the date of such financial statements, together with such other information with respect to the business of Company as Moriah may request. Bi-Monthly Accounts Receivable and Accounts Payable Aging Reports. Twice a month, not later than the 15th day and the last day of each calendar month, respectively, an aging schedule for all accounts receivable and accounts payable, in form and substance satisfactory to Moriah. Borrower shall timely file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act. The Company was late in the filing of the Company’s Form 10Q for the quarter ended November 30, 2016. As of the filing of the Form 10Q, the Company received a waiver from Moriah. Adjusted Gross Revenues. Borrower will maintain (i) minimum monthly gross revenues of not less than eighty percent (80%) of the projected monthly plan provided by Borrower to Lender prior to the date hereof and annexed to our Annual Report on Form 10-k as Exhibit 9.18, as measured monthly as of the last day of each month during the Term, and (ii) minimum quarterly gross revenues of not less than eighty-five percent (85%) of the projected quarterly plan provided by Borrower to Lender prior to, as measured quarterly as of the last day of each fiscal quarter during the Term . EBITDA. Borrower will maintain minimum quarterly EBITDA of not less than eighty-five percent (85%) of the projected quarterly plan provided by Borrower to Lender, as measured quarterly as of the last day of each fiscal quarter during the Term. From the Principal advances, the Company was required to make certain payments to the Company’s existing note holders, specifically $1,200,00 to Opus Bank (“Opus”), $177,578 to California United Bank (“CUB”), $150,000 to Colgan Finacial Group, Inc. (“Colgan”), $305,000 to First Fire Capital (“First Fire”), $187,257 to Redwood Fund (“Redwood). Also, the Company prepaid approximately $131,000 of interest under the Revolving Loan. As consideration for Moriah to enter in to the Moriah Agreement, the Company was required to settle the Opus and CUB loans, settle or extend the maturity dates on all other existing notes to date after the repayment of Moriah Principal and the for the other notes holders to execute an agreement to subordinate their security position to Moriah. On October 7, 2014, CUB, agreed to tender its secured promissory note in the amount of $1,250,000 dated October 21, 2010 with a remaining balance of $876,251 and all accrued and unpaid interest of approximately $75,000 for a one-time payment of $177,578. Also, the Company was required to issue a new warrant to purchase 523,587 shares of the Company’s common stock at an exercise price of $0.10 per share. On October 13, 2016 Opus agreed to tender its secured promissory note and letter of credit agreement for total principal of $3,515,152 and all accrued and unpaid interest of approximately $218,000 for a one-time payment of $1,205,778. Also, the Company was required to issue a new warrant for to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share. On October 16, 2016 Colgan agreed to amend the secured promissory note dated December 23, 2013. Colgan agreed to accept a payment of $150,000, forgive $150,000 of accrued and unpaid interest and subordinate its secured position to Moriah. Also, the maturity date was extended to the earlier of (a) the date that the Company’s obligation to Mariah is paid or (b) December 31, 2017. The note shall accrue interest at a rate of 12% per annum. On October 6, 2016 Colgan agreed to amend the secured promissory note dated December 18, 2014. Colgan agreed that the maturity date was extend to the earlier of (a) the date that the Company’s obligation to Mariah is paid or (b) December 31, 2017, with an interest rate of 12% per annum. On October 13, 2016, First Fire agreed to tender its secured promissory note in the amount of $392,500 dated December 21, 2015 and all accrued and unpaid interest of approximately $18,000 for a one-time payment of $305,000. In addition, $13,000 of the outstanding balance of the note was converted into 1,444,444 shares of common stock. On September 30, 2016, Redwood agreed to accept a new promissory note, maturing on September 30, 2017 and an interest rate of 12% per annum, in the amount of $1,418,496 in exchange for a payment of $300,000 and the cancelation of the promissory notes dated March 31, 2015, August 14, 2015, November 6, 2015, December 14, 2015, and February 4, 2016 and all accrued and unpaid interest under these notes. Also, Redwood agreed to to tender its promissory notes dated November 6, 2015 and January 18, 2016 for total principal of $170,000 and all accrued and unpaid of approximately $17,000 for a one-time payment of $187,257. On October 3, 2016, Lincoln Park Capital Fund, LLC agreed to accept a new promissory note maturing on September 30, 2019 and an interest rate of 12% per annum, in the amount of $685,000 in exchange for the cancellation of the promissory notes dated April 24, 2015 in the amount of $295,000 and August 21, 2015 in the amount of $295,000 and all accrued and unpaid interest under these notes of approximately $75,000. The following is a schedule, by year, of the aggregate maturities of the notes payable as of November 30, 2016: Years ending August 31, 2017 $ 2,356,616.92 2018 $ 3,500,000.00 2019 $ 935,000.00 2020 $ 0 2021 $ 0 Thereafter $ 0

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Nov. 30, 2016
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	4. 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. Stock Issued for Services During the three months ended November 30, 2016, the Company did not issue any shares of its common stock in exchange for services. Stock Option Plan In July 2014, the Board of Directors adopted, and the stockholders approved, the 2014 Stock Option Plan under which a total of 5,000,000 shares of Common Stock are reserved for issuance. The 2014 Stock Option Plan will terminate in September 2024. Stock Options As of November 30, 2016, the members of the Board of Directors hold options to purchase an aggregate of 1,750,000 shares of Common Stock at exercise prices ranging from $0.01 to $0.75, which were granted prior to August 31, 2016. Transactions in 3 Mos. 2017 Quantity Weighted- Weighted- Outstanding, August 31, 2016 4,985,000 $ 0.23 9.03 Granted 0 $ - - Exercised 0 - - Cancelled/Forfeited 0 - - Outstanding, November 30, 2016 4,985,000 $ - 4,985,000 Exercisable, November 30, 2016 1,750,000 $ - 1,750,000 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 100%, risk free interest rate between 1.21% and 1.65%, and expected life of 5.5 years. The weighted average remaining contractual life of options outstanding issued under the Plan was 9.03 years at November 30, 2016. The exercise prices for the options outstanding at November 30, 2016 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 8.15 700,000 0.01 8.15 600,000 $ 0.50 8.78 600,000 0.50 8.78 450,000 $ 0.75 8.84 450,000 0.75 8.84 910,000 $ 0.35 9.44 - - - 1,825,000 $ 0.08 9.74 - - - 500,000 $ 0.11 9.84 - - - 4,985,000 $ 0.23 9.28 1,750,000 $ 0.37 8.54 Warrants Outstanding The following is a summary of warrants outstanding at November 30, 2016: Exercise Price Number of Expiration Date $ 1.00 1,264,023 Nov 2024 $ 0.01 100,000 Jul 2016 $ 1.00 295,000 Apr 2020 $ 0.08 1,110,297 Dec 2017 $ 0.10 1,110,297 Dec 2017 $ 1.00 400,000 Aug 2020 $ 0.50 1,176,473 Aug 2020 $ 0.01 250,000 Dec 2020 $ 1.00 1,200,000 Aug 2021 $ 1.00 523,587 Aug 2021 $ 1.00 20,000 Aug 2021 $ 1.00 10,000 Aug 2021 $ 0.01 150,000 Feb 2018 $ 0.01 250,000 Dec 2019 $ 1.10 500,000 May 2021 $ 0.10 1,428,571 Oct 2026 $ 0.10 523,587 Dec 2020 $ 0.10 2,000,000 Oct 2020 $ 0.10 5,000,000 Oct 2021 $ 0.12 3,500,000 Oct 2021 $ 0.14 8,125,000 Oct 2021 Warrants were issued pursuant to certain consulting agreements and amendments to financing terms. Warrants are booked to additional paid in capital and to interest expense based on stock price at date of grant, exercise price, warrant life, risk free rate and annual volatility. During the three months ended November 30, 2016, the Company granted warrants to purchase up to 20,577,158 shares of Common Stock, valued from $0.10 to $0.14 per share.

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Nov. 30, 2016
Risks and Uncertainties [Abstract]
CONCENTRATIONS	5. 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, 2016, three (3) customers represented 53% of net revenues and for the three months ended November 30, 2015, four (4) customers represented a total of 53% of revenues. 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, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	6. 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, 2016 and November 30, 2015. As of November 30, 2016, the Company is in process of determining the amount of Federal and State net operating loss carry forwards (“NOL”) available to offset future taxable income. The Company’s NOLs will begin expiring in 2032. These NOLs may be used to offset future taxable income, to the extent the Company generates any taxable income, and thereby reduce or eliminate future federal income taxes otherwise payable. Section 382 of the Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of the Company’s NOLs would be subject to an annual limitation under Section 382. Any unused annual limitation may be carried over to later years. The Company could experience an ownership change under Section 382 as a result of events in the past in combination with events in the future. If so, the use of the Company’s NOLs, or a portion thereof, against future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of the NOLs before utilization. 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, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	7. 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, 2016, the three months ended November 30, 2015, amounted to $134,725 and $184,111, 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, 2016: Years Ending 2017 516,484 2018 555,762 2019 571,259 2020 467,211 2021 464,560 Thereafter 794,235 Employment Agreements At November 30, 2016, 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. On August 26, 2016, Zantine Greenwood (“Greenwood”), a former officer and founder of the Company, commenced a proceeding in Arbitration alleging that the Company had breached its obligations under a consulting agreement entered into by and between Greenwood and the Company on or about July 24, 2014 (the “Consulting Agreement”). The Company did not appear at the Arbitration. On September 23, 2016, the Arbitrator issued an award to Greenwood against the Company in the sum of $236,250.79. On October 26, 2016, Greenwood filed a petition to confirm the award in the Los Angeles Superior Court, Case No. BS165962. The Company opposed the petition and requested that the court vacate the award because the arbitration provision in the Consulting Agreement was void under applicable law and therefore the Arbitrator had no subject matter jurisdiction over the dispute. In a January 9, 2017 Settlement Agreement and Mutual Release, the Company agreed to pay Greenwood $115,000 plus 5.5% simple interest in monthly installments of $10,000 until payment in full in exchange for a release of any and all claims against the Company arising from or relating to the dispute. Conditions to the settlement are that the Court vacate the award and retain jurisdiction until all payments have been made. The Company expects that the Court will agree with the conditions. On March 11, 2016, StoryCorp Consulting, Inc. and David R. Wells filed suit against the Company and the John R. Hall, in his individual capacity, in the Superior Court of the State of California for the County of Los Angeles (Central District) for breach of contract and promissory fraud/false promise, among other things, seeking an amount of not less than $ 100,000. The Company believes that it has a strong defense and is 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, but are expected to be resolved in 2017, at the earliest. No trial date has been set. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, the outcome of this matter could have a materially adverse effect on our business, financial condition and results of operations.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Nov. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	8. 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. UFAS was inactive during the three month periods ended November 30, 2016 and 2015.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Nov. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	9. SUBSEQUENT EVENTS On November 22, 2016, Frederic Boyer tendered to the Company a written resignation (the “Resignation”) as director on the Board, effective immediately, in which Mr. Boyer expressed disagreement with certain management practices as it related to the Board of Directors. A copy of the Resignation is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 29, 2016. On November 28, 2016, the Board of Directors appointed Michael Poutre II, Cary Sucoff and Jerry Rubinstein to the Board of Directors, effective as of December 7, 2016.

ORGANIZATION AND SUMMARY OF S15

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Nov. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Greenwood Hall, Inc., a Nevada corporation (hereinafter referred to as the “Company”, “Greenwood Hall”, “we”, “us” or “our”) is an emerging education management solutions provider that delivers end-to-end services that support the entire student lifecycle including offerings that increase student enrollment, improve student experience, optimize student success and outcomes, and help schools maximize operating efficiencies. 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 158 employees and has served more than 62 education clients and over 75 degree programs.
Basis of Presentation	Basis of Presentation On July 23, 2014, Greenwood Hall (formerly Divio Holdings, Corp. (“Divio”)) and its wholly owned subsidiary (“Merger Sub”) consummated the transactions contemplated under a Merger Agreement, dated July 22, 2014, by and among Divio, Merger Sub, and PCS Link, Inc. (“PCS Link”). Pursuant to the Merger Agreement, Merger Sub merged with and into PCS Link with PCS Link remaining as the surviving corporation (the “Merger”). Upon the consummation of the Merger, the separate existence of Merger Sub ceased, and PCS Link became a wholly owned subsidiary of Divio. As a result of the Merger, the holders of all of the issued and outstanding shares of PCS Link common stock exchanged all of such shares (other than “dissenting shares” as defined in California Corporations Code Section 1300) for a combined total of 25,250,000 shares of common stock of Divio, representing approximately 71% of the total outstanding shares on the effective date of the Merger. Immediately following the Merger, Divio Holdings, Corp. changed its name to Greenwood Hall, Inc. The Merger was accounted for as a “reverse merger,” with PCS Link as the accounting acquirer and the Company as the legal acquirer. Although, the Company acquired PCS Link from a legal 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 from an accounting perspective. This is because Greenwood Hall did not have operations immediately prior to the Merger, and PCS Link became the operating company as a result thereof. The board of directors of Greenwood Hall immediately after the Merger consisted of five directors, four of whom were nominated by PCS Link. Additionally, PCS Link’s stockholders owned 71% of the outstanding shares of Greenwood Hall immediately after completion of the transaction. This Quarterly Report on Form 10-Q for the quarter ended November 30, 2016 should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended August 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on December 6, 2016. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year.
Reclassifications	Reclassifications Certain amounts from prior years have been reclassified to conform to current year presentation.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Greenwood Hall, PCS Link, a wholly owned subsidiary of Greenwood Hall (“PCS Link”), and University Financial Aid Solutions, LLC (“UFAS”), collectively referred to herein as the “Company”, “we”, “us”, “our”, or “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, UFAS 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”), which contemplates the continuation of the Company as a going concern. The Company has an accumulated deficit and a working capital deficit as of November 30, 2016 and has continued to incur a loss from operations during the first three months of fiscal year 2017. Although such accumulated deficit has decreased by 14.9% from $(27,666,656) as of August 31, 2016, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has historically funded its activities through cash generated from operations, debt financing, the issuance of equity for cash, and advances from stockholders. During the three months ended November 30, 2016, the Company generated $1,184,723 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 or a flat monthly subscription fee. 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. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.
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. Warrants to purchase common stock are excluded from the computation of diluted shares during the three months ended November 30, 2016 and 2015, respectively, when their effect is anti-dilutive.
Variable Interest Entities	Variable Interest Entities Generally, an entity is defined as a variable interest entity (“VIE”) under current accounting rules if it has (a) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (b) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the expected losses or receive the expected returns of the entity. When determining whether an entity that is a business qualifies as a VIE, we also consider whether (i) we participated significantly in the design of the entity, (ii) we provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE either involve us or are conducted on our behalf. A VIE is consolidated by its primary beneficiary, which is the party that absorbs or receives a majority of the entity’s expected losses or expected residual returns. 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 stockholders / 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 $7,209 and $12,833 for the three months ended November 30, 2016, and the three months ended November 30, 2015, 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 $35,494 and $20,084 for the three months ended November 30, 2016, and November 30, 2015, respectively. This expense is included in the condensed consolidated statements of operations as Equity-Based Compensation.
Derivative Liabilities	Derivative Liabilities We account for warrants and conversion features as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants and conversion features 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 and conversion features were determined to be ineligible for equity classification because of provisions that may result in an adjustment to their exercise price. Instruments 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. During the three months ended November 30, 2016 and November 30, 2015, the Company recognized a change in value of the derivative liability of $478,762 and $202,249, 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, 2016 and August 31, 2016 for assets and liabilities measured at fair value on a recurring basis. November 30, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 1,181,175 $ 1,181,175 August 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 846,583 $ 846,583 The assumptions used in valuing derivative instruments issued during the three months ended November 30, 2016 were as follows: Risk free interest rate 0.51% - 1.22% Expected life .01 Years-5.00 years Dividend yield None Volatility 68% - 137% The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2016: Value at August 31, 2016 $ 846,583 Issuance of instruments 1,161,043 Change in value (347,690 ) Net settlements (478,762 ) Value as of November 30, 2016 $ 1,181,175 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 There were no recently issued accounting standards during the period ended November 30, 2016 that impacted our consolidated financial statements or ongoing financial reporting.

ORGANIZATION AND SUMMARY OF S16

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Nov. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of estimated useful lives of property and equipment	The estimated useful lives used are as follows: Classification Life Equipment 5-7 Years Computer equipment 7 Years
Schedule of fair value measurements	The following table summarizes fair value measurements at November 30, 2016 and August 31, 2016 for assets and liabilities measured at fair value on a recurring basis. November 30, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 1,181,175 $ 1,181,175 August 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 846,583 $ 846,583
Schedule of derivative instruments	The assumptions used in valuing derivative instruments issued during the three months ended November 30, 2016 were as follows: Risk free interest rate 0.51% - 1.22% Expected life .01 Years-5.00 years Dividend yield None Volatility 68% - 137%
Schedule of reconciliation of the derivative liability	The following is a reconciliation of the derivative liability related to these instruments for the three months ended November 30, 2016: Value at August 31, 2016 $ 846,583 Issuance of instruments 1,161,043 Change in value (347,690 ) Net settlements (478,762 ) Value as of November 30, 2016 $ 1,181,175

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Nov. 30, 2016
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	At November 30, 2016 and August 31, 2016, property and equipment consists of the following: November August Computer equipment $ 553,255 553,255 Software and Equipment 42,398 42,398 Furniture & Fixtures 9,177 9,177 604,830 604,830 Accumulated depreciation (539,633 ) (524,515 ) Net property and equipment $ 65,197 80,315

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Nov. 30, 2016
Notes Payable Tables
Schedule of aggregate maturities of notes payble	The following is a schedule, by year, of the aggregate maturities of the notes payable as of November 30, 2016: Years ending August 31, 2017 $ 2,356,616.92 2018 $ 3,500,000.00 2019 $ 935,000.00 2020 $ 0 2021 $ 0 Thereafter $ 0

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Nov. 30, 2016
Stockholders' Equity Note [Abstract]
Schedule of stock options activity	As of November 30, 2016, the members of the Board of Directors hold options to purchase an aggregate of 1,750,000 shares of Common Stock at exercise prices ranging from $0.01 to $0.75, which were granted prior to August 31, 2016. Transactions in 3 Mos. 2017 Quantity Weighted- Weighted- Outstanding, August 31, 2016 4,985,000 $ 0.23 9.03 Granted 0 $ - - Exercised 0 - - Cancelled/Forfeited 0 - - Outstanding, November 30, 2016 4,985,000 $ - 4,985,000 Exercisable, November 30, 2016 1,750,000 $ - 1,750,000
Schedule of stock options, exercise price	The weighted average remaining contractual life of options outstanding issued under the Plan was 9.03 years at November 30, 2016. The exercise prices for the options outstanding at November 30, 2016 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 8.15 700,000 0.01 8.15 600,000 $ 0.50 8.78 600,000 0.50 8.78 450,000 $ 0.75 8.84 450,000 0.75 8.84 910,000 $ 0.35 9.44 - - - 1,825,000 $ 0.08 9.74 - - - 500,000 $ 0.11 9.84 - - - 4,985,000 $ 0.23 9.28 1,750,000 $ 0.37 8.54
Schedule of warrants outstanding	The following is a summary of warrants outstanding at November 30, 2016: Exercise Price Number of Expiration Date $ 1.00 1,264,023 Nov 2024 $ 0.01 100,000 Jul 2016 $ 1.00 295,000 Apr 2020 $ 0.08 1,110,297 Dec 2017 $ 0.10 1,110,297 Dec 2017 $ 1.00 400,000 Aug 2020 $ 0.50 1,176,473 Aug 2020 $ 0.01 250,000 Dec 2020 $ 1.00 1,200,000 Aug 2021 $ 1.00 523,587 Aug 2021 $ 1.00 20,000 Aug 2021 $ 1.00 10,000 Aug 2021 $ 0.01 150,000 Feb 2018 $ 0.01 250,000 Dec 2019 $ 1.10 500,000 May 2021 $ 0.10 1,428,571 Oct 2026 $ 0.10 523,587 Dec 2020 $ 0.10 2,000,000 Oct 2020 $ 0.10 5,000,000 Oct 2021 $ 0.12 3,500,000 Oct 2021 $ 0.14 8,125,000 Oct 2021

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Nov. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments for operating leases	The following is a schedule, by year, of future minimum lease payments required under non-cancelable operating leases as of August 31, 2016: Years Ending 2017 516,484 2018 555,762 2019 571,259 2020 467,211 2021 464,560 Thereafter 794,235

ORGANIZATION AND SUMMARY OF S21

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Nov. 30, 2016
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years

ORGANIZATION AND SUMMARY OF S22

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Derivative Liabilities	$ 1,181,175	$ 846,583
Level 1 [Member]
Derivative Liabilities
Level 2 [Member]
Derivative Liabilities
Level 3 [Member]
Derivative Liabilities	$ 1,181,175	$ 846,583

ORGANIZATION AND SUMMARY OF S23

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	3 Months Ended
	Nov. 30, 2016
Dividend yield
Minimum [Member]
Risk free interest rate	0.51%
Expected life	1 month 6 days
Volatility	68.00%
Maximum [Member]
Risk free interest rate	1.22%
Expected life	5 years
Volatility	137.00%

ORGANIZATION AND SUMMARY OF S24

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)	3 Months Ended
	Nov. 30, 2016USD ($)
Reconciliation of derivative liability [Roll Forward]
Value at beginning	$ 846,583
Issuance of instruments	1,161,043
Change in value	(347,690)
Net settlements	(478,762)
Value at ending	$ 1,181,175

ORGANIZATION AND SUMMARY OF S25

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Nov. 30, 2016USD ($)Numbershares	Nov. 30, 2015USD ($)	Aug. 31, 2016USD ($)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	$ 1,184,723	$ 399,819
Marketing and advertising expense	7,209	12,833
Net cash from financing activities	$ 1,184,723	399,819
Description of organization	Our Company currently has 158 employees and has served more than 62 education clients and over 75 degree programs.
Stock-based compensation		20,084
Change in value of derivatives	(478,762)	$ (202,249)
Accumulated deficit	$ (23,674,029)		$ (27,666,656)
Percentage decreased in accumulated deficit	14.90%
John Hall and Zan Greenwood [Member]
Percentage of variable interest ownership	60.00%
Percentage of equity ownership	92.50%
PCS Link, Inc. [Member]
Number of outstanding common shares | shares	25,250,000
Total percentage of common stock	71.00%
Total number of directors | Number	5
Number of directors nominated | Number	4

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 604,830	$ 604,830
Accumulated depreciation	(539,633)	(524,515)
Net property and equipment	65,197	80,315
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	553,255	553,255
Software And Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	42,398	42,398
Furniture & Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 9,177	$ 9,177

PROPERTY AND EQUIPMENT (Detai27

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 15,850	$ 16,179

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	Nov. 30, 2016USD ($)
Notes Payable Details
2,017	$ 2,356,616.92
2,018	3,500,000
2,019	935,000
2,020	0
2,021	0
Thereafter	$ 0

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Oct. 16, 2016	Oct. 14, 2016	Oct. 13, 2016	Oct. 06, 2016	Oct. 03, 2016	Sep. 30, 2016	Oct. 07, 2014	Nov. 30, 2016
Opus Bank [Member]
Repayment of debt								$ 120,000
Opus Bank [Member] | Secured Promissory Note and Letter of Credit Agreement [Member]
Repayment of debt			$ 1,205,778
Face amount			3,515,152
Accrued and unpaid interest			218,000
California United Bank [Member]
Repayment of debt								177,578
California United Bank [Member] | Secured Promissory Note [Member]
Repayment of debt							$ 177,578
Face amount							1,250,000
Debt outstanding							876,251
Accrued and unpaid interest							$ 75,000
Issuance date							Oct. 21, 2010
Colgan Financial Group, Inc. [Member]
Repayment of debt								150,000
Colgan Financial Group, Inc. [Member] | Secured Promissory Note [Member]
Maturity date	Dec. 31, 2017			Dec. 31, 2017
Repayment of debt	$ 15,000
Accrued and unpaid interest forgiven	$ 150,000
Issuance date	Dec. 23, 2013			Dec. 18, 2014
Interest rate	12.00%			12.00%
First Fire Capital [Member]
Repayment of debt								305,000
First Fire Capital [Member] | Secured Promissory Note [Member]
Repayment of debt			305,000
Face amount			392,500
Debt outstanding			13,000
Accrued and unpaid interest			$ 18,000
Issuance date			Dec. 21, 2015
Number of shares issued for common stock			1,444,444
Redwood Fund [Member]
Repayment of debt								187,257
Redwood Fund [Member] | Secured Promissory Note Due September 30, 2017 [Member]
Repayment of debt						$ 300,000
Face amount						$ 1,418,496
Interest rate						12.00%
Description of new promissory note issued						Exchange for a payment of $300,000 and the cancelation of the promissory notes dated March 31, 2015, August 14, 2015, November 6, 2015, December 14, 2015, and February 4, 2016 and all accrued and unpaid interest under these notes.
Redwood Fund [Member] | Secured Promissory Note Dated November 6, 2015 and January 18, 2016 [Member]
Repayment of debt						$ 187,257
Debt outstanding						170,000
Accrued and unpaid interest						$ 17,000
Lincoln Park Capital Fund LLP [Member] | Promissory Note Due September 30, 2019 [Member]
Face amount					$ 685,000
Accrued and unpaid interest					$ 75,000
Interest rate					12.00%
Description of new promissory note issued					Exchange for the cancelation of the promissory notes dated April 24, 2015 in the amount of $295,000 and August 21, 2015 in the amount of $295,000 and all accrued and unpaid interest under these notes of approximately $75,000.
Warrant [Member] | Opus Bank [Member] | Secured Promissory Note and Letter of Credit Agreement [Member]
Number of shares issued			2,000,000
Exercise price (in dollars per share)			$ 0.10
Warrant [Member] | California United Bank [Member] | Secured Promissory Note [Member]
Number of shares issued							523,587
Exercise price (in dollars per share)							$ 0.10
Revolving Loan [Member]
Prepaid interest								131,000
New Credit Agreement [Member] | Moriah Educational Management, LLC [Member] | 5 years Put Option [Member]
Number of common shares indexed		8,125,000
Strike price (in dollars per share)		$ 0.14
Purchase price of option		$ 1,137,500
Fair value of option		1,137,500						1,137,500
New Credit Agreement [Member] | Moriah Educational Management, LLC [Member] | Call Option [Member]
Fair value of option		0						0
New Credit Agreement [Member] | Moriah Educational Management, LLC [Member] | 7 years Warrant [Member]
Fair value of warrant		$ 23,000						$ 43,000
Number of shares issued		3,500,000
Exercise price (in dollars per share)		$ 0.12
New Credit Agreement [Member] | Revolving Loan [Member] | Moriah Educational Management, LLC [Member]
Maximum borrowing capacity		$ 3,500,000
Advance Date		Oct. 14, 2016
Description of debt interest rate		Interest on the Revolving Loan shall be computed on the basis of the actual number of days elapsed and a year of 360 days and shall accrue on the outstanding principal balance of advances at an annual rate equal to the greater of (i) the sum of (A) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (B) Seven and Three Quarters Percent (7.75%), or (ii) Ten Percent (10.0%), but in no event in excess of Fourteen Percent (14%) per annum unless an event of default has occurred and is continuing. The prime rate was 3.5% on the Advance date.
Maturity date		Oct. 13, 2018
Frequency of payment		monthly
Debt Instrument, Periodic Payment			$ 29,167
First required payment date			Apr. 1, 2017
Prepayment penalty rate		3.00%
Description of covenant								Adjusted Gross Revenues. Borrower will maintain (i) minimum monthly gross revenues of not less than eighty percent (80%) of the projected monthly plan provided by Borrower to Lender prior to the date hereof and annexed hereto as Exhibit 9.18, as measured monthly as of the last day of each month during the Term, and (ii) minimum quarterly gross revenues of not less than eighty-five percent (85%) of the projected quarterly plan provided by Borrower to Lender prior to, as measured quarterly as of the last day of each fiscal quarter during the Term . EBITDA. Borrower will maintain minimum quarterly EBITDA of not less than eighty-five percent (85%) of the projected quarterly plan provided by Borrower to Lender, as measured quarterly as of the last day of each fiscal quarter during the Term.
New Credit Agreement [Member] | Revolving Loan [Member] | Moriah Educational Management, LLC [Member] | Minimum [Member]
Amount to be drawn		$ 500,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	3 Months Ended
	Nov. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, beginning balance | shares	4,985,000
Granted | shares	0
Exercised | shares	0
Cancelled/Forfeited | shares	0
Outstanding, ending balance | shares	4,985,000
Exercisable, ending balance | shares	1,750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll forward]
Outstanding, beggining balance | $ / shares	$ 0.23
Granted | $ / shares
Exercised | $ / shares
Cancelled/Forfeited | $ / shares
Outstanding, ending balance | $ / shares
Exercisable, ending balance | $ / shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted-Average Remaining Contractual Life [Roll Forward]
Outstanding, beginning balance	9 years 11 days

STOCKHOLDERS' EQUITY (Details 1

STOCKHOLDERS' EQUITY (Details 1) - $ / shares	3 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Option Outstanding	4,985,000	4,985,000
Option Exercise Price		$ 0.23
Option Exercisable	1,750,000
Option Exercisable, Price
Employee Stock Options [Member]
Option Outstanding	4,985,000
Option Exercise Price	$ 0.23
Option Remaining Contractual Life	9 years 3 months 11 days
Option Exercisable	1,750,000
Option Exercisable, Price	$ 0.37
Option Exercisable, Remaining Contractual Life	8 years 6 months 14 days
Employee Stock Options [Member] | Exercise Price $ 0.01 [Member]
Option Outstanding	700,000
Option Exercise Price	$ 0.01
Option Remaining Contractual Life	8 years 1 month 24 days
Option Exercisable	700,000
Option Exercisable, Price	$ 0.01
Option Exercisable, Remaining Contractual Life	8 years 1 month 24 days
Employee Stock Options [Member] | Exercise Price $ 0.50 [Member]
Option Outstanding	600,000
Option Exercise Price	$ 0.50
Option Remaining Contractual Life	8 years 9 months 11 days
Option Exercisable	600,000
Option Exercisable, Price	$ 0.50
Option Exercisable, Remaining Contractual Life	8 years 9 months 11 days
Employee Stock Options [Member] | Exercise Price $ 0.75 [Member]
Option Outstanding	450,000
Option Exercise Price	$ 0.75
Option Remaining Contractual Life	8 years 10 months 2 days
Option Exercisable	450,000
Option Exercisable, Price	$ 0.75
Option Exercisable, Remaining Contractual Life	8 years 10 months 2 days
Employee Stock Options [Member] | Exercise Price $ 0.35 [Member]
Option Outstanding	910,000
Option Exercise Price	$ 0.35
Option Remaining Contractual Life	9 years 5 months 8 days
Employee Stock Options [Member] | Exercise Price $ 0.08 [Member]
Option Outstanding	1,825,000
Option Exercise Price	$ 0.08
Option Remaining Contractual Life	9 years 8 months 26 days
Employee Stock Options [Member] | Exercise Price $ 0.11 [Member]
Option Outstanding	500,000
Option Exercise Price	$ 0.11
Option Remaining Contractual Life	9 years 10 months 2 days

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member]	3 Months Ended
	Nov. 30, 2016$ / sharesshares
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, 2020
Exercise Price $ 0.08 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.08
Number of Warrants Outstanding | shares	1,110,297
Warrants Outstanding Expiration Date	Dec. 31, 2017
Exercise Price $ 0.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.10
Number of Warrants Outstanding | shares	1,110,297
Warrants Outstanding Expiration Date	Dec. 31, 2017
Exercise Price $ 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	400,000
Warrants Outstanding Expiration Date	Aug. 31, 2020
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, 2020
Exercise Price $ 0.01 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.01
Number of Warrants Outstanding | shares	250,000
Warrants Outstanding Expiration Date	Dec. 31, 2020
Exercise Price $ 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	1,200,000
Warrants Outstanding Expiration Date	Aug. 31, 2021
Exercise Price $ 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	523,587
Warrants Outstanding Expiration Date	Aug. 31, 2021
Exercise Price $ 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	20,000
Warrants Outstanding Expiration Date	Aug. 31, 2021
Exercise Price $ 1.00 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	10,000
Warrants Outstanding Expiration Date	Aug. 31, 2021
Exercise Price $ 0.01 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Number of Warrants Outstanding | shares	150,000
Warrants Outstanding Expiration Date	Feb. 28, 2018
Exercise Price $ 0.01 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.01
Number of Warrants Outstanding | shares	250,000
Warrants Outstanding Expiration Date	Dec. 31, 2019
Exercise Price $ 1.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 1.10
Number of Warrants Outstanding | shares	500,000
Warrants Outstanding Expiration Date	May 31, 2021
Exercise Price $ 0.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.10
Number of Warrants Outstanding | shares	1,428,571
Warrants Outstanding Expiration Date	Oct. 30, 2026
Exercise Price $ 0.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.10
Number of Warrants Outstanding | shares	523,587
Warrants Outstanding Expiration Date	Dec. 31, 2020
Exercise Price $ 0.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.10
Number of Warrants Outstanding | shares	2,000,000
Warrants Outstanding Expiration Date	Oct. 30, 2020
Exercise Price $ 0.10 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.10
Number of Warrants Outstanding | shares	5,000,000
Warrants Outstanding Expiration Date	Oct. 30, 2021
Exercise Price $ 0.12 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.12
Number of Warrants Outstanding | shares	3,500,000
Warrants Outstanding Expiration Date	Oct. 30, 2021
Exercise Price $ 0.14 [Member]
Warrants Outstanding Exercise Price | $ / shares	$ 0.14
Number of Warrants Outstanding | shares	8,125,000
Warrants Outstanding Expiration Date	Oct. 31, 2021

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016	Jul. 31, 2014
Common stock, authorized	937,500,000		937,500,000
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001
Proceeds from issuance of stock		$ 310,000
Common stock issued	58,741,683		53,717,501
Number of shares outstanding	4,985,000		4,985,000
Excercise price of options			$ 0.23
Employee Stock Options [Member]
Number of shares outstanding	4,985,000
Expected life	5 years 6 months
Expected Volatility	100.00%
Weighted average remaining contractual life	9 years 3 months 11 days
Excercise price of options	$ 0.23
Employee Stock Options [Member] | Minimum [Member]
Risk free interest rate	1.21%
Excercise price of options	$ 0.01
Employee Stock Options [Member] | Maximum [Member]
Risk free interest rate	1.65%
Excercise price of options	$ 0.75
Employee Stock Options [Member] | Board Of Directors [Member]
Number of shares outstanding	1,750,000
Employee Stock Options [Member] | Board Of Directors [Member] | Minimum [Member]
Excercise price of options	$ 0.01
Employee Stock Options [Member] | Board Of Directors [Member] | Maximum [Member]
Excercise price of options	$ 0.75
2014 Stock Option Plan [Member]
Number of shares authorized				5,000,000
Consulting Agreements [Member] | Warrant [Member]
Number of shares issued
Value of shares issued
Number of warrants granted	20,577,158
Consulting Agreements [Member] | Warrant [Member] | Minimum [Member]
Exercise price (in dollars per share)	$ 0.10
Consulting Agreements [Member] | Warrant [Member] | Maximum [Member]
Exercise price (in dollars per share)	$ 0.14

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Sales Revenue, Services, Net [Member] - Customer Concentration Risk [Member] - Number	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Concentration Risk [Line Items]
Percentage of concentration risk	53.00%	53.00%
Number of customer	3	4

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Income Tax Disclosure [Abstract]
Percentage of valuation allowance	100.00%	100.00%

COMMITMENTS AND CONTINGENCIES36

COMMITMENTS AND CONTINGENCIES (Details)	Aug. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 516,484
2,018	555,762
2,019	571,259
2,020	467,211
2,021	464,560
Thereafter	$ 794,235

COMMITMENTS AND CONTINGENCIES37

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jan. 09, 2017USD ($)	Mar. 11, 2016USD ($)	Nov. 30, 2016USD ($)	Nov. 30, 2015USD ($)	Sep. 23, 2016USD ($)
Lease expiration period			2,024
Rent expense			$ 134,725	$ 184,111
Gain (loss) on contract termination		$ 100,000
Subsequent Event [Member] | Settlement Agreement [Member]
Total settlement	$ 115,000
Interest rate	0.055
Settlement amount	$ 10,000
Arbitrator [Member]
Litigation issued					$ 236,250.79