Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Dec. 17, 2013 | |
Underlying Series A preferred stock | ' | ' |
Entity Registrant Name | 'Oncologix Tech Inc. | ' |
Entity Central Index Key | '0000799694 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Aug-13 | ' |
Amendment Flag | 'true | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 74,587,422 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Amendment description | 'True | ' |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $39,456 | $1,931 |
Accounts receivable (net of allowance of $3,000) | 108,319 | ' |
Inventory | 31,271 | ' |
Prepaid expenses and other current assets | 39,176 | 2,993 |
Total current assets | 218,222 | 4,924 |
Property and equipment (net of accumulated depreciation of $11,820 and $8,916) | 78,533 | 1,481 |
Deposits and other assets | 10,050 | ' |
Goodwill | 1,696,425 | ' |
Patents, registrations (net of amortization) | 30,620 | ' |
Total assets | 2,033,850 | 6,405 |
Current liabilities: | ' | ' |
Convertible notes payable | 125,000 | ' |
Convertible notes payable - related parties | 235,025 | ' |
Notes payable | 138,494 | ' |
Notes payable - related parties | 56,200 | ' |
Accounts payable and other accrued expenses | 895,664 | 142,990 |
Accrued interest payable | 66,969 | 42,575 |
Accrued interest payable - related parties | 65,743 | 48,216 |
Total current liabilities | 1,583,095 | 233,781 |
Long-term liabilities: | ' | ' |
Notes payable | 811,500 | 125,000 |
Convertible notes payable - related parties (net of discount of $0 and $0) | ' | 235,025 |
Total long-term liabilities | 811,500 | 360,025 |
Total liabilities | 2,394,595 | 593,806 |
Stockholders' Deficit: | ' | ' |
Common stock, par value $.001 per share; 200,000,000 shares authorized; 74,587,422 and 57,563,258 shares issued and outstanding at August 31, 2013 and August 31, 2012, respectively | 74,587 | 57,563 |
Additional paid-in capital | 58,560,265 | 57,697,233 |
Accumulated deficit prior to reentering development stage | -58,992,296 | -58,338,851 |
Noncontrolling interest | -3,489 | -3,475 |
Common stock subscribed | ' | ' |
Total stockholders' deficit | -360,745 | -587,401 |
Total liabilities and stockholders' deficit | 2,033,850 | 6,405 |
Series A Preferred Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock | 129 | 129 |
Series D Preferred Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock | $59 | ' |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Allowance for doubtful accounts receivable | $3,000 | ' |
Property and equipment, accumulated depreciation | $11,820 | $8,916 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 74,587,422 | 57,563,258 |
Common stock, shares outstanding | 74,587,422 | 57,563,258 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 129,062 | 129,062 |
Preferred stock, shares outstanding | 129,062 | 129,062 |
Series D Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 58,564 | ' |
Preferred stock, shares outstanding | 58,564 | ' |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues | $244,246 | ' |
Cost of revenues | 195,699 | ' |
Gross profit | 48,547 | ' |
Operating expenses: | ' | ' |
General and administrative | 329,667 | 130,769 |
Depreciation and amortization | 5,455 | 450 |
Total operating expenses | 335,122 | 131,219 |
Loss from operations | -286,575 | -131,219 |
Other income (expense): | ' | ' |
Interest and finance charges | -34,181 | -10,768 |
Interest and finance charges - related parties | -152,087 | -25,312 |
Loss on conversion of notes payable - related parties | -10,242 | -92,758 |
Induced conversion expense | ' | -25,402 |
Loss on disposal of assets | ' | -110 |
Acquisition costs | -173,864 | ' |
Other income (expenses) | 3,490 | ' |
Total other income (expense) | -366,884 | -154,350 |
Loss from operations | -653,459 | -285,569 |
Less loss attributable to noncontrolling interest | -14 | -14 |
Net loss before income taxes | -653,445 | -285,555 |
Income taxes | ' | ' |
Net loss attributable to common shareholders | ($653,445) | ($285,555) |
Loss per common share, basic and diluted: | ($0.01) | ($0.01) |
Weighted average number of shares outstanding - basic and diluted | 61,864,435 | 54,443,649 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders Equity (USD $) | Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Common Stock Subscribed | Total |
Beginning Balance, Value at Aug. 31, 2011 | $129 | ' | $50,999 | $57,358,582 | ($58,053,296) | ($3,461) | ' | ($647,047) |
Beginning Balance, Shares at Aug. 31, 2011 | 129,062 | ' | 50,998,814 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Shares | ' | ' | 1,875,000 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Value | ' | ' | 1,875 | 73,125 | ' | ' | ' | 75,000 |
Issuance of stock for fees, Value | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable, Shares | ' | ' | 4,689,444 | ' | ' | ' | ' | ' |
Conversion of notes payable, Value | ' | ' | 4,689 | 137,366 | ' | ' | ' | 142,055 |
Beneficial conversion feature notes payable | ' | ' | ' | 10,000 | ' | ' | ' | 10,000 |
Loss on conversion of notes payable - related parties | ' | ' | ' | 92,758 | ' | ' | ' | 92,758 |
Induced conversion expense - conversion notes payable | ' | ' | ' | 25,402 | ' | ' | ' | 25,402 |
Net loss | ' | ' | ' | ' | -285,555 | -14 | ' | -285,569 |
Ending Balance, Value at Aug. 31, 2012 | 129 | ' | 57,563,258 | 57,697,233 | -58,338,851 | -3,475 | ' | -587,401 |
Ending Balance, Shares at Aug. 31, 2012 | 129,062 | ' | 57,563 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Shares | ' | ' | 15,000,000 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Value | ' | ' | 15,000 | 91,000 | ' | ' | ' | 106,000 |
Issuance of stock for fees, Shares | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Issuance of stock for fees, Value | ' | ' | 1,000 | 7,000 | ' | ' | ' | 8,000 |
Issuance of preferred stock, Shares | ' | 58,564 | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock, Value | ' | 59 | ' | 585,581 | ' | ' | ' | 585,640 |
Conversion of notes payable, Shares | ' | ' | 1,024,164 | ' | ' | ' | ' | ' |
Conversion of notes payable, Value | ' | ' | 1,024 | 9,217 | ' | ' | ' | 10,241 |
Beneficial conversion feature notes payable | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants for finance charges | ' | ' | ' | 159,992 | ' | ' | ' | 159,992 |
Loss on conversion of notes payable - related parties | ' | ' | ' | 10,242 | ' | ' | ' | 10,241 |
Induced conversion expense - conversion notes payable | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -653,445 | -14 | ' | -653,459 |
Ending Balance, Value at Aug. 31, 2013 | $129 | $59 | $74,587 | $58,560,265 | ($58,992,296) | ($3,489) | ' | ($360,903) |
Ending Balance, Shares at Aug. 31, 2013 | 129,062 | 58,564 | 74,587,422 | ' | ' | ' | ' | ' |
Unaudited_Condensed_Consolidat3
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Operating activities: | ' | ' |
Net loss | ($653,459) | ($285,569) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 5,455 | 450 |
Loss on disposal of property and equipment | ' | 110 |
Amortization of discount on notes payable and warrants | ' | 10,000 |
Loss on conversion of notes payable - related parties | 10,241 | 92,758 |
Induced conversion expense notes payable | ' | 25,402 |
Issuance of stock and warrant for fees | 145,406 | ' |
Beneficial conversion feature notes payable | ' | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 124,511 | ' |
Prepaid expenses and other current assets | 9,566 | 9,025 |
Inventory | 69,611 | ' |
Deposits and other assets | ' | ' |
Accounts payable and other accrued expenses | 404,540 | 3,189 |
Accrued interest payable - related parties | 6,831 | 15,079 |
Accrued interest payable | 24,394 | 10,175 |
Net cash used in operating activities | 147,097 | -119,381 |
Investing activities: | ' | ' |
Purchase of property and equipment | ' | -1,677 |
Acquisition of Dotolo subsidiary | -195,781 | ' |
Acquisition of Angels subsidiary | -128,359 | ' |
Net cash used in investing activities | -324,140 | -1,677 |
Financing activities: | ' | ' |
Proceeds from issuance of convertible notes payable - related parties | ' | 20,000 |
Proceeds from issuance of notes payable - related parties | 33,361 | 45,000 |
Proceeds from issuance of notes payable | 120,000 | ' |
Proceeds from the issuance of common stock | 106,000 | 75,000 |
Repayment of notes payable | -25,917 | -8,078 |
Repayment of notes payable - related parties | -18,876 | ' |
Repayment of convertible notes payable | ' | ' |
Repayment of convertible notes payable - related parties | ' | -20,000 |
Net cash provided by financing activities | 214,568 | 111,922 |
Net increase (decrease) in cash and cash equivalents | 37,525 | -9,136 |
Cash and cash equivalents, beginning of period | 1,931 | 11,067 |
Cash and cash equivalents, end of period | 39,456 | 1,931 |
Cash paid during the year for: Interest | 4,822 | 826 |
Cash paid during the year for: Income Taxes | ' | ' |
Description_of_the_Company
Description of the Company | 12 Months Ended | ||
Aug. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Description of the Company | ' | ||
NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY | |||
We were originally formed in 1995 as "Wavetech, Inc." a New Jersey corporation and changed our corporate domicile to Nevada in December 1997, by merging into a Nevada corporation named, "Interpretel International, Inc." We subsequently changed our name, first to "Wavetech International, Inc." and then, in 2000, to "BestNet Communications Corp." Our business at the time was to provide worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers through the internet. That business was never profitable and we were able to continue it only by repeated equity and debt financings. Accordingly, during December 2006, we determined to dispose of that business and sold it during February 2007. | |||
We entered the medical device business at the end of July 2006 through the acquisition of JDA Medical Technologies, Inc. ("JDA"), a development stage company, which was merged into our wholly owned subsidiary, Oncologix Corporation. On January 22, 2007, we changed our name to Oncologix Tech, Inc., to reflect this new business. During June 2007, we moved our principal offices from Grand Rapids, Michigan, to our offices at 3725 Lawrenceville-Suwanee Road, Suite B-4, Suwanee, Georgia, 30024, telephone (770) 831-8818. At that address, our business was the development of a medical device for brachytherapy (radiation therapy), called the “Oncosphere” (or “Oncosphere System”), for the advanced medical treatment of soft tissue cancers. It is a radioactive micro-particle designed to deliver therapeutic radiation directly to a tumor site by introducing the micro-particles into the artery that feeds the tumor tissue. Its first application is expected to be the treatment of liver cancer. Due to a lack of funding, we suspended these activities on December 31, 2007, whereupon we closed the offices in Suwanee Georgia. | |||
Our new mailing address is P.O. Box 8832, Grand Rapids, MI 49518-8832, telephone (616) 977-9933. | |||
During May 2008, we determined to dispose of most of the assets related to the development of the Oncosphere. | |||
In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that: | |||
(a) | The Company has granted an exclusive license to a new IUT subsidiary, called “IUTM”, to develop and manufacture products based on the Company’s proprietary information. This proprietary information is not based on the technology that had been subject to the Master License Agreement with the University of Maryland – Baltimore. The Company has also transferred to IUTM a number of items of laboratory equipment and inventory useful in connection with the licensed information. | ||
(b) | The Company retains rights to market products based on such information as well as first consideration for marketing rights for other possible IUTM products. | ||
(c) | In consideration of the license, the Company has received a 10% equity interest in IUTM, which is organized as a private German limited liability company and IUT has assumed approximately $82,000 of the Company’s indebtedness. | ||
(d) | The Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. | ||
In addition, on April 7, 2009, the Company entered into a Termination Agreement with the University of Maryland – Baltimore, The Master License Agreement between the Company and the University has been formally terminated and each party has released the other from all liabilities arising under the Master License Agreement. | |||
On May 19, 2011, the Company effected a one-for-four reverse stock split. All share and per share information has been restated to retroactively show the effect of this stock split. The reverse split was approved by a majority of the Company’s shareholders on March 24, 2011. | |||
On March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“DRC”), a FDA Registered, Class II, medical device manufacturer with 25 years of product sales in the hydro-colonic irrigation, bowel preparation market. Dotolo Research Corporation began operations in 1989 and is a market leader in hardware and disposable products sales, and has an active customer base of over 900+ customers both domestically and internationally. | |||
On August 1, 2013, we acquired all the outstanding stock of Angels of Mercy, Inc. (“AOM”). Angels provides non-medical, Personal Care Attendant (PCA) services, Supervised Independent Living (SIL), Long-Term Senior Care, and other approved programs performed by a trained caregiver that will meet the health service needs of beneficiaries whose disabilities preclude the performance of certain independent living skills related to the activities of daily living (ADL). | |||
Because the development of the brachytherapy device is years off and it cannot be marketed at this time, the Company’s management and Board of Directors determined to dispose of Oncologix Corporation its Brachytherapy medical device subsidiary. With our acquisition of Dotolo we currently have a viable FDA approved medical device requiring minimal capital investment to bring the Company to cash breakeven. Continued support of Oncologix Corporation would cost the Company millions with no guarantee of FDA approval. Furthermore, as part of the disposal, the Company will be relieved of over $90,000 in debt. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
BASIS OF PRESENTATION | |||||||||
In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Interim results are not necessarily indicative of results for a full year. | |||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||
The consolidated financial statements for the fiscal years ended August 31, 2013 and 2012 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation, Angels of Mercy, Inc., Oncologix Corporation (90% Owned), Interpretel Inc., Telplex International and International Environment Corporation collectively the Company. Dotolo Research Corporation is a Florida Corporation. Angels of Mercy, Inc. is a Louisiana Corporation. Oncologix Corporation is a Nevada corporation. Interpretel Inc., Telplex International and International Environment Corporation are inactive corporations. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
USE OF ESTIMATES | |||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
REVENUE RECOGNITION | |||||||||
Revenue is recognized by the Company in accordance with Accounting Standards Codification Topic (“ASC”) 605. Accordingly, revenue is recognized when all the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the seller’s price to the buyer is fixed and determinable; and collectability is reasonably assured. Currently, the primary revenue for the Company is derived from its sales in its Personal Care Services Segment. | |||||||||
AOM is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration (HCFA), the Department of Social Services and based upon a detailed Case Management, Plan of Care for each beneficiary. A unit of service for PCA services will be one-half hour. At least fifteen (15) minutes of service must be provided to the individual in order for AOM to bill for a unit of service. A maximum of 1,825 hours (3,650 half-hour units) per beneficiary, per year can be billed under the Medicaid waiver program. Our only customer is the State of Louisiana who reimburses us for the services we provide. We currently experience a two percent claims rejection rate. | |||||||||
CASH AND CASH EQUIVALENTS | |||||||||
The Company considers all highly liquid instruments, with an initial maturity of three (3) months or less to be cash equivalents. | |||||||||
ACCOUNTS RECEIVABLE | |||||||||
The Company’s receivables in its medical device segment are subject to credit risk, and the Company typically does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected. | |||||||||
The Company’s receivables in its personal care segment are generally repaid in 14 days on average. We bill the State of Louisiana on a weekly basis and are reimbursed two weeks later via electronic funds transfer. We are able to resubmit any rejected claims an additional two times to the state for payment within the next twelve months. Currently we do not maintain an allowance for uncollectible receivables as we analyze our claim rejection rate and make significant changes to prior company policies regarding rejected claims. Upon final rejection, these receivables are written off to bad debt expense. | |||||||||
INVENTORY | |||||||||
Inventories are stated at costs and are held on a first-in, first-out basis. | |||||||||
PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the related assets as follows: | |||||||||
Furniture and fixtures | 5 to 10 years | ||||||||
Computer equipment | 5 years | ||||||||
Equipment | 5 to 10 years | ||||||||
Software | 3 to 5 years | ||||||||
The cost of maintenance and repairs is charged to expense in the period incurred. Expenditures that increase the useful lives of assets are capitalized and depreciated over the remaining useful lives of the assets. When items are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. | |||||||||
LONG-LIVED ASSETS | |||||||||
ASC 360 – Property, Plant and Equipment addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulatory agency; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | |||||||||
An estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets is used in assessing recoverability. Impairment loss is measured by the amount which the carrying amount of the asset(s) exceeds the fair value of the asset(s). The Company primarily employs two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties or (ii) the present value of estimated expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows. | |||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||
The Company adopted Accounting Standards Update 2011-08 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”) in the fourth quarter of fiscal 2013 due to its recent acquisition of Dotolo Research Corporation. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely that not that the fair value of a reporting unit is less than its carrying amount. | |||||||||
Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired. Other intangible assets are deemed to have indefinite lives and are not amortized but are subject to annual impairment tests. | |||||||||
The Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo Research Corporation and Goodwill in Angels of Mercy, Inc., based on estimates of future royalty payments that are avoided through its ownership of the intangibles and patents, discounted to their present value. In determining the estimated fair value of the intangibles and patents, management considers current and projected future levels of revenue based on its plans for Dotolo, business trends, prospects and market and economic conditions. See Note 4 – Acquisitions for further information on the acquisition of Dotolo. | |||||||||
NONCONTROLLING INTEREST | |||||||||
ASC 810 - Consolidation addresses the accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. During fiscal 2009, the Company issued a ten percent interest in its subsidiary, Oncologix Corporation, to IUTM as required in a technology agreement. The Company valued this interest at $212. Through August 31, 2013, the Company has allocated $3,701 losses to its non-controlling interest. The Company has adopted ASC 810 to account for this non-controlling interest. | |||||||||
ADVERTISING COSTS | |||||||||
Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for fiscal 2013 and fiscal 2012. Such costs are expensed when incurred. | |||||||||
INCOME TAXES | |||||||||
The Company adopted the provisions of FASB ASC 740 - Income Taxes provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Income taxes are determined using the asset and liability method. This method gives consideration to the future tax consequences associated with temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. | |||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued expenses, and notes payable approximate fair value. | |||||||||
STOCK-BASED COMPENSATION | |||||||||
The Company has a stock-based compensation plan, which is described more fully in Note 8. The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. The fair value of all awards is amortized on a straight-line basis over the vesting periods. The expected term of awards granted represent the period of time they are expected to be outstanding. The Company determines the expected term based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules. The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of its common stock. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. If actual results differ significantly from estimates, stock-based compensation could be impacted. | |||||||||
CONVERTIBLE DEBT | |||||||||
Interest on convertible debt is calculated using the simple interest method. The company recognizes a beneficial conversion feature to the extent the conversion price is less than the closing stock price on the issuance of the convertible notes. The Company also follows ASC 470-50 and ASC 470-20 regarding changes in the terms of the convertible notes and the induced conversion of its convertible debt. | |||||||||
RECLASSIFICATIONS | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||
STOCK INCENTIVE PLANS | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||
Share based payment compensation costs for equity-based awards are measured on the grant date based on the fair value of the award on that date and is recognized over the required service period. Fair value of stock option awards are estimated using the Black-Scholes model. Fair value of restricted stock awards is based upon the quoted market price of the common stock on the date of grant. | |||||||||
NET LOSS PER COMMON SHARE | |||||||||
Basic earnings (loss) per share is calculated under the provisions of ASC 260 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method and the dilutive effects of convertible notes payable and convertible preferred stock using the if-converted method. On Basic and diluted earnings per share for the two years ended August 31, 2013 and 2012 are as follows: | |||||||||
For the Year Ended | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Net loss attributable to common shareholders | $ | (653,445 | ) | $ | (285,555 | ) | |||
Weighted average shares outstanding | 61,864,435 | 54,443,649 | |||||||
Loss per common share, basic and diluted: | $ | (0.01 | ) | $ | (0.01 | ) | |||
Due to the net losses during the fiscal 2013 and 2012, basic and diluted loss per share was the same, as the effect of potentially dilutive securities would have been anti-dilutive. Shares attributable to convertible notes, stock options, preferred stock and warrants not included the diluted loss per share calculation. Below lists all dilutive securities as of August 31, 2013 and 2012: | |||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock | 58,628,531 | 64,531 | |||||||
Convertible notes payable | 1,383,459 | 1,383,459 | |||||||
Options | 242,085 | 297,085 | |||||||
Warrants | 7,000,000 | — | |||||||
Total potentially dilutive securities | 67,254,075 | 1,745,075 | |||||||
SEGMENT INFORMATION | |||||||||
ASC 280-10 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief decision maker in deciding how to allocate resources and in assessing performance. The Company currently has two business segments; medical device manufacturing and personal care services. | |||||||||
RECENT ACCOUNTING PRONOUNCEMENTS | |||||||||
We have evaluated all Accounting Standards Updates through the date the financial statements were issued and do not believe any will have a material impact. | |||||||||
NEW ACCOUNTING STANDARD | |||||||||
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under the amendments in ASU 2012-02, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless it determines that it is more likely than not that the fair value of the asset is less than its carrying amount. An entity also will have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. ASU 2012-02 is effective for interim and annual indefinite-lived intangible asset impairment tests performed for fiscal years beginning on or after September 15, 2012, with early adoption permitted. The Company’s adoption of ASU 2012-02 is not expected to have an impact on its consolidated financial statements. |
Going_Concern
Going Concern | 12 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 3 - GOING CONCERN | |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses from operations over the past several years and anticipates additional losses in fiscal 2014 and prior to achieving breakeven. | |
During fiscal 2013, we acquired Dotolo Research Corporation and Angels of Mercy, Inc. While these acquisitions greatly increase the value of our Company, collectively they are not fully cash flow positive. AOM is currently cash flow positive but alone is unable to support the corporate overhead or the capital requirements of our other subsidiary, DRC. We anticipate that we will require approximately $1,000,000 to operate through August 31, 2014. Approximately $350,000 will be required to fund corporate overhead including all debt services with the balance to invest into DRC for the procurement of raw material inventory, manufacturing production and future product revisions at DRC. Approximately $250,000 will allow DRC to become current with its raw material vendors, procure new inventory, and allow the company to manufacture and sell hardware products. With the $250,000 in funding, we will be able to re-start all manufacturing and sell hardware products to fulfill eighty three (83) existing hardware customer orders within three (3) months. During the following three months we expect to increase our hardware sales to include new hardware clients. We expect our total hardware sales at the end of this six month period to be approximately $600,000. The remaining $400,000 will be used to make design improvements to our products, including our disposable products to allow us to market directly to our current customer base as well as enter into new markets. Design improvements to our hardware and disposable product entails modifying our hardware product to allow only our disposable products to be connected directly to our Toxygen hydro-colonic hardware. These and other improvements will allow the Company to have a unique product offering and increase our disposable product sales whereas only the DRC disposable product can then be utilized on our Toxygen hardware and not our competitor disposable products. These product modifications will allow DRC to remain competitive in a changing environment. | |
Our Company has never been profitable and we have had to rely on debt and equity financings to fund operations. There is no assurance that the business activities of DRC will achieve breakeven status by the end of 2014. Significant delays in achieving breakeven status could affect the ability to obtain future debt and equity funding. These factors raise substantial doubt about the Company’s ability to continue as a going concern. After auditing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. Currently there is a substantial doubt in the Company’s ability to continue as a going concern. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
NOTE 4 – ACQUISITIONS | |||||
Dotolo Research Corporation | |||||
On March 22, 2013, the Company acquired all of the outstanding shares of common stock of Dotolo Research Corporation (“Dotolo”), a medical device company. With this recent acquisition, the company continued on its mission to facilitate the controlling interests and acquisition of medical device, health care service, medical distribution and emerging health care technology companies. This business model creates a complete business solution of unlimited marketing and revenues opportunities. Our model combines certain natural relationships of medical device products with related but distinct products, services, markets and opportunities. The combined sales, marketing, and operational synergies will enable the Company and our business units to provide a wide variety of complete technology solutions at significant cost savings. | |||||
While operations have commenced with Dotolo, the revenues have not been significant since the acquisition. This is primarily due to a lack of monies available to invest into raw material inventory for Dotolo. . | |||||
The acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include patents, trade name and customer list. The purchase price consisted of the issuance 58,564 shares of a newly created Series D Convertible Preferred Stock (60,000 shares of Series D Preferred Stock designated). On March 22, 2013, the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares. The issued Series D Convertible Preferred Stock have a liquidation value of approximately $4,700,000 and are convertible anytime after March 1, 2014 into 1,000 shares of common stock each. Please see Note 8 for a further description of the Series D Convertible Preferred Stock. | |||||
The purchase price was allocated to assets acquired and liabilities assumed as follows: | |||||
Cash and cash equivalents | $ | 1,653 | |||
Accounts receivable (net) | 769 | ||||
Inventory | 100,881 | ||||
Prepaid expenses and other current assets | 31,750 | ||||
Property and equipment | 22,957 | ||||
Deposits and other assets | 10,050 | ||||
Purchased goodwill | 1,217,704 | ||||
Patents, registrations | 33,172 | ||||
Total assets acquired | $ | 1,418,936 | |||
Accounts payable and other accrued expenses | $ | 507,589 | |||
Customer deposits | $ | 78,807 | |||
Notes payable | 177,763 | ||||
Notes payable - related parties | 58,600 | ||||
Accrued interest payable | 9,743 | ||||
Accrued interest payable - related parties | 794 | ||||
Total liabilities assumed | $ | 833,296 | |||
Angels of Mercy, Inc. | |||||
On August 1, 2013, the Company acquired all the outstanding shares of Common Stock of Angels of Mercy, Inc. Pursuant to the Agreement, the Owners sold all of the Common Stock of AOM for $650,000 represented by a down payment of $100,000 at closing and a four year Secured Promissory Note for $550,000. The Company also issued the Owners 1,000,000 four year warrants with an exercise price of $0.015 that possesses a cashless exercise option and agreed to pay $65,000 in broker fees related to this transaction. | |||||
The acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include patents and purchased goodwill. | |||||
The purchase price was allocated to assets acquired and liabilities assumed as follows: | |||||
Cash and cash equivalents | $ | 27,121 | |||
Accounts receivable (net) | 111,581 | ||||
Prepaid expenses and other current assets | 7,851 | ||||
Property and equipment | 57,000 | ||||
Purchased goodwill | 478,721 | ||||
Total assets acquired | $ | 682,274 | |||
Accounts payable and other accrued expenses | $ | 9,688 | |||
Total liabilities assumed | $ | 9,688 | |||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 5 - PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is composed of the following at August 31, 2013 and 2012: | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Furniture | $ | 10,388 | $ | — | |||||
Office Equipment | 10,800 | — | |||||||
Computers | 19,905 | 4,856 | |||||||
Software | 3,497 | 497 | |||||||
Leasehold improvements | 29,000 | — | |||||||
Equipment | 16,763 | 5,044 | |||||||
Total property and equipment at cost | 90,353 | 10,397 | |||||||
Less: accumulated depreciation and amortization | (11,820 | ) | (8,916 | ) | |||||
$ | 78,533 | $ | 1,481 |
Leases
Leases | 12 Months Ended | ||||||
Aug. 31, 2013 | |||||||
Leases [Abstract] | ' | ||||||
Leases | ' | ||||||
NOTE 6 - LEASES | |||||||
The Company leases office space in two locations in Louisiana and warehouse/manufacturing space in Arizona. One of the leases in Louisiana and the Arizona lease are on a month to month basis and the remaining Louisiana office location on a 5-year lease which began in October 2013. Rent expense for the years ended August 31, 2013 and 2012 were $15,500 and nil, respectively. Future minimum lease payments are disclosed below: | |||||||
2014 | $ | 30,800 | |||||
2015 | 33,600 | ||||||
2016 | 33,600 | ||||||
2017 | 33,600 | ||||||
2018 | 33,600 | ||||||
Totals | $ | 165,200 | |||||
Notes_Payable
Notes Payable | 12 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Payables and Accruals [Abstract] | ' | |||||||||
Notes Payable | ' | |||||||||
NOTE 7 - NOTES PAYABLE | ||||||||||
CONVERTIBLE NOTES PAYABLE: | ||||||||||
Convertible notes payable consist of the following as of August 31, 2013 and August 31, 2012: | ||||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
8.0% convertible notes due August 31, 2014 | $ | 125,000 | $ | 125,000 | ||||||
Total unsecured convertible notes payable | 125,000 | 125,000 | ||||||||
Less: Current portion | (125,000 | ) | — | |||||||
Long-term portion | $ | — | $ | 125,000 | ||||||
The following is a summary of future minimum payments on convertible notes payable as of August 31, 2013: | ||||||||||
Fiscal Year Ending August 31, | Convertible Notes Payable | |||||||||
2014 | $125,000 | |||||||||
During May and June 2007, we issued nine Convertible Promissory Notes in an aggregate principal amount of $700,000. These Convertible Promissory Notes were due May 7, 2008, bore interest at the rate of 8% per annum and were convertible into our common stock at a rate of $1.00. Eight of these notes were converted into common stock in fiscal 2009. The remaining Convertible Promissory Note, in the principal amount of $125,000, was extended on January 28, 2010 initially to March 31, 2012 and then extended to September 30, 2013. In conjunction with the initial extension, the conversion price was reduced to $0.60. As of August 31, 2013, the Company has accrued interest in the amount of $52,575. | ||||||||||
CONVERTIBLE RELATED PARTY NOTES PAYABLE: | ||||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
6.0% convertible note due September 2013 (1) | $ | 235,025 | $ | 235,025 | ||||||
Total unsecured related party convertible notes payable | 235,025 | 235,025 | ||||||||
Less: Current portion | (235,025 | ) | — | |||||||
Long-term portion | $ | — | $ | 235,025 | ||||||
(1) Note payable to former CEO who resigned 4/1/09 and still remains a director of our subsidiary. | ||||||||||
On April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive Officer and current member of our subsidiary’s Board of Directors, a convertible promissory note in lieu of payment of $235,025 in accrued salary owed to Ms. Lindstrom. This note accrues interest at a rate of 6% per annum and was originally due on March 31, 2012. The note is convertible into shares of the Company’s common stock at a rate of $0.20 per common share. Ms. Lindstrom signed an abstention to convert this note until June 01, 2011. On March 16, 2012, Ms. Lindstrom agreed to extend the due date of the note to September 30, 2013. There was no beneficial conversion feature recognized upon the issuance of this note. As of August 31, 2013, the Company has accrued interest in the amount of $62,317. | ||||||||||
On February 8, 2013, the Company issued a 30-Day convertible promissory note to Anthony Silverman, its former President and CEO, in the principal amount of $10,242. This convertible note was issued to pay off a previously issued 90-Day promissory note. This note bore interest at 6% and is convertible into the company’s common stock at $0.01 per shares. On February 8, 2013, Mr. Silverman elected to convert the note and accrued interest into 1,024,164 shares of common stock. The Company also recorded a $10,242 loss on the conversion of this note. | ||||||||||
On August 23, 2012, the Company issued a convertible promissory note in principal amount of $45,000 to its President, Anthony Silverman, who is also a member of the Board of Directors. This note was issued as payment in full of the principal and accrued interest of three outstanding promissory notes in that aggregate amount. The newly issued convertible promissory note bore interest at 6% per annum and was convertible into the Company's common stock at $0.04 per share. On August 24, 2012, Mr. Silverman elected to convert this note plus accrued interest of $524 into 2,276,182 shares of the Company’s Common Stock. The company recognized a $22,758 loss upon the conversion of this note. | ||||||||||
The following is a summary of future minimum payments on related party convertible notes payable as of August 31, 2013: | ||||||||||
Fiscal Year Ending August 31, | Related Conv. Notes Payable | |||||||||
2014 | $235,025 | |||||||||
RELATED PARTY NOTES PAYABLE: | ||||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
6.0% note due November 2013 (1) | $ | 4,600 | ||||||||
6.0% line of credit (2) | 51,600 | |||||||||
— | ||||||||||
Outstanding unsecured related party notes payable | $ | 56,200 | $ | — | ||||||
(1) Note payable to current CEO. | ||||||||||
(2) Note payable to current CEO payable from subsidiary, Dotolo Research Corporation. No stated interest or due date | ||||||||||
On September 14, 2012, the Company issued a 90-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $10,000. The note bore interest at 6% per annum. This note was further extended to February 11, 2013. On February 8, 2013, this note was paid off together with accrued interest of $242 by the issuance of a convertible promissory note. Please see Convertible Related Party Notes Payable for further information. | ||||||||||
On October 11, 2012, the Company issued a 30-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $5,000. The note bore an interest rate of 6%. This note was paid off, together with accrued interest of $5 on October 17, 2012. | ||||||||||
On November 23, 2012 the Company issued a 90-Day promissory note to Anthony Silverman, its President and CEO, in the principal amount of $5,000. The note bore interest at 6% per annum. This note was paid off, together with accrued interest of $39 on January 9, 2013. | ||||||||||
On March 8, 2013, the Company issued a 60-Day promissory note to Anthony Silverman, its former President and CEO, in the principal amount of $2,686. The note bore an interest rate of 6% and the due date has been extended to August 31, 2013. This note was paid off on August 16, 2013 together with accrued interest of $71. | ||||||||||
On April 26, 2013, the Company issued a 10-Day promissory note to Wayne Erwin, its President and CEO, in the principal amount of $10,675. During the 4th quarter of fiscal 2013, the Company repaid $6,075 of principal on this note. The note bears an interest rate of 6% and the due date has been extended to November 30, 2013. As of August 31, 2013, the Company has accrued interest of $223. | ||||||||||
During the last 18 months, Wayne Erwin, our President and CEO, has advanced a total of $51,600 directly to Dotolo in an open advance account. To date we have accrued $3,053 in interest. There is no specific due date on this note. | ||||||||||
The following is a summary of future minimum payments on related party notes payable as of August 31, 2013: | ||||||||||
Fiscal Year Ending August 31, | Related Conv. Notes Payable | |||||||||
2014 | $56,200 | |||||||||
OTHER NOTES PAYABLE: | ||||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
12% note payable due May 2014 | $ 15,000.00 | $ - | ||||||||
Note payable | 60,600.00 | |||||||||
Time payment lease due January 2014 | 3,311.00 | |||||||||
Note payable - fee reimbursement | 59,583.00 | |||||||||
18% note payable due January 2015 | 30,000.00 | |||||||||
18% note payable due January 2015 | 20,000.00 | |||||||||
18% note payable due January 2015 | 100,000.00 | |||||||||
6% note payable due August 2015 | 111,500.00 | |||||||||
6% note payable due October 2017 | 550,000.00 | |||||||||
Subtotal | 949,994 | |||||||||
Less: Current portion | (138,494) | - | ||||||||
Long-term portion | $ 811,500 | $ - | ||||||||
On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and is due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012. In May 2013 we defaulted on this note and our directors and officers insurance coverage has lapsed as of May 2, 2013. | ||||||||||
On May 23, 2013, the Company issued a one year note in the amount of $20,000. The note bears and interest rate of 12% per annum. The Company is required to repayment the note at a rate of $1,867 per month, which includes interest, on the 15th day of each month. The note is secured by certain collateral of our President and CEO. | ||||||||||
During April 2012, our subsidiary Dotolo, entered into a financing agreement to provide up to $150,000 in funding for the subsidiary. The financing agreement was due in January 2013. After repayments, we currently owe $60,600 which is currently in default. We are currently in final negotiations with the lender on repayment. | ||||||||||
Our subsidiary has a time lease payment which is due to be paid off in January 2014. | ||||||||||
On August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $65,000 of broker’s fees incurred in the acquisition. Monthly payments of $5,417 are due and payable beginning on August 15, 2013. This note bears no interest. | ||||||||||
On February 27, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $30,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015. | ||||||||||
On March 17, 2013 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $20,000. The note bears interest at 18% payable monthly on the 15th and is due in full in January 2015. | ||||||||||
On May 23, 2013, the Company issued a one year note in the amount of $20,000. The note bears and interest rate of 12% per annum. The Company is required to repayment the note at a rate of $1,867 per month, which includes interest, on the 15th day of each month. The note is secured by certain collateral of our President and CEO. | ||||||||||
On July 26, 2013 the Company issued a 18 month promissory note in the principal amount of $100,000. These funds were used for the cash down payment for the Angels acquisition. The note bears interest at 18% and requires monthly interest payments of $1,200 beginning on September 26, 2013. A final balloon payment of principal and interest in the amount of $107,800 is due on January 26, 2015. | ||||||||||
On August 1, 2011 our subsidiary Dotolo, entered into a note payable agreement to provide funding to its subsidiary in the principal amount of $111,500. The note bears interest at 6% and matures on August 31, 2015. As of August 31, 2013 the Company has accrued interest of 12,586. | ||||||||||
On August 1, 2013, in connection with our acquisition of Angels of Mercy, Inc. we entered into a promissory note to pay $550,000 for the purchase of Angels of Mercy, Inc. Monthly payments of $9,115 are due and payable beginning on November 1, 2013 with a final balloon payment of $205,705 due on October 1, 2017. This note bears interest at a rate of 6%. | ||||||||||
The following is a summary of future minimum payments on r notes payable as of August 31, 2013: | ||||||||||
Fiscal Year Ending August 31, | Related Conv. Notes Payable | |||||||||
2014 | $203,596 | |||||||||
2015 | $344,032 | |||||||||
2016 | $87,623 | |||||||||
2017 | $314,743 | |||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY | |||||||||||||||||||
PREFERRED STOCK: | |||||||||||||||||||
Series A Convertible Preferred Stock. | |||||||||||||||||||
The Company is authorized to issue up to 10,000,000 shares of preferred stock, in one or more series, and to determine the price, rights, preferences and privileges of the shares of each such series without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any shares of preferred stock that may be issued in the future. | |||||||||||||||||||
In January 2003, our Board of Directors authorized up to 4,500,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred stock has a par value of $0.001 and is convertible into one-half share of common stock in upon a cash payment by the holder to the Company of $0.40 per common share. The Series A Convertible Preferred Stock is entitled to receive, in preference to the common stock, of noncumulative dividends, if declared by the Board of Directors, and a claim on the Company's assets upon any liquidation of the Company senior to the common stock. These preferred shares are not entitled to voting rights. There are presently outstanding 129,062 shares of Series A Preferred Stock. | |||||||||||||||||||
On March 30, 2003, the Company completed the private placement of Units pursuant to the terms of a Unit Purchase Agreement (the “Units”) with accredited investors. Each Unit consists of the following underlying securities: (i) three shares of the Company’s common stock; (ii) one share of Series A Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year warrant to purchase one share of common stock at a per share price of $0.30. The warrants expired on March 31, 2006. Each share of Series A Convertible Preferred Stock is convertible into one half share of the Company’s common stock in exchange for $0.40 per common share ($.20 for each Series A Convertible Preferred share converted). The securities underlying the Units are not to be separately tradable or transferable apart from the Units until such time as determined by the Company’s Board of Directors. A total of 4,032,743 Units were issued. As of August 31, 2013 and August 31, 2012, there were 129,062 and 129,062 Units outstanding that had not been separated, respectively. These units are presented as their underlying securities on our balance sheet and consist of 64,531 shares of Series A Preferred Stock and 96,797 shares of common stock which is included in the issued and outstanding shares. | |||||||||||||||||||
Below is a table detailing the outstanding Series A Convertible Preferred Stock shares outstanding during the last two fiscal years: | |||||||||||||||||||
Preferred | Number of | Weighted Avg. | |||||||||||||||||
Shares | Common Shares | Proceeds if | Per Common Sh. | ||||||||||||||||
Outstanding | Convertible | Converted | Exercise Price | ||||||||||||||||
Outstanding, August 31, 2011 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | 0.4 | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2012 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | 0.4 | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2013 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||||
In March 2013, our Board of Directors authorized up to 60,000 shares of Series D Convertible Preferred Stock. Each share of Series D Convertible stock has a par value of $0.001 and is convertible into 1,000 shares of common stock beginning after March 1, 2014. Each share of Series D Convertible Preferred Stock has a stated liquidation value of $80.25. Each shares of Series D Convertible Preferred Stock shall have voting rights as stated below: | |||||||||||||||||||
March 1, 2013 to February 28, 2014, 400 votes per share; | |||||||||||||||||||
March 1, 2014 to February 28, 2015, 800 votes per share; | |||||||||||||||||||
March 1, 2015 to February 28, 2016, 1,200 votes per share; | |||||||||||||||||||
March 1, 2016 to February 28, 2017, 1,600 votes per share; | |||||||||||||||||||
March 1, 2017 and after, 2,000 votes per share; | |||||||||||||||||||
On March 22, 2013, the Company issued 58,564 shares of Series D Convertible Preferred Stock to acquire 100% of the outstanding common stock of Dotolo. On March 22, 2013 the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares. | |||||||||||||||||||
Below is a table detailing the outstanding Series D Convertible Preferred Stock shares outstanding during the last two fiscal years: | |||||||||||||||||||
Preferred | Number of | Weighted Avg. | |||||||||||||||||
Shares | Common Shares | Proceeds if | Per Common Sh. | ||||||||||||||||
Outstanding | Convertible | Converted | Exercise Price | ||||||||||||||||
Outstanding, August 31, 2011 | - | - | $ - | $ - | |||||||||||||||
Expired/Retired | - | - | - | $ - | |||||||||||||||
Converted | - | - | - | $ - | |||||||||||||||
Issued | - | - | - | $ - | |||||||||||||||
Outstanding, August 31, 2012 | - | - | $ - | $ - | |||||||||||||||
Expired/Retired | - | - | - | $ - | |||||||||||||||
Converted | - | - | - | $ - | |||||||||||||||
Issued | 58,564 | 58,564,000 | - | $ 80.25 | |||||||||||||||
Outstanding, August 31, 2013 | 58,564 | 58,564,000 | $ - | $ 80.25 | |||||||||||||||
Our Board of Directors authorized the separation of the Units into their component parts (Series A Convertible Preferred Stock only) in July 2004, February 2005, April 2008, March 2010 and July 2011. The table below describes the proceeds received for the conversion of preferred shares into common stock: | |||||||||||||||||||
Date of Conversion | Proceeds from Conversion | Further Description and Remarks | |||||||||||||||||
July-August 2004 | $487,523 | During July and August 2004, holders of 2,437,614 Units contributed $487,523 to convert 2,437,614 shares of Series A. Convertible Preferred stock into 4,875,228 shares of common stock. | |||||||||||||||||
Feb-05 | $230,393 | During February 2005, holders of 1,151,967 Units contributed $230,393 to convert 1,151,967 shares of Series A. Convertible Preferred stock into 2,303,934 shares of common stock. | |||||||||||||||||
April/June 2008 | $29,460 | During April and June 2008, holders of 147,300 Units contributed $29,460 to convert 147,300 shares of Series A. Convertible Preferred stock into 294,600 shares of common stock. | |||||||||||||||||
March/April 2010 | $6,820 | During March and April 2010, holders of 34,100 Units contributed $6,820 to convert 34,100 shares of Series A. Convertible Preferred stock into 68,200 shares of common stock. | |||||||||||||||||
Jul-11 | $0 | During July 2011, holders of 132,700 Units elected to relinquish conversion of 132,700 shares of Convertible Preferred stock as part of splitting their Units. | |||||||||||||||||
SUBSCRIBED COMMON STOCK: | |||||||||||||||||||
As of August 31, 2013 and August 31, 2012, there were no shares of subscribed stock issuable. | |||||||||||||||||||
COMMON STOCK: | |||||||||||||||||||
Below are recent sales of unregistered securities: | |||||||||||||||||||
Date | Securities | Underwriters/ | |||||||||||||||||
Sold | Sold | Consideration | Purchasers * | Notes | |||||||||||||||
10/6/11 | 1,778,193 | $ - | Anthony Silverman, former CEO | Anthony Silverman, our former President and CEO, converted a promissory note in the amount of $71,128 in principal and interest into 1,778,193 shares of common stock at $0.04 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
10/6/11 | 635,069 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $25,403 in principal and interest into 635,069 shares of common stock at $0.04 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
10/16/11 | 625,000 | $ 25,000 | Accredited Investor | The Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
1/26/12 | 1,000,000 | $ 40,000 | Accredited Investor | The Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
4/26/12 | 250,000 | $ 10,000 | Accredited Investor | The Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
8/24/12 | 2,276,182 | $ - | Anthony Silverman, former CEO | Anthony Silverman, our former President and CEO, converted a promissory note in the amount of $45,524 in principal and interest into 2,276,182 shares of common stock at $0.02 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
10/15/12 | 1,000,000 | $ 20,000 | Accredited Investor | The Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
1/6/13 | 2,000,000 | $ 20,000 | Accredited Investor | The Company sold 2,000,000 shares of common stock to a non-related accredited investor at $0.01 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
2/8/13 | 1,024,164 | $ - | Anthony Silverman, former CEO | Anthony Silverman, our former President and CEO, converted a promissory note in the amount of $10,242 in principal and interest into 1,024,164 shares of common stock at $0.01 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
6/17/13 | 2,000,000 | $ 10,000 | Accredited Investor | The Company sold 2,000,000 shares of common stock to a non-related accredited investor at $0.005 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
7/17/13 | 4,000,000 | $ 20,000 | Accredited Investor | The Company sold 4,000,000 shares of common stock to a non-related accredited investor at $0.005 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
8/8/13 | 6,000,000 | $ 36,000 | Accredited Investor | The Company sold 6,000,000 shares of common stock to a non-related accredited investor at $0.006 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
20,175,346 | $ 181,000 | ||||||||||||||||||
* There were no underwriters associated with any of our Sales of Unregistered Securities. | |||||||||||||||||||
NON-CONTROLLING INTEREST | |||||||||||||||||||
On February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27, 2009, the value of the non-controlling interest was $212. It was determined at August 31, 2010 the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As of August 31, 2013, $3,701 cumulative net loss was attributable to the non-controlling interest. | |||||||||||||||||||
WARRANTS: | |||||||||||||||||||
The following table summarizes warrant activity in fiscal 2013 and 2012: | |||||||||||||||||||
Weighted Avg. | |||||||||||||||||||
Number | Exercise Price | ||||||||||||||||||
Outstanding, August 31, 2011 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | - | - | |||||||||||||||||
Outstanding, August 31, 2012 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 7,000,000 | 0.012 | |||||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | 0.012 | |||||||||||||||||
The fair value of warrants granted is estimated using the Black-Scholes option pricing model. This model utilizes the following factors to calculate the fair value of options granted: (i) annual dividend yield, (ii) weighted-average expected life, (iii) risk-free interest rate and (iv) expected volatility. The warrants were expensed and accounted for under ASC 718. | |||||||||||||||||||
The fair value for these warrants was estimated as of the date of grant using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||||
Year Ended August 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Volatility | 97.2% - 97.9% | - | |||||||||||||||||
Risk free rate | 0.38 | % | 0 | % | |||||||||||||||
Expected dividends | None | None | |||||||||||||||||
Expected term (in years) | 3 to 4 years | — | |||||||||||||||||
No warrants were issued in Fiscal 2012 | |||||||||||||||||||
Details relative to the 7,000,000 immediately exercisable outstanding warrants at August 31, 2013 are as follows: | |||||||||||||||||||
Weighted | |||||||||||||||||||
Average | |||||||||||||||||||
Date of | Number | Exercise | Remaining | Expiration | |||||||||||||||
Grant | of Shares | Price | Exercise Life | Date | |||||||||||||||
Fourth quarter of fiscal 2013 | 7,000,000 | $ | 0.012 | 3 to 4 years | 17-Jul | ||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | ||||||||||||||||||
STOCK OPTIONS: | |||||||||||||||||||
ASC 718 requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods. | |||||||||||||||||||
ASC 718 requires that modification of the terms or conditions of an equity award is to be treated as an exchange of the original award for a new award. This event is accounted for as if the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. | |||||||||||||||||||
1997 Stock Incentive Plan | |||||||||||||||||||
The Company is authorized to issue up to 4,600,000 shares of common stock under its 1997 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. We have 4,525,000 shares of common available for future issuance under our 1997 Stock Incentive Plan as of August 31, 2013. Under the 1997 Stock Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. This plan has been approved by our shareholders. | |||||||||||||||||||
2000 Stock Incentive Plan | |||||||||||||||||||
The Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2012, 2011, 2010, 2009 and 2008, our Board of Directors elected to waive the grant of these annual options. We have 6,417,418 shares of common available for future issuance under our 2000 Stock Incentive Plan as of August 31, 2013. Under the 2000 Stock Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. This plan has been approved by our shareholders. | |||||||||||||||||||
During the years ended August 31, 2013 and 2012, we granted nil and nil options from the stock incentive plan described above, respectively. During the years ended August 31, 2013 and 2012, nil and nil options were exercised, respectively. During the years ended August 31, 2013 and 2012, 80,000 and nil options expired, respectively. During the years ended August 31, 2013 and 2012, $0 and $0 was expensed as stock based compensation, respectively. | |||||||||||||||||||
Weighted Average | |||||||||||||||||||
Number of | Option Price | Exercise Price | |||||||||||||||||
Options Granted | Per Share | Per Share | |||||||||||||||||
Outstanding, August 31, 2011 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding, August 31, 2012 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | |||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Cancelled | (55,000 | ) | $1.60 - $5.16 | 2.79 | |||||||||||||||
Outstanding, August 31, 2013 | 242,085 | $0.12 - $2.00 | $ | 1.12 | |||||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the fourth quarter of fiscal 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on August 31, 2013. | |||||||||||||||||||
Expected volatility is based primarily on historical volatility. Historical volatility is computed using weekly average pricing observations for an applicable historic period. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expirations. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. | |||||||||||||||||||
Options | Options | ||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||
Number of options | 242,085 | 242,085 | |||||||||||||||||
Aggregate intrinsic value of options | $ - | $ - | |||||||||||||||||
Weighted average remaining contractual term (years) | 1.29 | 1.29 | |||||||||||||||||
Weighted average exercise price | $ 1.12 | $ 1.12 | |||||||||||||||||
2013 Omnibus Incentive Plan | |||||||||||||||||||
The Company is authorized to issue up to 10,000,000 shares of common stock under its 2013 Omnibus Incentive Plan to employees, officers, directors and consultants. The issuance adoption of this plan has been approved by the Company’s Board of Directors on May 20, 2013. This plan has not been approved by the Company’s shareholders and consequently, we cannot issue Incentive Stock Options to employees at this time. Any options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. We have 10,000,000 shares of common available for future issuance under our 2013 Omnibus Incentive Plan as of August 31, 2013. Under the 2013 Omnibus Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | |
EMPLOYMENT AGREEMENTS | |
On March 22, 2013, Wayne Erwin, the Company’s Chief Executive Officer, signed a three year employment agreement. The agreement provides for an annual salary of $120,000 along with a monthly auto allowance and health insurance allowance totaling $1,100. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013, $58,750 was accrued as salary under this agreement. | |
On April 1, 2013, Michael Kramarz, the Company’s Chief Financial Officer, signed a three year employment agreement. The agreement provides for an annual salary of $58,000 along with a monthly auto allowance and health insurance allowance totaling $500. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. As of August 31, 2013, $32,416 was accrued as salary under this agreement. | |
CONSULTING CONTRACT | |
On September 1, 2012, Michael Kramarz, the Company’s Chief Financial Officer, signed an additional twelve month consulting agreement. Mr. Kramarz is to perform all his regular duties he had previously performed as Chief Financial Officer including the preparation of the Company’s financial statements, SEC Filings, maintenance of corporate records, etc. Mr. Kramarz is to be compensated $70 per hour worked and will turn in weekly time sheets for approval. Mr. Kramarz had previously had consulting contracts for the period of January 2008 through August 2012. During the year ended August 31, 2013 and 2012, we incurred an expense of $50,300 and $72,870 respectively, under these agreements. This agreement was replaced by an employment agreement described below. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions and Contigencies | ' |
NOTE 9 - RELATED PARTY TRANSACTIONS AND CONTINGENCIES: | |
FINANCING WITH RELATED PARTIES: | |
During fiscal 2012 and 2011, the Company entered into financing agreements with related parties of the Company. Please see Note 7 for further descriptions of these transactions. |
Joint_Ventures
Joint Ventures | 12 Months Ended | ||
Aug. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Joint Ventures | ' | ||
NOTE 10 - JOINT VENTURE | |||
Institut für Umwelttechnologien GmbH (IUT) | |||
In February 2009, we entered into a Technology Agreement with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that: | |||
(a) | The Company has granted an exclusive license to a new IUT subsidiary, called “IUTM”, to develop and manufacture products based on the Company’s proprietary information. This proprietary information is not based on the technology that had been subject to the Master License Agreement with the University of Maryland – Baltimore. The Company has also transferred to IUTM a number of items of laboratory equipment and inventory useful in connection with the licensed information. | ||
(b) | The Company retains rights to market products based on such information as well as first consideration for marketing rights for other possible IUTM products. | ||
(c) | In consideration of the license, the Company has received a 10% equity interest in IUTM, which is organized as a private German limited liability company and IUT has assumed approximately $82,000 of the Company’s indebtedness. | ||
(d) | The Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. | ||
We have been advised that IUTM is continuing the development of a brachytherapy device generally as described above but based on proprietary technology not developed by the University of Maryland. During recent discussions with IUTM management, the prior understandings were reaffirmed. It is now our expectation that we will receive information on at least two potential product lines under consideration and/or development by IUTM. Upon receipt we plan to determine the extent to which we will be able to market them and to finance a marketing organization. While our Management is optimistic as to the outcome of those discussions and future success in financing, it is not possible to predict the probabilities of success with any degree of certainty. It was determined at August 31, 2010, the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186. | |||
On September 23, 2010, the Company signed a Memorandum of Understanding with Institut für Umwelttechnologien GmbH and IUT Medical GMBH confirming certain understandings among the parties with respect to their future relationships and business activities as originally contemplated in their Technology Agreement of February 27, 2009, which was reaffirmed. | |||
On November 1, 2013, because the development of the brachytherapy device is years off and it cannot be marketed at this time, the Company’s management and Board of Directors have determined to dispose of Oncologix Corporation its Brachytherapy medical device subsidiary. With our acquisition of Dotolo we currently have a viable FDA approved medical device requiring minimal capital investment to bring the Company to cash breakeven. Continued support of Oncologix Corporation would cost the Company millions with no guarantee of FDA approval. Furthermore, as part of the disposal, the Company will be relieved of over $90,000 in debt. |
Retirement_Plan
Retirement Plan | 12 Months Ended |
Aug. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Retirement Plan | ' |
NOTE 11 - RETIREMENT PLAN | |
Currently, the Company does not have a retirement plan in place. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 12 - INCOME TAXES | |||||||||
As of August 31, 2013, the Company has federal net operating loss carry-forwards totaling approximately $27,800,000 and general business credit carry-forwards of approximately $140,000. As a result of the acquisition of Angels of Mercy, Inc., the general business credit carry-forwards are limited to approximately $9,000 per year due to a Section 383 limitation. Currently there are no state net operating loss carry-forwards. The federal net operating loss carry-forwards expire in various amounts beginning in 2004 and ending in 2033. The Company does not have any current state net operating loss carry-forwards. Certain of the Company's net operating loss carry-forwards may be subject to annual restrictions limiting their utilization in accordance with Internal Revenue Code Section 382, which include limitations based on changes in control. Due to our history of losses from operations, we have provided a valuation allowance for our net operating loss carry-forwards and deferred tax assets, net of certain deferred tax liabilities. | |||||||||
ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of ASC 740 – Income Taxes, the Company performed a review of its material tax positions. At the adoption date of ASC 740, the Company had no unrecognized tax benefit which would affect the effective tax rate. As of August 31, 2013 and 2012, the Company had no accrued interest and penalties related to uncertain tax positions. The Company is primarily subject to U.S. and Louisiana income taxes. The tax years 2010 to current remain open to examination by U.S. federal and state tax authorities. | |||||||||
ONCOLOGIX TECH, INC. AND SUBSIDIARIES | |||||||||
(A DEVELOPMENT STAGE COMPANY) | |||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |||||||||
A reconciliation of the beginning and ending accrual for uncertain tax positions is as follows: | |||||||||
For the Year Ended August 31, | |||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | — | $ | — | |||||
Decreases in tax positions for prior years | — | — | |||||||
Increase in tax positions for prior years | — | — | |||||||
Increases in tax positions for current year | — | — | |||||||
Settlements | — | — | |||||||
Lapse in statute of limitations | — | — | |||||||
Balance, end of year | $ | — | $ | — | |||||
The income tax benefit for the years ended August 31, 2013 and 2012 is comprised of the following amounts: | |||||||||
2012 | 2011 | ||||||||
Current: | $ | — | $ | — | |||||
Deferred: | |||||||||
Federal | (296,000 | ) | (612,000 | ) | |||||
State | — | — | |||||||
(296,000 | ) | (612,000 | ) | ||||||
Valuation Allowance | 296,000 | 612,000 | |||||||
$ | — | $ | — | ||||||
The Company's tax benefit differs from the benefit calculated using the federal statutory income tax rate for the following reasons: | |||||||||
2013 | 2012 | ||||||||
Statutory tax rate | 35 | % | 35 | % | |||||
State income taxes | — | — | |||||||
Change in valuation allowance | (35.0 | )% | (35.0 | )% | |||||
Effective tax rate | 0 | % | 0 | % | |||||
The components of the net deferred tax assets (liabilities) are as follows: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Property and equipment | ($1,000 | ) | $ | — | |||||
Intangible assets | — | — | |||||||
General business credits | 140,000 | — | |||||||
Net operating loss carryforward | 9,730,000 | 10,165,000 | |||||||
9,869,000 | 10,165,000 | ||||||||
Valuation allowance | (9,869,000 | ) | (10,165,000 | ) | |||||
— | $ | — | |||||||
ASC 740 - Income Taxes, requires a valuation allowance to reduce the deferred tax assets if, based on the weight of the evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that an $9,869,000 valuation allowance as of August 31, 2013 is necessary to reduce the net deferred tax assets to the amount that will more likely than not be realized. The decrease in the valuation allowance for the current year is $296,000. |
Recent_Accounting_Prouncements
Recent Accounting Prouncements | 12 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Recent Accounting Prouncements | ' |
NOTE 13 - RECENT ACCOUNTING PRONOUNCEMENTS | |
We have evaluated all Accounting Standards Updates through the date the financial statements were issued and do not believe any will have a material impact on our financial condition or results of operations. | |
NEW ACCOUNTING STANDARD | |
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under the amendments in ASU 2012-02, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless it determines that it is more likely than not that the fair value of the asset is less than its carrying amount. An entity also will have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. ASU 2012-02 is effective for interim and annual indefinite-lived intangible asset impairment tests performed for fiscal years beginning on or after September 15, 2012, with early adoption permitted. The Company’s adoption of ASU 2012-02 is not expected to have an impact on its consolidated financial statements. |
Statement_of_Cash_Flows
Statement of Cash Flows | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||
Statement of Cash Flows | ' | ||||
NOTE 14 - STATEMENTS OF CASH FLOWS | |||||
During fiscal 2013 and 2012, the Company recognized investing and financing activities that affected the balance sheet, but did not result in cash receipts or payments. | |||||
For the year ended August 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
Amount | |||||
On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012. | $ | 10,404 | |||
On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241. | 10,241 | ||||
On May 13, 2013 the Company issued 1,000,000 shares as additional compensation for the issuance of a one year promissory note. These shares were valued at $8,000, the closing price | 8,000 | ||||
On August 1, 2013, the Company issued 1,000,000 four year warrants as additional consideration for the purchase of Angels of Mercy, Inc. The value of these options, calculated using the Black-Scholes method were included in the purchase price of Angels of Mercy, Inc. | 22,586 | ||||
On August 5, 2013 the Company issued 6,000,000 three year warrants for finder’s fees in connection with funds raised through a stock purchase agreement. The value of these options calculated using the Black-Scholes method were recorded and interest and finance charges in our financial statements. | 137,406 | ||||
Total non-cash transactions from investing and financing activities. | $ | 188,637 | |||
For the year ended August 31, 2012, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
Amount | |||||
On October 6, 2011, the Company converted $25,403 of principal and accrued interest into 635,069 shares of its common stock. These shares were issued in October 2011. | $ | 25,403 | |||
The Company recognized induced conversion expense as a result of reducing the conversion price on non-related party notes converted during the first quarter of fiscal 2012. | 25,402 | ||||
On October 6, 2011, the Company converted $71,128 of principal and accrued interest into 1,778,193 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in October 2012. | 71,128 | ||||
The Company recognized a loss on the conversion of related party notes during the first quarter of fiscal 2012. | 70,000 | ||||
The Company recognized a discount on the $10,000 convertible promissory note issued to a related party on October 7, 2011. The discount is related to a beneficial conversion feature issued in connection with this note. | 10,000 | ||||
On October 31, 2011, the Company entered into a note payable agreement to finance $8,078 of directors and officer’s insurance premiums. The note bears interest at a rate of 8.99% per annum and was due in nine monthly installments of $932, including principal and interest, beginning on November 30, 2011. | 8,078 | ||||
On August 24, 2012, the Company converted $45,524 of principal and accrued interest into 2,276,182 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in August 2012. | 45,524 | ||||
The Company recognized a loss on the conversion of related party notes during the fourth quarter of fiscal 2012. | 22,758 | ||||
Total non-cash transactions from investing and financing activities. | $ | 278,293 | |||
Inventory
Inventory | 12 Months Ended |
Aug. 31, 2013 | |
Inventory Disclosure [Abstract] | ' |
Inventory | ' |
NOTE 15 – INVENTORY | |
We have inventory, on hand in the amounts of $31,271 and nil as of August 31, 2013 and August 31, 2012, respectively, as it relates to our medical device manufacturing segment. We do not maintain any inventory for our personal service care segment. Due to a lack of operating capital for raw material inventory, we have currently suspended manufacturing of our Toxygen product. Consequently, inventory is made up of miscellaneous hardware parts. |
Goodwill_Patents_and_Other_Int
Goodwill, Patents and Other Intangible Assets | 12 Months Ended |
Aug. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Patents and Other Intangible Assets | ' |
NOTE 16 - GOODWILL, PATENTS AND OTHER INTANGIBLE ASSETS | |
We currently carry our patents and registrations net of amortization. As of August 31, 2013, the Company has a capitalized cost of patents and registrations in the amount of $122,479 and accumulated amortization of 91,859. Our patents and registrations are amortized over a 20 year period. Amortization for each of the next 5 fiscal years, assuming no impairment, will be $6,124 per year. |
Business_Segments
Business Segments | 12 Months Ended | |||||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||
Business Segments | ' | |||||||||||||||||||||
NOTE 17 – BUSINESS SEGMENTS | ||||||||||||||||||||||
We identify our reportable segments based on our management structure, financial data and market. We have identified two business segments: Personal Care Services and Medical Device Manufacturing. | ||||||||||||||||||||||
Our Personal Care Service segment consists of the services of Angels of Mercy, Inc. This segment provides non-medical, Personal Care Attendant (PCA) services, Supervised Independent Living (SIL), Long-Term Senior Care, and other approved programs performed by a trained caregiver that will meet the health service needs of beneficiaries whose disabilities preclude the performance of certain independent living skills related to the activities of daily living (ADL). | ||||||||||||||||||||||
Our Medical Device Manufacturing segment consists of the products of Dotolo Research Corporation. This segment designs, develops, manufactures and distributes the Toxygen hardware system with disposable speculums and medical grade tubing. | ||||||||||||||||||||||
The accounting policies of the segments are the same as those described, or referred to, in Note 2 - Summary of Significant Accounting Policies. Assets and related depreciation expense in the column labeled “Corporate Overhead” pertain to capital assets maintained at the corporate level. Segment loss from operations in the “Corporate Overhead” column contains corporate related expenses not allocable to the operating segments. Intercompany transactions between operating segments were immaterial in all periods presented. | ||||||||||||||||||||||
Below are the segment assets for the periods presented. | ||||||||||||||||||||||
As of August 31, 2013 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
ASSETS | ||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||
Cash and cash equivalents | $ | 41,985 | $ | (2,753 | ) | $ | 224 | $ | 39,456 | |||||||||||||
Accounts receivable (net of allowance of $3,000) | 104,544 | 3,775 | — | 108,319 | ||||||||||||||||||
Inventory | — | 31,271 | — | 31,271 | ||||||||||||||||||
Prepaid expenses and other current assets | 7,851 | 30,050 | 1,275 | 39,176 | ||||||||||||||||||
Total current assets | 154,380 | 62,343 | 1,499 | 218,222 | ||||||||||||||||||
Property and equipment (net of accumulated depreciation) | 55,950 | 21,461 | 1,122 | 78,533 | ||||||||||||||||||
Deposits and other assets | — | 10,050 | — | 10,050 | ||||||||||||||||||
Goodwill | 478,721 | 1,217,704 | — | 1,696,425 | ||||||||||||||||||
Patents, registrations (net of amortization) | — | 30,620 | — | 30,620 | ||||||||||||||||||
Total assets | $ | 689,051 | $ | 1,342,178 | $ | 2,621 | $ | 2,033,850 | ||||||||||||||
As of August 31, 2012 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
ASSETS | ||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 25 | $ | 1,906 | $ | 1,931 | ||||||||||||||
Accounts receivable (net of allowance of $3,000) | — | — | — | — | ||||||||||||||||||
Inventory | — | — | — | — | ||||||||||||||||||
Prepaid expenses and other current assets | — | — | 2,993 | 2,993 | ||||||||||||||||||
Total current assets | — | 25 | 4,899 | 4,924 | ||||||||||||||||||
Property and equipment (net of accumulated depreciation) | — | — | 1,481 | 1,481 | ||||||||||||||||||
Deposits and other assets | — | — | — | — | ||||||||||||||||||
Goodwill | — | — | — | — | ||||||||||||||||||
Patents, registrations (net of amortization) | — | — | — | — | ||||||||||||||||||
Total assets | $ | — | $ | 25 | $ | 6,380 | $ | 6,405 | ||||||||||||||
Below are the statements of operations for the reporting periods presented. | ||||||||||||||||||||||
For the Year Ended August 31, 2013 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
Revenues | $ | 215,248 | $ | 28,998 | $ | — | $ | 244,246 | ||||||||||||||
Cost of revenues | 156,708 | 38,991 | — | 195,699 | ||||||||||||||||||
Gross profit | 58,540 | (9,993 | ) | — | 48,547 | |||||||||||||||||
Operating expenses: | ||||||||||||||||||||||
General and administrative | 48,439 | 49,575 | 231,653 | 329,667 | ||||||||||||||||||
Depreciation and amortization | 1,049 | 4,048 | 358 | 5,455 | ||||||||||||||||||
Total operating expenses | 49,488 | 53,623 | 232,011 | 335,122 | ||||||||||||||||||
Loss from operations | 9,052 | (63,616 | ) | (232,011 | ) | (286,575 | ) | |||||||||||||||
Other income (expense): | ||||||||||||||||||||||
Interest and finance charges | (10,000 | ) | (1,877 | ) | (22,304 | ) | (34,181 | ) | ||||||||||||||
Interest and finance charges - related parties | — | — | (152,087 | ) | (152,087 | ) | ||||||||||||||||
Loss on conversion of notes payable - related parties | — | — | (10,242 | ) | (10,242 | ) | ||||||||||||||||
Induced conversion expense | — | — | — | — | ||||||||||||||||||
Loss on disposal of assets | — | — | — | — | ||||||||||||||||||
Acquisition costs | — | (173,864 | ) | (173,864 | ) | |||||||||||||||||
Other income (expenses) | — | 126 | 3,364 | 3,490 | ||||||||||||||||||
Total other income (expense) | (10,000 | ) | (1,751 | ) | (355,133 | ) | (366,884 | ) | ||||||||||||||
Loss from operations | $ | (948 | ) | $ | (65,367 | ) | $ | (587,144 | ) | $ | (653,459 | ) | ||||||||||
For the Year Ended August 31, 2012 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
— | ||||||||||||||||||||||
Cost of revenues | — | — | — | |||||||||||||||||||
Gross profit | — | — | — | — | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||
General and administrative | — | 144 | 130,625 | 130,769 | ||||||||||||||||||
Depreciation and amortization | — | — | 450 | 450 | ||||||||||||||||||
Total operating expenses | — | 144 | 131,075 | 131,219 | ||||||||||||||||||
Loss from operations | — | (144 | ) | (131,075 | ) | (131,219 | ) | |||||||||||||||
Other income (expense): | ||||||||||||||||||||||
Interest and finance charges | — | — | (10,768 | ) | (10,768 | ) | ||||||||||||||||
Interest and finance charges - related parties | — | — | (25,312 | ) | (25,312 | ) | ||||||||||||||||
Loss on conversion of notes payable - related parties | — | — | (92,758 | ) | (92,758 | ) | ||||||||||||||||
Induced conversion expense | — | — | (25,402 | ) | (25,402 | ) | ||||||||||||||||
Loss on disposal of assets | — | — | (110 | ) | (110 | ) | ||||||||||||||||
Acquisition costs | — | — | — | |||||||||||||||||||
Other income (expenses) | — | — | — | — | ||||||||||||||||||
Total other income (expense) | — | — | (154,350 | ) | (154,350 | ) | ||||||||||||||||
Loss from operations | $ | — | $ | (144 | ) | $ | (285,425 | ) | $ | (285,569 | ) | |||||||||||
Restated_Statement_of_Cash_Flo
Restated Statement of Cash Flows | 12 Months Ended | ||||||||||||
Aug. 31, 2013 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||
Restated Statement of Cash Flows | ' | ||||||||||||
NOTE 18 – RESTATED STATEMENT OF CASH FLOWS | |||||||||||||
For the Years Ended | |||||||||||||
August 31, | August 31, | ||||||||||||
2013 | 2013 | ||||||||||||
(Restated) | (As Filed) | ||||||||||||
Operating activities: | |||||||||||||
Net loss | $ | (653,459 | ) | $ | (653,617 | ) | Change due to elimination of goodwill amortization. | ||||||
Adjustments to reconcile net loss to net cash used | |||||||||||||
in operating activities: | |||||||||||||
Depreciation and amortization | 5,456 | 5,614 | Change due to elimination of goodwill amortization. | ||||||||||
Loss on disposal of property and equipment | — | — | |||||||||||
Amortization of discount on notes payable and warrants | — | — | |||||||||||
Loss on conversion of notes payable - related parties | 10,241 | 10,241 | |||||||||||
Induced conversion expense notes payable | — | — | |||||||||||
Issuance of stock and warrants for fees | 145,406 | 145,406 | |||||||||||
Issuance of note for fees | 65,000 | — | Reclassification of note issued for payment of fees related to Angels acquisition to correct actual cash paid. | ||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | 4,031 | 124,511 | Adjusted to correct actual cash received. | ||||||||||
Prepaid expenses and other current assets | 9,566 | 9,566 | Adjusted to correct actual cash received. | ||||||||||
Inventory | 69,610 | 69,611 | |||||||||||
Deposits and other assets | — | — | |||||||||||
Accounts payable and other accrued expenses | 206,591 | 404,540 | |||||||||||
Accrued interest payable - related parties | 17,090 | 6,831 | Adjusted to reflect portion of related party accrued interest as part of Dotolo Acquisition | ||||||||||
Accrued interest payable | 14,651 | 24,394 | Adjusted to reflect portion of accrued interest as part of Dotolo Acquisition | ||||||||||
Net cash used in operating activities | (105,817 | ) | 147,097 | ||||||||||
Investing activities: | |||||||||||||
Purchase of property and equipment | — | — | |||||||||||
Acquisition of Dotolo subsidiary | 1,653 | (195,781 | ) | Amounts changed to reflect the cash received in the acquisition | |||||||||
Acquisition of Angels subsidiary | (72,879 | ) | (128,359 | ) | Amounts changed to properly reflect the actual cash outlay for the acquisition. | ||||||||
Net cash used in investing activities | (71,226 | ) | (324,140 | ) | |||||||||
Financing activities: | |||||||||||||
Proceeds from issuance of convertible notes | |||||||||||||
payable - related parties | — | — | |||||||||||
Proceeds from issuance of notes payable - related parties | 33,361 | 33,361 | |||||||||||
Proceeds from issuance of notes payable | 120,000 | 120,000 | |||||||||||
Proceeds from the issuance of common stock | 106,000 | 106,000 | |||||||||||
Repayment of notes payable | (25,917 | ) | (25,917 | ) | |||||||||
Repayment of notes payable - related parties | (18,876 | ) | (18,876 | ) | |||||||||
Repayment of convertible notes payable - related parties | — | — | |||||||||||
Net cash provided by financing activities | 214,568 | 214,568 | |||||||||||
Net increase (decrease) in cash and cash equivalents | 37,525 | 37,525 | |||||||||||
Cash and cash equivalents, beginning of period | 1,931 | 1,931 | |||||||||||
Cash and cash equivalents, end of period | $ | 39,456 | $ | 39,456 |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 19 - SUBSEQUENT EVENTS | |
On September 11, 2013, the Company entered into a two month consulting contract with an unrelated party to provide investor relations services. The company issued 1,000,000 shares of its common stock from its 2013 Omnibus Incentive Plan as payment for these services. | |
On September 16, 2013, the Company obtained a merchant loan in the amount of $80,000. The merchant loan bears interest at a rate of 15% and calls for 130 daily payments of $861. Out of the net proceeds, the company also paid $20,000 in broker fees. | |
On October 1, 2013, the Company borrowed 10,000 in principal from an unrelated investor. The note is due January 2, 2014 and bears interest at 22%. Monthly interest payments of $183.33 are due on the first of each month beginning on November 1, 2013 with the final payment of principal and interest due on January 2, 2014. | |
On October 1, 2013, the Board of Directors amended Michael Kramarz’s employment to increase his annual salary to $80,000 per annum. | |
On October 2, 2013, the Company entered into a securities transfer agreement with an accredited investor as well as a current convertible note holder. The agreement called for the accredited investor to purchase $25,000 of the current convertible note holder note. The Company issued to the accredited investor a convertible promissory note bearing interest at 8% and convertible into shares of the Company’s common stock using a three-day average of the lowest closing bid prices for the twenty trading days immediately preceding the conversion date. On October 3, 2013, the Company issued 4,000,000 shares as partial conversion of the $25,000 note. In addition, the Company entered into a one year convertible promissory note in principal amount of $25,000. The note bears interest at 8% per annum and contains the same conversion terms as the previously stated note. The note may not be converted prior to December 31, 2013. | |
On November 1, 2013, the Company entered into a Settlement Agreement with its former legal counsel. The current balance owed to prior counsel is $145,523. Pursuant to the settlement agreement, the Company agreed to pay $50,000 in the form of a one year promissory note and transfer its 90% ownership interest and all marketing rights of Oncologix Corporation, one of its subsidiaries as full settlement of the current balance owed. The promissory note bears interest of 4% and requires monthly payment of $4,257 beginning on December 1, 2013. | |
On November 5, 2013 and November 8, 2013, the Company entered into two, one-year promissory notes with accredited investors to borrow a total principal amount of $20,000. Each promissory note is $10,000 in principal balance, bears interest at 18% and requires monthly interest payments of $150 each. The company also issued 3,000,000 in cashless warrants as finder’s fees for these funds. | |
On December 3, 2013, The Company entered into a eighteen month promissory note with an accredited investor to borrow a total principal amount of $75,000. The note bears interest of 18% per annum and calls for monthly payments of principal and interest of $4,785.44 beginning on January 15, 2014. The Company also issued as additional finders’ fees to the investor, 3,500,000 shares of common stock and 1,000,000 cashless warrants with an exercise price of $.025. | |
On December 10, 2013, the Company acquired the assets of Amian Health Services., a leader in the Personal Care Attendant (PCA) healthcare services industry for Veterans and Private Pay clients located in Louisiana. Operating in the same regions as AOM, we plan on merging these activities with AOM thereby gaining synchronicities. We paid $75,000 down and issued a note for $25,000 to be paid over one year. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
BASIS OF PRESENTATION | ' | ||||||||
BASIS OF PRESENTATION | |||||||||
In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Interim results are not necessarily indicative of results for a full year. | |||||||||
CONSOLIDATION | ' | ||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||
The consolidated financial statements for the fiscal years ended August 31, 2013 and 2012 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation, Angels of Mercy, Inc., Oncologix Corporation (90% Owned), Interpretel Inc., Telplex International and International Environment Corporation collectively the Company. Dotolo Research Corporation is a Florida Corporation. Angels of Mercy, Inc. is a Louisiana Corporation. Oncologix Corporation is a Nevada corporation. Interpretel Inc., Telplex International and International Environment Corporation are inactive corporations. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
USE OF ESTIMATES | ' | ||||||||
USE OF ESTIMATES | |||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
REVENUE RECOGNITION | ' | ||||||||
REVENUE RECOGNITION | |||||||||
Revenue is recognized by the Company in accordance with Accounting Standards Codification Topic (“ASC”) 605. Accordingly, revenue is recognized when all the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the seller’s price to the buyer is fixed and determinable; and collectability is reasonably assured. Currently, the primary revenue for the Company is derived from its sales in its Personal Care Services Segment. | |||||||||
AOM is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration (HCFA), the Department of Social Services and based upon a detailed Case Management, Plan of Care for each beneficiary. A unit of service for PCA services will be one-half hour. At least fifteen (15) minutes of service must be provided to the individual in order for AOM to bill for a unit of service. A maximum of 1,825 hours (3,650 half-hour units) per beneficiary, per year can be billed under the Medicaid waiver program. Our only customer is the State of Louisiana who reimburses us for the services we provide. We currently experience a two percent claims rejection rate. | |||||||||
CASH AND CASH EQUIVALENTS | ' | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||
The Company considers all highly liquid instruments, with an initial maturity of three (3) months or less to be cash equivalents. | |||||||||
ACCOUNTS RECEIVABLE | ' | ||||||||
ACCOUNTS RECEIVABLE | |||||||||
The Company’s receivables in its medical device segment are subject to credit risk, and the Company typically does not require collateral on its accounts receivable. Receivables are generally due within 30 days. The Company maintains an allowance for uncollectable receivables that reduces the receivables to amounts that are expected to be collected. | |||||||||
The Company’s receivables in its personal care segment are generally repaid in 14 days on average. We bill the State of Louisiana on a weekly basis and are reimbursed two weeks later via electronic funds transfer. We are able to resubmit any rejected claims an additional two times to the state for payment within the next twelve months. Currently we do not maintain an allowance for uncollectible receivables as we analyze our claim rejection rate and make significant changes to prior company policies regarding rejected claims. Upon final rejection, these receivables are written off to bad debt expense. | |||||||||
INVENTORY | ' | ||||||||
INVENTORY | |||||||||
Inventories are stated at costs and are held on a first-in, first-out basis. | |||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the related assets as follows: | |||||||||
Furniture and fixtures | 5 to 10 years | ||||||||
Computer equipment | 5 years | ||||||||
Equipment | 5 to 10 years | ||||||||
Software | 3 to 5 years | ||||||||
The cost of maintenance and repairs is charged to expense in the period incurred. Expenditures that increase the useful lives of assets are capitalized and depreciated over the remaining useful lives of the assets. When items are retired or disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. | |||||||||
LONG-LIVED ASSETS | ' | ||||||||
LONG-LIVED ASSETS | |||||||||
ASC 360 – Property, Plant and Equipment addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets, should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulatory agency; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | |||||||||
An estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets is used in assessing recoverability. Impairment loss is measured by the amount which the carrying amount of the asset(s) exceeds the fair value of the asset(s). The Company primarily employs two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties or (ii) the present value of estimated expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows. | |||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||
The Company adopted Accounting Standards Update 2011-08 “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”) in the fourth quarter of fiscal 2013 due to its recent acquisition of Dotolo Research Corporation. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely that not that the fair value of a reporting unit is less than its carrying amount. | |||||||||
Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired. Other intangible assets are deemed to have indefinite lives and are not amortized but are subject to annual impairment tests. | |||||||||
The Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo Research Corporation and Goodwill in Angels of Mercy, Inc., based on estimates of future royalty payments that are avoided through its ownership of the intangibles and patents, discounted to their present value. In determining the estimated fair value of the intangibles and patents, management considers current and projected future levels of revenue based on its plans for Dotolo, business trends, prospects and market and economic conditions. See Note 4 – Acquisitions for further information on the acquisition of Dotolo. | |||||||||
NONCONTROLLING INTEREST | ' | ||||||||
NONCONTROLLING INTEREST | |||||||||
ASC 810 - Consolidation addresses the accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. During fiscal 2009, the Company issued a ten percent interest in its subsidiary, Oncologix Corporation, to IUTM as required in a technology agreement. The Company valued this interest at $212. Through August 31, 2013, the Company has allocated $3,701 losses to its non-controlling interest. The Company has adopted ASC 810 to account for this non-controlling interest. | |||||||||
ADVERTISING COSTS | ' | ||||||||
ADVERTISING COSTS | |||||||||
Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for fiscal 2013 and fiscal 2012. Such costs are expensed when incurred. | |||||||||
INCOME TAXES | ' | ||||||||
INCOME TAXES | |||||||||
The Company adopted the provisions of FASB ASC 740 - Income Taxes provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Income taxes are determined using the asset and liability method. This method gives consideration to the future tax consequences associated with temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. | |||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable, accrued expenses, and notes payable approximate fair value. | |||||||||
STOCK-BASED COMPENSATION | ' | ||||||||
STOCK-BASED COMPENSATION | |||||||||
The Company has a stock-based compensation plan, which is described more fully in Note 8. The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. The fair value of all awards is amortized on a straight-line basis over the vesting periods. The expected term of awards granted represent the period of time they are expected to be outstanding. The Company determines the expected term based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules. The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of its common stock. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. If actual results differ significantly from estimates, stock-based compensation could be impacted. | |||||||||
CONVERTIBLE DEBT | ' | ||||||||
CONVERTIBLE DEBT | |||||||||
Interest on convertible debt is calculated using the simple interest method. The company recognizes a beneficial conversion feature to the extent the conversion price is less than the closing stock price on the issuance of the convertible notes. The Company also follows ASC 470-50 and ASC 470-20 regarding changes in the terms of the convertible notes and the induced conversion of its convertible debt. | |||||||||
RECLASSIFICATIONS | ' | ||||||||
RECLASSIFICATIONS | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||
STOCK INCENTIVE PLANS | ' | ||||||||
STOCK INCENTIVE PLANS | |||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||
Share based payment compensation costs for equity-based awards are measured on the grant date based on the fair value of the award on that date and is recognized over the required service period. Fair value of stock option awards are estimated using the Black-Scholes model. Fair value of restricted stock awards is based upon the quoted market price of the common stock on the date of grant. | |||||||||
NET LOSS PER COMMON SHARE | ' | ||||||||
NET LOSS PER COMMON SHARE | |||||||||
Basic earnings (loss) per share is calculated under the provisions of ASC 260 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the period plus the dilutive effect of common stock purchase warrants and stock options using the treasury stock method and the dilutive effects of convertible notes payable and convertible preferred stock using the if-converted method. On Basic and diluted earnings per share for the two years ended August 31, 2013 and 2012 are as follows: | |||||||||
For the Year Ended | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Net loss attributable to common shareholders | $ | (653,445 | ) | $ | (285,555 | ) | |||
Weighted average shares outstanding | 61,864,435 | 54,443,649 | |||||||
Loss per common share, basic and diluted: | $ | (0.01 | ) | $ | (0.01 | ) | |||
Due to the net losses during the fiscal 2013 and 2012, basic and diluted loss per share was the same, as the effect of potentially dilutive securities would have been anti-dilutive. Shares attributable to convertible notes, stock options, preferred stock and warrants not included the diluted loss per share calculation. Below lists all dilutive securities as of August 31, 2013 and 2012: | |||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock | 58,628,531 | 64,531 | |||||||
Convertible notes payable | 1,383,459 | 1,383,459 | |||||||
Options | 242,085 | 297,085 | |||||||
Warrants | 7,000,000 | — | |||||||
Total potentially dilutive securities | 67,254,075 | 1,745,075 | |||||||
SEGMENT INFORMATION | ' | ||||||||
SEGMENT INFORMATION | |||||||||
ASC 280-10 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief decision maker in deciding how to allocate resources and in assessing performance. The Company currently has two business segments; medical device manufacturing and personal care services. | |||||||||
RECENT ACCOUNTING PRONOUNCEMENTS | ' | ||||||||
RECENT ACCOUNTING PRONOUNCEMENTS | |||||||||
We have evaluated all Accounting Standards Updates through the date the financial statements were issued and do not believe any will have a material impact. | |||||||||
New Accounting Standard | |||||||||
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under the amendments in ASU 2012-02, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless it determines that it is more likely than not that the fair value of the asset is less than its carrying amount. An entity also will have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. ASU 2012-02 is effective for interim and annual indefinite-lived intangible asset impairment tests performed for fiscal years beginning on or after September 15, 2012, with early adoption permitted. The Company’s adoption of ASU 2012-02 is not expected to have an impact on its consolidated financial statements. | |||||||||
NEW ACCOUNTING STANDARD | ' | ||||||||
NEW ACCOUNTING STANDARD | |||||||||
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under the amendments in ASU 2012-02, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless it determines that it is more likely than not that the fair value of the asset is less than its carrying amount. An entity also will have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. ASU 2012-02 is effective for interim and annual indefinite-lived intangible asset impairment tests performed for fiscal years beginning on or after September 15, 2012, with early adoption permitted. The Company’s adoption of ASU 2012-02 is not expected to have an impact on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Furniture and fixtures | 5 to 10 years | ||||||||
Computer equipment | 5 years | ||||||||
Equipment | 5 to 10 years | ||||||||
Software | 3 to 5 years | ||||||||
Net Loss Per Common Share | ' | ||||||||
For the Year Ended | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Net loss attributable to common shareholders | $ | (653,445 | ) | $ | (285,555 | ) | |||
Weighted average shares outstanding | 61,864,435 | 54,443,649 | |||||||
Loss per common share, basic and diluted: | $ | (0.01 | ) | $ | (0.01 | ) | |||
Dilutive Securities | ' | ||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock | 58,628,531 | 64,531 | |||||||
Convertible notes payable | 1,383,459 | 1,383,459 | |||||||
Options | 242,085 | 297,085 | |||||||
Warrants | 7,000,000 | — | |||||||
Total potentially dilutive securities | 67,254,075 | 1,745,075 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Dotolo Research Corporation | ' | ||||
Cash and cash equivalents | $ | 1,653 | |||
Accounts receivable (net) | 769 | ||||
Inventory | 100,881 | ||||
Prepaid expenses and other current assets | 31,750 | ||||
Property and equipment | 22,957 | ||||
Deposits and other assets | 10,050 | ||||
Purchased goodwill | 1,217,704 | ||||
Patents, registrations | 33,172 | ||||
Total assets acquired | $ | 1,418,936 | |||
Accounts payable and other accrued expenses | $ | 507,589 | |||
Customer deposits | $ | 78,807 | |||
Notes payable | 177,763 | ||||
Notes payable - related parties | 58,600 | ||||
Accrued interest payable | 9,743 | ||||
Accrued interest payable - related parties | 794 | ||||
Total liabilities assumed | $ | 833,296 | |||
Angels of Mercy, Inc. | ' | ||||
Cash and cash equivalents | $ | 27,121 | |||
Accounts receivable (net) | 111,581 | ||||
Prepaid expenses and other current assets | 7,851 | ||||
Property and equipment | 57,000 | ||||
Purchased goodwill | 478,721 | ||||
Total assets acquired | $ | 682,274 | |||
Accounts payable and other accrued expenses | $ | 9,688 | |||
Total liabilities assumed | $ | 9,688 |
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||
Aug. 31, 2013 | |||||||
Leases Tables | ' | ||||||
Leases | ' | ||||||
2014 | $ | 30,800 | |||||
2015 | 33,600 | ||||||
2016 | 33,600 | ||||||
2017 | 33,600 | ||||||
2018 | 33,600 | ||||||
Totals | $ | 165,200 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Payables and Accruals [Abstract] | ' | |||||||||
Convertible Notes Payable | ' | |||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
8.0% convertible notes due August 31, 2014 | $ | 125,000 | $ | 125,000 | ||||||
Total unsecured convertible notes payable | 125,000 | 125,000 | ||||||||
Less: Current portion | (125,000 | ) | — | |||||||
Long-term portion | $ | — | $ | 125,000 | ||||||
Future minimum payments of Convertible Notes Payable | ' | |||||||||
Fiscal Year Ending August 31, | Convertible Notes Payable | |||||||||
2014 | $125,000 | |||||||||
Convertible Related Party Notes Payable | ' | |||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
6.0% convertible note due September 2013 (1) | $ | 235,025 | $ | 235,025 | ||||||
Total unsecured related party convertible notes payable | 235,025 | 235,025 | ||||||||
Less: Current portion | (235,025 | ) | — | |||||||
Long-term portion | $ | — | $ | 235,025 | ||||||
(1) Note payable to former CEO who resigned 4/1/09 and still remains a director of our subsidiary. | ||||||||||
Related Party Notes Payable | ' | |||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
6.0% note due November 2013 (1) | $ | 4,600 | ||||||||
6.0% line of credit (2) | 51,600 | |||||||||
— | ||||||||||
Outstanding unsecured related party notes payable | $ | 56,200 | $ | — | ||||||
(1) Note payable to current CEO. | ||||||||||
(2) Note payable to current CEO payable from subsidiary, Dotolo Research Corporation. No stated interest or due date | ||||||||||
Future minimum payments of Related Party Notes Payable | ' | |||||||||
Fiscal Year Ending August 31, | Related Conv. Notes Payable | |||||||||
2014 | $56,200 | |||||||||
Other Notes Payable | ' | |||||||||
August 31, | August 31, | |||||||||
2013 | 2012 | |||||||||
12% note payable due May 2014 | $ 15,000.00 | $ - | ||||||||
Note payable | 60,600.00 | |||||||||
Time payment lease due January 2014 | 3,311.00 | |||||||||
Note payable - fee reimbursement | 59,583.00 | |||||||||
18% note payable due January 2015 | 30,000.00 | |||||||||
18% note payable due January 2015 | 20,000.00 | |||||||||
18% note payable due January 2015 | 100,000.00 | |||||||||
6% note payable due August 2015 | 111,500.00 | |||||||||
6% note payable due October 2017 | 550,000.00 | |||||||||
Subtotal | 949,994 | |||||||||
Less: Current portion | (138,494) | - | ||||||||
Long-term portion | $ 811,500 | $ - | ||||||||
Future Minimum payments related conv. notes payable | ' | |||||||||
Fiscal Year Ending August 31, | Related Conv. Notes Payable | |||||||||
2014 | $203,596 | |||||||||
2015 | $344,032 | |||||||||
2016 | $87,623 | |||||||||
2017 | $314,743 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Series A Convertible Preferred Stock | ' | ||||||||||||||||||
Preferred | Number of | Weighted Avg. | |||||||||||||||||
Shares | Common Shares | Proceeds if | Per Common Sh. | ||||||||||||||||
Outstanding | Convertible | Converted | Exercise Price | ||||||||||||||||
Outstanding, August 31, 2011 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | 0.4 | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2012 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | 0.4 | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2013 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Series D Convertible Preferred Stock | ' | ||||||||||||||||||
Preferred | Number of | Weighted Avg. | |||||||||||||||||
Shares | Common Shares | Proceeds if | Per Common Sh. | ||||||||||||||||
Outstanding | Convertible | Converted | Exercise Price | ||||||||||||||||
Outstanding, August 31, 2011 | - | - | $ - | $ - | |||||||||||||||
Expired/Retired | - | - | - | $ - | |||||||||||||||
Converted | - | - | - | $ - | |||||||||||||||
Issued | - | - | - | $ - | |||||||||||||||
Outstanding, August 31, 2012 | - | - | $ - | $ - | |||||||||||||||
Expired/Retired | - | - | - | $ - | |||||||||||||||
Converted | - | - | - | $ - | |||||||||||||||
Issued | 58,564 | 58,564,000 | - | $ 80.25 | |||||||||||||||
Outstanding, August 31, 2013 | 58,564 | 58,564,000 | $ - | $ 80.25 | |||||||||||||||
Preferred Stock Converson Periods | ' | ||||||||||||||||||
Date of Conversion | Proceeds from Conversion | Further Description and Remarks | |||||||||||||||||
July-August 2004 | $487,523 | During July and August 2004, holders of 2,437,614 Units contributed $487,523 to convert 2,437,614 shares of Series A. Convertible Preferred stock into 4,875,228 shares of common stock. | |||||||||||||||||
Feb-05 | $230,393 | During February 2005, holders of 1,151,967 Units contributed $230,393 to convert 1,151,967 shares of Series A. Convertible Preferred stock into 2,303,934 shares of common stock. | |||||||||||||||||
April/June 2008 | $29,460 | During April and June 2008, holders of 147,300 Units contributed $29,460 to convert 147,300 shares of Series A. Convertible Preferred stock into 294,600 shares of common stock. | |||||||||||||||||
March/April 2010 | $6,820 | During March and April 2010, holders of 34,100 Units contributed $6,820 to convert 34,100 shares of Series A. Convertible Preferred stock into 68,200 shares of common stock. | |||||||||||||||||
Jul-11 | $0 | During July 2011, holders of 132,700 Units elected to relinquish conversion of 132,700 shares of Convertible Preferred stock as part of splitting their Units. | |||||||||||||||||
Sales of Unregistered Securities | ' | ||||||||||||||||||
Date of Sale | Proceeds from Sale | Further Description and Remarks | |||||||||||||||||
19-Oct-11 | $25,000 | On October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share. | |||||||||||||||||
26-Jan-12 | $40,000 | On January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share. | |||||||||||||||||
26-Apr-12 | $10,000 | On April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share. | |||||||||||||||||
15-Oct-12 | $20,000 | On October 15, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.02 per share. | |||||||||||||||||
6-Jan-13 | $20,000 | On January 6, 2013, the Company sold 2,000,000 shares of common stock to three non-related accredited investors at $0.01 per share. | |||||||||||||||||
8-Feb-13 | $0 | On February 8, 2013, Anthony Silverman, our former president and CEO, converted a promissory note in the amount of $10,242 in principal and interest into 1,024,164 shares of common stock at $0.01 per share. | |||||||||||||||||
June 17,2013 | $10,000 | On June 17, 2013, the Company sold 2,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share. | |||||||||||||||||
17-Jul-13 | $20,000 | On July 17, 2013, the Company sold 4,000,000 shares of common stock to an affiliated accredited investors at $0.005 per share. | |||||||||||||||||
8-Aug-13 | 36,000 | On August 8, 2013, the Company sold 6,000,000 shares of common stock to an affiliated accredited investors at $0.006 per share. | |||||||||||||||||
Warrant Activity | ' | ||||||||||||||||||
Weighted Avg. | |||||||||||||||||||
Number | Exercise Price | ||||||||||||||||||
Outstanding, August 31, 2011 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | - | - | |||||||||||||||||
Outstanding, August 31, 2012 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 7,000,000 | 0.012 | |||||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | 0.012 | |||||||||||||||||
Fair-Value of Warrants | ' | ||||||||||||||||||
Year Ended August 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Volatility | 97.2% - 97.9% | - | |||||||||||||||||
Risk free rate | 0.38 | % | 0 | % | |||||||||||||||
Expected dividends | None | None | |||||||||||||||||
Expected term (in years) | 3 to 4 years | — | |||||||||||||||||
No warrants were issued in Fiscal 2012 | |||||||||||||||||||
Exercisable outstanding warrants | ' | ||||||||||||||||||
Weighted | |||||||||||||||||||
Average | |||||||||||||||||||
Date of | Number | Exercise | Remaining | Expiration | |||||||||||||||
Grant | of Shares | Price | Exercise Life | Date | |||||||||||||||
Fourth quarter of fiscal 2013 | 7,000,000 | $ | 0.012 | 3 to 4 years | 17-Jul | ||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | ||||||||||||||||||
Stock Incentative Plan | ' | ||||||||||||||||||
Weighted Average | |||||||||||||||||||
Number of | Option Price | Exercise Price | |||||||||||||||||
Options Granted | Per Share | Per Share | |||||||||||||||||
Outstanding, August 31, 2011 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding, August 31, 2012 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | |||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Cancelled | (55,000 | ) | $1.60 - $5.16 | 2.79 | |||||||||||||||
Outstanding, August 31, 2013 | 242,085 | $0.12 - $2.00 | $ | 1.12 | |||||||||||||||
Average Intrinsic Value of Options | ' | ||||||||||||||||||
Options | Options | ||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||
Number of options | 242,085 | 242,085 | |||||||||||||||||
Aggregate intrinsic value of options | $ - | $ - | |||||||||||||||||
Weighted average remaining contractual term (years) | 1.29 | 1.29 | |||||||||||||||||
Weighted average exercise price | $ 1.12 | $ 1.12 |
Statement_of_Cash_Flows_Tables
Statement of Cash Flows (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||
Supplemental Non-cash Investing and Financing Activities | ' | ||||
For the year ended August 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
Amount | |||||
On October 31, 2012, the Company entered into a note payable agreement to finance $10,404 of directors and officer’s insurance premiums. The note bears interest at a rate of 9.27% per annum and was due in ten monthly installments of $1,085, including principal and interest, beginning on November 30, 2012. | $ | 10,404 | |||
On February 8, 2013, the Company recognized a loss on the conversion of a related party convertible note payable in the amount of $10,241. | 10,241 | ||||
On May 13, 2013 the Company issued 1,000,000 shares as additional compensation for the issuance of a one year promissory note. These shares were valued at $8,000, the closing price | 8,000 | ||||
On August 1, 2013, the Company issued 1,000,000 four year warrants as additional consideration for the purchase of Angels of Mercy, Inc. The value of these options, calculated using the Black-Scholes method were included in the purchase price of Angels of Mercy, Inc. | 22,586 | ||||
On August 5, 2013 the Company issued 6,000,000 three year warrants for finder’s fees in connection with funds raised through a stock purchase agreement. The value of these options calculated using the Black-Scholes method were recorded and interest and finance charges in our financial statements. | 137,406 | ||||
Total non-cash transactions from investing and financing activities. | $ | 188,637 | |||
For the year ended August 31, 2012, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
Amount | |||||
On October 6, 2011, the Company converted $25,403 of principal and accrued interest into 635,069 shares of its common stock. These shares were issued in October 2011. | $ | 25,403 | |||
The Company recognized induced conversion expense as a result of reducing the conversion price on non-related party notes converted during the first quarter of fiscal 2012. | 25,402 | ||||
On October 6, 2011, the Company converted $71,128 of principal and accrued interest into 1,778,193 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in October 2012. | 71,128 | ||||
The Company recognized a loss on the conversion of related party notes during the first quarter of fiscal 2012. | 70,000 | ||||
The Company recognized a discount on the $10,000 convertible promissory note issued to a related party on October 7, 2011. The discount is related to a beneficial conversion feature issued in connection with this note. | 10,000 | ||||
On October 31, 2011, the Company entered into a note payable agreement to finance $8,078 of directors and officer’s insurance premiums. The note bears interest at a rate of 8.99% per annum and was due in nine monthly installments of $932, including principal and interest, beginning on November 30, 2011. | 8,078 | ||||
On August 24, 2012, the Company converted $45,524 of principal and accrued interest into 2,276,182 shares of its common stock. This principal and interest was payable to our CEO, Anthony Silverman, a related party. The shares were issued in August 2012. | 45,524 | ||||
The Company recognized a loss on the conversion of related party notes during the fourth quarter of fiscal 2012. | 22,758 | ||||
Total non-cash transactions from investing and financing activities. | $ | 278,293 | |||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
August 31, | August 31, | ||||||||
2013 | 2012 | ||||||||
Furniture | $ | 10,388 | $ | — | |||||
Office Equipment | 10,800 | — | |||||||
Computers | 19,905 | 4,856 | |||||||
Software | 3,497 | 497 | |||||||
Leasehold improvements | 29,000 | — | |||||||
Equipment | 16,763 | 5,044 | |||||||
Total property and equipment at cost | 90,353 | 10,397 | |||||||
Less: accumulated depreciation and amortization | (11,820 | ) | (8,916 | ) | |||||
$ | 78,533 | $ | 1,481 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Uncertain Tax Positions | ' | ||||||||
For the Year Ended August 31, | |||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | — | $ | — | |||||
Decreases in tax positions for prior years | — | — | |||||||
Increase in tax positions for prior years | — | — | |||||||
Increases in tax positions for current year | — | — | |||||||
Settlements | — | — | |||||||
Lapse in statute of limitations | — | — | |||||||
Balance, end of year | $ | — | $ | — | |||||
Income Tax Benefit | ' | ||||||||
2012 | 2011 | ||||||||
Current: | $ | — | $ | — | |||||
Deferred: | |||||||||
Federal | (296,000 | ) | (612,000 | ) | |||||
State | — | — | |||||||
(296,000 | ) | (612,000 | ) | ||||||
Valuation Allowance | 296,000 | 612,000 | |||||||
$ | — | $ | — | ||||||
Statutory Income Tax Rate | ' | ||||||||
2013 | 2012 | ||||||||
Statutory tax rate | 35 | % | 35 | % | |||||
State income taxes | — | — | |||||||
Change in valuation allowance | (35.0 | )% | (35.0 | )% | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Deferred Tax Assets (Liabilities) | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Property and equipment | ($1,000 | ) | $ | — | |||||
Intangible assets | — | — | |||||||
General business credits | 140,000 | — | |||||||
Net operating loss carryforward | 9,730,000 | 10,165,000 | |||||||
9,869,000 | 10,165,000 | ||||||||
Valuation allowance | (9,869,000 | ) | (10,165,000 | ) | |||||
— | $ | — |
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | |||||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||
Business Segments | ' | |||||||||||||||||||||
As of August 31, 2013 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
ASSETS | ||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||
Cash and cash equivalents | $ | 41,985 | $ | (2,753 | ) | $ | 224 | $ | 39,456 | |||||||||||||
Accounts receivable (net of allowance of $3,000) | 104,544 | 3,775 | — | 108,319 | ||||||||||||||||||
Inventory | — | 31,271 | — | 31,271 | ||||||||||||||||||
Prepaid expenses and other current assets | 7,851 | 30,050 | 1,275 | 39,176 | ||||||||||||||||||
Total current assets | 154,380 | 62,343 | 1,499 | 218,222 | ||||||||||||||||||
Property and equipment (net of accumulated depreciation) | 55,950 | 21,461 | 1,122 | 78,533 | ||||||||||||||||||
Deposits and other assets | — | 10,050 | — | 10,050 | ||||||||||||||||||
Goodwill | 478,721 | 1,217,704 | — | 1,696,425 | ||||||||||||||||||
Patents, registrations (net of amortization) | — | 30,620 | — | 30,620 | ||||||||||||||||||
Total assets | $ | 689,051 | $ | 1,342,178 | $ | 2,621 | $ | 2,033,850 | ||||||||||||||
As of August 31, 2012 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
ASSETS | ||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 25 | $ | 1,906 | $ | 1,931 | ||||||||||||||
Accounts receivable (net of allowance of $3,000) | — | — | — | — | ||||||||||||||||||
Inventory | — | — | — | — | ||||||||||||||||||
Prepaid expenses and other current assets | — | — | 2,993 | 2,993 | ||||||||||||||||||
Total current assets | — | 25 | 4,899 | 4,924 | ||||||||||||||||||
Property and equipment (net of accumulated depreciation) | — | — | 1,481 | 1,481 | ||||||||||||||||||
Deposits and other assets | — | — | — | — | ||||||||||||||||||
Goodwill | — | — | — | — | ||||||||||||||||||
Patents, registrations (net of amortization) | — | — | — | — | ||||||||||||||||||
Total assets | $ | — | $ | 25 | $ | 6,380 | $ | 6,405 | ||||||||||||||
Below are the statements of operations for the reporting periods presented. | ||||||||||||||||||||||
For the Year Ended August 31, 2013 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
Revenues | $ | 215,248 | $ | 28,998 | $ | — | $ | 244,246 | ||||||||||||||
Cost of revenues | 156,708 | 38,991 | — | 195,699 | ||||||||||||||||||
Gross profit | 58,540 | (9,993 | ) | — | 48,547 | |||||||||||||||||
Operating expenses: | ||||||||||||||||||||||
General and administrative | 48,439 | 49,575 | 231,653 | 329,667 | ||||||||||||||||||
Depreciation and amortization | 1,049 | 4,048 | 358 | 5,455 | ||||||||||||||||||
Total operating expenses | 49,488 | 53,623 | 232,011 | 335,122 | ||||||||||||||||||
Loss from operations | 9,052 | (63,616 | ) | (232,011 | ) | (286,575 | ) | |||||||||||||||
Other income (expense): | ||||||||||||||||||||||
Interest and finance charges | (10,000 | ) | (1,877 | ) | (22,304 | ) | (34,181 | ) | ||||||||||||||
Interest and finance charges - related parties | — | — | (152,087 | ) | (152,087 | ) | ||||||||||||||||
Loss on conversion of notes payable - related parties | — | — | (10,242 | ) | (10,242 | ) | ||||||||||||||||
Induced conversion expense | — | — | — | — | ||||||||||||||||||
Loss on disposal of assets | — | — | — | — | ||||||||||||||||||
Acquisition costs | — | (173,864 | ) | (173,864 | ) | |||||||||||||||||
Other income (expenses) | — | 126 | 3,364 | 3,490 | ||||||||||||||||||
Total other income (expense) | (10,000 | ) | (1,751 | ) | (355,133 | ) | (366,884 | ) | ||||||||||||||
Loss from operations | $ | (948 | ) | $ | (65,367 | ) | $ | (587,144 | ) | $ | (653,459 | ) | ||||||||||
For the Year Ended August 31, 2012 | ||||||||||||||||||||||
Personal Care | Medical Device | Corporate | ||||||||||||||||||||
Segment | Segment | Overhead | Totals | |||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
— | ||||||||||||||||||||||
Cost of revenues | — | — | — | |||||||||||||||||||
Gross profit | — | — | — | — | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||
General and administrative | — | 144 | 130,625 | 130,769 | ||||||||||||||||||
Depreciation and amortization | — | — | 450 | 450 | ||||||||||||||||||
Total operating expenses | — | 144 | 131,075 | 131,219 | ||||||||||||||||||
Loss from operations | — | (144 | ) | (131,075 | ) | (131,219 | ) | |||||||||||||||
Other income (expense): | ||||||||||||||||||||||
Interest and finance charges | — | — | (10,768 | ) | (10,768 | ) | ||||||||||||||||
Interest and finance charges - related parties | — | — | (25,312 | ) | (25,312 | ) | ||||||||||||||||
Loss on conversion of notes payable - related parties | — | — | (92,758 | ) | (92,758 | ) | ||||||||||||||||
Induced conversion expense | — | — | (25,402 | ) | (25,402 | ) | ||||||||||||||||
Loss on disposal of assets | — | — | (110 | ) | (110 | ) | ||||||||||||||||
Acquisition costs | — | — | — | |||||||||||||||||||
Other income (expenses) | — | — | — | — | ||||||||||||||||||
Total other income (expense) | — | — | (154,350 | ) | (154,350 | ) | ||||||||||||||||
Loss from operations | $ | — | $ | (144 | ) | $ | (285,425 | ) | $ | (285,569 | ) |
Restated_Statement_of_Cash_Flo1
Restated Statement of Cash Flows (Tables) | 12 Months Ended | ||||||||||||
Aug. 31, 2013 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||
Cash Flows | ' | ||||||||||||
For the Years Ended | |||||||||||||
August 31, | August 31, | ||||||||||||
2013 | 2013 | ||||||||||||
(Restated) | (As Filed) | ||||||||||||
Operating activities: | |||||||||||||
Net loss | $ | (653,459 | ) | $ | (653,617 | ) | Change due to elimination of goodwill amortization. | ||||||
Adjustments to reconcile net loss to net cash used | |||||||||||||
in operating activities: | |||||||||||||
Depreciation and amortization | 5,456 | 5,614 | Change due to elimination of goodwill amortization. | ||||||||||
Loss on disposal of property and equipment | — | — | |||||||||||
Amortization of discount on notes payable and warrants | — | — | |||||||||||
Loss on conversion of notes payable - related parties | 10,241 | 10,241 | |||||||||||
Induced conversion expense notes payable | — | — | |||||||||||
Issuance of stock and warrants for fees | 145,406 | 145,406 | |||||||||||
Issuance of note for fees | 65,000 | — | Reclassification of note issued for payment of fees related to Angels acquisition to correct actual cash paid. | ||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | 4,031 | 124,511 | Adjusted to correct actual cash received. | ||||||||||
Prepaid expenses and other current assets | 9,566 | 9,566 | Adjusted to correct actual cash received. | ||||||||||
Inventory | 69,610 | 69,611 | |||||||||||
Deposits and other assets | — | — | |||||||||||
Accounts payable and other accrued expenses | 206,591 | 404,540 | |||||||||||
Accrued interest payable - related parties | 17,090 | 6,831 | Adjusted to reflect portion of related party accrued interest as part of Dotolo Acquisition | ||||||||||
Accrued interest payable | 14,651 | 24,394 | Adjusted to reflect portion of accrued interest as part of Dotolo Acquisition | ||||||||||
Net cash used in operating activities | (105,817 | ) | 147,097 | ||||||||||
Investing activities: | |||||||||||||
Purchase of property and equipment | — | — | |||||||||||
Acquisition of Dotolo subsidiary | 1,653 | (195,781 | ) | Amounts changed to reflect the cash received in the acquisition | |||||||||
Acquisition of Angels subsidiary | (72,879 | ) | (128,359 | ) | Amounts changed to properly reflect the actual cash outlay for the acquisition. | ||||||||
Net cash used in investing activities | (71,226 | ) | (324,140 | ) | |||||||||
Financing activities: | |||||||||||||
Proceeds from issuance of convertible notes | |||||||||||||
payable - related parties | — | — | |||||||||||
Proceeds from issuance of notes payable - related parties | 33,361 | 33,361 | |||||||||||
Proceeds from issuance of notes payable | 120,000 | 120,000 | |||||||||||
Proceeds from the issuance of common stock | 106,000 | 106,000 | |||||||||||
Repayment of notes payable | (25,917 | ) | (25,917 | ) | |||||||||
Repayment of notes payable - related parties | (18,876 | ) | (18,876 | ) | |||||||||
Repayment of convertible notes payable - related parties | — | — | |||||||||||
Net cash provided by financing activities | 214,568 | 214,568 | |||||||||||
Net increase (decrease) in cash and cash equivalents | 37,525 | 37,525 | |||||||||||
Cash and cash equivalents, beginning of period | 1,931 | 1,931 | |||||||||||
Cash and cash equivalents, end of period | $ | 39,456 | $ | 39,456 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Property and Equipment (Details) (USD$) | 12 Months Ended |
Aug. 31, 2013 | |
Y | |
Computer Equipment | ' |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 5 |
Equipment | ' |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 10 |
Software | ' |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 5 |
Furniture and Fixtures | ' |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 10 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Net Loss Per Common Share -Basic and Diluted (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Summary Of Significant Accounting Policies - Net Loss Per Common Share -Basic And Diluted Details | ' | ' |
Net loss attributable to common shareholders | ($653,445) | ($285,555) |
Weighted average shares outstanding | 61,864,435 | 54,443,649 |
Loss per common share, basic and diluted: | ($0.01) | ($0.01) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Net Loss Per Common Share - Dilutive Securities (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Description | ' | ' |
Convertible notes payable | 1,383,459 | 1,383,459 |
Options | $242,085 | $297,085 |
Warrants | 7,000,000 | ' |
Total potentially dilutive securities | 64,254,076 | 1,745,075 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Amount needed to fund operations | $1,000,000 |
Amount needed to fund overhead | 350,000 |
Amount to start operations | 250,000 |
Hardware | ' |
Amount needed to fund operations | 600,000 |
Design | ' |
Amount needed to fund operations | $400,000 |
Acquisitions_Details_Narrative
Acquisitions (Details Narrative) (USD $) | 0 Months Ended |
Mar. 22, 2013 | |
Series D Convertible Preferred Stock | ' |
Issuance of Preferred stock for acqusition, shares | 60,000 |
Fair market value | $585,640 |
Liquidation Value | $4,700,000 |
Convertible common stock, shares | '1,000 |
New Series D Convertible Preferred Stock | ' |
Issuance of Preferred stock for acqusition, shares | 58,564 |
Acquisitions_Acquisitions_Deta
Acquisitions - Acquisitions (Details) (USD $) | Aug. 31, 2013 |
Dotolo Research Corporation | ' |
Cash and cash equivalents | $1,653 |
Accounts receivable (net) | 769 |
Inventory | 100,881 |
Prepaid expenses and other current assets | 31,750 |
Property and equipment | 22,957 |
Deposits and other assets | 10,050 |
Patents, registrations | 33,172 |
Purchased Goodwill | 1,217,704 |
Total assets acquired | 1,418,936 |
Accounts payable and other accrued expenses | 507,589 |
Customer deposits | 78,807 |
Notes payable | 177,763 |
Notes payable - related parties | 58,600 |
Accrued interst payable | 9,743 |
Accrued interest payable - related parties | 794 |
Total liabilities assumed | 833,296 |
Angels of Mercy, Inc. | ' |
Cash and cash equivalents | 27,121 |
Accounts receivable (net) | 111,581 |
Prepaid expenses and other current assets | 7,851 |
Property and equipment | 57,000 |
Purchased Goodwill | 478,721 |
Total assets acquired | 682,274 |
Accounts payable and other accrued expenses | 9,688 |
Total liabilities assumed | $9,688 |
Acquisitions_Additional_Detail
Acquisitions Additional (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Acquisitions Additional Details Narrative | ' |
Proceeds Stock received during Acquisition | $650,000 |
Down payment received | 100,000 |
Promissory note for sale of stock | 550,000 |
Warrants issued | 1,000,000 |
Exercise price | $0.02 |
Broker fees | $65,000 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Property and Equipment | $90,353 | $10,397 |
Property and equipment, accumulated depreciation | -11,820 | -8,916 |
Property and equipment, net | 78,533 | 1,481 |
Furniture | ' | ' |
Property and Equipment | 10,388 | ' |
Office Equipment | ' | ' |
Property and Equipment | 10,800 | ' |
Computers | ' | ' |
Property and Equipment | 19,905 | 4,856 |
Software | ' | ' |
Property and Equipment | 3,497 | 497 |
Leasehold improvements | ' | ' |
Property and Equipment | 29,000 | ' |
Equipment | ' | ' |
Property and Equipment | $16,763 | $5,044 |
Leases_Details
Leases (Details) (USD $) | Aug. 31, 2013 |
Leases Details | ' |
2014 | $30,800 |
2015 | 33,600 |
2016 | 33,600 |
2017 | 33,600 |
2018 | 33,600 |
Totals | $165,200 |
Leases_Details_Narrative
Leases (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Leases [Abstract] | ' | ' |
Rent Expense | $15,500 | $0 |
Notes_Payable_Details
Notes Payable (Details) (Convertible Notes Payable, USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Convertible Notes Payable | ' | ' |
8.0% convertible notes due August 31, 2014 | $125,000 | $125,000 |
Total unsecured convertible notes payable | 125,000 | 125,000 |
Less: Current portion | -125,000 | ' |
Long-term portion | ' | $125,000 |
Notes_Payable_Details_1
Notes Payable (Details 1) (Convertible Related Party Notes Payable, USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Convertible Related Party Notes Payable | ' | ' |
6.0% convertible note due September 2013 | $235,025 | $235,025 |
Total unsecured convertible notes payable | 235,025 | 235,025 |
Less: Current portion | -235,025 | ' |
Long-term portion | ' | $235,025 |
Notes_Payable_Details_2
Notes Payable (Details 2) (USD $) | Aug. 31, 2013 |
Outstanding unsecured related party convertible notes payable | $56,200 |
6% note due November 2013 | ' |
Outstanding unsecured related party convertible notes payable | 4,600 |
6% line of credit | ' |
Outstanding unsecured related party convertible notes payable | $51,600 |
Notes_Payable_Details_3
Notes Payable (Details 3) (USD $) | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 |
Note payable | 12% note payable due May 2014 | Other Notes Payable | Time payment lease due January 2014 | Notes Payable - fee reimbursement | 18% note payable due January 2015 (1) | 18% note payable due January 2015 (2) | 18% note payable due January 2015 (3) | 6% note payable due August 2015 | 6% note payable due October 2017 | ||
Outstanding unsecured related party convertible notes payable | $56,200 | $949,994 | $15,000 | $60,600 | $3,311 | $59,583 | $30,000 | $20,000 | $100,000 | $111,500 | $550,000 |
Current Portion | ' | -138,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Portion | ' | $811,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Beneficial Conversion Feature | ' | ' |
Convertible Notes Payable | ' | ' |
Convertible promissory notes | 700,000 | ' |
Interest rate of notes | 8.00% | ' |
Per share common stock conversion rate | 1 | ' |
Extended convertible promissory notes due August 31, 2014 | 125,000 | ' |
Per share conversion rate of extended notes | $0.60 | ' |
Interest accrued on promissory notes | $52,575 | ' |
Notes_Payable_Details_Narrativ1
Notes Payable (Details Narrative 1) (USD $) | Aug. 31, 2013 | Aug. 23, 2013 | Feb. 08, 2013 | Apr. 01, 2009 |
Convertible Related Party Notes Payable #1 | ||||
Convertible promissory note related party | $235,025 | $45,000 | ' | $235,025 |
Interest rate of note | ' | 6.00% | ' | 6.00% |
Per share conversion rate of note | ' | $0.04 | ' | $0.20 |
Interest accrued on promissory notes | ' | 524 | ' | 62,317 |
30 day related party promissory note | ' | ' | 10,242 | ' |
Interest rate of notes | ' | ' | 6.00% | ' |
Shares converted by related party | ' | 2,276,182 | 1,024,164 | ' |
Loss on conversion of notes payable related party | ' | $22,758 | $10,242 | ' |
Notes_Payable_Details_Narrativ2
Notes Payable (Details Narrative 2) (USD $) | Aug. 31, 2013 | Apr. 26, 2013 | Mar. 08, 2013 | Nov. 23, 2012 | Oct. 11, 2012 | Sep. 14, 2012 |
NotesPayableDetailsNarrative3Abstract | ' | ' | ' | ' | ' | ' |
90 day related party promissory note | ' | $10,675 | $2,686 | $5,000 | ' | $10,000 |
30 day related party promissory note | ' | ' | ' | ' | 5,000 | ' |
Advances on related party note | 51,600 | ' | ' | ' | ' | ' |
Interest rate of notes | ' | 6.00% | 6.00% | ' | ' | ' |
Interest accrued on promissory notes | $3,053 | $223 | $71 | $39 | $5 | $242 |
Notes_Payable_Details_Narrativ3
Notes Payable (Details Narrative 3) (USD $) | 0 Months Ended | 14 Months Ended | 0 Months Ended | ||||||||||
Jul. 26, 2013 | 23-May-13 | Oct. 31, 2012 | Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Mar. 17, 2013 | Feb. 27, 2013 | Apr. 30, 2012 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | |
Dotolo Research Corporation | Angels of Mercy, Inc. | Angels of Mercy, Inc. #2 | |||||||||||
Financing Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000 | ' | ' | ' |
Note payable | 100,000 | 20,000 | 10,404 | ' | ' | ' | ' | 20,000 | 30,000 | 60,660 | 111,500 | 65,000 | 550,000 |
Interest rate of note | 18.00% | 12.00% | 9.27% | ' | ' | ' | ' | 18.00% | 18.00% | ' | 6.00% | ' | 6.00% |
Monthly installments | 1,200 | 1,867 | 1,085 | ' | ' | ' | ' | ' | ' | ' | ' | 5,417 | 9,115 |
Number of installments | ' | ' | '10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,586 | ' | ' |
Future minimum payments | $107,800 | ' | ' | $314,743 | $87,623 | $344,032 | $203,596 | ' | ' | ' | ' | ' | $205,705 |
Stockholders_Equity_Details
Stockholders Equity (Details) (Series A Convertible Preferred Stock, USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Series A Convertible Preferred Stock | ' | ' |
Number of Preferred Shares | ' | ' |
Shares Outstanding, beginning balance | 129,062 | 129,062 |
Shares Outstanding, ending balance | 129,062 | 129,062 |
Number of Common Shares Convertible | ' | ' |
Shares Outstanding, beginning balance | 64,531 | 64,531 |
Shares Outstanding, ending balance | 64,531 | 64,531 |
Proceeds if Shares Converted | ' | ' |
Amount converted, beginning balance | 25,812 | 25,812 |
Amount converted, ending balance | 25,812 | 25,812 |
Weighted Average Exercise Price Per Common Stock | ' | ' |
Shares Outstanding, beginning balance | $0.40 | $0.40 |
Sharess Outstanding, ending balance | $0.40 | $0.40 |
Stockholders_Equity_Details_1
Stockholders Equity (Details 1) (Series D Convertible Preferred Stock, USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Series D Convertible Preferred Stock | ' |
Number of Preferred Shares | ' |
Shares Outstanding, beginning balance | ' |
Shares Issued | 58,564 |
Shares Outstanding, ending balance | 58,564 |
Number of Common Shares Convertible | ' |
Shares Issued | 58,564,000 |
Shares Outstanding, ending balance | 58,564,000 |
Proceeds if Shares Converted | ' |
Amount converted, ending balance | ' |
Weighted Average Exercise Price Per Common Stock | ' |
Shares Issued | $80.25 |
Sharess Outstanding, ending balance | $80.25 |
Stockholders_Equity_Details_2
Stockholders Equity (Details 2) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Jul. 31, 2011 | Feb. 28, 2005 | Apr. 30, 2010 | Aug. 31, 2004 | Jun. 30, 2008 | |
Stockholders Equity Details 2 | ' | ' | ' | ' | ' |
Proceeds from conversions | $0 | $230,393 | $6,820 | $487,523 | $29,460 |
Series A convertible preferred stock converted | 132,700 | 1,151,967 | 34,100 | 2,437,614 | 147,300 |
Converted common stock shares | 0 | 2,303,934 | 68,200 | 4,875,228 | 294,600 |
Stockholders_Equity_Details_3
Stockholders Equity (Details 3) (USD $) | Aug. 31, 2013 | Aug. 08, 2013 | Jul. 17, 2013 | Jun. 17, 2013 | Feb. 08, 2013 | Jan. 06, 2013 | Oct. 15, 2012 | Aug. 31, 2012 | Aug. 24, 2012 | Apr. 26, 2012 | Jan. 26, 2012 | Oct. 16, 2011 | Oct. 06, 2011 | Oct. 06, 2011 |
Date sold #1 [Member] | Date sold #2 [Member] | |||||||||||||
Shares of common stock sold | 20,175,346 | 6,000,000 | 4,000,000 | 2,000,000 | 1,024,164 | 2,000,000 | 1,000,000 | ' | 2,276,182 | 250,000 | 1,000,000 | 625,000 | 1,778,193 | 635,069 |
Price per share | ' | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.02 | ' | $0.02 | $0.04 | $0.04 | $0.04 | $0.04 | $0.04 |
Proceeds from sale | 181,000 | 36,000 | 20,000 | 10,000 | 0 | 20,000 | 20,000 | ' | 0 | 10,000 | 40,000 | 25,000 | 0 | 0 |
Converted Promissory note | ' | ' | ' | ' | $10,242 | ' | ' | $235,025 | $45,524 | ' | ' | ' | $71,128 | $25,403 |
Stockholders_Equity_Details_4
Stockholders Equity (Details 4) (Option Outstanding, USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Option Outstanding | ' | ' |
Options Outstanding, beginning | 297,085 | 297,085 |
Options, granted | ' | ' |
Options, exercised | ' | ' |
Options, cancelled | -55,000 | ' |
Options Outstanding, ending | 242,085 | 297,085 |
Options price per share | ' | ' |
Price per share, lower limit | $0.12 | $0.01 |
Price per share, upper limit | $2 | $5.16 |
Price per share, cancelled, lower limit | $1.60 | ' |
Price per share, cancelled,upper limit | $5.16 | ' |
Weighted Average Exercise Price, beginning | $1.43 | $1.43 |
Weighted Average Exercise Price, granted | ' | ' |
Weighted Average Exercise Price, exercised | ' | ' |
Weighted Average Exercise Price, cancelled | $2.79 | ' |
Weighted Average Exercise Price, ending | $1.12 | $1.43 |
Stockholders_Equity_Details_5
Stockholders Equity (Details 5) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Number | |||
Options Exercisable | ' | ' | ' |
Number of options | 242,085 | ' | ' |
Weighted average remaining contractual term (years) | 1.29 | ' | ' |
Weighted average exercise price | $1.12 | ' | ' |
Option Outstanding | ' | ' | ' |
Number of options | 242,085 | 297,085 | 297,085 |
Weighted average remaining contractual term (years) | 1.29 | ' | ' |
Weighted average exercise price | $1.12 | $1.43 | $1.43 |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | 1 Months Ended |
Jan. 31, 2003 | |
Stockholders Equity Details Narrative | ' |
Series A convertible preferred stock authorized | 4,500,000 |
Series A convertible preferred stock par value | $0.00 |
Series A convertible preferred stock per share conversion to one-half share of common stock | $0 |
Series A convertible preferred stock outstanding | 129,062 |
Stockholders_Equity_Details_Na1
Stockholders Equity (Details Narrative 1) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Private Placement of Units | ' | ' |
Common stock unit | 3 | ' |
Series A preferred stock unit | 1 | ' |
Par value of Series A preferred stock | $0.00 | ' |
Total convertible units issued | 4,032,743 | ' |
Units Outstanding | ' | ' |
Underlying Series A preferred stock | 64,531 | 64,531 |
Underlying common stock | 96,797 | 96,797 |
Stockholders_Equity_Details_Na2
Stockholders Equity (Details Narrative 2) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Mar. 22, 2013 | Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2016 | Feb. 28, 2015 | Feb. 28, 2014 | |
Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | |
Series D Convertible Preferred Stock, authorized | 60,000 | ' | ' | ' | ' | ' |
Series D Convertible Preferred Stock, par value | $0.00 | ' | ' | ' | ' | ' |
Convertible common stock, shares | '1,000 | ' | ' | ' | ' | ' |
Series D Convertible Preferred Stock, liquidation value | $80.25 | ' | ' | ' | ' | ' |
Votes per share | ' | '2000 | '1600 | '1200 | '800 | '400 |
Series D Convertible Preferred Stock, issued | 58,564 | ' | ' | ' | ' | ' |
Series D Convertible Preferred Stock, fair market value | $585,640 | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_Na3
Stockholders Equity (Details Narrative 3) (USD $) | Aug. 31, 2013 | Aug. 31, 2010 | Feb. 27, 2009 |
Stockholders Equity Details Narrative 3 | ' | ' | ' |
Value of 10% IUTM noncontrolling interest | ' | ' | $212 |
Impairment loss on IUTM investment | ' | 3,186 | ' |
Cumulative net loss attributable to noncontrolling interest | $3,701 | ' | ' |
Stockholders_Equity_Warrants_D
Stockholders Equity - Warrants (Details Narrative) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 |
Minimum | Maximum | |||
Outstanding Warrants | 7,000,000 | ' | ' | ' |
Weighted Average Exercise Price | 0.012 | ' | ' | ' |
Votality | ' | ' | 97.20% | 97.90% |
Risk free rate | ' | ' | 0.38% | ' |
Expected dividends | ' | ' | ' | ' |
Exepected Term | ' | ' | '3 years | '4 years |
Stockholders_Equity_Details_Na4
Stockholders Equity (Details Narrative 4) (USD $) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 1997 | |
Stockholders Equity Details Narrative 4 | ' | ' | ' |
Shares authorized under stock option plans | 7,500,000 | 7,500,000 | ' |
Shares available under 1997 stock option plan | 4,525,000 | 4,525,000 | 4,600,000 |
Shares available under 2000 stock option plan | 6,417,418 | 6,417,418 | ' |
Share compensation expense | $0 | $0 | ' |
Stockholders_Equity_Details_Na5
Stockholders Equity (Details Narrative 5) | Aug. 31, 2013 |
Stockholders Equity Details Narrative 5 | ' |
Shares authorized under 2013 Ominbus Incentative Plan | 10,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
31-May-12 | Aug. 31, 2013 | Mar. 22, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | |
CEO | CEO | CFO | CFO | |||
Company expense related party agrement | $72,870 | $50,300 | ' | ' | ' | ' |
Officer's Salary | ' | ' | 120,000 | ' | 58,000 | ' |
Benefits | ' | ' | 1,100 | ' | 500 | ' |
Accrued Officer's Salary | ' | ' | ' | $58,750 | ' | $32,416 |
Joint_Ventures_Details_Narrati
Joint Ventures (Details Narrative) (USD $) | 0 Months Ended | |
Nov. 01, 2013 | Feb. 27, 2009 | |
JointVenturesDetailsNarrativeAbstract | ' | ' |
Equity interest in IUTM | ' | 10.00% |
IUTM assumption of company debt | ' | $82,000 |
Debt reduction | $90,000 | ' |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes - Uncertain Tax Positions (Details) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Tax Provision | ' |
Income_Taxes_Income_Tax_Benefi
Income Taxes - Income Tax Benefit (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Current: | ' | ' |
Deferred: | ' | ' |
Federal | -296,000 | -612,000 |
State | ' | ' |
Income Tax Benefit. gross | -296,000 | -612,000 |
Less : Valuation Allowance | 296,000 | 612,000 |
Income Tax Benefit, net | ' | ' |
Income_Taxes_Statutory_Income_
Income Taxes - Statutory Income Tax Rate (Details) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Statutory tax rate | 35.00% | 35.00% |
State income taxes | ' | ' |
Change in valuation allowance | -35.00% | -35.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets (Liabilities) (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Deferred tax assets (liabilities): | ' | ' |
Property and equipment | ($1,000) | ' |
Intangible assets | ' | ' |
General business credits | 140,000 | ' |
Net operating loss carryforward | 9,730,000 | 10,165,000 |
Deferred Tax Asset, Gross | 9,869,000 | 10,165,000 |
Valuation allowance | -9,869,000 | -10,165,000 |
Deferred Tax Asset, Net | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Valuation Allowance | $9,869,000 | $10,165,000 |
Valuation Allowance Current Year | $296,000 | $612,000 |
Statement_of_Cash_Flows_Detail
Statement of Cash Flows (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Statement Of Cash Flows Details 1 | ' | ' |
Conversion of 635,069 shares of common stock | ' | $25,403 |
Conversion expense nonrelated party notes | ' | 25,402 |
Conversion of 1,778,193 shares of related party common stock | ' | 71,128 |
Loss on related party conversion of note payable | ' | 70,000 |
Discount on $10,000 related party promissory note | ' | 10,000 |
Director and officer insurance premium note payable | ' | 8,078 |
Conversion of 2,276,182 shares of common stock | ' | 45,524 |
Director and officer insurance premium note payable | 10,404 | ' |
Additional Compensation | 8,000 | ' |
Consideration for Acquisition | 22,586 | ' |
Conversion loss related party notes | 10,241 | 22,758 |
Warrants issued for finder's fee | 137,406 | ' |
Total noncash transactions from investing and financing activities | $188,637 | $278,293 |
Inventory_Details_Narrative
Inventory (Details Narrative) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Inventory | $31,271 | ' |
Goodwill_Patents_and_Other_Int1
Goodwill, Patents and Other Intangible Assets (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Patents and Registrations | $122,479 |
Accumulated Amortization | 91,859 |
Amortization Expense | $6,124 |
Business_Segments_Balance_Shee
Business Segments - Balance Sheet(Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Cash and cash equivalents | $39,456 | $1,931 | $11,067 |
Accounts receivable | 108,319 | ' | ' |
Inventory | 31,271 | ' | ' |
Prepaid expenses and other current assets | 39,176 | 2,993 | ' |
Total current assets | 218,222 | 4,924 | ' |
Property and equipment | 78,533 | 1,481 | ' |
Deposits and other assets | 10,050 | ' | ' |
Goodwill | 1,696,425 | ' | ' |
Patents, registrations | 30,620 | ' | ' |
Total assets | 2,033,850 | 6,405 | ' |
Personal Care Services | ' | ' | ' |
Cash and cash equivalents | 41,985 | ' | ' |
Accounts receivable | 104,544 | ' | ' |
Inventory | ' | ' | ' |
Prepaid expenses and other current assets | 7,851 | ' | ' |
Total current assets | 154,380 | ' | ' |
Property and equipment | 55,950 | ' | ' |
Deposits and other assets | ' | ' | ' |
Goodwill | 478,721 | ' | ' |
Patents, registrations | ' | ' | ' |
Total assets | 689,051 | ' | ' |
Medical Device Manufacturing | ' | ' | ' |
Cash and cash equivalents | -2,753 | 25 | ' |
Accounts receivable | 3,775 | ' | ' |
Inventory | 31,271 | ' | ' |
Prepaid expenses and other current assets | 30,050 | ' | ' |
Total current assets | 62,343 | 25 | ' |
Property and equipment | 21,461 | ' | ' |
Deposits and other assets | 10,050 | ' | ' |
Goodwill | 1,217,704 | ' | ' |
Patents, registrations | 30,620 | ' | ' |
Total assets | 1,342,178 | 25 | ' |
Corporate Overhead | ' | ' | ' |
Cash and cash equivalents | 224 | 1,906 | ' |
Accounts receivable | ' | ' | ' |
Inventory | ' | ' | ' |
Prepaid expenses and other current assets | 1,275 | 2,993 | ' |
Total current assets | 1,499 | 4,899 | ' |
Property and equipment | 1,122 | 1,481 | ' |
Deposits and other assets | ' | ' | ' |
Goodwill | ' | ' | ' |
Patents, registrations | ' | ' | ' |
Total assets | $2,621 | $6,380 | ' |
Business_Segments_Business_Seg
Business Segments - Business Segments (Details) (USD $) (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Revenues | $244,246 | ' |
Cost of revenues | 195,699 | ' |
Gross profit | 48,547 | ' |
Operating expenses: | ' | ' |
General and administrative | 329,667 | 130,769 |
Depreciation and amortization | 5,455 | 450 |
Total operating expenses | 335,122 | 131,219 |
Loss from operations | ' | -131,219 |
Other income (expense): | ' | ' |
Interest and finance charges | -34,181 | -10,768 |
Interest and finance charges - related parties | -152,087 | -25,312 |
Loss on conversion of notes payable - related parties | -10,242 | -92,758 |
Induced conversion expense | ' | -25,402 |
Loss on disposal of assets | ' | -110 |
Acquisition costs | -173,864 | ' |
Other income (expenses) | 3,490 | ' |
Total other income (expense) | -366,884 | -154,350 |
Loss from operations | -653,459 | -285,569 |
Personal Care Services | ' | ' |
Revenues | 215,248 | ' |
Cost of revenues | 156,708 | ' |
Gross profit | 58,540 | ' |
Operating expenses: | ' | ' |
General and administrative | 48,439 | ' |
Depreciation and amortization | 1,049 | ' |
Total operating expenses | 49,488 | ' |
Loss from operations | 9,052 | ' |
Other income (expense): | ' | ' |
Interest and finance charges | -10,000 | ' |
Interest and finance charges - related parties | ' | ' |
Loss on conversion of notes payable - related parties | ' | ' |
Induced conversion expense | ' | ' |
Loss on disposal of assets | ' | ' |
Acquisition costs | ' | ' |
Other income (expenses) | ' | ' |
Total other income (expense) | -10,000 | ' |
Loss from operations | -948 | ' |
Medical Device Manufacturing | ' | ' |
Revenues | 28,998 | ' |
Cost of revenues | 38,991 | ' |
Gross profit | -9,993 | ' |
Operating expenses: | ' | ' |
General and administrative | 49,575 | 144 |
Depreciation and amortization | 4,048 | ' |
Total operating expenses | 53,623 | 144 |
Loss from operations | -63,616 | -144 |
Other income (expense): | ' | ' |
Interest and finance charges | -1,877 | ' |
Interest and finance charges - related parties | ' | ' |
Loss on conversion of notes payable - related parties | ' | ' |
Induced conversion expense | ' | ' |
Loss on disposal of assets | ' | ' |
Other income (expenses) | 126 | ' |
Total other income (expense) | -1,751 | ' |
Loss from operations | -65,367 | -144 |
Corporate Overhead | ' | ' |
Revenues | ' | ' |
Cost of revenues | ' | ' |
Gross profit | ' | ' |
Operating expenses: | ' | ' |
General and administrative | 231,653 | 130,625 |
Depreciation and amortization | 358 | 450 |
Total operating expenses | 232,011 | 131,075 |
Loss from operations | -232,011 | -131,075 |
Other income (expense): | ' | ' |
Interest and finance charges | -22,304 | -10,768 |
Interest and finance charges - related parties | -152,087 | -25,312 |
Loss on conversion of notes payable - related parties | -10,242 | -92,758 |
Induced conversion expense | ' | -25,402 |
Loss on disposal of assets | ' | -110 |
Acquisition costs | -173,864 | ' |
Other income (expenses) | 3,364 | ' |
Total other income (expense) | -355,133 | -154,350 |
Loss from operations | ($587,144) | ($285,425) |
Cash_Flows_Details
Cash Flows (Details) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Operating activities: | ' |
Net loss | ($653,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Depreciation and amortization | 5,455 |
Loss on disposal of property and equipment | ' |
Amortization of discount on notes payable and warrants | ' |
Loss on conversion of notes payable - related parties | 10,241 |
Induced conversion expense notes payable | ' |
Issuance of stock and warrant for fees | 145,406 |
Issuance of note for fees | 65,000 |
Beneficial conversion feature notes payable | ' |
Changes in operating assets and liabilities: | ' |
Accounts receivable | 124,511 |
Prepaid expenses and other current assets | 9,566 |
Inventory | 69,611 |
Deposits and other assets | ' |
Accounts payable and other accrued expenses | 404,540 |
Accrued interest payable - related parties | 6,831 |
Accrued interest payable | 24,394 |
Net cash used in operating activities | 147,097 |
Investing activities: | ' |
Purchase of property and equipment | ' |
Acquisition of Dotolo subsidiary | -195,781 |
Acquisition of Angels subsidiary | -128,359 |
Net cash used in investing activities | -324,140 |
Financing activities: | ' |
Proceeds from issuance of convertible notes payable - related parties | ' |
Proceeds from issuance of notes payable - related parties | 33,361 |
Proceeds from issuance of notes payable | 120,000 |
Proceeds from the issuance of common stock | 106,000 |
Repayment of notes payable | -25,917 |
Repayment of notes payable - related parties | -18,876 |
Repayment of convertible notes payable | ' |
Repayment of convertible notes payable - related parties | ' |
Net cash provided by financing activities | 214,568 |
Net increase (decrease) in cash and cash equivalents | 37,525 |
Cash and cash equivalents, beginning of period | 1,931 |
Cash and cash equivalents, end of period | 39,456 |
Restated | ' |
Operating activities: | ' |
Net loss | -653,617 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Depreciation and amortization | 5,614 |
Loss on disposal of property and equipment | ' |
Amortization of discount on notes payable and warrants | ' |
Loss on conversion of notes payable - related parties | 10,241 |
Issuance of stock and warrant for fees | 145,406 |
Issuance of note for fees | ' |
Changes in operating assets and liabilities: | ' |
Accounts receivable | 4,031 |
Prepaid expenses and other current assets | 9,566 |
Inventory | 69,610 |
Deposits and other assets | ' |
Accounts payable and other accrued expenses | 206,591 |
Accrued interest payable - related parties | 17,090 |
Accrued interest payable | 14,651 |
Net cash used in operating activities | -105,817 |
Investing activities: | ' |
Purchase of property and equipment | ' |
Acquisition of Dotolo subsidiary | 1,653 |
Acquisition of Angels subsidiary | -72,879 |
Net cash used in investing activities | -71,226 |
Financing activities: | ' |
Proceeds from issuance of convertible notes payable - related parties | ' |
Proceeds from issuance of notes payable - related parties | 33,361 |
Proceeds from issuance of notes payable | 120,000 |
Proceeds from the issuance of common stock | 106,000 |
Repayment of notes payable | -25,917 |
Repayment of notes payable - related parties | -18,876 |
Repayment of convertible notes payable | ' |
Repayment of convertible notes payable - related parties | ' |
Net cash provided by financing activities | 214,568 |
Net increase (decrease) in cash and cash equivalents | 37,525 |
Cash and cash equivalents, beginning of period | 1,931 |
Cash and cash equivalents, end of period | $39,456 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Event | ' |
Issuance of common stock, shares | 1,000,000 |
Salary Increase | $80,000 |
Acquisition Cost | 75,000 |
Legal counsel | 145,523 |
Merchant Loan | ' |
Loan obtained | 80,000 |
Interest rate | 15.00% |
Payments | 861 |
Broker fees | 20,000 |
Investor Loan | ' |
Loan obtained | 10,000 |
Interest rate | 22.00% |
Payments | 183 |
Promissory Note | ' |
Loan obtained | 20,000 |
Interest rate | 18.00% |
Payments | 150 |
Warrant issued | 3,000,000 |
Promissory Note-additional | ' |
Loan obtained | 75,000 |
Interest rate | 18.00% |
Payments | 4,785 |
Warrant issued | 1,000,000 |
Stock issued | $3,500,000 |