Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Nov. 19, 2014 | |
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-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | $535,695 | ' |
Entity Common Stock, Shares Outstanding | 127,546,434 | 146,365,004 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $17,504 | $39,456 |
Accounts receivable (net of allowance of $9,000) | 213,399 | 108,319 |
Inventory | 31,271 | 31,271 |
Prepaid expenses and other current assets | 9,307 | 39,176 |
Prepaid commissions and finders' fees | 3,152 | ' |
Total current assets | 274,633 | 218,222 |
Property and equipment (net of accumulated depreciation of $28,264 and $11,820) | 39,967 | 78,533 |
Deposits and other assets | 14,582 | 10,050 |
Goodwill | 1,781,779 | 1,696,425 |
Patents, registrations (net of amortization of $97,983 and $91,859) | 24,497 | 30,620 |
Total assets | 2,135,458 | 2,033,850 |
Current liabilities: | ' | ' |
Convertible notes payable (net of discount of $99,491 and $0) | 436,308 | 360,025 |
Notes payable (net of discount of $18,596 and $0) | 946,104 | 138,494 |
Notes payable - related parties | 51,600 | 56,200 |
Accounts payable and other accrued expenses | 732,934 | 895,664 |
Accrued interest payable | 148,681 | 66,969 |
Accrued interest payable - related parties | 6,342 | 65,743 |
Current portion of long term debt | 82,532 | ' |
Total current liabilities | 2,404,501 | 1,583,095 |
Long-term liabilities: | ' | ' |
Notes payable (net of current portion) | 395,675 | 811,500 |
Convertible notes payable | ' | ' |
Total long-term liabilities | 395,675 | 811,500 |
Total liabilities | 2,800,176 | 2,394,595 |
Stockholders' Deficit: | ' | ' |
Common stock, par value $.001 per share; 750,000,000 shares authorized; 134,600,152 and 74,587,422 shares issued and outstanding at August 31, 2014 and August 31, 2013, respectively | 134,600 | 74,587 |
Additional paid-in capital | 47,565,869 | 58,560,265 |
Accumulated deficit prior to reentering development stage | -48,370,395 | -58,992,296 |
Common stock subscribed | 5,000 | ' |
Noncontrolling interest | ' | -3,489 |
Total stockholders' deficit | -664,718 | -360,745 |
Total liabilities and stockholders' deficit | 2,135,458 | 2,033,850 |
Series A Preferred Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock | 129 | 129 |
Series D Preferred Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock | $79 | $59 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Allowance for doubtful accounts receivable | $9,000 | $3,000 |
Property and equipment, accumulated depreciation | 28,264 | 11,820 |
Patents and registrations,net of, amortization | 97,983 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 200,000,000 |
Common stock, shares issued | 134,600,152 | 74,587,422 |
Common stock, shares outstanding | 134,600,152 | 74,587,422 |
Convertible notes payable | ' | ' |
Notes payable, discount | 99,491 | 0 |
Notes Payable | ' | ' |
Notes payable, discount | $18,596 | $0 |
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 | 78,564 | 58,564 |
Preferred stock, shares outstanding | 78,564 | 58,564 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenues | $3,677,475 | $244,246 |
Cost of revenues | 3,063,064 | 195,699 |
Gross profit | 614,411 | 48,547 |
Operating expenses: | ' | ' |
General and administrative | 1,133,431 | 329,667 |
Research and development expense | 30,000 | ' |
Depreciation and amortization | 22,819 | 5,455 |
Total operating expenses | 1,186,250 | 335,122 |
Loss from operations | -571,839 | -286,575 |
Other income (expense): | ' | ' |
Acquisition costs | ' | -173,864 |
Interest and finance charges | -805,618 | -34,181 |
Interest and finance charges - related parties | -3,192 | -152,087 |
Loss on conversion of notes payable - related parties | -137,505 | -10,242 |
Loss on disposal of assets | -28,748 | ' |
Other income (expenses) | 139,331 | 3,490 |
Total other income (expense) | -835,732 | -366,884 |
Loss from continuing operations | -1,407,571 | -653,459 |
Discontinued operations | ' | ' |
Operating loss from discontinued operations | -36 | -14 |
Gain on disposal of discontinued operations | 95,564 | ' |
Gain from discontinued operations | 95,528 | -14 |
Less loss attributable to noncontrolling interest | ' | ' |
Net gain from discontinued operations | 95,528 | -14 |
Net loss before income taxes | -1,312,043 | -653,473 |
Income taxes | ' | ' |
Net loss attributable to common shareholders | ($1,312,043) | ($653,473) |
Gain (loss) per common share, basic and diluted: | ' | ' |
Continuing operations | ($0.01) | ($0.01) |
Discontinued operations | $0 | $0 |
Gain (loss) per common share, basic and diluted | ($0.01) | ($0.01) |
Weighted average number of shares outstanding - basic and diluted | 102,556,908 | 61,864,435 |
Consolidate_Statements_of_Chan
Consolidate 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, 2012 | $129 | ' | $57,563,258 | $57,697,233 | ($58,338,851) | ($3,475) | ' | ($587,401) |
Beginning 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 |
Stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' |
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 |
Issuance of warrants for finance charges | ' | ' | ' | 159,992 | ' | ' | ' | 159,992 |
Loss on conversion of notes payable | ' | ' | ' | 10,242 | ' | ' | ' | 10,242 |
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 | ' | -360,745 |
Ending Balance, Shares at Aug. 31, 2013 | 129,062 | 58,564 | 74,587,422 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Shares | ' | ' | 2,700,000 | ' | ' | ' | ' | ' |
Issuance of stock purchased for cash, Value | ' | ' | 2,700 | 17,300 | ' | ' | ' | 20,000 |
Issuance of stock for fees, Shares | ' | ' | 15,000,000 | ' | ' | ' | ' | ' |
Issuance of stock for fees, Value | ' | ' | 15,000 | 150,500 | ' | ' | ' | 165,500 |
Stock based compensation | ' | ' | ' | 91,163 | ' | ' | ' | 91,163 |
Issuance of preferred stock, Shares | ' | 20,000 | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock, Value | ' | 20 | ' | 149,980 | ' | ' | ' | 150,000 |
Conversion of notes payable, Shares | ' | ' | 42,312,730 | ' | ' | ' | ' | ' |
Conversion of notes payable, Value | ' | ' | 42,313 | 174,112 | ' | ' | 5,000 | 221,425 |
Beneficial conversion feature notes payable | ' | ' | ' | 140,445 | ' | ' | ' | 140,445 |
Loss on conversion of notes payable | ' | ' | ' | 137,387 | ' | ' | ' | 137,387 |
Issuance of warrants for fees and finance charges | ' | ' | ' | 82,192 | ' | ' | ' | 82,192 |
Disposition of subsidiary | ' | ' | ' | -11,937,475 | 12,029,472 | 3,489 | ' | 95,486 |
Net loss | ' | ' | ' | ' | -1,407,571 | ' | ' | -1,407,571 |
Ending Balance, Value at Aug. 31, 2014 | $129 | $79 | $74,587 | $47,565,869 | ($48,370,395) | ($3,489) | $5,000 | ($664,718) |
Ending Balance, Shares at Aug. 31, 2014 | 129,062 | 78,564 | 74,587,422 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Operating activities: | ' | ' |
Net loss | ($1,312,043) | ($653,459) |
Net gain from discontinued operations | -95,528 | ' |
Net loss from continuing operations | -1,407,571 | -653,459 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 22,819 | 5,455 |
Loss on disposal of property and equipment | 28,748 | ' |
Stock based compensation | 91,163 | ' |
Amortization of discount on notes payable and warrants | 108,325 | ' |
Loss on conversion of notes payable - related parties | 137,387 | 10,242 |
Bad debt expense | 124,231 | ' |
Non-cash interest charges | 49,093 | ' |
Issuance of debt for fees | ' | 65,000 |
Issuance of stock and warrants for fees | 397,691 | 145,406 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -229,311 | 4,031 |
Prepaid expenses and other current assets | 29,869 | 9,566 |
Prepaid commissions and finders' fees | -3,152 | ' |
Inventory | ' | 69,610 |
Deposits and other assets | -4,532 | ' |
Accounts payable and other accrued expenses | -106,466 | 206,591 |
Accrued interest payable - related parties | -59,401 | 17,090 |
Accrued interest payable | 95,637 | 14,651 |
Net operating cash flows - continuing operations | -725,470 | -105,817 |
Net operating cash flows - discontinued operations | 95,528 | ' |
Net cash used in operating activities | -629,942 | -105,817 |
Investing activities: | ' | ' |
Purchase of property and equipment | -878 | ' |
Cash acquired with Amian Health Services assets | 8,646 | ' |
Acquisition of Amian Health Services assets | -75,000 | 1,653 |
Acquisition of Angels subsidiary | ' | -72,879 |
Net cash used in investing activities | -67,232 | -71,226 |
Financing activities: | ' | ' |
Proceeds from issuance of convertible notes | 250,000 | ' |
Proceeds from issuance of notes payable - related parties | ' | 33,361 |
Proceeds from issuance of notes payable | 1,451,628 | 120,000 |
Proceeds from the issuance of common stock | 10,000 | 106,000 |
Repayment of notes payable | -1,031,806 | -25,917 |
Repayment of notes payable - related parties | -4,600 | -18,876 |
Repayment of convertible notes payable | ' | ' |
Net cash provided by financing activities | 675,222 | 214,568 |
Net increase (decrease) in cash and cash equivalents | -21,952 | 37,525 |
Cash and cash equivalents, beginning of period | 39,456 | 1,931 |
Cash and cash equivalents, end of period | 17,504 | 39,456 |
Cash paid during the year for: Interest | 79,930 | 4,822 |
Cash paid during the year for: Income Taxes | ' | ' |
Organization_and_Description_o
Organization and Description of the Company | 12 Months Ended |
Aug. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization and Description of the Company | ' |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY | |
Oncologix Tech, Inc. is a diversified medical holding company with operating segments in medical device, healthcare services and medical products and technologies. We operate and manufacture Class II medical device products, delivers Personal Healthcare Services nationally and provides Home Medical Equipment (HME) and Durabable Medical Equipment (DME) sales in licensed markets. For its clients, Oncologix provides FDA approved medical devices, State licensed healthcare services and medical product sales. For its shareholders, Oncologix operates profitable business divisions that build, maintain and nourish shareholder value. The Company’s corporate mission is to be the best small cap medical device and healthcare services holding company in North America. | |
We were originally formed in 1995 and in 2000 we changed our name to "BestNet Communications Corp." At that time we provided worldwide long distance telephone communication and teleconferencing services to commercial and residential consumers through the internet, which we disposed of in 2007 due to lack of profitability. In July 2006 we changed our business model to medical device products. In July 2006 we acquired JDA Medical Technologies, Inc. ("JDA") and merged this business into Oncologix Corporation, our wholly owned subsidiary. On January 22, 2007, we changed our name to Oncologix Tech, Inc., to reflect this new business model. Our business at this time 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. Due to a lack of funding, we suspended these development activities on December 31, 2007. On November 1, 2013, due to the development of the brachytherapy device being several years away, indication that the product could not be marketed and no guarantee of FDA approvals, it was determined that continued financial support of this product by Oncologix Corporation would cost the Company substantial capital beyond its means and the Company’s management and Board of Directors disposed of Oncologix Corporation and its Brachytherapy medical device subsidiary. Furthermore, as part of the disposal, the Company was relieved of over $90,000 in debt. | |
On March 22, 2013, we acquired all the outstanding stock of Dotolo Research Corporation (“Dotolo”), 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 sells hardware and disposable products to a customer base of over 900+ customers both domestically and internationally. The Company currently operates in a limited, but competitive environment in hydro-colonic irrigation, of which there are only four (4) companies approved by the FDA to manufacture a Class II medical device for colonic-hydro therapy. Since the acquisition, we have not had significant revenues from sales of our products, including sales to medical facilities due to a lack of operating capital needed to procure raw material inventory to currently fill customers’ orders. | |
On August 1, 2013, we acquired 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 health service 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). | |
On December 10, 2013, Angels of Mercy, Inc. acquired the assets of Amian Health Services LLC and Amian Health Services of Alex LLC, herein after referred to as “Amian”. Amian delivers health-care care-services who provide routine health and personal care support with Activities of Daily Living (ADL) to clients with physical impairments or disabilities in private homes, nursing care facilities, hospice care settings, and other residential settings. Amian holds both PCA-Medicaid Waiver Provider and Residential Rehabilitation/Supervised Independent Living (SIL), and personal care services for Veterans with licenses issued by the Division of Licensing and Certification of the Department of Social Services, Veterans Administration Social Services and the Louisiana Department of Health and Hospitals. All administrative personnel of Amian have been merged into to gain operating synergies. This company changed its name to Amian Angels, Inc. (“Amian Angels”) in August 2014. | |
On July 21, 2014 we formed Advanced Medical Products and Technologies Inc. to enter into the Durable Medical and Home Medical Equipment markets. We anticipate acquiring active companies in this area to develop our Medical Products and Technologies Segment. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
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, 2014 and 2013 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation, Amian Angels, Inc., Advanced Medical Products & Technologies Inc. Dotolo Research Corporation is a Louisiana Corporation. Angels of Mercy, Inc. is a Louisiana Corporation. Advanced Medical Products & Technologies is a Nevada corporation. 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. | |||||||||
Amian Angels is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration (HCFA), the Department of Health & Hospitals and 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 Amian Angels 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 primary payor sources is the State of Louisiana, the Department of Veterans Administration and Private Pay individuals who reimburse us for the services we provide. We currently experience a two percent claims rejection rate. With the acquisition of Amian, Amian Angels now has private pay clients as well as Veterans Administration Social Services clients. | |||||||||
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 lead time for account receivables in our Personal Care service divisions ranges from 14 to 90 days. The majority of the Company’s receivables, approximately 90%, are collected within 14 days. 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 Molina Healthcare, the EDI payment provider for payments within the next twelve months. Currently we maintain an allowance for uncollectible receivables at a rejection rate of 2% of outstanding receivables. We analyze our claim rejection rate on a quarterly basis and make quality improvements to reduce the number of rejected claims. Private pay customers are billed semi-monthly. Generally collections occur within 30 days. Veterans Administration (VA) customers are billed monthly. Generally collections occur within 45 to 60 days. Due to the recent governmental shutdown, the current lead time for payments is approximately 90 days. Upon final rejection of any resubmitted claims, the claims are resubmitted and after twelve months the receivables are written off to bad debt expense. | |||||||||
INVENTORY | |||||||||
Inventories are stated at costs and are held on a first-in, first-out basis. Currently our inventory consists primarily of miscellaneous parts. | |||||||||
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 2014 due to its recent acquisition of Dotolo Research Corporation and Angels of Mercy, Inc. 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 and these costs are subject to annual impairment tests. | |||||||||
We accounted for the acquisition of Dotolo Research Corporation and Angels of Mercy, Inc. using the acquisition method of accounting under ASC 805 and ASC 810-10-65. The purchase price was allocated first to identifiable current then fixed assets as well as liabilities assumed. We then earmarked identifiable intangibles, with the remainder to goodwill. We identified patents as our identifiable asset for Dotolo Research Corporation. Amounts allocated to Goodwill for the acquisition of Dotolo are based on expanding our product into the medical market and the potential upside of the sale with a FDA medical device product with a reimbursement code. Dotolo is one of four companies worldwide with this FSA approved medical device product. Amounts allocated to goodwill for Angels of Mercy, Inc. are based on increased clients and future revenues. | |||||||||
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. | |||||||||
Pursuant to ASC 350-20-35, we have identified three reporting units in our business, our medical device segment which consists of Dotolo Research Corporation, our personal care segment which consists of Angels of Mercy, Inc., and our medical products and technologies segment which consists of Advanced Medical Products & Technologies, Inc. We follow the two step process in ASC 350-20-35 for impairment testing. In the first step we compare the fair value of the reporting unit as a whole to its carrying value, including goodwill. For both reporting units, we have determined that the reporting units’ fair value exceeds its carrying value. We also compare the carrying value of goodwill by itself for both reporting units. | |||||||||
The following explains the results of our impairment testing. We have allocated $564,075 of goodwill to the Angels of Mercy, Inc. reporting unit. As of August 31, 2014 the fair value exceeds the carrying value of goodwill by 50%. We have allocated $1,217,704 of goodwill to the reporting unit Dotolo Research Corporation. As of August 31, 2014 the fair value exceeds the carrying value of goodwill by 38%. In calculating the valuation, we used a discounted cash flow method based on the future 5 years cash flows of each reporting unit. We used a discount rate of 8% which is currently higher that the current long term interest rate. An increase in the overall national interest rate could have a negative impact on our valuation. An additional risk is the possibility of cash flow projections falling short of our 5 year estimate amount. | |||||||||
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, 2014, the Company has allocated $3,734 losses to its non-controlling interest. With the disposition of Oncologix Corporation, the Company no longer will have to recognize a non-controlling interest in its subsidiary. | |||||||||
ADVERTISING COSTS | |||||||||
Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for fiscal 2014 and fiscal 2013. 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 9. 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 | |||||||||
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. The 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 years ended August 31, 2014 and 2013 are as follows: | |||||||||
For the year ended | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Net gain (loss) attributable to common shareholders | |||||||||
Continuing operations | $ | (1,407,571 | ) | $ | (653,459 | ) | |||
Discontinued operations | 95,528 | (14 | ) | ||||||
$ | (1,312,043 | ) | $ | (653,473 | ) | ||||
Weighted average shares outstanding | 102,556,908 | 61,864,435 | |||||||
Loss per common shares, basis and diluted | |||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | |||
Discontinued operations | 0 | (0.00 | ) | ||||||
$ | (0.01 | ) | $ | (0.01 | ) | ||||
Due to the net losses during the years ended August 31, 2014 and 2013, 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, 2014 and 2013: | |||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock…………………………………………………………. | 78,564 | 58,628,531 | |||||||
Convertible notes payable………………………………………………………………………….. | 98,383,460 | 1,383,460 | |||||||
Options……………………………………………………………………….. | 6,173,750 | 217,085 | |||||||
Warrants……………………………………………………………………….. | 30,583,333 | 7,000,000 | |||||||
Total potentially dilutive securities……………………………………………………….. | 135,219,107 | 67,229,076 | |||||||
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 Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and in assessing performance. The Company currently has three business segments; medical device manufacturing, personal care services and medical products and technologies. | |||||||||
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, 2014 | |
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 2015 and prior to achieving breakeven. | |
During the year ended August 31, 2013 we acquired Dotolo Research Corporation and Angels of Mercy, Inc. In December 2013, through Amian Angels, we also acquired the assets of Amian Health Services. While these acquisitions greatly increase the value of our Company, the combined operations of OCLG are not cash flow positive at this time. Amian Angels, as a stand-alone business unit, is currently cash flow positive but alone is unable to support all the corporate overhead or needs of our other subsidiary, Dotolo. We anticipate that we will require approximately $1,500,000 to operate through December 31, 2014. Approximately $500,000 will be required to fund corporate overhead including debt servicing with the balance to invest into raw material inventory, manufacturing and product revisions at Dotolo Research. Additional funding will allow us to meet our current sales demands and expenses of Dotolo, Amian Angels and Oncologix, while keeping our public filings current. | |
Our Company is not profitable and we have to rely on debt and equity financings to fund operations. There is no assurance that the business activities of Dotolo will achieve breakeven status by the end of 2014. Significant delays in achieving break-even 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, 2014 | |||||
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 contnued 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 any time 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 Amian Angels 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 | |||
Amian Health Services | |||||
On December 10, 2013, our subsidiary Angels of Mercy acquired the assets of Amian Health Services. Pursuant to the Agreement, the Owners sold all the assets for $100,000 represented by a down payment of $75,000 at closing and a one year Secured Promissory Note for $25,000. | |||||
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 | $ | 8,646 | |||
Property and equipment | 6,000 | ||||
Purchased goodwill | 85,354 | ||||
Total assets acquired | $ | 100,000 | |||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
NOTE 5 – DISCONTINUED OPERATIONS | |||||||||
During October 2013 the Company’s management and Board of Directors determined to dispose of Oncologix Corporation its Brachytherapy medical device subsidiary. On November 1, 2013, the company entered into a settlement agreement with Firetag, Stoss & Dowdell, PC., our former attorneys. Per the terms of the settlement agreement, we exchanged our 90% ownership and executed a $50,000 promissory note payable to Firetag in exchange for the forgiveness by Firetag of $145,522 in prior legal billings. The promissory note bears interest at 4% and requires 12 monthly payments of $4,257.49 beginning on December 1, 2013. Detailed below are the income and expenses related to these discontinued operations: | |||||||||
For the year ended | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Operating expenses: | |||||||||
General and administrative | $ | 36 | $ | 14 | |||||
Depreciation and amortization | — | — | |||||||
Total operating expenses | 36 | 14 | |||||||
Loss from operations | (36 | ) | (14 | ) | |||||
Other income (expense): | |||||||||
Total other income (expense) | — | — | |||||||
Loss from discontinued operations | (36 | ) | (14 | ) | |||||
Gain on disposal of discontinued operations | 95,564 | — | |||||||
Loss from discontinued operations | 95,528 | (14 | ) | ||||||
Less loss attributable to noncontrolling interest | — | — | |||||||
Net loss from discontinued operations | $ | 95,528 | $ | (14 | ) |
Inventory
Inventory | 12 Months Ended |
Aug. 31, 2014 | |
Inventory Disclosure [Abstract] | ' |
Inventory | ' |
NOTE 6 – INVENTORY | |
We have inventory, on hand in the amounts of $31,271 and $31,271 as of August 31, 2014 and 2013, respectively, as it relates to our medical device manufacturing segment. We do not maintain any inventory for our personal service care segment or our medical products division. Due to a lack of operating capital for procurement of raw material inventory, we have currently suspended manufacturing of our Toxygen hardware system and disposable products and have begun a product redesign to take our Toxygen product into new markets. Currently, inventory on hand is made up of miscellaneous Toxygen hardware parts. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 7 - PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is composed of the following at August 31, 2014 and 2013: | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Furniture | $ | 12,688 | $ | 10,388 | |||||
Office Equipment | 12,962 | 10,800 | |||||||
Computers | 22,321 | 19,905 | |||||||
Software | 3,497 | 3,497 | |||||||
Leasehold improvements | — | 29,000 | |||||||
Equipment | 16,763 | 16,763 | |||||||
Total property and equipment at cost | 68,231 | 90,353 | |||||||
Less: accumulated depreciation and amortization | (28,264 | ) | (11,820 | ) | |||||
$ | 39,967 | $ | 78,533 | ||||||
Leases
Leases | 12 Months Ended | ||||||
Aug. 31, 2014 | |||||||
Leases [Abstract] | ' | ||||||
Leases | ' | ||||||
NOTE 8 - LEASES | |||||||
The Company leases office space in Alexandria and Lafayette Louisiana and in Phoenix, Az. and the Alexandria office lease is on a month to month basis and the Lafayette office location is on a 5-year lease. On March 28, 2014, Dotolo Research moved from its current manufacturing location in Phoenix AZ into E&R Engineer manufacturing facilities located in Tempe, Az. Currently we hold our equipment in storage until a new facility is located. Rent expense for the year ended August 31, 2014 and 2013 were $80,329 and $15,500, respectively. Following are the minimum lease payments: | |||||||
2015 | $ | 51,312 | |||||
2016 | 51,312 | ||||||
2017 | 51,312 | ||||||
2018 | 51,312 | ||||||
2019 | 8,552 | ||||||
Totals | $ | 213,800 |
Goodwill_Patents_and_Other_Int
Goodwill, Patents and Other Intangible Assets | 12 Months Ended |
Aug. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Patents and Other Intangible Assets | ' |
NOTE 9 – GOODWILL, PATENTS AND OTHER INTANGIBLE ASSETS | |
We currently carry our patents and registrations net of amortization. As of August 31, 2014 and 2013, the Company has a capitalized cost of patents and registrations in the amount of $122,479 and accumulated amortization of 97,983. Our patents and registrations are amortized over a 20 year period. Amortization for each of the next 4 fiscal years, assuming no impairment, will be $6,124 per year. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||||
Aug. 31, 2014 | |||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||
Notes Payable | ' | ||||||||||
NOTE 10 — NOTES PAYABLE | |||||||||||
CONVERTIBLE NOTES PAYABLE: | |||||||||||
Convertible notes payable consist of the following as of August 31, 2014 and 2013: | |||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
8.0% convertible note due August 31, 2014 | $ | 100,000 | $ | 125,000 | |||||||
6.0% convertible note due September 2014 | 189,025 | 235,025 | |||||||||
12% convertible note due March 19, 2015 (net of discount) | 11,980 | ||||||||||
12% convertible note due April 8, 2015 (net of discount) | 19,863 | ||||||||||
12% convertible note due October 25, 2015 (net of discount) | 21,260 | ||||||||||
10% convertible note due February 21, 2015 (net of discount) | 90,840 | ||||||||||
12% convertible note due July 16, 2015 (net of discount) | 3,340 | ||||||||||
Total unsecured convertible notes payable | 436,308 | 360,025 | |||||||||
Less: Long-Term portion | — | — | |||||||||
Current portion | $ | 436,308 | $ | 360,025 | |||||||
The following is a summary of future minimum payments on convertible notes payable as of August | |||||||||||
31, 2014: | |||||||||||
Convertible | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | $436,308 | ||||||||||
During May and June 2007, we issued nine Convertible Promissory Notes in an aggregate principal amount of $700,000. Eight of these notes we-+re 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, where the conversion rate was reduced to $.60, and then extended to September 30, 2013. In October 2013, the investor sold $25,000 of principal in the note to another accredited investor and currently holds a note representing the remaining $100,000 in principal. At that time, the note was extended to August 31, 2014 and was further extended to February 28, 2015. We are currently working with the investor to extend the note. As of August 31, 2014, the Company has accrued interest in the amount of $60,723. | |||||||||||
On April 1, 2009, we issued to Ms. Lindstrom, our former Chief Executive Officer, 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. 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. This note is currently past due. As of August 31, 2014, the Company has accrued interest in the amount of $75,927. An outside party has entered into an assignment and settlement agreement with Ms. Lindstrom to purchase the note. In connection with this Assignment agreement, the purchaser has agreed to extend the note to December 1, 2016. During fiscal 2014, the Assignee has converted $46,000 of principal into 8,788,171 shares of stock. | |||||||||||
On October 2, 2013 we issued a convertible promissory note in the principal amount of $25,000. This promissory note bears interest at a rate of 8% per annum and is due on October 2, 2013. The note is convertible at a 45% discount of the average of the three lowest closing bid prices in the twenty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $25,000. On April 6, 2014 the holder elected to convert $17,074 in principal plus $690 in accrued interest into 5,383,007 shares of common stock at a conversion price of $.0033. In August 1, 2014 the remaining principal of $7,926 plus accrued interest of $530 was converted into 3,416,764 shares of common stock at a conversion rate of $.002475. | |||||||||||
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 at a 45% discount 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 investor converted $15,620 into 4,000,000 shares of the Company’s common stock at a rate of $.003905 per share. On December 3, 2013, the investor converted the remaining principal of $9,380 into 2,008,559 shares of the Company’s common stock at a rate of $0.00467 per share. | |||||||||||
On March 19, 2014 we issued a convertible promissory note in the principal amount of $26,500 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on March 19, 2015. The note is convertible at a 38% discount of the lowest closing bid prices in the thirty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $26,500. As of August 31, 2014, the Company has accrued interest in the amount of $958. | |||||||||||
On April 8, 2014 we issued a convertible promissory note in the principal amount of $50,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on April 8, 2015. The note is convertible at a 35% discount of the average 4 lowest closing bid prices in the twenty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $50,000. As of August 31, 2014, the Company has accrued interest in the amount of $2,384. We paid off this note on October 2, 2014. | |||||||||||
On April 25, 2014 we issued a convertible promissory note in the principal amount of $25,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on October 25, 2015. The note is convertible at a 35% discount of the average 4 lowest closing bid prices in the thirty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $25,000. As of August 31, 2014, the Company has accrued interest in the amount of $1,052. | |||||||||||
On May 21, 2014 we issued a convertible promissory note in the principal amount of $115,000 to an unrelated accredited investor. This promissory note bears interest at a rate of 10% per annum. This principal includes a 10% OID in the amount of $10,000, which is being amortized over the term of the note. The note is due in 4 equal installments beginning on the 180th day after the execution of the note. The company may make the payments in common stock. The note is convertible at a $.009 per share. As additional consideration, the Company issued 9,583,333 5 year warrants with an exercise price of $.009. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $38,322 related to the issuance of the warrants. As of August 31, 2014, the Company has accrued interest in the amount of $3,239. | |||||||||||
On July 16, 2014 we issued a convertible promissory note in the principal amount of $26,500 to an unrelated accredited investor. This promissory note bears interest at a rate of 12% per annum and is due on July 26, 2015. The note is convertible at a 38% discount of the lowest closing bid prices in the thirty days preceding the date of conversion. At no time may the holder of the note convert the note into shares exceeding 4.99% of the Company’s then outstanding common stock shares. We recorded a beneficial conversion feature of $26,500. As of August 31, 2014, the Company has accrued interest in the amount of $267. | |||||||||||
CONVERTIBLE RELATED PARTY NOTES PAYABLE: | |||||||||||
As of August 31, 2014, there are currently no related party convertible notes payable outstanding. The note related to our former CEO is now classified as non-related convertible debt for all comparable periods. | |||||||||||
RELATED PARTY NOTES PAYABLE: | |||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
6.0% line of credit (2) | $ | 51,600 | $ | 56,200 | |||||||
— | |||||||||||
Outstanding unsecured related party notes payable | $ | 51,600 | $ | 56,200 | |||||||
(1) Note payable to current CEO. | |||||||||||
During the last two years, Wayne Erwin, our President and CEO, has advanced a total of $51,600 directly to Dotolo in an open advance account. Interest is being accrued at a rate of 6% per annum. As of August 31, 2014 we have accrued interest in the amount of $6,342. There is no specific due date on this note. | |||||||||||
During April 2013, Wayne Erwin, our President and CEO, had advanced a total of $10,675 to Oncologix Tech, Inc. This note bore interest at 6%. This note was paid in full in September 2013 together with accrued interest of $223. | |||||||||||
The following is a summary of future minimum payments on related party notes payable as of August 31, 2014: | |||||||||||
Related Conv. | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | $51,600 | ||||||||||
OTHER NOTES PAYABLE: | |||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
12% note payable due May 2014 | $ | — | $ | 15,000 | |||||||
6% note payable due August 2015 | — | 111,500 | |||||||||
Time Lease Payment due January 2014 | — | 3,311 | |||||||||
Note payable | 15,600 | 60,600 | |||||||||
Note payable - fee reimbursement | — | 59,583 | |||||||||
18% note payable due January 2015 | 30,000 | 30,000 | |||||||||
18% note payable due January 2015 | 20,000 | 20,000 | |||||||||
18% note payable due January 2015 | 63,640 | 100,000 | |||||||||
6% note payable due October 2017 | 478,207 | 550,000 | |||||||||
14.5% note payable due January 2015 | 328,028 | - | |||||||||
Bank line of credit loan | 43,885 | - | |||||||||
Merchant Loan due December 2014 | 82,737 | - | |||||||||
Merchant Loan due January 2015 | 78,400 | - | |||||||||
Merchant Loan due January 2015 | 150,545 | - | |||||||||
18% note payable due November 2014 (net of discount) | 8,617 | - | |||||||||
18% note payable due November 2014 (net of discount) | 8,648 | - | |||||||||
4% note payable due November 2014 | 8,473 | - | |||||||||
18% note payable due December 2014 (net of discount) | 71,348 | - | |||||||||
6% note payable due December 2014 | 8,500 | - | |||||||||
10% note payable due December 2014 (net of discount) | 9,644 | - | |||||||||
6% note payable due February 2015 (net of discount) | 2,742 | - | |||||||||
6% note payable due August 2015 (net of discount) | 15,297 | ||||||||||
Subtotal | 1,424,311 | 949,994 | |||||||||
Less: Long-Term portion | (395,675 | ) | -811,500 | ||||||||
Current portion | $ | 1,028,636 | $ | 138,494 | |||||||
On May 23, 2013, the Company issued a one year note in the amount of $20,000. The note bore interest at a rate of 12% per annum. The Company is required to repay 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 CEO. This note was paid in full in May 2014. | |||||||||||
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. In December 2013, this note was assumed by Oncologix Tech, Inc. The note bore interest at 6% and matures on August 31, 2015. During January through August 2014, the Board of Directors authorized the conversions of the entire principal and accrued interest amount. During that time frame, the $111,500 in principal was converted into 18,716,229 shares of the Company’s common stock and is considered paid in full. | |||||||||||
On September 16, 2013, the Company obtained a merchant loan for additional working capital in the amount of $80,000. The merchant loan bores interest at a rate of 15% and calls for 130 daily payments of $861 for a total repayment amount of $112,000. Out of the net proceeds, the company also paid $20,000 in broker fees and loan fees of $750. This loan was paid in full on January 3, 2014. | |||||||||||
On October 1, 2013, the Company borrowed 10,000 in principal from an unrelated investor. The note was due January 2, 2014 and bore interest at 22%. Monthly interest payments of $183.33 are due on the first of each month beginning on November 1, 2013. This note was paid in full on January 3, 2014. | |||||||||||
On November 27, 2013, the Company obtained a merchant loan for additional working capital in the amount of $51,000. This loan requires 180 daily payments in the amount of $306 for a total repayment amount of $55,021. We netted gross proceeds of $46,032 after paying loan fees. This note was paid off March 11, 2014. | |||||||||||
On December 18, 2013, the Company obtained a merchant loan for additional working capital in the amount of $72,000. This loan requires 82 daily payments in the amount of $888 for a total repayment amount of $72,500. We netted gross proceeds of $49,301 after fees of $699. This note was paid off March 11, 2014. | |||||||||||
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. We entered into a settlement agreement whereby we paid $45,000 from amounts held in reserve by our senior lender and are required to make 10 monthly payments of $1,500. | |||||||||||
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. This was paid in full in July 2014. | |||||||||||
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. For the year ended August 31, 2014, we made interest payments in the amount of $5,400. As of August 31, 2014, we have accrued interest of $1,365. | |||||||||||
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. For the year ended August 31, 2014, we made interest payments in the amount of $3,600. As of August 31, 2014, we have accrued interest of $990. | |||||||||||
On July 26, 2013 the Company issued an 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. In December 2013, we modified the loan agreement to make monthly payments of $6,200. As of August 31, 2014 the outstanding balance was $63,640. | |||||||||||
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%. As of August 31, 2014, the outstanding balance of the note is $478,207. | |||||||||||
On January 3, 2014, the Company closed on a 4 million dollar line of credit facility, with an initial draw of $500,000. The Company must meet specific monthly reporting and collateral requirements to further draw on the revolving credit facility. The $500,000 initial draw is secured by a 14.5% promissory note, which is convertible ONLY upon default by the Company. In July 2014, we borrowed an additional $75,000 from the principal we repaid. This note is due in six months with an automatic option to renew after six months. As of August 31, 2014, the outstanding balance is $328,028. | |||||||||||
During fiscal 2014 we borrowed $45,000 from our line of open line of credit with our bank. As of August 31, 2014 the outstanding balance of the line of credit loan was $43,885. | |||||||||||
On March 11, 2014, the Company obtained a merchant loan for additional working capital in the amount of $150,000. This loan requires 209 daily payments in the amount of $940 for a total repayment amount of $196,500. We netted gross proceeds of $146,750 after paying loan fees. | |||||||||||
On April 18, 2014, the Company obtained a merchant loan for additional working capital in the amount of $120,000. This loan requires 189 daily payments in the amount of $800 for a total repayment amount of $151,200. We netted gross proceeds of $119,301 after paying loan fees. | |||||||||||
On July 10, 2014, the Company obtained a merchant loan for additional working capital in the amount of $150,000. This loan requires 132 daily payments in the amount of $1,568 for a total repayment amount of $207,000. We netted gross proceeds of $149,120 after paying loan fees. | |||||||||||
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. The Company recorded a discount of $14,805 for the issuance of the warrants. | |||||||||||
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. As of August 31, 2014 the outstanding balance was $8,473. | |||||||||||
On December 3, 2013, The Company entered into a twelve 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 $1,375 beginning on January 15, 2014 with a balloon payment due December 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. As of August 31, 2014, the balance was $72,892. The Company recorded a discount of $5,992 for the issuance of the warrants. | |||||||||||
In connection with the acquisition of Amian Health Services, the Company entered into a twelve month promissory note in the total principal amount of $25,000. The note bears interest at $6% and requires monthly payments of $2,152. As of August 31, 2014, the balance is $8,500. | |||||||||||
On December 20, 2013, the Company issued a 1-year promissory note to a non-related accredited investor. This note bears interest at 10% per annum and matures in December 2014. As additional consideration for the operating capital loan, the company issued 3,000,000 cashless two-year warrants with an exercise price of $0.02. The Company recorded a discount of $7,746 for the issuance of the warrants. As of August 31, 2014 the Company has accrued interest of $837. | |||||||||||
On February 7, 2014, the Company issued a 1-year promissory note in the principal amount of $15,000 to a non-related accredited investor. This note bears interest at 6% per annum and matures in February 2015. As additional consideration for the operating capital loan, the company issued 1,500,000 two-year warrants with an exercise price of $0.15 and 1,000,000 shares of common stock. The Company recorded an expense of $9,000 for the issuance of the common stock. The Company recorded a discount of $5,151 for the issuance of the warrants. On August 1, 2014 this investor used $10,000 to purchase 1,200,000 shares of common stock. As of August 31, 2014 the Company has accrued interest of $453. | |||||||||||
On August 15, 2014 the Company issued a 1-year promissory note to a non-related accredited investor. This note bears interest at 10% per annum and matures in August 2015. As additional consideration for the operating capital loan, the company issued 4,000,000 cashless two-year warrants with an exercise price of $0.065. The Company recorded a discount of $10,177 for the issuance of the warrants. As of August 31, 2014 the Company has accrued interest of $118. | |||||||||||
The following is a summary of future minimum payments on r notes payable as of August 31, 2014: | |||||||||||
Related Conv. | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | 1,038,997 | ||||||||||
2016 | 87,623 | ||||||||||
2017 | 314,743 | ||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
NOTE 11 — 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, 2014 and August 31, 2013, 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, 2012 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | 0.4 | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2013 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | 0.4 | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2014 | 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. | |||||||||||||||||||
On January 3, 2014, as payment for $150,000 of banking fees associated with our $4 million line of credit, we issued 20,000 shares of Series D Convertible Preferred Stock. | |||||||||||||||||||
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, 2012 | — | — | $ | — | $ | — | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | 58,564 | 58,564,000 | — | $ | 80.25 | ||||||||||||||
Outstanding, August 31, 2013 | 58,564 | 58,564,000 | $ | — | $ | — | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | 20,000 | 20,000,000 | — | $ | 80.25 | ||||||||||||||
Outstanding, August 31, 2014 | 78,564 | 78,564,000 | $ | — | $ | 80.25 | |||||||||||||
SUBSCRIBED COMMON STOCK: | |||||||||||||||||||
Below is a table detailing the Common Stock Subscribed during the last two fiscal years: | |||||||||||||||||||
For the period Ended August 31, 2014 | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||
Shares issuable upon conversion of convertible notes payable | 1,058,201 | $ | 5,000 | ||||||||||||||||
Total subscribed stock | 1,058,201 | $ | 5,000 | ||||||||||||||||
For the year Ended August 31, 2013 | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||
Shares issuable upon conversion of convertible notes payable | — | $ | — | ||||||||||||||||
Total subscribed stock | — | $ | — | ||||||||||||||||
COMMON STOCK: | |||||||||||||||||||
On March 7, 2014, the Company increased its authorized shares of common stock to 750,000,000. The increase was approved by a majority of the Company’s shareholders on January 27, 2014. | |||||||||||||||||||
Below are recent sales of unregistered securities: | |||||||||||||||||||
Date | Securities | Underwriters/ | |||||||||||||||||
Sold | Sold | Consideration | Purchasers * | Notes | |||||||||||||||
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 | |||||||||||||||
9/12/13 | 1,000,000 | $ - | Vendor | The Company issued 1,000,000 S-8 shares to a vendor for consulting work. The Company recorded an expense of $11,500 upon the issuance of those shares. | |||||||||||||||
9/12/13 | 1,500,000 | $ 10,000 | Accredited Investor | The Company sold 1,500,000 shares of common stock to an affiliated accredited investor at $0.00667 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
10/3/13 | 4,000,000 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $15,620 in principal and interest into 4,000,000 shares of common stock at $0.00391 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
12/3/13 | 1,891,123 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $9,380 in principal and interest into 1,891,123 shares of common stock at $0.00496 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/3/14 | 2,000,000 | $ - | Vendor | The company issued 2,000,000 shares of common stock as consideration for services. The company recorded an expense of $22,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/13/14 | 3,076,923 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $20,000 in principal and interest into 3,076,923 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/14/14 | 1,000,000 | $ - | Vendor | The company issued 1,000,000 shares of common stock as consideration for services. The company recorded an expense of $19,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/15/14 | 117,436 | $ - | Accredited Investor | Additional reset shares were issued to a non-affiliated accredited investor in connection with the prior conversion of $9,380 in principal and interest into 117,436 shares of common stock. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/21/14 | 3,500,000 | $ - | Accredited Investor | The company issued 3,500,000 shares of common stock as consideration for fees. The company recorded an expense of $45,500 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/21/14 | 1,500,000 | $ - | Accredited Investor | The company issued 1,500,000 shares of common stock as consideration for fees. The company recorded an expense of $30,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/31/14 | 3,472,222 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 3,472,222 shares of common stock at $0.0072 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
2/7/14 | 1,000,000 | $ - | Accredited Investor | The company issued 1,000,000 shares of common stock as consideration for fees. The company recorded an expense of $9,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
2/24/14 | 4,615,385 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
3/12/14 | 4,615,385 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
4/7/14 | 2,936,314 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $19,086 in principal and interest into 2,936,314 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
4/7/14 | 5,383,007 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $17,764 in principal and interest into 5,383,007 shares of common stock at $0.0033 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
6/2/14 | 5,000,000 | $ - | Accredited Investor | The company issued 5,000,000 shares of common stock as consideration for services. The company recorded an expense of $30,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
6/25/14 | 5,138,746 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 5,138,746 shares of common stock at $0.004865 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
7/14/14 | 2,500,000 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $11,000 in principal and interest into 2,500,000 shares of common stock at $0.0044 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
7/24/14 | 1,149,425 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $5,000 in principal and interest into 1,149,425 shares of common stock at $0.00435 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
8/1/14 | 3,416,764 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $8,456 in principal and interest into 3,416,764 shares of common stock at $0.002475 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
8/26/14 | 1,200,000 | $ - | Accredited Investor | The Company sold 1,200,000 shares of common stock to an affiliated accredited investor at $0.00833 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
76,036,894 | $ 116,000 | ||||||||||||||||||
* 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, 2014, as a result of the disposition of Oncologix Corporation, we do not have to recognize a non-controlling interest. | |||||||||||||||||||
WARRANTS: | |||||||||||||||||||
The following table summarizes warrant activity in fiscal 2014 and 2013: | |||||||||||||||||||
Weighted Avg. | |||||||||||||||||||
Number | Exercise Price | ||||||||||||||||||
Outstanding, August 31, 2012 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 7,000,000 | 0.012 | |||||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 23,583,333 | 0.011 | |||||||||||||||||
Outstanding, August 31, 2014 | 30,583,333 | 0.011 | |||||||||||||||||
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: | |||||||||||||||||||
For the Year Ended August 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Volatility | 104% - 444% | 97.2% to 97.9% | |||||||||||||||||
Risk free rate | 0.25% | 0.38% | |||||||||||||||||
Expected dividends | None | None | |||||||||||||||||
Expected term (in years) | 2 to 5 years | 3 to 4 years | |||||||||||||||||
Details relative to the 30,583,333 immediately exercisable outstanding warrants at August 31, 2014 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 | Jul-17 | |||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | ||||||||||||||||||
First quarter of fiscal 2014 | 4,500,000 | $ 0.012 | 3 years | Nov-17 | |||||||||||||||
Second quarter of fiscal 2014 | 5,500,000 | $ 0.017 | 2 to 3 years | Dec 2015 to Dec 2016 | |||||||||||||||
Third quarter of fiscal 2014 | 9,583,333 | $ 0.012 | 5 years | May-19 | |||||||||||||||
Fourth quarter of fiscal 2014 | 4,000,000 | $ 0.007 | 2 years | Aug-16 | |||||||||||||||
Outstanding, August 31, 2014 | 30,583,333 | ||||||||||||||||||
On August 1, 2013, the company issued 1,000,000 four-year cashless warrants as additional consideration for the acquisition of Amian Angels. These warrants expire four years after the date of issuance and have an exercise price of $.015. | |||||||||||||||||||
On August 5, 2013, the company issued 6,000,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.012. | |||||||||||||||||||
On September 11, 2013, the company issued 1,500,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.015. | |||||||||||||||||||
On November 8, 2013, the company issued 3,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.01. | |||||||||||||||||||
On December 3, 2014, the company issued 1,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.025. | |||||||||||||||||||
On December 20, 2014, the company issued 3,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.016. | |||||||||||||||||||
On February 7, 2014, the company issued 1,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.015. | |||||||||||||||||||
On May 21, 2014, the company issued 9,583,333 five-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire five years after the date of issuance and have an exercise price of $.009. | |||||||||||||||||||
On August 15, 2014, the company issued 4,000,000 two-year warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.0065. | |||||||||||||||||||
The remaining contractual life of warrants outstanding as of August 31, 2014 was 2.80 years. Warrants for the purchase of 30,583,333 and nil shares were immediately exercisable on August 31, 2014 and 2013, respectively with a weighted-average price of $0.011 and $0.012 per share, respectively. | |||||||||||||||||||
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. | |||||||||||||||||||
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, 2008 through 2012, our Board of Directors elected to waive the grant of these annual options. | |||||||||||||||||||
On December 13, 2013, the Board of directors authorized the granting of 6,100,000 options to its three officers; 2,400,000 options to Wayne Erwin, our CEO; 2,100,000 options to Michael Kramarz, our CFO; and 1,600,000 options to Vickie Hart, President of Amian Angels. These options vest immediately and have an exercise price $.015, the closing stock price on December 13, 2013. | |||||||||||||||||||
On December 20, 2014, the Company issued 20,000 options as part of its annual grant program to its two directors. These options vest in 1 year and have an exercise price of $.016, the closing stock price on December 20, 2013. | |||||||||||||||||||
We have 485,253 shares of common stock available for future issuance under our 2000 Stock Incentive Plan as of August 31, 2014. This plan has been approved by our shareholders. | |||||||||||||||||||
During the years ended August 31, 2014 and 2013, we granted 6,120,000 and nil options from the stock incentive plan described above, respectively. During the years ended August 31, 2014 and 2013, nil and nil options were exercised, respectively. During the years ended August 31, 2014 and 2013, 163,335 and 80,000 options expired, respectively. During the years ended August 31, 2014 and 2013, $91,163 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, 2012 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | — | — | $ | — | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||||
Cancelled | (80,000 | ) | $1.60 - $5.16 | $ | 2.42 | ||||||||||||||
Outstanding, August 31, 2013 | 217,085 | $0.12 - $2.00 | $ | 1.12 | |||||||||||||||
Granted | 6,120,000 | $0.015 - $0.016 | $ | 0.02 | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||||
Cancelled | (163,335 | ) | $1.04 - $2.00 | $ | 1.38 | ||||||||||||||
Outstanding, August 31, 2014 | 6,173,750 | $0.12 - $2.00 | $ | 0.016 | |||||||||||||||
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 third quarter of fiscal 2014 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, 2014. | |||||||||||||||||||
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 | 6,173,750 | 6,173,750 | |||||||||||||||||
Aggregate intrinsic value of options | $ | — | $ | — | |||||||||||||||
Weighted average remaining contractual term (years) | 9.23 | 9.23 | |||||||||||||||||
Weighted average exercise price | $ | 0.016 | $ | 0.016 | |||||||||||||||
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 and was approved by our shareholders on January 27, 2014. 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. 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. | |||||||||||||||||||
On September 11, 2013, we issued 1,000,000 S-8 shares to a consultant in payment for investor relations work for the Company. On January 3, 2014, we issued 1,000,000 S-8 shares to a consultant in payment for services to be provided for the Company. We have 8,000,000 shares of common stock available for future issuance under our 2013 Omnibus Incentive Plan as of August 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 12 - RELATED PARTY TRANSACTIONS AND CONTINGENCIES: | |
FINANCING WITH RELATED PARTIES: | |
During fiscal 2014 and 2013, the Company entered into financing agreements with related parties of the Company. Please see Note 10 – Notes Payable for further descriptions of these transactions. | |
Business_Segments
Business Segments | 12 Months Ended | ||||||||||||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||
Business Segments | ' | ||||||||||||||||||||||||||||||
NOTE 13 – BUSINESS SEGMENTS | |||||||||||||||||||||||||||||||
We identify our reportable segments based on our management structure, financial data and market. We have identified three business segments: Personal Care Services and Medical Device Manufacturing and Medical Products & Technologies | |||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||
Our Medical Products and Technologies segment will consist of the products of Advanced Medical Products and Technologies and future acquisitions. | |||||||||||||||||||||||||||||||
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 as of August 31, 2014. | |||||||||||||||||||||||||||||||
As of August 31, 2014 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Med. Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 9,336 | $ | (110 | ) | $ | 1,000 | $ | 7,278 | $ | 17,504 | ||||||||||||||||||||
Accounts receivable (net) | 213,399 | — | — | — | 213,399 | ||||||||||||||||||||||||||
Inventory | — | 31,271 | — | — | 31,271 | ||||||||||||||||||||||||||
Prepaid expenses and other current assets | — | — | — | 9,307 | 9,307 | ||||||||||||||||||||||||||
Prepaid commissions and finders' fees | — | — | — | 3,152 | 3,152 | ||||||||||||||||||||||||||
Total current assets | 222,735 | 31,161 | 1,000 | 19,737 | 274,633 | ||||||||||||||||||||||||||
Property and equipment (net) | 21,287 | 17,893 | — | 787 | 39,967 | ||||||||||||||||||||||||||
Deposits and other assets | 2,082 | 12,500 | — | — | 14,582 | ||||||||||||||||||||||||||
Goodwill | 564,075 | 1,217,704 | — | — | 1,781,779 | ||||||||||||||||||||||||||
Patents, registrations (net of amortization) | — | 24,497 | — | — | 24,497 | ||||||||||||||||||||||||||
Total assets | $ | 810,179 | $ | 1,303,755 | $ | 1,000 | $ | 20,524 | $ | 2,135,458 | |||||||||||||||||||||
Below are the segment assets as of August 31, 2013. | |||||||||||||||||||||||||||||||
As of August 31, 2013 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Med. Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 41,985 | $ | (2,742 | ) | $ | — | $ | 213 | $ | 39,456 | ||||||||||||||||||||
Accounts receivable (net) | 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 | 62,354 | — | 1,488 | 218,222 | ||||||||||||||||||||||||||
Property and equipment (net) | 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 | $ | 1,342,189 | $ | — | $ | 2,610 | $ | 2,033,850 | |||||||||||||||||||||
Below are the statements of operations for the reporting periods presented. | |||||||||||||||||||||||||||||||
For the Year Ended August 31, 2014 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Medical Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
Revenues | $ | 3,677,475 | $ | — | $ | — | $ | — | $ | 3,677,475 | |||||||||||||||||||||
Cost of revenues | 3,016,221 | 46,843 | — | — | 3,063,064 | ||||||||||||||||||||||||||
Gross profit | 661,254 | (46,843 | ) | — | — | 614,411 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||
General and administrative | 487,509 | 25,371 | 329 | 620,222 | 1,133,431 | ||||||||||||||||||||||||||
Research and development expense | — | 30,000 | — | — | 30,000 | ||||||||||||||||||||||||||
Depreciation and amortization | 12,793 | 9,691 | — | 335 | 22,819 | ||||||||||||||||||||||||||
Total operating expenses | 500,302 | 65,062 | 329 | 620,557 | 1,186,250 | ||||||||||||||||||||||||||
Loss from operations | 160,952 | (111,905 | ) | (329 | ) | (620,557 | ) | (571,839 | ) | ||||||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||||
Interest and finance charges | (232,573 | ) | (11,337 | ) | — | (561,708 | ) | (805,618 | ) | ||||||||||||||||||||||
Other income (expenses) | 73,282 | 66,049 | — | — | 139,331 | ||||||||||||||||||||||||||
Total other income (expense) | (188,039 | ) | 51,573 | — | (699,266 | ) | (835,732 | ) | |||||||||||||||||||||||
Loss from operations | $ | (27,087 | ) | $ | (60,332 | ) | $ | (329 | ) | $ | (1,319,823 | ) | $ | (1,407,571 | ) | ||||||||||||||||
Below are the statements of operations for the reporting periods presented. | |||||||||||||||||||||||||||||||
For the Year Ended August 31, 2013 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Medical Products | Corporate | ||||||||||||||||||||||||||||
Segment | 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 | 49,431 | — | 231,653 | 329,523 | ||||||||||||||||||||||||||
Depreciation and amortization | 1,049 | 4,048 | — | 358 | 5,455 | ||||||||||||||||||||||||||
Total operating expenses | 49,488 | 53,479 | — | 232,011 | 334,978 | ||||||||||||||||||||||||||
Loss from operations | 9,052 | (63,472 | ) | — | (232,011 | ) | (286,431 | ) | |||||||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||||
Interest and finance charges | (10,000 | ) | (1,877 | ) | — | (22,304 | ) | (34,181 | ) | ||||||||||||||||||||||
Other income (expenses) | — | 126 | — | 3,364 | 3,490 | ||||||||||||||||||||||||||
Total other income (expense) | (10,000 | ) | (1,751 | ) | — | (355,133 | ) | (366,884 | ) | ||||||||||||||||||||||
Loss from operations | $ | (948 | ) | $ | (65,223 | ) | $ | — | $ | (587,144 | ) | $ | (653,315 | ) | |||||||||||||||||
Joint_Ventures
Joint Ventures | 12 Months Ended |
Aug. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Joint Ventures | ' |
NOTE 14 - 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”). 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, with the disposal of the Company’s subsidiary Oncologix Corporation, the company also ended its relationship with IUT and IUTM. | |
Retirement_Plan
Retirement Plan | 12 Months Ended |
Aug. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Retirement Plan | ' |
NOTE 15 - RETIREMENT PLAN | |
Currently, the Company does not have a retirement plan in place. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 16 - INCOME TAXES | |||||||||
As of August 31, 2014, the Company has federal net operating loss carry-forwards totaling approximately $25,100,000 and general business credit carry-forwards of approximately $140,000. As a result of the acquisition of Angels of Mercy, Inc.(now “Amian Angels 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 2019 and ending in 2035. 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, 2014 and 2013, 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 2013 to current remain open to examination by U.S. federal and state tax authorities. | |||||||||
A reconciliation of the beginning and ending accrual for uncertain tax positions is as follows: | |||||||||
For the Year Ended August 31, | |||||||||
2014 | 2013 | ||||||||
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, 2014 and 2013 is comprised of the following amounts: | |||||||||
2014 | 2013 | ||||||||
Current: | $ | — | $ | — | |||||
Deferred: | |||||||||
Federal | (956,000 | ) | (296,000 | ) | |||||
State | — | — | |||||||
(956,000 | ) | (296,000 | ) | ||||||
Valuation Allowance | 956,000 | 296,000 | |||||||
$ | — | $ | — | ||||||
The Company's tax benefit differs from the benefit calculated using the federal statutory income tax rate for the following reasons: | |||||||||
2014 | 2013 | ||||||||
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: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Property and equipment | $ | (1,000 | ) | $ | (1,000 | ) | |||
Intangible assets | 156,000 | 167,000 | |||||||
General business credits | 140,000 | 140,000 | |||||||
Net operating loss carryforward | 8,785,000 | 9,730,000 | |||||||
9,080,000 | 10,036,000 | ||||||||
Valuation allowance | (9,080,000 | ) | (10,036,000 | ) | |||||
$ | — | $ | — | ||||||
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 $9,080,000 valuation allowance as of August 31, 2014 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 $956,000. |
Recent_Accounting_Prouncements
Recent Accounting Prouncements | 12 Months Ended |
Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Recent Accounting Prouncements | ' |
NOTE 17 - 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, 2014 | |||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||
Statement of Cash Flows | ' | ||||
NOTE 18 – STATEMENT OF CASH FLOWS | |||||
For the year ended August 31, 2014, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
Amount | |||||
On September 11, 2013, the Company issued 1,000,000 S-8 shares of common stock in payment for a investor relations consulting contract. | 11,500 | ||||
On October 2, 2013, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $25,000 related to that transaction. | 25,000 | ||||
On October 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $15,620. | 15,620 | ||||
On November 5, 2013 and November 8, 2013, the Company issued a total of 3,000,000 warrants to a non-related party as additional compensation for an operating capital investment. | 14,805 | ||||
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $12,069. | 12,069 | ||||
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $9,720. | 9,720 | ||||
On December 3, 2013, the Company issued a total of 1,000,000 warrants as additional compensation. | 5,992 | ||||
On December 20, 2013, the Company issued a total of 3,000,000 warrants as additional compensation. | 7,746 | ||||
On January 3, 2014, the Company issued 2,000,000 shares of common stock in payment for a services contract. | 22,000 | ||||
On January 13, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $26,154. | 26,154 | ||||
On January 14, 2014, the Company issued 1,000,000 shares of common stock as partial compensation for a investor relations contract. | 19,000 | ||||
On January 21, 2014, the Company issued 3,500,000 shares of common stock as additional compensation for finder’s fees. | 45,500 | ||||
On January 21, 2014, the Company issued 1,500,000 shares of common stock as additional compensation for finder’s fees. | 30,000 | ||||
On January 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $16,667. | 16,667 | ||||
On February 7, 2014, the Company issued 1,000,000 shares of common stock as additional compensation for finder’s fees. | 9,000 | ||||
On February 7, 2014, the Company issued 3,000,000 shares of common stock as additional compensation for finder’s fees. | 5,151 | ||||
On February 24, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $2,308. | 2,308 | ||||
On March 19, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 26,500 | ||||
On March 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,000. | 30,000 | ||||
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,468. | 1,468 | ||||
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,683 | 30,683 | ||||
On April 8, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 50,000 | ||||
On April 25, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 12,445 | ||||
On May 21, 2014 the Company recorded a discount for the issuance of 9,583,333 warrants in connection with the issuance of a convertible note. | 38,322 | ||||
On June 2, 2014, the Company issued 5,000,000 shares of common stock as payments on a services contract. | 28,500 | ||||
On July 14, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,500. | 1,500 | ||||
On July 24, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $4,885. | 4,885 | ||||
On July 16, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 26,500 | ||||
On August 1, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $16,828. | 16,828 | ||||
On August 26, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,784. | 1,784 | ||||
On May 21, 2014 the Company recorded a discount for the issuance of 4,000,000 warrants in connection with the issuance of a convertible note. | 10,177 | ||||
Total non-cash transactions from investing and financing activities. | $ | 557,824 | |||
For the year ended August 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
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 | |||
Employment_Agreements
Employment Agreements | 12 Months Ended |
Aug. 31, 2014 | |
Compensation Related Costs [Abstract] | ' |
Employment Agreements | ' |
NOTE 19 - 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 $1,250. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. During fiscal 2014 and 2013, $120,000 and 52,500 was expensed as salary, respectively. | |
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. On October 1, 2013, the Company’s Board of Directors approved a salary increase to $80,000 per year. During fiscal 2014 and 2013, $80,225 and 80,066 was expensed as salary, respectively. | |
On August 1, 2013, Vickie Hart, the President of Amian Angels Inc., signed a three year employment agreement. The agreement provides for an annual salary of $52,000 along with a monthly health insurance allowance totaling $400. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. During fiscal 2014 and 2013, $59,615 and nil was expensed as salary, respectively. | |
On July 16, 2014, Harold Halman, the President of our Medical Products Segment, signed a three year employment agreement. The agreement provides for an annual salary of $85,000, along with a monthly auto allowance and health insurance allowance totaling $1,300 plus bonus allowances. Annual increases are to be approved by the Company’s Board of Directors or Compensation Committee. During fiscal 2014 and 2013, $10,625 and nil was expensed as salary, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 20 – COMMITMENTS AND CONTINGENCIES | |
On June 6, 2014, the Company and its subsidiary Dotolo entered into a services agreement with E & R Industries to provide the Company with retooling and redesign of some of Dotolo’s parts. The contract calls for periodic cash payments totaling $60,000 along with the issuance of 5,000,000 common stock shares upon meeting certain milestones. | |
On June 6, 2014, the Company and its subsidiary Dotolo entered into a services agreement with Schmitt to provide the Company with redesign of its Toxygen hardware system. The contract calls for periodic cash payments totaling $30,000 along with the issuance of 3,000,000 common stock shares upon meeting certain milestones. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 21 - SUBSEQUENT EVENTS | |
On September 11, 2014, the Company obtained a merchant loan for additional working capital in the amount of $100,000. This loan requires 75 daily payments in the amount of $1,999 for a total repayment amount of $149,900. We netted gross proceeds of $99,295 after paying loan fees. | |
On September 25, 2014, the Company took down a second draw from its 4 million dollar line of credit facility in the amount of $1,200,000. The Company must meet specific monthly reporting and collateral requirements to further draw on the revolving credit facility. The outstanding balance at the time of the draw was $1,528,029 which is secured by twelve month 14.5% promissory note, which is convertible ONLY upon default by the Company. This note is automatically renewable for an additional twelve months. The company is required to pay interest and fees only for the initial 3 months. | |
On September 25, 2014, a closing was held pursuant to a Stock Purchase Agreement, dated as of September 25, 2014, (the “Agreement”) by and among Oncologix Tech Inc. (“OCLG” or “Company”), and Madhu Mathew Mammen and Imad Siddiqui (collectively the “Owners”), for Company to acquire 100 shares of Common Stock of Esteemcare Inc. and its wholly owned subsidiary Affordable Medical Equipment Solutions Inc. (“Esteem”), which represents all of the issued and outstanding shares of Esteem. Pursuant to the Agreement, the Owners sold all of the Common Stock of Esteem for $500,000 represented by a down payment of $400,000 at closing and a one year Secured Promissory Note for $100,000. The Owners own all of the shares of Esteem, a corporation organized under the laws of the State of South Carolina, a medical products and technology company. | |
On October 2, 2014, the company paid off a $50,000 convertible note borrowed from an accredited investor. The Company paid $71,436 which included a payment for principal, accrued interest and a 40% prepayment penalty. | |
Between October 28, 2014 and November 10, 2014, an accredited investor converted $15,000 of principal of a convertible note into 4,706,651 shares of common stock. | |
On November 12, 2014, the Company entered into a consulting contract with a vendor and issued 6,000,000 shares of its common stock. The Company recorded an expense of $24,000 for this transaction. | |
On November 24, 2014, the Company paid its first installment of $34,779 for a convertible note, which included $$6,029 of accrued interest. This convertible note was originally issued May 23, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
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. | |||||||||
PRINCIPLES OF CONSOLIDATION | ' | ||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||
The consolidated financial statements for the fiscal years ended August 31, 2014 and 2013 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation, Amian Angels, Inc., Advanced Medical Products & Technologies Inc. Dotolo Research Corporation is a Louisiana Corporation. Angels of Mercy, Inc. is a Louisiana Corporation. Advanced Medical Products & Technologies is a Nevada corporation. 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. | |||||||||
Amian Angels is reimbursed for each approved “Unit of Service” provided, as determined by the Health Care Financing Administration (HCFA), the Department of Health & Hospitals and 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 Amian Angels 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 primary payor sources is the State of Louisiana, the Department of Veterans Administration and Private Pay individuals who reimburse us for the services we provide. We currently experience a two percent claims rejection rate. With the acquisition of Amian, Amian Angels now has private pay clients as well as Veterans Administration Social Services clients. | |||||||||
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 lead time for account receivables in our Personal Care service divisions ranges from 14 to 90 days. The majority of the Company’s receivables, approximately 90%, are collected within 14 days. 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 Molina Healthcare, the EDI payment provider for payments within the next twelve months. Currently we maintain an allowance for uncollectible receivables at a rejection rate of 2% of outstanding receivables. We analyze our claim rejection rate on a quarterly basis and make quality improvements to reduce the number of rejected claims. Private pay customers are billed semi-monthly. Generally collections occur within 30 days. Veterans Administration (VA) customers are billed monthly. Generally collections occur within 45 to 60 days. Due to the recent governmental shutdown, the current lead time for payments is approximately 90 days. Upon final rejection of any resubmitted claims, the claims are resubmitted and after twelve months the 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. Currently our inventory consists primarily of miscellaneous parts. | |||||||||
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 2014 due to its recent acquisition of Dotolo Research Corporation and Angels of Mercy, Inc. 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 and these costs are subject to annual impairment tests. | |||||||||
We accounted for the acquisition of Dotolo Research Corporation and Angels of Mercy, Inc. using the acquisition method of accounting under ASC 805 and ASC 810-10-65. The purchase price was allocated first to identifiable current then fixed assets as well as liabilities assumed. We then earmarked identifiable intangibles, with the remainder to goodwill. We identified patents as our identifiable asset for Dotolo Research Corporation. Amounts allocated to Goodwill for the acquisition of Dotolo are based on expanding our product into the medical market and the potential upside of the sale with a FDA medical device product with a reimbursement code. Dotolo is one of four companies worldwide with this FSA approved medical device product. Amounts allocated to goodwill for Angels of Mercy, Inc. are based on increased clients and future revenues. | |||||||||
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. | |||||||||
Pursuant to ASC 350-20-35, we have identified three reporting units in our business, our medical device segment which consists of Dotolo Research Corporation, our personal care segment which consists of Angels of Mercy, Inc., and our medical products and technologies segment which consists of Advanced Medical Products & Technologies, Inc. We follow the two step process in ASC 350-20-35 for impairment testing. In the first step we compare the fair value of the reporting unit as a whole to its carrying value, including goodwill. For both reporting units, we have determined that the reporting units’ fair value exceeds its carrying value. We also compare the carrying value of goodwill by itself for both reporting units. | |||||||||
The following explains the results of our impairment testing. We have allocated $564,075 of goodwill to the Angels of Mercy, Inc. reporting unit. As of August 31, 2014 the fair value exceeds the carrying value of goodwill by 50%. We have allocated $1,217,704 of goodwill to the reporting unit Dotolo Research Corporation. As of August 31, 2014 the fair value exceeds the carrying value of goodwill by 38%. In calculating the valuation, we used a discounted cash flow method based on the future 5 years cash flows of each reporting unit. We used a discount rate of 8% which is currently higher that the current long term interest rate. An increase in the overall national interest rate could have a negative impact on our valuation. An additional risk is the possibility of cash flow projections falling short of our 5 year estimate amount. | |||||||||
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, 2014, the Company has allocated $3,734 losses to its non-controlling interest. With the disposition of Oncologix Corporation, the Company no longer will have to recognize a non-controlling interest in its subsidiary. | |||||||||
ADVERTISING COSTS | ' | ||||||||
ADVERTISING COSTS | |||||||||
Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for fiscal 2014 and fiscal 2013. 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 9. 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 | |||||||||
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. The 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 years ended August 31, 2014 and 2013 are as follows: | |||||||||
For the year ended | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Net gain (loss) attributable to common shareholders | |||||||||
Continuing operations | $ | (1,407,571 | ) | $ | (653,459 | ) | |||
Discontinued operations | 95,528 | (14 | ) | ||||||
$ | (1,312,043 | ) | $ | (653,473 | ) | ||||
Weighted average shares outstanding | 102,556,908 | 61,864,435 | |||||||
Loss per common shares, basis and diluted | |||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | |||
Discontinued operations | 0 | (0.00 | ) | ||||||
$ | (0.01 | ) | $ | (0.01 | ) | ||||
Due to the net losses during the years ended August 31, 2014 and 2013, 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, 2014 and 2013: | |||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock…………………………………………………………. | 78,564 | 58,628,531 | |||||||
Convertible notes payable………………………………………………………………………….. | 98,383,460 | 1,383,460 | |||||||
Options……………………………………………………………………….. | 6,173,750 | 217,085 | |||||||
Warrants……………………………………………………………………….. | 30,583,333 | 7,000,000 | |||||||
Total potentially dilutive securities……………………………………………………….. | 135,219,107 | 67,229,076 | |||||||
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 Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and in assessing performance. The Company currently has three business segments; medical device manufacturing, personal care services and medical products and technologies. | |||||||||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Furniture | $ | 12,688 | $ | 10,388 | |||||
Office Equipment | 12,962 | 10,800 | |||||||
Computers | 22,321 | 19,905 | |||||||
Software | 3,497 | 3,497 | |||||||
Leasehold improvements | — | 29,000 | |||||||
Equipment | 16,763 | 16,763 | |||||||
Total property and equipment at cost | 68,231 | 90,353 | |||||||
Less: accumulated depreciation and amortization | (28,264 | ) | (11,820 | ) | |||||
$ | 39,967 | $ | 78,533 | ||||||
Net Loss Per Common Share | ' | ||||||||
For the year ended | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Net gain (loss) attributable to common shareholders | |||||||||
Continuing operations | $ | (1,407,571 | ) | $ | (653,459 | ) | |||
Discontinued operations | 95,528 | (14 | ) | ||||||
$ | (1,312,043 | ) | $ | (653,473 | ) | ||||
Weighted average shares outstanding | 102,556,908 | 61,864,435 | |||||||
Loss per common shares, basis and diluted | |||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | |||
Discontinued operations | 0 | (0.00 | ) | ||||||
$ | (0.01 | ) | $ | (0.01 | ) | ||||
Dilutive Securities | ' | ||||||||
As of | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Underlying | Underlying | ||||||||
Description | Common Shares | Common Shares | |||||||
Convertible preferred stock…………………………………………………………. | 78,564 | 58,628,531 | |||||||
Convertible notes payable………………………………………………………………………….. | 98,383,460 | 1,383,460 | |||||||
Options……………………………………………………………………….. | 6,173,750 | 217,085 | |||||||
Warrants……………………………………………………………………….. | 30,583,333 | 7,000,000 | |||||||
Total potentially dilutive securities……………………………………………………….. | 135,219,107 | 67,229,076 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
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 | |||
Amian Health Services | ' | ||||
Cash and cash equivalents | $ | 8,646 | |||
Property and equipment | 6,000 | ||||
Purchased goodwill | 85,354 | ||||
Total assets acquired | $ | 100,000 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
For the year ended | |||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Operating expenses: | |||||||||
General and administrative | $ | 36 | $ | 14 | |||||
Depreciation and amortization | — | — | |||||||
Total operating expenses | 36 | 14 | |||||||
Loss from operations | (36 | ) | (14 | ) | |||||
Other income (expense): | |||||||||
Total other income (expense) | — | — | |||||||
Loss from discontinued operations | (36 | ) | (14 | ) | |||||
Gain on disposal of discontinued operations | 95,564 | — | |||||||
Loss from discontinued operations | 95,528 | (14 | ) | ||||||
Less loss attributable to noncontrolling interest | — | — | |||||||
Net loss from discontinued operations | $ | 95,528 | $ | (14 | ) |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
August 31, | August 31, | ||||||||
2014 | 2013 | ||||||||
Furniture | $ | 12,688 | $ | 10,388 | |||||
Office Equipment | 12,962 | 10,800 | |||||||
Computers | 22,321 | 19,905 | |||||||
Software | 3,497 | 3,497 | |||||||
Leasehold improvements | — | 29,000 | |||||||
Equipment | 16,763 | 16,763 | |||||||
Total property and equipment at cost | 68,231 | 90,353 | |||||||
Less: accumulated depreciation and amortization | (28,264 | ) | (11,820 | ) | |||||
$ | 39,967 | $ | 78,533 |
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||
Aug. 31, 2014 | |||||||
Leases Tables | ' | ||||||
Leases | ' | ||||||
2015 | $ | 51,312 | |||||
2016 | 51,312 | ||||||
2017 | 51,312 | ||||||
2018 | 51,312 | ||||||
2019 | 8,552 | ||||||
Totals | $ | 213,800 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||||
Aug. 31, 2014 | |||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||
Convertible Notes Payable | ' | ||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
8.0% convertible note due August 31, 2014 | $ | 100,000 | $ | 125,000 | |||||||
6.0% convertible note due September 2014 | 189,025 | 235,025 | |||||||||
12% convertible note due March 19, 2015 (net of discount) | 11,980 | ||||||||||
12% convertible note due April 8, 2015 (net of discount) | 19,863 | ||||||||||
12% convertible note due October 25, 2015 (net of discount) | 21,260 | ||||||||||
10% convertible note due February 21, 2015 (net of discount) | 90,840 | ||||||||||
12% convertible note due July 16, 2015 (net of discount) | 3,340 | ||||||||||
Total unsecured convertible notes payable | 436,308 | 360,025 | |||||||||
Less: Long-Term portion | — | — | |||||||||
Current portion | $ | 436,308 | $ | 360,025 | |||||||
Future minimum payments of Convertible Notes Payable | ' | ||||||||||
Convertible | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | $436,308 | ||||||||||
Related Party Notes Payable | ' | ||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
6.0% line of credit (2) | $ | 51,600 | $ | 56,200 | |||||||
— | |||||||||||
Outstanding unsecured related party notes payable | $ | 51,600 | $ | 56,200 | |||||||
(1) Note payable to current CEO. | |||||||||||
Future minimum payments of Related Party Notes Payable | ' | ||||||||||
Related Conv. | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | $51,600 | ||||||||||
Other Notes Payable | ' | ||||||||||
August 31, | August 31, | ||||||||||
2014 | 2013 | ||||||||||
12% note payable due May 2014 | $ | — | $ | 15,000 | |||||||
6% note payable due August 2015 | — | 111,500 | |||||||||
Time Lease Payment due January 2014 | — | 3,311 | |||||||||
Note payable | 15,600 | 60,600 | |||||||||
Note payable - fee reimbursement | — | 59,583 | |||||||||
18% note payable due January 2015 | 30,000 | 30,000 | |||||||||
18% note payable due January 2015 | 20,000 | 20,000 | |||||||||
18% note payable due January 2015 | 63,640 | 100,000 | |||||||||
6% note payable due October 2017 | 478,207 | 550,000 | |||||||||
14.5% note payable due January 2015 | 328,028 | - | |||||||||
Bank line of credit loan | 43,885 | - | |||||||||
Merchant Loan due December 2014 | 82,737 | - | |||||||||
Merchant Loan due January 2015 | 78,400 | - | |||||||||
Merchant Loan due January 2015 | 150,545 | - | |||||||||
18% note payable due November 2014 (net of discount) | 8,617 | - | |||||||||
18% note payable due November 2014 (net of discount) | 8,648 | - | |||||||||
4% note payable due November 2014 | 8,473 | - | |||||||||
18% note payable due December 2014 (net of discount) | 71,348 | - | |||||||||
6% note payable due December 2014 | 8,500 | - | |||||||||
10% note payable due December 2014 (net of discount) | 9,644 | - | |||||||||
6% note payable due February 2015 (net of discount) | 2,742 | - | |||||||||
6% note payable due August 2015 (net of discount) | 15,297 | ||||||||||
Subtotal | 1,424,311 | 949,994 | |||||||||
Less: Long-Term portion | (395,675 | ) | -811,500 | ||||||||
Current portion | $ | 1,028,636 | $ | 138,494 | |||||||
Future Minimum payments related conv. notes payable | ' | ||||||||||
Related Conv. | |||||||||||
Fiscal Year Ending August 31, | Notes Payable | ||||||||||
2015 | 1,038,997 | ||||||||||
2016 | 87,623 | ||||||||||
2017 | 314,743 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||
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, 2012 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | 0.4 | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2013 | 129,062 | 64,531 | $ | 25,812 | $ | 0.4 | |||||||||||||
Expired/Retired | — | — | — | $ | 0.4 | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | — | — | — | $ | — | ||||||||||||||
Outstanding, August 31, 2014 | 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, 2012 | — | — | $ | — | $ | — | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | 58,564 | 58,564,000 | — | $ | 80.25 | ||||||||||||||
Outstanding, August 31, 2013 | 58,564 | 58,564,000 | $ | — | $ | — | |||||||||||||
Expired/Retired | — | — | — | $ | — | ||||||||||||||
Converted | — | — | — | $ | — | ||||||||||||||
Issued | 20,000 | 20,000,000 | — | $ | 80.25 | ||||||||||||||
Outstanding, August 31, 2014 | 78,564 | 78,564,000 | $ | — | $ | 80.25 | |||||||||||||
Subscribed Stock issuable | ' | ||||||||||||||||||
For the period Ended August 31, 2014 | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||
Shares issuable upon conversion of convertible notes payable | 1,058,201 | $ | 5,000 | ||||||||||||||||
Total subscribed stock | 1,058,201 | $ | 5,000 | ||||||||||||||||
For the year Ended August 31, 2013 | |||||||||||||||||||
Shares | Amount | ||||||||||||||||||
Shares issuable upon conversion of convertible notes payable | — | $ | — | ||||||||||||||||
Total subscribed stock | — | $ | — | ||||||||||||||||
Common Stock | ' | ||||||||||||||||||
Date | Securities | Underwriters/ | |||||||||||||||||
Sold | Sold | Consideration | Purchasers * | Notes | |||||||||||||||
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 | |||||||||||||||
9/12/13 | 1,000,000 | $ - | Vendor | The Company issued 1,000,000 S-8 shares to a vendor for consulting work. The Company recorded an expense of $11,500 upon the issuance of those shares. | |||||||||||||||
9/12/13 | 1,500,000 | $ 10,000 | Accredited Investor | The Company sold 1,500,000 shares of common stock to an affiliated accredited investor at $0.00667 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
10/3/13 | 4,000,000 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $15,620 in principal and interest into 4,000,000 shares of common stock at $0.00391 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
12/3/13 | 1,891,123 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $9,380 in principal and interest into 1,891,123 shares of common stock at $0.00496 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/3/14 | 2,000,000 | $ - | Vendor | The company issued 2,000,000 shares of common stock as consideration for services. The company recorded an expense of $22,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/13/14 | 3,076,923 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $20,000 in principal and interest into 3,076,923 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/14/14 | 1,000,000 | $ - | Vendor | The company issued 1,000,000 shares of common stock as consideration for services. The company recorded an expense of $19,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/15/14 | 117,436 | $ - | Accredited Investor | Additional reset shares were issued to a non-affiliated accredited investor in connection with the prior conversion of $9,380 in principal and interest into 117,436 shares of common stock. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/21/14 | 3,500,000 | $ - | Accredited Investor | The company issued 3,500,000 shares of common stock as consideration for fees. The company recorded an expense of $45,500 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/21/14 | 1,500,000 | $ - | Accredited Investor | The company issued 1,500,000 shares of common stock as consideration for fees. The company recorded an expense of $30,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
1/31/14 | 3,472,222 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 3,472,222 shares of common stock at $0.0072 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
2/7/14 | 1,000,000 | $ - | Accredited Investor | The company issued 1,000,000 shares of common stock as consideration for fees. The company recorded an expense of $9,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
2/24/14 | 4,615,385 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
3/12/14 | 4,615,385 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $30,000 in principal and interest into 4,615,385 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
4/7/14 | 2,936,314 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $19,086 in principal and interest into 2,936,314 shares of common stock at $0.0065 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
4/7/14 | 5,383,007 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $17,764 in principal and interest into 5,383,007 shares of common stock at $0.0033 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
6/2/14 | 5,000,000 | $ - | Accredited Investor | The company issued 5,000,000 shares of common stock as consideration for services. The company recorded an expense of $30,000 in connection with this issuance. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
6/25/14 | 5,138,746 | $ - | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $25,000 in principal and interest into 5,138,746 shares of common stock at $0.004865 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | |||||||||||||||
7/14/14 | 2,500,000 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $11,000 in principal and interest into 2,500,000 shares of common stock at $0.0044 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
7/24/14 | 1,149,425 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $5,000 in principal and interest into 1,149,425 shares of common stock at $0.00435 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
8/1/14 | 3,416,764 | Accredited Investor | A non-affiliated accredited investor converted a promissory note in the amount of $8,456 in principal and interest into 3,416,764 shares of common stock at $0.002475 per share. These shares were exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||
8/26/14 | 1,200,000 | $ - | Accredited Investor | The Company sold 1,200,000 shares of common stock to an affiliated accredited investor at $0.00833 per share. These shares were exempt from registration under Section 4(2) of the Securities Act | |||||||||||||||
76,036,894 | $ 116,000 | ||||||||||||||||||
* There were no underwriters associated with any of our Sales of Unregistered Securities. | |||||||||||||||||||
Warrant Activity | ' | ||||||||||||||||||
Weighted Avg. | |||||||||||||||||||
Number | Exercise Price | ||||||||||||||||||
Outstanding, August 31, 2012 | - | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 7,000,000 | 0.012 | |||||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | - | |||||||||||||||||
Expired/Retired | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Issued | 23,583,333 | 0.011 | |||||||||||||||||
Outstanding, August 31, 2014 | 30,583,333 | 0.011 | |||||||||||||||||
Fair-Value of Warrants | ' | ||||||||||||||||||
For the Year Ended August 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Volatility | 104% - 444% | 97.2% to 97.9% | |||||||||||||||||
Risk free rate | 0.25% | 0.38% | |||||||||||||||||
Expected dividends | None | None | |||||||||||||||||
Expected term (in years) | 2 to 5 years | 3 to 4 years | |||||||||||||||||
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 | Jul-17 | |||||||||||||||
Outstanding, August 31, 2013 | 7,000,000 | ||||||||||||||||||
First quarter of fiscal 2014 | 4,500,000 | $ 0.012 | 3 years | Nov-17 | |||||||||||||||
Second quarter of fiscal 2014 | 5,500,000 | $ 0.017 | 2 to 3 years | Dec 2015 to Dec 2016 | |||||||||||||||
Third quarter of fiscal 2014 | 9,583,333 | $ 0.012 | 5 years | May-19 | |||||||||||||||
Fourth quarter of fiscal 2014 | 4,000,000 | $ 0.007 | 2 years | Aug-16 | |||||||||||||||
Outstanding, August 31, 2014 | 30,583,333 | ||||||||||||||||||
Stock Options | ' | ||||||||||||||||||
Weighted Average | |||||||||||||||||||
Number of | Option Price | Exercise Price | |||||||||||||||||
Options Granted | Per Share | Per Share | |||||||||||||||||
Outstanding, August 31, 2012 | 297,085 | $0.12 - $5.16 | $ | 1.43 | |||||||||||||||
Granted | — | — | $ | — | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||||
Cancelled | (80,000 | ) | $1.60 - $5.16 | $ | 2.42 | ||||||||||||||
Outstanding, August 31, 2013 | 217,085 | $0.12 - $2.00 | $ | 1.12 | |||||||||||||||
Granted | 6,120,000 | $0.015 - $0.016 | $ | 0.02 | |||||||||||||||
Exercised | — | — | $ | — | |||||||||||||||
Cancelled | (163,335 | ) | $1.04 - $2.00 | $ | 1.38 | ||||||||||||||
Outstanding, August 31, 2014 | 6,173,750 | $0.12 - $2.00 | $ | 0.016 | |||||||||||||||
Average Intrinsic Value of Options | ' | ||||||||||||||||||
Options | Options | ||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||
Number of options | 6,173,750 | 6,173,750 | |||||||||||||||||
Aggregate intrinsic value of options | $ | — | $ | — | |||||||||||||||
Weighted average remaining contractual term (years) | 9.23 | 9.23 | |||||||||||||||||
Weighted average exercise price | $ | 0.016 | $ | 0.016 |
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||
Business Segments | ' | ||||||||||||||||||||||||||||||
Below are the segment assets as of August 31, 2014. | |||||||||||||||||||||||||||||||
As of August 31, 2014 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Med. Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 9,336 | $ | (110 | ) | $ | 1,000 | $ | 7,278 | $ | 17,504 | ||||||||||||||||||||
Accounts receivable (net) | 213,399 | — | — | — | 213,399 | ||||||||||||||||||||||||||
Inventory | — | 31,271 | — | — | 31,271 | ||||||||||||||||||||||||||
Prepaid expenses and other current assets | — | — | — | 9,307 | 9,307 | ||||||||||||||||||||||||||
Prepaid commissions and finders' fees | — | — | — | 3,152 | 3,152 | ||||||||||||||||||||||||||
Total current assets | 222,735 | 31,161 | 1,000 | 19,737 | 274,633 | ||||||||||||||||||||||||||
Property and equipment (net) | 21,287 | 17,893 | — | 787 | 39,967 | ||||||||||||||||||||||||||
Deposits and other assets | 2,082 | 12,500 | — | — | 14,582 | ||||||||||||||||||||||||||
Goodwill | 564,075 | 1,217,704 | — | — | 1,781,779 | ||||||||||||||||||||||||||
Patents, registrations (net of amortization) | — | 24,497 | — | — | 24,497 | ||||||||||||||||||||||||||
Total assets | $ | 810,179 | $ | 1,303,755 | $ | 1,000 | $ | 20,524 | $ | 2,135,458 | |||||||||||||||||||||
Below are the segment assets as of August 31, 2013. | |||||||||||||||||||||||||||||||
As of August 31, 2013 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Med. Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 41,985 | $ | (2,742 | ) | $ | — | $ | 213 | $ | 39,456 | ||||||||||||||||||||
Accounts receivable (net) | 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 | 62,354 | — | 1,488 | 218,222 | ||||||||||||||||||||||||||
Property and equipment (net) | 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 | $ | 1,342,189 | $ | — | $ | 2,610 | $ | 2,033,850 | |||||||||||||||||||||
Below are the statements of operations for the reporting periods presented. | |||||||||||||||||||||||||||||||
For the Year Ended August 31, 2014 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Medical Products | Corporate | ||||||||||||||||||||||||||||
Segment | Segment | Segment | Overhead | Totals | |||||||||||||||||||||||||||
Revenues | $ | 3,677,475 | $ | — | $ | — | $ | — | $ | 3,677,475 | |||||||||||||||||||||
Cost of revenues | 3,016,221 | 46,843 | — | — | 3,063,064 | ||||||||||||||||||||||||||
Gross profit | 661,254 | (46,843 | ) | — | — | 614,411 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||
General and administrative | 487,509 | 25,371 | 329 | 620,222 | 1,133,431 | ||||||||||||||||||||||||||
Research and development expense | — | 30,000 | — | — | 30,000 | ||||||||||||||||||||||||||
Depreciation and amortization | 12,793 | 9,691 | — | 335 | 22,819 | ||||||||||||||||||||||||||
Total operating expenses | 500,302 | 65,062 | 329 | 620,557 | 1,186,250 | ||||||||||||||||||||||||||
Loss from operations | 160,952 | (111,905 | ) | (329 | ) | (620,557 | ) | (571,839 | ) | ||||||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||||
Interest and finance charges | (232,573 | ) | (11,337 | ) | — | (561,708 | ) | (805,618 | ) | ||||||||||||||||||||||
Other income (expenses) | 73,282 | 66,049 | — | — | 139,331 | ||||||||||||||||||||||||||
Total other income (expense) | (188,039 | ) | 51,573 | — | (699,266 | ) | (835,732 | ) | |||||||||||||||||||||||
Loss from operations | $ | (27,087 | ) | $ | (60,332 | ) | $ | (329 | ) | $ | (1,319,823 | ) | $ | (1,407,571 | ) | ||||||||||||||||
Below are the statements of operations for the reporting periods presented. | |||||||||||||||||||||||||||||||
For the Year Ended August 31, 2013 | |||||||||||||||||||||||||||||||
Personal Care | Medical Device | Medical Products | Corporate | ||||||||||||||||||||||||||||
Segment | 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 | 49,431 | — | 231,653 | 329,523 | ||||||||||||||||||||||||||
Depreciation and amortization | 1,049 | 4,048 | — | 358 | 5,455 | ||||||||||||||||||||||||||
Total operating expenses | 49,488 | 53,479 | — | 232,011 | 334,978 | ||||||||||||||||||||||||||
Loss from operations | 9,052 | (63,472 | ) | — | (232,011 | ) | (286,431 | ) | |||||||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||||||||||
Interest and finance charges | (10,000 | ) | (1,877 | ) | — | (22,304 | ) | (34,181 | ) | ||||||||||||||||||||||
Other income (expenses) | — | 126 | — | 3,364 | 3,490 | ||||||||||||||||||||||||||
Total other income (expense) | (10,000 | ) | (1,751 | ) | — | (355,133 | ) | (366,884 | ) | ||||||||||||||||||||||
Loss from operations | $ | (948 | ) | $ | (65,223 | ) | $ | — | $ | (587,144 | ) | $ | (653,315 | ) | |||||||||||||||||
Statement_of_Cash_Flows_Tables
Statement of Cash Flows (Tables) | 12 Months Ended | ||||
Aug. 31, 2014 | |||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||
Supplemental Non-cash Investing and Financing Activities | ' | ||||
Amount | |||||
On September 11, 2013, the Company issued 1,000,000 S-8 shares of common stock in payment for a investor relations consulting contract. | 11,500 | ||||
On October 2, 2013, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $25,000 related to that transaction. | 25,000 | ||||
On October 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $15,620. | 15,620 | ||||
On November 5, 2013 and November 8, 2013, the Company issued a total of 3,000,000 warrants to a non-related party as additional compensation for an operating capital investment. | 14,805 | ||||
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $12,069. | 12,069 | ||||
On December 3, 2013, the Company recorded a loss on conversion of a convertible promissory note in the amount of $9,720. | 9,720 | ||||
On December 3, 2013, the Company issued a total of 1,000,000 warrants as additional compensation. | 5,992 | ||||
On December 20, 2013, the Company issued a total of 3,000,000 warrants as additional compensation. | 7,746 | ||||
On January 3, 2014, the Company issued 2,000,000 shares of common stock in payment for a services contract. | 22,000 | ||||
On January 13, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $26,154. | 26,154 | ||||
On January 14, 2014, the Company issued 1,000,000 shares of common stock as partial compensation for a investor relations contract. | 19,000 | ||||
On January 21, 2014, the Company issued 3,500,000 shares of common stock as additional compensation for finder’s fees. | 45,500 | ||||
On January 21, 2014, the Company issued 1,500,000 shares of common stock as additional compensation for finder’s fees. | 30,000 | ||||
On January 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $16,667. | 16,667 | ||||
On February 7, 2014, the Company issued 1,000,000 shares of common stock as additional compensation for finder’s fees. | 9,000 | ||||
On February 7, 2014, the Company issued 3,000,000 shares of common stock as additional compensation for finder’s fees. | 5,151 | ||||
On February 24, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $2,308. | 2,308 | ||||
On March 19, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 26,500 | ||||
On March 31, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,000. | 30,000 | ||||
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,468. | 1,468 | ||||
On April 6, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $30,683 | 30,683 | ||||
On April 8, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 50,000 | ||||
On April 25, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 12,445 | ||||
On May 21, 2014 the Company recorded a discount for the issuance of 9,583,333 warrants in connection with the issuance of a convertible note. | 38,322 | ||||
On June 2, 2014, the Company issued 5,000,000 shares of common stock as payments on a services contract. | 28,500 | ||||
On July 14, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,500. | 1,500 | ||||
On July 24, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $4,885. | 4,885 | ||||
On July 16, 2014, the Company recorded a beneficial conversion feature on the issuance of a convertible note. | 26,500 | ||||
On August 1, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $16,828. | 16,828 | ||||
On August 26, 2014, the Company recorded a loss on conversion of a convertible promissory note in the amount of $1,784. | 1,784 | ||||
On May 21, 2014 the Company recorded a discount for the issuance of 4,000,000 warrants in connection with the issuance of a convertible note. | 10,177 | ||||
Total non-cash transactions from investing and financing activities. | $ | 557,824 | |||
For the year ended August 31, 2013, these supplemental non-cash investing and financing activities are summarized as follows: | |||||
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 | |||
Description_of_Company_Details
Description of Company (Details) (USD $) | 9 Months Ended |
31-May-14 | |
Description Of Company Details | ' |
Debt relief | $90,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Property and Equipment (Details) (USD$) | 12 Months Ended |
Aug. 31, 2014 | |
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 - Goodwill (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Goodwill | $1,781,779 | $1,696,425 |
Angels of Mercy, Inc. | ' | ' |
Goodwill | 564,075 | ' |
Fair value exceeds the carrying value of goodwill | 50.00% | ' |
Dotolo Research Corporation | ' | ' |
Goodwill | $1,217,704 | ' |
Fair value exceeds the carrying value of goodwill | 38.00% | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Net Loss Per Common Share -Basic and Diluted (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Summary Of Significant Accounting Policies - Net Loss Per Common Share -Basic And Diluted Details | ' | ' |
Continuing operations | ($1,407,571) | ($653,459) |
Discontinued operations | 95,528 | -14 |
Net loss attributable to common shareholders | ($1,312,043) | ($653,473) |
Weighted average shares outstanding | 102,556,908 | 61,864,435 |
Loss per common share, basic and diluted: | ($0.01) | ($0.01) |
Continuing operations | ($0.01) | ($0.01) |
Discontinued operations | $0 | $0 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Net Loss Per Common Share - Dilutive Securities (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Description | ' | ' |
Convertible preferred stock | 78,564 | 58,628,531 |
Convertible notes payable | 98,383,460 | 1,383,460 |
Options | $6,173,750 | $217,085 |
Warrants | 30,583,333 | 7,000,000 |
Total potentially dilutive securities | 135,219,107 | 67,229,076 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Notes Payable Details Narrative 4 | ' |
Amount needed to fund operations | $1,500,000 |
Amount needed to fund overhead | $500,000 |
Acquisitions_Details_Narrative
Acquisitions (Details Narrative) (USD $) | 0 Months Ended |
Mar. 22, 2013 | |
Series D 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, 2014 |
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 |
Intangible assets | 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 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 |
Amian Health Services | ' |
Cash and cash equivalents | 8,646 |
Property and equipment | 6,000 |
Purchased Goodwill | 85,354 |
Total assets acquired | $100,000 |
Acquisitions_Additional_Detail
Acquisitions Additional (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended |
Dec. 10, 2013 | Aug. 31, 2013 | |
Acquisitions Additional Details Narrative | ' | ' |
Proceeds Stock received during Acquisition | ' | $650,000 |
Down payment received | 75,000 | 100,000 |
Promissory note for sale of stock | 25,000 | 550,000 |
Warrants issued | ' | 1,000,000 |
Exercise price | ' | $0.02 |
Broker fees | ' | $65,000 |
Discountinued_Operations_Detai
Discountinued Operations (Details) (USD $) | 15 Months Ended | |
31-May-14 | Aug. 31, 2014 | |
Discountinued Operations Details | ' | ' |
Promissory note | ' | $50,000 |
Legal Billings | ' | 145,522 |
Payments, monthly | $4,257 | ' |
Discountinued_Operations_Detai1
Discountinued Operations (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Operating expenses: | ' | ' |
General and administrative | $36 | $14 |
Depreciation and amortization | ' | ' |
Total operating expenses | 36 | 14 |
Loss from operations | -36 | -14 |
Other income (expense): | ' | ' |
Total other income (expense) | ' | ' |
Loss from discontinued operations | -36 | -14 |
Gain on disposal of discontinued operations | 95,564 | ' |
Loss from discontinued operations | 95,528 | -14 |
Less loss attributable to noncontrolling interest | ' | ' |
Net loss from discontinued operations | $95,528 | ($14) |
Inventory_Details_Narrative
Inventory (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Inventory | $31,271 | $31,271 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Property And Equipment Details Narrative | ' | ' |
Furniture | $12,688 | $10,388 |
Office Equipment | 12,962 | 10,800 |
Computers | 22,321 | 19,905 |
Software | 3,497 | 3,497 |
Leasehold improvements | ' | 29,000 |
Equipment | 16,763 | 16,763 |
Total property and equipment at cost | 68,231 | 90,353 |
Less: accumulated depreciation and amortization | -28,264 | -11,820 |
Property and equipment (net of accumulated depreciation of $28,264 and $11,820) | $39,967 | $78,533 |
Leases_Details
Leases (Details) (USD $) | Aug. 31, 2014 |
Leases Details | ' |
2015 | $51,312 |
2016 | 51,312 |
2017 | 51,312 |
2018 | 51,312 |
2019 | 8,552 |
Totals | $213,800 |
Leases_Details_Narrative
Leases (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Leases [Abstract] | ' | ' |
Rent Expense | $80,329 | $15,500 |
Goodwill_Patents_and_Other_Int1
Goodwill, Patents and Other Intangible Assets (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Patents and Registrations | $122,479 |
Accumulated Amortization | 97,983 |
Amortization Expense | $6,124 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Total unsecured convertible notes payable | $436,308 | $360,025 |
Convertible Note 1 | ' | ' |
Total unsecured convertible notes payable | 100,000 | 125,000 |
Interest rate | 8.00% | ' |
Maturity date | 31-Aug-14 | ' |
Convertible Note 2 | ' | ' |
Total unsecured convertible notes payable | 189,025 | 235,025 |
Interest rate | 6.00% | ' |
Maturity date | 30-Sep-13 | ' |
Convertible Note 3 | ' | ' |
Total unsecured convertible notes payable | 11,980 | ' |
Interest rate | 8.00% | ' |
Maturity date | 19-Mar-15 | ' |
Convertible Note 4 | ' | ' |
Total unsecured convertible notes payable | 19,863 | ' |
Interest rate | 12.00% | ' |
Maturity date | 8-Apr-15 | ' |
Convertible Note 5 | ' | ' |
Total unsecured convertible notes payable | 21,260 | ' |
Interest rate | 12.00% | ' |
Maturity date | 25-Oct-15 | ' |
Convertible Note 6 | ' | ' |
Total unsecured convertible notes payable | 90,840 | ' |
Interest rate | 10.00% | ' |
Maturity date | 21-Feb-15 | ' |
Convertible Note 7 | ' | ' |
Total unsecured convertible notes payable | $3,340 | ' |
Interest rate | 12.00% | ' |
Maturity date | 16-Jul-15 | ' |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details 1) (USD $) | Aug. 31, 2015 | Nov. 01, 2013 |
Convertible Notes Payable Details 1 | ' | ' |
Future minimum payments | $436,308 | $50,000 |
Convertible_Notes_Payable_Deta2
Convertible Notes Payable (Details Narrative 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | ||
Beneficial conversion feature | $140,445 | |
Shares issued | 1,058,201 | |
Convertible Note 1 | ' | |
Convertible promissory note | 700,000 | |
Convertible discount | 60.00% | |
Interest accrued on promissory notes | 60,723 | |
Extended convertible promissory notes | 125,000 | [1] |
Convertible Note 2 | ' | |
Convertible promissory note | 235,025 | |
Interest rate of note | 6.00% | |
Per share conversion rate of note | $0.20 | |
Interest accrued on promissory notes | 75,297 | |
Shares issued | 8,788,171 | |
Shares issued, amount | 46,000 | |
Convertible Note 3 | ' | |
Convertible promissory note | 25,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 45.00% | |
Beneficial conversion feature | 25,000 | |
Extended convertible promissory notes | 17,074 | |
Per share conversion rate of extended notes | $0.00 | |
Interest accrued on promissory notes | 690 | |
Shares issued | 5,383,007 | |
Convertible Note 3-Additional | ' | |
Extended convertible promissory notes | 7,926 | |
Per share conversion rate of extended notes | $0.00 | |
Interest accrued on promissory notes | 530 | |
Shares issued | 3,416,764 | |
Convertible Note 4 | ' | |
Convertible promissory note | 25,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 45.00% | |
Interest accrued on promissory notes | 134 | |
Per share conversion rate of extended notes | $0.00 | |
Shares issued | 4,000,000 | |
Shares issued, amount | 15,620 | |
Convertible Note 4 Additional | ' | |
Per share conversion rate of extended notes | $0.00 | |
Shares issued | 2,008,559 | |
Shares issued, amount | 9,380 | |
Convertible Note 5 | ' | |
Convertible promissory note | 26,500 | |
Interest rate of note | 12.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | 26,500 | |
Interest accrued on promissory notes | 958 | |
Convertible Note 6 | ' | |
Convertible promissory note | 50,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 35.00% | |
Beneficial conversion feature | 50,000 | |
Interest accrued on promissory notes | 2,384 | |
Convertible Note 7 | ' | |
Convertible promissory note | 25,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 35.00% | |
Beneficial conversion feature | 25,000 | |
Interest accrued on promissory notes | 1,052 | |
Convertible Note 8 | ' | |
Convertible promissory note | 115,000 | |
Interest rate of note | 10.00% | [2] |
Per share conversion rate of note | $0.01 | |
Beneficial conversion feature | 38,322 | |
Interest accrued on promissory notes | 3,239 | |
Shares issued | 9,583,333 | |
Convertible Note 9 | ' | |
Convertible promissory note | 26,500 | |
Interest rate of note | 12.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | 26,500 | |
Interest accrued on promissory notes | $267 | |
[1] | In October 2013, the investor sold $25,000 of principal in the note to another accredited investor and currently holds a note representing the remaining $100,000 in principal. | |
[2] | This principal includes a 10% OID in the amount of $10,000. |
Notes_Payable_Related_Party_De
Notes Payable - Related Party (Details) (Convertible Related Party Notes Payable, USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Convertible Related Party Notes Payable | ' | ' |
Outstanding unsecured related party convertible notes payable | $51,600 | $56,200 |
Interest Rate | 6.00% | ' |
Accrued interest | $6,342 | ' |
Other_Notes_Payable_Details
Other Notes Payable (Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
Note payable | ' | ' |
Other Notes Payable | $1,424,311 | $949,994 |
Less: Long-term Portion | -395,675 | -811,500 |
Current Portion | 1,028,636 | 138,494 |
12% note payable due May 2014 | ' | ' |
Other Notes Payable | ' | 15,000 |
6% note due August 2015 | ' | ' |
Other Notes Payable | ' | 111,500 |
Time payment lease due January 2014 | ' | ' |
Other Notes Payable | ' | 3,311 |
Notes Payable | ' | ' |
Other Notes Payable | 15,600 | 60,600 |
Notes Payable - fee reimbursement | ' | ' |
Other Notes Payable | ' | 59,583 |
18% note payable due January 2015 (1) | ' | ' |
Other Notes Payable | 30,000 | 30,000 |
18% note payable due January 2015 (2) | ' | ' |
Other Notes Payable | 20,000 | 20,000 |
18% note payable due January 2015 (3) | ' | ' |
Other Notes Payable | 63,640 | 100,000 |
6% note payable due October 2017 | ' | ' |
Other Notes Payable | 478,207 | 550,000 |
14.5% note payable due January 2015 | ' | ' |
Other Notes Payable | 328,028 | ' |
Bank Line of credit loan | ' | ' |
Other Notes Payable | 43,885 | ' |
Merchant Loan due December 2014 | ' | ' |
Other Notes Payable | 82,737 | ' |
Merchant Loan due January 2015 | ' | ' |
Other Notes Payable | 78,400 | ' |
Merchant Loan due January 2015 | ' | ' |
Other Notes Payable | 150,545 | ' |
18% note payable due November 2014 (1) | ' | ' |
Other Notes Payable | 8,617 | ' |
18% note payable due November 2014 (2) | ' | ' |
Other Notes Payable | 8,648 | ' |
4% note payable due November 2014 | ' | ' |
Other Notes Payable | 8,473 | ' |
18% note payable due December 2014 | ' | ' |
Other Notes Payable | 71,348 | ' |
6% note payable due December 2014 | ' | ' |
Other Notes Payable | 14,765 | ' |
10% note payable due December 2014 | ' | ' |
Other Notes Payable | 9,644 | ' |
6% note payable due February 2015 | ' | ' |
Other Notes Payable | 2,742 | ' |
6% note payable due August 2015 | ' | ' |
Other Notes Payable | $15,297 | ' |
Notes_Payable_Other_Details_Na
Notes Payable - Other (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||
Mar. 18, 2014 | Mar. 11, 2014 | Feb. 07, 2014 | Jan. 03, 2014 | Dec. 20, 2013 | Dec. 18, 2013 | Nov. 27, 2013 | Nov. 05, 2013 | Nov. 01, 2013 | Oct. 01, 2013 | Sep. 16, 2013 | Jul. 26, 2013 | 23-May-13 | Mar. 17, 2013 | Feb. 27, 2013 | Apr. 30, 2012 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2015 | Dec. 03, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 31, 2014 | |
Dotolo Research Corporation | Angels of Mercy, Inc. | Angels of Mercy, Inc. #2 | Amian Health Service | |||||||||||||||||||||
Financing Agreement | $120,000 | $150,000 | ' | $4,000,000 | ' | $72,000 | $51,000 | ' | $145,523 | ' | ' | ' | ' | ' | ' | ' | $45,000 | ' | ' | $75,000 | $111,500 | ' | ' | ' |
Notes Payable | ' | ' | ' | 75,000 | ' | ' | ' | 20,000 | ' | 10,000 | 80,000 | 100,000 | 20,000 | 20,000 | 30,000 | 150,000 | 43,885 | ' | ' | 74,496 | ' | 65,000 | 550,000 | ' |
Ballon payment | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 436,308 | ' | ' | ' | 205,705 | 25,000 |
Note payable - current | ' | ' | ' | 328,028 | ' | ' | ' | ' | 8,473 | ' | ' | 63,640 | ' | ' | ' | ' | ' | ' | ' | 72,892 | ' | ' | 478,207 | ' |
Proceeds of Loan | 119,301 | 146,750 | ' | 500,000 | ' | 49,301 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | 8,500 |
Interest rate of note | ' | ' | 6.00% | 14.50% | 10.00% | ' | ' | 18.00% | 4.00% | 22.00% | 15.00% | 18.00% | 12.00% | 18.00% | 18.00% | ' | ' | ' | ' | 18.00% | 6.00% | ' | 6.00% | 6.00% |
Monthly installments | 800 | 940 | ' | 1,375 | ' | 888 | 306 | 150 | 4,257 | 183 | 861 | 6,200 | 1,867 | ' | 5,400 | 1,500 | ' | ' | ' | ' | ' | 5,417 | 9,115 | 2,152 |
Number of installments | '189 | '209 | ' | ' | ' | '82 | '180 | ' | ' | ' | '130 | ' | ' | ' | ' | '10 | ' | ' | ' | ' | ' | ' | ' | ' |
Total Payments | 151,200 | 196,500 | ' | ' | ' | 72,500 | 55,021 | ' | ' | ' | 112,000 | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 1,200 | ' | 3,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Interest | ' | ' | 277 | ' | 837 | ' | ' | ' | ' | ' | 750 | ' | ' | 990 | 1,365 | ' | 453 | ' | ' | ' | ' | ' | ' | ' |
Broker fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' |
Loan fees | ' | ' | 9,000 | ' | ' | 699 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued for debt | ' | ' | 1,500,000 | 1,000,000 | 3,000,000 | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Discount | ' | ' | ' | ' | ' | ' | ' | 14,805 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Converted debt, amount | ' | ' | $1,000,000 | $3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' |
Shares issued for debt | ' | ' | 5,151 | 5,992 | 7,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,716,229 | ' | ' | ' |
Notes_Payable_OtherDetails_Nar
Notes Payable - Other(Details Narrative 1) (USD $) | 12 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 | |
Future minimum payments | $314,743 | $87,623 | $1,038,997 |
Stockholders_Equity_Details
Stockholders Equity (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Proceeds if Shares Converted | ' | ' |
Shares Issued | 23,583,333 | ' |
Series A 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 | 0.4 | 0.4 |
Shares Converted | 0.4 | 0.4 |
Sharess Outstanding, ending balance | 0.4 | 0.4 |
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 outstanding | 129,062 |
Stockholders_Equity_Additional
Stockholders Equity Additional (Details Narrative) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 |
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 | ' | 4,500,000 |
Units Outstanding | ' | ' |
Underlying Series A preferred stock | 129,062 | 64,531 |
Underlying common stock | 129,062 | 96,797 |
Stockholders_Equity_Details_1
Stockholders Equity (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Proceeds if Shares Converted | ' | ' |
Shares Issued | 23,583,333 | ' |
Series D Preferred Stock | ' | ' |
Number of Preferred Shares | ' | ' |
Shares Outstanding, beginning balance | 58,564 | ' |
Shares Issued | 20,000 | 58,564 |
Shares Outstanding, ending balance | 78,564 | 58,564 |
Number of Common Shares Convertible | ' | ' |
Shares Issued | 20,000,000 | 58,564,000 |
Shares Outstanding, ending balance | 78,564,000 | 58,564,000 |
Proceeds if Shares Converted | ' | ' |
Amount converted, ending balance | ' | ' |
Weighted Average Exercise Price Per Common Stock | ' | ' |
Shares Issued | 80.25 | 80.25 |
Sharess Outstanding, ending balance | 80.25 | 80.25 |
Stockholders_Equity_Details_Na1
Stockholders Equity (Details Narrative 1) (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 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_2
Stockholders Equity (Details 2) (USD $) | 0 Months Ended | |||||||||||||||||||||||||||||
Feb. 07, 2014 | Jan. 21, 2014 | Jan. 03, 2014 | Sep. 13, 2013 | Aug. 31, 2014 | Aug. 26, 2014 | Aug. 01, 2014 | Jul. 24, 2014 | Jul. 14, 2014 | Jun. 25, 2014 | Jun. 02, 2014 | Apr. 08, 2014 | Apr. 07, 2014 | Mar. 12, 2014 | Feb. 14, 2014 | Jan. 31, 2014 | Jan. 15, 2014 | Jan. 14, 2014 | Jan. 13, 2014 | Dec. 03, 2013 | Oct. 03, 2013 | Sep. 12, 2013 | Sep. 10, 2013 | Aug. 08, 2013 | Jul. 17, 2013 | Jun. 17, 2013 | Feb. 08, 2013 | Jan. 06, 2013 | Oct. 15, 2012 | Aug. 26, 2012 | |
Stockholders Equity Details 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold | 1,000,000 | 3,500,000 | 2,000,000 | ' | 76,036,894 | 1,200,000 | 3,416,764 | 1,149,425 | 2,500,000 | 5,138,746 | 5,000,000 | 5,583,007 | 2,936,314 | 4,615,385 | 4,615,385 | 34,722,222 | 117,436 | 1,000,000 | 3,076,923 | 1,891,123 | 4,000,000 | 1,000,000 | 1,500,000 | 6,000,000 | 4,000,000 | 2,000,000 | 1,024,164 | 2,000,000 | 1,000,000 | 250,000 |
Additional Shares of common stock sold | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | ' | $0.01 | $0.00 | $0.00 | $0.00 | $0.00 | ' | $0.00 | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | $0.01 | $0.00 | $0.00 | ' | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.02 | $0.04 |
Proceeds from sale | ' | ' | ' | ' | 116,000 | ' | 8,456 | 5,000 | 11,000 | 25,000 | 30,000 | 17,764 | 19,086 | 30,000 | 30,000 | ' | ' | ' | ' | ' | 0 | ' | 10,000 | 36,000 | 20,000 | 10,000 | 0 | 20,000 | 20,000 | 10,000 |
Consulting Expense | $9,000 | $45,500 | $22,000 | $11,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convert Promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | $9,380 | ' | $20,000 | $9,380 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_Na2
Stockholders Equity (Details Narrative 2) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2010 | Feb. 27, 2009 |
Stockholders Equity Details Narrative 2 | ' | ' | ' | ' |
Value of 10% IUTM noncontrolling interest | ' | ' | ' | $212 |
Impairment loss on IUTM investment | ' | ' | 3,186 | ' |
Cumulative net loss attributable to noncontrolling interest | $3,734 | $3,701 | ' | ' |
Stockholders_Equity_Stock_Subs
Stockholders Equity - Stock Subscribed (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Stockholders Equity - Stock Subscribed Details Narrative | ' |
Common stock subscribed | $5,000 |
Shares issued conversion of notes payable | 1,058,201 |
Stockholders_Equity_Warrants_D
Stockholders Equity - Warrants (Details Narrative) | 12 Months Ended | 24 Months Ended | 12 Months Ended | 24 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | |
Minimum | Minimum | Maximum | Maximum | |||
Outstanding Warrants | 30,583,333 | 7,000,000 | ' | ' | ' | ' |
Warrants issued | 23,583,333 | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | 0.011 | 0.012 | ' | ' | ' | ' |
Votality | ' | ' | 104.00% | 97.20% | 444.00% | 97.90% |
Risk free rate | ' | ' | 0.25% | 0.38% | ' | ' |
Expected dividends | ' | ' | ' | ' | ' | ' |
Exepected Term | ' | ' | '2 years | '3 years | '5 years | '4 years |
Stockholders_Equity_Warrants_D1
Stockholders Equity- Warrants (Details Narrative 1) (USD $) | 12 Months Ended | |||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | 30-May-14 | Feb. 27, 2014 | Nov. 30, 2013 | |
Stockholders Equity- Warrants Details Narrative 1 | ' | ' | ' | ' | ' | ' |
Shares authorized under stock option plans | 30,583,333 | 7,000,000 | 4,000,000 | 9,583,333 | 5,500,000 | 4,500,000 |
Weighted Average Exercise Price | $0.01 | $0.01 | $0.01 | $0.01 | $0.02 | $0.01 |
Share compensation expense | $91,163 | ' | ' | ' | ' | ' |
Stockholders_Equity_2000_Stock
Stockholders Equity - 2000 Stock Incentatvie Plan (Details) (USD $) | 12 Months Ended | |||||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Dec. 20, 2014 | Aug. 31, 2014 | Dec. 13, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Feb. 28, 2000 | |
Option Outstanding | Options Exercisable | Stock Incentative Plan | Stock Incentative Plan | Stock Incentative Plan | Stock Incentative Plan | Stock Incentative Plan | Stock Incentative Plan | |||
Number | Number | |||||||||
Shares authorized | ' | ' | ' | ' | 20,000 | 485,253 | 6,100,000 | ' | ' | 7,500,000 |
Shares for future issuance | ' | ' | ' | ' | ' | 6,120,000,000 | ' | ' | ' | ' |
Number of options | ' | ' | 6,173,750 | 6,173,750 | ' | 6,173,750 | ' | 217,085 | 297,085 | ' |
Weighted average remaining contractual term (years) | ' | ' | 9.23 | 9.23 | ' | ' | ' | ' | ' | ' |
Weighted average exercise price | ' | ' | $0.02 | $0.02 | $0.02 | ' | $0.02 | ' | ' | ' |
Stock based compensation | $91,163 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_2000_Stock1
Stockholders Equity - 2000 Stock Incentatvie Plan (Details 1) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Number of Options Granted | ' | ' |
Shares Granted | 23,583,333 | ' |
Stock Incentative Plan | ' | ' |
Number of Options Granted | ' | ' |
Shares Outstanding, beginning balance | 217,085 | 297,085 |
Shares Granted | 6,120,000 | ' |
Shares Cancelled | -163,335 | -80,000 |
Shares Outstanding, ending balance | 6,173,750 | 217,085 |
Stockholders_Equity_2013_Omnib
Stockholders Equity - 2013 Omnibus (Details) (Omnibus) | Aug. 31, 2014 | Aug. 31, 2013 |
Omnibus | ' | ' |
Shares authorized | ' | 10,000,000 |
Shares for future issuance | 8,000,000 | ' |
Business_Segments_Balance_Shee
Business Segments - Balance Sheet(Details) (USD $) | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Cash and cash equivalents | $17,504 | $39,456 | $1,931 |
Accounts receivable | 213,399 | 108,319 | ' |
Inventory | 31,271 | 31,271 | ' |
Prepaid expenses and other current assets | 9,307 | 39,176 | ' |
Prepaid commissions and finders' fees | 3,152 | ' | ' |
Total current assets | 274,633 | 218,222 | ' |
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 39,967 | 78,533 | ' |
Deposits and other assets | 14,582 | 10,050 | ' |
Goodwill | 1,781,779 | 1,696,425 | ' |
Patents, registrations (net of amortization of $94,921 and $91,859) | 24,497 | 30,620 | ' |
Total assets | 2,135,458 | 2,033,850 | ' |
Personal Care Segment | ' | ' | ' |
Cash and cash equivalents | 9,336 | 41,985 | ' |
Accounts receivable | 213,399 | 104,544 | ' |
Inventory | ' | ' | ' |
Prepaid expenses and other current assets | ' | 7,851 | ' |
Prepaid commissions and finders' fees | ' | ' | ' |
Total current assets | 222,735 | 154,380 | ' |
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 21,287 | 55,950 | ' |
Deposits and other assets | 2,082 | ' | ' |
Goodwill | 564,075 | 478,721 | ' |
Patents, registrations (net of amortization of $94,921 and $91,859) | ' | ' | ' |
Total assets | 810,179 | 689,051 | ' |
Medical Device Segment | ' | ' | ' |
Cash and cash equivalents | -110 | -2,742 | ' |
Accounts receivable | ' | 3,775 | ' |
Inventory | 31,271 | 31,271 | ' |
Prepaid expenses and other current assets | ' | 30,050 | ' |
Prepaid commissions and finders' fees | ' | ' | ' |
Total current assets | 31,161 | 62,354 | ' |
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 17,893 | 21,461 | ' |
Deposits and other assets | 12,500 | 10,050 | ' |
Goodwill | 1,217,704 | 1,217,704 | ' |
Patents, registrations (net of amortization of $94,921 and $91,859) | 24,497 | 30,620 | ' |
Total assets | 1,303,755 | 1,342,189 | ' |
Medical Products Segment | ' | ' | ' |
Cash and cash equivalents | 1,000 | ' | ' |
Accounts receivable | ' | ' | ' |
Inventory | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' |
Prepaid commissions and finders' fees | ' | ' | ' |
Total current assets | 1,000 | ' | ' |
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | ' | ' | ' |
Deposits and other assets | ' | ' | ' |
Goodwill | ' | ' | ' |
Patents, registrations (net of amortization of $94,921 and $91,859) | ' | ' | ' |
Total assets | 1,000 | ' | ' |
Corporate Overhead | ' | ' | ' |
Cash and cash equivalents | 7,278 | 213 | ' |
Accounts receivable | ' | ' | ' |
Inventory | ' | ' | ' |
Prepaid expenses and other current assets | 9,307 | 1,275 | ' |
Prepaid commissions and finders' fees | 3,152 | ' | ' |
Total current assets | 19,737 | 1,488 | ' |
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 787 | 1,122 | ' |
Deposits and other assets | ' | ' | ' |
Goodwill | ' | ' | ' |
Patents, registrations (net of amortization of $94,921 and $91,859) | ' | ' | ' |
Total assets | $20,524 | $2,610 | ' |
Business_Segments_Business_Seg
Business Segments - Business Segments (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenues | $3,677,475 | $244,246 |
Cost of revenues | 3,063,064 | 195,699 |
Gross profit | 614,411 | 48,547 |
Operating expenses: | ' | ' |
General and administrative | 1,133,431 | 329,667 |
Depreciation and amortization | 22,819 | 5,455 |
Total operating expenses | 1,186,250 | 334,978 |
Loss from operations | -1,407,571 | -653,459 |
Other income (expense): | ' | ' |
Interest and finance charges | -805,618 | -34,181 |
Other income (expenses) | 139,331 | 3,490 |
Total other income (expense) | -835,732 | -366,884 |
Personal Care Segment | ' | ' |
Revenues | 3,677,475 | 215,248 |
Cost of revenues | 3,016,221 | 156,708 |
Gross profit | 661,254 | 58,540 |
Operating expenses: | ' | ' |
General and administrative | 487,509 | 48,439 |
Depreciation and amortization | 12,793 | 1,049 |
Total operating expenses | 500,302 | 49,488 |
Loss from operations | -27,087 | -948 |
Other income (expense): | ' | ' |
Interest and finance charges | -232,573 | -10,000 |
Other income (expenses) | 73,282 | ' |
Total other income (expense) | -188,039 | -10,000 |
Medical Device Segment | ' | ' |
Revenues | ' | 28,998 |
Cost of revenues | 46,843 | 38,991 |
Gross profit | -46,843 | -9,993 |
Operating expenses: | ' | ' |
General and administrative | 25,371 | 49,431 |
Depreciation and amortization | 9,691 | 4,048 |
Total operating expenses | 65,062 | 53,479 |
Loss from operations | -60,332 | -65,223 |
Other income (expense): | ' | ' |
Interest and finance charges | -11,337 | -1,877 |
Other income (expenses) | 66,049 | 126 |
Total other income (expense) | 51,573 | -1,751 |
Corporate Overhead | ' | ' |
Revenues | ' | ' |
Cost of revenues | ' | ' |
Gross profit | ' | ' |
Operating expenses: | ' | ' |
General and administrative | 620,222 | 231,653 |
Depreciation and amortization | 335 | 358 |
Total operating expenses | 620,557 | 232,011 |
Loss from operations | -1,319,823 | -587,144 |
Other income (expense): | ' | ' |
Interest and finance charges | -561,708 | -22,304 |
Other income (expenses) | ' | 3,364 |
Total other income (expense) | ($699,266) | ($355,133) |
Business_Segments_Business_Seg1
Business Segments - Business Segments (Details) (USD $) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Revenues | $3,677,475 | $244,246 |
Cost of revenues | 3,063,064 | 195,699 |
Gross profit | 614,411 | 48,547 |
General and administrative | 1,133,431 | 329,667 |
Research and development expense | 30,000 | ' |
Depreciation and amortization | 22,819 | 5,455 |
Total operating expenses | 1,186,250 | 334,978 |
Loss from operations | -571,839 | -286,431 |
Interest and finance charges | -805,618 | -34,181 |
Other income (expenses) | 139,331 | 3,490 |
Total other income (expense) | -835,732 | -366,884 |
Loss from operations | -1,407,571 | -653,459 |
Personal Care Segment | ' | ' |
Revenues | 3,677,475 | 215,248 |
Cost of revenues | 3,016,221 | 156,708 |
Gross profit | 661,254 | 58,540 |
General and administrative | 487,509 | 48,439 |
Research and development expense | ' | ' |
Depreciation and amortization | 12,793 | 1,049 |
Total operating expenses | 500,302 | 49,488 |
Loss from operations | 160,952 | 9,052 |
Interest and finance charges | -232,573 | -10,000 |
Other income (expenses) | 73,282 | ' |
Total other income (expense) | -188,039 | -10,000 |
Loss from operations | -27,087 | -948 |
Medical Device Segment | ' | ' |
Revenues | ' | 28,998 |
Cost of revenues | 46,843 | 38,991 |
Gross profit | -46,843 | -9,993 |
General and administrative | 25,371 | 49,431 |
Research and development expense | 30,000 | ' |
Depreciation and amortization | 9,691 | 4,048 |
Total operating expenses | 65,062 | 53,479 |
Loss from operations | -111,905 | -63,472 |
Interest and finance charges | -11,337 | -1,877 |
Other income (expenses) | 66,049 | 126 |
Total other income (expense) | 51,573 | -1,751 |
Loss from operations | -60,332 | -65,223 |
Medical Products Segment | ' | ' |
Revenues | ' | ' |
Cost of revenues | ' | ' |
Gross profit | ' | ' |
General and administrative | 329 | ' |
Research and development expense | ' | ' |
Depreciation and amortization | ' | ' |
Total operating expenses | 329 | ' |
Loss from operations | -329 | ' |
Interest and finance charges | ' | ' |
Other income (expenses) | ' | ' |
Total other income (expense) | ' | ' |
Loss from operations | -329 | ' |
Corporate Overhead | ' | ' |
Revenues | ' | ' |
Cost of revenues | ' | ' |
Gross profit | ' | ' |
General and administrative | 620,222 | 231,653 |
Research and development expense | ' | ' |
Depreciation and amortization | 335 | 358 |
Total operating expenses | 620,557 | 232,011 |
Loss from operations | -620,557 | -232,011 |
Interest and finance charges | -561,708 | -22,304 |
Other income (expenses) | ' | 3,364 |
Total other income (expense) | -699,266 | -355,133 |
Loss from operations | ($1,319,823) | ($587,144) |
Income_Taxes_Income_Tax_Benefi
Income Taxes - Income Tax Benefit (Details) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Deferred: | ' | ' |
Federal | ($956,000) | ($296,000) |
Income Tax Benefit. gross | -956,000 | -296,000 |
Less : Valuation Allowance | 956,000 | 296,000 |
Income Tax Benefit, net | ' | ' |
Income_Taxes_Statutory_Income_
Income Taxes - Statutory Income Tax Rate (Details) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
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, 2014 | Aug. 31, 2013 |
Deferred tax assets (liabilities): | ' | ' |
Property and equipment | ($1,000) | ($1,000) |
Intangible assets | 156,000 | 167,000 |
General business credits | 140,000 | 140,000 |
Net operating loss carryforward | 8,785,000 | 9,730,000 |
Deferred Tax Asset, Gross | 9,080,000 | 10,036,000 |
Valuation allowance | -9,080,000 | -10,036,000 |
Deferred Tax Asset, Net | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Federal net operating loss carryforward | $25,100,000 | ' |
Business credit loss carryforward | 140,000 | ' |
Loss carry forward limitiation | 9,000 | ' |
Valuation Allowance | 9,080,000 | 10,036,000 |
Valuation Allowance Current Year | $956,000 | $296,000 |
Statement_of_Cash_Flows_Detail
Statement of Cash Flows (Details 1) (USD $) | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Issued shares of common stock in payment for a investor relations consulting contract | $11,500 | ' |
Conversion expense nonrelated party notes | 25,000 | ' |
Loss on related party conversion of note payable | 15,620 | 10,241 |
Discount on convertible note | 10,177 | ' |
Director and officer insurance premium note payable | ' | 10,404 |
issued a total of 3,000,000 warrants to a non-related party as additional compensation | 14,805 | ' |
Issued shares of common stock in payment for a services contract | ' | 8,000 |
Beneficial conversion feature on issuance of convertible note | 140,445 | ' |
Issued a total of 9,583,333 warrants for issuance of convertible debt | 38,322 | ' |
Consideration for Acquisition | ' | 22,586 |
Warrants issued for finder's fee | ' | 137,406 |
Total noncash transactions from investing and financing activities | 557,824 | 188,637 |
Loss on conversion of promissory note #1 | ' | ' |
Loss on conversion of convertible debt | 12,069 | ' |
Beneficial conversion feature on issuance of convertible note | 26,500 | ' |
Loss on conversion of promissory note #2 | ' | ' |
Loss on conversion of convertible debt | 9,720 | ' |
Beneficial conversion feature on issuance of convertible note | 50,000 | ' |
Loss on conversion of promissory note #3 | ' | ' |
Loss on conversion of convertible debt | 26,154 | ' |
Beneficial conversion feature on issuance of convertible note | 12,445 | ' |
Loss on conversion of promissory note #4 | ' | ' |
Loss on conversion of convertible debt | 16,667 | ' |
Beneficial conversion feature on issuance of convertible note | 26,500 | ' |
Loss on conversion of promissory note #5 | ' | ' |
Loss on conversion of convertible debt | 2,308 | ' |
Warrants for additional compensation #2 | ' | ' |
Issued warrants Additional Compensation | 5,992 | ' |
Warrants for additional compensation #3 | ' | ' |
Issued warrants Additional Compensation | 7,746 | ' |
Common stock for finder fees #1 | ' | ' |
Issued warrants Additional Compensation | 45,500 | ' |
Common stock for finder fees #2 | ' | ' |
Issued warrants Additional Compensation | 30,000 | ' |
Common stock for finder fees #3 | ' | ' |
Issued warrants Additional Compensation | 9,000 | ' |
Common stock for finder fees #4 | ' | ' |
Issued warrants Additional Compensation | 5,151 | ' |
Common stock for a investor relations contract #1 | ' | ' |
Issued warrants Additional Compensation | 11,500 | ' |
Common stock for a investor relations contract #2 | ' | ' |
Issued warrants Additional Compensation | 19,000 | ' |
Loss on conversion of promissory note #6 | ' | ' |
Loss on conversion of convertible debt | 30,000 | ' |
Loss on conversion of promissory note #8 | ' | ' |
Loss on conversion of convertible debt | 1,468 | ' |
Loss on conversion of promissory note #9 | ' | ' |
Loss on conversion of convertible debt | 30,683 | ' |
Loss on conversion of promissory note #10 | ' | ' |
Loss on conversion of convertible debt | 1,500 | ' |
Payments on a service contract #1 | ' | ' |
Issued shares of common stock in payment for a services contract | 22,000 | ' |
Payments on a service contract #2 | ' | ' |
Issued shares of common stock in payment for a services contract | 28,500 | ' |
Loss on conversion of promissory note #11 | ' | ' |
Loss on conversion of convertible debt | 4,885 | ' |
Loss on conversion of promissory note #12 | ' | ' |
Loss on conversion of convertible debt | 16,828 | ' |
Loss on conversion of promissory note #13 | ' | ' |
Loss on conversion of convertible debt | $1,784 | ' |
Statement_of_Cash_Flows_Detail1
Statement of Cash Flows (Details 1) (Parenthetical) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2013 | Aug. 01, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | |
Angels of Mercy, Inc. | Warrants for additional compensation #1 | Warrants for additional compensation #2 | Warrants for additional compensation #3 | Common stock for finder fees #1 | Common stock for finder fees #2 | Common stock for finder fees #3 | Common stock for finder fees #4 | Common stock for a investor relations contract #1 | Common stock for a investor relations contract #2 | Payments on a service contract #1 | Payments on a service contract #2 | ||
Warrants Issued | 6,000,000 | 1,000,000 | 1,500,000 | 1,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | ' | 3,500,000 | 1,500,000 | 1,000,000 | 3,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | 5,000,000 |
Employment_Agreements_Details_
Employment Agreements (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Mar. 22, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | |
CEO | CEO | CEO | CFO | CFO | CFO | Angels of Mercy | Medical Products Segment | |
Base Salary | ' | ' | ' | ' | ' | ' | $52,000 | $85,000 |
Officer's Salary | 120,000 | 101,250 | 0 | 58,000 | 80,066 | 80,225 | 59,615 | 10,625 |
Benefits | 1,250 | ' | ' | 500 | ' | ' | 400 | 1,300 |
Salary Increase | ' | ' | ' | ' | $80,000 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended |
Aug. 31, 2014 | |
Service Agreement #1 | ' |
Service Agreement | $60,000 |
Share issued | 5,000,000 |
Service Agreement #2 | ' |
Service Agreement | $30,000 |
Share issued | 3,000,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 12 Months Ended | 15 Months Ended | ||||||||||||||||
Mar. 18, 2014 | Mar. 11, 2014 | Feb. 07, 2014 | Jan. 03, 2014 | Dec. 20, 2013 | Dec. 18, 2013 | Nov. 27, 2013 | Nov. 05, 2013 | Nov. 01, 2013 | Oct. 01, 2013 | Sep. 16, 2013 | Jul. 26, 2013 | 23-May-13 | Mar. 17, 2013 | Feb. 27, 2013 | Apr. 30, 2012 | Aug. 31, 2014 | 31-May-14 | Dec. 03, 2013 | |
Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,257 | ' |
Note payable - current | ' | ' | ' | 328,028 | ' | ' | ' | ' | 8,473 | ' | ' | 63,640 | ' | ' | ' | ' | ' | ' | 72,892 |
Proceeds of Loan | 119,301 | 146,750 | ' | 500,000 | ' | 49,301 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' |
Notes Payable | ' | ' | ' | 75,000 | ' | ' | ' | 20,000 | ' | 10,000 | 80,000 | 100,000 | 20,000 | 20,000 | 30,000 | 150,000 | 43,885 | ' | 74,496 |
Total Payments | 151,200 | 196,500 | ' | ' | ' | 72,500 | 55,021 | ' | ' | ' | 112,000 | ' | ' | ' | ' | 45,000 | ' | ' | ' |
Installments | 800 | 940 | ' | 1,375 | ' | 888 | 306 | 150 | 4,257 | 183 | 861 | 6,200 | 1,867 | ' | 5,400 | 1,500 | ' | ' | ' |
Accrued Interest | ' | ' | 277 | ' | 837 | ' | ' | ' | ' | ' | 750 | ' | ' | 990 | 1,365 | ' | 453 | ' | ' |
Converted debt, amount | ' | ' | 1,000,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' |
Shares issued for debt | ' | ' | 5,151 | 5,992 | 7,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merchant Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan obtained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,999 | ' | ' |
Note payable - current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 149,900 | ' | ' |
Proceeds of Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,295 | ' | ' |
Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan obtained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.50% | ' | ' |
Note payable - current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,528,029 | ' | ' |
Stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
Down payment of stock sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' |
Note receivable for stock sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Convertible Note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Total Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,436 | ' | ' |
Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,779 | ' | ' |
Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,029 | ' | ' |
Accredited Investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Converted debt, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' |
Shares issued for debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,706,651 | ' | ' |
Consulting Contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24,000 | ' | ' |
Share issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |