Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 03, 2015 | |
Underlying Series A preferred stock | ||
Entity Registrant Name | Oncologix Tech Inc. | |
Entity Central Index Key | 799,694 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
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 Common Stock, Shares Outstanding | 340,126,946 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 120,485 | $ 17,504 |
Accounts receivable (net of allowance of $71,000 and $9,000) | 1,037,009 | 213,399 |
Inventory | 137,436 | 31,271 |
Prepaid expenses and other current assets | 15,911 | 9,307 |
Prepaid commissions and finders' fees | 3,974 | 3,152 |
Total current assets | 1,314,815 | 274,633 |
Property and equipment (net of accumulated depreciation of $38,026 and $28,264) | 35,246 | 39,967 |
Deposits and other assets | 77,678 | 14,582 |
Goodwill | 2,404,389 | 1,781,779 |
Patents, registrations (net of amortization of $102,576 and $97,983) | 19,903 | 24,497 |
Total assets | 3,852,031 | 2,135,458 |
Current liabilities: | ||
Convertible notes payable (net of discount of $405,429 and $99,491) | 377,596 | 436,308 |
Notes payable (net of discount of $2,091 and $18,596) | $ 2,377,667 | 946,104 |
Notes payable - related parties | $ 51,600 | |
Inventory finance agreements | $ 417,000 | |
Accounts payable and other accrued expenses | 1,187,319 | $ 732,934 |
Accrued interest payable | $ 208,736 | 148,681 |
Accrued interest payable - related parties | 6,342 | |
Current portion of long term debt | $ 96,644 | 82,532 |
Total current liabilities | 4,664,962 | 2,404,501 |
Long-term liabilities: | ||
Notes payable (net of current portion) | $ 376,037 | $ 395,675 |
Convertible notes payable | ||
Total long-term liabilities | $ 376,037 | $ 395,675 |
Total liabilities | 5,040,999 | 2,800,176 |
Stockholders' Deficit: | ||
Common stock, par value $.001 per share; 750,000,000 shares authorized;; 750,000,000 shares authorized; 276,746,130 and 134,600,152 shares issued and outstanding at May 31, 2015 and August 31, 2014, respectively | 276,746 | 134,600 |
Additional paid-in capital | 48,398,569 | 47,565,869 |
Accumulated deficit prior to reentering development stage | (49,864,491) | (48,370,395) |
Common stock subscribed (0 and 1,058,201 shares issuable, respectively at February 28, 2015 and August 31, 2014) | 5,000 | |
Total stockholders' deficit | (1,188,968) | (664,718) |
Total liabilities and stockholders' deficit | 3,852,031 | 2,135,458 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock | 129 | 129 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock | $ 79 | $ 79 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Allowance for doubtful accounts receivable | $ 71,000 | $ 9,000 |
Property and equipment, accumulated depreciation | 38,026 | 28,264 |
Patents and registrations,net of, amortization | $ 102,576 | $ 97,983 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 276,746,130 | 134,600,152 |
Common stock, shares outstanding | 276,746,130 | 134,600,152 |
Common stock suscribed | 0 | 1,058,201 |
Convertible Notes Payable [Member] | ||
Notes payable, discount | $ 405,429 | $ 99,491 |
Notes Payable [Member] | ||
Notes payable, discount | $ 2,091 | $ 18,596 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 78,564 | 78,564 |
Preferred stock, shares outstanding | 78,564 | 78,564 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,235,656 | $ 988,385 | $ 3,625,407 | $ 2,696,776 |
Cost of revenues | 885,596 | 788,757 | 2,628,797 | 2,066,800 |
Gross profit | 350,060 | 199,628 | 996,610 | 629,976 |
Operating expenses: | ||||
General and administrative | $ 443,889 | 276,950 | 1,379,769 | 999,910 |
Research and development expense | 10,000 | |||
Depreciation and amortization | $ 5,022 | 5,664 | 14,356 | 17,156 |
Total operating expenses | 448,911 | 282,614 | 1,404,125 | 1,017,066 |
Loss from operations | (98,851) | (82,986) | $ (407,515) | $ (387,090) |
Other income (expense): | ||||
Acquisition costs | ||||
Interest and finance charges | $ (437,908) | (167,474) | $ (1,090,013) | $ (634,833) |
Interest and finance charges - related parties | (791) | $ (1,051) | (18,056) | |
Loss on conversion of notes payable - related parties | $ (62,151) | (155,728) | ||
Loss on disposal of assets | (28,748) | |||
Other income (expenses) | $ 11,321 | $ 74,450 | $ 4,483 | 72,062 |
Total other income (expense) | (426,587) | (155,966) | (1,086,581) | (765,303) |
Loss from continuing operations | $ (525,438) | $ (238,952) | $ (1,494,096) | (1,152,393) |
Discontinued operations | ||||
Operating loss from discontinued operations | (36) | |||
Gain on disposal of discontinued operations | 95,564 | |||
Gain from discontinued operations | $ 95,528 | |||
Less loss attributable to noncontrolling interest | ||||
Net gain from discontinued operations | $ 95,528 | |||
Net loss before income taxes | $ (525,438) | $ (238,952) | $ (1,494,096) | $ (1,152,393) |
Income taxes | ||||
Net loss attributable to common shareholders | $ (525,438) | $ (238,952) | $ (1,494,096) | $ (1,056,865) |
Gain (loss) per common share, basic and diluted: | ||||
Continuing operations | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Discontinued operations | 0 | |||
Common share, basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding - basic and diluted | 242,589,170 | 112,247,396 | 187,353,653 | 93,925,094 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Operating activities: | ||
Net loss | $ (1,494,096) | $ (1,056,865) |
Net gain from discontinued operations | (95,528) | |
Net loss from continuing operations | $ (1,494,097) | (1,152,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | $ 14,356 | 17,156 |
Loss on disposal of property and equipment | 28,748 | |
Stock based compensation | 91,163 | |
Amortization of discount on notes payable and warrants | $ 334,437 | 18,021 |
Beneficial conversion feature notes payable | 139,823 | |
Loss on conversion of notes payable - related parties | $ 155,729 | |
Induced conversion expense notes payable | $ 66,520 | |
Non-cash interest charges | 218,415 | |
Issuance of stock and warrants for fees | 78,100 | $ 302,658 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (250,480) | (125,813) |
Prepaid expenses and other current assets | (5,829) | $ (2,686) |
Prepaid commissions and finders' fees | (737) | |
Deposits and other assets | (52,545) | $ (43,700) |
Accounts payable and other accrued expenses | 626,654 | 6,691 |
Accrued interest payable - related parties | (6,342) | (60,192) |
Accrued interest payable | 80,578 | 83,424 |
Net operating cash flows - continuing operations | $ (390,970) | (546,190) |
Net operating cash flows - discontinued operations | 95,528 | |
Net cash used in operating activities | $ (390,970) | (450,662) |
Investing activities: | ||
Purchase of property and equipment | $ (2,033) | (878) |
Cash acquired from Amian Health Services | 8,646 | |
Acquisition of Amian Health Services | $ (75,000) | |
Acquisition of Esteemcare and Affordable | $ (560,984) | |
Net cash used in investing activities | (563,017) | $ (67,232) |
Financing activities: | ||
Proceeds from issuance of convertible notes | 596,250 | 719,933 |
Proceeds from issuance of notes payable | $ 1,933,000 | 655,128 |
Proceeds from the issuance of common stock | 10,000 | |
Repayment of notes payable | $ (918,975) | (490,798) |
Repayment of notes payable - related parties | (51,600) | $ (4,600) |
Repayment of inventory financing agreements | (335,608) | |
Repayment of convertible notes payable | (166,099) | $ (224,845) |
Net cash provided by financing activities | 1,056,968 | 664,818 |
Net increase (decrease) in cash and cash equivalents | 102,981 | 146,924 |
Cash and cash equivalents, beginning of period | 17,504 | 39,456 |
Cash and cash equivalents, end of period | $ 120,485 | $ 186,380 |
Organization and Description of
Organization and Description of the Company | 9 Months Ended |
May. 31, 2015 | |
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, deliver Personal Healthcare Services and provide Home Medical Equipment (HME) and Durable 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. We are currently in the final phase of new product hardware redesign which we believe will allow Dotolo Research the ability to successfully enter into the medical markets to become the dominate market leader. 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). We changed the name to Amian Angels Inc. (“Amian”) in August 2014. 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 to gain operating synergies. On July 21, 2014 we formed Advanced Medical Products and Technologies Inc.. (“AMPT”) 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. On September 25, 2014, we acquired the outstanding stock of Esteemcare, Inc. and its wholly owned subsidiary Affordable Medical Equipment Solutions, Inc. Esteemcare, Inc is a Durable and Home Medical equipment and supply distributor for respiratory therapy and is accredited by the “Joint Commission on Healthcare Organizations”. Esteemcare targets patients with sleep obstructive disorders or related chronic illnesses who are insured by Medicare, Medicaid, third-party insurers, or have the ability to pay for our products from their own private resources. Sleep apnea is a serious sleep disorder that occurs when a person's breathing is interrupted during sleep. People with untreated sleep apnea stop breathing repeatedly during their sleep, sometimes hundreds of times. This means the brain -- and the rest of the body -- may not get enough oxygen. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May. 31, 2015 | |
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 unaudited consolidated financial statements for the three and nine months ended May 31, 2015 and 2014 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation (“Dotolo”), Amian Angels, Inc. (“Amian”), Advanced Medical Products & Technologies Inc. (“AMPT”), Esteemcare Inc. and Affordable Medical Equipment Solutions Inc. (collectively “Esteemcare”) Dotolo and Amian are Louisiana Corporations. AMPT is a Nevada corporation. Esteem & Affordable are South Carolina corporations. All significant intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 (Dotolo), personal care services (Amian) and medical products and technologies (AMPT and Esteem & Affordable. 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 and Medical Products and Technologies Segments’. Amian 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 payer 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. Esteemcare recognizes revenue related to product sales upon delivery to customers provided that we have received and verified any written documentation required to bill Medicare, other government agencies, third-party payers, and patients. For product shipments for which we have not yet received the required written documentation, revenue recognition is delayed until the period in which those documents are collected and verified. We record revenue at the amounts expected to be collected from government agencies, other third-party payers, and from patients directly. Government and insurance payers’ generally require patient compliance with product usage. Accordingly, most pay for the product purchases over a multi-month plan, generally 10 to 13 months. We record these revenues as received since the transfer of ownership is not guaranteed until the full purchase price is paid to us. We record, if necessary, contractual adjustments equal to the difference between the reimbursement amounts defined in the fee schedule and the revenue recorded per the billing system. These adjustments are recorded as a reduction of both gross revenues and accounts receivable. We analyze various factors in determining revenue recognition, including a review of specific transactions, current Medicare regulations and reimbursement rates, historical experience and the credit-worthiness of patients. Medicare reimburses at 80% of the government-determined prices for reimbursable supplies, and we bill the remaining balance to either third-party payers or directly to patients. 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. Our medical products and technologies accounts receivable are generally due from Medicare, Medicaid, private insurance companies, and our private patients. Accounts receivable are reported net of allowances for contractual adjustments and uncollectible accounts. The collection process is time consuming, complex and typically involves the submission of claims to multiple layers of payers whose payment of claims may be contingent upon the payment of another payer. As a result, our collection efforts may be active for up to 18 to 24 months from the initial billing date. In accordance with regulatory requirements, we make reasonable and appropriate efforts to collect our accounts receivable, including deductible and co-payment amounts, in a manner consistent for all classes of payers. INVENTORY Inventories are stated at cost and are held on a first-in, first-out basis. Our inventory in our medical device segment consists primarily of miscellaneous hardware parts. Our inventory in our medical products and technologies segment consists of masks, CPAP machines, BiPAP machines and other necessary breathing equipment and supplies. 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, Amian and Esteemcare 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 an FDA approved, Class II medical device product. Amounts allocated to goodwill for Amian and Esteemcare are based on increased clients and future revenues. The Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo, Amian and Esteemcare, 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. 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 Amian Angels, Inc. reporting unit. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 39%. We have allocated $1,217,704 of goodwill to the reporting unit Dotolo Research Corporation. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 18%. We have allocated $622,610 of goodwill the Esteemcare reporting unit. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 47%. 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. ADVERTISING COSTS Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for the three and nine months ended May 31, 2015 and 2014. Such costs are expensed as 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 12. 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. INVENTORY FINANCING AGREEMENTS Our inventory finance agreements consist of qualified for-sale equipment purchases. Qualifying inventory purchases are grouped into a 12 month finance agreements allowing the company to spread the payments for this inventory over a twelve month period. All inventory finance agreements are interest free and consist of only minor fees for setup. 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 is 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 three and nine months ended May 31, 2015 and 2014 are as follows: For the Three Months Ended For the Nine Months Ended May 31, May 31, May 31, May 31, 2015 2014 2015 2014 Net gain (loss) attributable to common shareholders Continuing operations $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,152,393 ) Discontinued operations — — — 95,528 $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,056,865 ) Weighted average shares outstanding 242,589,170 112,247,396 187,353,653 93,925,094 Loss per common shares, basis and diluted Continuing operations $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Discontinued operations — — — 0.00 $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Due to the net losses during the three and nine months ended May 31, 2015 and 2014, 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 May 31, 2015 and 2014: As of May 31, May 31, 2015 2014 Underlying Underlying Description Common Shares Common Shares Convertible preferred stock 78,564,000 22,500,000 Convertible notes payable 123,452,480 6,433,965 Options 6,173,750 6,186,250 Warrants 30,583,333 17,000,000 Total potentially dilutive securities 238,773,563 52,120,215 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. 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 | 9 Months Ended |
May. 31, 2015 | |
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 and changed the companyÂ’s name to Amian Angels Inc. In September 2014 we acquired Esteemcare Inc. and Affordable Medical Equipment Solutions Inc. While these acquisitions greatly increase the value of our Company, the combined operations of OCLG are not cash flow positive at this time. Amian and Esteemcare are 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 $1,000,000 to operate through December 31, 2015. Approximately $500,000 will be required to fund corporate overhead including debt servicing with the balance to invest into raw material inventory, manufacturing and new product development at Dotolo Research - as well as beginning business with AMPT. 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 2015. 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 CompanyÂ’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 CompanyÂ’s ability to continue as a going concern. |
Acquisitions
Acquisitions | 9 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITIONS 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 On September 25, 2014, we acquired all the outstanding shares of Esteemcare Inc. and its wholly owned subsidiary, Affordable Medical Equipment Solutions Inc. in exchange for a $400,000 down payment, $100,000 note and payoff of $173,433 in operating leases. 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 $ 12,449 Accounts receivable (net) 573,130 Inventory 106,165 Prepaid expenses and other current assets 860 Property and equipment 3,008 Deposits and other assets 10,551 Purchased goodwill 622,610 Total assets acquired $ 1,328,773 Accounts payable and other accrued expenses $ 454,877 Inventory financing agreements 125,463 Notes payable 75,000 Total liabilities assumed $ 655,340 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
May. 31, 2015 | |
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 Three Months Ended For the Six Months Ended May 31, May 31, May 31, May 31, 2015 2014 2015 2014 Operating expenses: General and administrative $ — $ — $ — $ 36 Depreciation and amortization — — — — Total operating expenses — — — 36 Loss from operations — — — (36 ) Other income (expense): Total other income (expense) — — — — Loss from discontinued operations — — — (36 ) Gain on disposal of discontinued operations — — — 95,564 Loss from discontinued operations — — — 95,528 Less loss attributable to noncontrolling interest — — — — Net loss from discontinued operations $ — $ — $ — $ 95,528 |
Inventory
Inventory | 9 Months Ended |
May. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6 – INVENTORY We have inventory, on hand in the amounts of $137,436 and $31,271 as of May 31, 2015 and 2014, respectively. Our inventory as of May 31, 2015 relates to our medical device manufacturing segment. Inventories at May 31, 2015 also included $106,165 related to our medical products and technologies division. Our inventory in our medical device segment consists primarily of miscellaneous parts. Our inventory in our medical products and technologies segment consists primarily of disposable products such as masks, oxygen tubing, and other breathing equipment supplies. We also hold minor amounts of CPAP machines and BiPAP machines. Our machine purchases are generally set up on a Just-in-time order system. We do not maintain any inventory for our personal service care segment or our medical products division. We are currently in the redesign and final bench testing phase of our Toxygen hardware system and disposable products. The new hardware design will position Dotolo Research with a unique technological advantage in the medical markets.. Currently, inventory on hand is made up of miscellaneous Toxygen hardware parts, custom tooling and molds. |
Property and Equipment
Property and Equipment | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 - PROPERTY AND EQUIPMENT Property and equipment is composed of the following at May 31, 2015 and August 31, 2014 May 31, August 31, 2015 2014 Furniture $ 14,118 $ 12,688 Office Equipment 13,625 12,962 Computers 24,409 22,321 Software 3,497 3,497 Leasehold improvements — — Equipment 17,623 16,763 Total property and equipment at cost 73,272 68,231 Less: accumulated depreciation and amortization (38,026 ) (28,264 ) $ 35,246 $ 39,967 |
Leases
Leases | 9 Months Ended |
May. 31, 2015 | |
Leases [Abstract] | |
Leases | NOTE 8 – OFFICE LEASES The Company leases office space in Alexandria and Lafayette Louisiana and in West Columbia and Charleston SC. Alexandria is on a three year lease; Lafayette a five year lease; West Columbia has one year remaining on its lease; and Charleston is on a three 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. Rent expense for the three months ended May 31, 2015 and 2014 were $36,527 and $19,178, respectively. Rent expense for the nine months ended May 31, 2015 and 2014 were $112,055 and $64,680, respectively. Following are the minimum lease payments: 2015 $ 33,495 2016 126,424 2017 114,808 2018 42,448 Totals $ 317,175 |
Goodwill, Patents and Other Int
Goodwill, Patents and Other Intangible Assets | 9 Months Ended |
May. 31, 2015 | |
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 May 31, 2015 and 2014, the Company has a capitalized cost of patents and registrations in the amount of $122,479 and accumulated amortization of 101,045. 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. |
Inventory Financing Agreement
Inventory Financing Agreement | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Inventory Financing Agreement | NOTE 10 – INVENTORY FINANCE AGREEMENTS Our inventory finance agreements consist of qualified for-sale inventory purchases. These finance agreements are held solely by Esteemcare. Qualifying inventory purchases are grouped into a 12 month finance agreements allowing the company to spread the payments for this inventory over a twelve month period. This allows the company to collect payments for the purchases of that inventory over that time period as most insurance plans spread the purchase payments over a multi-month period, generally 10 to 13 months. All inventory finance agreements are interest free and consist of only minor fees for setup. Below is a listing of our outstanding inventory finance agreements as of May 31, 2015 and 2014 as well as the monthly payment on each agreement. As of May 31, 2015 2014 Monthly Payment Wells Fargo (017) $ 8,331 $ — $ 4,165 VGM (322) 23,787 — 5,947 Wells Fargo (018) 24,694 — 6,174 VGM (323) 32,106 — 5,351 DLL (61942) 90,781 — 11,348 DLL (67910) 31,389 — 3,488 VGM (324) 32,512 — 3,612 DLL (68936) 11,263 — 1,126 Wells Fargo (019) 76,459 — 6,951 VGM (325) 85,680 — 7,140 DLL (61649) — 1,126 Outstanding leases $ 417,001 $ — $ 56,428 |
Notes Payable
Notes Payable | 9 Months Ended |
May. 31, 2015 | |
Payables and Accruals [Abstract] | |
Notes Payable | NOTE 11 — NOTES PAYABLE CONVERTIBLE NOTES PAYABLE: Convertible notes payable consist of the following as of May 31, 2015 and 2014: The following is a summary of future minimum payments on convertible notes payable as of May 31, 2015: Ref. May 31, May 31, Numb. Description 2015 2014 2210 Conv. Note Payable (net of discount) $ 64,025 $ 235,025 2218 Conv. Note Payable (net of discount) $ — $ 100,000 2232 Conv. Note Payable (net of discount) $ — $ (567 ) 2238 Conv. Note Payable (net of discount) $ — $ 5,300 2239 Conv. Note Payable (net of discount) $ — $ 7,260 2247 Conv. Note Payable (net of discount) $ — $ 4,918 2250 Conv. Note Payable (net of discount) $ — $ 68,429 2261 Conv. Note Payable (net of discount) $ 8,100 $ — 2265 Conv. Note Payable (net of discount) $ 12,370 $ — 2267 Conv. Note Payable (net of discount) $ 24,897 $ — 2271 Conv. Note Payable (net of discount) $ 16,911 $ — 2274 Conv. Note Payable (net of discount) $ 11,123 $ — 2276 Conv. Note Payable (net of discount) $ 17,161 $ — 2278 Conv. Note Payable (net of discount) $ 56,910 $ — 2281 Conv. Note Payable (net of discount) $ 13,095 $ — 2290 Conv. Note Payable (net of discount) $ 31,918 $ — 2292 Conv. Note Payable (net of discount) $ 18,885 $ — 2294 Conv. Note Payable (net of discount) $ 15,579 $ — 2297 Conv. Note Payable (net of discount) $ 17,680 $ — 2310 Conv. Note Payable (net of discount) $ 15,650 $ — 2312 Conv. Note Payable (net of discount) $ 1,813 $ — 2314 Conv. Note Payable (net of discount) $ 20,592 $ — 2316 Conv. Note Payable (net of discount) $ 30,887 $ — Subtotal 377,596 420,365 Less: Long-Term portion — (235,025 ) Current portion $ 377,596 $ 185,340 The following is a summary of future minimum payments on convertible notes payable as of May 31, 2015: Convertible Fiscal Year Ending August 31, Notes Payable 2015 $ 0 2016 $ 377,596 2210 - 2218 - 2232 - 2238 - 2239 - 2247 - 2250 - th 2253 - 2259 - 2261 - 2265 - 2267 - 2269 - 2274 - 2271 - 2281 - . 2276 - 2283 - 2278 - 2290 - 2292 - 2294 - 2297 - 2310 - 2312 - 2314 - 2316 - CONVERTIBLE RELATED PARTY NOTES PAYABLE: As of May 31, 2015, 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: May 31, May 31, 2015 2014 6.0% line of credit (2) $ — $ 51,600 — Outstanding unsecured related party notes payable $ — $ 51,600 (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 May 31, 2015 the Company has repaid $51,600 of principal and $7,393 of accrued interest. OTHER NOTES PAYABLE: Ref. May 31, May 31, Numb. Description 2015 2014 Dot 1 Note Payable (net of discount) $ 1,500 $ 60,600 Dot 2 Note Payable (net of discount) 30,000 30,000 Dot 3 Note Payable (net of discount) 20,000 20,000 AA 1 Line of Credit 43,149 44,469 AA 2 Line of Credit 37,467 — AA 3 Merchant Loan — 130,400 AA 4 Merchant Loan — 142,109 AA 5 Merchant Loan 68,409 — AA 6 Merchant Loan 42,080 — AA 7 Merchant Loan 228,215 — AA 8 Merchant Loan 67,400 — AA 9 Note Payable (net of discount) — 14,765 EST 1 Note Payable (net of discount) 73,552 — 2226 Note Payable (net of discount) — 10,833 2227 Note Payable (net of discount) — 6,689 2228 Note Payable (net of discount) — 6,844 2229 Note Payable (net of discount) — 21,076 2230 Note Payable (net of discount) 68,510 70,659 2231 Note Payable (net of discount) 12,000 7,692 2236 Note Payable (net of discount) 1,533,584 275,155 2237 Note Payable (net of discount) — 11,444 2255 Note Payable (net of discount) 22,909 — 2257 Note Payable (net of discount) 68,920 — 2258 Note Payable (net of discount) 22,973 — 2263 Note Payable (net of discount) 56,215 — 2264 Note Payable (net of discount) 11,500 — 2300 Note Payable (net of discount) 416,466 498,179 2432 Note Payable (net of discount) 25,499 78,915 Subtotal 2,850,348 1,429,829 Less: Long-Term portion (376,037 ) (416,466 ) Current portion $ 2,474,311 $ 1,013,363 Notes held by Dotolo DOT 1 - DOT 2 - DOT 3 - Notes held by Amian Angels AA 1 – AA 2 – AA 3 – AA 4 – AA 5 – AA 6 – AA 7 – AA 8 – AA 9 – 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. This note was paid in full in December 2014. Notes held by Esteemcare EST 1 - On September 25, 2014, as part of the terms and conditions of the acquisition of Esteemcare Inc. and Affordable Medical Inventory Solutions Inc., the company issued an 18 month note to Imad Siddiqui in the principal amount of $75,000. This note was executed on May 1, 2015 and requires monthly payments of $4,524. As a result of the delay in execution of the note, the Company accrued $2,688 of interested and added it to the balance of the note. Notes held by Oncologix Tech 2216 - 2227 & 2228 - 2229 - 2230 - 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 May 31, 2015, the balance was $68,510. The Company recorded a discount of $5,992 for the issuance of the warrants. 2231 - 2236 - 2237 - 2255 - 2257 & 2258 - 2263 - 2264 - 2300 - 2432 - The following is a summary of future minimum payments on r notes payable as of May 31, 2015: Related Conv. Fiscal Year Ending August 31, Notes Payable 2015 2,394,130 2016 97,813 2017 326,226 2018 14,580 2019 17,599 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 — 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, 2013 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ — Converted — — — $ 0.40 Issued — — — $ — Outstanding, August 31, 2014 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ 0.40 Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 129,062 64,531 $ 25,812 $ 0.40 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 May 31, 2014, 400 votes per share; March 1, 2014 to May 31, 2015, 800 votes per share; March 1, 2015 to May 31, 2016, 1,200 votes per share; March 1, 2016 to May 31, 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, 2013 58,564 58,564,000 $ — $ 80.25 Expired/Retired — — — $ — Converted — — — $ — Issued 20,000 20,000,000 — $ 80.25 Outstanding, August 31, 2014 78,564 78,564,000 $ — $ — Expired/Retired — — — $ — Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 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 May 31, 2015 Shares Amount Shares issuable upon conversion of convertible notes payable - $ - Total subscribed stock - $ - 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 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. As of May 31, 2015, the Company has 276,746,130 shares outstanding. Please see Part II, Item II – Sale of Unregistered Securities for information on recent 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 May 31, 2015, 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 2015 and 2014: Weighted Avg. Number Exercise Price Outstanding, August 31, 2013 7,000,000 0.012 Expired/Retired - - Exercised - - Issued 23,583,333 0.011 Outstanding, August 31, 2014 30,583,333 - Expired/Retired - - Exercised (9,583,333) 0.009 Issued - - Outstanding, May 31, 2015 21,000,000 0.012 The fair value of warrants granted is estimated using the Black-Scholes option pricing model. This model utilizes the following factors to calculate the fair value of options granted: (i) annual dividend yield, (ii) weighted-average expected life, (iii) risk-free interest rate and (iv) expected volatility. The warrants were expensed and accounted for under ASC 718. The fair value for these warrants was estimated as of the date of grant using a Black-Scholes option-pricing model with the following assumptions: For the Nine Months Ended May 31, 2015 2014 Volatility - 124% - 702% Risk free rate 0.00% 0.25% Expected dividends None None Expected term (in years) - 2 to 5 years Details relative to the 21,000,000 immediately exercisable outstanding warrants at May 31, 2015 are as follows: Weighted Average Date of Number Exercise Remaining Expiration Grant of Shares Price Exercise Life Date Outstanding, August 31, 2013 7,000,000 First quarter of fiscal 2014 4,500,000 $ 0.012 3 years November 2017 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 2019 Fourth quarter of fiscal 2014 4,000,000 $ 0.007 2 years August 2016 Outstanding, August 31, 2014 30,583,333 First quarter of fiscal 2015 - $ - - Second quarter of fiscal 2015 - Third quarter of fiscal 2015 (9,583,333) $ 0.009 Outstanding, May 31, 2015 21,000,000 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. During the third quarter of fiscal 2015, 9,583,333 warrants were exercised in a cashless transaction. 33,382,960 shares of Common stock were issued for the warrants’ exercise. The remaining contractual life of warrants outstanding as of May 31, 2015 was 1.17 years. Warrants for the purchase of 21,000,000 and 26,586,333 shares were immediately exercisable on May 31, 2015 and 2014, respectively with a weighted-average price of $0.012 and $0.011 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 473,253 shares of common stock available for future issuance under our 2000 Stock Incentive Plan as of May 31, 2015. This plan has been approved by our shareholders. During the three and nine months years ended May 31, 2015 and 2014, we granted 6,120,000 and nil options from the stock incentive plan described above, respectively. During the three and nine months ended May 31, 2015 and 2014, nil and nil options were exercised, respectively. During the three months ended May 31, 2015 and 2014, nil and nil options expired, respectively. During the nine months ended May 31, 2015 and 2014, nil and 150,835 options expired, respectively. During the three and nine months ended May 31, 2015 and 2014, $0 and $91,163 was expensed as stock based compensation, respectively. Weighted Average Number of Option Price Exercise Price Options Granted Per Share Per Share Outstanding, August 31, 2013 217,085 $0.12 - $2.00 $ 1.120 Granted 6,120,000 $0.015 - $0.016 $ 0.020 Exercised — — $ — Cancelled (163,335 ) $1.04 - $2.00 $ 1.380 Outstanding, August 31, 2014 6,173,750 $0.12 - $2.00 $ 0.016 Granted — $ — $ — Exercised — — $ — Cancelled — $ 0.00 $ — Outstanding, May 31, 2015 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 2015 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 May 31, 2015. 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. The remaining contractual life of options outstanding as of May 31, 2015 was 8.49 years. Options for the purchase of 6,173,750 exercisable on May 31, 2015 with a weighted-average price of $0.016 and $0.016 per share, respectively. Options Options Outstanding Exercisable Number of options 6,173,750 6,173,750 Aggregate intrinsic value of options $ - $ - Weighted average remaining contractual term (years) 8.74 8.74 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. On November 15, 2014 we issued 1,000,000 S-8 shares to a consultant in payment for investor relations work for the Company. We have 7,000,000 shares of common stock available for future issuance under our 2013 Omnibus Incentive Plan as of May 31, 2015. Number of Securities Number of Securities To Be Issued Upon Weighted Average Remaining Available Exercise of Outstanding Exercise Price of For Future Options Outstanding Options Issuance Under Plans Equity compensation plans approved by stockholders — $ 0.00 7,000,000 Equity compensation plans not approved by stockholders — $ 0.00 — TOTAL — $ 0.00 7,000,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 - RELATED PARTY TRANSACTIONS AND CONTINGENCIES: FINANCING WITH RELATED PARTIES: During the three and six months ended May 31, 2015 and 2014, the Company entered into financing agreements with related parties of the Company. Please see Note 11 – Notes Payable for further descriptions of these transactions. |
Business Segments
Business Segments | 9 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 14 – 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 Products 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 Advanced Medical Products and Technologies, Esteemcare Inc. and Affordable Medical Inventory Solutions Inc. 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 May 31, 2015. As of May 31, 2015 Personal Care Medical Device Med. Products Corporate Segment Segment Segment Overhead Totals (Unaudited) (Unaudited) (Unaudited) (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 76,633 $ 120 $ 21,008 $ 22,724 $ 120,485 Accounts receivable (net) 233,710 — $ 803,299 — 1,037,009 Inventory — 31,271 $ 106,165 — 137,436 Prepaid expenses and other current assets — — $ 2,946 12,965 15,911 Prepaid commissions and finders' fees — — 85 3,889 3,974 Total current assets 310,343 31,391 933,503 39,578 1,314,815 Property and equipment (net) 16,211 15,217 3,283 535 35,246 Deposits and other assets 2,307 32,303 9,866 33,202 77,678 Goodwill 564,075 1,217,704 622,610 — 2,404,389 Patents, registrations (net of amortization) — 19,903 — — 19,903 Total assets $ 892,936 $ 1,316,518 $ 1,569,262 $ 73,315 $ 3,852,031 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 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 — — — 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 statements of operations for the reporting periods presented. For the Three Months Ended May 31, 2015 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 812,626 $ — $ 423,030 $ — $ 1,235,656 Cost of revenues 698,215 — 187,381 — 885,596 Gross profit 114,411 — 235,649 — 350,060 Operating expenses: General and administrative 81,451 14,739 159,793 187,906 443,889 Research and development Expense — — — — — Depreciation and amortization 2,262 2,423 253 84 5,022 Total operating expenses 83,713 17,162 160,046 187,990 448,911 Loss from operations 30,698 (17,162 ) 75,603 (187,990 ) (98,851 ) Other income (expense): Interest and finance charges (81,952 ) (1,500 ) (3,076 ) (351,380 ) (437,908 ) Interest and finance charges - related parties — — — — — Other income (expenses) 11,307 14 — — 11,321 Total other income (expense) (70,645 ) (1,486 ) (3,076 ) (351,380 ) (426,587 ) Loss from continuing operations $ (39,947 ) $ (18,648 ) $ 72,527 $ (539,370 ) $ (525,438 ) For the Three Months Ended May 31, 2014 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 988,385 $ — $ — $ — $ 988,385 Cost of revenues 776,406 12,351 — — 788,757 Gross profit 211,979 (12,351 ) — — 199,628 Operating expenses: General and administrative 166,867 4,979 — 105,104 276,950 Depreciation and amortization 3,157 2,423 — 84 5,664 Total operating expenses 170,024 7,402 — 105,188 282,614 Loss from operations 41,955 (19,753 ) — (105,188 ) (82,986 ) Other income (expense): Interest and finance charges (80,786 ) (2,250 ) — (84,438 ) (167,474 ) Interest and finance charges - related parties — (791 ) — — (791 ) Loss on conversion of notes payable - related parties — — — (62,151 ) (62,151 ) Loss on disposal of assets — — — — — Other income (expenses) 74,667 (217 ) — — 74,450 Total other income (expense) (6,119 ) (3,258 ) — (146,589 ) (155,966 ) Loss from continuing operations $ 35,836 $ (23,011 ) $ — $ (251,777 ) $ (238,952 ) Below are the statements of operations for the reporting periods presented. For the Nine Months Ended May 31, 2015 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 2,573,547 $ — $ 1,051,860 $ — $ 3,625,407 Cost of revenues 2,129,572 — 499,225 — 2,628,797 Gross profit 443,975 — 552,635 — 996,610 Operating expenses: General and administrative 317,165 58,489 424,693 579,422 1,379,769 Research and development expense — 10,000 — — 10,000 Depreciation and amortization 6,289 7,269 546 252 14,356 Total operating expenses 323,454 75,758 425,239 579,674 1,404,125 Loss from operations 120,521 (75,758 ) 127,396 (579,674 ) (407,515 ) Other income (expense): Interest and finance charges (244,613 ) (5,500 ) (3,848 ) (836,052 ) (1,090,013 ) Interest and finance charges - related parties — (1,051 ) — — (1,051 ) Other income (expenses) 8,541 (3,854 ) — (204 ) 4,483 Total other income (expense) (236,072 ) (10,405 ) (3,848 ) (836,256 ) (1,086,581 ) Loss from operations $ (115,551 ) $ (86,163 ) $ 123,548 $ (1,415,930 ) $ (1,494,096 ) For the Nine Months Ended May 31, 2014 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 2,696,776 $ — $ — $ — $ 2,696,776 Cost of revenues 2,030,450 36,350 — — 2,066,800 Gross profit 666,326 (36,350 ) — — 629,976 Operating expenses: General and administrative 506,387 28,222 — 465,301 999,910 Depreciation and amortization 9,636 7,268 — 252 17,156 Total operating expenses 516,023 35,490 — 465,553 1,017,066 Loss from operations 150,303 (71,840 ) — (465,553 ) (387,090 ) Other income (expense): Interest and finance charges (171,837 ) (8,560 ) — (454,436 ) (634,833 ) Interest and finance charges - related parties — (2,348 ) — (15,708 ) (18,056 ) Loss on conversion of notes payable - related parties — — — (155,728 ) (155,728 ) Loss on disposal of assets (28,748 ) — — — (28,748 ) Other income (expenses) 72,775 (713 ) — — 72,062 Total other income (expense) (127,810 ) (11,621 ) — (625,872 ) (765,303 ) Loss from operations $ 22,493 $ (83,461 ) $ — $ (1,091,425 ) $ (1,152,393 ) |
Joint Ventures
Joint Ventures | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Joint Ventures | NOTE 15 - 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 | 9 Months Ended |
May. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plan | NOTE 16 - RETIREMENT PLAN Currently, the Company does not have a retirement plan in place. |
Recent Accounting Prouncements
Recent Accounting Prouncements | 9 Months Ended |
May. 31, 2015 | |
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 | 9 Months Ended |
May. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Statement of Cash Flows | NOTE 18 – STATEMENT OF CASH FLOWS For the nine months ended May 31, 2015, these supplemental non-cash investing and financing activities are summarized as follows: Amount On November 15, 2014, the Company issued 1,000,000 S-8 shares of common stock in payment for a investor relations consulting contract. 4,000 On November 15, 2014, the Company issued 5,000,000 shares of common stock in payment for investor relations consulting contract. 20,000 On November 17, 2014, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $10,545 related to that transaction. 10,545 On November 17, 2014, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $10,545 related to that transaction. 10,545 On January 22, 2015, the Company issued a $35,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $35,000 related to that transaction. 35,000 On January 30, 2015, the Company issued 5,000,000 shares of common stock in payment for investor relations consulting contract. 38,500 On January 30, 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $50,000 related to that transaction. 50,000 On February 5 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $50,000 related to that transaction. 50,000 On February 4, 2015, the Company issued a $35,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $35,000 related to that transaction. 35,000 On February 12, 2015, the Company issued a $75,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $75,000 related to that transaction. 75,000 On February 25, 2015, the Company issued a $30,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $30,000 related to that transaction. 30,000 On March 5, 2015, the Company issued a $36,750 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $25,698 related to that transaction. 25,698 On March 11, 2015, the Company issued a $88,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $49,539 related to that transaction. 49,539 For the nine months ended May 31, 2015, these supplemental non-cash investing and financing activities are summarized as follows: Amount On March 11, 2015, the Company issued a $30,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $20,100 related to that transaction. 20,100 On March 25, 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $29,404 related to that transaction. 29,404 On March 30, 2015, the Company issued a $32,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $15,790 related to that transaction. 15,790 On April 7, 2015, the Company issued a $27,500 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $10,372 related to that transaction. 10,372 On April 8, 2015, the Company issued a $58,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $39,146 related to that transaction. 39,146 On May 7, 2015, the Company issued a $35,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $21,452 related to that transaction. 21,452 On May 8, 2015, the Company issued a $45,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $29,715 related to that transaction. 29,715 On May 22, 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $30,645 related to that transaction. 30,645 On May 22, 2015, the Company issued a $75,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $45,968 related to that transaction. 45,968 Total non-cash transactions from investing and financing activities. $ 676,419 For the nine months ended May 31, 2014, these supplemental non-cash investing and financing activities are summarized as follows: On September 11, 2013, the Company issued 1,500,000 warrants to an affiliated party for additional compensation related to an operating capital investment. The value of these warrants was expensed as interest and finance charges. $ 15,656 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 For the nine months ended May 31, 2014, these supplemental non-cash investing and financing activities are summarized as follows (continued): 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. 25,000 On May 21, the Company recorded a discount for the issuance of 9,583,333 warrants in connection with the issuance of a convertible note. 38,322 Total non-cash transactions from investing and financing activities. $ 495,861 |
Employment Agreements
Employment Agreements | 9 Months Ended |
May. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Employment Agreements | NOTE 19 - EMPLOYMENT AGREEMENTS On March 22, 2013, Wayne Erwin, the CompanyÂ’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. The annual salary was increased to $150,000 per year beginning March 2015. Annual increases are to be approved by the CompanyÂ’s Board of Directors or Compensation Committee. During the nine months ended May 31, 2015 and 2014, $97,500 and $101,250 was expensed as salary, respectively. On October 1, 2013, Michael Kramarz, the CompanyÂ’s Chief Financial Officer, signed a three year employment agreement. The agreement provides for an annual salary of $80,000 along with a monthly auto allowance and health insurance allowance totaling $500. The annual salary was increased to $120,000 beginning on March 1, 2015.Annual increases are to be approved by the CompanyÂ’s Board of Directors or Compensation Committee. During the nine months ended May 31, 2015 and 2014, $76,333 and 62,669 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. The annual salary was increased to $85,000 beginning on March 1, 2015. Annual increases are to be approved by the CompanyÂ’s Board of Directors or Compensation Committee. During the nine months ended May 31, 2015 and 2014, $49,900 and $46,214 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 CompanyÂ’s Board of Directors or Compensation Committee. During the nine months ended May 31, 2015 and 2014, $63,750 and $0 was expensed as salary, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May. 31, 2015 | |
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 Dotolo’s disposable products. 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 Engineering to provide the Company with engineering redesign services 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 | 9 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 - SUBSEQUENT EVENTS On June 3 2015, the Company entered into a 1 year consulting agreement. The Company agrees to pay consultant 4% of any monies raised by the efforts of the consultant. In addition, the Company issued 2,500,000 shares of its Common Stock as additional compensation. On June 15, 2015 we issued a convertible promissory note in the principal amount of $50,000. This promissory note bears interest at a rate of 8% per annum and is due on December 31, 2015. The note is convertible at a 38% discount of the average of the three lowest closing bid prices immediately during the 20 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 CompanyÂ’s then outstanding common stock shares. On June 5, 2015 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 $45,000 of the current convertible note holder note to repay our former CEO. The Company issued to the accredited investor a convertible promissory note bearing interest at 8% and convertible at a 38% discount of the average of the three lowest closing bid prices immediately during the 20 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 CompanyÂ’s then outstanding common stock shares. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May. 31, 2015 | |
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 unaudited consolidated financial statements for the three and nine months ended May 31, 2015 and 2014 include the accounts of Oncologix Tech, Inc. and its wholly owned subsidiaries, Dotolo Research Corporation (“Dotolo”), Amian Angels, Inc. (“Amian”), Advanced Medical Products & Technologies Inc. (“AMPT”), Esteemcare Inc. and Affordable Medical Equipment Solutions Inc. (collectively “Esteemcare”) Dotolo and Amian are Louisiana Corporations. AMPT is a Nevada corporation. Esteem & Affordable are South Carolina corporations. All significant intercompany accounts and transactions have been eliminated in consolidation. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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 CompanyÂ’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 (Dotolo), personal care services (Amian) and medical products and technologies (AMPT and Esteem & Affordable. |
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 and Medical Products and Technologies Segments’. Amian 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 payer 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. Esteemcare recognizes revenue related to product sales upon delivery to customers provided that we have received and verified any written documentation required to bill Medicare, other government agencies, third-party payers, and patients. For product shipments for which we have not yet received the required written documentation, revenue recognition is delayed until the period in which those documents are collected and verified. We record revenue at the amounts expected to be collected from government agencies, other third-party payers, and from patients directly. Government and insurance payers’ generally require patient compliance with product usage. Accordingly, most pay for the product purchases over a multi-month plan, generally 10 to 13 months. We record these revenues as received since the transfer of ownership is not guaranteed until the full purchase price is paid to us. We record, if necessary, contractual adjustments equal to the difference between the reimbursement amounts defined in the fee schedule and the revenue recorded per the billing system. These adjustments are recorded as a reduction of both gross revenues and accounts receivable. We analyze various factors in determining revenue recognition, including a review of specific transactions, current Medicare regulations and reimbursement rates, historical experience and the credit-worthiness of patients. Medicare reimburses at 80% of the government-determined prices for reimbursable supplies, and we bill the remaining balance to either third-party payers or directly to patients. |
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 CompanyÂ’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 CompanyÂ’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. Our medical products and technologies accounts receivable are generally due from Medicare, Medicaid, private insurance companies, and our private patients. Accounts receivable are reported net of allowances for contractual adjustments and uncollectible accounts. The collection process is time consuming, complex and typically involves the submission of claims to multiple layers of payers whose payment of claims may be contingent upon the payment of another payer. As a result, our collection efforts may be active for up to 18 to 24 months from the initial billing date. In accordance with regulatory requirements, we make reasonable and appropriate efforts to collect our accounts receivable, including deductible and co-payment amounts, in a manner consistent for all classes of payers. |
INVENTORY | INVENTORY Inventories are stated at cost and are held on a first-in, first-out basis. Our inventory in our medical device segment consists primarily of miscellaneous hardware parts. Our inventory in our medical products and technologies segment consists of masks, CPAP machines, BiPAP machines and other necessary breathing equipment and supplies. |
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, Amian and Esteemcare 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 an FDA approved, Class II medical device product. Amounts allocated to goodwill for Amian and Esteemcare are based on increased clients and future revenues. The Company evaluates the recoverability of its indefinite lived intangible assets, which consist of Dotolo, Amian and Esteemcare, 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. 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 Amian Angels, Inc. reporting unit. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 39%. We have allocated $1,217,704 of goodwill to the reporting unit Dotolo Research Corporation. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 18%. We have allocated $622,610 of goodwill the Esteemcare reporting unit. As of May 31, 2015 the fair value exceeds the carrying value of goodwill by 47%. 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. |
ADVERTISING COSTS | ADVERTISING COSTS Advertising costs included with selling, general and administrative expenses in the accompanying consolidated statements of operations were minimal for the three and nine months ended May 31, 2015 and 2014. Such costs are expensed as 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 12. 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. |
INVENTORY FINANCING AGREEMENTS | INVENTORY FINANCING AGREEMENTS Our inventory finance agreements consist of qualified for-sale equipment purchases. Qualifying inventory purchases are grouped into a 12 month finance agreements allowing the company to spread the payments for this inventory over a twelve month period. All inventory finance agreements are interest free and consist of only minor fees for setup. |
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 is 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 three and nine months ended May 31, 2015 and 2014 are as follows: For the Three Months Ended For the Nine Months Ended May 31, May 31, May 31, May 31, 2015 2014 2015 2014 Net gain (loss) attributable to common shareholders Continuing operations $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,152,393 ) Discontinued operations — — — 95,528 $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,056,865 ) Weighted average shares outstanding 242,589,170 112,247,396 187,353,653 93,925,094 Loss per common shares, basis and diluted Continuing operations $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Discontinued operations — — — 0.00 $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Due to the net losses during the three and nine months ended May 31, 2015 and 2014, 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 May 31, 2015 and 2014: As of May 31, May 31, 2015 2014 Underlying Underlying Description Common Shares Common Shares Convertible preferred stock 78,564,000 22,500,000 Convertible notes payable 210,272,886 81,383,460 Options 6,173,750 6,186,250 Warrants 21,000,000 26,583,333 Total potentially dilutive securities 316,010,636 136,653,043 |
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 | 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 Accoun28
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Property and equipment, useful life | Furniture and fixtures 5 to 10 years Computer equipment 5 years Equipment 5 to 10 years Software 3 to 5 years |
Net Loss Per Common Share | For the Three Months Ended For the Nine Months Ended May 31, May 31, May 31, May 31, 2015 2014 2015 2014 Net gain (loss) attributable to common shareholders Continuing operations $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,152,393 ) Discontinued operations — — — 95,528 $ (525,438 ) $ (238,952 ) $ (1,494,096 ) $ (1,056,865 ) Weighted average shares outstanding 242,589,170 112,247,396 187,353,653 93,925,094 Loss per common shares, basis and diluted Continuing operations $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Discontinued operations — — — 0.00 $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) |
Dilutive Securities | As of May 31, May 31, 2015 2014 Underlying Underlying Description Common Shares Common Shares Convertible preferred stock 78,564,000 22,500,000 Convertible notes payable 210,272,886 81,383,460 Options 6,173,750 6,186,250 Warrants 21,000,000 26,583,333 Total potentially dilutive securities 316,010,636 136,653,043 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Amian Health Services | Cash and cash equivalents $ 8,646 Property and equipment 6,000 Purchased goodwill 85,354 Total assets acquired $ 100,000 |
EsteemCare | Cash and cash equivalents $ 12,449 Accounts receivable (net) 573,130 Inventory 106,165 Prepaid expenses and other current assets 860 Property and equipment 3,008 Deposits and other assets 10,551 Purchased goodwill 622,610 Total assets acquired $ 1,328,773 Accounts payable and other accrued expenses $ 454,877 Inventory financing agreements 125,463 Notes payable 75,000 Total liabilities assumed $ 655,340 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
May. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | For the Three Months Ended For the Six Months Ended May 31, May 31, May 31, May 31, 2015 2014 2015 2014 Operating expenses: General and administrative $ — $ — $ — $ 36 Depreciation and amortization — — — — Total operating expenses — — — 36 Loss from operations — — — (36 ) Other income (expense): Total other income (expense) — — — — Loss from discontinued operations — — — (36 ) Gain on disposal of discontinued operations — — — 95,564 Loss from discontinued operations — — — 95,528 Less loss attributable to noncontrolling interest — — — — Net loss from discontinued operations $ — $ — $ — $ 95,528 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
May. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | May 31, August 31, 2015 2014 Furniture $ 14,118 $ 12,688 Office Equipment 13,625 12,962 Computers 24,409 22,321 Software 3,497 3,497 Leasehold improvements — — Equipment 17,623 16,763 Total property and equipment at cost 73,272 68,231 Less: accumulated depreciation and amortization (38,026 ) (28,264 ) $ 35,246 $ 39,967 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
May. 31, 2015 | |
Leases Tables | |
Leases | 2015 $ 33,495 2016 126,424 2017 114,808 2018 42,448 Totals $ 317,175 |
Inventory Financing Agreement (
Inventory Financing Agreement (Tables) | 9 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Financing Agreements | As of May 31, 2015 2014 Monthly Payment Wells Fargo (017) $ 8,331 $ — $ 4,165 VGM (322) 23,787 — 5,947 Wells Fargo (018) 24,694 — 6,174 VGM (323) 32,106 — 5,351 DLL (61942) 90,781 — 11,348 DLL (67910) 31,389 — 3,488 VGM (324) 32,512 — 3,612 DLL (68936) 11,263 — 1,126 Wells Fargo (019) 76,459 — 6,951 VGM (325) 85,680 — 7,140 DLL (61649) — 1,126 Outstanding leases $ 417,001 $ — $ 56,428 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
May. 31, 2015 | |
Payables and Accruals [Abstract] | |
Convertible Notes Payable | Ref. May 31, May 31, Numb. Description 2015 2014 2210 Conv. Note Payable (net of discount) $ 64,025 $ 235,025 2218 Conv. Note Payable (net of discount) $ — $ 100,000 2232 Conv. Note Payable (net of discount) $ — $ (567 ) 2238 Conv. Note Payable (net of discount) $ — $ 5,300 2239 Conv. Note Payable (net of discount) $ — $ 7,260 2247 Conv. Note Payable (net of discount) $ — $ 4,918 2250 Conv. Note Payable (net of discount) $ — $ 68,429 2261 Conv. Note Payable (net of discount) $ 8,100 $ — 2265 Conv. Note Payable (net of discount) $ 12,370 $ — 2267 Conv. Note Payable (net of discount) $ 24,897 $ — 2271 Conv. Note Payable (net of discount) $ 16,911 $ — 2274 Conv. Note Payable (net of discount) $ 11,123 $ — 2276 Conv. Note Payable (net of discount) $ 17,161 $ — 2278 Conv. Note Payable (net of discount) $ 56,910 $ — 2281 Conv. Note Payable (net of discount) $ 13,095 $ — 2290 Conv. Note Payable (net of discount) $ 31,918 $ — 2292 Conv. Note Payable (net of discount) $ 18,885 $ — 2294 Conv. Note Payable (net of discount) $ 15,579 $ — 2297 Conv. Note Payable (net of discount) $ 17,680 $ — 2310 Conv. Note Payable (net of discount) $ 15,650 $ — 2312 Conv. Note Payable (net of discount) $ 1,813 $ — 2314 Conv. Note Payable (net of discount) $ 20,592 $ — 2316 Conv. Note Payable (net of discount) $ 30,887 $ — Subtotal 377,596 420,365 Less: Long-Term portion — (235,025 ) Current portion $ 377,596 $ 185,340 |
Future minimum payments of Convertible Notes Payable | Convertible Fiscal Year Ending August 31, Notes Payable 2015 $ 0 2016 $ 377,596 |
Related Party Notes Payable | May 31, May 31, 2015 2014 6.0% line of credit (2) $ — $ 51,600 — Outstanding unsecured related party notes payable $ — $ 51,600 (1) Note payable to current CEO. |
Other Notes Payable | Ref. May 31, May 31, Numb. Description 2015 2014 Dot 1 Note Payable (net of discount) $ 1,500 $ 60,600 Dot 2 Note Payable (net of discount) 30,000 30,000 Dot 3 Note Payable (net of discount) 20,000 20,000 AA 1 Line of Credit 43,149 44,469 AA 2 Line of Credit 37,467 — AA 3 Merchant Loan — 130,400 AA 4 Merchant Loan — 142,109 AA 5 Merchant Loan 68,409 — AA 6 Merchant Loan 42,080 — AA 7 Merchant Loan 228,215 — AA 8 Merchant Loan 67,400 — AA 9 Note Payable (net of discount) — 14,765 EST 1 Note Payable (net of discount) 73,552 — 2226 Note Payable (net of discount) — 10,833 2227 Note Payable (net of discount) — 6,689 2228 Note Payable (net of discount) — 6,844 2229 Note Payable (net of discount) — 21,076 2230 Note Payable (net of discount) 68,510 70,659 2231 Note Payable (net of discount) 12,000 7,692 2236 Note Payable (net of discount) 1,533,584 275,155 2237 Note Payable (net of discount) — 11,444 2255 Note Payable (net of discount) 22,909 — 2257 Note Payable (net of discount) 68,920 — 2258 Note Payable (net of discount) 22,973 — 2263 Note Payable (net of discount) 56,215 — 2264 Note Payable (net of discount) 11,500 — 2300 Note Payable (net of discount) 416,466 498,179 2432 Note Payable (net of discount) 25,499 78,915 Subtotal 2,850,348 1,429,829 Less: Long-Term portion (376,037 ) (416,466 ) Current portion $ 2,474,311 $ 1,013,363 |
Future Minimum payments related conv. notes payable | Related Conv. Fiscal Year Ending August 31, Notes Payable 2015 2,394,130 2016 97,813 2017 326,226 2018 14,580 2019 17,599 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
May. 31, 2015 | |
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, 2013 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ — Converted — — — $ 0.40 Issued — — — $ — Outstanding, August 31, 2014 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ 0.40 Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 129,062 64,531 $ 25,812 $ 0.40 |
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, 2013 58,564 58,564,000 $ — $ 80.25 Expired/Retired — — — $ — Converted — — — $ — Issued 20,000 20,000,000 — $ 80.25 Outstanding, August 31, 2014 78,564 78,564,000 $ — $ — Expired/Retired — — — $ — Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 78,564 78,564,000 $ — $ 80.25 |
Registered Securities | Number of Securities Number of Securities To Be Issued Upon Weighted Average Remaining Available Exercise of Outstanding Exercise Price of For Future Options Outstanding Options Issuance Under Plans Equity compensation plans approved by stockholders - $0.00 7,000,000 Equity compensation plans not approved by stockholders - $0.00 - TOTAL - $0.00 7,000,000 |
Subscribed Stock issuable | For the period Ended May 31, 2015 Shares Amount Shares issuable upon conversion of convertible notes payable 4,500,000 $ 20,572 Total subscribed stock 4,500,000 $ 20,572 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 |
Warrant Activity | Weighted Avg. Number Exercise Price Outstanding, August 31, 2013 7,000,000 0.012 Expired/Retired - - Exercised - - Issued 23,583,333 0.011 Outstanding, August 31, 2014 30,583,333 - Expired/Retired - - Exercised - - Issued - - Outstanding, May 31, 2015 30,583,333 0.011 |
Fair-Value of Warrants | For the Six Months Ended May 31, 2015 2014 Volatility - 124% - 384% Risk free rate 0.00% 0.25% Expected dividends None None Expected term (in years) - 2 to 3 years |
Exercisable outstanding warrants | Weighted Average Date of Number Exercise Remaining Expiration Grant of Shares Price Exercise Life Date Outstanding, August 31, 2013 7,000,000 First quarter of fiscal 2014 4,500,000 $ 0.012 3 years November 2017 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 2019 Fourth quarter of fiscal 2014 4,000,000 $ 0.007 2 years August 2016 Outstanding, August 31, 2014 30,583,333 First quarter of fiscal 2015 - $ - - Second quarter of fiscal 2015 - Outstanding, May 31, 2015 30,583,333 |
Stock Options | Weighted Average Number of Option Price Exercise Price Options Granted Per Share Per Share Outstanding, August 31, 2013 217,085 $ 0.12 - 2.00 $ 1.120 Granted 6,120,000 $ 0.015 - 0.016 $ 0.020 Exercised — — $ — Cancelled (163,335 ) $ 1.04 - 2.00 $ 1.380 Outstanding, August 31, 2014 6,173,750 $ 0.12 - 2.00 $ 0.016 Granted — $ — $ — Exercised — — $ — Cancelled — $ 0.00 $ — Outstanding, May 31, 2015 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) 8.74 8.74 Weighted average exercise price $ 0.016 $ 0.016 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Below are the segment assets as of May 31, 2015. As of May 31, 2015 Personal Care Medical Device Med. Products Corporate Segment Segment Segment Overhead Totals (Unaudited) (Unaudited) (Unaudited) (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 76,633 $ 120 $ 21,008 $ 22,724 $ 120,485 Accounts receivable (net) 233,710 — $ 803,299 — 1,037,009 Inventory — 31,271 $ 106,165 — 137,436 Prepaid expenses and other current assets — — $ 2,946 12,965 15,911 Prepaid commissions and finders' fees — — 85 3,889 3,974 Total current assets 310,343 31,391 933,503 39,578 1,314,815 Property and equipment (net) 16,211 15,217 3,283 535 35,246 Deposits and other assets 2,307 32,303 9,866 33,202 77,678 Goodwill 564,075 1,217,704 622,610 — 2,404,389 Patents, registrations (net of amortization) — 19,903 — — 19,903 Total assets $ 892,936 $ 1,316,518 $ 1,569,262 $ 73,315 $ 3,852,031 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 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 — — — 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 statements of operations for the reporting periods presented. For the Three Months Ended May 31, 2015 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 812,626 $ — $ 423,030 $ — $ 1,235,656 Cost of revenues 698,215 — 187,381 — 885,596 Gross profit 114,411 — 235,649 — 350,060 Operating expenses: General and administrative 81,451 14,739 159,793 187,906 443,889 Research and development Expense — — — — — Depreciation and amortization 2,262 2,423 253 84 5,022 Total operating expenses 83,713 17,162 160,046 187,990 448,911 Loss from operations 30,698 (17,162 ) 75,603 (187,990 ) (98,851 ) Other income (expense): Interest and finance charges (81,952 ) (1,500 ) (3,076 ) (351,380 ) (437,908 ) Interest and finance charges - related parties — — — — — Other income (expenses) 11,307 14 — — 11,321 Total other income (expense) (70,645 ) (1,486 ) (3,076 ) (351,380 ) (426,587 ) Loss from continuing operations $ (39,947 ) $ (18,648 ) $ 72,527 $ (539,370 ) $ (525,438 ) For the Three Months Ended May 31, 2014 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 988,385 $ — $ — $ — $ 988,385 Cost of revenues 776,406 12,351 — — 788,757 Gross profit 211,979 (12,351 ) — — 199,628 Operating expenses: General and administrative 166,867 4,979 — 105,104 276,950 Depreciation and amortization 3,157 2,423 — 84 5,664 Total operating expenses 170,024 7,402 — 105,188 282,614 Loss from operations 41,955 (19,753 ) — (105,188 ) (82,986 ) Other income (expense): Interest and finance charges (80,786 ) (2,250 ) — (84,438 ) (167,474 ) Interest and finance charges - related parties — (791 ) — — (791 ) Loss on conversion of notes payable - related parties — — — (62,151 ) (62,151 ) Loss on disposal of assets — — — — — Other income (expenses) 74,667 (217 ) — — 74,450 Total other income (expense) (6,119 ) (3,258 ) — (146,589 ) (155,966 ) Loss from continuing operations $ 35,836 $ (23,011 ) $ — $ (251,777 ) $ (238,952 ) Below are the statements of operations for the reporting periods presented. For the Nine Months Ended May 31, 2015 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 2,573,547 $ — $ 1,051,860 $ — $ 3,625,407 Cost of revenues 2,129,572 — 499,225 — 2,628,797 Gross profit 443,975 — 552,635 — 996,610 Operating expenses: General and administrative 317,165 58,489 424,693 579,422 1,379,769 Research and development expense — 10,000 — — 10,000 Depreciation and amortization 6,289 7,269 546 252 14,356 Total operating expenses 323,454 75,758 425,239 579,674 1,404,125 Loss from operations 120,521 (75,758 ) 127,396 (579,674 ) (407,515 ) Other income (expense): Interest and finance charges (244,613 ) (5,500 ) (3,848 ) (836,052 ) (1,090,013 ) Interest and finance charges - related parties — (1,051 ) — — (1,051 ) Other income (expenses) 8,541 (3,854 ) — (204 ) 4,483 Total other income (expense) (236,072 ) (10,405 ) (3,848 ) (836,256 ) (1,086,581 ) Loss from operations $ (115,551 ) $ (86,163 ) $ 123,548 $ (1,415,930 ) $ (1,494,096 ) For the Nine Months Ended May 31, 2014 Personal Care Medical Device Medical Products Corporate Segment Segment Segment Overhead Totals Revenues $ 2,696,776 $ — $ — $ — $ 2,696,776 Cost of revenues 2,030,450 36,350 — — 2,066,800 Gross profit 666,326 (36,350 ) — — 629,976 Operating expenses: General and administrative 506,387 28,222 — 465,301 999,910 Depreciation and amortization 9,636 7,268 — 252 17,156 Total operating expenses 516,023 35,490 — 465,553 1,017,066 Loss from operations 150,303 (71,840 ) — (465,553 ) (387,090 ) Other income (expense): Interest and finance charges (171,837 ) (8,560 ) — (454,436 ) (634,833 ) Interest and finance charges - related parties — (2,348 ) — (15,708 ) (18,056 ) Loss on conversion of notes payable - related parties — — — (155,728 ) (155,728 ) Loss on disposal of assets (28,748 ) — — — (28,748 ) Other income (expenses) 72,775 (713 ) — — 72,062 Total other income (expense) (127,810 ) (11,621 ) — (625,872 ) (765,303 ) Loss from operations $ 22,493 $ (83,461 ) $ — $ (1,091,425 ) $ (1,152,393 ) |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 9 Months Ended |
May. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Non-cash Investing and Financing Activities | NOTE 18 – STATEMENT OF CASH FLOWS For the six months ended February 28, 2015, these supplemental non-cash investing and financing activities are summarized as follows: Amount On November 15, 2014, the Company issued 1,000,000 S-8 shares of common stock in payment for a investor relations consulting contract. 4,000 On November 15, 2014, the Company issued 5,000,000 shares of common stock in payment for investor relations consulting contract. 20,000 On November 17, 2014, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $10,545 related to that transaction. 10,545 On November 17, 2014, the Company issued a $25,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $10,545 related to that transaction. 10,545 On January 22, 2015, the Company issued a $35,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $35,000 related to that transaction. 35,000 On January 30, 2015, the Company issued 5,000,000 shares of common stock in payment for investor relations consulting contract. 38,500 On January 30, 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $50,000 related to that transaction. 50,000 On February 5 2015, the Company issued a $50,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $50,000 related to that transaction. 50,000 On February 4, 2015, the Company issued a $35,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $35,000 related to that transaction. 35,000 On February 12, 2015, the Company issued a $75,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $75,000 related to that transaction. 75,000 On February 25, 2015, the Company issued a $30,000 convertible promissory note to a non-related party. We recorded a beneficial conversion feature the in amount of $30,000 related to that transaction. 30,000 Total non-cash transactions from investing and financing activities. $ 358,590 For the six months ended February 28, 2014, these supplemental non-cash investing and financing activities are summarized as follows: On September 11, 2013, the Company issued 1,500,000 warrants to an affiliated party for additional compensation related to an operating capital investment. The value of these warrants was expensed as interest and finance charges. $ 15,656 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 For the six months ended February 28, 2014, these supplemental non-cash investing and financing activities are summarized as follows (continued): 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 Total non-cash transactions from investing and financing activities. $ 293,888 |
Description of Company (Details
Description of Company (Details) | 9 Months Ended |
May. 31, 2014USD ($) | |
Description Of Company Details | |
Debt relief | $ 90,000 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Property and Equipment (Details) (USD$) | 9 Months Ended |
May. 31, 2015yr | |
Computer Equipment [Member] | |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 5 |
Equipment [Member] | |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 10 |
Software [Member] | |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 5 |
Furniture and Fixtures [Member] | |
Minimum Useful Life (Years) | 5 |
Maximum Useful Life (Years) | 10 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 9 Months Ended | ||
May. 31, 2014 | May. 31, 2015 | Aug. 31, 2014 | |
Goodwill | $ 2,404,389 | $ 1,781,779 | |
Discount rate | 8.00% | ||
Angels of Mercy, Inc. [Member] | |||
Goodwill | $ 564,075 | ||
Fair value exceeds the carrying value of goodwill | 39.00% | ||
Dotolo Research Corporation [Member] | |||
Goodwill | $ 1,217,704 | ||
Fair value exceeds the carrying value of goodwill | 18.00% | ||
Esteemcare Reporting Unit [Member] | |||
Goodwill | $ 622,610 | ||
Fair value exceeds the carrying value of goodwill | 47.00% |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Net Loss Per Common Share -Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Summary Of Significant Accounting Policies - Net Loss Per Common Share -basic And Diluted Details | ||||
Continuing operations | $ (525,438) | $ (238,952) | $ (1,494,096) | $ (1,152,393) |
Discontinued operations | 95,528 | |||
Net loss attributable to common shareholders | $ (525,438) | $ (238,952) | $ (1,494,096) | $ (1,056,865) |
Weighted average shares outstanding | 242,589,170 | 112,247,396 | 187,353,653 | 93,925,094 |
Loss per common share, basic and diluted: | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Continuing operations | $ 0 | $ 0 | $ (0.01) | (0.01) |
Discontinued operations | 0 | |||
Common share, basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Net Loss Per Common Share - Dilutive Securities (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Feb. 28, 2014 | May. 31, 2015 | May. 31, 2014 | |
Description | |||
Convertible preferred stock | 78,564,000 | 22,500,000 | |
Convertible notes payable | 81,383,460 | 210,272,886 | |
Options | $ 6,186,250 | $ 6,173,750 | |
Warrants | 26,583,333 | 21,000,000 | |
Total potentially dilutive securities | 136,653,043 | 316,010,636 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 9 Months Ended |
May. 31, 2015USD ($) | |
Notes Payable Details Narrative 4 | |
Amount needed to fund operations | $ 1,000,000 |
Amount needed to fund overhead | $ 500,000 |
Acquisitions - Acquisitions (De
Acquisitions - Acquisitions (Details) | May. 31, 2015USD ($) |
Amian Health Services [Member] | |
Cash and cash equivalents | $ 8,646 |
Property and equipment | 6,000 |
Purchased Goodwill | 85,354 |
Total assets acquired | 100,000 |
Esteemcare Inc. [Member] | |
Cash and cash equivalents | 12,449 |
Accounts receivable (net) | 573,130 |
Inventory | 106,165 |
Prepaid expenses and other current assets | 860 |
Property and equipment | 3,008 |
Deposits and other assets | 10,551 |
Purchased Goodwill | 622,610 |
Total assets acquired | 1,328,773 |
Accounts payable and other accrued expenses | 454,877 |
Inventory financing agreements | 125,463 |
Notes payable | 75,000 |
Total liabilities assumed | $ 655,340 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 25, 2014 | Dec. 10, 2013 |
Acquisitions Details Narrative | ||
Purchase price | $ 400,000 | $ 100,000 |
Down payment received | 100,000 | 75,000 |
Promissory note for sale of stock | $ 25,000 | |
Payoff operating leases | $ 173,433 |
Discountinued Operations (Detai
Discountinued Operations (Details) - USD ($) | 9 Months Ended | ||
May. 31, 2015 | Nov. 01, 2013 | ||
Discountinued Operations Details | |||
Promissory note | $ 50,000 | ||
Legal Billings | $ 145,522 | ||
Payments, monthly | [1] | $ 4,257 | |
[1] | promissory note bears interest at 4% and requires 12 monthly payments |
Discountinued Operations (Det47
Discountinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Operating expenses: | ||||
General and administrative | $ 36 | |||
Depreciation and amortization | ||||
Total operating expenses | $ 36 | |||
Loss from operations | $ (36) | |||
Other income (expense): | ||||
Total other income (expense) | ||||
Loss from discontinued operations | $ (36) | |||
Gain on disposal of discontinued operations | 95,564 | |||
Loss from discontinued operations | $ 95,528 | |||
Less loss attributable to noncontrolling interest | ||||
Net loss from discontinued operations | $ 95,528 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | May. 31, 2015 | Aug. 31, 2014 | May. 31, 2014 |
Inventory | $ 137,436 | $ 31,271 | $ 31,271 |
Medical products and technologies [Member] | |||
Inventory | $ 106,165 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Property And Equipment Details Narrative | ||
Furniture | $ 14,118 | $ 12,688 |
Office Equipment | 13,625 | 12,962 |
Computers | 24,409 | 22,321 |
Software | $ 3,497 | $ 3,497 |
Leasehold improvements | ||
Equipment | $ 17,623 | $ 16,763 |
Total property and equipment at cost | 73,272 | 68,231 |
Less: accumulated depreciation and amortization | (38,026) | (28,264) |
Property and equipment (net of accumulated depreciation of $28,264 and $11,820) | $ 35,246 | $ 39,967 |
Leases (Details)
Leases (Details) | May. 31, 2015USD ($) |
Leases Details | |
2,015 | $ 33,495 |
2,016 | 126,424 |
2,017 | 114,808 |
2,018 | 42,448 |
Totals | $ 317,175 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Leases [Abstract] | ||||
Rent Expense | $ 36,527 | $ 19,178 | $ 112,055 | $ 64,680 |
Goodwill, Patents and Other I52
Goodwill, Patents and Other Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
May. 31, 2015 | Aug. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents and Registrations | $ 122,479 | |
Accumulated Amortization | 102,576 | $ 97,983 |
Amortization Expense | $ 6,124 |
Inventory Financing Agreement -
Inventory Financing Agreement - Financing Agreements (Details) - May. 31, 2015 - USD ($) | Total |
Line of Credit Facility [Line Items] | |
Finance Agreement | $ 417,001 |
Monthly payment | 56,428 |
Wells Fargo (17) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 8,331 |
Monthly payment | 4,165 |
VGM (322) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 23,787 |
Monthly payment | 5,947 |
Wells Fargo (18) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 24,694 |
Monthly payment | 6,174 |
VGM (323) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 32,106 |
Monthly payment | 5,351 |
DLL (61924) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 90,781 |
Monthly payment | 11,348 |
DLL (67910) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 31,389 |
Monthly payment | 3,488 |
VGM (324) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 32,512 |
Monthly payment | 3,612 |
DLL (68936) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 76,459 |
Monthly payment | 1,126 |
Wells Fargo (019) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 11,263 |
Monthly payment | 6,951 |
VGM (325) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | 85,680 |
Monthly payment | $ 7,140 |
DLL (61649) [Member] | |
Line of Credit Facility [Line Items] | |
Finance Agreement | |
Monthly payment | $ 1,126 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | $ 377,596 | $ 420,365 |
Long-term portion | (235,025) | |
Less: Current portion | 377,596 | 185,340 |
Convertible Notes Payable 2210[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | $ 64,025 | 235,025 |
Convertible Notes Payable 2218[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 100,000 | |
Convertible Notes Payable 2232[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | (567) | |
Convertible Notes Payable 2238[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 5,300 | |
Convertible Notes Payable 2239[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 7,260 | |
Convertible Notes Payable 2247[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 4,918 | |
Convertible Notes Payable 2250[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | $ 68,429 | |
Convertible Notes Payable 2261[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | $ 8,100 | |
Convertible Notes Payable 2265[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 12,370 | |
Convertible Notes Payable 2267[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 24,897 | |
Convertible Notes Payable 2271[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 16,911 | |
Convertible Notes Payable 2274[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 11,123 | |
Convertible Notes Payable 2276[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 17,161 | |
Convertible Notes Payable 2278[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 56,910 | |
Convertible Notes Payable 2281[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 13,095 | |
Convertible Notes Payable 2290[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 31,918 | |
Convertible Notes Payable 2292[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 18,885 | |
Convertible Notes Payable 2294[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 15,579 | |
Convertible Notes Payable 2297[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 17,680 | |
Convertible Notes Payable 2310[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 15,650 | |
Convertible Notes Payable 2312[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 1,813 | |
Convertible Notes Payable 2314[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | 20,592 | |
Convertible Notes Payable 2316[Member] | ||
Debt Instrument [Line Items] | ||
Total unsecured convertible notes payable | $ 30,887 |
Convertible Notes Payable (De55
Convertible Notes Payable (Details 1) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Convertible Notes Payable Details 1 | ||
Future minimum payments | $ 377,596 | $ 0 |
Convertible Notes Payable (De56
Convertible Notes Payable (Details Narrative 1) - May. 31, 2015 - USD ($) | Total | |
Convertible Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 235,025 | |
Assigned principal to another investor | $ 125,000 | |
Interest rate of note | 6.00% | |
Per share conversion rate of note | $ 0.20 | |
Interest accrued on promissory notes | $ 82,833 | |
Note payable | $ 64,025 | |
Shares issued | 8,788,171 | |
Shares issued, amount | $ 46,000 | |
Note reduction | 189,025 | |
Convertible Notes Payable 2218[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 700,000 | |
Convertible discount | 60.00% | |
Interest accrued on promissory notes | $ 65,469 | |
Extended convertible promissory notes | [1] | 125,000 |
Convertible Notes Payable 2232[Member] | ||
Debt Instrument [Line Items] | ||
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 | $ 0.0033 | |
Interest accrued on promissory notes | $ 690 | |
Shares issued | 5,383,007 | |
Convertible Notes Payable Additional 2232[Member] | ||
Debt Instrument [Line Items] | ||
Extended convertible promissory notes | $ 7,926 | |
Per share conversion rate of extended notes | $ 0.002475 | |
Interest accrued on promissory notes | $ 530 | |
Shares issued | 3,416,764 | |
Convertible Notes Payable 2238[Member] | ||
Debt Instrument [Line Items] | ||
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 | $ 1,384 | |
Shares issued | 16,801,705 | |
Convertible Notes Payable Additional 2238[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 50,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 35.00% | |
Beneficial conversion feature | $ 50,000 | |
Convertible Notes Payable 2247[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 25,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 35.00% | |
Shares issued | 8,284,469 | |
Shares issued, amount | $ 25,000 | |
Convertible Note 2250 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 115,000 | |
Interest rate of note | 10.00% | |
Per share conversion rate of note | $ 0.009 | |
Beneficial conversion feature | $ 38,322 | |
Convertible Note 2253 [Member] | ||
Debt Instrument [Line Items] | ||
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 | $ 1,134 | |
Shares issued | 18,571,550 | |
Convertible Note 2259 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 25,000 | |
Interest rate of note | 8.00% | |
Beneficial conversion feature | $ 10,545 | |
Interest accrued on promissory notes | 85 | |
Note payable | $ 10,545 | |
Shares issued | 9,641,872 | |
Shares issued, amount | $ 25,000 | |
Convertible Note 2261 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 25,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 30.00% | |
Beneficial conversion feature | $ 10,545 | |
Interest accrued on promissory notes | $ 567 | |
Shares issued | 6,211,180 | |
Shares issued, amount | $ 11,989 | |
Convertible Note 2265 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 35,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 35,000 | |
Interest accrued on promissory notes | 1,003 | |
Convertible Note 2267[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 50,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 50,000 | |
Interest accrued on promissory notes | 1,989 | |
Convertible Note 2269[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 50,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 50,000 | |
Shares issued | 16,669,092 | |
Shares issued, amount | $ 50,198 | |
Convertible Note 2274[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 35,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 35,000 | |
Interest accrued on promissory notes | 1,128 | |
Convertible Note 2271[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 75,000 | |
Interest rate of note | 10.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 75,000 | |
Interest accrued on promissory notes | 250 | |
Convertible Note 2281[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 30,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 30,000 | |
Interest accrued on promissory notes | 937 | |
Convertible Notes Payable 2276[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 36,750 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Interest accrued on promissory notes | $ 711 | |
Convertible Notes Payable 2283[Member] | ||
Debt Instrument [Line Items] | ||
Assigned principal to another investor | $ 30,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Shares issued | 9,180,298 | |
Shares issued, amount | $ 30,096 | |
Convertible Notes Payable 2278[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 88,000 | |
Interest rate of note | 12.00% | |
Convertible discount | 38.00% | |
Interest accrued on promissory notes | $ 2,376 | |
Convertible Notes Payable 2290[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 50,000 | |
Interest rate of note | 10.00% | |
Interest accrued on promissory notes | $ 931 | |
Convertible Notes Payable 2292[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 32,000 | |
Interest rate of note | 8.00% | |
Interest accrued on promissory notes | $ 441 | |
Convertible Notes Payable 2294[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 27,500 | |
Interest rate of note | 12.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 6,000 | |
Interest accrued on promissory notes | 330 | |
Convertible Notes Payable 2297[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 58,000 | |
Interest rate of note | 8.00% | |
Interest accrued on promissory notes | $ 683 | |
Convertible Notes Payable 2310[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 35,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 21,452 | |
Interest accrued on promissory notes | 280 | |
Convertible Notes Payable 2312[Member] | ||
Debt Instrument [Line Items] | ||
Assigned principal to another investor | $ 45,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 29,715 | |
Interest accrued on promissory notes | $ 100 | |
Shares issued | 9,400,000 | |
Shares issued, amount | $ 16,261 | |
Convertible Notes Payable 2314[Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 50,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 30,645 | |
Interest accrued on promissory notes | 100 | |
Convertible Notes Payable 2316[Member] | ||
Debt Instrument [Line Items] | ||
Assigned principal to another investor | $ 75,000 | |
Interest rate of note | 8.00% | |
Convertible discount | 38.00% | |
Beneficial conversion feature | $ 45,968 | |
[1] | In October 2013 and November 2014, the investor sold two $25,000 positions of principal in the note to another accredited investor and currently holds a note representing the remaining $75,000 in principal. |
Notes Payable - Related Party (
Notes Payable - Related Party (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 | May. 31, 2015 | May. 31, 2014 |
Principal paid | $ 377,596 | $ 0 | ||
Convertible Related Party Notes Payable [Member] | ||||
Outstanding unsecured related party convertible notes payable | $ 51,600 | |||
Interest Rate | 6.00% | |||
Principal paid | $ 51,600 | |||
Accrued interest | $ 7,393 |
Other Notes Payable (Details)
Other Notes Payable (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Note payable [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 2,850,348 | $ 1,429,829 |
Less: Long-term Portion | (376,037) | (416,466) |
Current Portion | 2,474,311 | 1,013,363 |
Dot 1 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 1,500 | 60,600 |
Dot 2[Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 30,000 | 30,000 |
Dot 3 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 20,000 | 20,000 |
Line of credit AA1 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 43,149 | $ 44,469 |
Line of credit AA2 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 37,467 | |
Merchant Loan AA3 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 130,400 | |
Merchant Loan AA4 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 142,109 | |
Merchant Loan AA5 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 68,409 | |
Merchant Loan AA6 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 42,080 | |
Merchant Loan AA7 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 228,215 | |
Merchant Loan AA8 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 67,400 | |
Note Payable AA9 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 14,765 | |
Note Payable EST1 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 73,552 | |
Note Payable 2226 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 10,833 | |
Note Payable 2227 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 6,689 | |
Note Payable 2228 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 6,844 | |
Note Payable 2229 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 21,076 | |
Note Payable 2230 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 68,510 | 70,659 |
Note Payable 2231 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 12,000 | 7,692 |
Note Payable 2236 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 1,533,584 | 275,155 |
Note Payable 2237 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 11,444 | |
Note Payable 2255 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 22,909 | |
Note Payable 2257 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 68,920 | |
Note Payable 2258 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 22,973 | |
Note Payable 2263 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 56,215 | |
Note Payable 2264 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 11,500 | |
Note Payable 2300 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | 416,466 | $ 498,179 |
Note Payable 2432 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable | $ 25,499 | $ 78,915 |
Notes Payable - Other (Details
Notes Payable - Other (Details Narrative) - May. 31, 2015 - USD ($) | Total |
Dot 1 [Member] | |
Debt Instrument [Line Items] | |
Date | Apr. 30, 2012 |
Notes Payable | $ 150,000 |
Note payable - current | 1,500 |
Monthly installments | $ 1,500 |
Number of installments | 10 |
Total Payments | $ 45,000 |
Dot 2[Member] | |
Debt Instrument [Line Items] | |
Date | Feb. 27, 2013 |
Notes Payable | $ 30,000 |
Interest rate of note | 18.00% |
Interest payments | $ 1,350 |
Accrued Interest | 1,965 |
Dot 3 [Member] | |
Debt Instrument [Line Items] | |
Notes Payable | 20,000 |
Proceeds of Loan | $ 45,000 |
Interest rate of note | 18.00% |
Interest payments | $ 900 |
Accrued Interest | 1,090 |
Line of credit AA1 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 50,000 |
Notes Payable | 43,265 |
Line of credit AA2 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 80,000 |
Notes Payable | 37,467 |
Proceeds of Loan | $ 80,000 |
Interest rate of note | 15.00% |
Total Payments | $ 42,533 |
Merchant Loan AA3 [Member] | |
Debt Instrument [Line Items] | |
Date | Mar. 11, 2014 |
Financing Agreement | $ 120,000 |
Proceeds of Loan | 119,301 |
Monthly installments | $ 800 |
Number of installments | 189 |
Total Payments | $ 151,200 |
Merchant Loan AA4 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 150,000 |
Proceeds of Loan | 146,750 |
Monthly installments | $ 940 |
Number of installments | 209 |
Total Payments | $ 196,500 |
Merchant Loan AA5 [Member] | |
Debt Instrument [Line Items] | |
Date | May 22, 2015 |
Financing Agreement | $ 50,000 |
Proceeds of Loan | 68,409 |
Monthly installments | $ 530 |
Number of installments | 132 |
Total Payments | $ 70,000 |
Merchant Loan AA6 [Member] | |
Debt Instrument [Line Items] | |
Date | May 7, 2015 |
Financing Agreement | $ 35,000 |
Proceeds of Loan | 42,080 |
Monthly installments | $ 599 |
Number of installments | 85 |
Total Payments | $ 51,065 |
Merchant Loan AA7 [Member] | |
Debt Instrument [Line Items] | |
Date | Dec. 15, 2014 |
Financing Agreement | $ 300,000 |
Notes Payable | 228,215 |
Proceeds of Loan | 163,713 |
Monthly installments | $ 1,607 |
Number of installments | 252 |
Total Payments | $ 405,000 |
Merchant Loan AA8 [Member] | |
Debt Instrument [Line Items] | |
Date | Apr. 30, 2015 |
Financing Agreement | $ 60,000 |
Notes Payable | 67,400 |
Monthly installments | $ 999 |
Number of installments | 87 |
Total Payments | $ 87,450 |
Note Payable AA9 [Member] | |
Debt Instrument [Line Items] | |
Notes Payable | $ 25,000 |
Interest rate of note | 6.00% |
Monthly installments | $ 2,152 |
Note Payable EST1 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 75,000 |
Note payable - current | 68,920 |
Monthly installments | 4,524 |
Accrued Interest | 2,688 |
Note Payable 2226 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 65,000 |
Monthly installments | 5,417 |
Note Payable 2227 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 20,000 |
Monthly installments | $ 150 |
Warrant issued for debt | 3,000,000 |
Debt Discount | $ 14,805 |
Note Payable 2228 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 10,000 |
Monthly installments | 150 |
Note Payable 2229 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 145,523 |
Monthly installments | 4,257 |
Total Payments | 50,000 |
Note Payable 2230 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 75,000 |
Note payable - current | $ 68,510 |
Interest rate of note | 18.00% |
Monthly installments | $ 1,375 |
Warrant issued for debt | 3,500,000 |
Debt Discount | $ 5,992 |
Shares issued for debt | 1,000,000 |
Note Payable 2231 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | $ 12,000 |
Interest rate of note | 10.00% |
Accrued Interest | $ 1,437 |
Warrant issued for debt | 3,000,000 |
Debt Discount | $ 7,746 |
Note Payable 2236 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 4,000,000 |
Note payable - current | 1,533,584 |
Proceeds of Loan | $ 500,000 |
Interest rate of note | 14.50% |
Note Payable 2237 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | $ 15,000 |
Interest rate of note | 6.00% |
Loan fees | $ 9,000 |
Warrant issued for debt | 1,500,000 |
Debt Discount | $ 5,151 |
Converted debt, amount | $ 10,000 |
Shares issued for debt | 1,000,000 |
Note Payable 2255 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | $ 25,000 |
Accrued Interest | $ 1,993 |
Warrant issued for debt | 4,000,000 |
Debt Discount | $ 10,177 |
Note Payable 2257 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 75,000 |
Note payable - current | 68,920 |
Note Payable 2258 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 25,000 |
Note payable - current | 22,973 |
Note Payable 2263 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 60,000 |
Note payable - current | $ 56,217 |
Interest rate of note | 12.00% |
Monthly installments | $ 1,334 |
Note Payable 2264 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 48,000 |
Note payable - current | 11,500 |
Monthly installments | 8,500 |
Note Payable 2300 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 550,000 |
Note payable - current | $ 416,466 |
Interest rate of note | 6.00% |
Monthly installments | $ 9,115 |
Total Payments | 205,705 |
Note Payable 2432 [Member] | |
Debt Instrument [Line Items] | |
Financing Agreement | 100,000 |
Note payable - current | $ 25,499 |
Interest rate of note | 18.00% |
Monthly installments | $ 6,200 |
Interest payments | $ 1,200 |
Notes Payable - Other(Details N
Notes Payable - Other(Details Narrative 1) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 | |
NotesPayableDetailsNarrative3Abstract | |||||
Future minimum payments | $ 17,599 | $ 14,580 | $ 326,226 | $ 97,813 | $ 2,394,130 |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
May. 31, 2015 | Aug. 31, 2014 | |
Proceeds if Shares Converted | ||
Shares Issued | 23,583,333 | |
Series A Preferred Stock [Member] | ||
Number of Preferred Shares | ||
Shares Outstanding, beginning balance | 129,062 | 129,062 |
Shares Outstanding, ending balance | 129,062 | 129,062 |
Number of Common Shares Convertible | ||
Shares Outstanding, beginning balance | 64,531 | 64,531 |
Shares Outstanding, ending balance | 64,531 | 64,531 |
Proceeds if Shares Converted | ||
Amount converted, beginning balance | 25,812 | 25,812 |
Amount converted, ending balance | 25,812 | 25,812 |
Weighted Average Exercise Price Per Common Stock | ||
Shares Outstanding, beginning balance | $ 0.40 | $ 0.40 |
Shares Converted | 0.40 | 0.40 |
Sharess Outstanding, ending balance | $ 0.40 | $ 0.40 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - 1 months ended Jan. 31, 2003 - $ / shares | Total |
Stockholders Equity Details Narrative | |
Series A convertible preferred stock authorized | 4,500,000 |
Series A convertible preferred stock par value | $ 0.001 |
Series A convertible preferred stock outstanding | 129,062 |
Stockholders Equity Additional
Stockholders Equity Additional (Details Narrative) - $ / shares | May. 31, 2015 | 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 | $ 0.001 | ||
Total convertible units issued | 4,032,743 | ||
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) - $ / shares | 9 Months Ended | 12 Months Ended |
May. 31, 2015 | Aug. 31, 2014 | |
Proceeds if Shares Converted | ||
Shares Issued | 23,583,333 | |
Series D Preferred Stock [Member] | ||
Number of Preferred Shares | ||
Shares Outstanding, beginning balance | 78,564 | 58,564 |
Shares Issued | 20,000 | |
Shares Outstanding, ending balance | 78,564 | 78,564 |
Number of Common Shares Convertible | ||
Shares Outstanding, beginning balance | 78,564,000 | 58,564,000 |
Shares Issued | 20,000,000 | |
Shares Outstanding, ending balance | 78,564,000 | 78,564,000 |
Proceeds if Shares Converted | ||
Amount converted, ending balance | ||
Weighted Average Exercise Price Per Common Stock | ||
Shares Outstanding, beginning balance | $ 80.25 | |
Shares Expired/Retired | 80.25 | |
Sharess Outstanding, ending balance | $ 80.25 | $ 80.25 |
Stockholders Equity (Details 65
Stockholders Equity (Details Narrative 1) - $ / shares | 15 Months Ended | |||||
May. 31, 2018 | May. 31, 2017 | May. 31, 2016 | May. 31, 2015 | May. 31, 2014 | Mar. 22, 2013 | |
Series D Preferred Stock [Member] | ||||||
Series D Convertible Preferred Stock, authorized | 60,000 | |||||
Series D Convertible Preferred Stock, par value | $ 0.001 | |||||
Series D Convertible Preferred Stock, liquidation value | $ 80.25 | |||||
Series D Convertible Preferred Stock, issued | 58,564 | |||||
New Series D Convertible Preferred Stock [Member] | ||||||
Votes per share | 2,000 | 1,600 | 1,200 | 800 | 400 |
Stockholders Equity - Stock Sub
Stockholders Equity - Stock Subscribed (Details Narrative) - Aug. 31, 2014 - USD ($) | Total |
Stockholders Equity - Stock Subscribed Details Narrative | |
Common stock subscribed | $ 5,000 |
Shares issued conversion of notes payable | 1,058,201 |
Stockholders Equity (Details 67
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 - Warrants
Stockholders Equity - Warrants (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | |
Outstanding Warrants | 21,000,000 | 17,000,000 | 30,583,333 | 7,000,000 |
Warrants Exercised | (9,583,333) | |||
Warrants issued | 23,583,333 | |||
Weighted Average Exercise Price | $ 0.012 | $ 0.014 | $ 0.011 | $ 0.012 |
Minimum [Member] | ||||
Votality | 124.00% | |||
Risk free rate | 0.00% | 0.25% | ||
Expected dividends | ||||
Exepected Term | 2 years | |||
Maximum [Member] | ||||
Votality | 702.00% | |||
Risk free rate | 0.00% | |||
Exepected Term | 5 years |
Stockholders Equity- Warrants (
Stockholders Equity- Warrants (Details Narrative 1) - USD ($) | 9 Months Ended | |||||||
May. 31, 2015 | May. 31, 2014 | May. 30, 2015 | Aug. 31, 2014 | Aug. 30, 2014 | May. 30, 2014 | Feb. 27, 2014 | Aug. 31, 2013 | |
Stockholders Equity- Warrants Details Narrative 1 | ||||||||
Shares authorized under stock option plans | 21,000,000 | 4,500,000 | (9,583,333) | 30,583,333 | 4,000,000 | 9,583,333 | 5,500,000 | 7,000,000 |
Weighted Average Exercise Price | $ 0.012 | $ 0.009 | $ 0.012 | $ .007 | $ 0.012 | $ 0.017 | $ 0.012 | |
Share compensation expense | $ 91,163 |
Stockholders Equity - 2000 Stoc
Stockholders Equity - 2000 Stock Incentatvie Plan (Details) | 9 Months Ended | ||||||
May. 31, 2015USD ($)Number$ / sharesshares | May. 31, 2014USD ($) | Dec. 20, 2014$ / sharesshares | Aug. 31, 2014shares | Dec. 13, 2013$ / sharesshares | Aug. 31, 2013shares | Feb. 28, 2000shares | |
Stock based compensation | $ | $ 91,163 | ||||||
Option Outstanding [Member] | |||||||
Number of options | 6,173,750 | ||||||
Weighted average remaining contractual term (years) | Number | 1.17 | ||||||
Weighted average exercise price | $ / shares | $ .016 | ||||||
Options Exercisable [Member] | |||||||
Number of options | 6,173,750 | ||||||
Weighted average remaining contractual term (years) | Number | 1.17 | ||||||
Weighted average exercise price | $ / shares | $ 0.016 | ||||||
Stock Incentative Plan [Member] | |||||||
Shares authorized | 473,253 | 20,000 | 6,100,000 | 7,500,000 | |||
Number of options | 6,173,750 | 6,173,750 | 217,085 | ||||
Weighted average exercise price | $ / shares | $ .016 | $ 0.015 |
Stockholders Equity - 2000 St71
Stockholders Equity - 2000 Stock Incentatvie Plan (Details 1) - shares | 9 Months Ended | 12 Months Ended |
May. 31, 2015 | Aug. 31, 2014 | |
Number of Options Granted | ||
Shares Granted | 23,583,333 | |
Shares Exercised | (9,583,333) | |
Stock Incentative Plan [Member] | ||
Number of Options Granted | ||
Shares Outstanding, beginning balance | 6,173,750 | 217,085 |
Shares Granted | 6,120,000 | |
Shares Cancelled | (163,335) | |
Shares Outstanding, ending balance | 6,173,750 | 6,173,750 |
Stockholders Equity - 2013 Omni
Stockholders Equity - 2013 Omnibus (Details) - Omnibus [Member] - shares | May. 31, 2015 | Aug. 31, 2013 |
Shares authorized | 10,000,000 | |
Shares for future issuance | 7,000,000 |
Business Segments - Balance She
Business Segments - Balance Sheet(Details) - USD ($) | May. 31, 2015 | Aug. 31, 2014 | May. 31, 2014 | Aug. 31, 2013 |
Current Assets: | ||||
Cash and cash equivalents | $ 120,485 | $ 17,504 | $ 186,380 | $ 39,456 |
Accounts receivable | 1,037,009 | 213,399 | ||
Inventory | 137,436 | 31,271 | $ 31,271 | |
Prepaid expenses and other current assets | 15,911 | 9,307 | ||
Prepaid commissions and finders' fees | 3,974 | 3,152 | ||
Total current assets | 1,314,815 | 274,633 | ||
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 35,246 | 39,967 | ||
Deposits and other assets | 77,678 | 14,582 | ||
Goodwill | 2,404,389 | 1,781,779 | ||
Patents, registrations (net of amortization of $94,921 and $91,859) | 19,903 | 24,497 | ||
Total assets | 3,852,031 | 2,135,458 | ||
Personal Care Segment [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 76,633 | 9,336 | ||
Accounts receivable | $ 233,710 | $ 213,399 | ||
Inventory | ||||
Prepaid expenses and other current assets | ||||
Prepaid commissions and finders' fees | ||||
Total current assets | $ 310,343 | $ 222,735 | ||
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 16,211 | 21,287 | ||
Deposits and other assets | 2,307 | 2,082 | ||
Goodwill | $ 564,075 | $ 564,075 | ||
Patents, registrations (net of amortization of $94,921 and $91,859) | ||||
Total assets | $ 892,936 | $ 810,179 | ||
Medical Device Segment [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | $ 120 | $ (110) | ||
Accounts receivable | ||||
Inventory | $ 31,271 | $ 31,271 | ||
Prepaid expenses and other current assets | ||||
Prepaid commissions and finders' fees | ||||
Total current assets | $ 31,391 | $ 31,161 | ||
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 15,217 | 17,893 | ||
Deposits and other assets | 32,303 | 12,500 | ||
Goodwill | 1,217,704 | 1,217,704 | ||
Patents, registrations (net of amortization of $94,921 and $91,859) | 19,903 | 24,497 | ||
Total assets | 1,316,518 | 1,303,755 | ||
Medical Products Segment [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 21,008 | $ 1,000 | ||
Accounts receivable | 803,299 | |||
Inventory | 106,165 | |||
Prepaid expenses and other current assets | 2,946 | |||
Prepaid commissions and finders' fees | 85 | |||
Total current assets | 933,503 | $ 1,000 | ||
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 3,283 | |||
Deposits and other assets | 9,866 | |||
Goodwill | $ 622,610 | |||
Patents, registrations (net of amortization of $94,921 and $91,859) | ||||
Total assets | $ 1,569,262 | $ 1,000 | ||
Corporate Overhead [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | $ 22,724 | $ 7,278 | ||
Accounts receivable | ||||
Inventory | ||||
Prepaid expenses and other current assets | $ 12,965 | $ 9,307 | ||
Prepaid commissions and finders' fees | 3,889 | 3,152 | ||
Total current assets | 39,578 | 19,737 | ||
Property and equipment (net of accumulated depreciation of $ $19,999 and $11,820) | 535 | $ 787 | ||
Deposits and other assets | $ 33,202 | |||
Goodwill | ||||
Patents, registrations (net of amortization of $94,921 and $91,859) | ||||
Total assets | $ 73,315 | $ 20,524 |
Business Segments - Business Se
Business Segments - Business Segments (Details) (USD $) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Revenues | $ 1,235,656 | $ 988,385 | $ 3,625,407 | $ 2,696,776 |
Cost of revenues | 885,596 | 788,757 | 2,628,797 | 2,066,800 |
Gross profit | 350,060 | 199,628 | 996,610 | 629,976 |
Operating expenses: | ||||
General and administrative | $ 443,889 | 276,950 | 1,379,769 | 999,910 |
Research and development expense | 10,000 | |||
Depreciation and amortization | $ 5,022 | 5,664 | 14,356 | 17,156 |
Total operating expenses | 448,911 | 282,614 | 1,404,125 | 1,017,066 |
Loss from operations | (98,851) | (82,986) | (407,515) | (387,090) |
Other income (expense): | ||||
Interest and finance charges | $ (437,908) | (167,474) | (1,090,013) | (634,833) |
Interest and finance charges - related parties | (791) | (1,051) | (18,056) | |
Loss on conversion of notes payable - related parties | $ 11,321 | $ (62,151) | (155,728) | |
Loss on disposal of assets | (28,748) | |||
Other income (expenses) | $ (426,587) | $ 74,450 | 4,483 | 72,062 |
Total other income (expense) | (155,966) | (1,086,581) | (765,303) | |
Loss from continuing operations | (525,438) | (238,952) | (1,494,096) | (1,152,393) |
Personal Care Segment [Member] | ||||
Revenues | 812,626 | 2,573,547 | 2,696,776 | |
Cost of revenues | 698,215 | 776,406 | 2,129,572 | 2,030,450 |
Gross profit | 114,411 | 211,979 | 443,975 | 666,326 |
Operating expenses: | ||||
General and administrative | $ 81,451 | 166,867 | $ 317,165 | 506,387 |
Research and development expense | ||||
Depreciation and amortization | $ 2,262 | 3,157 | $ 6,289 | 9,636 |
Total operating expenses | 83,713 | 170,024 | 323,454 | 516,023 |
Loss from operations | 30,698 | 41,955 | 120,521 | 150,303 |
Other income (expense): | ||||
Interest and finance charges | $ (81,952) | $ (80,786) | $ (244,613) | $ (171,837) |
Interest and finance charges - related parties | ||||
Loss on conversion of notes payable - related parties | $ 11,307 | |||
Loss on disposal of assets | $ (28,748) | |||
Other income (expenses) | (70,645) | $ 74,667 | $ 8,541 | 72,775 |
Total other income (expense) | (6,119) | (236,072) | (127,810) | |
Loss from continuing operations | $ (39,947) | 35,836 | $ (115,551) | $ 22,493 |
Medical Device Segment [Member] | ||||
Revenues | ||||
Cost of revenues | 12,351 | $ 36,350 | ||
Gross profit | (12,351) | (36,350) | ||
Operating expenses: | ||||
General and administrative | $ 14,739 | 4,979 | $ 58,489 | 28,222 |
Research and development expense | 10,000 | |||
Depreciation and amortization | $ 2,423 | 2,423 | 7,269 | 7,268 |
Total operating expenses | 17,162 | 7,402 | 75,758 | 35,490 |
Loss from operations | (17,162) | (19,753) | (75,758) | (71,840) |
Other income (expense): | ||||
Interest and finance charges | $ (1,500) | (2,250) | (5,500) | (8,560) |
Interest and finance charges - related parties | $ (791) | (1,051) | $ (2,348) | |
Loss on conversion of notes payable - related parties | $ 14 | |||
Loss on disposal of assets | ||||
Other income (expenses) | (1,486) | $ (217) | (3,854) | $ (713) |
Total other income (expense) | (3,258) | (10,405) | (11,621) | |
Loss from continuing operations | (18,648) | $ (23,011) | (86,163) | $ (83,461) |
Medical Products Segment [Member] | ||||
Revenues | 423,030 | 1,051,860 | ||
Cost of revenues | 187,381 | 499,225 | ||
Gross profit | 235,649 | 552,635 | ||
Operating expenses: | ||||
General and administrative | $ 159,793 | $ 424,693 | ||
Research and development expense | ||||
Depreciation and amortization | $ 253 | $ 546 | ||
Total operating expenses | 160,046 | 425,239 | ||
Loss from operations | 75,603 | 127,396 | ||
Other income (expense): | ||||
Interest and finance charges | $ (3,076) | $ (3,848) | ||
Interest and finance charges - related parties | ||||
Loss on conversion of notes payable - related parties | ||||
Loss on disposal of assets | ||||
Other income (expenses) | $ (3,076) | |||
Total other income (expense) | $ (3,848) | |||
Loss from continuing operations | $ 72,527 | $ 123,548 | ||
Corporate Overhead [Member] | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | $ 187,906 | $ 105,104 | $ 579,422 | $ 465,301 |
Research and development expense | ||||
Depreciation and amortization | $ 84 | 84 | $ 252 | 252 |
Total operating expenses | 187,990 | 105,188 | 579,674 | 465,553 |
Loss from operations | (187,990) | (105,188) | (579,674) | (465,553) |
Other income (expense): | ||||
Interest and finance charges | $ (351,380) | $ (84,438) | $ (836,052) | (454,436) |
Interest and finance charges - related parties | (15,708) | |||
Loss on conversion of notes payable - related parties | $ (62,151) | $ (155,728) | ||
Loss on disposal of assets | ||||
Other income (expenses) | $ (351,380) | $ (204) | ||
Total other income (expense) | $ (146,589) | (836,256) | $ (625,872) | |
Loss from continuing operations | $ (539,370) | $ (251,777) | $ (1,415,930) | $ (1,091,425) |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Deferred: | ||||
Income Tax Benefit, net |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details 1) - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Conversion prommsiory note to nonrelated | $ 25,000 | |
Warrants issued | 38,322 | |
Total noncash transactions from investing and financing activities | $ 676,419 | 495,861 |
Common stock for a investor relations contract #1 [Member] | ||
Issued shares of common stock in payment for a investor relations consulting contract | 4,000 | 11,500 |
Common stock for a investor relations contract #2 [Member] | ||
Issued shares of common stock in payment for a investor relations consulting contract | 20,000 | 19,000 |
Conversion of promissory note #1 [Member] | ||
Loss on conversion of convertible debt | 15,620 | |
Beneficial conversion feature on issuance of convertible note | 10,545 | 12,069 |
Conversion of promissory note #2 [Member] | ||
Loss on conversion of convertible debt | 30,000 | |
Beneficial conversion feature on issuance of convertible note | 10,545 | 9,720 |
Conversion of promissory note #3 [Member] | ||
Loss on conversion of convertible debt | 1,468 | |
Beneficial conversion feature on issuance of convertible note | 35,000 | 26,154 |
Conversion of promissory note #4 [Member] | ||
Loss on conversion of convertible debt | 30,683 | |
Beneficial conversion feature on issuance of convertible note | 50,000 | 16,667 |
Conversion of promissory note #5 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 50,000 | 9,000 |
Conversion of promissory note #6 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 35,000 | 2,308 |
Conversion of promissory note #7 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 75,000 | 26,500 |
Conversion of promissory note #8 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 30,000 | 50,000 |
Common stock for a investor relations contract #3 [Member] | ||
Issued shares of common stock in payment for a investor relations consulting contract | 38,500 | |
Additional Compensation 1 [Member] | ||
Issued warrants Additional Compensation | 5,992 | |
Additional Compensation 2 [Member] | ||
Issued warrants Additional Compensation | 7,746 | |
Finders Fee 1 [Member] | ||
Warrants issued | 45,500 | |
Finders Fee 2 [Member] | ||
Warrants issued | 30,000 | |
Finders Fee 3 [Member] | ||
Warrants issued | 9,000 | |
Finders Fee 4 [Member] | ||
Warrants issued | 2,308 | |
Conversion of promissory note #9 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 25,698 | $ 25,000 |
Conversion of promissory note #10 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 49,539 | |
Conversion of promissory note #11 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 20,100 | |
Conversion of promissory note #12 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 29,404 | |
Conversion of promissory note #13 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 15,790 | |
Conversion of promissory note #14 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 10,372 | |
Conversion of promissory note #15 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 39,146 | |
Conversion of promissory note #16 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 21,452 | |
Conversion of promissory note #17 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 29,715 | |
Conversion of promissory note #18 [Member] | ||
Beneficial conversion feature on issuance of convertible note | 30,645 | |
Conversion of promissory note #19 [Member] | ||
Beneficial conversion feature on issuance of convertible note | $ 45,968 |
Statement of Cash Flows (Deta77
Statement of Cash Flows (Details 1) (Parenthetical) - shares | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Warrants for additional compensation #1 [Member] | ||
Warrants Issued | 1,500,000 | |
Warrants for additional compensation #2 [Member] | ||
Warrants Issued | 1,000,000 | |
Warrants for additional compensation #3 [Member] | ||
Warrants Issued | 3,000,000 | |
Common stock for a investor relations contract #1 [Member] | ||
Warrants Issued | 1,000,000 | |
Common stock for a investor relations contract #2 [Member] | ||
Warrants Issued | 5,000,000 |
Employment Agreements (Details
Employment Agreements (Details Narrative) - USD ($) | Mar. 22, 2013 | Mar. 30, 2015 | May. 31, 2013 | May. 31, 2015 | May. 31, 2014 |
Medical Products Segment [Member] | |||||
Other Commitments [Line Items] | |||||
Base Salary | $ 85,000 | ||||
Officer's Salary | 63,750 | ||||
Benefits | 1,300 | ||||
CEO [Member] | |||||
Other Commitments [Line Items] | |||||
Base Salary | $ 120,000 | $ 150,000 | |||
Officer's Salary | 97,500 | $ 101,250 | |||
Benefits | $ 1,250 | ||||
CFO [Member] | |||||
Other Commitments [Line Items] | |||||
Base Salary | $ 80,000 | ||||
Officer's Salary | 76,333 | 62,669 | |||
Benefits | $ 500 | ||||
Salary Increase | 120,000 | ||||
Angels of Mercy, Inc. [Member] | |||||
Other Commitments [Line Items] | |||||
Base Salary | 52,000 | ||||
Officer's Salary | 49,900 | $ 46,214 | |||
Benefits | 400 | ||||
Salary Increase | $ 85,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Aug. 31, 2014 - USD ($) | Total |
Service Agreement #1 [Member] | |
Service Agreement | $ 60,000 |
Share issued | 5,000,000 |
Service Agreement #2 [Member] | |
Service Agreement | $ 30,000 |
Share issued | 3,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - 9 months ended May. 31, 2015 - USD ($) | Total |
Consultant[Member] | |
Subsequent Event [Line Items] | |
Share issued | 2,500,000 |
Promissory Note[Member] | |
Subsequent Event [Line Items] | |
Loan obtained | $ 50,000 |
Interest rate | 8.00% |
Investor[Member] | |
Subsequent Event [Line Items] | |
Loan obtained | $ 45,000 |
Interest rate | 8.00% |