XBRL File.

Document – Document and Entity Information
Document – Document and Entity Information (USD $) 12 Months Ended
( custom:DocumentAndEntityInformationAbstract [Extension] )
Aug. 31, 2015 Feb. 28, 2015 Mar. 14, 2016
Entity Registrant Name iTalk Inc.
( dei:EntityRegistrantName )
Entity Central Index Key 0001373444
( dei:EntityCentralIndexKey )
Document Type 10-K
( dei:DocumentType )
Document Period End Date 2015-08-31
( dei:DocumentPeriodEndDate )
Amendment Flag false
( dei:AmendmentFlag )
Entity a Well-known Seasoned Issuer No
( dei:EntityWellKnownSeasonedIssuer )
Entity a Voluntary Filer No
( dei:EntityVoluntaryFilers )
Entity’s Reporting Status Current Yes
( dei:EntityCurrentReportingStatus )
Current Fiscal Year End Date –08-31
( dei:CurrentFiscalYearEndDate )
Entity Filer Category Smaller Reporting Company
( dei:EntityFilerCategory )
Entity Public Float 349,543
( dei:EntityPublicFloat )
Entity Common Stock, Shares Outstanding 1,875,000,000
( dei:EntityCommonStockSharesOutstanding )
Trading Symbol TALK
( dei:TradingSymbol )
Document Fiscal Period Focus FY
( dei:DocumentFiscalPeriodFocus )
Document Fiscal Year Focus 2015
( dei:DocumentFiscalYearFocus )
(End Document – Document and Entity Information)
Statement – Consolidated Balance Sheets
Statement – Consolidated Balance Sheets (USD $)
( us-gaap:StatementOfFinancialPositionAbstract )
Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014
( us-gaap:StatementClassOfStockAxis )
Series A Preferred Stock [Member] Series A Preferred Stock [Member]
( us-gaap:ClassOfStockDomain )
ASSETS
( us-gaap:AssetsAbstract )
    Current assets:
    ( us-gaap:AssetsCurrentAbstract )
        Cash 14,601 42,870
        ( us-gaap:CashAndCashEquivalentsAtCarryingValue )
        Total current assets 14,601 42,870
        ( us-gaap:AssetsCurrent )
        Property and equipment, net 2,775
        ( us-gaap:PropertyPlantAndEquipmentNet )
        Customer list, net 129,622 167,743
        ( us-gaap:FiniteLivedCustomerListsGross )
    Total assets 144,223 213,388
    ( us-gaap:Assets )
LIABILITIES AND STOCKHOLDERS’ DEFICIT
( us-gaap:LiabilitiesAndStockholdersEquityAbstract )
    Current liabilities:
    ( us-gaap:LiabilitiesCurrentAbstract )
        Accounts payable and accrued expenses 274,807 230,602
        ( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent )
        Accrued salary –related parties 327,500 102,500
        ( us-gaap:EmployeeRelatedLiabilitiesCurrent )
        Convertible notes payable –net of discount 818,080 556,656
        ( us-gaap:ConvertibleNotesPayableCurrent )
        Note payable 615,385 325,000
        ( us-gaap:NotesPayableCurrent )
        Stock based payable 14,725
        ( us-gaap:DeferredCompensationShareBasedArrangementsLiabilityCurrent )
        Settlement payable 172,385
        ( custom:SettlementPayableCurrent [Extension] )
        Advances payable, related party 3,300 3,300
        ( us-gaap:AccountsPayableRelatedPartiesCurrent )
        Loans payable, related party 36,965 36,965
        ( us-gaap:NotesPayableRelatedPartiesClassifiedCurrent )
        Derivative liability 424,592 634,741
        ( us-gaap:DerivativeLiabilitiesCurrent )
        Deferred revenue 46,243 59,908
        ( us-gaap:DeferredRevenueCurrent )
        Total current liabilities 2,546,872 2,136,782
        ( us-gaap:LiabilitiesCurrent )
        Total liabilities 2,546,872 2,136,782
        ( us-gaap:Liabilities )
Commitments and contingencies
( us-gaap:CommitmentsAndContingencies )
STOCKHOLDERS’ DEFICIT
( us-gaap:StockholdersEquityAbstract )
    Preferred stock; Series A $0.001 par value; 10 shares authorized; 5 shares issued and outstanding as of August 31, 2015 and August 31, 2014
    ( us-gaap:PreferredStockValue )
    Common stock, $0.001 par value 1,875,000,000 shares authorized; 1,808,001,287 and 111,249, 454 shares issued and outstanding as of August 31, 2015 and August 31, 2014, respectively 1,808,002 111,250
    ( us-gaap:CommonStockValue )
    Additional paid in capital 1,367,515 2,269,067
    ( us-gaap:AdditionalPaidInCapital )
    Accumulated deficit (5,579,667 ) (4,294,621 )
    ( us-gaap:RetainedEarningsAccumulatedDeficit )
    Total stockholders’ deficit (2,404,150 ) (1,914,304 )
    ( us-gaap:StockholdersEquity )
    Total liabilities and stockholders’ deficit 144,223 213,388
    ( us-gaap:LiabilitiesAndStockholdersEquity )
(End Statement – Consolidated Balance Sheets)
Statement – Consolidated Balance Sheets (Parenthetical)
Statement – Consolidated Balance Sheets (Parenthetical) (USD $)
( us-gaap:StatementOfFinancialPositionAbstract )
Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014
( us-gaap:StatementClassOfStockAxis )
Series A Preferred Stock [Member] Series A Preferred Stock [Member]
( us-gaap:ClassOfStockDomain )
Preferred stock, par value 0.001 0.001 0.001 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )
Preferred stock, shares authorized 10 10
( us-gaap:PreferredStockSharesAuthorized )
Preferred stock, shares issued 5 5
( us-gaap:PreferredStockSharesIssued )
Preferred stock, shares outstanding 5 5
( us-gaap:PreferredStockSharesOutstanding )
Common stock, par value 0.001 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )
Common stock, shares authorized 1,875,000,000 1,875,000,000
( us-gaap:CommonStockSharesAuthorized )
Common stock, shares issued 1,808,001,287 111,249,454
( us-gaap:CommonStockSharesIssued )
Common stock, shares outstanding 1,808,001,287 111,249,454
( us-gaap:CommonStockSharesOutstanding )
(End Statement – Consolidated Balance Sheets (Parenthetical))
Statement – Consolidated Statement of Operations
Statement – Consolidated Statement of Operations (USD $) 12 Months Ended
( us-gaap:IncomeStatementAbstract )
Aug. 31, 2015 Aug. 31, 2014
REVENUES:
( us-gaap:RevenuesAbstract )
    Sales 689,824 802,241
    ( us-gaap:SalesRevenueNet )
    Cost of sales 754,930 740,685
    ( us-gaap:CostOfRevenue )
    Gross profit (loss) (65,106 ) 61,556
    ( us-gaap:GrossProfit )
OPERATING EXPENSES:
( us-gaap:OperatingExpensesAbstract )
    Selling, general and administrative 244,139 1,499,418
    ( us-gaap:SellingGeneralAndAdministrativeExpense )
    Depreciation and amortization 24,572 345,517
    ( us-gaap:DepreciationAndAmortization )
    Total operating expenses 268,711 1,844,935
    ( us-gaap:OperatingExpenses )
    Loss from operations (333,817 ) (1,783,379 )
    ( us-gaap:OperatingIncomeLoss )
Other expense:
( us-gaap:OtherNonoperatingIncomeExpenseAbstract )
    Impairment of assets (315,016 )
    ( us-gaap:AssetImpairmentCharges )
    Loss on derivatives (290,084 ) (357,287 )
    ( us-gaap:DerivativeGainLossOnDerivativeNet )
    Loss contingency (219,762 ) (255,000 )
    ( us-gaap:LossContingencyLossInPeriod )
    Interest expense (441,383 ) (835,085 )
    ( us-gaap:InterestExpenseOther )
    Total other expense (951,229 ) (1,762,388 )
    ( us-gaap:OtherNonoperatingIncomeExpense )
Net loss (1,285,046 ) (3,545,767 )
( us-gaap:NetIncomeLoss )
Net loss per common share, basic 0.00 (0.06 )
( us-gaap:EarningsPerShareBasic )
Weighted average number of common shares outstanding, basic and diluted 764,373,291 55,462,879
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )
(End Statement – Consolidated Statement of Operations)
Statement – Consolidated Statements of Stockholders’ Deficit
Statement – Consolidated Statements of Stockholders’ Deficit (USD $)
( us-gaap:StatementOfStockholdersEquityAbstract )
Common Stock [Member] Additional Paid-In Capital [Member] Accumulated Deficit [Member] <Total>
( us-gaap:StatementEquityComponentsAxis )
( us-gaap:EquityComponentDomain )
From Sep. 1, 2013 to Aug. 31, 2014
Balance beginning 46,350 579,151 (748,854 ) (123,353 )
( us-gaap:StockholdersEquity )
Balance balance, shares 46,350,000
( us-gaap:SharesIssued )
Common stock issued for cash 25,000 343,969 368,969
( us-gaap:StockIssuedDuringPeriodValueNewIssues )
Common stock issued for cash, shares 25,000,000 2,150,000
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )
Common stock issued upon conversion of convertible debt 30,436 192,869 223,305
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities )
Common stock issued upon conversion of convertible debt, shares 30,435,683
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities )
Common stock issued for services 500 5,250 5,750
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )
Common stock issued for services, shares 500,000
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )
Common stock issued with convertible debt 1,500 186,050 187,550
( us-gaap:StockIssuedDuringPeriodValueConversionOfUnits )
Common stock issued with convertible debt, shares 1,500,000
( us-gaap:StockIssuedDuringPeriodSharesConversionOfUnits )
Common stock issued for interest 5,356 311,009 316,365
( us-gaap:StockIssuedDuringPeriodValueOther )
Common stock issued for interest, shares 5,356,091
( us-gaap:StockIssuedDuringPeriodSharesOther )
Common stock issuance to previous investors 2,107 (2,107 )
( us-gaap:StockholdersEquityOther )
Common stock issuance to previous investors, shares 2,107,680
( us-gaap:StockholdersEquityOtherShares )
Reclass derivatives upon conversion 400,921 400,921
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments )
Amortization of related party compensation 251,956 251,956
( us-gaap:StockIssuedDuringPeriodValueEmployeeBenefitPlan )
Reclassification of derivatives upon conversion of convertible debt
( custom:ReclassificationOfDerivativesUponConversionOfConvertibleDebt [Extension] )
Net loss (3,545,767 ) (3,545,767 )
( us-gaap:NetIncomeLoss )
Balance ending 111,250 2,269,067 (4,294,621 ) (1,914,304 )
( us-gaap:StockholdersEquity )
Balance ending, shares 111,249,454
( us-gaap:SharesIssued )
From Sep. 1, 2014 to Aug. 31, 2015
Balance beginning 111,250 2,269,067 (4,294,621 ) (1,914,304 )
( us-gaap:StockholdersEquity )
Balance balance, shares 111,249,454
( us-gaap:SharesIssued )
Common stock issued for cash
( us-gaap:StockIssuedDuringPeriodValueNewIssues )
Common stock issued for cash, shares 5,500,000
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )
Common stock issued upon conversion of convertible debt 1,691,252 (1,430,286 ) 260,966
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities )
Common stock issued upon conversion of convertible debt, shares 1,691,251,833
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities )
Common stock issued for services
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )
Common stock issued for services, shares
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )
Common stock issued with convertible debt
( us-gaap:StockIssuedDuringPeriodValueConversionOfUnits )
Common stock issued with convertible debt, shares
( us-gaap:StockIssuedDuringPeriodSharesConversionOfUnits )
Common stock issued for interest
( us-gaap:StockIssuedDuringPeriodValueOther )
Common stock issued for interest, shares
( us-gaap:StockIssuedDuringPeriodSharesOther )
Common stock issuance to previous investors 5,500 (5,500 )
( us-gaap:StockholdersEquityOther )
Common stock issuance to previous investors, shares 5,500,000
( us-gaap:StockholdersEquityOtherShares )
Reclass derivatives upon conversion
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments )
Amortization of related party compensation
( us-gaap:StockIssuedDuringPeriodValueEmployeeBenefitPlan )
Reclassification of derivatives upon conversion of convertible debt 534,234 534,234
( custom:ReclassificationOfDerivativesUponConversionOfConvertibleDebt [Extension] )
Net loss (1,285,046 ) (1,285,046 )
( us-gaap:NetIncomeLoss )
Balance ending 1,808,002 1,376,515 (5,579,667 ) (2,404,150 )
( us-gaap:StockholdersEquity )
Balance ending, shares 1,808,001,287
( us-gaap:SharesIssued )
(End Statement – Consolidated Statements of Stockholders’ Deficit)
Statement – Consolidated Statements of Cash Flow
Statement – Consolidated Statements of Cash Flow (USD $) 12 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )
Aug. 31, 2015 Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
( us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract )
    Net loss (1,285,046 ) (3,545,767 )
    ( us-gaap:NetIncomeLoss )
    Adjustments to reconcile net loss to net cash used in operating activities:
    ( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract )
        Depreciation and amortization 40,896 5,750
        ( us-gaap:Depreciation )
        Stock based compensation (14,725 ) 257,706
        ( us-gaap:ShareBasedCompensation )
        Change in fair value derivative liabilities 290,084 357,287
        ( us-gaap:IncreaseDecreaseInDerivativeLiabilities )
        Stock issued for interest 316,365
        ( custom:StockIssuedForInterest [Extension] )
        Loss contingency 290,385
        ( us-gaap:LossContingencyAccrualCarryingValuePeriodIncreaseDecrease )
        Impairment of assets 315,096
        ( us-gaap:OtherAssetImpairmentCharges )
        Amortization of debt discount 910,987
        ( us-gaap:AmortizationOfDebtDiscountPremium )
        Registration rights penalty 255,000
        ( custom:LiabilityForRegistrationRights [Extension] )
    Changes in operating assets and liabilities:
    ( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract )
        Accounts payable and accrued expenses 263,611 (41,778 )
        ( us-gaap:IncreaseDecreaseInAccountsPayableAndAccruedLiabilities )
        Accrued salaries – related parties
        ( us-gaap:IncreaseDecreaseInEmployeeRelatedLiabilities )
        Prepaid expenses 36,869
        ( us-gaap:IncreaseDecreaseInPrepaidExpense )
        Deferred revenue (13,665 ) (16,396 )
        ( us-gaap:IncreaseDecreaseInDeferredRevenue )
    Net cash used in operating activities (114,920 ) (1,148,881 )
    ( us-gaap:NetCashProvidedByUsedInOperatingActivities )
CASH FLOWS FROM FINANCING ACTIVITIES:
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )
    Proceeds from sale of common stock 368,969
    ( us-gaap:ProceedsFromIssuanceOfCommonStock )
    Proceeds from convertible note payable 86,650 780,412
    ( us-gaap:ProceedsFromConvertibleDebt )
    Net cash provided by financing activities 86,650 1,149,381
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )
Net change in cash (28,269 ) 500
( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )
Cash, beginning of year 42,870 42,370
( us-gaap:CashAndCashEquivalentsAtCarryingValue )
Cash, end of year 14,601 42,870
( us-gaap:CashAndCashEquivalentsAtCarryingValue )
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
( us-gaap:SupplementalCashFlowInformationAbstract )
    Interest paid
    ( us-gaap:InterestPaid )
    Income taxes paid
    ( us-gaap:IncomeTaxesPaidNet )
Non cash investing and financing activities:
( us-gaap:NoncashInvestingAndFinancingItemsAbstract )
    Common stock issued in connection with issuance of convertible debt 187,550
    ( custom:CommonStockIssuedInConnectionWithIssuanceOfConvertibleDebt [Extension] )
    Common stock issued upon conversion of convertible debt 260,966 223,305
    ( custom:CommonStockIssuedUponConversionOfDebt [Extension] )
(End Statement – Consolidated Statements of Cash Flow)
Disclosure – Summary of Significant Accounting Policies
Disclosure – Summary of Significant Accounting Policies (USD $) 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )
Aug. 31, 2015
Summary of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 

Business and Basis of Presentation

ITALK, INC. (the “Company”) was
formed on July 10, 2006 under the laws of the State of Nevada as Sopac Cellular Solutions, Inc. On December 18, 2012, the Company
changed its name iTALK, INC. affected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to
facilitate the name change.

 

On September
24, 2015 the Company entered into a
Purchase and Sale Agreement with United Mobile Solutions Corp., (“UMS”)
a Delaware corporation. Under the terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the issued
and outstanding capital stock of UMS in exchange for shares of the Company’s preferred stock, par value $0.001 per share,
convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share as of the date of closing which
occurred on January 29, 2016. UMS was formed in May 2010 and is in the business of providing value added products and services
to T-Mobile dealers, mobile virtual network operations dealers, wireless product and service resellers, exclusive carrier agents,
distributors and wholesalers nationwide. In addition to its products and services, the Company is also an authorized Master Agent
and wholesale partner of T-Mobile U.S.A. contracted to do business in the southeastern region of the United States including provides
training and development, new dealer recruitment, retail store development and commissions processing for its sub agents to its
customers. ,

The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoIP, Inc. All significant inter-company transactions
and balances have been eliminated in consolidation.

Revenue Recognition

The Company follows the guidance in Staff Accounting
Bulletin 104 (“SAB 104”), which provides guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB 104 states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive
evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable,
and collectability is reasonably assured.

Revenues are primarily derived from fees charged
to terminate voice services over the Company’s network and from related monthly recurring charges. Variable revenue is earned
based on the number of minutes during a call and is recognized upon completion of a call. Revenue from each customer is calculated
from information received through the Company’s network switches. The Company tracks the information received from the switch
and analyzes the call detail records and applies the respective revenue rate for each call. Fixed revenue is earned from monthly
recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time.
Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of
the service by the customer. Cash fees received prior to call completion are recorded on the Company’s consolidated balance
sheets as deferred revenue. As of August 31, 2014 and 2015, the Company recorded deferred revenue of $59,908 and $46,243, respectively.

Use of estimates

The preparation of financial statements in
accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates include impairment of intangible assets assumptions used in the fair value of stock-based
compensation and derivative liabilities.

Net Loss per Common Share

The Company computes net loss per share under
Accounting Standards Codification subtopic 260-10, Earnings Per Share Basic net income (loss) per common share is computed by dividing
net loss by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted
average number of common and common stock equivalent shares outstanding during the period. For the years ended August 31, 2015
and 2014; 10,683,124,795 and 83,165,121 shares, respectively, underlying convertible debt were not included in the diluted loss
per share because their impact was anti-dilutive.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company
considers all cash on hand, in banks, certificates of deposit and other highly liquid debt instruments with a maturity of three
months or less at the date of purchase, to be cash and cash equivalents.

Property and equipment

Property and equipment are stated at cost,
less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful
life, which is five years for computer assets and software. Expenditures for maintenance and repairs are expensed as incurred.

Intangible Assets and Goodwill

The Company amortized its identifiable intangible
assets using the straight-line method over their estimated period of benefit. The estimated useful lives of the customer relationships
and domain rights are five years. The Company periodically evaluates the recoverability of intangible assets and takes into account
events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists.

The Company accounts for and reports acquired
goodwill and other intangible assets under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill and Other (“ASC
350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis and when
there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from
operations. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly
from management’s estimates. During the years ended August 31, 2015 and 2014, the Company impaired assets creating an impairment
charge of $81,915 and $307,373, respectively.

Income Taxes

The Company has adopted Accounting Standards
Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.
Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily
of depreciation, amortization and stock compensation accounting versus basis differences.

The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.
Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies
in making this assessment.

As a result, management determined it was more
likely than not the deferred tax assets would not be realized.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of August 31, 2015 and 2014. The respective
carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short
term in nature and their carrying amounts approximate fair values or they are payable on demand.

Stock-Based Compensation

The Company accounts for stock based compensation
under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation
cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually
the vesting period.

This guidance establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s
equity instruments or that may be settled by the issuance of those equity instruments.

Compensation expense for restricted stock or
options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is more reliably measured.

Determining the appropriate fair value of the
stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and
stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate
the Company’s stock price as determined by an outside third-party, an average volatility of comparable companies, U.S. risk-free
rate, dividend rate, and estimated life.

Recently Issued Accounting Pronouncements

There are various updates recently issued,
most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

( us-gaap:SignificantAccountingPoliciesTextBlock )
(End Disclosure – Summary of Significant Accounting Policies)
Disclosure – Going Concern
Disclosure – Going Concern (USD $) 12 Months Ended
( custom:GoingConcernDisclosureAbstract [Extension] )
Aug. 31, 2015
Going Concern

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate
continuation of the Company as a going concern. However, the Company has reported net losses of $1,285,046 and $3,545,767 for the
years ended August 31, 2015 and 2014, respectively, and accumulated deficit of $5,579,667 and total current liabilities in excess
of current assets of $2,532,271 as of August 31, 2015.

The Company has not generated positive cash
flows from operations and will be dependent on raising funds to satisfy its ongoing capital requirements for the next 12 months.
The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company
cannot predict whether this additional financing will be in the form of equity or debt, or by in another form. The Company may
not be able to obtain the necessary additional capital on a timely basis, or on acceptable terms, or at all. In any of these pressures,
any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of
operations.

The consolidated financial statements do not
include any adjustments relating to the recoverability of assets and classifications of assets and liabilities that might be necessary
should the Company be unable to continue as a going concern.

( us-gaap:SubstantialDoubtAboutGoingConcernTextBlock )
(End Disclosure – Going Concern)
Disclosure – Fair Value Measurement
Disclosure – Fair Value Measurement (USD $) 12 Months Ended
( us-gaap:FairValueDisclosuresAbstract )
Aug. 31, 2015
Fair Value Measurement

NOTE 3 – FAIR VALUE MEASUREMENTS

 

As defined in (Financial Accounting Standards
Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its
industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk
and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or
generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes
a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable
inputs (level 3 measurement).

The three levels of the fair value hierarchy
are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table sets forth by level within
the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as August 31,
2015 and 2014.

Recurring Fair Value Measures Level 1 Level 2 Level 3 Total
LIABILITIES:
Derivative liabilities as of August 31, 2015 $ $ $ 424,265 $ 424,265
Derivative liabilities as of August 31, 2014 $ $ $ 634,741 $ 634,741
( us-gaap:FairValueDisclosuresTextBlock )
(End Disclosure – Fair Value Measurement)
Disclosure – Property and Equipment
Disclosure – Property and Equipment (USD $) 12 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )
Aug. 31, 2015
Property and Equipment

NOTE 4– PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at August 31,
2015 and 2014:

2015 2014
Property and equipment $ 2,775 $ 8,525
Less: accumulation depreciation (2,775 ) (5,750 )
Net property and equipment $ 2,775

Depreciation expense totaled $2,775 and $5,750
for the year ended August 31, 2015 and 2014 respectively.

( us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock )
(End Disclosure – Property and Equipment)
Disclosure – Impairment of Assets
Disclosure – Impairment of Assets (USD $) 12 Months Ended
( us-gaap:GoodwillAndIntangibleAssetsDisclosureAbstract )
Aug. 31, 2015
Impairment of Assets

NOTE 5 – IMPAIRMENT OF ASSETS

During the year ended August 31, 2014 the
Company determined that the carrying value of the assets, including cost of customer list, domain names and property and equipment
of $315,096 exceeded their fair value by $300,185 and recognized an impairment loss for the year ended August 31, 2014.

( us-gaap:AssetImpairmentChargesTextBlock )
(End Disclosure – Impairment of Assets)
Disclosure – Derivative Instruments
Disclosure – Derivative Instruments (USD $) 12 Months Ended
( us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract )
Aug. 31, 2015
Derivative Instruments

NOTE 6 – DERIVATIVE INSTRUMENTS

The Company issued debt instruments that were
convertible into common stock of the Company’s common stock. The conversion options embedded in these instruments contain
no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC
815.

The following table summarizes the changes in the derivative liabilities
during the years ended December 31, 2015 and 2014:

Balance as of December 31, 2013 $
Calculation of derivative liability at inception 755,985
Reclassification of derivative liability to equity (400,921 )
Change in fair value of derivative liability 279,677
Balance as of December 31, 2014 634,741
Calculation of derivative liability at inception 69,537
Reclassification of derivative liability to equity (497,172 )
Change in fair value of derivative liability 217,485
Balance as of December 31, 2015 $ 424,592
( us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock )
(End Disclosure – Derivative Instruments)
Disclosure – Note Payable
Disclosure – Note Payable (USD $) 12 Months Ended
( DebtDisclosureAbstract )
Aug. 31, 2015
Note Payable

NOTE 7 – NOTE PAYABLE

 

On February 11, 2014, the Company issued a
promissory note of $325,000 with principal and interest payments beginning August 31, 2014 with an interest rate of 3.75% per annum,
unsecured.

 

On November 21, 2014, in the 17th
Judicial Circuit Court in Broward County, Florida (the Court 1”), a Contract and Indebtedness lawsuit was filed by the holder
of the note against the Company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.
Management estimates the probable loss from this matter will be $255,000, which was added to the note balance on the accompanying
balance sheet as of August 31, 2015. As of August 31, 2015 and 2014 the outstanding balance of the note was $650,623 and $325,000,
respectively, and the note is in default with the litigation still pending.

( us-gaap:DebtDisclosureTextBlock )
(End Disclosure – Note Payable)
Disclosure – Convertible Note Payable
Disclosure – Convertible Note Payable (USD $) 12 Months Ended
( us-gaap:DebtDisclosureAbstract )
Aug. 31, 2015
Convertible Note Payable

NOTE 8 – CONVERTIBLE NOTE PAYABLE

Yew

On May 17, 2013, the Company issued a $130,928
unsecured convertible promissory note that matured August 31, 2013. The note bears interest at a rate of 4.9% and was convertible
into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest was also convertible
into common stock at the conversion rate of $1.00 per share. In October 2013, the note was transferred IBC Funds however the original
note holder was not paid and the note reverted to the original holder.

 

IBC Notes

On October 17, 2013 the IBC Fund purchases
both the note for $130,928 and $250,000. The note holder of the $130,000 note was not paid by the purchaser so the note was reverted
to its original owner. On October 10, 2014 the Company issued 15,210,000 shares of common stock for full settlement of the outstanding
balance to IBC with a value of $293,901.

Radican Notes

On September 16, 2013, the Company issued two
unsecured notes payable, in the aggregate amount of $150,000, bearing interest at 12% per annum with both principal and interest
due at March 31, 2014.

The holders have a right, at maturity or in
an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at
a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen
trading days from the conversion date.

At inception, the Company has identified the
embedded derivatives related to the above described notes. These embedded derivatives included certain conversion features and
reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of notes and to fair value
as of each subsequent reporting date which at August 31, 2015 was $165,002. At the inception of the settlement agreement, the Company
determined the aggregate fair value of $165,000 of the embedded derivatives.

The initial fair value of the embedded debt
derivative of $165,000 was allocated as a debt discount up to the face amount of the notes ($150,000) with the remainder ($15,000)
charged to loss on derivative.

During the year ended August 31, 2015 the Company
issued 10,000,000 shares of common stock for interest with a value of $ 7,000. As of August 31, 2015 and 2014 the balance of the
notes were $150,000.

JSJ Investments, Inc.

 

On July 1, 2013, the Company issued an unsecured
convertible note in the amount of $26,359, bearing interest at 12% per annum to Ruben Nicholls. On October 22, 2014 the note was
purchased by JSJ Investments Inc. and replaced on February 27, 2014. The note is interest bearing at 12%.

The note is convertible into the Company’s
common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading
days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days
preceding the delivery of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2014 was $33,069. At the inception of the note, the Company determined the
aggregate fair value of $33,069 of the embedded derivatives.

 

As of August 31, 2015 and 2014 the balance
of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted
into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.

On February 27, 2014, the Company issued an
unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due
on August 27, 2014.

 

The note is convertible into the Company’s
common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading
days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days
preceding the delivery of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the
aggregate fair value of $42,000 of the embedded derivatives.

 

As of August 31, 2015 and 2014 the balance
of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares
of common stock with a value of $31,599.

On April 1, 2014, the Company issued an unsecured
12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October
1, 2014.

 

The note is convertible into the Company’s
common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty
trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty
trading days preceding the delivery of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the
aggregate fair value of $83,333 of the embedded derivatives.

The initial fair value of the embedded debt
derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized
over the term of the note. As of August 31, 2015 the balance of the note was zero.

LG Capital Funding, LLC

 

On March 3, 2014, the Company issued an unsecured
8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due
on March 3, 2015.

 

The note was convertible into the Company’s
common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery
of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair
value of $29,456 of the embedded derivatives.

The initial fair value of the embedded debt
derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss
on derivative.

During the year ended August 31, 2015 the note
was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the
note was zero and $25,000, respectively.

On August 7, 2014, the Company issued an unsecured
8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due
on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145%
of the principal amount with any accrued interest.

 

The note is convertible into the Company’s
common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding
the delivery of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the
aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into
193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was
$28,680 and $40,000, respectively.

The initial fair value of the embedded debt
derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396)
charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.

On May 20, 2015, the Company issued an unsecured
8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due
on May 22, 2016.

 

The note is convertible into the Company’s
common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery
of any conversion notice.

 

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the
aggregate fair value of $56,681 of the embedded derivatives.

The initial fair value of the embedded debt
derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged
to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.

 

KBM WORLDWIDE, INC

On September 16, 2014, the Company issued an
unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest
due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate
of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest
shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual
number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded
derivatives included certain conversion features and reset provisions.

The balance of the note as of August 31, 2015
was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company
determined the aggregate fair value of $53,000 of the embedded derivatives.

The initial fair value of the embedded debt
derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000)
charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.

BEAUFORT CAPITAL PARTNERS, LLC

 

On October 14, 2014, the Company issued an
unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s
common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery
of any conversion notice.

The Company has identified the embedded derivatives
related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value
of $12,855 of the embedded derivatives.

As of August 31, 2015, the balance of the note
was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.

 

Dutchess Opportunity Fund II, LP

On October 17, 2013, the Company issued an
unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The
Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company
was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay

Dutchess monthly amortization payments of $20,000
beginning on December 1, 2013.

The note is immediately convertible into shares
of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception
date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately
prior to a conversion notice from Dutchess to the Company.

The Company has identified the embedded derivatives
related to the convertible note. These embedded derivatives included certain conversion features and reset provision.

The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as
of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate
fair value of $42,099 of the embedded derivatives.

In addition, as an inducement to enter into
the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000
charged to current interest expense during year ended August 31, 2015.

Debenture Registration Rights Agreement

 

In connection with
the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring
the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration
statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s)
shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such
indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar
transactions.

The Company shall
initially register for resale an amount of shares of common stock which would be issuable on the date preceding the filing of the
registration statement based on the conversion price (as defined in the Debenture) of the Debenture; or, an amount equal to the
maximum amount allowed under Rule 415 (a) (1) (i) as interpreted by the SEC.

In the event the Company
cannot register sufficient shares of common stock, due to the remaining number of authorized shares of Common Stock being insufficient,
the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized
shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.

On March 16, 2016, Company entered into a
settlement agreement whereby the fund received a warrant to purchase 150,000,000 shares to common stock at $0.0001 per share in
exchange for penalties and amounts owing pursuant to the registration rights agreement. The Company valued the settlement and
accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385.

( custom:ConvertibleNotePayableDisclosureTextBlock [Extension] )
(End Disclosure – Convertible Note Payable)
Disclosure – Stockholders Equity
Disclosure – Stockholders Equity (USD $) 12 Months Ended
( us-gaap:EquityAbstract )
Aug. 31, 2015
Stockholders Equity

NOTE 9 – STOCKHOLDERS EQUITY

Series A Preferred Stock

 

On October 10 2013, the Company designated
10 shares of its authorized preferred stock as “Series A Preferred Stock”. The Series A Preferred Stock has no conversion
rights, ranks on parity with the Company’s common or any other series of capital stock, except Series B Preferred Stock (see
below).

Voting rights. If at least one share of Series
A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time,
regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock
which are issued and outstanding at the time of voting, plus ii) the total number of shares of any preferred stocks which are issued
and outstanding at the time of voting. Each individual share of Series B Preferred Stock will therefore have its proportional vote
of the Series B Preferred Stock as described below.

In October 2013, the Company issued 5 shares
of Series A Preferred Stock to David Levy, the Company’s Chief Executive Officer, for services rendered.

 

Series B Preferred Stock

On October 15, 2013, the Company designated
49,999,995 shares of its authorized preferred stock as “Series B Preferred Stock”. The each share of Series B Preferred
Stock is convertible into 20 shares of the Company’s common stock, at any time with the Company permission, but restricted
for a period of a) six months after purchase, if the Company files public reports pursuant to Section 12 or Section 15 of the Securities
Exchange Act of 1934; or b) twelve months if the Company does not file such public reports. Series B Preferred was cancelled June
2, 2014 in its entirety.

Each share of the Series B Preferred Stock
share has 20 votes for any election or other vote placed before the shareholders of the Company.

Common stock

On January 16, 2015, the Company amended the
Articles of Incorporation to increase its authorized number of shares of common stock from 500,000,000 to 1,875,000,000.

In February 2014, the Company issued 25,000,000
shares of its common stock in a regulation S transaction for $ 368,969 in cash.

During the year ended August 31, 2014, the
Company issued 30,435,683 shares of common stock for the conversion of convertible debt with a value of $223,305

During the year ended August 31, 2014 the Company
issued 500,000 shares of common stock with a fair value of $5,750 for service.

During the year ended August 31, 2014 the Company
issued 1,500,000 shares of common stock with a fair value of $187,550 for convertible debt.

During the year ended August 31, 2014 the Company
issued 5,356,091 shares of common stock with a fair value of $ 316,365 for interest.

During the year ended August 31, 2014 the Company
issued 2,150,000 shares of common stock to previous investors in consideration for the Company’s delayed issuing of shares
purchased for cash.

During the year ended August 31, 2015 the Company
issued 1,691,251,833 shares of common stock for the conversion of convertible debt with a value of $260,966

During the year ended August 31, 2015 the
Company issued 5,500,000 shares of common stock for to previous investors in consideration for the Company’s delayed issuing
of shares purchased for cash.

( us-gaap:StockholdersEquityNoteDisclosureTextBlock )
(End Disclosure – Stockholders Equity)
Disclosure – Income Taxes
Disclosure – Income Taxes (USD $) 12 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )
Aug. 31, 2015
Income Taxes

NOTE 10 – INCOME TAXES

At August 31, 2015 and 2014, the Company had
a federal net operating loss carry forward of approximately $5,594,813 and $4,309,767, respectively, which expires in varying amounts
between 2032 and 2034.

Components of net deferred tax assets, including a valuation allowance,
are as follows at December 31:

2015 2014
Deferred tax assets:
Net operating loss carry forward $ 5,594,813 $ 4,309,767
Total deferred tax assets 1,958,185 1,508,418
Less: Valuation Allowance (1,958,185 ) (1,509,418 )
Net Deferred Tax Assets $ $

The valuation allowance for deferred tax assets
as of August 31, 2015 and 2014 was $1,958,185 and $1,509,418, respectively. In assessing the recovery of the deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected
future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of December 31, 2015 and 2014, accordingly, recorded a full valuation
allowance.

( us-gaap:IncomeTaxDisclosureTextBlock )
(End Disclosure – Income Taxes)
Disclosure – Commitments and Contingencies
Disclosure – Commitments and Contingencies (USD $) 12 Months Ended
( CommitmentsAndContingenciesDisclosureAbstract )
Aug. 31, 2015
Commitments and Contingencies

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Litigation

On October 18, 2013, the Circuit Court in the
12th Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval
of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions
of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”),
in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC,
a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC v. iTalk Inc., Case
No. 2014 CA 7461 NC (the “Action”). IBC commenced the Action against the Company on October 16, 2014 to recover
an aggregate of $418,000 of past-due obligations of the Company, which IBC had purchased from certain vendors of the Company pursuant
to the terms of separate claim purchase agreements between IBC and each of such vendors, plus fees and costs (the “Claim”).
The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and
binding upon the Company and IBC upon execution of the Order by the Court on October 18, 2013. The
debt amount was reduced by $130,928, as of September 11, 2014 by default cancelation.

Pursuant to the terms of the Settlement Agreement
approved by the Order, on October 21, 2013, the Company issued $1,107,680 shares of the Company’s common stock as a settlement
fee and agreed to issue, in one or more tranches as necessary, that number of shares equal to $70,000 upon conversion to Common
Stock at a conversion rate equal to 65% of the lowest closing bid price of the Common Stock during the ten trading days prior to
the date the conversion is requested by IBC. The remaining debt balance in the amount of $287,072 has been fully satisfied as of
November 2014 with the issuance of 15,210,000 shares of common stock by the Company with a value of $293,901.

On November 21, 2014, on the 17th
Judicial Circuit Court in and Broward County, Florida (the Court 1”), a Contract and Indebtedness lawsuit was filed by TCA
Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar
amount of $395,623.04. As of August 31, 2015 the litigation was still pending. (See Note: 16 Subsequent Events)

Registration Rights

The Company entered
into a registration rights agreement with the holder of a $300,000 convertible note requiring the Company to, by December 16, 2013,
prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements
covering the resale of all of the common stock, plus also covers such indeterminate number of additional shares of common stock
as may become issuable upon stock splits, stock dividends or similar transactions.

The Company shall
use its best efforts to have the registration statement filed with the SEC by December 16, 2013. If the registration statement
covering the registrable securities required to be filed by the Company is not filed by the Filing Deadline, then the Company shall
pay the holder the sum of two percent per month of the Face Amount of the Debentures outstanding as liquidated damages, and not
as a penalty. In addition, if the Company fails to file the registration statement by the filing deadline, the conversion price
of the debentures will decrease by ten percent (10%) of the original conversion price.

On March 16, 2016 the Company entered into
a settlement agreement with the Dutchess Opportunity II Fund, LLC whereby the fund received a warrant to purchase 150,000,000
shares to common stock at $0.0001 per share in exchange for amounts owing pursuant to the registration rights agreement. The Company
valued the settlement and accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385.

( us-gaap:CommitmentsAndContingenciesDisclosureTextBlock )
(End Disclosure – Commitments and Contingencies)
Disclosure – Related Party Transactions
Disclosure – Related Party Transactions (USD $) 12 Months Ended
( us-gaap:RelatedPartyTransactionsAbstract )
Aug. 31, 2015
Related Party Transactions

NOTE 12 – RELATED PARTY TRANSACTIONS

As of August 31, 2015 there was a loan payable
due to Ezra E. Ezra, a former officer of the Company for $21,965, which is non-interest bearing with no specific repayment terms
and a loan payable due to David F. Levy for $15,000 which is non-interest bearing with no specific repayment terms.

During the years ended August 31, 2015 and
2014 the Company accrued salaries for two of their officers. The accrued amounts totaled $327,500 and $102,500 as of August 31,
2015 and 2014, respectively

During the year ended August 31, 2014, the
Company accrued directors’ fees of $3,300. The advances are non-interest bearing and are payable upon demand.

( us-gaap:RelatedPartyTransactionsDisclosureTextBlock )
(End Disclosure – Related Party Transactions)
Disclosure – Restatement
Disclosure – Restatement (USD $) 12 Months Ended
( custom:RestatementAbstract [Extension] )
Aug. 31, 2015
Restatement

NOTE 13 – RESTATEMENT

The Company determined that it’s accounting
for derivative liabilities, impairment of ling-lived assets, deferred revenue and preferred stock were not accurate as previously
reported. The Company has restated that balance sheet and income statement as of and for the year ended August 31, 2014 as follows

Reported Adjustment Restated
ASSETS
Current assets:
Cash $ 42,870 $ $ 42,870
Prepaid 71,318- (71,318 )
Property and equipment, net 74,106 (71,331 ) 2,775
Domain rights 125,400 (125,400 )
Debt issuance expense 28,588 (28,588 )
Customer lists, net 164,838 2,905 167,743
Total assets $ 507,120 $ (163,268 ) $ 213,388
Current liabilities:
Accounts payable and accrued expenses $ 335,407 $ (104,805 ) $ 230,602
Accrued salary –related parties 327,500 (225,000 ) 102,500
Convertible notes payable –net of discount 554,975 1,681 556,656
Note payable 435,850 (110,850 ) 325,000
Stock based payable 14,725 14,725
Settlement payable 348,00- (172,615 ) 172,385
Advances payable, related party 3,300 3,300
Advances 50,000 (50,000 )
Loans payable, related party 36,965 36,965
Derivative liability 476,429 158,312 634,741
Deferred revenue 104,565 (44,657 ) 59,908
Total liabilities 2,360,216 (223,434 ) 2,136,782
Preferred stock; Series B 50,000 (50,000 )
Common stock, 111,249 1 111,250
Additional paid in capital 1,212,815 1,056,252 2,269,067
Accumulated deficit (3,227,161 ) 1,067,460 (4,294,621 )
Total stockholders’ deficit $ (1,835,096 $ (79,200 ) $ (1,914,304 )
Reported Adjustments Restated
Sales $ 757,583 $ 44,659 $ 802,241
Cost of sales 728,176 12,509 740,685
Selling, general and administrative 1,727,923 (228,505 ) 1,499,418
Research and development 35,000 (35,000 )
Depreciation and amortization 133,133 212,517 345,517
Total operating expenses 1,896,056 (51,121 1,844,935
Loss from operations (1,866,649 ) (83,270 ) (1,783,379 )
Impairment of assets (315,016 ) (315,016
Loss on derivatives (357,287 ) (357,287 )
Loss contingency (255,000 ) (255,000 )
Interest expense (611,658 ) (223,427 ) (835,085 )
Net loss $ (2,478,307 ) $ (1,067,460 ) (3,545,767 )
Loss per share $ (0.02 ) $ (0.04 ) $ (0.06 )
Weighted number of average shares 111,249,454 (44,337,937 ) 55,462,879
( custom:RestatementTextBlock [Extension] )
(End Disclosure – Restatement)
Disclosure – Major Vendors
Disclosure – Major Vendors (USD $) 12 Months Ended
( custom:MajorVendorsAbstract [Extension] )
Aug. 31, 2015
Major Vendors

NOTE 14 – MAJOR VENDORS

The Company has vendors that supply transmission
systems for their customers’ calls. Three vendors provided 69.4% and 83.3% of their product delivery in the years ended August
31, 2015 and 2015, respectively.

The following table set forth the percentage
below:

Percent of total purchases Accounts payable as of
Percent of total purchases 2015 2014 August 31, 2015
Vendor A 37.70 % 39.20 % $ 5,464
Vendor B 18.20 % 15.60 % $ 3,160
Vendor C 13.45 % 28.50 % $ 1,949
TOTAL 69.35 % 83.30 % $ 10,564
( custom:MajorVendorsTextBlock [Extension] )
(End Disclosure – Major Vendors)
Disclosure – Subsequent Events
Disclosure – Subsequent Events (USD $) 12 Months Ended
( us-gaap:SubsequentEventsAbstract )
Aug. 31, 2015
Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

 

The Company
entered into a
Purchase and Sale Agreement (the “Purchase Agreement”) on September 24, 2015 with Kil W. Lee
(“Mr. Lee”) and United Mobile Solutions Corp., a Delaware corporation (formerly known as United Mobile Solutions, LLC)
(“UMS”). Pursuant to the terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the issued
and outstanding capital stock of UMS in exchange for shares of the Company’s preferred stock, par value $0.001 per share,
(“Preferred Stock”), convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share
(“Common Stock”), as of the date of closing (the “Exchange”), prior to giving effect to dilution of the
issued and outstanding shares of Common Stock by (i) shares of Common Stock underlying options to be issued to David Levy under
a management option plan, which will represent 5.0% of the fully diluted shares of Common Stock of the Company at the date of exercise
of the options (“Prospective Levy Options”), (ii) shares of Common Stock underlying a warrant to be issued to Mesa
Partner, which will represent 4.9% of the fully diluted shares of Common Stock of the Company at the date of exercise of the warrant
(“Prospective Mesa Partner Warrant”), and (iii) shares of Common Stock underlying a warrant to be issued to Andora
Holdings, LLC, which will represent 4.9% of the fully diluted shares of Common Stock of the Company at the date of exercise of
the warrant (“Prospective Andora Holdings Warrant”).

On January
29, 2016 (“Closing Date”), the Company closed (“Closing”) on the Exchange under the Purchase Agreement
pursuant to which the Company acquired 100,000 shares of common stock of UMS held by Mr. Lee, representing all of the issued and
outstanding capital stock of UMS,
in exchange for issuing 106,250 shares of Preferred Stock of the Company to Mr. Lee and/or
his affiliates, convertible into 10,625,000,000 shares of Common Stock of the Company (where each share of Preferred Stock is convertible
into 100,000 shares of Common Stock). Upon Closing of the Exchange, UMS became a wholly owned
subsidiary of the Company and the Company’s pro-forma shares of Common stock and Preferred Stock issued and outstanding after
giving effect to the Exchange was 1,875,000,000 shares of Common Stock and
106,250
shares of Preferred Stock,
convertible into 10,625,000,000 shares of Common Stock of the Company (representing approximately
representing 85% of the Company’s fully diluted Common Stock as of the Closing Date), prior to giving effect to dilution
of the issued and outstanding shares of Common Stock by the shares of Common Stock underlying the Prospective Levy Options, Prospective
Mesa Partner Warrant and Prospective Andora Holdings Warrant.

 

On March 16, 2016 the Company entered into
a settlement agreement with the Dutchess Opportunity II Fund, LLC whereby the fund received a warrant to purchase 150,000,000 shares
to common stock at $0.0001 per share in exchange for forgiving all principal, interest and fess of the $300,000 note. The Company
valued the settlement and accrued $255,000 as of August 31, 2014 against the note payable for a total liability of $616,385.

 

On November 21, 2014, on the 17th
Judicial Circuit Court in and Broward County, Florida, a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master
Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.

( us-gaap:SubsequentEventsTextBlock )
(End Disclosure – Subsequent Events)
Disclosure – Summary of Significant Accounting Policies (Policies)
Disclosure – Summary of Significant Accounting Policies (Policies) (USD $) 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )
Aug. 31, 2015
Business and Basis of Presentation

Business and Basis of Presentation

ITALK, INC. (the “Company”) was
formed on July 10, 2006 under the laws of the State of Nevada as Sopac Cellular Solutions, Inc. On December 18, 2012, the Company
changed its name iTALK, INC. affected by way of a merger with its wholly-owned subsidiary iTalk, Inc which was created solely to
facilitate the name change.

 

On September
24, 2015 the Company entered into a
Purchase and Sale Agreement with United Mobile Solutions Corp., (“UMS”)
a Delaware corporation. Under the terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the issued
and outstanding capital stock of UMS in exchange for shares of the Company’s preferred stock, par value $0.001 per share,
convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share as of the date of closing which
occurred on January 29, 2016. UMS was formed in May 2010 and is in the business of providing value added products and services
to T-Mobile dealers, mobile virtual network operations dealers, wireless product and service resellers, exclusive carrier agents,
distributors and wholesalers nationwide. In addition to its products and services, the Company is also an authorized Master Agent
and wholesale partner of T-Mobile U.S.A. contracted to do business in the southeastern region of the United States including provides
training and development, new dealer recruitment, retail store development and commissions processing for its sub agents to its
customers. ,

The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoIP, Inc. All significant inter-company
transactions and balances have been eliminated in consolidation.

( us-gaap:BasisOfAccountingPolicyPolicyTextBlock )
Revenue Recognition

Revenue Recognition

The Company follows the guidance in Staff Accounting
Bulletin 104 (“SAB 104”), which provides guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB 104 states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive
evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable,
and collectability is reasonably assured.

Revenues are primarily derived from fees charged
to terminate voice services over the Company’s network and from related monthly recurring charges. Variable revenue is earned
based on the number of minutes during a call and is recognized upon completion of a call. Revenue from each customer is calculated
from information received through the Company’s network switches. The Company tracks the information received from the switch
and analyzes the call detail records and applies the respective revenue rate for each call. Fixed revenue is earned from monthly
recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time.
Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of
the service by the customer. Cash fees received prior to call completion are recorded on the Company’s consolidated balance
sheets as deferred revenue. As of August 31, 2014 and 2015, the Company recorded deferred revenue of $59,908 and $46,243, respectively.

( us-gaap:RevenueRecognitionPolicyTextBlock )
Use of Estimates

Use of estimates

The preparation of financial statements in
accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Significant estimates include impairment of intangible assets assumptions used in the fair value
of stock-based compensation and derivative liabilities.

( us-gaap:UseOfEstimates )
Net Loss per Common Share

Net Loss per Common Share

The Company computes net loss per share under
Accounting Standards Codification subtopic 260-10, Earnings Per Share Basic net income (loss) per common share is computed by
dividing net loss by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using
the weighted average number of common and common stock equivalent shares outstanding during the period. For the years ended August
31, 2015 and 2014; 10,683,124,795 and 83,165,121 shares, respectively, underlying convertible debt were not included in the diluted
loss per share because their impact was anti-dilutive.

( us-gaap:EarningsPerSharePolicyTextBlock )
Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting cash flows, the
Company considers all cash on hand, in banks, certificates of deposit and other highly liquid debt instruments with a maturity
of three months or less at the date of purchase, to be cash and cash equivalents.

( us-gaap:CashAndCashEquivalentsPolicyTextBlock )
Property and Equipment

Property and equipment

Property and equipment are stated at cost,
less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful
life, which is five years for computer assets and software. Expenditures for maintenance and repairs are expensed as incurred.

( us-gaap:PropertyPlantAndEquipmentPolicyTextBlock )
Intangible Assets and Goodwill

Intangible Assets and Goodwill

The Company amortized its identifiable intangible
assets using the straight-line method over their estimated period of benefit. The estimated useful lives of the customer relationships
and domain rights are five years. The Company periodically evaluates the recoverability of intangible assets and takes into account
events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists.

The Company accounts for and reports acquired
goodwill and other intangible assets under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill and Other
(“ASC 350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual
basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included
in results from operations. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results
could vary significantly from management’s estimates. During the years ended August 31, 2015 and 2014, the Company impaired
assets creating an impairment charge of $81,915 and $307,373, respectively.

( us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsPolicy )
Income Taxes

Income Taxes

The Company has adopted Accounting Standards
Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.
Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily
of depreciation, amortization and stock compensation accounting versus basis differences.

The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.
Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies
in making this assessment.

As a result, management determined it was
more likely than not the deferred tax assets would not be realized.

( us-gaap:IncomeTaxPolicyTextBlock )
Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value estimates discussed herein are
based upon certain market assumptions and pertinent information available to management as of August 31, 2015 and 2014. The respective
carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short
term in nature and their carrying amounts approximate fair values or they are payable on demand.

( us-gaap:FairValueOfFinancialInstrumentsPolicy )
Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock based compensation
under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation
cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually
the vesting period.

This guidance establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s
equity instruments or that may be settled by the issuance of those equity instruments.

Compensation expense for restricted stock or
options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is more reliably measured.

Determining the appropriate fair value of
the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment
and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate
the Company’s stock price as determined by an outside third-party, an average volatility of comparable companies, U.S. risk-free
rate, dividend rate, and estimated life.

( us-gaap:CompensationRelatedCostsPolicyTextBlock )
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

There are various updates recently issued,
most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock )
(End Disclosure – Summary of Significant Accounting Policies (Policies))
Disclosure – Fair Value Measurement (Tables)
Disclosure – Fair Value Measurement (Tables) (USD $) 12 Months Ended
( custom:FairValueMeasurementTablesAbstract [Extension] )
Aug. 31, 2015
Summary of Fair Value of Derivative Liabilities

The following table sets forth by level within
the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as August 31,
2015 and 2014.

Recurring Fair Value Measures Level 1 Level 2 Level 3 Total
LIABILITIES:
Derivative liabilities as of August 31, 2015 $ $ $ 424,265 $ 424,265
Derivative liabilities as of August 31, 2014 $ $ $ 634,741 $ 634,741
( us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock )
(End Disclosure – Fair Value Measurement (Tables))
Disclosure – Property and Equipment (Tables)
Disclosure – Property and Equipment (Tables) (USD $) 12 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )
Aug. 31, 2015
Schedule of Property and Equipment

Property and equipment consisted of the following at August 31,
2015 and 2014:

2015 2014
Property and equipment $ 2,775 $ 8,525
Less: accumulation depreciation (2,775 ) (5,750 )
Net property and equipment $ 2,775
( us-gaap:PropertyPlantAndEquipmentTextBlock )
(End Disclosure – Property and Equipment (Tables))
Disclosure – Derivative Instruments (Tables)
Disclosure – Derivative Instruments (Tables) (USD $) 12 Months Ended
( DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract )
Aug. 31, 2015
Schedule of Derivative Instruments

The following table summarizes the changes in the derivative liabilities
during the years ended December 31, 2015 and 2014:

Balance as of December 31, 2013 $
Calculation of derivative liability at inception 755,985
Reclassification of derivative liability to equity (400,921 )
Change in fair value of derivative liability 279,677
Balance as of December 31, 2014 634,741
Calculation of derivative liability at inception 69,537
Reclassification of derivative liability to equity (497,172 )
Change in fair value of derivative liability 217,485
Balance as of December 31, 2015 $ 424,592
( us-gaap:ScheduleOfDerivativeInstrumentsTextBlock )
(End Disclosure – Derivative Instruments (Tables))
Disclosure – Income Taxes (Tables)
Disclosure – Income Taxes (Tables) (USD $) 12 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )
Aug. 31, 2015
Schedule of Deferred Net Tax Assets

Components of net deferred tax assets, including a valuation allowance,
are as follows at December 31:

2015 2014
Deferred tax assets:
Net operating loss carry forward $ 5,594,813 $ 4,309,767
Total deferred tax assets 1,958,185 1,508,418
Less: Valuation Allowance (1,958,185 ) (1,509,418 )
Net Deferred Tax Assets $ $
( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock )
(End Disclosure – Income Taxes (Tables))
Disclosure – Restatement (Tables)
Disclosure – Restatement (Tables) (USD $) 12 Months Ended
( OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract )
Aug. 31, 2015
Schedule of Restatement of Balance Sheet and Income Statement

The Company has restated that balance sheet
and income statement as of and for the year ended August 31, 2014 as follows

Reported Adjustment Restated
ASSETS
Current assets:
Cash $ 42,870 $ $ 42,870
Prepaid 71,318- (71,318 )
Property and equipment, net 74,106 (71,331 ) 2,775
Domain rights 125,400 (125,400 )
Debt issuance expense 28,588 (28,588 )
Customer lists, net 164,838 2,905 167,743
Total assets $ 507,120 $ (163,268 ) $ 213,388
Current liabilities:
Accounts payable and accrued expenses $ 335,407 $ (104,805 ) $ 230,602
Accrued salary –related parties 327,500 (225,000 ) 102,500
Convertible notes payable –net of discount 554,975 1,681 556,656
Note payable 435,850 (110,850 ) 325,000
Stock based payable 14,725 14,725
Settlement payable 348,00- (172,615 ) 172,385
Advances payable, related party 3,300 3,300
Advances 50,000 (50,000 )
Loans payable, related party 36,965 36,965
Derivative liability 476,429 158,312 634,741
Deferred revenue 104,565 (44,657 ) 59,908
Total liabilities 2,360,216 (223,434 ) 2,136,782
Preferred stock; Series B 50,000 (50,000 )
Common stock, 111,249 1 111,250
Additional paid in capital 1,212,815 1,056,252 2,269,067
Accumulated deficit (3,227,161 ) 1,067,460 (4,294,621 )
Total stockholders’ deficit $ (1,835,096 $ (79,200 ) $ (1,914,304 )
Reported Adjustments Restated
Sales $ 757,583 $ 44,659 $ 802,241
Cost of sales 728,176 12,509 740,685
Selling, general and administrative 1,727,923 (228,505 ) 1,499,418
Research and development 35,000 (35,000 )
Depreciation and amortization 133,133 212,517 345,517
Total operating expenses 1,896,056 (51,121 1,844,935
Loss from operations (1,866,649 ) (83,270 ) (1,783,379 )
Impairment of assets (315,016 ) (315,016
Loss on derivatives (357,287 ) (357,287 )
Loss contingency (255,000 ) (255,000 )
Interest expense (611,658 ) (223,427 ) (835,085 )
Net loss $ (2,478,307 ) $ (1,067,460 ) (3,545,767 )
Loss per share $ (0.02 ) $ (0.04 ) $ (0.06 )
Weighted number of average shares 111,249,454 (44,337,937 ) 55,462,879
( custom:RestatementToPriorYearAssetsAndIncomeTableTextBlock [Extension] )
(End Disclosure – Restatement (Tables))
Disclosure – Major Vendors (Tables)
Disclosure – Major Vendors (Tables) (USD $) 12 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )
Aug. 31, 2015
Schedule of Vendors

The following table set forth the percentage
below:

Percent of total purchases Accounts payable as of
Percent of total purchases 2015 2014 August 31, 2015
Vendor A 37.70 % 39.20 % $ 5,464
Vendor B 18.20 % 15.60 % $ 3,160
Vendor C 13.45 % 28.50 % $ 1,949
TOTAL 69.35 % 83.30 % $ 10,564
( custom:VendorsTableTextBlock [Extension] )
(End Disclosure – Major Vendors (Tables))
Disclosure – Summary of Significant Accounting Policies (Details Narrative)
Disclosure – Summary of Significant Accounting Policies (Details Narrative) (USD $) 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )
Sep. 24, 2015 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2015
( dei:LegalEntityAxis )
Customer Relationships [Member] Domain [Member]
( dei:EntityDomain )
Preferred stock, par value 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )
Preferred stock, conversion percentage 0.85
( custom:PreferredStockConversionPercentage [Extension] )
common stock, par value 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )
Deferred revenue 46,243 59,908
( us-gaap:DeferredRevenueRevenueRecognized )
Convertible debt not included in the diluted loss per share (Anti-dilutive impact) 83,165,121 10,683,724,795
( us-gaap:WeightedAverageNumberDilutedSharesOutstandingAdjustment )
Assets impairment charge 81,915 307,373
( us-gaap:ImpairmentChargeOnReclassifiedAssets )
Intangible assets useful life P5Y P5Y
( custom:IntangibleAssetsUsefulLife [Extension] )
(End Disclosure – Summary of Significant Accounting Policies (Details Narrative))
Disclosure – Going Concern (Details Narrative)
Disclosure – Going Concern (Details Narrative) (USD $) 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )
Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015
Net loss (1,285,046 ) (3,545,767 )
( us-gaap:NetIncomeLoss )
Accumulated deficit (5,579,667 )
( us-gaap:RetainedEarningsAccumulatedDeficit )
Current liabilities in excess of current assets 2,532,271
( custom:CurrentLiabilitiesInExcessOfCurrentAssets [Extension] )
(End Disclosure – Going Concern (Details Narrative))
Disclosure – Fair Value Measurement – Summary of Fair Value of Derivative Liabilities (Details)
Disclosure – Fair Value Measurement – Summary of Fair Value of Derivative Liabilities (Details) (USD $)
( us-gaap:FairValueDisclosuresAbstract )
Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014
( us-gaap:FairValueByFairValueHierarchyLevelAxis )
Level 1 [Member] Level 1 [Member] Level 2 [Member] Level 2 [Member] Level 3 [Member] Level 3 [Member]
( us-gaap:FairValueMeasurementsFairValueHierarchyDomain )
Derivative liabilities 424,265 634,741 424,592 634,741
( us-gaap:DerivativeFairValueOfDerivativeNet )
(End Disclosure – Fair Value Measurement – Summary of Fair Value of Derivative Liabilities (Details))
Disclosure – Property and Equipment (Details Narrative)
Disclosure – Property and Equipment (Details Narrative) (USD $) 12 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )
Aug. 31, 2015 Aug. 31, 2014
Depreciation 40,896 5,750
( us-gaap:Depreciation )
(End Disclosure – Property and Equipment (Details Narrative))
Disclosure – Property and Equipment – Schedule of Property and Equipment (Details)
Disclosure – Property and Equipment – Schedule of Property and Equipment (Details) (USD $)
( us-gaap:PropertyPlantAndEquipmentAbstract )
Aug. 31, 2015 Aug. 31, 2014
Property and equipment 2,775 8,525
( us-gaap:PropertyPlantAndEquipmentGross )
Less: accumulation depreciation (2,775 ) (5,750 )
( us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment )
Net property and equipment 2,775
( us-gaap:PropertyPlantAndEquipmentNet )
(End Disclosure – Property and Equipment – Schedule of Property and Equipment (Details))
Disclosure – Impairment of Assets (Details Narrative)
Disclosure – Impairment of Assets (Details Narrative) (Property Plant And Equipment [Member], USD $) 12 Months Ended
( us-gaap:GoodwillAndIntangibleAssetsDisclosureAbstract )
Aug. 31, 2015 Aug. 31, 2015
( us-gaap:PropertyPlantAndEquipmentByTypeAxis )
( us-gaap:PropertyPlantAndEquipmentTypeDomain )
Cost of assets 315,096
( us-gaap:PropertyPlantAndEquipmentNet )
Impairment of assets 300,185
( us-gaap:AssetImpairmentCharges )
(End Disclosure – Impairment of Assets (Details Narrative))
Disclosure – Derivative Instruments – Schedule of Derivative Instruments (Details)
Disclosure – Derivative Instruments – Schedule of Derivative Instruments (Details) (USD $) 12 Months Ended
( us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract )
Aug. 31, 2014 Aug. 31, 2015
Derivative liabilities, balance beginning 634,741
( us-gaap:DerivativeFairValueOfDerivativeNet )
Calculation of derivative liability at inception 755,985 69,537
( custom:CalculationOfDerivativeLiabilityAtInception [Extension] )
Reclassification of derivative liability to equity (400,921 ) (497,172 )
( custom:ReclassificationOfDerivativeLiabilityToEquity [Extension] )
Change in fair value of derivative liability 279,677 217,485
( us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisChangeInUnrealizedGainLoss )
Derivative liabilities, balance ending 634,741 424,592
( us-gaap:DerivativeFairValueOfDerivativeNet )
(End Disclosure – Derivative Instruments – Schedule of Derivative Instruments (Details))
Disclosure – Note Payable (Details Narrative)
Disclosure – Note Payable (Details Narrative) (USD $) 0 Months Ended
( us-gaap:DebtDisclosureAbstract )
Feb. 11, 2014 Feb. 11, 2014 Nov. 21, 2014 Aug. 31, 2015 Aug. 31, 2014
Promissory note payable 325,000
( us-gaap:NotesIssued1 )
Promissory note interest rate 0.0375
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Amount recovered form litigation loss 395,623
( us-gaap:LossContingencyReceivable )
Estimated loss from litigation 255,000
( us-gaap:LossContingencyEstimateOfPossibleLoss )
Notes outstanding 650,623 325,000
( us-gaap:NotesPayable )
(End Disclosure – Note Payable (Details Narrative))
Disclosure – Convertible Note Payable (Details Narrative)
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 0 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
May. 17, 2013 May. 17, 2013 Oct. 17, 2013 Oct. 17, 2013 Oct. 17, 2013 Oct. 10, 2014 Sep. 16, 2013 Sep. 16, 2013 Aug. 31, 2015 Aug. 31, 2015
( us-gaap:DebtInstrumentAxis )
Yew [Member] Yew [Member] IBC Notes One [Member] IBC Notes Two [Member] IBC Notes [Member] IBC Notes [Member] Radican Notes [Member] Radican Notes [Member] Radican Notes [Member] Radican Notes [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note 130,928 150,000
( us-gaap:UnsecuredDebt )
Debt maturity date 2014-08-31 2014-03-31
( us-gaap:DebtInstrumentMaturityDate )
Promissory note bears interest rate 0.049 0.12
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Debt convertible into shares of common stock 130,928 15,210,000 10,000,000
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )
Debt conversation price per shares 1.00
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )
Payments to acquire debt 130,928 250,000
( us-gaap:PaymentsToAcquireAvailableForSaleSecuritiesDebt )
Note payable 130,000 150,000
( us-gaap:NotesPayable )
Debt convertible into shares of common stock, value 7,000
( custom:DebtConvertibleIntoSharesOfCommonStockValue [Extension] )
Number of shares issued for debt amount 293,901 165,002
( us-gaap:DebtConversionConvertedInstrumentAmount1 )
Fair value of derivatives 165,002
( us-gaap:DerivativeFairValueOfDerivativeNet )
Fair value embedded derivatives 165,000
( us-gaap:EmbeddedDerivativeFairValueOfEmbeddedDerivativeNet )
Debt instrument face amount (150,000 )
( us-gaap:DebtInstrumentFaceAmount )
Loss on derivatives (15,000 )
( us-gaap:DerivativeLossOnDerivative )
Percentage of amount equal to outstanding principal redeemed plus accrued interest
( us-gaap:DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed )
Percentage of conversion rate equal of lowest closing bid price of common stock
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger )
Debt bearing interest rate
( us-gaap:AccountsPayableInterestBearingInterestRate )
Convertible note payable
( us-gaap:ConvertibleNotesPayableCurrent )
Interest expense
( us-gaap:InterestExpense )
Proceeds from Notes
( us-gaap:ProceedsFromNotesPayable )
Obligated to repay Dutchess
( custom:ObligatedToRepayDutchess [Extension] )
Amortization of payments
( us-gaap:AdjustmentForAmortization )
Issuance of warrants to purchase of common stock
( custom:IssuanceOfWarrantsToPurchaseOfCommonStock [Extension] )
Common stock par value
( us-gaap:CommonStockParOrStatedValuePerShare )
Settlement and accrued
( custom:SettlementAndAccrued [Extension] )
Table continued from above
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 0 Months Ended 12 Months Ended 0 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
Jul. 1, 2013 Jul. 1, 2013 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 Aug. 31, 2014 Feb. 27, 2014 Feb. 27, 2014 Aug. 31, 2014 Aug. 31, 2015
( us-gaap:DebtInstrumentAxis )
JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible [Member] JSJ Investments Inc [Member] Unsecured Convertible Two [Member] JSJ Investments Inc [Member] Unsecured Convertible Two [Member] JSJ Investments Inc [Member] Unsecured Convertible Two [Member] JSJ Investments Inc [Member] Unsecured Convertible Two [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note 26,359 30,000
( us-gaap:UnsecuredDebt )
Debt maturity date 2014-08-27
( us-gaap:DebtInstrumentMaturityDate )
Promissory note bears interest rate 0.12 0.12
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Debt convertible into shares of common stock 52,718,560 4,495,593
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )
Debt conversation price per shares
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )
Payments to acquire debt
( us-gaap:PaymentsToAcquireAvailableForSaleSecuritiesDebt )
Note payable 0 26,359 30,000 0
( us-gaap:NotesPayable )
Debt convertible into shares of common stock, value
( custom:DebtConvertibleIntoSharesOfCommonStockValue [Extension] )
Number of shares issued for debt amount 11,597 14,762
( us-gaap:DebtConversionConvertedInstrumentAmount1 )
Fair value of derivatives 33,069 33,069 42,000 42,000
( us-gaap:DerivativeFairValueOfDerivativeNet )
Fair value embedded derivatives
( us-gaap:EmbeddedDerivativeFairValueOfEmbeddedDerivativeNet )
Debt instrument face amount
( us-gaap:DebtInstrumentFaceAmount )
Loss on derivatives
( us-gaap:DerivativeLossOnDerivative )
Percentage of amount equal to outstanding principal redeemed plus accrued interest 0.50 0.50
( us-gaap:DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed )
Percentage of conversion rate equal of lowest closing bid price of common stock 0.50 0.50
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger )
Debt bearing interest rate 0.12 0.12
( us-gaap:AccountsPayableInterestBearingInterestRate )
Convertible note payable
( us-gaap:ConvertibleNotesPayableCurrent )
Interest expense
( us-gaap:InterestExpense )
Proceeds from Notes
( us-gaap:ProceedsFromNotesPayable )
Obligated to repay Dutchess
( custom:ObligatedToRepayDutchess [Extension] )
Amortization of payments
( us-gaap:AdjustmentForAmortization )
Issuance of warrants to purchase of common stock
( custom:IssuanceOfWarrantsToPurchaseOfCommonStock [Extension] )
Common stock par value
( us-gaap:CommonStockParOrStatedValuePerShare )
Settlement and accrued
( custom:SettlementAndAccrued [Extension] )
Table continued from above
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 12 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
Aug. 31, 2015 Apr. 1, 2014 Apr. 1, 2014 Aug. 31, 2014 Mar. 3, 2014 Mar. 3, 2014 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2014 Aug. 7, 2014
( us-gaap:DebtInstrumentAxis )
JSJ Investments Inc [Member] Unsecured Convertible Two [Member] JSJ Investments Inc [Member] Unsecured Convertible Three [Member] JSJ Investments Inc [Member] Unsecured Convertible Three [Member] JSJ Investments Inc [Member] Unsecured Convertible Three [Member] Unsecured Convertible [Member] LG Capital Funding LLC [Member] Unsecured Convertible [Member] LG Capital Funding LLC [Member] Unsecured Convertible [Member] LG Capital Funding LLC [Member] Unsecured Convertible [Member] LG Capital Funding LLC [Member] Unsecured Convertible [Member] LG Capital Funding LLC [Member] Unsecured Convertible Two [Member] LG Capital Funding LLC [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note 50,000 25,000 40,000
( us-gaap:UnsecuredDebt )
Debt maturity date 2014-10-01 2015-03-03
( us-gaap:DebtInstrumentMaturityDate )
Promissory note bears interest rate 0.12 0.08 0.08
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Debt convertible into shares of common stock 25,682,357 21,044,172
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )
Debt conversation price per shares
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )
Payments to acquire debt
( us-gaap:PaymentsToAcquireAvailableForSaleSecuritiesDebt )
Note payable 0 25,000
( us-gaap:NotesPayable )
Debt convertible into shares of common stock, value
( custom:DebtConvertibleIntoSharesOfCommonStockValue [Extension] )
Number of shares issued for debt amount 31,599 26,027
( us-gaap:DebtConversionConvertedInstrumentAmount1 )
Fair value of derivatives 83,333 83,333 29,456 29,456 46,021
( us-gaap:DerivativeFairValueOfDerivativeNet )
Fair value embedded derivatives 83,333 42,000
( us-gaap:EmbeddedDerivativeFairValueOfEmbeddedDerivativeNet )
Debt instrument face amount (25,000 ) (25,000 )
( us-gaap:DebtInstrumentFaceAmount )
Loss on derivatives (42,000 )
( us-gaap:DerivativeLossOnDerivative )
Percentage of amount equal to outstanding principal redeemed plus accrued interest 0.50
( us-gaap:DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed )
Percentage of conversion rate equal of lowest closing bid price of common stock 0.50 0.45
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger )
Debt bearing interest rate 0.08
( us-gaap:AccountsPayableInterestBearingInterestRate )
Convertible note payable
( us-gaap:ConvertibleNotesPayableCurrent )
Interest expense
( us-gaap:InterestExpense )
Proceeds from Notes
( us-gaap:ProceedsFromNotesPayable )
Obligated to repay Dutchess
( custom:ObligatedToRepayDutchess [Extension] )
Amortization of payments
( us-gaap:AdjustmentForAmortization )
Issuance of warrants to purchase of common stock
( custom:IssuanceOfWarrantsToPurchaseOfCommonStock [Extension] )
Common stock par value
( us-gaap:CommonStockParOrStatedValuePerShare )
Settlement and accrued
( custom:SettlementAndAccrued [Extension] )
Table continued from above
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
Aug. 7, 2014 Aug. 31, 2015 Aug. 31, 2014 Aug. 31, 2015 May. 20, 2015 May. 20, 2015 Aug. 31, 2015 Sep. 16, 2014 Sep. 16, 2014 Aug. 31, 2015
( us-gaap:DebtInstrumentAxis )
Unsecured Convertible Two [Member] LG Capital Funding LLC [Member] Unsecured Convertible Two [Member] LG Capital Funding LLC [Member] Unsecured Convertible Two [Member] LG Capital Funding LLC [Member] Unsecured Convertible Two [Member] LG Capital Funding LLC [Member] LG Capital Funding LLC [Member] Unsecured Convertible Three [Member] LG Capital Funding LLC [Member] Unsecured Convertible Three [Member] LG Capital Funding LLC [Member] Unsecured Convertible Three [Member] Kbm Worldwide, Inc [Member] Kbm Worldwide, Inc [Member] Kbm Worldwide, Inc [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note 23,650 53,000
( us-gaap:UnsecuredDebt )
Debt maturity date 2015-08-07 2016-05-22 2015-06-18
( us-gaap:DebtInstrumentMaturityDate )
Promissory note bears interest rate 0.08 0.08
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Debt convertible into shares of common stock 193,270,611 843,625,000
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )
Debt conversation price per shares
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )
Payments to acquire debt
( us-gaap:PaymentsToAcquireAvailableForSaleSecuritiesDebt )
Note payable 28,680 40,000 23,650
( us-gaap:NotesPayable )
Debt convertible into shares of common stock, value
( custom:DebtConvertibleIntoSharesOfCommonStockValue [Extension] )
Number of shares issued for debt amount 11,155
( us-gaap:DebtConversionConvertedInstrumentAmount1 )
Fair value of derivatives 33,600 56,681
( us-gaap:DerivativeFairValueOfDerivativeNet )
Fair value embedded derivatives 56,681 53,000
( us-gaap:EmbeddedDerivativeFairValueOfEmbeddedDerivativeNet )
Debt instrument face amount (25,000 ) (50,000 )
( us-gaap:DebtInstrumentFaceAmount )
Loss on derivatives (16,396 ) (3,000 )
( us-gaap:DerivativeLossOnDerivative )
Percentage of amount equal to outstanding principal redeemed plus accrued interest 1.45
( us-gaap:DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed )
Percentage of conversion rate equal of lowest closing bid price of common stock 0.43 0.43
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger )
Debt bearing interest rate 0.08
( us-gaap:AccountsPayableInterestBearingInterestRate )
Convertible note payable 28,689 41,022
( us-gaap:ConvertibleNotesPayableCurrent )
Interest expense (16,396 )
( us-gaap:InterestExpense )
Proceeds from Notes
( us-gaap:ProceedsFromNotesPayable )
Obligated to repay Dutchess
( custom:ObligatedToRepayDutchess [Extension] )
Amortization of payments
( us-gaap:AdjustmentForAmortization )
Issuance of warrants to purchase of common stock
( custom:IssuanceOfWarrantsToPurchaseOfCommonStock [Extension] )
Common stock par value
( us-gaap:CommonStockParOrStatedValuePerShare )
Settlement and accrued
( custom:SettlementAndAccrued [Extension] )
Table continued from above
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
Aug. 31, 2014 Aug. 31, 2015 Oct. 14, 2014 Oct. 14, 2014 Aug. 31, 2015 Aug. 31, 2015 Oct. 17, 2013 Oct. 17, 2013 Aug. 31, 2015 Aug. 31, 2015
( us-gaap:DebtInstrumentAxis )
Kbm Worldwide, Inc [Member] Kbm Worldwide, Inc [Member] Beaufort Capital Partners Llc [Member] Beaufort Capital Partners Llc [Member] Beaufort Capital Partners Llc [Member] Beaufort Capital Partners Llc [Member] Dutchess Opportunity Fund II, LP [Member] Dutchess Opportunity Fund II, LP [Member] Dutchess Opportunity Fund II, LP [Member] Dutchess Opportunity Fund II, LP [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note 12,500 300,000
( us-gaap:UnsecuredDebt )
Debt maturity date 2015-04-14
( us-gaap:DebtInstrumentMaturityDate )
Promissory note bears interest rate 0.08
( us-gaap:DebtInstrumentInterestRateStatedPercentage )
Debt convertible into shares of common stock 181,763,636 1,000,000
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )
Debt conversation price per shares
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )
Payments to acquire debt
( us-gaap:PaymentsToAcquireAvailableForSaleSecuritiesDebt )
Note payable 0 0 0
( us-gaap:NotesPayable )
Debt convertible into shares of common stock, value
( custom:DebtConvertibleIntoSharesOfCommonStockValue [Extension] )
Number of shares issued for debt amount 145,000
( us-gaap:DebtConversionConvertedInstrumentAmount1 )
Fair value of derivatives 53,000
( us-gaap:DerivativeFairValueOfDerivativeNet )
Fair value embedded derivatives 12,855 42,099
( us-gaap:EmbeddedDerivativeFairValueOfEmbeddedDerivativeNet )
Debt instrument face amount
( us-gaap:DebtInstrumentFaceAmount )
Loss on derivatives
( us-gaap:DerivativeLossOnDerivative )
Percentage of amount equal to outstanding principal redeemed plus accrued interest
( us-gaap:DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed )
Percentage of conversion rate equal of lowest closing bid price of common stock 0.90
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger )
Debt bearing interest rate 0.08
( us-gaap:AccountsPayableInterestBearingInterestRate )
Convertible note payable
( us-gaap:ConvertibleNotesPayableCurrent )
Interest expense
( us-gaap:InterestExpense )
Proceeds from Notes 235,000
( us-gaap:ProceedsFromNotesPayable )
Obligated to repay Dutchess 300,000
( custom:ObligatedToRepayDutchess [Extension] )
Amortization of payments
( us-gaap:AdjustmentForAmortization )
Issuance of warrants to purchase of common stock
( custom:IssuanceOfWarrantsToPurchaseOfCommonStock [Extension] )
Common stock par value
( us-gaap:CommonStockParOrStatedValuePerShare )
Settlement and accrued
( custom:SettlementAndAccrued [Extension] )
Table continued from above
Disclosure – Convertible Note Payable (Details Narrative) (USD $) 0 Months Ended
( custom:ConvertibleNotePayableDetailsNarrativeAbstract [Extension] )
Dec. 1, 2013 Mar. 16, 2016 Mar. 16, 2016
( us-gaap:DebtInstrumentAxis )
Dutchess Opportunity Fund II, LP [Member] Debenture Registration Rights Agreement [Member] Debenture Registration Rights Agreement [Member]
( us-gaap:DebtInstrumentNameDomain )
Unsecured convertible promissory note
( us-gaap:UnsecuredDebt )
Debt maturity date
( us-gaap:DebtIn