UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended May 31, 2014
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number: 333-177518

(Mark One)

IDS Industries, Inc.

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended November 30, 2014

	or

¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

	Commission File Number: 333-177518

Aja Cannafacturing, Inc.

(Exact name of registrant as specified in its charter)

Nevada	45-2758994
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
533 Birch Street, Lake Elsinore, CA 92530
31500 Grape Street Suite 3-345 Lake Elsinore, CA 92532
(Address of principal executive offices)
(714) 733-1412
(Registrant’s telephone number)
IDS Solar Technologies, Inc.
(Former name, former address and former fiscal year, if changed since last report)

~~Indicated~~N/A ~~by check mark whether the registrant~~ (1)Former ~~has~~name, ~~filed~~former ~~all~~address ~~reports~~and ~~required~~former tofiscal ~~be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~year, ~~and~~if ~~(2)~~changed ~~has~~since ~~been~~last ~~subject to such filing requirements for the past 90 days [X] Yes [ ] No~~report)

Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[¨ ] Large accelerated filer [¨Accelerated ]filer ¨ Non-accelerated filer [x ~~] Accelerated filer [X]~~ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [¨ ] Yes ~~[X]~~ x No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~121~~923,~~184~~984,~~334~~484 common shares as of ~~July 11~~January 12, 2014.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~[X]~~ x No ~~[ ]~~¨

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

	TABLE OF CONTENTS	Page
		Page
~~PART I - FINANCIAL INFORMATION~~	PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	1819
Item 4:	Controls and Procedures	1819
~~PART II - OTHER INFORMATION~~	PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	1920
Item 1A:	Risk Factors	1920
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1920
Item 3:	Defaults Upon Senior Securities	1920
Item 4:	Mine Safety Disclosures	1920
Item 5:	Other Information	1920
Item 6:	Exhibits	1921

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited financial statements included in this Form 10-Q are as follows:

TABLE OF CONTENTS

Unaudited Financial Statements:
	Consolidated Balance Sheets as of November 30, 2014 and August 31, 2014 (unaudited);	F-2
	Consolidated Statements of Operations for the three months ended November 30, 2014 and 2013 (unaudited);	F-3
	Consolidated Statements of Cash Flows for the three months ended November 30, 2014 and 2013 (unaudited);	F-4
	Notes to Consolidated Financial Statements (unaudited)	F-5

Consolidated Balance Sheets as of May 31, 2014 and August 31, 2013 (unaudited)	4
Consolidated Statements of Operations for the Three and Nine Months ended May 31, 2014 and 2013 (unaudited)	5
Consolidated Statements of Cash Flows for the Nine Months ended May 31, 2014 and 2013 (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7

~~Table~~AJA ofCANNAFACTURING, ~~Contents~~INC. (FORMERLY IDS INDUSTRIES, INC.) CONSOLIDATED BALANCE SHEETS (Unaudited)

IDS INDUSTRIES, INC.

	November 30, 2014			August 31, 2014
ASSETS
Current Assets:
Cash	$	5,868		$	43,993
Accounts receivable, net of allowance of $8,753 and $8,753, respectively		8,752			8,752
Prepaid expenses and other current assets		9,882			88,871
Total Current Assets		24,502			141,616

Total Assets	$	24,502		$	141,616

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES:
Current Liabilities:
Accounts payable	$	177,866		$	154,178
Derivative liability		926,163			558,194
Accrued compensation		5,695			52,686
Accrued expenses		44,080			43,483
Accrued interest		33,957			26,051
Convertible notes payable, net of discount of $445,952 and $174,125, respectively		376,184			340,813
Notes payable – related party net of discount of $0 and $244,839, respectively		-			30,135
Other notes payable		25,100			52,455
Total Current Liabilities		1,589,045			1,257,995

Total Liabilities		1,589,045			1,257,995

STOCKHOLDERS’ DEFICIT:
Preferred stock, par value $.001, 10,000,000 authorized, 1,000,000 and 0 shares issued and outstanding, respectively		1,000			-
Common stock, $.001 par value, 3,000,000,000 common shares authorized, 434,932,056 and 127,184,335 shares issued and outstanding, respectively		434,932			127,184
Additional paid in capital		1,654,906			1,555,834
Accumulated deficit		(3,655,381	)		(2,799,397	)
Total Stockholders’ Deficit		(1,564,543	)		(1,116,379	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	24,502		$	141,616

(FORMERLY IDS SOLAR TECHNOLOGIES, INC.)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	May 31, 2014			August 31, 2013
ASSETS
Current Assets:
Cash	$	28,794		$	1,960
Accounts receivable, net of allowance of $4,950		15,737			4,950
Prepaid expenses and other current assets		23,161			80,196
Inventory		24,954			32,682
Other receivable, related party		37,543			77,307
Interest receivable, related party		5,429			2,612
Total Assets	$	135,618		$	199,707
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES:
Current Liabilities:
Cash overdraft	$	—		$	12,413
Accounts payable		151,568			159,596
Derivative liability		221,767			148,870
Accrued compensation		49,167			—
Accrued expenses		30,409			10,159
Accrued interest		43,069			19,990
Convertible notes payable, net of discount of $116,131 and $93,858, respectively		357,534			265,992
Notes payable – related party		287,948			290,098
Other notes payable		28,100			30,000
Total Current Liabilities		1,169,562			937,118
Total Liabilities		1,169,562			937,118
STOCKHOLDERS’ DEFICIT:
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding		—			—
Common stock, $.001 par value, 500,000,000 common shares authorized, 102,401,393 and 34,313,114 shares issued and outstanding, respectively		102,402			34,313
Additional paid in capital		1,388,148			639,889
Deferred stock compensation		(108,318	)		—
Accumulated deficit		(2,416,176	)		(1,411,613	)
Total Stockholders’ Deficit		(1,033,944	)		(737,411	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	135,618		$	199,707

The accompanying notes are an integral part of these consolidated financial statements.

F-1

Table of Contents

IDS INDUSTRIES, INC.

(FORMERLY IDS SOLAR TECHNOLOGIES, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended May 31,						For the Nine Months Ended May 31,
	2014			2013			2014			2013
Revenue	$	12,839		$	17,899		$	16,213		$	34,729
Cost of revenue		11,275			26,772			11,275			64,151
Gross margin		1,564			(8,873	)		4,938			(29,422	)
Operating expenses:
Professional fees		14,804			17,054			60,387			96,103
Stock-based compensation expense		50,730			—			174,790			—
Salaries and wages		55,021			77,331			250,308			184,935
Marketing and advertising		3,441			—			41,176			—
General and administrative		78,934			194,506			123,097			691,347
Total operating expenses		202,930			288,891			649,758			972,385
Loss from operations		(201,366	)		(297,764	)		(644,820	)		(1,001,807	)
Other income and (expense):
Interest expense		(22,449	)		(9,847	)		(58,551	)		(15,715	)
Amortization of debt discount		(123,289	)		—			(304,035	)		—
Change in fair value of derivative liability		924,095			—			574,743			—
Derivative expense		(143,232	)		—			(381,640	)		—
Loss on extinguishment of debt		(176,006	)		—			(194,577	)		—
Other income		—			50			—			50
Interest income		757			—			4,317			—
Total other income (expense)		459,876			(9,797	)		(359,743	)		(15,665	)
Income (loss) before provision for income taxes		258,510			(307,561	)		(1,004,563	)		(1,017,472	)
Provision for income taxes		—			—			—			—
Net Income (Loss)	$	258,510		$	(307,561	)	$	(1,004,563	)	$	(1,017,472	)
Income (loss) per share:
Basic	$	0.00		$	(0.01	)	$	(0.02	)	$	(0.06	)
Diluted		0.00			—			—			—
Weighted average shares outstanding:
Basic		60,319,311			33,575,364			58,651,342			17,564,093
Diluted		112,856,787			—			—			—

The accompanying notes are an integral part of these consolidated financial statements.

F-2

~~Table~~AJA ofCANNAFACTURING, ~~Contents~~INC. (FORMERLY IDS INDUSTRIES, INC.) STATEMENTS OF OPERATIONS (unaudited)

IDS INDUSTRIES, INC.

	For the Three Months Ended November 30,
	2014			2013

Revenue	$	-		$	-

Operating expenses:
Professional fees		35,615			25,494
Stock based compensation		163,755			-
Salaries and wages		8,419			85,733
Marketing and advertising		9,150			23,850
General and administrative		175,488			105,018
Total operating expenses		392,427			240,095
Loss from operations		(392,427	)		(240,095	)

Other income and (expense):
Amortization of debt discount		(304,012	)		(81,482	)
Derivative expense		(422,992	)		-
Gain (loss) on derivative liability		386,023			126,960
Loss on debt conversion		(70,849	)		-
Penalty expense		(36,000	)		-
Interest expense		(15,727	)		(11,807	)
Interest income		-			2,807
Total other expense		(463,557	)		36,478
Loss before provision for income taxes		(855,984	)		(203,617	)

Provision for income taxes		-			-

Net Loss	$	(855,984	)	$	(203,617	)

Loss per share:
Basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding: basic and diluted		273,869,821			34,313,114

(FORMERLY IDS SOLAR TECHNOLOGIES, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended May 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(1,004,563	)	$	(1,017,472	)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation		174,790			455,647
Deemed dividend		—			51,621
Treasury stock		—			20,351
Change in fair value of derivatives		(574,743	)		—
Loss on conversion of debt		194,577			—
Amortization of debt discount		304,035			—
Derivative expense		381,640			—
Change in assets and liabilities:
Increase in accounts receivable		(10,787	)		(12,004	)
(Increase) / decrease in inventory		7,728			(30,023	)
(Increase) / decrease in prepaid expenses and other current assets		71,817			(24,167	)
Increase in interest receivable - related party		(2,817	)		(104,771	)
Increase / (decrease) in accounts payable		(20,441	)		174,358
Increase (decrease) in accrued expenses		115,384			(58,435	)
Net cash used in operating activities		(363,380	)		(544,895	)
Cash flows from investing activities
Increase / (decrease) in note receivable – related party		39,764			—
Property and equipment		—			10,080
Net cash provided by (used) in investing activities		39,764			10,080
Cash flows from financing activities:
Proceeds from convertible debt		352,000			—
Payments on convertible debt		(17,500	)		—
Loan / repayment of shareholder loan		—			(2,100	)
Increase in note payable – related party		(2,150	)		290,098
Increase in other notes payable		(1,900	)		232,403
Proceeds from the sale of common stock		20,000			15,998
Net cash provided by financing activities		350,450			536,399
Net increase (decrease) in cash		26,834			1,584
Cash at beginning of period		1,960			15,140
Cash at end of period	$	28,794		$	16,724
Supplemental Cash Flow Information:
Cash paid for interest	$	500		$	—
Cash paid for taxes	$	—		$	—
Non-Cash Investing and Financing Information:
Common stock issued for conversion of debt	$	461,584		$	—
Issuance of common stock warrants in connection with debt	$	11,763		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-3

~~Table~~AJA ofCANNAFACTURING, ~~Contents~~INC. (FORMERLY IDS INDUSTRIES, INC.) STATEMENTS OF CASH FLOWS (unaudited)

IDS INDUSTRIES, INC.

	For the Three Months Ended November 30,
	2014			2013
Cash flows from operating activities:
Net loss for the period	$	(855,984	)	$	(203,617	)
Adjustments to reconcile net loss to net cash used in operations:
Stock based compensation and services		163,755			-
(Gain) loss on fair value of derivatives		(386,023	)		(126,960	)
Amortization of discounts		304,012			81,482
Loss on debt conversion		70,849			-
Derivative expense		422,992			74,738
Severance and penalty expense		161,314			-
Change in assets and liabilities:
(Increase)/decrease in prepaids and other current assets		3,034			33,485
(Increase)/decrease in note receivable – related party		-			38,889
Increase in interest receivable – related party		-			(2,807	)
Increase/(decrease) in accounts payable		23,689			49,692
Increase/(decrease) in accrued expenses		19,237			1,333
Net cash used in operating activities		(73,125	)		(53,765	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:

Proceeds from convertible debt		38,000			35,000
Increase / (decrease) in note payable – related party		-			5,250
Increase / (decrease) in other notes payable		(3,000	)		11,555
Net cash provided by financing activities		35,000			51,805
Net decrease in cash		(38,125	)		(1,960	)
Cash at beginning of period		43,993			1,960
Cash at end of period	$	5,868		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash activities
Common stock issued for conversion of debt	$	320,020		$	-
Debt discount from fair value of embedded derivatives	$	331,000		$	-

~~(FORMERLY~~The ~~IDS~~accompanying notes ~~SOLAR~~are ~~TECHNOLOGIES,~~an ~~INC~~integral part of these consolidated financial statements.)

F-4

AJA CANNAFACTURING, INC.

(FORMERLY IDS INDUSTRIES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~May~~November 3130, 2014

(~~UNAUDITED~~Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

~~IDS Industries~~Aja Cannafacturing, Inc. (“~~IDS~~Aja” or the “Company”) is afocusing ~~GIIRS-rated~~on ~~“green”~~the ~~energy~~breeding, ~~company~~cultivation, ~~that designs~~ and ~~develops~~processing ~~solar and power management technologies and incorporates these into its manufacturing and distribution~~ of ~~solar-based portable~~raw ~~power~~industrial ~~stations~~Cannabis ~~and~~materials ~~other solar-based products~~ for ~~consumer,~~industry ~~business,~~specific ~~government, and disaster relief~~ applications~~. We~~ ~~also~~such ~~offer~~as building amaterials ~~line~~(Hempcrete), ofautomotive ~~‘Stationary” Energy Storage systems for residential~~(biofuels), ~~commercial~~plastics ~~and~~(healthcare) ~~light industrial applications. Both the stationary~~ and ~~portable~~textiles ~~solar power generators will be under our Company brand name, Charge! Energy Storage~~(fabrics).

The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc.

On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000.

As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ.

Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.”

On January 7, 2013 we launched our planned new product line on a limited basis; with the initial model, the Solar Survivor. The Company continues to design and development other models of electric generators and power stations based on customer input and feedback.

Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split.

Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” ~~The new name reflects the direction and focus of the Company more accurately given the full slate of products in advanced development including the battery management and energy storage fields.~~

On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries.

On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary.

~~F-4~~Effective August 7, 2014, the board of directors authorized a change in the name of the company to “Aja Cannafacturing, Inc.” The new name reflects the direction and focus of the Company more accurately.

Table of Contents

Basis of Presentation

The accompanying ~~interim unaudited~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules ~~and regulations~~ of the ~~United States~~ Securities and Exchange Commission ~~for~~("SEC"). ~~interim~~In ~~financial~~the ~~information.~~opinion ~~Accordingly~~of management, ~~they~~all adjustments necessary in order for the dofinancial statements to be not ~~include~~misleading ~~all~~have ~~the~~been ~~information~~reflected ~~and~~herein. ~~footnotes~~The ~~necessary~~interim results for athe ~~comprehensive~~three ~~presentation~~months ofended ~~financial~~November ~~position~~30, 2014 ~~results~~are not necessarily indicative of ~~operations~~the results for the full fiscal year and should be read in conjunction with the August 31, ~~stockholders’~~2014 ~~deficit~~Form or10-K. ~~cash~~The ~~flows~~Company has adopted an August 31 year end.

It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended May 31, 2014 are not necessarily indicative of the results for the full fiscal year. For further information refer to the financial statements and notes included in the Company’s Form 10F-~~K for the year ended August 31, 2013.~~5

Principles of Consolidation

The consolidated financial statements include the accounts of ~~IDS~~Aja ~~Industries~~Cannafacturing, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid ~~investments~~ investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of ~~May~~November 3130, 2014 and August 31, ~~2013~~ 2014.

Basic Loss per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Potentially dilutive shares were excluded from the computation as of November 30, 2014 and 2013 since they would have been anti-dilutive.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses that result from the failure or inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability of accounts receivable based on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, and the allowances are adjusted accordingly.

Fair Value of Financial Instruments

For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, ~~inventory,~~ accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated ~~fair~~ fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of ~~May~~November 30, 2014 and August 31, 2014.

	Level I			Level II			Level III			Total
Derivative liability		Level I			Level II			Level III			Total
Derivative liability	$	—		$	221,767		$	—		$	221,767
November 30, 2014		$	-		$	926,163		$	-		$	926,163
August 31, 2014		$	-		$	558,194		$	-		$	558,194

F-56

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Stock-Based Compensation

WeThe ~~account~~Company accounts for equity ~~instruments~~based ~~issued in~~transactions ~~exchange~~with ~~for~~non-employees under the ~~receipt~~provisions of ~~goods~~ASC orTopic ~~services~~No. ~~from~~505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees. ~~Costs~~shall ~~are~~be measured at the fair ~~market~~ value of the ~~consideration~~ consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The ~~value~~fair value of ~~equity~~common ~~instruments~~ stock issued for ~~consideration~~payments ~~other~~to ~~than employee~~non-employees ~~services~~ is ~~determined~~measured onat the ~~earlier~~market ofprice on the date onof ~~which~~grant. ~~there~~The ~~first~~fair ~~exists a~~value ~~firm~~of ~~commitment~~equity instruments, ~~for~~other ~~performance~~than bycommon ~~the~~stock, ~~provider~~is ofestimated ~~goods~~using orthe ~~services~~Black-Scholes oroption onvaluation ~~the~~model. ~~date~~In ~~performance is~~general, ~~complete.~~the ~~The~~ Company ~~recognizes~~ recognizes the fair value of the equity instruments issued ~~that~~as ~~result~~deferred instock ancompensation ~~asset~~and oramortizes ~~expense~~the ~~being~~cost ~~recorded~~over by the ~~Company,~~term inof the contract. During the ~~same~~three ~~period(s)~~months ~~and~~ended inNovember ~~the same~~30, ~~manner~~2014, ~~as if~~ the Company ~~has~~issued ~~paid~~58,000,000 ~~cash~~shares ~~for~~of ~~the~~common ~~goods~~stock orvalued ~~services~~at $63,800 to non-employees.

The Company accounts for ~~equity~~employee stock-based ~~transactions~~ ~~with~~compensation ~~non-employees~~in ~~under~~accordance with the ~~provisions~~guidance of FASB ASC Topic ~~No. 505-50~~718, ~~“Equity-Based~~Compensation ~~Payments to Non~~-~~Employees”~~ ~~(“Topic No.~~Stock ~~505-50”).~~Compensation ~~Topic~~which ~~No.~~requires ~~505~~all share-~~50 establishes that equity-~~based ~~payment~~payments ~~transactions~~to ~~with non-~~employees ~~shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued~~, ~~whichever~~including isgrants ~~more reliably measurable. The fair value~~ of ~~common~~employee stock ~~issued~~options, ~~for payments~~ to ~~non-employees~~be isrecognized ~~measured~~in at the ~~market~~financial ~~price~~statements based on ~~the~~their ~~date~~fair ~~of grant~~values. The fair value of ~~equity instruments, other than common stock, is estimated using~~ the ~~Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the~~ equity instrument. ~~During~~is ~~the~~charged ~~year~~directly ~~ended~~to ~~August~~compensation ~~31,~~expense ~~2013,~~and ~~the Company issued 3,157,750 shares of common stock~~credited ~~valued at $467,448~~ to ~~non~~additional paid-~~employees.~~in Ascapital ofover ~~May~~the ~~31,~~period ~~2014~~during awhich ~~total~~services ofare ~~$461,719 has been expensed, and $5,729 remains in deferred stock compensation expense~~rendered. During the ~~nine~~three months ended ~~May~~November 3130, 2014, the Company issued 64,~~120~~000,000 shares of common stock valued at $~~137~~23,~~035~~000 to ~~non-~~its employees. ~~As of May 31, 2014 a total of $34,447 has been expensed, and $102,588 remains in deferred stock compensation expense.~~

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the nine months ended May 31, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO.

Income Taxes

Income taxes are computed using ~~the~~ the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at ~~May~~November 3130, 2014 and ~~August 31,~~ 2013.

The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Revenue Recognition

Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations.

~~F-6~~NOTE 2 – PREPAIDS AND OTHER CURRENT ASSETS

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NOTE 2 – NOTE RECEIVABLE

On August 15, 2013, the Company executed a Note Receivable for $77,307 for funds that it had advanced to another company owned by the former CEO. The note bears interest at 8% and was to mature in ninety days. During the nine months ended May 31, 2014, $39,764 and $1,500 was paid back on the principal and interest, respectively on this loan. As of May 31, 2014, the note has accrued $5,429 in interest. The repayment terms on this note are currently being renegotiated.

NOTE 3 – PREPAIDS AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at:

	May 31, 2014			August 31,2013
		November 30, 2014			August 31, 2014
Prepaid consulting	$	—$	-	$	~~64,824~~$	75,955
Other assets		~~7,007~~	5,319		—	5,319
Unamortized original issue discount		~~8,581~~	4,563		~~6,762~~	7,344
Deferred financing costs		~~7,573~~	-		~~8,610~~	253
Total prepaid expenses and other current assets	$	23,161		$	80,196
		$	9,882		$	88,871

NOTE 4 – CONVERTIBLE NOTES PAYABLE

On October 12, 2012, the Company executed a promissory note with Argent Offset, LLC for $20,000. The note bears interest at 18% and was due on or before January 10, 2013. On February 27, 2013, a new convertible promissory note was executed for $33,850. The note bears interest at 18% compounded monthly and is due August 26, 2013. The new note amends and replaces in its entirety the note dated October 12, 2012. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $0.11. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $18,464. This amount has been recorded as a discount against the outstanding balance of the note. The discount was amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $18,464. In addition, the note included one warrant giving the holder the right to purchase 50,000 shares of common stock at a price of $0.20 per share for a period of three years. As required by ASC 470-20 the Company valued the warrant and recorded a debt discount to additional paid in capital in the amount of $3,690 based on the discount to market available at the time of issuance. The discount was to be amortized over the life of the loan to interest expense. As of August 31, 2013, $3,690 has been amortized to interest expense. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $1,000 fee the lender agreed to waive any default until December 15, 2013. On January 10, 2014, another agreement of temporary forbearance was executed in which for a $500 fee the lender agreed to waive any default until March 20, 2014. On February 4, 2014, $2,500 was repaid on the note and on February 20, 2014, $20,000 of the principal was converted into 2,857,143 shares of common stock at $.007 per share which resulted in a loss on conversion of debt of $18,571. On March 10, 2014 the remaining principal and interest totaling $21,923 was converted into 3,131,792 shares of common stock at $.0632 per share which resulted in a loss on conversion of debt of $176,006.

On December 3, 2012, the Company executed a convertible promissory note with Steven J. Caspi (“Caspi”) for $125,000. The note bears interest at 5% and was due on or before November 30, 2013. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period of five years. As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount has been fully amortized to interest expense. On March 10, 2014, the Company executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the conversion price was changed to $0.005 per share and the due date was extended to November 30, 2014. As a result to the new conversion price the Company recorded an additional debt discount of $48,539. The additional discount will be amortized over the remaining term of the note. On March 21, 2014, $25,000 of the note was converted into 5,000,000 shares of common stock. The note is shown net of a debt discount of $23,228 and the note has accrued interest of $9,411.

F-7

~~Table~~NOTE of3 ~~Contents~~– CONVERTIBLE NOTES PAYABLE

On ~~March~~December 203, ~~2013~~2012, the Company executed a convertible promissory note ~~for~~with ~~$32,500~~Steven ~~with~~J. ~~Asher~~Caspi ~~Enterprises,~~(“Caspi”) ~~Inc~~for $125,000. The note bears interest at 85% ~~per annum~~ and iswas due on or before ~~December 26~~November 30, 2013. ~~The~~Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at athe ~~49%~~option ~~discount~~of the holder at any time ~~during~~in ~~the~~whole ~~period~~or ~~beginning~~in ~~180~~part ~~days~~at ~~following~~a ~~the~~conversion ~~date~~rate of $1.25. On the ~~note.~~commitment date, management ~~The~~evaluated ~~Company~~the ~~recorded~~conversion afeature ~~debt~~with ~~discount~~respect into the ~~amount~~benefit of ~~$32,500~~the inholder ~~connection~~and ~~with~~determined the ~~initial~~value ~~valuation~~ of the ~~beneficial~~ conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. toThe bediscount is being amortized to ~~utilizing~~interest expense over the life of the debt using the effective interest method. ofThe ~~accretion~~note ~~over~~also issued one warrant giving the holder ~~term~~the right to purchase 15,625 shares of ~~the~~common ~~note~~stock at a price of $2.00 ~~Further,~~per ~~the~~share for a period of five years. As required by ASC 470-20 the Company ~~recognized~~recorded ana ~~initial~~debt ~~derivative~~discount ~~liability~~to additional paid in capital in the amount of $4916,~~939~~455 based on the ~~Black~~discount to ~~Scholes~~market ~~Merton~~available ~~pricing~~at ~~model~~the time of issuance. ~~During~~The discount has been fully amortized to interest expense. On March 10, 2014, the Company ~~nine~~executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the ~~months~~conversion ~~ended~~price ~~May~~was 31changed to $0.005 per share and the due date was extended to November 30, 2014,. As a result of the ~~total~~new ~~principal~~conversion price the Company recorded an additional debt discount of $3248,~~500~~539. ~~and~~The ~~accrued~~additional ~~interest~~discount will be amortized over the remaining term of the note. On March 21, 2014, $125,~~300~~000 of the note was converted into 65,~~143~~000,~~590~~000 shares of common stock. AsThe anote ~~result~~is ofcurrently past ~~the~~due, ~~conversion~~shown ~~$8,125~~net of ~~the~~a ~~remaining~~ debt discount ~~was~~of ~~expensed~~$0 and ~~the~~has ~~company~~accrued ~~recognized~~interest ~~a gain on derivative liability~~ of $3510,~~600~~422.

On ~~April~~June 415, 2013, the Company executed a ~~convertible~~ promissory note for $15,~~500~~000 with ~~Asher~~a ~~Enterprises, Inc~~shareholder. The note bears interest at 810% ~~per annum~~ and iswas due onwithin orninety ~~before~~days. ~~January~~On October 15, 2014, the original $15,000, accrued interest of $600 and an additional cash loan of $8,755 ~~2014~~was rolled into a new convertible promissory note for $24,355. The new note bears interest at 10% per annum and is convertible at a 49% discount ~~any~~of ~~time during~~ the ~~period~~VWAP ~~beginning~~occurring ~~180~~during the ten days ~~following~~preceding the ~~date~~conversion ~~of the note~~date. The Company recorded a debt discount in the amount of $1524,~~500~~355 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized ana ~~initial~~ derivative liability of $2135,~~610~~664 based on the Black Scholes Merton pricing model. ~~During~~using the ~~nine~~following ~~months~~attributes: ~~ended May~~.68% ~~31,~~risk ~~2014~~free rate, ~~the~~258% ~~total~~volatility ~~principal~~and ofa ~~$15,500~~three ~~and~~year ~~accrued~~term ~~interest~~to maturity. As of November 30, 2014, $~~620~~9,141 ~~was~~of ~~converted~~the ~~into~~debt ~~3,526,087~~discount ~~shares~~has ofbeen ~~common~~amortized ~~stock~~to interest expense. As aIn ~~result~~addition, ofthe Company fair valued the ~~conversion~~derivative at $636,~~045~~025 ofresulting ~~the~~in ~~remaining~~a ~~debt~~loss ~~discount~~on ~~was~~the ~~expensed~~change ~~and~~in fair value of the ~~Company~~derivative. ~~recognized~~The note is shown net of a ~~gain~~debt ondiscount ~~derivative~~of $15,214 ~~liability~~at November 30, 2014 as accrued interest of $172,~~286~~704.

On June 3, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before March 5, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Company recorded a debt discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $34,945 based on the Black Scholes Merton pricing model. On February 25, 2014, principal of $14,200 was converted into 3,086,957 shares of common stock. During the nine months ended May 31, 2014, the total principal of $32,500 and accrued interest of $1,300 was converted into 7,347,826 shares of common stock. As a result of the conversion $2,865 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $78,028.

On June 19, 2013, the Company executed a Convertible Promissory Note (the “note”) with JMJ Financial (“JMJ”). The nominal principal sum of the Note is $300,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of JMJ. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 40% discount to the lowest trade price in the twenty five trading days prior to conversion.

~~The~~On September 30, 2013, the Company received its ~~first~~third payment ~~from~~ on the original JMJ ~~towards~~Financial ~~the~~convertible ~~loan~~promissory note dated June 19, 2013 of $5527,~~000~~500, onincluding ~~June~~a 19$2,500 original ~~2013~~issue discount. The Company recorded a debt discount in the amount of $6027,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $7570,~~507~~390 based on the Black Scholes Merton pricing model using the following attributes: .1310% risk free rate, ~~134~~261% volatility and a one year term to maturity. ~~During~~On ~~the~~June ~~nine months ended May 31~~5, 2014, ~~principal of~~ $1120,~~351~~250 ~~and accrued interest~~ of ~~$7,944~~principal was converted into 4,~~200~~500,000 shares of common stock. AsIn aSeptember ~~result~~2014, of the remaining ~~conversion~~balance ~~$3,452~~on of the ~~debt~~note, ~~discount~~including ~~was~~all ~~accelerated and expensed. On March 19~~interest, ~~2014; the remaining principal~~ of $20,~~900~~772 was converted into 310,~~800~~883,~~000~~336 shares of common stock. AsDue ~~a result~~to of the conversion the remaining ~~$14,614 of~~ debt discount of $2,184 was expensed ~~to interest expense~~ and ~~the Company recognized~~ a gain on derivative ~~liability~~ of $~~241~~19,~~878~~877 recognized.

On ~~August~~February 527, ~~2013~~2014, the Company executed a convertible promissory note for $3273,~~500~~000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before ~~May~~December 73, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $73,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $118,582 based on the Black Scholes Merton pricing model. During ~~March~~the three months ended November 30, 2014, ~~the~~all principal and interest of $3273,~~500~~000 and $12,~~300~~920, ofrespectively ~~accrued interest~~ was converted into 642,830,~~508~~ 672 shares of common stock. AsDue ato ~~result of~~ the conversion the remaining ~~$23,400 of~~ debt discount of $70,080 was expensed ~~to interest expense~~ and ~~the Company recognized~~ a gain on derivative ~~liability~~ of $~~138~~91,~~269~~120 recognized.

The Company received its second payment from JMJ towards the loan of $25,000 on August 14, 2013. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $62,569 based on the Black Scholes Merton pricing model using the following attributes: .12% risk free rate, 144% volatility and a one year term to maturity. During the nine months ended May 31, 2014 the principal of $27,500 and $3,611 of accrued interest was converted into 7,000,000 shares of common stock. As a result of the conversion the remaining $6,932 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $126,070.

F-8

~~Table~~On March 5, 2014, the Company executed a Convertible Promissory Note (the “note”) with Black Mountain Equities, Inc. (“Black Mountain”). The nominal principal sum of ~~Contents~~the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its first payment towards the loan of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $110,515 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 193% volatility and a one year term to maturity. During the three months ended November 30, 2014, $23,800 of principal was converted into 26,240,311 shares of common stock. In addition, due to not fulfilling a conversion request within the required time frame the Company incurred a $16,000 penalty. As of November 30, 2014, $20,343 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $35,303 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $7,157 at November 30, 2014 and has accrued interest of $2,750.

On ~~September~~March 1619, ~~2013~~2014, the Company executed a convertible promissory note for $1053,000 with ~~Robert~~KBM ~~Hendrickson~~Worldwide, Inc. The note bears interest at 108% per annum and is due on or before ~~September~~December 1526, 2014. The ~~Note~~note is convertible ~~into common stock in whole or in part~~ at a ~~variable conversion price equal to a~~ 49% discount toany ~~the~~time ~~VWAP~~during ~~price for~~ the ~~ten~~period ~~trading~~beginning 180 days ~~prior~~following ~~to conversion. The Company recorded a debt discount in~~ the ~~amount~~date of ~~$10,000 in connection with~~ the ~~initial~~note. ~~valuation~~During of the ~~beneficial~~three ~~conversion~~months ~~feature~~ended ofNovember ~~the~~30, ~~note~~2014, toall beprincipal ~~amortized~~and ~~utilizing the effective~~ interest ~~method~~ of ~~accretion over the term of the note. Further~~53,000 ~~the~~and ~~Company recognized an initial derivative liability of~~ $182,~~300~~120, ~~based~~respectively onwas ~~the~~converted into ~~Black Scholes Merton pricing model. As of February 28~~58, ~~2014~~597,904 ~~$4,521~~shares of ~~the~~common ~~debt~~stock. ~~discount~~Due ~~has been amortized~~ to ~~interest~~the ~~expense.~~conversion ~~In addition,~~ the Company ~~fair~~recognized ~~valued the derivative at $25,266 resulting in~~ a loss on ~~the~~conversion ~~change in fair value~~ of ~~the derivative. The note is shown net of a~~ debt ~~discount~~ of $553,~~479 at February 28, 2014~~274. ~~On March 10, 2014, the original note of $10,000 plus a $1,000 OID was purchased by GCEF Opportunity Fund, LLC.~~

~~The~~On April 17, 2014, the Company received its ~~third~~fourth payment ~~from~~ on the original JMJ ~~towards~~Financial ~~the~~convertible ~~loan~~promissory note dated June 19, 2013 of $2544,000, onincluding ~~September~~a 30$4,000 original ~~2013~~issue discount. The Company recorded a debt discount in the amount of $2744,~~500~~000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70104,~~390~~127 based on the Black Scholes Merton pricing model using the following attributes: .1011% risk free rate, ~~261~~214% volatility and a one year term to maturity. During the three months ended November 30, 2014, $18,141 of principal was converted into 44,230,000 shares of common stock. As of ~~May~~November 3130, 2014; $1828,~~384~~888 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $3353,~~714~~630 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $915,~~116~~112 at ~~May~~November 3130, 2014 ~~and has accrued interest of $3,611~~.

On ~~January~~May 2220, 2014, ~~we obtained short term financing from Finiks Capital, LLC under a Promissory Note in~~ the ~~amount~~Company ofexecuted ~~$100,000 (the “Note”). The Note features~~a anconvertible ~~original~~promissory ~~issue~~note ~~discount~~for ~~of ten percent (10%) and has a face amount of~~ $~~100~~53,000. Wewith ~~will~~KBM ~~initially receive $20~~Worldwide,~~000~~ ~~from the Lender and will receive additional funds at the Lender’s sole discretion~~Inc. The ~~Note~~note ~~accrues~~bears no interest ~~if the principal sum due is repaid within ninety days. The Note incurs interest one time~~ at ~~a rate of ten percent (10~~8%) onper ~~the~~annum ~~principal sum due, with all principal~~ and ~~interest~~is due ~~in full~~ on ~~the~~or ~~maturity date of one hundred eighty days from the date of issue. At any time, the Note~~before ~~may~~February ~~be converted~~23, in2015. ~~whole~~The ornote inis ~~part~~convertible at ~~the option of the holder, at~~ a ~~price~~49% ~~per~~discount ~~share~~any oftime ~~fifty-one~~during ~~percent (51%) of~~ the ~~average of~~period ~~the~~beginning ~~three~~180 ~~lowest~~days ~~bid~~following ~~side prices in~~ the ~~ten~~date ~~trading days previous to~~ of the ~~conversion~~note. The Company recorded a debt discount in the amount of $2253,000 ~~(payment plus 10% original discount)~~ in connection with the initial valuation of the beneficial ~~conversion~~ conversion feature of the note to be amortized utilizing the ~~effective~~ interest method of accretion over the term of the note. Further, the Company recognized aan initial derivative liability of $34122,~~965~~302 and derivative expense of $69,302 based on the Black Scholes Merton pricing model ~~using the following attributes:~~ .~~13%~~ ~~risk free rate, 134% volatility and a six month term to maturity.~~ As of ~~May~~November 3130, 2014, $157,~~889~~729 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $4084,~~583~~667 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $645,~~111~~271 at ~~May~~November 3130, 2014. ~~Subsequent to May 31, 2014, the full amount of the note~~ and has accrued interest ~~was~~of ~~converted to common stock~~$2,485.

On ~~February~~May 431, ~~2014~~2013, wethe ~~obtained~~Company’s ~~short term~~former ~~financing~~CEO, ~~from~~Bruce ~~GCEF~~Knoblich ~~Opportunity~~and ~~Fund,~~the ~~LLC~~Company ~~under~~executed a ~~Promissory~~promissory ~~Note~~note infor ~~the~~$289,998, ~~amount~~$2,150 of ~~$33,000~~which has been repaid. The ~~Note~~note ~~features~~bears aninterest at ~~original~~5% ~~issue discount~~and ofwas ~~ten~~due ~~percent~~November ~~(10%)~~30, 2013. On July 22, 2014, the principal and weaccrued ~~will~~interest ~~therefore~~were ~~receive~~rolled ~~$30,000~~into ina ~~actual~~new ~~funding~~convertible promissory note for $304,973. The ~~Note~~new note bears interest at 8% per annum and is ~~due~~convertible ~~within~~at ~~forty-five~~a ~~days,~~49% discount of the average trading price ~~with~~during anthe ~~additional~~ten ~~fifteen~~days ~~day~~preceding ~~grace~~the ~~period~~conversion date. AsThe anCompany ~~additional~~recorded ~~loan~~a ~~fee~~debt discount in the amount of $274,973 wein ~~have~~connection with ~~agreed~~the toinitial ~~issue~~valuation of the ~~Lender~~beneficial ~~2,000,000~~conversion ~~shares~~feature of the note to be amortized utilizing the effective interest method ~~our~~of ~~common~~accretion ~~stock~~over the term of the note. ~~These~~Further, ~~shares~~the ~~were~~Company ~~valued~~recognized ata derivative liability of $~~0.0188~~395,341 based on the ~~closing~~Black ~~market~~Scholes Merton ~~price~~pricing onmodel using the ~~day~~following ofattributes: ~~issuance~~.11% ~~for~~risk ~~total~~free ~~non-cash~~rate, ~~expense~~230% volatility and a one year term to maturity. On July of22, 2014, $3730,~~600.~~000 Ifof the ~~Note~~note iswas ~~not~~converted ~~repaid~~into by6,000,000 ~~the~~shares ~~maturity~~of ~~date~~common stock. On September 24, it2014 ~~shall~~$19,250 beof the note was converted into 35,~~465~~000,000 shares of ~~our~~ common stock. On November 6, ~~representing conversion~~2014 ofan additional $20,000 was loaned to the ~~principal~~Company. In addition, during the ~~original~~three ~~issue~~months ~~discount~~ended November 30, ~~and~~2014, anMr. ~~interest~~Knoblich atmade the ~~rate~~following ofdebt ~~fifteen~~assignments: ~~percent~~$20,000 ~~(15%)~~to ~~into~~Blackbridge ~~common stock~~Capital, atLLC; a$50,000 ~~price~~to ofWHC Capital, LLC; and $~~0.01~~50,000 ~~per~~to ~~share~~Beaufort Capital Partners, LLC. OnAs ~~March~~of 31November 30, 2014, $15139,~~000~~249 ~~was~~of ~~repaid~~the ondebt discount ~~the~~has ~~note.~~been ~~Subsequent~~amortized to ~~May~~interest ~~31,~~expense. ~~2014~~In addition, the ~~remaining~~Company ~~principal and~~fair ~~interest~~valued the derivative at $188,690 resulting in a gain on the change in fair value of the derivative. The balance of the note ~~was~~is ~~converted~~$155,723 toand ~~common~~is ~~stock~~shown net of a debt discount of $105,590 and has accrued interest of $7,029.

On February 26, 2014, The Company received an additional $20,000 from Finiks Capital. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $47,295 based on the Black Scholes Merton pricing model using the following attributes: .08% risk free rate, 212% volatility and a six month term to maturity. As of May 31, 2014, $11,489 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $33,247 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $10,511 at May 31, 2014. Subsequent to May 31, 2014, the full amount of the note and accrued interest was converted to common stock.

On March 7, 2014, the Company executed a convertible promissory note for $73,000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 3, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of May 31, 2014 is $1,376.

F-9

~~Table~~On June 24, 2014, the Company received its fifth payment on the original JMJ Financial convertible promissory note dated June 19, 2013 of ~~Contents~~$44,000, including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $66,010 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. As of November 30, 2014, $22,060 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $86,144 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $21,940 at November 30, 2014.

On ~~March~~July 1911, 2014, the Company executed a convertible promissory note for $5331,~~000~~500 with ~~KBM~~LG ~~Worldwide~~Capital Funding, ~~Inc~~ LLC. The note bears interest at 8% per annum and is due on or before ~~December~~July 2611, ~~2014~~2015. The note is convertible at a 4945% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of ~~May~~November 3130, 2014 is $~~802~~987.

On ~~May~~August 2018, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before May ~~December 26~~20, ~~2014~~ 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of ~~May~~November 3130, 2014 is $~~360~~1,104.

~~The~~On ~~Company~~September ~~received its fourth payment from JMJ towards the loan of $40,000 on April~~ 17, 2014., ~~The~~the Company ~~recorded~~ executed a ~~debt~~convertible ~~discount~~promissory innote ~~the~~for ~~amount of~~ $4420,000 ~~(payment plus 10% original discount) in connection~~ with ~~the~~Blackbridge ~~initial~~Capital, ~~valuation~~LLC. ofThe ~~the beneficial conversion feature of the~~ note tobears ~~be amortized utilizing the effective~~ interest ~~method~~at of5% ~~accretion~~per ~~over~~annum ~~the~~and ~~term~~is ofdue ~~the~~on or ~~note.~~before ~~Further,~~March ~~the Company recognized a derivative liability of $104~~17,~~127~~ ~~based on the Black Scholes Merton pricing model using the following attributes:~~ 2015.~~11%~~ ~~risk~~The ~~free~~note ~~rate,~~is ~~214%~~convertible ~~volatility and~~at a ~~one~~50% ~~year~~discount ~~term~~any ~~to maturity~~time. AsOn ofSeptember ~~May 31~~18, 2014~~; $5~~,~~304~~ of the ~~debt~~note ~~discount~~was ~~has~~converted ~~been~~into 12,121,212 ~~amortized~~shares toof ~~interest~~common ~~expense~~stock. InDue ~~addition,~~ to the ~~Company~~conversion ~~fair valued~~ the ~~derivative~~Company atrecognized ~~$66,695 resulting in~~ a ~~gain~~loss on ~~the~~conversion ~~change in fair value~~ of ~~the derivative. The note is shown net of a~~ debt ~~discount~~ of $3817,~~696 at May 31, 2014~~576.

On ~~March~~September 524, 2014, the Company executed a ~~Convertible Promissory~~convertible ~~Note~~promissory ~~(the “~~note”) ~~with~~for ~~Black Mountain Equities, Inc. (“Black Mountain”). The nominal principal sum of the Note is~~ $~~250~~50,000, with anWHC ~~original~~Capital, ~~issue discount of ten percent (10%)~~LLC. The note ~~matures~~bears ~~one~~interest ~~year~~at ~~from~~12% ~~the~~per ~~effective date~~annum ofand ~~each payment, which~~ is ~~made~~due aton ~~the~~or ~~sole~~before September ~~discretion~~24, ~~of Black Mountain~~2015. The ~~Note~~note is convertible ~~into common stock in whole or in part~~ at a ~~variable conversion price equal to the lessor of $0.025 or a 60~~49% discount toat ~~the~~any ~~lowest trade price in the twenty five trading days prior to conversion~~time. The Company ~~received its first payment towards the loan of $25,000. The Company~~ recorded a debt discount in the amount of $2750,~~500~~000 ~~(payment plus 10% original discount)~~ in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the ~~effective~~ interest method of accretion over the term of the note. Further, the Company recognized aan initial derivative liability of $~~110~~244,~~515~~523 and derivative expense of $194,523 based on the Black Scholes Merton pricing model. ~~using~~On ~~the~~November ~~following attributes:~~26, ~~.13%~~2014, ~~risk free rate~~$5,148 ~~193%~~of ~~volatility~~the ~~and~~principal was aconverted ~~one~~into ~~year~~15,480,000 ~~term~~shares toof ~~maturity~~common stock. As of ~~May~~November 3130, 2014;, $69,~~555~~234 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $3688,~~409~~593 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $2040,~~945~~766 at ~~May~~November 3130, 2014 and has accrued interest of $1,061.

AOn ~~summary~~October 24, 2014, the Company executed a convertible promissory note for $50,000 with Beaufort Capital Partners, LLC. The note is non-interest bearing and is due on or before October 24, 2015. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $50,000 in connection with the ~~status~~initial valuation of the ~~Company’s~~beneficial conversion feature of the note to be amortized utilizing ~~debt~~the ~~discounts~~interest method of accretion over the term of the note. Further, the Company recognized an initial derivative ~~liabilities~~liability of $118,894 and ~~original~~derivative ~~issue~~expense ~~discounts~~of $68,894 ~~and~~based ~~changes~~on ~~during~~the Black Scholes Merton pricing model. During November 2014, $10,750 of the principal ~~periods~~was converted into 30,714,286 shares of common stock. As of November 30, 2014, $13,103 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $88,397 resulting in a gain on the change in fair value of the derivative. The note is ~~presented~~shown ~~below:~~net of a debt discount of $36,897.

Debt Discount	August 31, 2013		Additions		Amortization			May 31, 2014
Asher – 3/20/13	$	—	$	32,500		(32,500	)	$	—
Asher – 4/4/13		—		15,500		(15,500	)		—
Asher – 6/3/13		—		32,500		(32,500	)		—
Asher – 8/5/13		—		32,500		(32,500	)		—
Black Mountain – 3/5/14		—		27,500		(6,555	)		20,945
Caspi		19,480		48,539		(42,769	)		25,250
Finiks – 1/21/14		—		22,000		(15,888	)		6,112
Finiks – 2/26/14		—		22,000		(11,488	)		10,512
GCEF Opportunity		—		11,769		(11,769	)		—
Hendrickson – 9/16/13		—		10,000		(10,000	)		—
JMJ – 6/19/13		48,234		—		(48,234	)		—
JMJ – 8/14/13		26,144		—		(20,644	)		5,500
JMJ – 9/30/13		—		27,500		(18,384	)		9,116
JMJ – 4/17/14		—		44,000		(5,304	)		38,696
	$	93,858	$	326,308	$	(304,035	)	$	116,131

On October 30, 2014, the Company executed a convertible promissory note for $18,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before August 3, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of November 30, 2014 is $122.

F-10

~~Table~~Pursuant to the terms of ~~Contents~~the Resignation and Departure Package of Scott Plantinga, the former CEO, the Company executed a convertible promissory note on October 20, 2014 for $45,000 with Mr. Plantinga. The note bears interest at 10% per annum and is due in the following installments: $25,000 on November 10, 2014 and $20,000 due February 10, 2015. Failure to pay on the due date will result in a one-time $20,000 penalty. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $45,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $67,822 and derivative expense of $22,822 based on the Black Scholes Merton pricing model. The Company failed to make the required $25,000 payment on November 10th and therefore incurred the $20,000 penalty charge. As of November 30, 2014, $5,055 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $66,922 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $39,945 at November 30, 2014 and has accrued interest of $137.

Derivative Liabilities	August 31, 2013		Initial Valuation		Revaluation on 5/31/14		Change in fair value of Derivative
Asher – 3/20/13	$	—	$	49,939	$	—	$	(49,939	)
Asher – 4/4/13		—		21,610		—		(21,610	)
Asher – 6/3/13		—		34,945		—		(34,945	)
Asher – 8/5/13		—		155,554		—		(155,554	)
Black Mountain – 3/5/14		—		110,515		36,409		(74,106	)
Finiks – 1/21/14		—		34,965		40,583		5,618
Finiks – 2/26/14		—		47,295		33,247		(14,048	)
Hendrickson – 9/16/13		—		18,300		—		(18,300	)
JMJ – 6/19/13		102,245		—		—		(102,245	)
JMJ – 8/14/13		46,625		—		11,119		(35,506	)
JMJ – 9/30/13		—		70,390		33,714		(36,676	)
JMJ - 4/17/14		—		104,127		66,695		(37,432	)
	$	148,870	$	647,640	$	221,767	$	574,743

Pursuant to the terms of the Resignation and Departure Package of Scott Plantinga, the former CEO, the Company executed a convertible promissory note on October 20, 2014 for $133,000 with Mr. Plantinga. The note consists of all accrued salary and bonus and additional severance compensation, bears interest at 12% per annum and is due October 20, 2015. The note is convertible at a 50% discount at any time. The Company recorded a debt discount in the amount of $133,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $200,451 and derivative expense of $67,451 based on the Black Scholes Merton pricing model. As of November 30, 2014, $14,940 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $197,792 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $118,060 at November 30, 2014 and has accrued interest of $1,793.

Original Issue Discount	August 31, 2013		Additions		Amortization			May 31, 2014
Black Mountain – 3/5/14		$	$	2,500	$	(465	)	$	2,035
Finiks – 1/21/14		—		2,000		(1,444	)		556
Finiks – 2/26/14		—		2,000		(1,044	)		956
GCEF Opportunity		—		3,000		(3,000	)		—
JMJ – 6/19/13		4,385		—		(4,159	)		226
JMJ – 8/14/13		2,377		—		(1,890	)		487
JMJ – 9/30/13		—		2,500		(1,685	)		815
JMJ – 4/17/14		—		4,000		(493	)		3,507
	$	6,762	$	16,000	$	(14,180	)	$	8,582

A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below:

NOTE 5 – NOTES PAYABLE

Debt Discount	August 31, 2014		Additions		Amortization			November 30, 2014
Asher – 2/27/14		70,080		-		(70,080	)		-
Beaufort Capital		-		50,000		(13,103	)		36,897
Black Mountain – 3/5/14		14,013		-		(6,856	)		7,157
Caspi		10,094		-		(10,094	)		-
JMJ – 9/30/13		2,184		-		(2,184	)		-
JMJ – 4/17/14		27,606		-		(12,494	)		15,112
JMJ – 6/24/14		32,910		-		(10,970	)		21,940
KBM – 5/20/14		-		53,000		(7,729	)		45,271
Knoblich		244,839		-		(139,249	)		105,590
Neal		17,238		-		(2,024	)		15,214
Scott Plantinga		-		133,000		(14,940	)		118,060
Scott Plantinga		-		45,000		(5,055	)		39,945
WHC Capital		-		50,000		(9,234	)		40,766
	$	418,964	$	331,000	$	(304,012	)	$	445,952

On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. Subsequent to May 31, 2014, the loan was extended with no specific terms of repayment.

On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at 10% and was due within ninety days. As of May 31, 2014 this note is still outstanding, is now past due and has accrued interest of $1,434. On October 15, 2013 the shareholder loaned the Company an additional $8,755. Accrued interest on this loan as of May 31, 2014 is $544.

As of May 31, 2014, the Company owed various shareholders $13,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand.

F-11

Table of Contents

Derivative Liabilities	August 31, 2014		Initial Valuation		Revaluation on 11/30/14		Change in fair value of Derivative
Asher – 2/27/14		91,120		-		-		(91,120	)
Beaufort Capital		-		118,894		88,397		(30,497	)
Black Mountain – 3/5/14		33,509		-		35,303		1,794
JMJ – 9/30/13		19,877		-		-		(19,877	)
JMJ - 4/17/14		60,776		-		53,630		(7,146	)
JMJ – 6/24/14		63,221		-		86,144		22,923
KBM – 5/20/14		-		122,302		84,667		(37,635	)
Knoblich		269,185		-		188,690		(80,495	)
Neal		20,506		-		36,025		15,519
Scott Plantinga		-		67,822		66,922		(900	)
Scott Plantinga		-		200,451		197,792		(2,659	)
WHC Capital		-		244,523		88,593		(155,930	)
	$	558,194	$	753,992	$	926,163	$	(386,023	)

NOTE 6 – STOCK WARRANTS

Original Issue Discount	August 31, 2014		Additions		Amortization			November 30, 2014
Black Mountain – 3/5/14	$	1,405	$	-	$	(624	)	$	781
JMJ – 9/30/13		185		-		(185	)		-
JMJ – 4/17/14		2,499		-		(986	)		1,513
JMJ – 6/4/14		3,255		-		(986	)		2,269
	$	7,344	$		$	(2,781	)	$	4,563

NOTE 4 – NOTES PAYABLE

On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. This loan has been extended with no specific terms of repayment.

As of November 30, 2014, the Company owed various shareholders $10,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand.

NOTE 5 – STOCK WARRANTS

Pursuant to the terms and conditions of the convertible promissory note dated February 27, 2013, the Company issued a warrant to purchase 50,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $2,044 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.20, 1.30% risk free rate, 64% volatility and expected life of the warrants of 3 years.

Pursuant to the terms and conditions of the convertible promissory note dated November 30, 2012, the Company issued a warrant to purchase 15,625 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $16,455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years.

Pursuant to the terms and conditions of the convertible promissory note dated February 4, 2014, the Company issued a warrant to purchase 1,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $11,769 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and expected life of the warrants of 5 years.

A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below:

	Shares available to purchase with warrants		Weighted Average Price		Weighted Average Fair Value
Outstanding, August 31, 2013		65,625	$	0.06	$	0.03
Issued		1,000,000		—		0.018
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding, May 31, 2014		1,065,625	$	0.06	$	0.03
Exercisable, May 31, 2014		1,065,625	$	0.06	$	0.03

Range of Exercise Prices				Number Outstanding at 5/31/14				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
	$0.20 - $2.00				1,065,625				5.3 years			$	0.06

NOTE 7 –COMMON STOCK TRANSACTIONS

On May 8, 2013, the Company issued 99,996 shares of common stock to its former CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.093, for a total expense of $9,250.

On December 10, 2013, the company sold 1,333,333 shares of common stock to its CEO for total cash proceeds of $20,000.

During the nine months ended May 31, 2014, the Company issued a total of 5,988,935 shares of common stock to Argent Offset, LLC in conversion of total principal and interest of $41,923, (see Note 4). The conversions resulted in a total loss on conversion of debt of $194,577.

On February 7, 2014, the Company issued 6,500,000 shares of common stock to its CEO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250.

On March 18, 2014, the Company issued 2,298,000 shares of common stock to GCEF Opportunity Fund in conversion of total principal and interest of $11,490.

On March 21, 2014, the Company issued 5,000,000 shares of common stock to Steven Caspi in conversion of $25,000 of the $125,000 note held by him.

During the nine months ended May 31, 2014, the Company issued a total of 23,848,014 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $117,520 (see Note 4).

During the nine months ended May 31, 2014, the Company issued a total of 15,000,000 shares of common stock to JMJ Financial in conversion of total principal and interest of $89,645 (see Note 4).

During the nine months ended May 31, 2014, the Company issued a total of 8,120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance, for a total expense of $72,047.

F-12

~~Table~~Pursuant to the terms and conditions of ~~Contents~~the Warrant agreement dated February 27, 2014, the Company issued a warrant to purchase 2,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $44,169 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 2.11% risk free rate, 246% volatility and expected life of the warrants of 7 years.

~~NOTE~~A 8-summary ~~RELATED~~of ~~PARTY~~the ~~TRANSACTIONS~~status of the Company’s outstanding warrants and changes during the periods is presented below:

	Shares available to purchase with warrants		Weighted Average Price		Weighted Average Fair Value

Outstanding, August 31, 2014		3,065,625	$	0.03	$	0.03

Issued		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, November 30, 2014		3,065,625	$	0.03	$	0.03

Exercisable, November 30, 2014		3,065,625	$	0.03	$	0.03

On December 10, 2013, the Company sold 1,333,333 shares of common stock to its CEO for total cash proceeds of $20,000.

Range of Exercise Prices				Number Outstanding at 11/30/14				Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.10 - $2.00				3,065,625			5.7 years		$	0.03

OnNOTE ~~February 7, 2014, Company issued~~ 6~~,500,000 shares~~ of–COMMON ~~common~~STOCK ~~stock to its CEO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250.~~TRANSACTIONS

~~Notes~~On ~~Payable~~October 21, 2014, the Company’s Board of Directors approved a resolution to amend its Articles of Incorporation to increase the aggregate number of common shares that it may issue to three billion (3,000,000,000) shares.

On ~~May~~September 3118, ~~2013~~2014, the Company’s ~~former~~issued ~~CEO~~12,121,212 ~~Bruce~~shares ~~Knoblich~~of ~~and~~common ~~the~~stock ~~Company~~to ~~executed~~Blackbridge aCapital, ~~promissory~~LLC ~~note~~in ~~for~~conversion ~~$289,998, $2,150~~ of ~~which~~total ~~has~~principal ~~been~~and ~~repaid. The note bears~~ interest at ~~5% and was due November 30, 2013. As~~ of ~~May 31~~$20,000 ~~2014~~(see ~~the due date on the note was extended with no specific terms. Total accrued~~Note ~~interest on the note is $17,885~~3).

~~NOTE~~On 9September –24, ~~SIGNIFICANT~~2014, ~~EVENTS~~the Company issued 5,000,000 shares of common stock to the Company’s former CEO, Bruce Knoblich in conversion of $19,250 of the amount due to him.

On ~~February~~November 6, 2014, ~~our newly-formed subsidiary, Propel Management Group, Inc., entered into a Master Services Agreement (~~the ~~“Agreement”)~~Company ~~with Californians for Marijuana~~issued ~~Legalization and Control (CMLC). Under the Agreement~~15, ~~we will be responsible for overseeing a fundraising effort through telemarketing~~480, ~~e-mail~~000 ~~and~~shares ~~online to support passage in California~~ of ~~the~~common ~~proposed~~stock ~~Marijuana~~to ~~Control,~~WHC ~~Legalization~~Capital, ~~and~~LLC ~~Revenue~~in ~~Act~~conversion of ~~2014.~~principal ~~In addition, we shall coordinate the gathering~~ of ~~signatures for petitions to place the proposed Act on the ballot in California. We are to be compensated at a rate of~~ $~~2.75 per petition signature gathered before March 24~~5,418 ~~2014~~(see ~~and~~Note $3).75 per signature gathered thereafter. In addition, we shall be compensated at a rate of 80% of all contributions generated up to $100,000, 60% of the second $100,000 in contributions, and 43% of contributions generated thereafter.

InDuring ~~mid-April 2014 CMLC made a decision to postpone~~ the ~~pursuit~~three ofmonths ~~the~~ended ~~target of 800~~November 30,~~000~~ ~~signatures by April 24~~2014, ~~2014 to qualify~~ the ~~proposed~~Company ~~Act~~issued ~~for~~a ~~the~~total ~~California~~of ballot for this November. Instead they will focus on the higher volume and younger age turnout that is associated with the Presidential election terms like this next November 2016 elections. Furthermore42,830,672 ~~negotiations~~shares ~~are~~of ~~proceeding~~common asstock ~~planned~~ to ~~retain~~Asher ~~Propel~~Enterprises, ~~Management~~Inc. ~~Group for~~in ~~the~~conversion ~~California legalization 2016 initiative which would be a contract allowing PMG to expand the service~~ of ~~coordinating~~total ~~through~~principal ~~multiple Call Centers~~ and ~~raising~~interest ~~funds through November~~ of ~~2016~~$75,920 at(see ~~the~~Note ~~levels defined for the previous 2014 initiative~~3).

During the three months ended November 30, 2014, the Company issued a total of 55,113,336 shares of common stock to JMJ Financial in conversion of total principal and interest of $38,912 (see Note 3).

InDuring ~~June~~the ~~2014,~~three ~~Propel~~months ~~Management~~ended ~~Group was again~~November ~~retained~~30, on2014, athe ~~subsequent~~Company ~~contract~~issued bya ~~this~~total ~~same~~of ~~group for the education~~23,240,311 ~~rallying~~shares ~~voters~~of ~~and~~common ~~raising~~stock ~~funds~~to ~~for~~Black ~~Medical~~Mountain ~~Marijuana Dispensaries~~Equities, ~~initiative~~Inc. in ~~San~~conversion ~~Jose,~~of CAtotal principal ~~referred~~and tointerest asof ~~Control~~$23,800 &(see ~~Regulation~~Note ~~San Jose (CRSJ~~3).

OnDuring ~~March~~the ~~31,~~three ~~Propel~~months ~~Management~~ended ~~Group (PMG)~~November ~~engaged~~30, ~~in discussion with Aja Cannafacturing (AJA)~~2014, ~~to develop and launch one of~~ the ~~first~~Company ~~licensed~~issued ~~medical marijuana processors in the state of Nevada. Upon the successful licensing and launch of the facility it is under consideration that AJA would become~~ a ~~subsidiary~~total of ~~IDST as a term of the contract. If the signing of this agreement proceeds~~58,597,904 ~~PMG~~shares ~~would discontinue pursuing the acquisition~~ of ~~MiCannaLabs.com~~common ~~which~~stock ~~was~~to ~~publicly~~KBM ~~announced on March 11~~Worldwide, ~~2014~~Inc. ~~Due to legal technicalities~~, ~~principals~~in conversion of ~~any~~total principal ~~cannabis~~and ~~or hemp testing facility must not have any~~ interest inof ~~any growing and manufacturing facility according to Nevada state law~~$55,120. ~~(Update):~~As ~~Given~~a ~~the~~result ~~short window~~ of ~~time for application submission and~~ the ~~exorbitant~~conversion ~~cost~~ the ~~IDST~~Company ~~Board~~recognized ~~decided~~a toloss ~~not pursue~~on ~~licensing~~conversion inof ~~Clark~~debt ~~County~~of ~~at this time however~~$53,274 we(see ~~will continue to pursue such opportunities as they arise in other NV~~Note ~~Counties~~3).

NOTE 10 - GOING CONCERN

As of May 31, 2014, the Company has a working capital deficit of $1,033,944, limited revenue and an accumulated deficit of $2,416,176. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities.

F-13

~~Table~~During the three months ended November 30, 2014, the Company issued a total of ~~Contents~~30,714,286 shares of common stock to Beaufort Capital Partners in conversion of total principal and interest of $10,750 (see Note 3).

NOTE 117 -– ~~SUBSEQUENT~~PREFERRED ~~EVENTS~~STOCK

InOn ~~accordance~~October ~~with~~17, ~~ASC~~2014, ~~855-10~~our board of directors approved a Certificate of Designation for Class A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million (1,000,000) ~~the~~shares. ~~Company~~Class A Convertible Preferred Stock votes together with our common stock at a rate ~~has~~of ~~analyzed~~three ~~its~~thousand ~~operations~~(3,000) ~~subsequent~~votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to ~~May~~shares 31of our common stock, ~~2014~~at ~~through~~the option of the ~~date~~holder, ~~these~~at ~~financial~~a ~~statements~~rate ~~were~~of ~~issued~~one ~~and~~share ~~has~~of ~~determined that~~common itstock ~~does~~for ~~not~~each ~~have~~preferred share held. In any ~~material~~liquidation, ~~subsequent~~holders ~~events~~of toour ~~disclose~~Class inA ~~these~~Convertible ~~financial~~Preferred ~~statements~~Stock ~~other~~will ~~than~~participate pro-rata with the ~~events~~holders ~~described~~of our common ~~below~~stock. Shares of Class A Convertible Preferred Stock have no dividend rights.

~~Subsequent~~On October 17, 2014, our board of directors approved an Executive Employment Agreement (the “Agreement”) with Kendall Smith under which Mr. Smith was retained to ~~May~~serve as the new President. Under the Agreement, Mr. Smith will serve as the President and CEO for an initial term ending on August 31, ~~2014~~2015, with an automatic renewal for an additional year unless the ~~Company~~Agreement ~~issued~~is terminated by advance notice. As a signing 3bonus under the Agreement,~~930~~ Mr. Smith was issued 1,000,000 shares of ~~common~~our ~~stock~~newly-designated toClass ~~GCEF~~A ~~Opportunity~~Convertible ~~Fund~~Preferred inStock. ~~conversion~~As a result of ~~$19~~the issuance 1,~~650~~000,000 shares of ~~principal~~Class ~~and~~A ~~accrued~~Convertible ~~interest~~Preferred Stock to Kendall Smith, as discussed above, Mr. Smith is deemed to have acquired control of the company on October 17, 2014.

~~Subsequent~~NOTE to8 ~~May~~- ~~31,~~RELATED ~~2014,~~PARTY ~~the Company issued 4,500,000 shares of common stock to JMJ Financial in conversion of $20,250 of principal and accrued interest.~~TRANSACTIONS

~~Subsequent~~During tothe ~~May~~three 31months ended November 30, 2014, the Company issued 10 4,~~352~~000,~~942~~000 shares of common stock to ~~Finiks~~employees ~~Capital,~~for ~~LLC~~compensation. inThe ~~conversion~~shares ofwere ~~$48,400~~valued at the closing stock price on the date of ~~principal~~grant ~~and~~for ~~accrued~~total ~~interest~~non-cash expense of $23,000.

On ~~July~~November 106, 2014, ~~the~~our ~~company~~ Board of Directors ~~decided~~approved toa ~~purchase~~Severance ~~the~~and ~~name~~Release ~~and~~Agreement (the ~~URL~~“Agreement”) ~~for~~with ~~Aja~~our ~~Cannafacturing~~departing former CEO and board member, Scott Plantinga. ItThe ~~has~~Agreement ~~been~~resolves ~~decided~~all toclaims ~~change~~for ~~the~~compensation, ~~business~~benefits, ~~model~~or ~~and~~other ~~business name~~consideration due to ~~focus~~Mr. onPlantinga ~~the~~under ~~medicinal~~his Executive ~~marijuana~~Employment ~~technology~~Agreement ~~industry~~dated September 1, 2013.

NOTE 9 - GOING CONCERN

As of November 30, 2014, the Company has a working capital deficit of $1,564,543, limited revenue and an accumulated deficit of $3,655,381. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to November 30, 2014, Beaufort Capital Partners, LLC converted $17,680 of the amount due to them into 63,266,667 shares of common stock.

Subsequent to November 30, 2014, JMJ Financial converted $19,680 of the amount due to them into 82,600,000 shares of common stock.

Subsequent to November 30, 2014, Black Mountain Equities, Inc. converted $12,850 of the amount due to them into 50,428,571 shares of common stock.

Subsequent to November 30, 2014, the Company cancelled the 12,121,212 shares issued to Blackbridge Capital, LLC, on September 18, 2014 for conversion of debt. The $20,000 of debt still due was then converted into 74,500,000 shares of common stock.

F-14

~~Table~~Subsequent to November 30, 2014, WHC Capital, LLC converted $15,273 of ~~Contents~~the amount due to them into 61,905,500 shares of common stock.

Subsequent to November 30, 2014, KBM Worldwide, Inc. converted $45,030 of the amount due to them into 188,072,902 shares of common stock.

On December 11, 2014, the Company executed a convertible promissory note for $18,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before August 3, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note.

On December 11, 2014, the John Neal note in the amount $24,355 plus accrued interest of $2,730 was assigned to Beaufort Capital Partners, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with Beaufort Capital Partners, LLC.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to November 30, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

F-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

~~IDS~~Our ~~Industries~~business isfocuses ~~restructuring~~on the breeding, cultivation, and processing of raw industrial cannabis materials for industry specific applications such as building materials (Hempcrete), automotive (biofuels), plastics (healthcare) and textiles (fabrics). We are currently negotiating an exclusive production agreement with Luna Agro & Earth Science, LLC (“LAES”), a ~~family~~Company partly owned by our CEO. The agreement would provide us with exclusive rights to twenty (20) acres of ~~companies~~land ~~attending~~dedicated ~~niche~~to ~~market~~cultivating ~~opportunities~~our planned line of proprietary industrial cannabis genetics. Under the production agreement, we would pay LAES a production fee of five percent (5%) of our total wholesale price of all materials supplied.

CHARGE! Energy Storage Inc.

Our business focuses on the design and development of solar and power management technologies. We incorporate these technologies into the manufacturing and distribution of solar-based portable and mobile power stations and devices. We also plan to offer a line of ‘Stationary” Energy Storage systems that will be adapted for residential and commercial applications allowing customers to reduce their utility costs their dependency on the utility grid.

Going forward, we plan to market our products under the brand name Charge! Energy Storage Inc. Our image is a renewable driven product developer creating energy storage solutions for portable, mobile and stationary applications for every American household. Our industry changing technology will be our lead in to expanding into Stationary Energy Storage for residential, commercial and light industrial based on the development of a patent-pending integrated battery management and control system. We believe this development will allow Charge! Energy Storage customers the ability to optimize electric utility savings through the use of power storage systems based on Lithium-ion based chemistries.

We have continued to develop a sales and distribution network through selected manufacturers, contracted dealers, energy system integrators, and OEMs nationwide to support our planned sales growth vertically and horizontally as our new Lithium-ion chemistry based units emerge.

Products

~~Each~~Our ~~product~~line ~~model~~of ~~features~~products ~~our~~is ~~innovative storage~~scheduled ~~and~~to ~~charge~~be available ~~design,~~in ~~with~~ the ~~overall~~third ~~product~~quarter ~~line~~of ~~marketed~~our ascurrent ~~the~~fiscal ~~economical,~~year. ~~sturdy~~At ~~and~~that ~~reliable~~time ~~choice~~we ~~for~~will ~~portable~~offer ~~solar energy~~four asproducts. ~~part~~Our oflineup anincludes ~~emergency/disaster~~1) ~~preparedness~~Sterilized hemp ~~plan~~seed, or2) ~~for~~Hemp ~~those~~bark ~~seeking~~fiber, an3) ~~off-grid,~~Hemp ~~odorless~~hurds, ~~noiseless~~ and ~~non-flammable safer~~4) ~~source~~Raw ofhemp ~~power~~essential oil.

Production on the lead acid based Solar Survivor has been discontinued and replaced with a private label program on the re-tool to switch from the old technology of lead acid to our newly developed lithium-ion product suite This portable product suite includes the long-lasting Lithium-ion chemistry in a 2.5kWh and a 1.25kWh both of which became available to the Market at the end of May 2014.

Beyond the change to the industry leading technology of Lithium-ion battery system, our new generation of products have all been ergonomically redesigned to feature a customized metallic or Pelican case with two inline wheels and telescoping handle that provide users extra easy mobility and our 75kWh utilizes our own in-house developed, patent-pending Battery Management System (BMS) technology.

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Suppliers and Manufacturers

In May 2014 IDS Charge! Energy Storage, Inc. (Charge!) has entered into a contract manufacturing and marketing agreement with Ultralife Corporation (NASDAQ:ULBI) for the Charge! Energy branded line of portable and stationary power systems. Charge! Energy Storage Inc has a suite of 5 different products through this business partnership.

Plans to enter into an agreement utilizing the efforts of a call center to begin to promote the Charge! Energy Storage solar generator product suite were delayed until July. The call center will be mandated to create specific portable product sales opportunities in niche portable product markets

Our patent pending Battery Management System technology, known as project Eclipse, is presently focused on the 12V system for the portable product suite and presently in a beta test stage with an electronics specialist (independent contractor).

This technology would first launch in our in house design and build as a price point sensitive .75kWh unit and has nearly completed its re-design. It was slated for production in June 2014 but has been postponed until the fall of 2014 so to allow focus on the sales development of the two larger units in our product suite.

Expansion and Development Plan

Our ~~portable~~strategy includes providing consulting opportunities, allowing new mergers and ~~stationary~~potential ~~energy~~growth ~~producing~~opportunities by educating commercial enterprises how thousands of additives currently used across all industries can be substituted with a natural and ~~storage~~more ~~products~~cost effective material. Our pending agreement with LAES will beallow ~~marketed~~for ~~through~~us to expand our ~~developed~~agricultural ~~distributor~~foot ~~channels~~print ~~nationwide~~from 20 acres to 50 acres by the fourth quarter of our current fiscal year, more than doubling our production/supply capacity. ~~Our~~We ~~strategy~~feel ~~includes~~that ~~initially~~having ~~building~~such a large dedicated footprint will place anus ~~independent~~in ~~dealer~~a ~~base~~position ~~throughout~~to become the ~~U.S.~~leader ~~for~~and ~~which~~main wesupplier ~~already~~of ~~have~~all ~~over~~domestic ~~thirty-five~~raw ~~dealers~~industrial ~~signed~~cannabis upmaterial.

InResults ~~April 2014 we signed a one year consulting agreements with a team~~ of reputable sales & marketing experts who are defining market opportunity for quickly maturing eastern seaboard, most notably New Jersey and New York. This developmental market work will be in both the Portable and Stationary energy storage markets.Operations

~~This~~Results ~~will~~of beOperations ~~augmented~~for ~~with~~ the ~~recent partnership~~Three ofMonths aended ~~call~~November ~~center~~30, ~~focused~~2014 oncompared ~~targeted niche markets that we believe will be readily receptive~~ to ~~our product line, including~~ the ~~off-road~~ ~~vehicle~~Three ~~community~~Months ~~and~~Ended ~~hiking,~~November RV30, ~~camping, boating and other recreational activities where a clean, quiet and portable electrical energy supply is needed in a remote or off-grid location~~2013. Other potential marketplaces include first responders and others that provide disaster relief or emergency services and the cannabis and hemp industries. Many consumers and businesses cannot utilize fossil-fuel based solutions. With our product line, they will have a choice for safe and “green” electricity from solar power generation and our energy storage products.

In addition to our portable solar power business, we have launched a consulting for Program Management and performance improvement in manufacturing, services, logistics and quality systems. On February 6, 2014, our newly-formed subsidiary, Propel Management Group, Inc., entered into a Master Services Agreement (the “Agreement”) with Californians for Marijuana Legalization and Control (CMLC). Under the Agreement, we will be responsible for overseeing a fundraising effort through telemarketing, e-mail and online to support passage in California of the proposed Marijuana Control, Legalization, and Revenue Act of 2014. In addition, we shall coordinate the gathering of 800,000 signatures on petitions to place the proposed Act on the November ballot in California. We are to be compensated at a rate of $2.75 per petition signature gathered before March 24, 2014 and $3.75 per signature gathered thereafter. In addition, we shall be compensated at a rate of 80% of all contributions generated up to $100,000, 60% of the second $100,000 in contributions, and 43% of contributions generated thereafter.

In mid-April 2014 CMLC made a decision to postpone the pursuit of the target of 800,000 signatures by April 24, 2014 to qualify the proposed Act for the California ballot for November 2014. Instead they will focus on the higher volume and younger age turnout that is associated with the Presidential election terms like this next November 2016 elections. Furthermore, negotiations are proceeding as planned to retain Propel Management Group for the California legalization 2016 initiative which would be a contract allowing PMG to expand the service of coordinating through multiple Call Centers and raising funds through November of 2016 at the levels defined for the previous 2014 initiative.

In June 2014, Propel Management Group was again retained on a subsequent contract by this same group for the education, rallying voters and raising funds for Medical Marijuana Dispensaries initiative in San Jose, CA referred to as Control & Regulation San Jose (CRSJ).

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On March 31, Propel Management Group (PMG) with Aja Cannafacturing (AJA), to develop and launch one of the first licensed medical marijuana processors in the state of Nevada. Upon the successful licensing and launch of the facility it is under consideration that AJA would become a subsidiary of IDST as a term of the contract. If the signing of this agreement proceeds, PMG would discontinued in pursuing the acquisition of MiCannaLabs.com which was publicly announced on March 11, 2014. Due to legal technicalities, principals of any cannabis or hemp testing facility must not have any interest in any growing and manufacturing facility according to Nevada state law. (Update): Given the short window of time for application submission and the exorbitant cost the IDST Board decided to not pursue licensing in Clark County at this time however, we will continue to pursue such opportunities as they arise in other NV Counties. Furthermore it is still the intention of IDS Industries to advance further in to the Medicinal Indoor Growers Market through acquiring & distributing advanced technology and equipment to the industry.

Results of Operations for the Three Months ended May 31, 2014 compared to the Three Months Ended May 31, 2013.

Revenue

During the three months ended May 31, 2014, revenue was $12,839 compared to $17,899 for the three months ended May 31, 2013. There were no sales for the parent company IDS Industries in the current quarter because we discontinued production of lead acid products. As a renewable focused-company it became apparent that lead acid technology did not align with our company mission. More compelling was that lead acid performance was inferior and not robust enough to support our requirements for portable generators. This also allowed us to focus all resources on expediting the transformation to Lithium-ion technologies. The $12,839 of revenue was generated by our new subsidiary Propel Management Group, Inc.

Operating Expenses

Professional fees for the three months ~~ended~~ ~~May~~ended 31November 30, 2014 were $1435,~~804~~615, as compared to $1725,~~054~~494 for the three months ended ~~May~~November 3130, 2013, aan ~~decrease~~increase of $210,~~250~~ 121 or 1340%. Professional fees mainly consist of legal, auditor and other fees associated with the Company’s quarterly filings and year end audit. The ~~decrease~~increase in the current period is attributed to aan ~~decrease~~increase in ~~legal~~audit fees that were incurred.

Stock based compensation was $50163,~~730~~755 for ~~the~~ the three months ended ~~May~~November 3130, 2014, as compared to $0 for the three months ended ~~May~~November 3130, 2013. This non-cash compensation ~~expense~~ ~~consisted~~expense consists of stock issued to employees and to third parties for various consulting and marketing services.

Salaries and wage expense for the three ~~months~~ months ended ~~May~~November 3130, 2014 ~~increased~~decreased $2277,~~310~~314 or 2890% to $558,~~021~~419, as compared to $7785,~~331~~733 for the prior comparable period. The large decrease is the result of a reduction of staff resulting in fewer employees in the current period.

Marketing and advertising expense for the ~~three~~ three months ended ~~May~~November 3130, 2014 was $39,~~441~~150, as compared to $023,850 for the three months ended ~~May~~November 3130, 2013. The ~~increase~~decrease of $14,700 is in conjunction with ~~marketing~~change ~~our~~to ~~new~~the ~~products~~Company business model.

~~General and administrative expense for the three months ended May 31, 2014 decreased $44,163 to $78,934 as compared to $194,506 for the prior comparable period.~~16

~~Overall~~General ~~there~~and ~~was~~administrative anexpense for the three months ended November 30, 2014 increased $8570,~~961~~470 ~~decrease~~to in$175,488 ~~operating expenses~~as compared to $105,018 for the prior comparable ~~periods~~period. Although, ~~ended~~a ~~May~~majority 31G&A expense actually decreased, this decrease was offset with the recognition of $153,000 of severance expense.

~~Other~~Overall ~~income~~there ~~and~~was ~~expense~~a $152,332 increase in operating expenses for the comparable period ended November 30.

~~During~~Other ~~the~~Income ~~three months ended May 31, 2014 we incurred $123,289 of expense for amortization of debt discount~~ and had a gain on the change in fair value of our derivative liability of $924,095, neither of which we had in the prior year. These new gains and losses are a result of the derivative accounting required for the issuance of convertible debt. We also had an increase in interest expense of $12,602 to $22,449 from $9,847 in the prior period and had an increase in interest income of $757.Expense

During the three months ended November 30, 2014 we incurred $304,012 of expense for amortization of debt discount and had a gain on the change in fair value of our derivative liability of $386,023. These gains and losses are a result of the derivative accounting required for the issuance of convertible debt. We also incurred $422,992 of derivative expense compared to $0 in the prior period, a $70,849 loss on conversion expense and $36,000 of penalty expense, none of which were incurred in the prior period. Overall, other income and loss went from other income for the three months ended November 30, 2013 of $36,478 to a loss of $463,557 for the three months ended November 30, 2014.

Net Loss

Overall we recorded a net ~~gain~~loss of $~~258~~855,~~510~~984 for the three months ended ~~May~~November 3130, 2014, as compared to a net loss of $~~307~~203,~~561~~617 for the three months ended ~~May~~November 3130, 2013, an increase of $~~566~~652,~~071~~367. ~~The~~Much ~~gain~~of ~~for~~ the ~~three~~loss ~~months~~ is ~~solely~~ attributed to ~~the~~non-cash ~~gain~~expense infrom amortization of debt discount, derivative ~~liability~~expense.

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Results of Operations for the Nine Months ended May 31, 2014 compared to the Nine Months Ended May 31, 2013.

Revenue

IDS Industries was a pre-revenue status for Q1 2014 as it migrated away from the lead acid technology and developed Lithium-ion chemistry products. During this emergence and development phase Propel Management Group Inc., was launched to raise revenues via providing services with existing core competencies within its existing staff. During the nine months ended May 31, 2014, revenue was $16,213 compared to $34,729 for the nine months ended May 31, 2013. There were no sales for the parent company IDS Industries in the current period because we discontinued production of lead acid products. As a renewable focused-company it became apparent that lead acid technology did not align with our company mission. More compelling was that lead acid performance was inferior and not robust enough to support our requirements for portable generators. This also allowed us to focus all resources on expediting the transformation to Lithium-ion technologies. The $16,213 of revenue was generated by our new subsidiary Propel Management Group, Inc.

Operating Expenses

Professional fees for the nine months ended May 31, 2014 were $60,387, as compared to $96,103 for the nine months ended May 31, 2013, a decrease of $35,716 or 37%. Professional fees mainly consist of legal, auditor and other fees associated with the Company’s quarterly filings and year end audit. The decrease in the current period is attributed to a decrease in legal fees that were incurred.

Stock based compensation was $174,790 for the nine months ended May 31, 2014, as compared to $0 for the nine months ended May 31, 2013. This non-cash compensation expense consisted of stock issued for various consulting and marketing services as well as stock valued at $81,250 for shares issued to the CEO.

Salaries and wage expense for the nine months ended May 31, 2014 increased $65,373 or 35% to $250,308, as compared to $184,935 for the prior comparable period. The trend is now tracking at lower than previous YTD trends with recent re-structuring in Operations, Engineering and Finance.

Marketing and advertising expense for the nine months ended May 31, 2014 was $41,176, as compared to $0 for the nine months ended May 31, 2013. The increase is in conjunction with marketing our new products.

General and administrative expense for the nine months ended May 31, 2014 decreased $568,250 to $123,097, as compared to $691,347 for the prior comparable period. In the prior period we had accounted for stock based compensation in G&A expense. We have since changed our policy and now account for stock based compensation in its own separate account.

Overall there was a $322,627 decrease in operating expenses for the comparable period ended May 31, 2013 as a result of restructuring by the Company.

Other income and expense

During the nine months ended May 31, 2014 we incurred $304,035 of expense for amortization of debt discount and had a gain on the change in fair value of our derivative liability of $574,743, neither of which we had in the prior year. These new gains and losses are a result of the derivative accounting required for the issuance of convertible debt. We also had an increase in interest expense of $42,836 to $58,551 from $15,715 in the prior period and had an increase interest income of $4,317.

Net Loss

Overall we recorded a net loss of $1,004,563 for the nine months ended May 31, 2014, as compared to a net loss of $1,017,472 for the nine months ended May 31, 2013.

As we go forward with the development of our portable solar generator business during the current fiscal year, we expect that our operating expenses will continue to increase and that we will also begin to generate increasing revenues from the sale of our products.

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Liquidity and Capital Resources

As of May 31, 2014, we had an accumulated deficit of $2,416,176 and a working capital deficit of $1,033,944. For the nine months ended May 31, 2014, net cash used in operating activities was $363,380 and we received $350,450 from financing activities.

We have received short term loan financing to fund operations under various promissory notes. Our promissory note obligations currently issued and outstanding are as follows:

We owe the principal sum of $100,000 to ~~Steven~~ Steven J. Caspi under the terms of a Forbearance Agreement issued March 10, 2014 which modified the terms of the original Convertible Promissory Note and Security Agreement (the “Note”) issued November 19, 2012. The Forbearance Agreement bears interest at an annual rate of five percent (5%), with all principal and interest being due on or before November 30, 2014. The Note is convertible to shares of our common stock, in whole or in part at the option of Mr. Caspi, at a conversion price of $0.005 per share. ~~As of~~This ~~May 31, 2014, this~~ note is ~~still~~currently ~~outstanding~~past due and has accrued interest of $910,~~411~~422.

On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which ~~has~~was been repaid. On July 22, 2014, the principal and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 58% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. On July 22, 2014, $30,000 of the note was ~~due~~converted into 6,000,000 shares of common stock. On September 24, 2014 $19,250 of the note was converted into 5,000,000 shares of common stock. On November 6, 2014 an additional $20,000 was loaned to the Company. In addition, during the three months ended November 30, ~~2013~~2014, Mr. Knoblich made the following debt assignments: $20,000 to Blackbridge Capital, LLC; $50,000 to WHC Capital, LLC; and $50,000 to Beaufort Capital Partners, LLC. As of November 30, ~~2013~~2014, $139,249 of the ~~due~~debt ~~date~~discount onhas been amortized to interest expense. In addition, the ~~note~~Company ~~was~~fair ~~extended~~valued ~~with~~the noderivative ~~specific~~at ~~terms.~~$188,690 ~~Total~~resulting ~~accrued~~in ~~interest~~a gain on the change in fair value of the derivative. The current principal due on this note is $17155,~~885~~723. Accrued interest as of November 30, 2014 was $7,029.

On June 19, 2013, we entered into a ~~Promissory~~$300,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The ~~nominal~~face ~~principal~~amount ~~sum~~ of the Note isincludes ~~$300,000 with~~ an ~~original~~ original issue discount of ~~ten percent (10%)~~$30,000. ~~Upon~~Funds ~~closing,~~are ~~JMJ~~ loaned to the Company ~~the~~under ~~sum~~a series of ~~$55,000~~advances made under the Note,. ~~with~~Loans ~~any~~made under the ~~additional~~Note ~~advances~~mature upin toone year from the ~~total~~date ~~principal~~of ~~sum~~the toadvance beand, ~~made~~if inrepaid ~~the~~within ~~future~~ninety ~~and~~(90) atdays from the ~~sole~~date ~~discretion~~ of ~~JMJ.~~issue, ~~All~~the ~~unpaid~~loans ~~principal~~will ~~and~~not bear interest. ~~due~~Upon ~~under~~ninety days after the ~~Note~~date ~~must~~of beissue, ~~paid~~a ~~within~~onetime ~~one~~interest charge of twelve percent (112%) ~~year~~ of the ~~effective~~principal amount ~~date~~will ofbe ~~each~~applied. ~~advance~~JMJ ~~made~~may byconvert ~~JMJ~~all or part of the balance under the Note~~. As~~, ofat ~~May~~its 31discretion, ~~2014,~~into shares of our common stock. The conversion price is sixty percent (60%) of the ~~total~~lowest ~~principal~~trading ~~and~~price ~~interest~~for ~~due~~our ~~under~~common ~~this~~stock ~~note~~in isthe ~~$85,022~~twenty-five trading days immediately preceding the conversion date.

WeOur ~~have~~outstanding ~~received~~loans ~~financing under a series of Convertible Promissory Notes (the “Notes”) issued to Asher Enterprises, Inc. (“Asher”). The Notes bear interest at an annual rate of 8%,~~ with ~~principal~~JMJ and interest coming due approximately nine months from the respective dates of issue. The Notes may be converted in whole or in part, at the option of the holder, to shares of our common stock, par value $0.001, at any time following 180 days after the issuance dates of the Notes. The conversion price under the Note isare ~~51% of the Market Price of our common stock on the conversion dates. For purposes of the Notes, “Market Price” is defined~~ as the average of the 3 lowest closing prices for our common stock on the 30 trading days immediately preceding the conversion dates. As of May 31, 2014, the total principal and interest due under these notes is $73,000 and $1,376, respectively.follows:

On January 22, 2014, we obtained short term financing from Finiks Capital, LLC under a Promissory Note in the amount of $100,000 (the “Note”). The Note features an original issue discount of ten percent (10%) and has a face amount of $100,000. We will initially receive $20,000 from the Lender and will receive additional funds at the Lender’s sole discretion. The Note accrues no interest if the principal sum due is repaid within ninety days. The Note incurs interest one time at a rate of ten percent (10%) on the principal sum due, with all principal and interest due in full on the maturity date of one hundred eighty days from the date of issue. At any time, the Note may be converted, in whole or in part at the option of the holder, at a price per share of fifty-one percent (51%) of the average of the three lowest bid side prices in the ten trading days previous to the conversion. As of May 31, 2014, the total principal and interest due under this note is $48,400.

Date	Due Date	Principal and Interest Amount
April 17, 2014	April 17, 2015	$	11,957
June 24, 2014	June 24, 2015	$	49,777
	Total	$	61,734

We have received financing under a series of Convertible Promissory Notes (the “Notes”) issued to KBM Worldwide, Inc. (“KBM”). The Notes bear interest at an annual rate of 8%, with principal and interest coming due approximately nine months from the respective dates of issue. The Notes may be converted in whole or in part, at the option of the holder, to shares of our common stock, par value $0.001, at any time following 180 days after the issuance dates of the Notes. The conversion price under the Note is 51% of the Market Price of our common stock on the conversion dates. For purposes of the Notes, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 30 trading days immediately preceding the conversion dates. As of May 31, 2014, the total principal and interest due under these notes is $106,000 and $1,162, respectively.17

On March 5, 2014, the Company executed a Convertible Promissory Note (the “note”) with Black Mountain Equities, Inc. (“Black Mountain”). The nominal ~~principal~~ principal sum of the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the ~~effective~~ effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its first payment towards the loan of $25,000. AsDue ofto ~~May~~not fulfilling ~~31,~~a ~~2014,~~ conversion request within the ~~total~~required ~~principal~~time ~~and~~frame ~~interest~~the ~~due~~Company ~~under~~incurred ~~these~~a ~~notes~~$16,000 penalty. The current principal due on this note is $276,~~500~~850. ~~and~~Accrued interest as of November 30, 2014 was $2,750~~, respectively~~.

We ~~will~~have ~~require~~also ~~significant~~received ~~additional~~short term financing infrom ~~order~~KBM toWorldwide, ~~move~~Inc. ~~forward~~(“KBM”) ~~effectively~~under ~~with~~a ~~the~~series ~~development~~ of ~~our~~Securities ~~new~~Purchase ~~portable~~Agreements ~~solar~~(the ~~power~~“SPAs”) ~~generator business~~ and ~~our~~a ~~battery management~~Convertible ~~and~~Promissory ~~charge~~Notes ~~controller~~(the ~~products line~~“Notes”). WeThe ~~intend~~Notes tobear ~~fund~~interest ~~the~~at ~~development~~an ofannual ~~our~~rate ~~new~~of ~~business~~8%, ~~through~~with ~~debt~~principal and~~/or~~ ~~equity~~interest ~~financing~~coming ~~arrangements~~due approximately nine (9) months from issue. WeThe doNote ~~not~~may ~~have~~be ~~any~~converted ~~formal~~in ~~commitments~~whole or ~~arrangements~~in ~~for~~part, at the ~~sales~~option of ~~stock~~the orholder, ~~the~~to ~~advancement~~shares of orour ~~loan~~common ofstock, ~~funds~~ par value $0.001, at ~~this~~any time. ~~There~~following ~~can~~180 bedays noafter ~~assurance~~the ~~that~~issuance ~~such~~dates ~~additional~~of ~~financing~~the ~~will~~Notes. beThe ~~available~~conversion toprice under usthe onNotes ~~acceptable~~is ~~terms,~~a in49% ~~amounts sufficient~~discount to ~~fund~~the average of the 3 lowest closing prices for our ~~planned~~common ~~acquisitions~~stock ~~and~~on ~~other~~the ~~activities,~~30 ortrading atdays ~~all~~immediately preceding the conversion dates.

8Our outstanding loans with KBM are as follows:

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Date	Due Date	Principal Amount
May 20, 2014	February 20, 2015	$	1,270
August 18, 2014	May 20, 2015	$	53,000
October 30, 2014	August 3, 2015	$	18,000
December 11, 2014	September 15, 2015	$	17,500
	Total	$	89,770

On July 11, 2014, the Company executed a convertible promissory note for $31,500 with LG Capital Funding, LLC. The note bears interest at 8% per annum and is due on or before July 11, 2015. The note is convertible at a 45% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of November 30, 2014 was $987.

On September 24, 2014, the Company executed a convertible promissory note for $50,000 with WHC Capital, LLC. The note bears interest at 12% per annum and is due on or before September 24, 2015. The note is convertible at a 49% discount at any time. The current principal due on this note is $29,579. Accrued interest as of November 30, 2014 was $1,061.

Pursuant to the terms of the Resignation and Departure Package of Scott Plantinga, the former CEO, the Company executed a convertible promissory note on October 20, 2014 for $45,000 with Mr. Plantinga. The note bears interest at 10% per annum and is due in the following installments: $25,000 on November 10, 2014 and $20,000 due February 10, 2015. Failure to pay on the due date will result in a one-time $20,000 penalty. The note is convertible at a 50% discount at any time. The Company failed to make the required $25,000 payment on November 10^th and therefore incurred the $20,000 penalty charge. The current principal due on this note is $65,000. Accrued interest as of November 30, 2014 was $137.

On October 24, 2014, the Company executed a convertible promissory note for $50,000 with Beaufort Capital Partners, LLC. The note is non-interest bearing and is due on or before October 24, 2015. The note is convertible at a 50% discount at any time. The current principal due on this note is 21,750.

We will require significant additional financing in order to move forward effectively with the development of our current business plan. We intend to fund the development of our new business through debt and/or equity financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, in amounts sufficient to fund our planned acquisitions and other activities, or at all.

Going Concern

As ~~discussed~~of inNovember ~~the~~30, ~~notes to our financial statements~~2014, we ~~have~~had ~~minimal~~an ~~revenue~~accumulated deficit of $3,655,381 and ana ~~accumulated~~working capital deficit of $21,~~416~~564,~~176~~543. For the three months ended November 30, 2014, net cash used in operating activities was $73,125 and we received $35,000 from financing activities. This has raised substantial doubt ~~for~~about our ~~auditors about our~~ ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our activities to date have been supported by equity and debt financing. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

Off Balance Sheet Arrangements

As of ~~May~~November 3130, 2014, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~May~~November 3130, 2014, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the period ended ~~May~~November 3130, 2014.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~On September 18, 2014, the Company issued 12,121,212 shares of common stock to Blackbridge Capital, LLC in conversion of total principal and interest of $20,000.

On September 24, 2014, the Company issued 5,000,000 shares of common stock to the Company’s former CEO, Bruce Knoblich in conversion of $19,250 of the amount due to him.

On November 6, 2014, the Company issued 15,480,000 shares of common stock to WHC Capital, LLC in conversion of principal of $5,418.

During the three months ended November 30, 2014, the Company issued a total of 42,830,672 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $75,920.

During the three months ended November 30, 2014, the Company issued a total of 55,113,336 shares of common stock to JMJ Financial in conversion of total principal and interest of $38,912.

During the three months ended November 30, 2014, the Company issued a total of 23,240,311 shares of common stock to Black Mountain Equities, Inc. in conversion of total principal and interest of $23,800.

During the three months ended November 30, 2014, the Company issued a total of 58,597,904 shares of common stock to KBM Worldwide, Inc., in conversion of total principal and interest of $55,120. As a result of the conversion the Company recognized a loss on conversion of debt of $53,274.

During the three months ended November 30, 2014, the Company issued a total of 30,714,286 shares of common stock to Beaufort Capital Partners in conversion of total principal and interest of $10,750.

The above shares were issued in reliance upon exemptions from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Effective December 1, 2013, Pamela McKeown resigned as our Chief Financial Officer. Going forward, our current President and CEO, Scott Plantinga, will also serve as our Chief Financial Officer. Ms. McKeown will continue to serve the company as Controller.None

Item 6. Exhibits

Exhibit Number	Description
10.1	Promissory Note KBM Worldwide $53,000 3/19/14/14
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.2	SPA KBM Worldwide $53,000 5/20/14
32.1+	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.3	Black Mountain Equities Note 3/5/14
10.4	CRSJ contract with Propel
10.5	Ultralife contract with Charge!
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Annual Report on Form 10-K for the quarter ended May 31, 2014 formatted in Extensible Business Reporting Language (XBRL)

*Filed herewith

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Schema

101.CAL		XBRL Taxonomy Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Taxonomy Label Linkbase

101.PRE		XBRL Taxonomy Presentation Linkbase

10+In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IDS Industries, Inc.
	Aja Cannafacturing, Inc.
Date:	~~July~~January 2120, ~~2014~~2015
By:	/s/ Scott Plantinga Scott Plantinga
	/s/ Kendall Smith
Title:	Chief Executive Officer and Chief Financial Officer
By:	Kendall Smith
Title:	Chief Executive Officer, Chief Financial Officer, President and Director

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Filing Compare · Aja Cannafacturing, Inc.