10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended August 31, 2012
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ______________ to _____________

Commission File Number: 000-52439

BILL THE BUTCHER, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-5449905
(State of or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
24 Roy Street # 16 Seattle, Washington 98109
(Address of principal executive offices)
(206) 453-4418
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate 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. Yes x No ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

At February 29, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $2,300,778, based on the last sale price of the registrant’s common stock. For the purposes of the foregoing calculation only, all of the registrant’s directors, executive officers and holders of ten percent or greater of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.

As of December 12, 2012, there were 41,870,404 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE - AMENDMENT

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the period ended August 31, 2012 of Bill the Butcher, Inc. (the “Company”) filed with the Securities and Exchange Commission on December 14, 2012 (the “Form 10-K”) is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report:

Exhibit No.	Description
2.1*	Related Party Purchase Agreement between W K, Inc. and Reshoot & Edit dated March 26, 2010 (Incorporated herein by reference to Exhibit 2.1 to Current Report on 8-K filed March 29, 2010)
3.1.1*	Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to Registration Statement on Form SB-2 filed October 3, 2006)
3.1.2*	Articles of Amendment to the Articles of Incorporation, effective May 24, 2010 (Incorporated herein by reference to Exhibit 3.1.2. to Annual Report on Form 10-K filed December 13, 2010 )
3.2*	Bylaws (Incorporated herein by reference to Exhibit 3.2 to Registration Statement on Form SB-2 filed by Reshoot & Edit on October 3, 2006)
4.1*	Common Stock Purchase Warrant issued to Montage Venture Group LLC, effective April 2, 2010 (Incorporated herein by reference to Exhibit 4.1 to Annual Report on Form 10-K filed December 13, 2010)
4.2*	Stock Option Agreement, dated August 1, 2010, with Wall Street Consultants, Inc. (Incorporated herein by reference to Exhibit 4.2 to Annual Report on Form 10-K filed December 13, 2010)
4.3*	Form of Registration Rights Agreement, effective April 2, 2010, between Registrant and Montage Venture Group LLC (Incorporated herein by reference to Exhibit 4.3 to Annual Report on Form 10-K filed December 13, 2010)
21.1*	List of Subsidiaries
31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer and Chief Financial Officer
101**	Interactive Data File (Annual Report on Form 10-K, for the period ended August 31, 2012, furnished in XBRL (extensible Business Reporting Language)

* These exhibits were previously included or incorporated by reference in the Company’s Annual Report on Form 10-K for the period ended August 31, 2012, filed with the Securities and Exchange Commission on December 14, 2012.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, in the capacities and the dates indicated, thereunto duly authorized.

	BILL THE BUTCHER, INC.              (Registrant)
Date: December 20, 2012	By:	/s/ J’Amy Owens
		J’Amy Owens
		President, Chief Executive Officer, Chief Financial Officer,
		Treasurer, Secretary and sole Director
		(Principal Executive Officer, Principal Financial Officer and
		Principal Accounting Officer)

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Note 6. Stockholders' Equity (Detail) - Schedule of Outstanding Warrants and Options Activity (USD $)	12 Months Ended
	Aug. 31, 2012
Shares of Common Stock	6,841,674
Exercise Price at $0.15 [Member]
Exercise Price (in Dollars per share)	0.15
Shares of Common Stock	6,016,674
Remaining Live in Years	4 years 292 days
Exercise Price at $0.20 [Member]
Exercise Price (in Dollars per share)	0.20
Shares of Common Stock	400,000
Remaining Live in Years	9 years 73 days
Exercise Price at $.80 [Member]
Exercise Price (in Dollars per share)	0.80
Shares of Common Stock	425,000
Remaining Live in Years	2 years 328 days

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Note 2. Related Parties and Settlement of Litigation (Detail) (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Shares Issued for Cash and Shares Contributed by Principal Shareholder		$ 75,000
Common stock issued for settlement of related party agreement (in Shares)	6,270,000
Debt Instrument, Face Amount	130,000
Debt Instrument, Interest Rate Terms	non-interest bearing
Debt Instrument, Unamortized Discount	(73,000)	(53,000)
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Payment Terms	6.5% of proceeds received by the Company from securities offerings subsequent to the date of the settlement agreement, which proceeds are to be paid at finance closings.
Litigation Settlement, Expense	766,000	0
Stock Sold to Investors [Member]
Shares Issued for Cash and Shares Contributed by Principal Shareholder in Shares (in Shares)		293,750
Shares Issued for Cash and Shares Contributed by Principal Shareholder		75,000
Shareholder Contribution [Member]
Shares Issued for Cash and Shares Contributed by Principal Shareholder in Shares (in Shares)		200,000
Shares Issued for Cash and Shares Contributed by Principal Shareholder		100,000
Litigation Settlement [Member]
Debt Instrument, Unamortized Discount	$ 10,000

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Note 9. Subsequent Events (Detail) (USD $)				1 Months Ended		1 Months Ended	12 Months Ended
	Aug. 31, 2012	Sep. 30, 2012 Subsequent Event [Member] 24% Note Payable [Member]	Sep. 30, 2012 Subsequent Event [Member] 12% Convertible Notes [Member]	Sep. 30, 2012 Subsequent Event [Member] 15% Convertible Note [Member]	Sep. 30, 2012 Subsequent Event [Member] 12% Note Exchange for Accounts Payable [Member]	Sep. 30, 2012 Subsequent Event [Member]	Aug. 31, 2011 24% Note Payable [Member]	Aug. 31, 2012 12% Convertible Notes [Member]
Debt Instrument, Face Amount	$ 130,000	$ 300,000	$ 62,000	$ 50,000	$ 125,000	$ 300,000		$ 500,000
Common Shares Issued with Notes Payable in Shares (in Shares)						500,000	300,000
Debt Instrument, Increase, Accrued Interest				$ 12,000

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Note 3. Merchandise Inventories

12 Months Ended

Aug. 31, 2012

Inventory Disclosure [Text Block]

Note 3.   Merchandise Inventories

Merchandise inventories consisted of the following at August 31 (in thousands):

	August 31,
	2012		2011
Perishable food	$	20	$	36
Non-perishables		7		34
Total	$	27	$	70

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Note 5. Notes Payable and Advances on Notes Payable (Under Review) (Detail) - Schedule of Notes Payable, Advances and Related Accrued Interest (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Advances on notes	$ 465,000	$ 250,000
Total of notes payable and advances	1,953,000	1,000,000
Discount on convertible notes, net of amortization	(73,000)	(53,000)
Total	1,880,000	947,000
Notes at 12% Interest [Member]
Notes Payable	1,008,000	0
Notes at 15% Interest [Member]
Notes Payable	50,000	450,000
Notes at 24% Interest [Member]
Notes Payable	300,000	300,000
Non-Interest Bearing [Member]
Notes Payable	$ 130,000	$ 0

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Note 5. Notes Payable and Advances on Notes Payable (Under Review) (Detail) (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Debt Instrument, Face Amount	$ 130,000
Warrant Exercisable, Years	10 years
Payments of Financing Costs	73,000	94,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Unamortized Discount	(73,000)	(53,000)
Amortization of Debt Discount (Premium)	54,000	337,000
Interest Expense	773,000	390,000
Extinguishment of Debt, Amount (in Dollars)	50,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	400,000
Investment Warrants, Exercise Price (in Dollars per share)	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares)	(1,166,668)
Gains (Losses) on Extinguishment of Debt (in Dollars)	(30,000)
Proceeds from Notes Payable	525,000	850,000
Debt Instrument, Maturity Date, Description		one year
Fair Value Assumptions Risk Free Interest Rate Range		2.0% to 2.3%
Common Shares Issued with Notes Payable		120,000
Proceeds from Other Debt	215,000	250,000
Other Short-term Borrowings	465,000	250,000
Shares Issued in Exchange for Note Payable in Shares (in Shares)		270,800
Debt, Weighted Average Interest Rate	13.90%	11.50%
Average Debt Outstanding	1,300,000	335,000
Average Interest Rate for Interest and Amortization of Debt Discount	59.00%	77.00%
12% Convertible Notes [Member]
Debt Instrument, Face Amount	500,000
Debt Instrument, Maturity Date	Jul. 01, 2013
Number of Warrants Issued with Debt (in Shares)	3,000,006
Sale of Stock, Price Per Share (in Dollars per share)	$ 0.15
Warrant Exercisable, Years	3 years
Payments of Financing Costs	71,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.15
Warrants Not Settleable in Cash, Fair Value Disclosure	208,000
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	75.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Risk Free Interest Rate	0.40%
Debt Instrument, Unamortized Discount	59,000
Amortization of Debt Discount (Premium)	26,000
Interest Expense	33,000
15% Convertible Notes Exchanged for 12% Convertible Notes [Member]
Debt Instrument, Face Amount	178,000
Extinguishment of Debt, Amount (in Dollars)	150,000
Debt Instrument, Increase, Accrued Interest	28,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	300,000
Investment Warrants, Exercise Price (in Dollars per share)	$ 0.15
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares)	175,000
15% Convertible Notes Exchanged for 12% Convertible Notes #2 [Member]
Debt Instrument, Face Amount	305,000
Extinguishment of Debt, Amount (in Dollars)	250,000
Debt Instrument, Increase, Accrued Interest	55,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	2,033,334
Investment Warrants, Exercise Price (in Dollars per share)	$ 0.15
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares)	312,500
Both 15% Convertible Notes Exchanged for 12% Convertible Notes [Member]
Debt Instrument, Face Amount	484,000
Warrants Not Settleable in Cash, Fair Value Disclosure	100,000
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	75.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Risk Free Interest Rate	0.70%
Debt Instrument, Unamortized Discount	18,000
Amortization of Debt Discount (Premium)	3,000
Interest Expense	15,000
Extinguishment of Debt, Amount (in Dollars)	400,000
Debt Instrument, Increase, Accrued Interest	84,000
Gains (Losses) on Extinguishment of Debt (in Dollars)	0
15% Convertible Note [Member]
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.80
Warrants Not Settleable in Cash, Fair Value Disclosure		367,000
Fair Value Assumptions, Expected Term		5 years
Fair Value Assumptions, Expected Volatility Rate		75.00%
Fair Value Assumptions, Expected Dividend Rate		0.00%
Debt Instrument, Unamortized Discount		169,000
Amortization of Debt Discount (Premium)		119,000
Interest Expense	53,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)		550,000
Investment Warrants, Exercise Price (in Dollars per share)		$ 0.80
Proceeds from Notes Payable		450,000
Debt Instrument, Interest Rate During Period		15.00%
Debt Instrument, Convertible, Terms of Conversion Feature		if (i) we are acquired or (ii) we elect to prepay all or a portion of the outstanding principal; because conversion is contingent, a beneficial conversion feature was not recognized for financial reporting purposes
Stock Issued During Period, Shares, Other (in Shares)	500,000
Debt Issuance Cost	98,000
Debt Conversion, Description	holders of $400,000 of 15% Convertible Notes exchanged 15% Convertible Notes for 12% Convertible Notes
24% Note Payable [Member]
Debt Instrument, Interest Rate, Stated Percentage		6.25%
Interest Expense	68,000	6,000
Proceeds from Notes Payable		300,000
Debt Issuance Cost	245,000
Common Shares Issued with Notes Payable in Shares (in Shares)		300,000
Common Shares Issued with Notes Payable		120,000
Stock Issued During Period Shares Extensions of Notes Payable (in Shares)	1,075,000
Advances on Notes Payable [Member]
Debt Instrument, Interest Rate, Stated Percentage	15.00%
Proceeds from Other Debt	215,000	250,000
Other Short-term Borrowings	465,000
Stock Issued in Exchange for Note Payable [Member]
Debt Instrument, Face Amount		100,000
Interest Expense		5,000
Debt Instrument, Increase, Accrued Interest		8,000
Working Capital [Member]
Debt Instrument, Face Amount		$ 100,000
Debt Instrument, Interest Rate, Stated Percentage		7.00%

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Note 5. Notes Payable and Advances on Notes Payable (Under Review) (Detail) - Schedule of Notes Payable, Advances and Related Accrued Interest (Parentheticals) (USD $)	Aug. 31, 2012	Aug. 31, 2011
Interest Rate	12.00%
Notes at 12% Interest [Member]
Interest Rate	12.00%	12.00%
Price Per Share (in Dollars per share)	$ 0.15	$ 0.15
Notes at 15% Interest [Member]
Interest Rate	15.00%	15.00%
Price Per Share (in Dollars per share)	$ 0.80	$ 0.80
Notes at 24% Interest [Member]
Interest Rate	24.00%	24.00%

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Note 6. Stockholders' Equity (Detail) (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	70,000,000	70,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001
Proceeds from Issuance or Sale of Equity (in Dollars)	$ 200,000	$ 640,000
Stock Issued During Period, Shares, Issued for Cash	1,250,000	1,118,750
Stock Issued During Period, Shares, Issued for Noncash Consideration	418,042
Extinguishment of Debt, Amount (in Dollars)	50,000
Stock Issued During Period, Value, Issued for Noncash Considerations (in Dollars)	80,000
Gains (Losses) on Extinguishment of Debt (in Dollars)	(30,000)
Stock Issued During Period, Value, Issued for Services (in Dollars)	608,000	240,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	400,000
Investment Warrants, Exercise Price (in Dollars per share)	$ 0.20
Warrant Exercisable, Years	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)	96,000	195,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	113.00%	75.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	2.20%	1.60%
Investment Options, Exercise Price (in Dollars per share)		$ 0.80
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		187,500
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Options Vested In Period (in Dollars)		187,500
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years
Stock Issued During Period, Shares, New Issues	6,100,000
Stock Sold at Discount [Member]
Proceeds from Issuance or Sale of Equity (in Dollars)		200,000
Stock Issued During Period, Shares, Issued for Cash		250,000
Stock Sold at Discount During Period, Description		fair value of which shares based on the closing price on the purchase date was $100,000 less than consideration we received
Investor and Public Relations Firm [Member]
Term of Service Agreement	1 year	1 year
Service Agreement Description	issued the firm 1,250,000 shares of our common stock and agreed to issue the firm 250,000 shares of our common stock each three-month period	issue the firm 92,000 shares of our common stock each three-month period
Stock Issued During Period, Value, Issued for Services (in Dollars)	286,000	173,000
Stock Issued During Period, Shares, Issued for Services	1,992,000	184,000
Employee and Consultants [Member]
Stock Issued During Period, Value, Issued for Services (in Dollars)	317,000
Stock Issued During Period, Shares, Issued for Services	2,774,000
Investor and Public Relations Firm, May 2011 Agreement [Member]
Term of Service Agreement		6 years
Stock Issued During Period, Value, Issued for Services (in Dollars)		$ 78,000
Stock Issued During Period, Shares, Issued for Services		200,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	2,000,000
Preferred Stock, Voting Rights	ten votes per share
Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized	2,000,000
Preferred Stock, Voting Rights	two votes per share
Series C Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Voting Rights	no voting rights

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Note 2. Related Parties and Settlement of Litigation

12 Months Ended

Aug. 31, 2012

Related Party Transactions Disclosure [Text Block]

Note 2.  Related Parties and Settlement of Litigation

J’Amy Owens, our sole officer and director and principal shareholder, acquired a majority of the Company’s ownership in 2009, and during the fiscal year ended August 31, 2010, the Company acquired ownership of a business she co-founded to develop the “Bill the Butcher” retail concept.  Ms. Owens is involved in other business activities, and as a result may face a conflict in selecting between the Company and other business interests.  We have not established a policy for resolution of such conflicts.

During the year ended August 31, 2011, we issued 293,750 shares of our common stock to investors in exchange for $75,000, and Ms. Owens agreed to transfer 200,000 of these shares from personally owned shares.  The agreement to transfer shares is accounted for as a contribution of capital of $100,000 based on the closing price of our common stock on the transaction date.  The transfer of shares to the Company has not occurred and the receivable for such shares is presented as a separate component of stockholders’ deficit.

Settlement of Litigation - In October 2010, a former employee commenced a lawsuit in the Superior Court of the State of Washington against the Company, J’Amy Owens, its sole officer and director (together the with the Company the “BtB Parties), and certain advisors to the Company (“Other Parties”).  The complaint alleges that the Company breached its employment agreement with the plaintiff and that the former employee was wrongfully discharged in violation of public policy.  The former employee sought damages in an undefined amount, injunctive relief, and attorneys’ fees.  Additionally, the plaintiff also asserted a claim against our sole officer and director, personally, for breach of a stock purchase agreement.  On July 17, 2012, the Company, Ms. Owens and the former employee entered into a settlement agreement and general release.  As part of the settlement, the BtB Parties provided a declaration with respect to certain matters pertaining to the former employee’s lawsuit with the Other Parties, and all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, Ms. Owens and the former employee were released and fully settled.

In June 2011, an action was commenced by the former owner and co-founder of the company we acquired in 2010, in the Superior Court of the State of Washington, County of King, against the BtB Parties and the Other Parties. The plaintiff was seeking damages or the rescission of a Related Party Agreement and a Stock Purchase Agreement. In June 2012, the Court awarded the plaintiff 6,270,000 shares of our common stock, which were issued in June 2012.  On August 3, 2012, the Company, Ms. Owens and the plaintiff entered into a settlement agreement and general release pursuant to which, among other things, all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, Ms. Owens and the plaintiff were released, the plaintiff retained all shares previously issued without restrictions on the sale and transfer of said stock except as provided for by applicable Securities Laws, and except under certain circumstances, and we issued to the plaintiff a $130,000 non-interest bearing note payable due July 1, 2013.  A discount for imputed interest of approximately $10,000 was recorded using an estimated interest rate of 12%, which is amortized to interest expense over the term until maturity.  The note payable is collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable, and payments on the note are required in the amount of 6.5% of proceeds received by the Company from securities offerings subsequent to the date of the settlement agreement, which proceeds are to be paid at finance closings.  In connection with the issuance of shares and notes payable and with related legal fees and expenses, we have recognized settlement expense of approximately $766,000 during the year ended August 31, 2012.

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Note 6. Stockholders' Equity (Detail) - Schedule of Warrant Activity (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010
Outstanding	2,675,000	1,937,500
Outstanding (in Dollars per share)	$ 0.20	$ 0.28	$ 0.80
Warrants exercised	(1,750,000)
Warrants exercised (in Dollars per share)	$ 0.001
Warrants exchanged and cancelled	(1,166,668)
Warrants exchanged and cancelled (in Dollars per share)	$ 0.43
Outstanding	6,841,674	2,675,000	1,937,500
Outstanding (in Dollars per share)	$ 0.20	$ 0.28	$ 0.80
Issued for Services [Member]
Warrants issued during period	750,000	187,500
Warrants issued during period (in Dollars per share)	$ 0.18	$ 0.20
Issued with Notes Payable [Member]
Warrants issued during period	6,333,342	550,000
Warrants issued during period (in Dollars per share)	$ 0.15	$ 0.80

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Aug. 31, 2012	Aug. 31, 2011
Current assets
Cash and cash equivalents		$ 90
Merchandise inventories	27	70
Prepaid expenses and other current assets	1	22
Total current assets	28	182
Property and equipment, net	140	334
Deferred debt issue costs, net	56	24
Deposits and other assets	56	66
Total assets	280	606
Current liabilities
Checks issued in excess of bank balance	45	0
Accounts payable	1,048	639
Accrued liabilities and other current liabilities	396	226
Accrued interest on notes payable and advances	150	42
Notes payable	300	300
Convertible notes payable, net of discount of $73 and $53	1,115	397
Advances on notes payable	465	250
Total current liabilities	3,519	1,854
Other liabilities	17	37
Total liabilities	3,536	1,891
Commitments and contingencies	0	0
Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.001 par value, 70,000,000 shares authorized; 41,570,404 and 25,206,654 shares issued and outstanding	41	25
Shares issuable: no shares and 352,000 shares	0	137
Common stock, 200,000 shares, receivable from founder	(100)	(100)
Additional paid-in capital	5,034	2,931
Accumulated deficit	(8,231)	(4,278)
Total stockholders' deficit	(3,256)	(1,285)
Total liabilities and stockholders' deficit	$ 280	$ 606

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Cash flows from operating activities:
Net loss	$ (3,953,000)	$ (2,934,000)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	138,000	135,000
Impairment of long-lived assets	65,000
Non-cash portion of settlement expense	711,000	0
Stock-based compensation and financing expense	1,047,000	468,000
Amortization of debt discount	54,000	337,000
Changes in assets and liabilities
Merchandise inventories	43,000	55,000
Accounts payable	489,000	320,000
Accrued liabilities	361,000	100,000
Other	27,000	4,000
Net cash used by operating activities	(1,018,000)	(1,515,000)
Cash flows from investing activities:
Purchases of property, plant & equipment	0	(28,000)
Net cash used by investing activities	0	(28,000)
Cash flows from financing activities:
Proceeds from sale of common stock issued and issuable	200,000	640,000
Proceeds from issuance of notes payable	525,000	850,000
Repayment of notes payable	0	(100,000)
Payment of debt issue costs	(73,000)	(94,000)
Proceeds from advances on notes payable	215,000	250,000
Checks issued in excess of bank balance	45,000
Other financing activities	16,000	(9,000)
Net cash provided by financing activities	928,000	1,537,000
Net decrease in cash and cash equivalents	(90,000)	(6,000)
Cash and cash equivalents, beginning of year	90,000	96,000
Cash and cash equivalents, end of year		90,000
Supplemental disclosures of cash flow information:
Cash paid for interest	8,000	10,000
Non-cash investing and financing activities:
Common stock issued to holders of notes payable	343,000	120,000
Common stock and warrants issued for services	704,000	0
Debt discount relating to warrants issued with notes payable	95,000	172,000
Exchange of accounts and note payable for common stock	$ 80,000	$ 108,000

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Note 8. Commitments and Contingencies (Detail) (USD $)	12 Months Ended		1 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Sep. 30, 2012 Subsequent Event [Member] Other Parties [Member]
Operating Leases, Rent Expense	$ 404,000	$ 326,000
Stock Issuance Cost, Terms		equal to 10% of gross proceeds for a term that expired June 30, 2011
Payments of Stock Issuance Costs		$ 30,000
Shares Held by Other Parties, Description	holders of shares of Company common stock in excess of 5%, but less than 10% of total Company common stock outstanding
Stock Issuable During Period Shares Legal Settlement (in Shares)			2,500,000

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Note 8. Commitments and Contingencies (Tables)

12 Months Ended

Aug. 31, 2012

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

At August 31, 2012, minimum future annual lease obligations are as follows (in thousands):

year ending
August 31, 2013	$	122
August 31, 2014		113
August 31, 2015		89
August 31, 2016		83
August 31, 2017		35
Total minimum payments	$	441

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Note 8. Commitments and Contingencies (Detail) - Schedule of Minimum Future Lease Obligations (USD $) In Thousands, unless otherwise specified	Aug. 31, 2012
August 31, 2013	$ 122
August 31, 2014	113
August 31, 2015	89
August 31, 2016	83
August 31, 2017	35
Total minimum payments	$ 441

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Note 1. Description of Business and Summary of Significant Accounting Policies (Detail) - Schedule of Earnings Per Share	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Stock Equivalents Outstanding	13,834,187	3,237,500
Warrant [Member]
Stock Equivalents Outstanding	6,841,674	2,300,000
Stock Options [Member]
Stock Equivalents Outstanding	375,000	375,000
Convertible Debt Securities [Member]
Stock Equivalents Outstanding	6,617,513	562,500

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Note 1. Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Aug. 31, 2012

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization and business – Bill the Butcher, Inc. and its wholly-owned subsidiary (“Bill the Butcher” or the “Company”), is a Seattle, Washington based retailer selling U.S. sourced and ethically and sustainably raised meats through corporate-owned neighborhood butcher shops.  At August 31, 2012, we operated four stores in the greater Seattle area and entered into leases for three additional stores, two of which are fully constructed and awaiting opening. We have one operating segment, butcher shops selling organic and natural meat.

Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors at Finance 500, continue to raise capital and have also been in negotiations for restructuring payment terms for outstanding debt obligations.  During the year ended August 31, 2012, we received net proceeds of approximately $430,000 from issuances of $525,000 of convertible notes payable, $215,000 from advances on notes payable, and $200,000 from sales of our common stock.   During the year ended August 31, 2012, we issued $484,000 of our 12% Convertible Notes due July 2012 in exchange for $400,000 of our 15% notes and related accrued interest of $84,000.   Subsequent to August 31, 2012, we (i) issued $300,000 of our 12% Convertible Notes and 500,000 shares of our common stock in exchange for $300,000 of 24% notes and settlement of litigation and release of all claims, (ii) issued $62,000 of our 12% Convertible Notes in exchange for $50,000 of 15% notes and related accrued interest of $12,000, and (iii) issued $125,000 of our 12% Convertible Notes in exchange for accounts payable of such amount.

Going concern - The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. Our net loss was approximately $4.0 million and $2.9 million during the years ended August 31, 2012 and 2011, respectively, and our operating activities used cash of $1.0 million and $1.5 million during the years ended August 31, 2012 and 2011.  We expect losses to continue in the near future as we grow and further develop our operations.  At August 31, 2012, we had a working capital deficit of approximately $3.6 million and a stockholders’ deficit of $3.4 million.  We have funded our operations, business development and growth through sales of common stock and short-term borrowings. We require additional funds to further develop our business, execute our business strategy and satisfy our working capital needs.  Our operating expenses will consume a material amount of our cash resources.  We intend to raise capital through debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be available on a timely basis, on terms favorable to us or obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment.  The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Use of estimates in the preparation of financial statements - Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation and recoverability of inventories, recoverability of long-lived assets, valuation of equity related instruments, and valuation allowance for deferred income tax assets.

Consolidation - The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary.  All significant inter-company balances and transactions have been eliminated.

Concentrations -All of our operations are currently located in the greater Seattle, Washington area. As a result, we could be particularly susceptible to adverse trends and economic conditions in the area, including labor markets and other occurrences such as local strikes, earthquakes or other natural disasters.  In addition, inasmuch as we are a retailer of meat and related merchandise, adverse publicity and/or trends with respect to the meat industry in general could have a material effect on our operations and financial condition.

Cash and cash equivalents - We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Our cash is maintained with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. At August 31, 2012, no amounts exceeded the limit. 

Checks issued in excess of bank balance – The amount of checks issued in excess of amounts on deposit at the bank upon which the checks are drawn are presented as a current liability and included as a component of cash provided by financing activities.

Fair value measurements – In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.  Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar asset or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.  Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

Fair value of financial instruments – The fair value of our financial instruments, including cash and cash equivalents, accounts payable, certain accrued liabilities and notes payable approximates the carrying amounts value due to their short maturities.

Merchandise inventories – Merchandise inventories, which consists of meat and nonperishable products, is stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Property and equipment - Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over five to seven years for equipment, furniture, and vehicles, and over three to five years for computer software and hardware. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term.

Impairment of long-lived assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  In connection with store closures, certain assets were impaired during the year ended August 31, 2012, and the provision for impairment of approximately $65,000 is included in general and administrative expenses.

Deferred financing costs – We record legal and other fees paid relating to offerings of equity or debt securities as deferred financing costs included in other assets.  Costs relating to debt are deferred and amortized to interest expense over the term of the related debt.  Costs relating to equity are recorded as stock issue costs as a decrease to additional paid-in capital upon sales of equity securities in the financing to which the costs relate.

Debt discount – We record fees paid to lenders and the fair value of common stock or warrants  issued with debt securities as a debt discount, which is presented net of related borrowings on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term.

Income taxes - We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized.  We continue to provide a full valuation allowance to reduce its net deferred tax asset to zero, inasmuch as our management has not determined that realization of deferred tax assets is more likely than not. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities.

Revenue recognition - Revenues are recognized at the point of sale at retail locations or upon delivery of the product.  Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities.

Cost of goods sold - Cost of goods sold includes the cost of meat and nonperishable products sold and commissary costs.

Direct store expenses - Direct store expenses consist of store-level expenses such as personnel salaries and benefits costs, supplies, depreciation, and other store-specific costs.

Investor and public relations expenses – Investor and public relations expenses consist of fees paid or payable and equity securities issued or issuable to consultants in connection with services provided or to be provided during a contractually specified period.

Marketing and advertising expenses – Marketing and advertising costs ,which are expensed as incurred and included with general and administrative expenses, approximated $33,000 and $105,000 during the years ended August 31, 2012 and 2011, respectively.

Stock-based compensation -We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the award that will vest during the period. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period based on the fair value of such stock-based awards on the grant date.

Net loss per share - Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  Common stock equivalents are excluded as the effect would be anti-dilutive.  Shares excluded from net loss per share computations for the years ended August 31 were as follows:

	2012		2011
Warrants		6,841,674		2,300,000
Options		375,000		375,000
Convertible notes payable		6,617,513		562,500
Total		13,834,187		3,237,500

Contingencies - Conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, would be disclosed.

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Aug. 31, 2012	Aug. 31, 2011
Convertible note payable discount (in Dollars)	$ 73	$ 53
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	41,570,404	25,206,654
Common stock, shares outstanding	41,570,404	25,206,654
Shares issuable	0	352,000
Common stock, receivable from founder, shares	200,000	200,000

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Note 1. Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Aug. 31, 2012

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Shares excluded from net loss per share computations for the years ended August 31 were as follows:

	2012		2011
Warrants		6,841,674		2,300,000
Options		375,000		375,000
Convertible notes payable		6,617,513		562,500
Total		13,834,187		3,237,500

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Document And Entity Information (USD $)	12 Months Ended
	Aug. 31, 2012	Dec. 12, 2012	Feb. 29, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Bill The Butcher, Inc.
Document Type	10-K
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		41,870,404
Entity Public Float			$ 2,300,778
Amendment Flag	false
Entity Central Index Key	0001375554
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Aug. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Note 3. Merchandise Inventories (Tables)

12 Months Ended

Aug. 31, 2012

Schedule of Inventory, Current [Table Text Block]

Merchandise inventories consisted of the following at August 31 (in thousands):

	August 31,
	2012		2011
Perishable food	$	20	$	36
Non-perishables		7		34
Total	$	27	$	70

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Consolidated Statements of Operations (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Sales	$ 1,043,000	$ 2,207,000
Cost of goods sold	831,000	1,411,000
Gross profit	212,000	796,000
Operating expenses
Direct store expenses	933,000	1,364,000
General and administrative expenses	1,693,000	1,976,000
Settlement expense	766,000	0
Total operating expenses	3,392,000	3,340,000
Loss from operations	(3,180,000)	(2,544,000)
Interest expense	773,000	390,000
Net loss	$ (3,953,000)	$ (2,934,000)
Net loss per share, basic and diluted (in Dollars per share)	$ (0.11)	$ (0.12)
Weighted average shares used in computing net loss per common share, basic and diluted (in Shares)	34,715,883	24,169,907

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Note 6. Stockholders' Equity

12 Months Ended

Aug. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

Note 6.  Stockholders’ Equity

Preferred Stock - We are authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock, including two million shares of Series A preferred stock that would be entitled to ten votes per share, two million shares of Series B preferred stock that would be entitled to two votes per share, and one million shares of Series C preferred stock with no voting rights.  Our Board of Directors has the authority to fix and determine the relative economic rights and preferences of preferred shares, as well as the authority to issue such shares without further stockholder approval.  As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock.  In addition, shares of preferred stock could be issued with terms designed to delay or prevent a change in control or make removal of management more difficult. 

Common Stock - We are authorized to issue up to 70,000,000 shares of $0.001 par value Class A common stock.  

Common Stock Issued for Cash – During the year ended August 31, 2012, we received net proceeds of $200,000 from sales of 1,250,000 shares of our common stock.  During the year ended August 31, 2011, we received net proceeds of approximately $640,000 from sales of 1,118,750 shares of our common stock, which included $200,000 cash received for 250,000 shares, the fair value of which shares based on the closing price on the purchase date was $100,000 less than consideration we received.

Common Stock Issued in for Accounts Payable – During the year ended August 31, 2012, we issued 418,042 shares of our common stock in exchange for approximately $50,000 of accounts payable.  The value of shares issued based on the closing market price on the dates shares are issuable approximated $80,000, and the $30,000 excess of fair value of common stock issued over the amount of accounts payable exchanged was recorded as expense.

Common Stock Issued for Services – In February 2012, we entered into a one-year agreement, with an investor and public relations firm pursuant to which, among other things, we issued the firm 1,250,000 shares of our common stock and agreed to issue the firm 250,000 shares of our common stock each three-month period.  We may terminate the agreement at the end of a three month period with no amounts payable after termination.  In February 2011, we also entered into a one-year agreement, with this investor and public relations firm pursuant to which we agreed to issue the firm 92,000 shares of our common stock each three-month period.  Shares were recorded at the closing market price on the dates shares are issuable.  During the year ended August 31, 2012 and 2011, we recorded expense of $286,000 and $173,000, respectively, and issued 1,992,000 and 184,000 shares during the fiscal years ended August 31, 2012 and 2011, respectively.

During the year ended August 31, 2012, we issued 2,774,000 shares of our common stock to employees and consultants for services and recorded expense of $317,000 based on closing market prices of our common stock on the dates shares were issuable.

In May 2011, we entered into a six-month agreement with an investor and public relations firm pursuant to which we issued 200,000 shares of our common stock and recorded expense of $78,000 based on the closing market price on the agreement date.

Warrants and Options to Purchase Common Stock – In connection with offerings of our common stock and notes payable, we have issued warrants to purchase shares of our common stock.  We have also issued warrants and options to purchase shares of our common stock to service providers for services provided.  The following summarized warrant activity during the years ended August 31, 2012 and 2011:

	shares of			weighted average
	common stock			exercise price
Outstanding at September 1, 2010		1,937,500		$	0.80
Warrants issued for services		187,500			0.20
Warrants issued with notes payable		550,000			0.80
Outstanding at August 31, 2011		2,675,000			0.28
Warrants issued for services		750,000			0.18
Warrants issued with notes payable		6,333,342			0.15
Warrants exercised		(1,750,000	)		0.001
Warrants exchanged and cancelled		(1,166,668	)		0.43
Outstanding at August 31, 2012		6,841,674		$	0.20

The following summarizes additional information on our stock warrants and options outstanding at August 31, 2012:

		shares of		remaining life
Exercise price		common stock		in years
$	0.15		6,016,674		4.8
$	0.20		400,000		9.2
$	0.80		425,000		2.9
			6,841,674

Warrants to Purchase Common Stock Issued for Services – In October 2011, we entered into an agreement for legal services pursuant to which we agreed to issue the service provider a warrant to purchase 400,000 shares of our common stock at a price of $0.20 per share exercisable for 10 years.  We recorded expense of $96,000, the fair value of warrants determined by utilizing the Black-Scholes-Merton option pricing model with assumptions of 113% volatility, zero dividends and interest rate of 2.2%.

Options to Purchase Common Stock Issued for Services – During the year ended August 31, 2011, we granted to an affiliate of a public relations firm a five-year stock option vesting with an exercise price of $0.80 per share to purchase 187,500 shares of our common stock and 187,500 previously granted options became fully-vested.  The fair value recorded as expense of $195,000 during the year ended August 31, 2011, was computed using a Black-Scholes-Merton option pricing model with the following assumptions: contractual term of 5 years, volatility of 75%, zero dividends and interest rate of 1.6%.  

Terminated Stock Purchase Agreement - In May 2011, we entered into a stock purchase agreement with an investment fund that provided for, among other things, our issuance of approximately 6.1 million shares of common stock.  In July 2011, the stock purchase agreement was terminated and all shares of stock issued were returned and cancelled.

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Note 5. Notes Payable and Advances on Notes Payable (Under Review)

12 Months Ended

Aug. 31, 2012

Debt Disclosure [Text Block]

Note 5.  Notes Payable and Advances on Notes Payable

Notes payable and advances consisted of the following at August 31 (in thousands):

	2012			2011
12% notes convertible at $0.15 per share	$	1,008		$	-
15% notes convertible at $0.80 per share		50			450
24% notes		300			300
Non-interest bearing note		130			-
Advances on notes		465			250
Total of notes payable and advances		1,953			1,000
Discount on convertible notes, net of amortization		(73	)		(53	)
Total	$	1,880		$	947

12% Convertible Notes Payable – During May through July 2012, we issued $500,000 of notes payable due July 1, 2013, and warrants to purchase 3,000,006 shares of our common stock at a purchase price of $0.15 per share exercisable for three years in exchange for $500,000 cash less financing fees and expenses of approximately $71,000.  The notes bear interest at 12% per annum and are convertible into shares of our common stock at the holders election at a per share price of $0.15 per share (the 12% Convertible Notes).  The 12% Convertible Notes are collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable.   The fair value of warrants issued was $208,000 determined using the Black-Scholes-Merton option pricing model with the following assumptions:  contractual term of 5 years, volatility of 75%, zero dividends and interest rate of approximately 0.4%, of which $59,000 was recorded as debt discount based on the relative fair value of the warrant.  Discount amortization of $26,000 was recognized as interest expense during the year ended August 31, 2012, and the remaining $33,000 will be recognized as interest expense during the year ending August 31, 2012.

In June and July 2012, we entered into debt repayment agreements with holders of 15% Convertible Notes pursuant to which we issued 12% Convertible Notes in principal amounts of approximately $178,000 and $305,000 in exchange for 15% Convertible Notes having face amounts of $150,000 and $250,000 and related accrued interest of $28,000 and $55,000, respectively, and issued warrants to purchase 300,000 shares and 2,033,334 shares of our common stock at a price of $0.15 per share in exchange for warrants issued with the 12% Convertible Notes to purchase 175,000 shares and 312,500 shares of our common stock at a price of $0.80 per share.  The fair value of warrants issued was $100,000 determined using the Black-Scholes-Merton option pricing model with the following assumptions:  contractual term of 5 years, volatility of 75%, zero dividends and interest rate of approximately 0.7%, of which $18,000 was recorded as debt discount based on the relative fair value of the warrant.  Discount amortization of $3,000 was recognized as interest expense during the year ended August 31, 2012, and the remaining $15,000 will be recognized as interest expense during the year ending August 31, 2012.  No gain or loss was recognized in connection with the exchange.

15% Convertible Notes - During the year ended August 31, 2011, we received $450,000 cash from investors and issued convertible notes payable (together, the “15% Convertible Notes” in such amounts together with warrants to purchase 550,000 shares of our common stock at a per share price of $0.80 that expire in February 2016.  Convertible Notes were due in one year and bear interest at 15% payable at maturity.  Convertible Notes are convertible into shares of our common stock at a conversion price of $0.80 per share if (i) we are acquired or (ii) we elect to prepay all or a portion of the outstanding principal; because conversion is contingent, a beneficial conversion feature was not recognized for financial reporting purposes.  The fair value of warrants issued was $367,000 determined using the Black-Scholes-Merton option pricing model with the following assumptions:   contractual term of 5 years, volatility of 75%, zero dividends and interest rates of 2.0% to 2.3%, of which $169,000 was recorded as debt discount based on the relative fair value of warrants.  Discount amortization of $119,000 was recognized as interest expense during the year ended August 31, 2011, and $53,000 was recognized during the fiscal year ending August 31, 2012.  During the year ended August 31, 2012, we issued 500,000 shares of our common stock to holders of these notes in connection with forbearance and recognized expense of approximately $98,000, which is included in interest expense, based on closing market prices of our stock on issuance dates.  As described above, during the year ended August 31, 2012, holders of $400,000 of 15% Convertible Notes exchanged 15% Convertible Notes for 12% Convertible Notes.

24% Note Payable - In May 2011, we received $300,000 cash and issued a note payable due in September 2011, bearing interest at 6.25% payable at maturity, together with 300,000 shares of our common stock.  The value of the 300,000 shares issued was $120,000 based on the borrowing date closing price of our common stock, and was recorded as a debt discount, which was amortized to interest expense during the year ended August 31, 2011.  The note bears interest at 24% beyond the extended maturity date, is due on demand and remains outstanding as of August 31, 2012.  We recognized interest expense of $68,000 and $6,000 during the year ended August 31, 2012 and 2011, respectively.  During the year ended August 31, 2012, we issued the lender 1,075,000 shares of our common stock relating to extensions and other matters pertaining to the notes and recorded expense of $245,000, based on closing market prices of our stock, which is included in interest expense.  We have continued to discuss and negotiate terms of repayment.

Advances on Notes Payable – During the years ended August 31, 2012 and 2011, we received cash of $215,000 and $250,000, respectively, and agreed to issue a promissory notes payable, the terms of which were not yet finalized. Advances payable at August 31, 2012 total $465,000.  Interest has been accrued on advances at a rate of 15% per annum.

Note payable exchanged for common stock -   During the year ended August 31, 2011, pursuant to terms of a stock purchase agreement we issued 270,800 shares of our common stock in consideration of the cancellation of prior year working capital borrowings of $100,000 and accrued interest of approximately $8,000.  The fair value of shares issued based on the closing market price on the agreement date exceeded the amount of note and related accrued interest by approximately $5,000, which is included in interest expense.  Our sole officer and director and principal shareholder was also a co-debtor under the notes.

Note payable borrowing and repayment - During the year ended August 31, 2011, we borrowed $100,000 for working capital purposes pursuant to a 7% promissory note payable due in February 2011, and which was repaid in February 2011.  

The weighted average interest rate on total notes payable at August 31, 2012 was 13.9%.  The average interest rate for interest and amortization of debt discount and debt issue costs on average amounts outstanding of approximately $1.3 million was 59% for the year ended August 31, 2012.  The weighted average interest rate on total notes payable at August 31, 2011 was 11.5%.  The average interest rate for interest and amortization of debt discount on average amounts outstanding of approximately $335,000 was 77% for the year ended August 31, 2011.

See Note 9  Subsequent Events for information regarding note exchanges occurring subsequent to August 31, 2012.

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Note 1. Description of Business and Summary of Significant Accounting Policies (Detail) (USD $)	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2010
Number of Stores Operated and Closed During the Period	we operated four stores in the greater Seattle area and entered into leases for three additional stores, two of which are fully constructed and awaiting opening
Number of Operating Segments	1
Proceeds from Notes Payable (in Dollars)	$ 525,000	$ 850,000
Debt Instrument, Face Amount (in Dollars)	130,000
Proceeds from Other Debt (in Dollars)	215,000	250,000
Proceeds from Issuance or Sale of Equity (in Dollars)	200,000	640,000
Extinguishment of Debt, Amount (in Dollars)	50,000
Net Income (Loss) Attributable to Parent (in Dollars)	(3,953,000)	(2,934,000)
Net Cash Provided by (Used in) Operating Activities (in Dollars)	(1,018,000)	(1,515,000)
Working Capital (Deficit) (in Dollars)	(3,600,000)
Stockholders' Equity Attributable to Parent (in Dollars)	(3,256,000)	(1,285,000)	137,000
Impairment of Long-Lived Assets Held-for-use (in Dollars)	65,000
Marketing and Advertising Expense (in Dollars)	33,000	105,000
Convertible Notes [Member]
Proceeds from Notes Payable (in Dollars)	430,000
Debt Instrument, Face Amount (in Dollars)	525,000
Both 15% Convertible Notes Exchanged for 12% Convertible Notes [Member]
Debt Instrument, Face Amount (in Dollars)	484,000
Extinguishment of Debt, Amount (in Dollars)	400,000
Debt Instrument, Increase, Accrued Interest (in Dollars)	$ 84,000

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Note 4. Property and Equipment (Tables)

12 Months Ended

Aug. 31, 2012

Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following at August 31 (in thousands):

	2012			2011
Leasehold improvements	$	142		$	281
Furniture and equipment		205			208
Vehicle		32			32
Total property and equipment		379			521
Accumulated depreciation and amortization		(239	)		(187	)
Property and equipment, net	$	140		$	334

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Note 9. Subsequent Events

12 Months Ended

Aug. 31, 2012

Subsequent Events [Text Block]

Note 9.  Subsequent Events

Subsequent to August 31, 2012, we (i) issued $300,000 of our 12% Convertible Notes and 500,000 shares of our common stock in exchange for $300,000 of 24% notes and settlement of litigation and release of all claims, (ii) issued $62,000 of our 12% Convertible Notes in exchange for $50,000 of 15% notes and related accrued interest of $12,000, and (iii) issued $125,000 of our 12% Convertible Notes in exchange for accounts payable of such amount.

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Note 7. Income Taxes

12 Months Ended

Aug. 31, 2012

Income Tax Disclosure [Text Block]

Note 7. Income Taxes

The Company has recorded no provision or benefit for income taxes.  The difference between tax at the statutory rate and no tax is primarily due to the full valuation allowance.  Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes, and net operating loss carry forwards. Substantially all of our deferred tax assets relate to net operating loss carryforwards.Deferred tax assets were approximately $2.8 million and $1.5 million at August 31, 2012 and 2011, respectively, and the change in the valuation allowance was approximately $1.3 million and $1 million during the years then ended.  A valuation allowance has been recorded in the full amount of total deferred tax assets as it has not been determined that it is more likely than not that these deferred tax assets will be realized. As of August 31, 2012, the Company has net operating loss carryforwards of approximately $7.8 million, which begin to expire in 2027. Realization is dependent on generating sufficient taxable income prior to expiration. Further, as a result of ownership changes, the Company may be subject to annual limitations on the amount of net operating loss utilizable in any tax year.

We have identified our federal tax return as our major tax jurisdiction, as defined.  Tax years since inception are subject to audit.  We believe our income tax filing positions and deductions will be sustained on audit and we do not anticipate any adjustments that would result in a material change to our financial position. No reserves for uncertain income tax positions have been recorded.  Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense.

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Note 8. Commitments and Contingencies

12 Months Ended

Aug. 31, 2012

Commitments and Contingencies Disclosure [Text Block]

Note 8.  Commitments and Contingencies

From time to time, we may be subject to various legal proceedings and claims that may arise in the ordinary course of business. Our management currently believes that resolution of such legal matters will not have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Leases - The Company leases its stores and other facilities under non-cancelable operating leases, some with renewal options. Rents are fixed base amounts. Lease provisions also require additional payments for maintenance and other expenses. Rent is expensed on a straight-line basis over the term of the lease. The difference between amounts paid and expensed is recorded as deferred rent. Rent expense during the years ended August 31, 2012 and 2011 was $404,000 and $326,000, respectively.   We also lease a delivery vehicle pursuant to a capital lease, the amounts of which are not material and are included in other liabilities.  At August 31, 2012, minimum future annual lease obligations are as follows (in thousands):

year ending
August 31, 2013	$	122
August 31, 2014		113
August 31, 2015		89
August 31, 2016		83
August 31, 2017		35
Total minimum payments	$	441

Agreement with Placement Agent – In 2011, we entered into an agreement with a firm to provide placement agent services in connection with our fund-raising activities.  Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to 10% of gross proceeds for a term that expired June 30, 2011.  During the year ended August 31, 2011, fees approximated $30,000.

Litigation - In July 2012, a lawsuit was filed against the Company and Ms. Owens by the “Other Parties” described in Note 2 – Related Parties and Settlement of Litigation claiming indemnification with respect to litigation brought by the former employee against the Other Parties, recovery of damages in an unspecified amount for alleged breach of contract, and recovery of attorney’s fees.  The Other Parties are holders of shares of Company common stock in excess of 5%, but less than 10% of total Company common stock outstanding.  The Company and the Other Parties reached a settlement regarding this litigation subsequent to August 31, 2012, pursuant to which, among other things, the Company issued the Other Parties 2,500,000 shares of our common stock and the Other Parties dropped their litigation and released all claims.

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Accounting Policies, by Policy (Policies)

12 Months Ended

Aug. 31, 2012

Debt, Policy [Policy Text Block]

Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors at Finance 500, continue to raise capital and have also been in negotiations for restructuring payment terms for outstanding debt obligations.  During the year ended August 31, 2012, we received net proceeds of approximately $430,000 from issuances of $525,000 of convertible notes payable, $215,000 from advances on notes payable, and $200,000 from sales of our common stock.   During the year ended August 31, 2012, we issued $484,000 of our 12% Convertible Notes due July 2012 in exchange for $400,000 of our 15% notes and related accrued interest of $84,000.   Subsequent to August 31, 2012, we (i) issued $300,000 of our 12% Convertible Notes and 500,000 shares of our common stock in exchange for $300,000 of 24% notes and settlement of litigation and release of all claims, (ii) issued $62,000 of our 12% Convertible Notes in exchange for $50,000 of 15% notes and related accrued interest of $12,000, and (iii) issued $125,000 of our 12% Convertible Notes in exchange for accounts payable of such amount.

Going Concern Disclosure [Text Block]

Going concern - The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. Our net loss was approximately $4.0 million and $2.9 million during the years ended August 31, 2012 and 2011, respectively, and our operating activities used cash of $1.0 million and $1.5 million during the years ended August 31, 2012 and 2011.  We expect losses to continue in the near future as we grow and further develop our operations.  At August 31, 2012, we had a working capital deficit of approximately $3.6 million and a stockholders’ deficit of $3.4 million.  We have funded our operations, business development and growth through sales of common stock and short-term borrowings. We require additional funds to further develop our business, execute our business strategy and satisfy our working capital needs.  Our operating expenses will consume a material amount of our cash resources.  We intend to raise capital through debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be available on a timely basis, on terms favorable to us or obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment.  The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Use of Estimates, Policy [Policy Text Block]

Use of estimates in the preparation of financial statements - Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation and recoverability of inventories, recoverability of long-lived assets, valuation of equity related instruments, and valuation allowance for deferred income tax assets.

Consolidation, Policy [Policy Text Block]

Consolidation - The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary.  All significant inter-company balances and transactions have been eliminated.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations -All of our operations are currently located in the greater Seattle, Washington area. As a result, we could be particularly susceptible to adverse trends and economic conditions in the area, including labor markets and other occurrences such as local strikes, earthquakes or other natural disasters.  In addition, inasmuch as we are a retailer of meat and related merchandise, adverse publicity and/or trends with respect to the meat industry in general could have a material effect on our operations and financial condition.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and cash equivalents - We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Our cash is maintained with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. At August 31, 2012, no amounts exceeded the limit.

Bank Overdraft Policy [Text Block]

Checks issued in excess of bank balance – The amount of checks issued in excess of amounts on deposit at the bank upon which the checks are drawn are presented as a current liability and included as a component of cash provided by financing activities.

Fair Value Measurement, Policy [Policy Text Block]

Fair value measurements – In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.  Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar asset or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.  Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair value of financial instruments – The fair value of our financial instruments, including cash and cash equivalents, accounts payable, certain accrued liabilities and notes payable approximates the carrying amounts value due to their short maturities.

Inventory, Policy [Policy Text Block]

Merchandise inventories – Merchandise inventories, which consists of meat and nonperishable products, is stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment - Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over five to seven years for equipment, furniture, and vehicles, and over three to five years for computer software and hardware. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of long-lived assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  In connection with store closures, certain assets were impaired during the year ended August 31, 2012, and the provision for impairment of approximately $65,000 is included in general and administrative expenses.

Deferred Financing Costs Policy [Text Block]

Deferred financing costs – We record legal and other fees paid relating to offerings of equity or debt securities as deferred financing costs included in other assets.  Costs relating to debt are deferred and amortized to interest expense over the term of the related debt.  Costs relating to equity are recorded as stock issue costs as a decrease to additional paid-in capital upon sales of equity securities in the financing to which the costs relate.

Debt Discount Policy [Text Block]

Debt discount – We record fees paid to lenders and the fair value of common stock or warrants  issued with debt securities as a debt discount, which is presented net of related borrowings on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term.

Income Tax, Policy [Policy Text Block]

Income taxes - We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized.  We continue to provide a full valuation allowance to reduce its net deferred tax asset to zero, inasmuch as our management has not determined that realization of deferred tax assets is more likely than not. The provision for income taxes represents the tax payable for the period and change during the period in net deferred tax assets and liabilities.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition - Revenues are recognized at the point of sale at retail locations or upon delivery of the product.  Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities.

Cost of Sales, Policy [Policy Text Block]

Cost of goods sold - Cost of goods sold includes the cost of meat and nonperishable products sold and commissary costs.

Direct Store Expense Policy [Text Block]

Direct store expenses - Direct store expenses consist of store-level expenses such as personnel salaries and benefits costs, supplies, depreciation, and other store-specific costs.

Investor and Public Relations Policy [Text Block]

Investor and public relations expenses – Investor and public relations expenses consist of fees paid or payable and equity securities issued or issuable to consultants in connection with services provided or to be provided during a contractually specified period.

Advertising Costs, Policy [Policy Text Block]

Marketing and advertising expenses – Marketing and advertising costs ,which are expensed as incurred and included with general and administrative expenses, approximated $33,000 and $105,000 during the years ended August 31, 2012 and 2011, respectively.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based compensation -We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the award that will vest during the period. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period based on the fair value of such stock-based awards on the grant date.

Earnings Per Share, Policy [Policy Text Block]

Net loss per share - Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  Common stock equivalents are excluded as the effect would be anti-dilutive.  Shares excluded from net loss per share computations for the years ended August 31 were as follows:

	2012		2011
Warrants		6,841,674		2,300,000
Options		375,000		375,000
Convertible notes payable		6,617,513		562,500
Total		13,834,187		3,237,500

Contingent Liability Reserve Estimate, Policy [Policy Text Block]

Contingencies - Conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, would be disclosed.

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Note 7. Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Aug. 31, 2012	Aug. 31, 2011
Deferred Tax Assets, Net of Valuation Allowance	$ 2.8	$ 1.5
Valuation Allowance, Deferred Tax Asset, Change in Amount	1.3	1.0
Operating Loss Carryforwards	$ 7.8

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Note 6. Stockholders' Equity (Tables)

12 Months Ended

Aug. 31, 2012

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The following summarized warrant activity during the years ended August 31, 2012 and 2011:

	shares of			weighted average
	common stock			exercise price
Outstanding at September 1, 2010		1,937,500		$	0.80
Warrants issued for services		187,500			0.20
Warrants issued with notes payable		550,000			0.80
Outstanding at August 31, 2011		2,675,000			0.28
Warrants issued for services		750,000			0.18
Warrants issued with notes payable		6,333,342			0.15
Warrants exercised		(1,750,000	)		0.001
Warrants exchanged and cancelled		(1,166,668	)		0.43
Outstanding at August 31, 2012		6,841,674		$	0.20

Schedule of Other Share-based Compensation, Activity [Table Text Block]

The following summarizes additional information on our stock warrants and options outstanding at August 31, 2012:

		shares of		remaining life
Exercise price		common stock		in years
$	0.15		6,016,674		4.8
$	0.20		400,000		9.2
$	0.80		425,000		2.9
			6,841,674

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Note 3. Merchandise Inventories (Detail) - Schedule of Inventories (USD $) In Thousands, unless otherwise specified	Aug. 31, 2012	Aug. 31, 2011
Total	$ 27	$ 70
Perishable Food [Member]
Inventories	20	36
Non-Perishables [Member]
Inventories	7	34
Total	$ 27	$ 70

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Consolidated Statement of Stockholders' Equity (Deficit) (USD $)	Common Stock [Member]	Common Stock Issuable [Member]	Common Stock Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Aug. 31, 2010	$ 23,000	$ 269,000		$ 1,189,000	$ (1,344,000)	$ 137,000
Balance (in Shares) at Aug. 31, 2010	23,043,104	341,875
Shares issued previously issuable		(269,000)		269,000
Shares issued previously issuable (in Shares)	335,000	(341,875)
Common shares issued for cash	1,000			464,000		465,000
Common shares issued for cash (in Shares)	575,000					1,118,750
Common shares issued for services				240,000		240,000
Common shares issued for services (in Shares)	389,000
Common shares issued with notes payable	1,000			119,000		120,000
Common shares issued with notes payable (in Shares)	300,000
Common shares issued for cash and shares contributed by principal shareholder			(100,000)	175,000		75,000
Common shares issued for cash and shares contributed by principal shareholder (in Shares)	293,750		(200,000)
Warrants issued with convertible notes				170,000		170,000
Stock options issued for services				195,000		195,000
Shares issued in connection with extension of notes payable		4,000				4,000
Shares issued in connection with extension of notes payable (in Shares)		10,000
Common shares issuable for services		33,000				33,000
Common shares issuable for services (in Shares)		92,000
Common shares issued in exchange for note payable				111,000		111,000
Common shares issued in exchange for note payable (in Shares)	270,800					270,800
Common shares issuable for private placements		100,000				100,000
Common shares issuable for private placements (in Shares)		250,000
Net loss					(2,934,000)	(2,934,000)
Balance at Aug. 31, 2011	25,000	137,000	(100,000)	2,931,000	(4,278,000)	(1,285,000)
Balance (in Shares) at Aug. 31, 2011	25,206,654	352,000	(200,000)			25,206,654
Shares issued previously issuable		(133,000)		133,000
Shares issued previously issuable (in Shares)	342,000	(342,000)
Shares no longer issuable for services		(4,000)				(4,000)
Shares no longer issuable for services		(10,000)
Warrants issued for services				96,000		96,000
Common shares issued for cash	1,000			199,000		200,000
Common shares issued for cash (in Shares)	1,250,000					1,250,000
Shares issued in connection with settlement	6,000			558,000		564,000
Shares issued in connection with settlement (in Shares)	6,270,000
Common shares issued for services	5,000			603,000		608,000
Common shares issued for services (in Shares)	4,766,000
Shares issued in exchange for accounts payable				80,000		80,000
Shares issued in exchange for accounts payable (in Shares)	418,042					418,042
Shares issued upon cash-less exercise of warrants	2,000			(2,000)		0
Shares issued upon cash-less exercise of warrants (in Shares)	1,742,708
Warrants issued with convertible notes				95,000		95,000
Shares issued in connection with extension of notes payable	2,000			341,000		343,000
Shares issued in connection with extension of notes payable (in Shares)	1,575,000
Net loss					(3,953,000)	(3,953,000)
Balance at Aug. 31, 2012	$ 41,000	$ 0	$ (100,000)	$ 5,034,000	$ (8,231,000)	$ (3,256,000)
Balance (in Shares) at Aug. 31, 2012	41,570,404		(200,000)			41,570,404

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Note 4. Property and Equipment

12 Months Ended

Aug. 31, 2012

Property, Plant and Equipment Disclosure [Text Block]

Note 4.  Property and Equipment

Property and equipment consisted of the following at August 31 (in thousands):

	2012			2011
Leasehold improvements	$	142		$	281
Furniture and equipment		205			208
Vehicle		32			32
Total property and equipment		379			521
Accumulated depreciation and amortization		(239	)		(187	)
Property and equipment, net	$	140		$	334

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Note 4. Property and Equipment (Detail) - Schedule of Property and Equipment (USD $) In Thousands, unless otherwise specified	Aug. 31, 2012	Aug. 31, 2011
Property and Equipment	$ 379	$ 521
Accumulated depreciation and amortization	(239)	(187)
Property and equipment, net	140	334
Leasehold Improvements [Member]
Property and Equipment	142	281
Equipment [Member]
Property and Equipment	205	208
Vehicles [Member]
Property and Equipment	$ 32	$ 32

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Note 5. Notes Payable and Advances on Notes Payable (Under Review) (Tables)

12 Months Ended

Aug. 31, 2012

Schedule of Debt [Table Text Block]

Notes payable and advances and related accrued interest consisted of the following at August 31 (in thousands):

	2012			2011
12% notes convertible at $0.15 per share	$	1,008		$	-
15% notes convertible at $0.80 per share		50			450
24% notes		300			300
Non-interest bearing note		130			-
Advances on notes		465			250
Total of notes payable and advances		1,953			1,000
Discount on convertible notes, net of amortization		(73	)		(53	)
Total	$	1,880		$	947