Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May 31, 2023 | Jul. 17, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | DIGITAL BRAND MEDIA & MARKETING GROUP, INC. | |
Trading Symbol | DBMM | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 825,218,631 | |
Amendment Flag | false | |
Entity Central Index Key | 0001127475 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | May 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52838 | |
Entity Address, Address Line One | 845 Third Avenue, 6th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 59-3666743 | |
City Area Code | 646 | |
Local Phone Number | 722-2706 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NONE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2023 | Aug. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 21,645 | $ 9,364 |
Accounts receivable, net | 21,605 | 20,383 |
Prepaid expenses and other current assets | 470 | 470 |
Total current assets | 43,720 | 30,217 |
Property and equipment - net | 1,420 | 1,420 |
TOTAL ASSETS | 45,140 | 31,637 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 835,102 | 799,720 |
Accrued interest | 1,101,671 | 890,708 |
Accrued compensation | 1,326,086 | 1,377,136 |
Derivative liability | 377,243 | 281,932 |
Loans payable, net | 2,344,917 | 1,945,071 |
Officers loans payable | 56,615 | 79,169 |
Convertible debentures, net | 517,242 | 546,571 |
6,558,876 | 5,920,307 | |
Loan payable, net of short-term portion | 27,297 | 34,360 |
TOTAL LIABILITIES | 6,586,173 | 5,954,667 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value .001; authorized 2,000,000,000 shares; 757,718,631, and 757,718,631, shares issued and outstanding | 795,218 | 787,718 |
Additional paid in capital | 9,824,090 | 9,666,590 |
Other comprehensive loss | 26,189 | 93,478 |
Accumulated deficit | (17,188,525) | (16,472,811) |
TOTAL STOCKHOLDERS' DEFICIT | (6,541,033) | (5,923,030) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 45,140 | 31,637 |
Preferred Stock, Series 1 [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Series | 1,995 | 1,995 |
Preferred Stock ,Series 2 [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Series | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | May 31, 2023 | Aug. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 795,218,631 | 787,718,631 |
Common stock, shares outstanding | 795,218,631 | 787,718,631 |
Preferred Stock, Series 1 [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,995,185 | 1,995,185 |
Preferred stock, shares outstanding | 1,995,185 | 1,995,185 |
Preferred Stock ,Series 2 [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | ||||
SALES | $ 98,496 | $ 68,130 | $ 221,356 | $ 164,976 |
COST OF SALES | 81,789 | 30,217 | 185,690 | 102,090 |
GROSS PROFIT | 16,707 | 37,913 | 35,666 | 62,886 |
COSTS AND EXPENSES | ||||
Sales, general and administrative | 107,022 | 124,451 | 371,272 | 441,908 |
TOTAL OPERATING EXPENSES | 107,022 | 124,451 | 371,272 | 441,908 |
OPERATING LOSS | (90,315) | (86,538) | (335,606) | (379,022) |
OTHER (INCOME) EXPENSE | ||||
Interest expense | 68,391 | 95,599 | 224,317 | 307,240 |
Other income | 0 | 0 | (46,255) | (98,265) |
Loss (gain) on settlement of debt | (15,375) | 82,485 | 73,349 | 82,845 |
Change in fair value of derivative liability | (166,865) | 18,273 | 128,697 | (265,724) |
TOTAL OTHER (INCOME) EXPENSES, NET | (113,849) | 196,357 | 380,108 | 26,096 |
NET INCOME (LOSS) | 23,534 | (282,895) | (715,714) | (405,118) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign exchange translation | (93,110) | 69,630 | (67,289) | 87,765 |
COMPREHENSIVE INCOME (LOSS) | $ (69,576) | $ (213,265) | $ (783,003) | $ (317,353) |
NET LOSS PER SHARE | ||||
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES | ||||
Basic (in Shares) | 795,218,631 | 782,718,631 | 788,490,690 | 765,990,960 |
Diluted (in Shares) | 879,742,281 | 782,718,631 | 788,490,690 | 765,990,960 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock, Series 1 [Member] Preferred Stock [Member] | Preferred Stock, Series 1 [Member] | Preferred Stock ,Series 2 [Member] Preferred Stock [Member] | Preferred Stock ,Series 2 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Shares, beginning and end of year (in Shares) at Aug. 31, 2021 | 1,995,185 | 0 | |||||||
Balance, beginning and end of period at May. 31, 2022 | $ 1,995 | $ 0 | |||||||
Shares, beginning of period (in Shares) at Aug. 31, 2021 | 757,718,631 | ||||||||
Issuance of shares under convertible debt settlement (in Shares) | 30,000,000 | ||||||||
Shares, end of period (in Shares) at May. 31, 2022 | 787,718,631 | ||||||||
Balance, beginning of period at Aug. 31, 2021 | $ 757,718 | ||||||||
Issuance of shares under convertible debt settlement | 30,000 | $ 138,000 | |||||||
Balance, end of period at May. 31, 2022 | 9,666,590 | ||||||||
Balance, beginning of period at Aug. 31, 2021 | $ (35.984) | ||||||||
Other comprehensive income (loss) | 87,765 | $ 87,765 | |||||||
Balance, end of period at May. 31, 2022 | 51,781 | ||||||||
Balance, beginning of period at Aug. 31, 2021 | $ (15,846,383) | ||||||||
Net loss | (405,118) | (405,118) | |||||||
Balance, end of period at May. 31, 2022 | (16,251,501) | ||||||||
Balance, end of period at May. 31, 2022 | $ 787,718 | ||||||||
Balance, beginning of period at Aug. 31, 2021 | 9,528,590 | ||||||||
Total Stockholders' Deficit | (5,743,417) | ||||||||
Total Stockholders' Deficit | $ (5,923,030) | ||||||||
Shares, beginning and end of year (in Shares) at Aug. 31, 2022 | 1,995,185 | 1,995,185 | 0 | 0 | |||||
Balance, beginning and end of period at May. 31, 2023 | $ 1,995 | $ 1,995 | $ 0 | $ 0 | |||||
Shares, beginning of period (in Shares) at Aug. 31, 2022 | 787,718,631 | 787,718,631 | |||||||
Issuance of shares under convertible debt settlement (in Shares) | 7,500,000 | ||||||||
Shares, end of period (in Shares) at May. 31, 2023 | 795,218,631 | 795,218,631 | |||||||
Balance, beginning of period at Aug. 31, 2022 | $ 787,718 | $ 787,718 | |||||||
Issuance of shares under convertible debt settlement | 7,500 | 157,500 | |||||||
Balance, end of period at May. 31, 2023 | 9,824,090 | 9,824,090 | |||||||
Balance, beginning of period at Aug. 31, 2022 | 93,478 | 93,478 | |||||||
Other comprehensive income (loss) | $ (67,289) | (67,289) | |||||||
Balance, end of period at May. 31, 2023 | 26,189 | ||||||||
Balance, beginning of period at Aug. 31, 2022 | (16,472,811) | (16,472,811) | |||||||
Net loss | (715,714) | (715,714) | |||||||
Balance, end of period at May. 31, 2023 | $ (17,188,525) | (17,188,525) | |||||||
Balance, end of period at May. 31, 2023 | $ 795,218 | 795,218 | |||||||
Balance, beginning of period at Aug. 31, 2022 | $ 9,666,590 | 9,666,590 | |||||||
Total Stockholders' Deficit | $ (6,541,033) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
May 31, 2023 | May 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (715,714) | $ (405,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 0 | 0 |
Change in fair value of derivative liability | 128,697 | (265,724) |
Loss on extinguishment of debt | 73,349 | 82,845 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 334 | (3,203) |
Accounts payable and accrued expenses | 31,051 | 137,062 |
Accrued interest | 237,204 | 197,395 |
Accrued compensation | (51,050) | (500) |
NET CASH USED IN OPERATING ACTIVITIES | (296,129) | (257,243) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | 0 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | 0 | 0 |
Proceeds from loans payable | 337,519 | 260,222 |
Principal repayments loan payable | (5,895) | (2,400) |
Officers loans payable | (22,554) | 4,417 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 309,070 | 262,239 |
HELD IN FOREIGN CURRENCY | (660) | (374) |
NET INCREASE/(DECREASE) IN CASH | 12,281 | 4,622 |
CASH - BEGINNING OF PERIOD | 9,364 | 9,787 |
CASH - END OF PERIOD | 21,645 | 14,409 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Issuance of shares of common stock under convertible debt settlement | $ 92,151 | $ 64,137 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN N ature of Business and History of the Company Digital Brand Media & Marketing Group, Inc. (“The Company” or “DBMM”) is an OTC:PK listed company. The Company was organized under the laws of the State of Florida on September 29, 1998. The Company strategically focuses on developing the business of its wholly owned and revenue generating online marketing services company, Digital Clarity. With deep DNA in its operating market, blending the services of an experienced professional workforce leveraging a technology offering positions the Company in a strong, forward looking structure. Digital Clarity operates in the growing area of digital marketing that helps companies make the most of the digital economy focusing on areas such as Search Engine Marketing (Google, Yahoo! & Bing), Social Media (Twitter, Facebook & LinkedIn) and Internet Strategy Planning including Design, Analytics and Mobile Marketing. Following the acquisition of Digital Clarity in 2011 the Company has been honing its business model to be the differentiating service provider in digital marketing space to its clients and prospective business as DBMM grows into one of the leaders in the industry going forward. Today, DBMM Group crafts, designs and executes digital marketing strategies across multiple ad platforms and social media networks for a broad array of clients to help each of them establish a uniform brand identity across the digital universe. The product offering is a unique value proposition of intelligent analytics provided by an experienced digital marketing and technology team. Therefore, DBMM Group is a blend of data, strategy and creative execution. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2023 are not necessarily indicative of the results that may be expected for the year ending August 31, 2023. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended August 31, 2022. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis. The financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has outstanding loans and convertible notes payable aggregating $2.9 million at May 31, 2023 and doesn’t have sufficient cash on hand to satisfy such obligations. The preceding raises substantial doubt about the ability of the Company to continue as a going concern. However, the Company generated proceeds of $309,070 from financing activities during the nine months ending May 31, 2023. The Company also has a non-binding Commitment Letter from an investor of $250,000 which also includes a right of first refusal on additional capital raise up to $3 million which will contribute to satisfying such obligations and fund any potential cash flow deficiencies from operations for the foreseeable future. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Stylar (DBA Digital Clarity). All significant inter-company transactions are eliminated. The Company has dissolved RTG Ventures (Europe) Limited, a dormant subsidiary during November 2022 and the subsidiary was removed from the United Kingdom Companies House in February 2023. Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of May 31, 2023. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of allowance for doubtful accounts. The Company has a policy of reserving uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. The Company had no allowance for doubtful accounts as of May 31, 2023. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years). Revenue Recognition Revenue is recognized upon transfer of control of promised or services to customers in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Nature of Services The Company generally provides its services to companies primarily located in Europe but with international exposure. The Company generally provides its services ratably over the terms of the contract and bills such services at a monthly fixed rate. Some of the services are billed quarterly. The Company’s services are sold without guarantees. Significant Judgments Our contracts with customers sometimes include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine Standalone Selling Price (SSP) for each distinct performance obligation. The Company uses a single amount to estimate SSP for items that are not sold separately, including set-up services, monthly search advertising services, and monthly optimization and management. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Included in these estimates are assumptions about the collection of its accounts receivable, converted amount of cash denominated in a foreign currency, and estimated amounts of cash, the derivative liability could settle, if not in common shares. Actual results could differ from those estimates. Income Taxes The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, Earnings (loss) per common share The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti- dilutive. Such securities have been excluded from the per share computations for the nine months period ended May 31, 2023 and the three and nine-month periods ended May 31, 2022. During the three-month period ended May 31, 2023, the dilutive securities amounted to 84,523,650 shares of common stock and related to convertible notes. The Company intends to settle with the holders of convertible notes to the Company’s benefit as has been historically resolved. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of May 31, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. During the six-month period ended May 31, 2023 and 2022, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. Accordingly, the Company has recognized a derivative liability in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter and in determining which valuation is most appropriate for the instrument (e.g., Binomial method), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. Fair Value of Financial Instruments Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below. Level 1 Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company did not have any Level 2 or Level 3 assets or liabilities as of May 31, 2023, with the exception of its derivative liability which are valued based on Level 3 inputs. Cash is considered to be highly liquid and easily tradable as of May 31, 2023 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Stock Based Compensation We account for the grant of stock options and restricted stock awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation. Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using either the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations. Concentration of Risks The Company’s accounts and receivable as of May 31, 2023 and August 31, 2022 and revenues for the nine-month period ended May 31, 2023 and 2022 are primarily from four customers. Recently Issued Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Estimated Life May 31, 2023 August 31, 2022 Computer and office equipment 3 to 5 years $ 23,920 $ 23,920 Less: Accumulated depreciation (22,500 ) (22,500 ) $ 1,420 $ 1,420 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | NOTE 4 LOANS PAYABLE May 31, 2023 August 31, 2022 Loans payable $ 2,372,214 $ 1,979,431 May 31, 2023 August 31, 2022 Loans payable short-term $ 2,344,917 $ 1,945,071 Loans payable long-term 27,297 34,360 $ 2,372,214 $ 1,979,431 The loans payables are generally due on demand and have not been called, are unsecured, and are bearing interest at a range of 0-12%., with the exception of one loan payable to a financial institution. Such loan, which amounted to $38,531 at May 31, 2023 bears interest rate at 2.5%, is unsecured, matures in November 2027 with principal and interest payable monthly. This loan is part of a Bounce Back Loan Scheme from the UK Government. The company may have to provide alternative consideration (which may be in cash, fixed number of shares or other financial instruments) up to amounts accrued to satisfy its fixed obligations under certain unsecured loans payable. The consideration hasn’t been issued yet and is included in accrued expenses and interest expense and was valued based on the fair value of the consideration at issuance. The aggregate schedule maturities of the Company’s loans payable outstanding as of May 31, 2023 are as follows: 2024 $ 2,344,917 2025 11,948 2026 12,708 2027 2,641 $ 2,372,214 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 CONVERTIBLE DEBENTURES The Company’s convertible debentures consisted of the following: May 31, 2023 August 31, 2022 Convertible notes payable $ 517,242 $ 546,571 Unamortized debt discount - - Total $ 517,242 $ 546,571 The convertible debentures matured in 2015, and bear interest at ranges between 6% and 15%. The convertible debentures are convertible at ratios varying between 45% and 50% of the closing price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for a period of 5-30 days prior to conversion. No convertible debentures have been issued since 2015 and none executed since 2016. Certain settlements with holders of convertible debentures have been agreed since 2018 to the benefit to the Company. |
OFFICERS LOANS PAYABLE
OFFICERS LOANS PAYABLE | 9 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 6 OFFICERS LOANS PAYABLE May 31, 2023 August 31, 2022 Officers loans payable $ 56,615 $ 79,169 The loans payables are due on demand, are unsecured, and are non-interest bearing. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | NOTE 7 DERIVATIVE LIABILITIES The Company accounts for the embedded conversion features included in its convertible instruments as derivative liabilities. At each measurement date, the fair value of the embedded conversion features was based on the lattice binomial method using the following assumptions: May 31, 2023 August 31, 2022 Effective Exercise price 0.0045 - 0.01 0.003 - 0.0048 Effective Market price .009-.013 0.006 Volatility 40.55-77 % 96 % Risk-free interest 4.74-5.18 % 0.24 % Terms 365 days 365 days Expected dividend rate 0 % 0 % Changes in the derivative liabilities during the nine-month period ended May 31, 2023 is as follows: Balance at August 31, 2022 $ 281,932 Reclassification of liability contracts (33,386 ) Changes in fair value of derivative liabilities 128,697 Balance, May 31, 2023 $ 377,243 |
ACCRUED COMPENSATION
ACCRUED COMPENSATION | 9 Months Ended |
May 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement [Text Block] | NOTE 8 ACCRUED COMPENSATION As of May 31, 2023, and August 31, 2022, the Company owes $1,326,086 and $1,377,136, respectively, in accrued compensation and expenses to certain directors and consultants. The amounts are non-interest bearing. |
COMMON STOCK AND PREFERRED STOC
COMMON STOCK AND PREFERRED STOCK | 9 Months Ended |
May 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | NOTE 9 COMMON STOCK AND PREFERRED STOCK Preferred Stock- Series 1 and 2 The designation of the Preferred Stock- Series 1 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Company’s Preferred Stock- Series is convertible into 53.04 shares of the Company’s common stock, at the holder’s option and with the Company’s acquiescence, and has three votes per share. The designation of the Preferred Stock- Series 2 is as follows: Authorized 2,000,000 shares, par value of $0.001. One share of the Company’s Preferred Stock- Series is convertible into one share of the Company’s common stock, at the holder’s option and with the Company’s acquiescence, and has no voting rights. Common Stock The Authorized Shares were increased to 2,000,000,000 in April 4, 2016. The Company successfully reached an agreement with a holder of convertible debentures aggregating $76,216 in principal and interest and derivative liabilities in consideration of 7,500,000 shares of the Company’s common stock, which generated a loss on extinguishment of debt of $88,784 during February 2023. The Company successfully reached an agreement with a holder of convertible debentures aggregating $85,515 in principal and interest and derivative liabilities in consideration of 30,000,000 shares of the Company’s common stock, which generated a loss on extinguishment of debt of $82,545 during March 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 COMMITMENTS AND CONTINGENCIES Leases The Company leases its facilities under non-cancellable operating leases which are renewable monthly. The leases have monthly base rents. The latest monthly base rent for the Company’s facilities ranges between $279 and $415. Rental expense amounted to $21,822 and $12,805 during the nine-month period ended May 31, 2023 and 2022, respectively. The Company successfully reached an agreement with one its lessors to reduce its liability by $15,435 in April 2023 which was recorded net of its loss on extinguishment of debt during the nine month ending May 31, 2023. Consulting Agreement The annual compensation of Linda Perry amounts to $150,000 for her role as a consultant and as Executive Director for US interface to provide oversight regarding external regulatory reporting requirements. In addition, Ms. Perry is the lead executive for capital funding requirements and business development. The agreement has a rolling three-year term through September 2025. Legal Proceedings From time to time, the Company has become or may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties and an adverse result in those or other matters may arise from time to time that may harm its financial position, or our business and the outcome of these matters cannot be ultimately predicted. |
FOREIGN OPERATIONS
FOREIGN OPERATIONS | 9 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 11 FOREIGN OPERATIONS As of May 31, 2023, a majority of our revenues and assets are associated with subsidiaries located in the United Kingdom. Assets at May 31, 2023 and revenues for the nine-month period ended May 31, 2023 were as follows (unaudited) United States Great Britain Total Revenues $ - $ 221,356 $ 221,356 Total revenues $ - $ 221,356 $ 221,356 Identifiable assets at May 31, 2023 $ 3,955 $ 41,185 $ 45,140 As of May 31, 2022, a majority of our revenues and assets are associated with subsidiaries located in the United Kingdom. Assets at May 31, 2022 and revenues for the nine-month period ended May 31, 2022 were as follows (unaudited) United States Great Britain Total Revenues $ - $ 164,976 $ 164,976 Total revenues $ - $ 164,976 $ 164,976 Identifiable assets at May 31, 2022 $ 7,423 $ 26,771 $ 34,194 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to May 31, 2023 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose with the exception of the following: During June 2023, the Company issued 30,000,000 restricted shares of its common stock to a lender in accordance with the terms of two aged loans payable. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Stylar (DBA Digital Clarity). All significant inter-company transactions are eliminated. The Company has dissolved RTG Ventures (Europe) Limited, a dormant subsidiary during November 2022 and the subsidiary was removed from the United Kingdom Companies House in February 2023. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of May 31, 2023. |
Receivable [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of allowance for doubtful accounts. The Company has a policy of reserving uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. The Company had no allowance for doubtful accounts as of May 31, 2023. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (primarily three to five years). |
Revenue [Policy Text Block] | Revenue Recognition Revenue is recognized upon transfer of control of promised or services to customers in an amount that reflects the consideration we expect to receive in exchange for those services. We enter into contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Nature of Services The Company generally provides its services to companies primarily located in Europe but with international exposure. The Company generally provides its services ratably over the terms of the contract and bills such services at a monthly fixed rate. Some of the services are billed quarterly. The Company’s services are sold without guarantees. Significant Judgments Our contracts with customers sometimes include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine Standalone Selling Price (SSP) for each distinct performance obligation. The Company uses a single amount to estimate SSP for items that are not sold separately, including set-up services, monthly search advertising services, and monthly optimization and management. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Included in these estimates are assumptions about the collection of its accounts receivable, converted amount of cash denominated in a foreign currency, and estimated amounts of cash, the derivative liability could settle, if not in common shares. Actual results could differ from those estimates. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) per common share The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti- dilutive. Such securities have been excluded from the per share computations for the nine months period ended May 31, 2023 and the three and nine-month periods ended May 31, 2022. During the three-month period ended May 31, 2023, the dilutive securities amounted to 84,523,650 shares of common stock and related to convertible notes. The Company intends to settle with the holders of convertible notes to the Company’s benefit as has been historically resolved. |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of May 31, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. During the six-month period ended May 31, 2023 and 2022, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. Accordingly, the Company has recognized a derivative liability in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter and in determining which valuation is most appropriate for the instrument (e.g., Binomial method), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below. Level 1 Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company did not have any Level 2 or Level 3 assets or liabilities as of May 31, 2023, with the exception of its derivative liability which are valued based on Level 3 inputs. Cash is considered to be highly liquid and easily tradable as of May 31, 2023 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. |
Debt, Policy [Policy Text Block] | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Share-Based Payment Arrangement [Policy Text Block] | Stock Based Compensation We account for the grant of stock options and restricted stock awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using either the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Risks The Company’s accounts and receivable as of May 31, 2023 and August 31, 2022 and revenues for the nine-month period ended May 31, 2023 and 2022 are primarily from four customers. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: Estimated Life May 31, 2023 August 31, 2022 Computer and office equipment 3 to 5 years $ 23,920 $ 23,920 Less: Accumulated depreciation (22,500 ) (22,500 ) $ 1,420 $ 1,420 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | May 31, 2023 August 31, 2022 Loans payable $ 2,372,214 $ 1,979,431 May 31, 2023 August 31, 2022 Loans payable short-term $ 2,344,917 $ 1,945,071 Loans payable long-term 27,297 34,360 $ 2,372,214 $ 1,979,431 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2024 $ 2,344,917 2025 11,948 2026 12,708 2027 2,641 $ 2,372,214 |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | May 31, 2023 August 31, 2022 Convertible notes payable $ 517,242 $ 546,571 Unamortized debt discount - - Total $ 517,242 $ 546,571 |
OFFICERS LOANS PAYABLE (Tables)
OFFICERS LOANS PAYABLE (Tables) | 9 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | May 31, 2023 August 31, 2022 Officers loans payable $ 56,615 $ 79,169 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company accounts for the embedded conversion features included in its convertible instruments as derivative liabilities. At each measurement date, the fair value of the embedded conversion features was based on the lattice binomial method using the following assumptions: May 31, 2023 August 31, 2022 Effective Exercise price 0.0045 - 0.01 0.003 - 0.0048 Effective Market price .009-.013 0.006 Volatility 40.55-77 % 96 % Risk-free interest 4.74-5.18 % 0.24 % Terms 365 days 365 days Expected dividend rate 0 % 0 % |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Changes in the derivative liabilities during the nine-month period ended May 31, 2023 is as follows: Balance at August 31, 2022 $ 281,932 Reclassification of liability contracts (33,386 ) Changes in fair value of derivative liabilities 128,697 Balance, May 31, 2023 $ 377,243 |
FOREIGN OPERATIONS (Tables)
FOREIGN OPERATIONS (Tables) | 9 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | United States Great Britain Total Revenues $ - $ 221,356 $ 221,356 Total revenues $ - $ 221,356 $ 221,356 Identifiable assets at May 31, 2023 $ 3,955 $ 41,185 $ 45,140 United States Great Britain Total Revenues $ - $ 164,976 $ 164,976 Total revenues $ - $ 164,976 $ 164,976 Identifiable assets at May 31, 2022 $ 7,423 $ 26,771 $ 34,194 |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN (Details) - USD ($) | 9 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Accounting Policies [Abstract] | ||
Notes Payable | $ 2,900,000 | |
Net Cash Provided by (Used in) Financing Activities | 309,070 | $ 262,239 |
Letters of Credit Outstanding, Amount | 250,000 | |
Equity Raise, Maximum | $ 3,000,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
May 31, 2023 shares | |
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 84,523,650 |
Minimum [Member] | |
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 23,920 | $ 23,920 |
Less: Accumulated depreciation | (22,500) | (22,500) |
Property, Plant and Equipment, Net | $ 1,420 | $ 1,420 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Life | 5 years |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) | May 31, 2023 USD ($) |
LOANS PAYABLE (Details) [Line Items] | |
Interest Payable (in Dollars) | $ 38,531 |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% |
Minimum [Member] | |
LOANS PAYABLE (Details) [Line Items] | |
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 0% |
Debt Instrument, Interest Rate, Stated Percentage | 6% |
Maximum [Member] | |
LOANS PAYABLE (Details) [Line Items] | |
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 12% |
Debt Instrument, Interest Rate, Stated Percentage | 15% |
LOANS PAYABLE (Details) - Sched
LOANS PAYABLE (Details) - Schedule of Debt - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Schedule Of Debt Abstract | ||
Loans payable | $ 2,372,214 | $ 1,979,431 |
Loans payable short-term | 2,344,917 | 1,945,071 |
Loans payable long-term | $ 27,297 | $ 34,360 |
LOANS PAYABLE (Details) - Sch_2
LOANS PAYABLE (Details) - Schedule of Maturities of Long-term Debt | May 31, 2023 USD ($) |
Schedule Of Maturities Of Long Term Debt Abstract | |
2024 | $ 2,344,917 |
2024 | 11,948 |
2025 | 12,708 |
2026 | 2,641 |
$ 2,372,214 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details) | 9 Months Ended |
May 31, 2023 | |
CONVERTIBLE DEBENTURES (Details) [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% |
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible debentures are convertible at ratios varying between 45% and 50% of the closing price at the date of conversion through, at its most favorable terms for the holders, the average of the three lowest closing bids for a period of 5-30 days prior to conversion. |
Minimum [Member] | |
CONVERTIBLE DEBENTURES (Details) [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 6% |
Maximum [Member] | |
CONVERTIBLE DEBENTURES (Details) [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 15% |
CONVERTIBLE DEBENTURES (Detai_2
CONVERTIBLE DEBENTURES (Details) - Convertible Debt - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Convertible Debt Abstract | ||
Convertible notes payable | $ 517,242 | $ 546,571 |
Unamortized debt discount | 0 | 0 |
Total | $ 517,242 | $ 546,571 |
OFFICERS LOANS PAYABLE (Details
OFFICERS LOANS PAYABLE (Details) - Schedule of Related Party Transactions - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Schedule Of Related Party Transactions Abstract | ||
Officers loans payable | $ 56,615 | $ 79,169 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - Fair Value Measurement Inputs and Valuation Techniques | May 31, 2023 $ / shares | Aug. 31, 2022 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Effective Market price (in Dollars per share) | $ 0.006 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 96 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 0.24 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 365 | 365 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 0 | 0 |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Effective Exercise price (in Dollars per share) | $ 0.0045 | $ 0.003 |
Effective Market price (in Dollars per share) | $ 9 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 40.55 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 4.74 | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Effective Exercise price (in Dollars per share) | $ 0.01 | $ 0.0048 |
Effective Market price (in Dollars per share) | $ 13 | |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 77 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Input | 5.18 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | 9 Months Ended |
May 31, 2023 USD ($) | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation Abstract | |
Balance | $ 281,932 |
Reclassification of liability contracts | (33,386) |
Changes in fair value of derivative liabilities | 128,697 |
Balance | $ 377,243 |
ACCRUED COMPENSATION (Details)
ACCRUED COMPENSATION (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Employee-related Liabilities, Current | $ 1,326,086 | $ 1,377,136 |
COMMON STOCK AND PREFERRED ST_2
COMMON STOCK AND PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2023 | Feb. 28, 2023 | Mar. 31, 2022 | May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | Apr. 04, 2016 | |
COMMON STOCK AND PREFERRED STOCK (Details) [Line Items] | |||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 76,216 | $ 85,515 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,500,000 | 30,000,000 | |||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 15,435 | $ (88,784) | $ 82,545 | $ 15,375 | $ (82,485) | $ (73,349) | $ (82,845) | ||
Preferred Stock, Series 1 [Member] | |||||||||
COMMON STOCK AND PREFERRED STOCK (Details) [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 53.04 | 53.04 | |||||||
Preferred Stock, Voting Rights | three votes per share | ||||||||
Preferred Stock ,Series 2 [Member] | |||||||||
COMMON STOCK AND PREFERRED STOCK (Details) [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||||
Preferred Stock, Voting Rights | no voting rights |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2023 | Feb. 28, 2023 | Mar. 31, 2022 | May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Operating Lease, Expense | $ 21,822 | $ 12,805 | |||||
Gain (Loss) on Extinguishment of Debt | $ 15,435 | $ (88,784) | $ 82,545 | $ 15,375 | $ (82,485) | (73,349) | $ (82,845) |
Consulting Agreement, Annual Amount | 150,000 | ||||||
Minimum [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Operating Lease, Expense | 279 | ||||||
Maximum [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Operating Lease, Expense | $ 415 |
FOREIGN OPERATIONS (Details) -
FOREIGN OPERATIONS (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 221,356 | $ 164,976 | |||
Total revenues | $ 98,496 | $ 68,130 | 221,356 | 164,976 | |
Identifiable assets | 45,140 | 34,194 | 45,140 | 34,194 | $ 31,637 |
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | |||
Total revenues | 0 | 0 | |||
Identifiable assets | 3,955 | 7,423 | 3,955 | 7,423 | |
UNITED KINGDOM | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 221,356 | 164,976 | |||
Total revenues | 221,356 | 164,976 | |||
Identifiable assets | $ 41,185 | $ 26,771 | $ 41,185 | $ 26,771 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended |
Jun. 30, 2023 shares | |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Stock Issued During Period, Shares, New Issues | 30,000,000 |