Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 14, 2017 | Dec. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | PetLife Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1,354,591 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2017 | ||
Amendment Flag | false | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,595,945 | ||
Entity Common Stock, Shares Outstanding | 73,966,195 | ||
Trading Symbol | PTLF | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash | $ 54,254 | $ 1,172 |
Prepaid | 750 | |
Total current assets | 55,004 | 1,172 |
Total assets | 55,004 | 1,172 |
Current liabilities | ||
Convertible notes payable, net of discounts | 57,318 | |
Note payable | 312,000 | |
Notes payable to related parties | 336,358 | 153,011 |
Due to shareholder | 10,000 | 10,000 |
Loan from officer | 11,500 | |
Accounts payable | 307,478 | 374,047 |
Accounts payable to related parties | 70,000 | 383,974 |
Accrued expenses | 223,897 | |
Accrued expenses to related parties | 5,526 | |
Derivative liabilities | 102,377 | |
Stock payable | 2,315,000 | |
Total current liabilities | 1,436,454 | 3,236,032 |
Total liabilities | 1,436,454 | 3,236,032 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 3,250,000 and 0 shares issued and outstanding at August 31, 2017 and 2016, respectively | 3,250 | |
Common stock, $0.001 par value, 750,000,000 shares authorized, 73,842,320 and 8,399,422 shares issued, issuable, and outstanding at August 31, 2017 and 2016, respectively | 73,842 | 8,400 |
Additional paid-in capital | 28,929,638 | 3,888,070 |
Accumulated deficit | (30,388,180) | (7,131,330) |
Total stockholders' deficit | (1,381,450) | (3,234,860) |
Total liabilities and stockholders' deficit | $ 55,004 | $ 1,172 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 3,250,000 | 0 |
Preferred stock, shares outstanding | 3,250,000 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 73,842,320 | 8,399,422 |
Common stock, shares outstanding | 73,842,320 | 8,399,422 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue, net | ||
Operating expenses | ||
General and administrative | 1,272,554 | 2,950,666 |
Impairment | 270,000 | |
Stock-based compensation | 21,112,825 | 736,374 |
Operating loss | (22,655,379) | (3,687,040) |
Other income (expense) | ||
Interest expense | (383,729) | |
Loss on settlement of debt | (211,600) | |
Other expense | (6,142) | |
Net loss | $ (23,256,850) | $ (3,687,040) |
Net loss per share - basic and diluted | $ (0.33) | $ (0.40) |
Weighted average number of shares outstanding - basic and diluted | 68,805,018 | 9,124,246 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock Issuable [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2015 | $ 11,707 | $ 3,067,456 | $ (3,444,290) | $ (365,127) | ||
Balance, shares at Jun. 30, 2015 | 11,706,431 | |||||
Shares returned to treasury | $ (3,538) | 3,538 | ||||
Shares returned to treasury, shares | (3,538,249) | |||||
Issuance of options for common stock | 736,374 | 736,374 | ||||
Issuance of common stock for debt | $ 231 | 80,702 | 80,933 | |||
Issuance of common stock for debt, shares | 231,240 | |||||
Net loss | (3,687,040) | (3,687,040) | ||||
Balance at Aug. 31, 2016 | $ 8,400 | 3,888,070 | (7,131,330) | (3,234,860) | ||
Balance, shares at Aug. 31, 2016 | 8,399,422 | |||||
Issuance of common stock for debt | $ 5,000 | 620,000 | 625,000 | |||
Issuance of common stock for debt, shares | 5,000,000 | |||||
Common stock for services | $ 16,468 | $ 42,451 | 23,508,517 | $ 23,567,435 | ||
Common stock for services, shares | 16,468,308 | 42,450,590 | 150,000 | |||
Common stock issued in connection with debt | $ 250 | 149,750 | ||||
Common stock issued in connection with debt, Shares | 250,000 | |||||
Notes payable converted into common stock | $ 2,899 | 352,101 | $ 355,000 | |||
Notes payable converted into common stock, shares | 2,899,000 | |||||
Conversion of common stock into preferred stock | $ 3,250 | $ (3,250) | 121,875 | 121,875 | ||
Conversion of common stock into preferred stock, shares | 3,250,000 | (3,250,000) | ||||
Common stock for assets | $ 1,000 | $ 500 | 268,500 | 270,000 | ||
Common stock for assets, shares | 1,000,000 | 500,000 | ||||
Common stock for financing fees | $ 125 | 20,825 | 20,950 | |||
Common stock for financing fees, shares | 125,000 | |||||
Net loss | (23,256,850) | (23,256,850) | ||||
Balance at Aug. 31, 2017 | $ 3,250 | $ 25,742 | $ 48,100 | $ 28,929,638 | $ (30,388,180) | $ (1,381,450) |
Balance, shares at Aug. 31, 2017 | 3,250,000 | 25,742,308 | 48,100,012 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (23,256,850) | $ (3,687,040) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Impairment | 270,000 | 600 |
Amortization of debt discount | 8,652 | |
Bad debt | 4,800 | |
Common stock issued for inducement of conversion of debt | 162,500 | |
Common stock for notes payable | 170,950 | |
Common stock issued for inducement of accrued expenses | 325,000 | |
Stock compensation | 21,344,979 | 736,374 |
Loss on settlement | 211,600 | |
Change in derivative liability | (8,627) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10,250 | |
Accounts payable and accrued expenses | 451,076 | 56,120 |
Accounts payable and accrued expenses to related parties | (8,448) | 422,307 |
Stock payable | 2,315,000 | |
Net cash used in operating activities | (318,918) | (151,839) |
Cash flows from financing activities: | ||
Proceeds from convertible note payable | 220,500 | |
Proceeds from loan from officer | 36,330 | 153,011 |
Payments on loan from officer | (24,830) | |
Proceeds from notes payable | 150,000 | |
Payments on note payable | (10,000) | |
Net cash provided by financing activities | 372,000 | 153,011 |
Net increase in cash | 53,082 | 1,172 |
Cash at beginning of period | 1,172 | |
Cash at end of period | 54,254 | 1,172 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Common stock returned to treasury and cancelled | 21,583 | |
Expenses paid directly by related party | 183,346 | |
Common stock for accounts payable | 300,000 | 80,933 |
Common stock returned to treasury and cancelled | 3,538 | |
Conversion of notes payable into common stock | 192,500 | |
Common stock issued for purchase of asset | 270,000 | |
Common stock converted into preferred stock | $ 3,250,000 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization PetLife Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “PetLife”) was incorporated in the State of Nevada on April 5, 2002 as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name to Vault Technology, Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to “Modern Renewable Technologies, Inc. (“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014, we completed the closing of the Share Exchange Agreement and the acquisition of PetLife and changed our name to PetLife Pharmaceuticals, Inc. On July 20, 2016, PetLife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the PetLife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of PetLife’s common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. On April 19, 2017, the Company organized in the State of Maryland a wholly-owned subsidiary, Dr. Geoff’s by PetLife, Inc. (“Dr. Geoff’s by PetLife”), to operate the Company’s pet food division. See Note 2. Nature of Operations PetLife is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven medication and nutraceuticals, Vitalzul™, to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis. The Company will also introduce a line of natural pet food and other complementary products. Basis of Presentation The Company prepares its consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. 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. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site and fixed assets, and valuation of share-based payments. Principles of Consolidation The consolidated financial statements include the accounts of PetLife and its wholly-owned subsidiary, Dr. Geoff’s by PetLife. All significant inter-company balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Property, Equipment and Depreciation Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. Intangible Assets On May 10, 2017, the Company acquired certain intangible assets from Healthy Life Pets, LLC (“Healthy Life Pets”), which included the intellectual property of Healthy Life Pets’ product line, including the trademarked brand, “Dr. Geoff’s Real Pet Food.” The purchase price of the assets was 1,500,000 shares of common stock of the Company, 500,000 of which were issued at execution, with the remaining 1,000,000 shares of common stock vesting over two years. The Company has valued the assets at the value of the 1,500,000 shares of common stock issued, or $270,000 of which $252,085 are intangible assets. The Company has yet to commercially use the intellectual property as of the date of this report. The Company impaired the assets acquired during the year ended August 31, 2017. Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be 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 undiscounted 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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Revenue Recognition The Company recognizes revenue for our services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has no revenue streams at this time. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. Income Taxes The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of August 31, 2017, tax years 2012 - 2016 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. Company adopted ASC 740-10, “ Net Earnings (Loss) Per Share In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period. Reclassifications For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss. Effect of Recent Accounting Pronouncements The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these audited financial statements that were considered significant by management were evaluated for the potential effect on these audited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these audited financial statements as presented and does not anticipate the need for any future restatement of these audited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to August 31, 2017 through the date these audited financial statements were issued. In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company does not expect the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect the ASU to have a material effect on the Company’s results of operations, and the ASU will have no effect on cash flows. |
Definitive Agreements
Definitive Agreements | 12 Months Ended |
Aug. 31, 2017 | |
Definitive Agreements | |
Definitive Agreements | NOTE 2 – DEFINITIVE AGREEMENTS On May 10, 2017, Dr. Geoff’s by PetLife, a subsidiary of PetLife, entered into an asset purchase agreement and a supply agreement with Healthy Life Pets, LLC (“Healthy Life Pets”) to acquire certain assets, including the intellectual property of Healthy Life Pets’ product line, including the trademarked brand, “Dr. Geoff’s Real Pet Food,” and to purchase product for a period of time from Healthy Life Pets. The purchase price of the assets was 1,500,000 shares of common stock of the Company, 500,000 of which were issued at execution, with the remaining 1,000,000 shares of common stock vesting over two years. All shares of Company common stock to be issued pursuant to these agreements are subject to restrictions on resale pursuant to a leak out agreement. In connection with the agreement, the Company recorded $17,915 of inventory and $252,085 of intangible assets for the issuance of common stock. The inventory and intangible assets were impaired during the year ended August 31, 2017. |
Going Concern
Going Concern | 12 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The Company has a net loss for the year ended August 31, 2017 of $23,655,379 and negative working capital as of August 31, 2017 of $1,381,450, and has used cash in operations of $318,918 for the year ended August 31, 2017. In addition, as of August 31, 2017, the Company had a stockholders’ deficit and accumulated deficit of $1,381,450 and $30,388,180, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. |
Notes Payable
Notes Payable | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 – NOTES PAYABLE The Company has notes payable as of August 31, 2017 and 2016 are as follows: Notes payable and August 31, 2017 August 31, 2016 convertible notes payable Debt Debt Principal Discount OID Principal Principal Discount Principal Shelton Davis (1) $ 25,000 $ - $ - $ 25,000 $ - $ - $ - Steven Sass (1) 25,000 - - 25,000 - - - Alkmini Anastasiadou 312,000 - - 312,000 - - - Luke Hoppel (1) 75,000 (59,697 ) (18,331 ) (3,028 ) - - - PowerUp (1) 53,000 (42,654 ) - 10,346 - - - $ 490,000 $ (102,351 ) $ (18,331 ) $ 369,318 $ - $ - $ - (1) Convertible On July 27, 2016, the Company executed a convertible promissory note with Shelton Avery Davis, as part of a private offering, for $25,000. The note has a maturity date of July 27, 2017 and bears interest of 10% which accrues. The note converts into common stock at $0.25 per share. As of August 31, 2017, $2,500 of interest has been accrued. On July 27, 2017, the note was extended to July 27, 2018. On September 30, 2016, the Company executed a convertible promissory note with William Bodenheimer III (“Bodenheimer”), as part of a private offering, for $30,000. The note has a maturity date of September 30, 2017 and bears interest of 10% which accrues. The note converts into common stock at $0.25 per share. On July 22, 2017, Bodenheimer and the Company agreed to convert the principal and accrued interest into 266,000 shares of common stock. The common shares have not been issued as of August 31, 2017. On October 4, 2016, the Company executed a convertible promissory note with Peter Sherman (“Sherman”), as part of a private offering, for $12,500. The note has a maturity date of October 4, 2017 and bears interest of 10% which accrues. The note converts into common stock at $0.25 per share. On July 22, 2016, Sherman and the Company agreed to convert the principal and accrued interest into 133,000 shares of common stock. The common shares have not been issued as of August 31, 2017. On December 8, 2016, the Company executed a convertible promissory note with Steven Sass, as part of a private offering, for $25,000. The note has a maturity date of December 8, 2017 and bears interest of 10% which accrues. The note converts into common stock $0.25 per share. As of August 31, 2017, $1,829 of interest has been accrued. On July 18, 2017, the Company executed a convertible promissory note with Luke Hoppel for $75,000. The note has a maturity date of July 18, 2018 and bears interest of 8% which accrues. As of August 31, 2017, $740 of interest has been accrued. The note is convertible at 60% of the average of the three lowest daily traded prices during the 25 consecutive trading days immediately preceding the applicable conversion date. On August 28, 2017, the Company executed a convertible promissory note with PowerUp for $53,000. The note has a maturity date of May 30, 2018 and bears interest of 12% which accrues. As of August 31, 2017, $70 of interest has been accrued. The note is convertible at 58% of the average of the three lowest daily traded prices during the 10 consecutive trading days immediately preceding the applicable conversion date. Note payable On May 15, 2017, the Company entered into a settlement agreement with Arthur G. Mikaelian, et al (see Note 7 for all parties, the “Settlement Agreement”). Mikaelian had a financial obligation to Alkmini Anastasiadou (“Anastasiadou”), which was unrelated to the Company. As part of the Settlement Agreement, the Company would assume the debt of Mikaelian to Anastasiadou, as settlement between them, of $322,000, in a promissory note (the “Anastasiadou Note”). The terms of the Anastasiadou Note are 3% interest, with installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017. As of August 31, 2017, the balance of the note was $312,000 and the accrued interest was $2,858. In connection with the settlement, the Company issued $322,000 in notes payable, reversed accounts payable of $110,400 and recorded a loss of $211,600. The Company has notes payable to related parties, net of discounts, as of August 31, 2017 and August 31, 2016, as follows: August 31, 2017 August 31, 2016 Notes payable to related parties, net of discounts Principal Debt Discount OID Principal Principal Debt Discount Principal Ralph Salvagno $ 153,011 $ - $ - $ 153,011 $ 153,011 $ - $ 153,011 Ralph Salvagno 59,852 - - 59,852 - - - Ralph Salvagno 24,830 - - 24,830 - - - Ralph Salvagno 98,664 - - 98,664 - - - $ 336,357 $ - $ - $ 336,357 $ 153,011 $ - $ 153,011 On August 31, 2016, the Company executed a promissory note with Ralph Salvagno (“Salvagno”), the Company’s CEO and Director, for $153,011. The note is due on demand and bears interest at 2% per annum which accrues. As of August 31, 2017, $3,060 of interest has been accrued. See Note 5. On October 25, 2016, the Company executed a promissory note with Dreadnought 1906, Inc., which is controlled by Vyvyan Campbell (“Campbell”), the Company’s Director, for $150,000. The note matures on November 1, 2017 and bears interest at 10% per annum which accrues. As an incentive for the issuance of the note, 250,000 shares of common stock were issued and recorded as a debt discount. The shares were valued at $150,000 for the debt discount. On August 26, 2017, Campbell and the Company agreed on a conversion for the principal and accrued interest to be converted into 2,500,000 shares of common stock. See Note 5. The common shares have not been issued as of August 31, 2017. On January 14, 2017, the Company executed a promissory note with Salvagno for $59,852. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of August 31, 2017, $1,509 of interest has been accrued. See Note 5. On March 18, 2017, the Company executed a promissory note with Salvagno for $24,830. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of August 31, 2017, $454 of interest has been accrued. See Note 5. On May 31, 2017, the Company executed a promissory note with Salvagno for $98,664. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of August 31, 2017, $503 of interest has been accrued. See Note 5. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS During the year ended August 31, 2015, we received $10,000 from a shareholder advance which is unsecured, non-interest bearing, and due on demand. As of August 31, 2017, $10,000 remains outstanding. As of August 31, 2017, the Company has a loan from an officer of $11,500. The loan is unsecured, non-interest bearing, and due on demand. As of August 31, 2017, and 2016, there are related party accounts payable and accrued expenses of $75,526 and $383,974, respectively, related to payments, consulting services and accrued interest. On August 31, 2016, the Company executed a promissory note with Salvagno, the Company’s CEO and Director, for $153,011. The note is due on demand and bears interest at 2% per annum which accrues. As of August 31, 2017, $3,060 of interest has been accrued. See Note 4. On October 25, 2016, the Company executed a promissory note with Dreadnought 1906, Inc., which is controlled by Vyvyan Campbell (“Campbell”), the Company’s Director, for $150,000. The note matures on November 1, 2017 and bears interest at 10% per annum which accrues. As an incentive for the issuance of the note, 250,000 shares of common stock were issued and recorded as a debt discount. The shares were valued at $150,000 for the debt discount. On August 26, 2017, Campbell and the Company agreed on a conversion for the principal and accrued interest to be converted into 2,500,000 shares of common stock. See Note 4. The common shares have not been issued as of August 31, 2017. On January 14, 2017, the Company executed a promissory note with Salvagno for $59,852. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum and accrues monthly. As of August 31, 2017, $1,509 of interest has been accrued. See Note 4. On March 18, 2017, the Company executed a promissory note with Salvagno for $24,830. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of August 31, 2017, $454 of interest has been accrued. See Note 4. On May 31, 2017, the Company executed a promissory note with Salvagno for $98,664. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of August 31, 2017, $503 of interest has been accrued. See Note 4. During the year ended August 31, 2017, the Company has issued or is contractually obligated to issue, 40,000 shares of common stock for board advisory services valued at $13,000 of which $13,000 has been recorded as stock-based compensation. In February 2017, the Company entered into a consulting agreement for a spokesman for the PetLife pet foods division. The agreement is through January 2020. The Company issued 1,000,000 shares of restricted common stock which 27,778 shares of common stock vest every month. The shares of common stock were valued at $160,000 and $31,111 was recorded as stock-based compensation for the year ended August 31, 2017. The Company will record the remaining $128,889 over the service period or through January 2020. During the year ended August 31, 2017, the Company exchanged 3,250,000 common shares owned by officers and directors for 3,250,000 Series A Preferred shares and valued the transaction at $121,875. The Series A Preferred Stock have voting rights of 1,000 votes for each share of Series A Preferred Stock. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6 - STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001 per share. Each share of preferred stock is convertible into common stock on a one-for-one basis. As of August 31, 2017, there are 3,250,000 shares of preferred stock issuable, and outstanding. During the year ended August 31, 2017, the Company exchanged 3,250,000 common shares owned by officers and directors for 3,250,000 Series A Preferred shares and valued the transaction at $121,875. The Series A Preferred Stock have voting rights of 1,000 votes for each share of Series A Preferred Stock. The Corporation will pay dividends or distributions equal to the amount of dividends or distributions per share of Common Stock if and when declared. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Corporation's Preferred Stock entitled, by reason of their ownership of Preferred Stock, receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Stock and Common Stock. Common Stock The Company was authorized to issue up to 750,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights. On May 10, 2017, the Company issued 500,000 shares of common stock and will issue a 1,000,000 shares of common stock for the acquisition of certain assets from Healthy Life Pets, LLC. The shares were valued at $270,000. See Note 2. During the year ended August 31, 2017, the Company has issued or is contractually obligated to issue, 58,918,898 common shares for services valued at $24,310,040, of which $23,703,234 has been recorded as stock-based compensation. The Company will amortize $606,806 over the remaining service period. During the year ended August 31, 2017, the Company issued 250,000 common shares to a shareholder for debt valued at $150,000. The Company recorded the $150,000 in interest expense during the year ended August 31, 2017. During the year ended August 31, 2017, the Company issued 2,500,000 common shares to a shareholder for the conversion of debt valued at $150,000. The Company recorded $162,500 in interest expense for the inducement during the year ended August 31, 2017. During the year ended August 31, 2017, the Company issued 399,000 common shares to a shareholder for the conversion of debt valued at $42,500. During the year ended August 31, 2017, the Company issued 5,000,000 common shares to a shareholder for the settlement of accrued expenses of $300,000. The Company valued the common stock at $625,000 and recorded $325,000 in stock compensation for the settlement during the year ended August 31, 2017. During the year ended August 31, 2017, the Company issued 125,000 common shares valued at $20,950 to a shareholder for debt of $75,000. The Company recorded the $20,950 in interest expense during the year ended August 31, 2017. Employment Agreements Included in the above paragraph, in January 2017, the Company entered into an employment agreement with our Vice-President of marketing. The agreement is through February 2019. The Company will pay $6,300 per month and 1,500,000 shares of restricted common stock which 100,000 vest immediately and 350,000 common shares vest every six months. The common shares were valued at $240,000 and $56,000 was recorded as stock compensation for the year ended August 31, 2017. The Company terminated the agreement effective August 31, 2017. The Company is obligated to issue 350,000 common shares in connection with the agreement. Included in the above paragraph, in January 2017, the Company entered into an employment agreement with the President of the pet foods division. The agreement is through December 2018. The Company will pay $12,500 per month and 3,000,000 shares of restricted common stock which 350,000 common shares vest every three months. The common shares were valued at $600,000 and $150,000 was recorded as stock compensation for the year ended August 31, 2017. The Company will record the remaining $450,000 over the service period or through December 2018. The Company is obligated to issue 150,000 common shares in connection with the agreement. The Company terminated all employment agreements as of August 31, 2017. The Company, upon sufficient additional funding, will renegotiate employment agreements accordingly. Stock Option Plan On June 9, 2016, the Board of Directors approved the 2016 Stock Option Plan which reserved 20,000,000 shares of common stock. The Company has granted options to an employee and to a consultant. Options activity for the year ended August 31, 2017 is as follows: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Terms Value Outstanding at August 31, 2016 4,000,000 $ 0.25 Granted - $ - Exercised - $ - Forfeited - $ - Expired - $ - Outstanding at August 31, 2017 4,000,000 $ 0.25 1.77 $ 369,200 Exercisable at August 31, 2017 4,000,000 $ 0.25 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this report, there were no pending or threatened lawsuits. The Company entered into a settlement agreement as follows: On May 15, 2017, the Company entered into a settlement agreement with Arthur G. Mikaelian (a/k/a Arthur Grant Mikaelian, Artur Mikaelian, collectively, “Mikaelian”), the Irrevocable de Fidecomison Confianza General De Familiar Artur Mikaelian (the “Mikaelian Trust”), Artur Mikaelian, Jr., Tigran Mikaelian, Grant Mikaelian, Armani Minasyan, Medolife Corp. (“Medolife”), and Alkmini Anastasiadou (“Anastasiadou”). Mikaelian, a former officer of the Company, the other parties, and the Company finalized a settlement to sever all ties between the Company and all other parties (the “Settlement Agreement”). Mikaelian had a financial obligation to Anastasiadou, which was unrelated to the Company. The Settlement Agreement provided the following: a) full release between all parties, b) all common stock of the Company held by all parties, excluding Anastasiadou (as they did not hold any common stock of the Company) would be returned to the Company as treasury stock (the “Treasury Stock”), and c) the Company would assume the debt of Mikaelian to Anastasiadou, as settlement between them, of $322,000, in a promissory note (the “Anastasiadou Note”). The Treasury Stock would be held in escrow until the Anastasiadou Note is paid in full by the Company, which then would be retired by the Company. The Treasury Stock is 4,794,000 shares which, as of August 31, 2017, constitutes 7.25% of the outstanding common stock of the Company. The terms of the Anastasiadou Note are 3% interest, with installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017. See Note 4. Lease Commitment On February 1, 2016, the Company entered into a lease space effective June 1, 2016 through May 30, 2018. Lease payments of $750 per month payable in advance on the first day of each month for total lease payments of $18,000. Future minimum lease payments are as follows: 2018 $ 6,750 2019 - 2020 - 2021 - 2022 - Future - Total $ 6,750 Rent expense for the years ended August 31, 2017 and 2016 was $9,000 and $23,825, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Aug. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 8 – CONCENTRATIONS Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. The Company places its temporary cash investments with financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) for the United States. No amounts exceeded federally insured limits as of August 31, 2017. There have been no losses in these accounts through August 31, 2017. Concentration of Intellectual Property The Company owns or has filed for the trademarks “Dr. Geoff’s Real Pet Food” as filed with the United States Patent and Trademark Office. |
Income Tax
Income Tax | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 9 – INCOME TAX The Company follows ASC 740-10-50 “Accounting for Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. The provision for refundable federal income tax consists of the following for the years ending: For the Years Ended August 31, 2017 2016 Tax expense (benefit) at the statutory rate Federal $ (7,907,000 ) $ (1,254,000 ) Change in valuation allowance 7,907,000 1,254,000 Total $ - $ - The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: August 31, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 10,332,000 $ 2,425,000 Less: Deferred tax asset valuation allowance (10,332,000 ) (2,425,000 ) Total net deferred taxes $ - $ - At August 31, 2017, the Company had an unused net operating loss carry-forward approximating $10,332,000 that is available to offset future taxable income; the loss carry-forward will start to expire in 2037. |
Derivatives
Derivatives | 12 Months Ended |
Aug. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 10 – DERIVATIVES Embedded Conversion Option Derivatives Due to the conversion terms of certain promissory notes, the embedded conversion options met the criteria to be bifurcated and presented as derivative liabilities. The Company calculated the estimated fair values of the liabilities for embedded conversion option derivative instruments at the original note inception date and as of August 31, 2017 using the Black-Scholes option pricing model using the share prices of the Company’s stock on the dates of valuation and using the following ranges for volatility, expected term and the risk-free interest rate at each respective valuation date, no dividend has been assumed for any of the periods: Note Inception Date August 31, 2017 Volatility 313% - 350 % 291 % Expected Term 0.75 – 0.88 years 0.33 - 0.88 years Risk Free Interest Rate 1.07% - 1.19 % 1.23 % The following reflects the initial fair value on the note inception date and changes in fair value through August 31, 2017: Note inception date fair value allocated to debt discount $ 111,004 Change in fair value in 2017 (8,627 ) Embedded conversion option derivative liability fair value on August 31, 2017 $ 102,377 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. On November 6, 2017, the Company entered into a convertible promissory note for $135,000 with Auctus Fund, LLC (“Auctus”). The note matures on August 6, 2018 and bears interest of 12%. The conversion feature provides for a discount of 40%. The Company has to issue 123,875 shares of common stock to Auctus which were an inducement for the financing. |
Nature of Operations and Summ18
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization PetLife Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “PetLife”) was incorporated in the State of Nevada on April 5, 2002 as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name to Vault Technology, Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to “Modern Renewable Technologies, Inc. (“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014, we completed the closing of the Share Exchange Agreement and the acquisition of PetLife and changed our name to PetLife Pharmaceuticals, Inc. On July 20, 2016, PetLife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the PetLife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of PetLife’s common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. On April 19, 2017, the Company organized in the State of Maryland a wholly-owned subsidiary, Dr. Geoff’s by PetLife, Inc. (“Dr. Geoff’s by PetLife”), to operate the Company’s pet food division. See Note 2. |
Nature of Operations | Nature of Operations PetLife is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven medication and nutraceuticals, Vitalzul™, to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis. The Company will also introduce a line of natural pet food and other complementary products. |
Basis of Presentation | Basis of Presentation The Company prepares its consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. |
Use of Estimates | 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. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site and fixed assets, and valuation of share-based payments. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of PetLife and its wholly-owned subsidiary, Dr. Geoff’s by PetLife. All significant inter-company balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Property, Equipment and Depreciation | Property, Equipment and Depreciation Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. |
Intangible Assets | Intangible Assets On May 10, 2017, the Company acquired certain intangible assets from Healthy Life Pets, LLC (“Healthy Life Pets”), which included the intellectual property of Healthy Life Pets’ product line, including the trademarked brand, “Dr. Geoff’s Real Pet Food.” The purchase price of the assets was 1,500,000 shares of common stock of the Company, 500,000 of which were issued at execution, with the remaining 1,000,000 shares of common stock vesting over two years. The Company has valued the assets at the value of the 1,500,000 shares of common stock issued, or $270,000 of which $252,085 are intangible assets. The Company has yet to commercially use the intellectual property as of the date of this report. The Company impaired the assets acquired during the year ended August 31, 2017. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be 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 undiscounted 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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue for our services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has no revenue streams at this time. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. |
Income Taxes | Income Taxes The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of August 31, 2017, tax years 2012 - 2016 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. Company adopted ASC 740-10, “ |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period. |
Reclassifications | Reclassifications For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these audited financial statements that were considered significant by management were evaluated for the potential effect on these audited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these audited financial statements as presented and does not anticipate the need for any future restatement of these audited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to August 31, 2017 through the date these audited financial statements were issued. In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company does not expect the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect the ASU to have a material effect on the Company’s results of operations, and the ASU will have no effect on cash flows. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has notes payable as of August 31, 2017 and 2016 are as follows: Notes payable and August 31, 2017 August 31, 2016 convertible notes payable Debt Debt Principal Discount OID Principal Principal Discount Principal Shelton Davis (1) $ 25,000 $ - $ - $ 25,000 $ - $ - $ - Steven Sass (1) 25,000 - - 25,000 - - - Alkmini Anastasiadou 312,000 - - 312,000 - - - Luke Hoppel (1) 75,000 (59,697 ) (18,331 ) (3,028 ) - - - PowerUp (1) 53,000 (42,654 ) - 10,346 - - - $ 490,000 $ (102,351 ) $ (18,331 ) $ 369,318 $ - $ - $ - (1) Convertible |
Schedule of Notes Payable Related Parties | The Company has notes payable to related parties, net of discounts, as of August 31, 2017 and August 31, 2016, as follows: August 31, 2017 August 31, 2016 Notes payable to related parties, net of discounts Principal Debt Discount OID Principal Principal Debt Discount Principal Ralph Salvagno $ 153,011 $ - $ - $ 153,011 $ 153,011 $ - $ 153,011 Ralph Salvagno 59,852 - - 59,852 - - - Ralph Salvagno 24,830 - - 24,830 - - - Ralph Salvagno 98,664 - - 98,664 - - - $ 336,357 $ - $ - $ 336,357 $ 153,011 $ - $ 153,011 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
Schedule of Option Activity | The Company has granted options to an employee and to a consultant. Options activity for the year ended August 31, 2017 is as follows: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Terms Value Outstanding at August 31, 2016 4,000,000 $ 0.25 Granted - $ - Exercised - $ - Forfeited - $ - Expired - $ - Outstanding at August 31, 2017 4,000,000 $ 0.25 1.77 $ 369,200 Exercisable at August 31, 2017 4,000,000 $ 0.25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments are as follows: 2018 $ 6,750 2019 - 2020 - 2021 - 2022 - Future - Total $ 6,750 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Refundable Federal Income Tax | The provision for refundable federal income tax consists of the following for the years ending: For the Years Ended August 31, 2017 2016 Tax expense (benefit) at the statutory rate Federal $ (7,907,000 ) $ (1,254,000 ) Change in valuation allowance 7,907,000 1,254,000 Total $ - $ - |
Schedule of Deferred Tax Asset | The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: August 31, 2017 2016 Deferred tax assets: Net operating loss carryforward $ 10,332,000 $ 2,425,000 Less: Deferred tax asset valuation allowance (10,332,000 ) (2,425,000 ) Total net deferred taxes $ - $ - |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Liabilities | The Company calculated the estimated fair values of the liabilities for embedded conversion option derivative instruments at the original note inception date and as of August 31, 2017 using the Black-Scholes option pricing model using the share prices of the Company’s stock on the dates of valuation and using the following ranges for volatility, expected term and the risk-free interest rate at each respective valuation date, no dividend has been assumed for any of the periods: Note Inception Date August 31, 2017 Volatility 313% - 350 % 291 % Expected Term 0.75 – 0.88 years 0.33 - 0.88 years Risk Free Interest Rate 1.07% - 1.19 % 1.23 % |
Schedule of Initial Fair Value of Note Inception | The following reflects the initial fair value on the note inception date and changes in fair value through August 31, 2017: Note inception date fair value allocated to debt discount $ 111,004 Change in fair value in 2017 (8,627 ) Embedded conversion option derivative liability fair value on August 31, 2017 $ 102,377 |
Nature of Operations and Summ24
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 10, 2017 | Jul. 20, 2016 | Jun. 26, 2014 | Aug. 31, 2017 |
Number of common stock shares issued | 150,000 | |||
Number of shares issued during period, value | $ 20,950 | |||
Income tax percentage description | more than 50 percent | |||
Computer Equipment [Member] | ||||
Property and equipment estimated useful lives | 3 years | |||
Office Furniture and Fixtures [Member] | ||||
Property and equipment estimated useful lives | 5 years | |||
PetLife Merger Subsidiary, Inc [Member] | ||||
Reverse merger exchange description | 1 for 5 reverse exchange | |||
Healthy Life Pets, LLC [Member] | Asset Purchase Agreement and Supply Agreement [Member] | ||||
Number of common stock shares of purchase assets | 1,500,000 | |||
Number of common stock shares issued | 500,000 | |||
Remaining shares of common stock | 1,000,000 | |||
Common stock vesting period | 2 years | |||
Number of shares issued during period | 1,500,000 | |||
Number of shares issued during period, value | $ 270,000 | |||
Intangible assets | $ 252,085 | |||
Eco Ventures Group, Inc [Member] | ||||
Number of common stock shares exchanges for shares | 15 |
Definitive Agreements (Details
Definitive Agreements (Details Narrative) - USD ($) | May 10, 2017 | Aug. 31, 2017 |
Number of common stock shares issued | 150,000 | |
Inventory | $ 17,915 | |
Intangible assets for issuance of common stock | $ 252,085 | |
Asset Purchase Agreement and Supply Agreement [Member] | Healthy Life Pets, LLC [Member] | ||
Number of common stock shares of purchase assets | 1,500,000 | |
Number of common stock shares issued | 500,000 | |
Remaining shares of common stock | 1,000,000 | |
Common stock vesting period | 2 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | 14 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 23,256,850 | $ 3,687,040 | $ 3,687,040 | |
Working capital deficit | 1,381,450 | |||
Net cash in operations | 318,918 | 151,839 | ||
Stockholders' deficit | 1,381,450 | 3,234,860 | 3,234,860 | $ 365,127 |
Accumulated deficit | $ 30,388,180 | $ 7,131,330 | $ 7,131,330 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Aug. 28, 2017USD ($)Integer | Aug. 26, 2017shares | Jul. 27, 2017 | Jul. 22, 2017shares | Jul. 18, 2017USD ($)Integer | May 15, 2017USD ($) | Dec. 08, 2016USD ($)$ / shares | Oct. 25, 2016USD ($)shares | Oct. 04, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Jul. 27, 2016USD ($)$ / shares | Jul. 22, 2016shares | Aug. 31, 2017USD ($) | Aug. 31, 2016USD ($) | May 31, 2017USD ($) | Mar. 18, 2017USD ($) | Jan. 14, 2017USD ($) |
Accrued interest | $ 3,060 | ||||||||||||||||
Debt discount amortized | 8,652 | ||||||||||||||||
Loss on settlement | (211,600) | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Accrued interest | 2,500 | ||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||
Accrued interest | 1,829 | ||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||
Accrued interest | 740 | ||||||||||||||||
Convertible Notes Payable Three [Member] | |||||||||||||||||
Accrued interest | 70 | ||||||||||||||||
Anastasiadou Note [Member] | Settlement Agreement [Member] | |||||||||||||||||
Convertible promissory note | $ 322,000 | ||||||||||||||||
Debt interest rate | 3.00% | ||||||||||||||||
Debt periodic payments | $ 5,000 | ||||||||||||||||
Debt periodic payment description | installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017 | ||||||||||||||||
Convertible Notes Payable Seven [Member] | |||||||||||||||||
Accrued interest | 2,858 | ||||||||||||||||
Note payable | 312,000 | ||||||||||||||||
Forgiveness of accounts payable | 110,400 | ||||||||||||||||
Loss on settlement | 211,600 | ||||||||||||||||
Convertible Notes Payable Four [Member] | |||||||||||||||||
Accrued interest | 3,060 | ||||||||||||||||
Convertible Notes Payable Five [Member] | |||||||||||||||||
Accrued interest | 1,509 | ||||||||||||||||
Convertible Notes Payable Six [Member] | |||||||||||||||||
Accrued interest | 454 | ||||||||||||||||
Convertible Notes Payable Nine [Member] | |||||||||||||||||
Accrued interest | $ 503 | ||||||||||||||||
Shelton Avery Davis [Member] | |||||||||||||||||
Maturity date | Jul. 27, 2018 | Jul. 27, 2017 | |||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | ||||||||||||||||
Shelton Avery Davis [Member] | Private Offering [Member] | |||||||||||||||||
Convertible promissory note | $ 25,000 | ||||||||||||||||
William Bodenheimer III [Member] | |||||||||||||||||
Maturity date | Sep. 30, 2017 | ||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | ||||||||||||||||
Debt instrument conversion shares | shares | 266,000 | ||||||||||||||||
William Bodenheimer III [Member] | Private Offering [Member] | |||||||||||||||||
Convertible promissory note | $ 30,000 | ||||||||||||||||
Peter Sherman [Member] | |||||||||||||||||
Maturity date | Oct. 4, 2017 | ||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | ||||||||||||||||
Debt instrument conversion shares | shares | 133,000 | ||||||||||||||||
Peter Sherman [Member] | Private Offering [Member] | |||||||||||||||||
Convertible promissory note | $ 12,500 | ||||||||||||||||
Steven Sass [Member] | |||||||||||||||||
Maturity date | Dec. 8, 2017 | ||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.25 | ||||||||||||||||
Steven Sass [Member] | Private Offering [Member] | |||||||||||||||||
Convertible promissory note | $ 25,000 | ||||||||||||||||
Luke Hoppel [Member] | |||||||||||||||||
Convertible promissory note | $ 75,000 | ||||||||||||||||
Maturity date | Jul. 18, 2018 | ||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||
Note convertible lowest trading prices, percent | 60.00% | ||||||||||||||||
Note convertible lowest trading prices | Integer | 25 | ||||||||||||||||
PowerUp [Member] | |||||||||||||||||
Convertible promissory note | $ 53,000 | ||||||||||||||||
Maturity date | May 30, 2018 | ||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||
Note convertible lowest trading prices, percent | 58.00% | ||||||||||||||||
Note convertible lowest trading prices | Integer | 10 | ||||||||||||||||
Ralph Salvagno [Member] | |||||||||||||||||
Convertible promissory note | $ 153,011 | $ 98,664 | $ 24,830 | $ 59,852 | |||||||||||||
Debt interest rate | 2.00% | 4.00% | 4.00% | 4.00% | |||||||||||||
Vyvyan Campbell [Member] | |||||||||||||||||
Debt instrument conversion shares | shares | 2,500,000 | ||||||||||||||||
Vyvyan Campbell [Member] | Dreadnought 1906, Inc [Member] | |||||||||||||||||
Convertible promissory note | $ 150,000 | ||||||||||||||||
Maturity date | Nov. 1, 2017 | ||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||
Number of shares issued | shares | 250,000 | ||||||||||||||||
Number of shares issued value | $ 150,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 | |
Convertible Notes Payable, Principal Gross | $ 490,000 | ||
Convertible Notes Payable, Debt Discount | (102,351) | ||
Convertible Notes Payable, OID | (18,331) | ||
Convertible Notes Payable, Principal Net | 57,318 | ||
Shelton Davis [Member] | |||
Convertible Notes Payable, Principal Gross | [1] | 25,000 | |
Convertible Notes Payable, Debt Discount | [1] | ||
Convertible Notes Payable, OID | [1] | ||
Convertible Notes Payable, Principal Net | [1] | 25,000 | |
Steven Sass [Member] | |||
Convertible Notes Payable, Principal Gross | [1] | 25,000 | |
Convertible Notes Payable, Debt Discount | [1] | ||
Convertible Notes Payable, OID | [1] | ||
Convertible Notes Payable, Principal Net | [1] | 25,000 | |
Alkmini Anastasiadou [Member] | |||
Convertible Notes Payable, Principal Gross | 312,000 | ||
Convertible Notes Payable, Debt Discount | |||
Convertible Notes Payable, OID | |||
Convertible Notes Payable, Principal Net | 312,000 | ||
Luke Hoppel [Member] | |||
Convertible Notes Payable, Principal Gross | [1] | 75,000 | |
Convertible Notes Payable, Debt Discount | [1] | (59,697) | |
Convertible Notes Payable, OID | [1] | (18,331) | |
Convertible Notes Payable, Principal Net | [1] | (3,028) | |
PowerUp [Member] | |||
Convertible Notes Payable, Principal Gross | [1] | 53,000 | |
Convertible Notes Payable, Debt Discount | [1] | (42,654) | |
Convertible Notes Payable, OID | [1] | ||
Convertible Notes Payable, Principal Net | [1] | $ 10,346 | |
[1] | Convertible |
Notes Payable - Schedule of N29
Notes Payable - Schedule of Notes Payable Related Parties (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Notes payable to related parties, principal gross | $ 336,357 | $ 153,011 |
Notes payable to related parties, debt discount | ||
Notes payable to related parties,OID | ||
Notes payable to related parties, principal net | 336,358 | 153,011 |
Ralph Salvagno [Member] | ||
Notes payable to related parties, principal gross | 153,011 | 153,011 |
Notes payable to related parties, debt discount | ||
Notes payable to related parties,OID | ||
Notes payable to related parties, principal net | 153,011 | 153,011 |
Ralph Salvagno 1 [Member] | ||
Notes payable to related parties, principal gross | 59,852 | |
Notes payable to related parties, debt discount | ||
Notes payable to related parties,OID | ||
Notes payable to related parties, principal net | 59,852 | |
Ralph Salvagno 2 [Member] | ||
Notes payable to related parties, principal gross | 24,830 | |
Notes payable to related parties, debt discount | ||
Notes payable to related parties,OID | ||
Notes payable to related parties, principal net | 28,430 | |
Ralph Salvagno 3 [Member] | ||
Notes payable to related parties, principal gross | 98,664 | |
Notes payable to related parties, debt discount | ||
Notes payable to related parties,OID | ||
Notes payable to related parties, principal net | $ 98,664 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 26, 2017 | Oct. 25, 2016 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | Mar. 18, 2017 | Jan. 14, 2017 | Aug. 31, 2015 |
Due to related parties | $ 10,000 | ||||||||
Loan from officer | 11,500 | ||||||||
Accounts payable and accrued expense - related party | 75,526 | 383,974 | |||||||
Accrued interest | $ 3,060 | ||||||||
Number of common stock shares issued | 150,000 | ||||||||
Shares issued for services, value | $ 23,567,435 | ||||||||
Stock-based compensation | $ 21,112,825 | 736,374 | |||||||
Amortization value over the service period | 606,806 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Number of exchanged common shares | 3,250,000 | ||||||||
Value of exchanged shares | $ 121,875 | ||||||||
Preferred stock share voting rights, description | voting rights of 1,000 votes | ||||||||
Officers and Directors [Member] | |||||||||
Number of exchanged common shares | 3,250,000 | ||||||||
Board Advisory Services [Member] | |||||||||
Number of common stock shares issued | 40,000 | ||||||||
Shares issued for services, value | $ 13,000 | ||||||||
Stock-based compensation | 13,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Number of common stock shares issued | 27,778 | ||||||||
Shares issued for services, value | $ 160,000 | ||||||||
Stock-based compensation | 31,111 | ||||||||
Amortization value over the service period | $ 128,889 | ||||||||
Service period description | through January 2020 | ||||||||
Consulting Agreement [Member] | Restricted Stock [Member] | |||||||||
Number of common stock shares issued | 1,000,000 | ||||||||
Shareholder [Member] | |||||||||
Due to related parties | $ 10,000 | ||||||||
Salvagno [Member] | |||||||||
Debt instrument promissory note | $ 153,011 | $ 98,664 | $ 24,830 | $ 59,852 | |||||
Debt interest rate | 2.00% | 4.00% | 4.00% | 4.00% | |||||
Accrued interest | 1,509 | ||||||||
Campbell [Member] | |||||||||
Debt instrument promissory note | $ 150,000 | ||||||||
Debt interest rate | 10.00% | ||||||||
Debt maturity date | Nov. 1, 2017 | ||||||||
Number of shares issued | 250,000 | ||||||||
Number of common shares issued value | $ 150,000 | ||||||||
Debt instrument conversion shares | 2,500,000 | ||||||||
Salvagno 1 [Member] | |||||||||
Accrued interest | 454 | ||||||||
Salvagno 2 [Member] | |||||||||
Accrued interest | $ 503 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | May 10, 2017 | Jun. 09, 2016 | Aug. 31, 2017 | Aug. 31, 2016 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 3,250,000 | 0 | ||
Preferred stock, shares issuable | 3,250,000 | |||
Preferred stock, shares outstanding | 3,250,000 | 0 | ||
Preferred stock conversion basis | one-for-one | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock voting right per share | one vote | |||
Number of common stock shares issued | 150,000 | |||
Number of common shares issued for services, value | $ 23,567,435 | |||
Stock-based compensation | 21,112,825 | $ 736,374 | ||
Amortization value over the service period | 606,806 | |||
Payment under employment agreement | $ 21,344,979 | $ 736,374 | ||
2016 Stock Option Plan [Member] | ||||
Number of options for common stock, shares | 20,000,000 | |||
Officers and Directors [Member] | ||||
Number of common shares exchanged | 3,250,000 | |||
Shareholder [Member] | ||||
Stock-based compensation | $ 325,000 | |||
Number of common shares issued for debt | 250,000 | |||
Number of common shares issued for debt, shares | $ 150,000 | |||
Interest expense | $ 150,000 | |||
Number of common shares issued for accrued expenses | 5,000,000 | |||
Number of common shares issued for accrued expenses, value | $ 300,000 | |||
Common stock value | $ 625,000 | |||
Shareholder One [Member] | ||||
Number of common shares issued for debt | 2,500,000 | |||
Number of common shares issued for debt, shares | $ 150,000 | |||
Interest expense | $ 162,500 | |||
Shareholder Two [Member] | ||||
Number of common shares issued for debt | 399,000 | |||
Number of common shares issued for debt, shares | $ 42,500 | |||
Shareholder Three [Member] | ||||
Number of common shares issued for debt | 125,000 | |||
Number of common shares issued for debt, shares | $ 75,000 | |||
Interest expense | 20,950 | |||
Common stock value | $ 20,950 | |||
Vice President [Member] | Employment Agreements [Member] | ||||
Number of common stock shares issued | 350,000 | |||
Number of common shares issued for services, value | $ 240,000 | |||
Stock-based compensation | 56,000 | |||
Payment under employment agreement | $ 6,300 | |||
Service period description | through February 2019 | |||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 100,000 | |||
Common stock vesting period description | 6 months | |||
Vice President [Member] | Employment Agreements [Member] | Restricted Stock [Member] | ||||
Number of common stock shares issued | 1,500,000 | |||
President [Member] | Employment Agreements [Member] | ||||
Number of common stock shares issued | 350,000 | |||
Number of common shares issued for services, value | $ 600,000 | |||
Stock-based compensation | 150,000 | |||
Amortization value over the service period | $ 450,000 | |||
Number of common shares obligated to issue in connection with agreement | 150,000 | |||
Payment under employment agreement | $ 12,500 | |||
Service period description | through December 2018 | |||
Common stock vesting period description | 3 months | |||
President [Member] | Employment Agreements [Member] | Restricted Stock [Member] | ||||
Number of common stock shares issued | 3,000,000 | |||
Stock Based Compensation [Member] | ||||
Number of common stock shares issued | 58,918,898 | |||
Number of common shares issued for services, value | $ 24,310,040 | |||
Stock-based compensation | $ 23,703,234 | |||
Healthy Life Pets, LLC [Member] | ||||
Number of options for common stock, shares | 500,000 | |||
Number of common stock shares issued for acquisition | 1,000,000 | |||
Number of common stock shares issued for acquisition, value | $ 270,000 | |||
Series A Preferred Stock [Member] | ||||
Number of common shares exchanged | 3,250,000 | |||
Preferred stock share voting rights, description | voting rights of 1,000 votes | |||
Preferred stock conversion, value | $ 121,875 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Option Activity (Details) | 12 Months Ended |
Aug. 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options Outstanding, Beginning Balance | shares | 4,000,000 |
Number of Options Outstanding, Granted | shares | |
Number of Options Outstanding, Exercised | shares | |
Number of Options Outstanding, Forfeited | shares | |
Number of Options Outstanding, Expired | shares | |
Number of Options Outstanding, Ending Balance | shares | 4,000,000 |
Number of Options Exercisable, Ending Balance | shares | 4,000,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.25 |
Weighted Average Exercise Price Outstanding, Granted | $ / shares | |
Weighted Average Exercise Price Outstanding, Exercised | $ / shares | |
Weighted Average Exercise Price Outstanding, Forfeited | $ / shares | |
Weighted Average Exercise Price Outstanding, Expired | $ / shares | |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | 0.25 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ / shares | $ 0.25 |
Weighted Average Remaining Contractual Terms Outstanding, Ending Balance | 1 year 9 months 7 days |
Aggregate Intrinsic Value Outstanding, Ending Balance | $ | $ 369,200 |
Commitments and Contingencies33
Commitments and Contingencies (Details Narrative) - USD ($) | May 15, 2017 | Feb. 02, 2016 | Aug. 31, 2017 | Aug. 31, 2016 |
Treasury stock, shares | 4,794,000 | |||
Common stock outstanding percentage | 7.25% | |||
Lease agreement date | June 1, 2016 through May 30, 2018 | |||
Operating lease per month | $ 750 | |||
Operating leases rent expense net | $ 18,000 | $ 9,000 | $ 23,825 | |
Settlement Agreement [Member] | Anastasiadou Note [Member] | ||||
Debt settlement amount | $ 322,000 | |||
Debt interest rate | 3.00% | |||
Debt periodic payments | $ 5,000 | |||
Debt periodic payment description | installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Aug. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 6,750 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
Future | |
Total | $ 6,750 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | Aug. 31, 2017USD ($) |
Risks and Uncertainties [Abstract] | |
Cash, federal deposit insurance corporation |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Cumulative tax effect income tax rate | 34.00% | |
Net operating loss carry-forward | $ 10,332,000 | |
Operating loss carry-forward expire date | 2,037 |
Income Tax - Schedule of Provis
Income Tax - Schedule of Provision for Refundable Federal Income Tax (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate Federal | $ (7,907,000) | $ (1,254,000) |
Change in valuation allowance | 7,907,000 | 1,254,000 |
Net benefit |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Asset (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 10,332,000 | $ 2,425,000 |
Less: Deferred tax asset valuation allowance | (10,332,000) | (2,425,000) |
Total net deferred taxes |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Value of Liabilities (Details) | 12 Months Ended | 57 Months Ended |
Aug. 31, 2017 | Aug. 31, 2017 | |
Volatility | 291.00% | |
Risk Free Interest Rate | 1.23% | |
Minimum [Member] | ||
Volatility | 313.00% | |
Expected Term | 3 months 29 days | 9 months |
Risk Free Interest Rate | 1.07% | |
Maximum [Member] | ||
Volatility | 350.00% | |
Expected Term | 10 months 17 days | 10 months 17 days |
Risk Free Interest Rate | 1.19% |
Derivatives - Schedule of Initi
Derivatives - Schedule of Initial Fair Value of Note Inception (Details) | Aug. 31, 2017USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Note inception date fair value allocated to debt discount | $ 111,004 |
Change in fair value | (8,627) |
Embedded conversion option derivative liability fair value | $ 102,377 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 06, 2017 | Aug. 31, 2017 | Aug. 31, 2016 |
Number of common shares issued to inducement for financing | 73,842,320 | 8,399,422 | |
Subsequent Event [Member] | Auctus Fund, LLC [Member] | |||
Convertible promissory note | $ 135,000 | ||
Debt instrument maturity date | Aug. 6, 2018 | ||
Debt interest rate | 12.00% | ||
Debt instrument conversion discount | 40.00% | ||
Number of common shares issued to inducement for financing | 123,875 |