Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2017 | Jul. 15, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 1,409,197 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Trading Symbol | BSPK | |
Document Period End Date | May 31, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,822,712 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash | $ 158,046 | $ 431 |
Total current assets | 158,046 | 431 |
Domain names, net of amortization of $836 | 49,349 | |
Intellectual property, net of amortization of $0 and $657, respectively | 1,314 | |
Total assets | 207,395 | 1,745 |
Current liabilities | ||
Accounts payable and accrued liabilities | 19,798 | 69,426 |
Accounts payable - related party | 14,609 | |
Note payable - related party | 153,050 | 31,500 |
Convertible note payable, net of unamortized discount $371,139 | 168,861 | |
Total current liabilities | 341,709 | 115,535 |
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of May 31, 2017 and August 31, 2016, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 45,622,712 and 2,922,712 shares issued and outstanding as of May 31, 2017 and August 31, 2016, respectively | 45,623 | 2,923 |
Common stock payable - 200,000 shares | 30,000 | |
Additional paid-in capital | 7,563,087 | 2,310,876 |
Accumulated deficit | (7,773,024) | (2,427,589) |
Total stockholders' deficit | (134,314) | (113,790) |
Total liability and stockholders' deficit | $ 207,395 | $ 1,745 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 836 | |
Amortization of intangible assets | 0 | 657 |
Unamortized discount net | $ 371,139 | |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | ||
Series A convertible preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 45,622,712 | 2,922,712 |
Common stock, shares outstanding | 45,622,712 | 2,922,712 |
Number of common stock payable | 200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Operating expenses: | ||||
Selling, general and administrative expenses | $ 16,543 | $ 4,869 | $ 30,807 | $ 15,662 |
Payroll expense | 21,829 | 21,124 | 67,515 | 62,636 |
Professional fees | 28,000 | 38,500 | 41,613 | 108,192 |
Consulting | 73,750 | 4,675 | 73,750 | 122,584 |
Brand development | 10,000 | |||
Formula development | 7,500 | |||
Compensation | 5,088,421 | 5,088,421 | ||
Impairment of intellectual property | 1,248 | |||
Amortization expense | 836 | 33 | 902 | 99 |
Total operating expenses | 5,229,379 | 69,201 | 5,321,756 | 309,173 |
Loss from operations | (5,229,379) | (69,201) | (5,321,756) | (309,173) |
Other expense | ||||
Interest expense | (9,383) | (60) | (12,327) | (60) |
Amortization of debt discounts | (11,352) | (11,352) | ||
Total other expense | (20,735) | (60) | (23,679) | (60) |
Loss before income tax | (5,250,114) | (69,261) | (5,345,435) | (309,233) |
Provision for income tax | ||||
Net Loss | $ (5,250,114) | $ (69,261) | $ (5,345,435) | $ (309,233) |
Net loss per share: basic and diluted | $ (0.28) | $ (0.02) | $ (0.65) | $ (0.11) |
Weighted average shares outstanding basic and diluted | 18,520,538 | 2,923,907 | 8,179,122 | 2,815,848 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (5,345,435) | $ (309,233) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 902 | 99 |
Amortization of debt discount | 11,351 | |
Stock based compensation | 5,088,421 | |
Impairment of intellectual property | 1,248 | |
Changes in operating assets and liabilities | ||
Accounts payable | (62,320) | 19,641 |
Accounts payable - related party | (14,609) | |
Accrued interest expense | 12,692 | 60 |
Prepaid expense | 95,375 | |
Net Cash used in operating activities | (307,750) | (194,058) |
Cash flows from investing activities | ||
Proceeds from note payable, related party | 12,500 | |
Cash paid for domain names | (20,185) | |
Net cash used in investing activities | (20,185) | 12,500 |
Cash flow from financing activities | ||
Payment of note payable - related party | (5,500) | |
Proceeds from exercise of warrants | 4,000 | |
Borrowings on convertible debt | 360,000 | |
Proceeds from note payable - related party | 127,050 | |
Net cash provided by financing activities | 485,550 | |
Net increase in cash and cash equivalents | 157,615 | (181,558) |
Cash and cash equivalents at beginning of period | 431 | 185,869 |
Cash and cash equivalents at end of period | 158,046 | 4,311 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Common stock payable issued for acquisition of domain names | 30,000 | |
Stock issued with debt | 157,509 | |
Warrants issued with debt | 44,981 | |
Common stock issued for stock payable | $ 210,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 31, 2017 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 —BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of May 31, 2017, and the results of operations and cash flows for the three and nine months ended May 31, 2017 and May 31, 2016. The results of operations for the three and nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $5,345,435 for the nine months ended May 31, 2017 and had a working capital deficit of $183,663 as of May 31, 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty. Research and Development Research and development costs and brand development costs are expensed as incurred. Development costs of product to be sold are subject to capitalization beginning when a product’s feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 5 years. For the nine months ended May 31, 2017 the Company expensed $10,000 compared to $0 for the nine months ended May 31, 2016, for brand development. Formula development for the nine months ended May 31, 2017 amounted to $7,500 compared to $0 for the nine months ended May 31, 2016. |
Equity
Equity | 9 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
EQUITY | 2. EQUITY Common Stock The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On October 1, 2015, the Board of Directors and a majority of the Company’s shareholders approved an amendment of the Company’s Articles of Incorporation to effect a one (1) for three (3) reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Reverse Split became effective on December 1, 2015. As a result of the Reverse Split, each three (3) shares of common stock issued and outstanding prior to the Reverse Split have been converted into one (1) share of common stock. The effect of the Reverse Split has been applied retroactively throughout this quarterly report. On February 21, 2017, the Company recognized a stock payable of $30,000 associated with 200,000 shares committed to be issued for the purchase of certain domain names (see Note 4). On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.). On April 11, 2017, the Company issued 2,700,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $540,000 (see Note 6). The relative fair value of the stock of $157,509 was recognized as a discount to the note that is being amortized to interest expense over the life of the note. |
Warrants
Warrants | 9 Months Ended |
May 31, 2017 | |
Warrants [Abstract] | |
WARRANTS | 3. WARRANTS During the nine months ended May 31, 2017, warrant activity included the following: Warrants granted on March 14, 2017, the Company entered into an employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. On May 22, 2017, Barry Tenzer resigned as President and Chief Executive Officer. In connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued upon the exercise of the warrants was returned to the company and cancelled and the exercise proceeds of $2,000 were returned to Mr. Tenzer subsequent to May 31, 2017. The fair value of the warrants was determined to be $4,998,021 which was recognized as compensation expense during the nine months ended May 31, 2017. The following table summarizes the warrant activity issued to Barry Tenzer during the nine months ended May 31, 2017: Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at May 31, 2017 - $ - O The following table summarizes the warrant activity issued to Marc Yahr during the nine months ended May 31, 2017: Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at May 31, 2017 - $ - On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The note has a 9% interest rate and a term of two years. In connection with the note, the Company issued the lender 900,000 warrants with a term of 3 years and an exercise price of $1.00. The relative fair value of the warrants $44,981 was recognized as a discount to the note. Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 900,000 1.00 Canceled or expired - - Exercised - - Outstanding at May 31, 2017 900,000 $ 1.00 The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions: Grant Date Risk-free interest rate at grant date 1.06% – 1.44 % Expected stock price volatility 117% – 362 % Expected dividend payout - Expected option in life-years 1 – 3 years |
Asset Purchase Agreement
Asset Purchase Agreement | 9 Months Ended |
May 31, 2017 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 4. ASSET PURCHASE AGREEMENT On February 21, 2017, the Company purchased all right, title, interest and goodwill in or associated with certain the domain names set forth in an asset purchase agreement for a total approximately $20,000 and 200,000 shares of the Company’s common stock valued at $30,000. As of May 31, 2017, the stock had not been issued and a total of $30,000 common stock payable is recorded. |
Intellectual Property
Intellectual Property | 9 Months Ended |
May 31, 2017 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 5. INTELLECTUAL PROPERTY The Company executed an Asset Purchase Agreement on August 28, 2011 which included the acquisition of various types of intellectual property. The Company elected to suspend further investment and working capital on developing the Company’s technology and business prospects. The Company has recognized a loss on impairment of intellectual property in the amount of $1,248 as of May 31, 2017. |
Notes Payable
Notes Payable | 9 Months Ended |
May 31, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 6. NOTES PAYABLE On April 27, 2016, the Company issued our CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November 17, 2016, the Company repaid the principal amount of the notes, or $5,500. The changes in these notes payable to related party consisted of the following during the nine months ended May 31, 2017 and the year ended August 31, 2016: May 31, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party 50 5,500 Convertible debenture – related party at end of period $ 50 $ 5,500 On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. On October 27, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $10,000 which matures six months from the date of issuance. The preceding notes have matured and remain unpaid at the quarter ended May 31, 2017. On November 14, 2016, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $80,000 which matures six months from the date of issuance. On February 17, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. On March 31, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures six months from the date of issuance. The changes in notes payable to related party consisted of the following during the nine months ended May 31, 2017 and the year ended August 31, 2016: May 31, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 127,000 26,000 Convertible debenture – related party at end of period $ 153,000 $ 26,000 On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The note has a 9% interest rate and a term of two years. In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000 warrants. The relative fair value of the stock and warrants aggregating $202,490 was recognized as a discount to the note. Amortization of $11,351 was recognized during the nine months ended May 31, 2017. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the note the lender is entitled to receive the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principle. May 31, Convertible debenture $ 540,000 Unamortized discount (371,139 ) Convertible debenture, net of unamortized discount $ 168,861 |
Employment Agreement
Employment Agreement | 9 Months Ended |
May 31, 2017 | |
Employment Agreement [Abstract] | |
EMPLOYMENT AGREEMENT | 7. EMPLOYMENT AGREEMENT On March 14, 2017, the Company entered into a two year employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. The shares of common stock underlying the warrant were issued on April 6, 2017. On May 22, 2017, Barry Tenzer resigned as President and Chief Executive Officer of Bespoke Extracts, Inc. Mr. Tenzer’s resignation was not the result from any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board. In connections with the resignation of Mr. Tenzer his stock issued from his employment agreement has been returned to the company subsequent to May 31, 2017. On May 22, 2017, the Board of Directors of the Company appointed Marc Yahr as President and Chief Executive Officer of the Company and as a member of the Company’s Board. There are no family relationships between Mr. Yahr and any of our other officers and directors. O |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS We currently lease approximately 500 square feet of general office space at 290 Lenox Avenue, New York, NY 10027 from our Executive Vice President – Business Development. On April 27, 2016, the Company issued our CEO two 7% unsecured promissory note in the aggregate amount of $5,500 which notes matured six months from the date of issuance. Both notes have been paid off and the remaining principal amount is $0. On May 17, 2016, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017. On August 15, 2016, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017. As of August 31, 2016, the Company had an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of May 31, 2017 the accounts payable – related party has been paid and currently has a balance of $0. On October 27, 2016 the Company issued a significant shareholder a 7% unsecured promissory notes totaling $10,000 which matures six months from the date of issuance. The note has matured and remains unpaid at the quarter ended May 31, 2017 One November 14, 2016 the Company issued a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance. On February 17, 2017, the Company issued a significant shareholder a 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance. On March 31, 2017, the Company issued a significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures six months from the date of issuance. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS As of June 10, 2017, the Company issued an aggregate of 40,000,000 shares of common stock pursuant to the exercise of warrants for proceeds of $4,000. On June 29, 2017, the Company issued 200,000 shares of common stock committed to be issued for the purchase of certain domain names (see Note 4). On June 29, 2017, in connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued upon the exercise of the warrants was returned to the Company and cancelled and the exercise proceeds of $2,000 were returned to Mr. Tenzer. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
May 31, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.), a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended August 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of May 31, 2017, and the results of operations and cash flows for the three and nine months ended May 31, 2017 and May 31, 2016. The results of operations for the three and nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $5,345,435 for the nine months ended May 31, 2017 and had a working capital deficit of $183,663 as of May 31, 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty. |
Research and Development | Research and Development Research and development costs and brand development costs are expensed as incurred. Development costs of product to be sold are subject to capitalization beginning when a product’s feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 5 years. For the nine months ended May 31, 2017 the Company expensed $10,000 compared to $0 for the nine months ended May 31, 2016, for brand development. Formula development for the nine months ended May 31, 2017 amounted to $7,500 compared to $0 for the nine months ended May 31, 2016. |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
May 31, 2017 | |
Related Party Transaction [Line Items] | |
Summarizes of relative fair value of the warrants | Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 900,000 1.00 Canceled or expired - - Exercised - - Outstanding at May 31, 2017 900,000 $ 1.00 |
Schedule of share based payment award stock warrants valuation assumptions | Grant Date Risk-free interest rate at grant date 1.06% – 1.44 % Expected stock price volatility 117% – 362 % Expected dividend payout - Expected option in life-years 1 – 3 years |
Barry Tenzer [Member] | |
Related Party Transaction [Line Items] | |
Summarizes the warrant activity issued | Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at May 31, 2017 - $ - |
Marc Yahr [Member] | |
Related Party Transaction [Line Items] | |
Summarizes the warrant activity issued | Number of Weighted-Average Outstanding at August, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at May 31, 2017 - $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
May 31, 2017 | |
Notes Payable [Abstract] | |
Schedule of notes payable to related party | May 31, August 31, 2016 Notes payable – related party at beginning of period $ 5,500 $ - Payments on notes payable – related party (5,500 ) - Borrowings on notes payable – related party 50 5,500 Convertible debenture – related party at end of period $ 50 $ 5,500 May 31, August 31, 2016 Notes payable – related party at beginning of period $ 26,000 $ - Payments on notes payable – related party - - Borrowings on notes payable – related party 127,000 26,000 Convertible debenture – related party at end of period $ 153,000 $ 26,000 |
Schedule of convertible debenture net of unamortized discount | May 31, Convertible debenture $ 540,000 Unamortized discount (371,139 ) Convertible debenture, net of unamortized discount $ 168,861 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Basis of Presentation (Textual) | ||||
Net loss | $ (5,250,114) | $ (69,261) | $ (5,345,435) | $ (309,233) |
Working capital deficit | 183,663 | $ 183,663 | ||
Amortization estimated useful lives of the assets | 5 years | |||
Brand development expenses | $ 10,000 | |||
Formula development | $ 7,500 |
Equity (Details)
Equity (Details) - USD ($) | Apr. 11, 2017 | Feb. 21, 2017 | Oct. 01, 2015 | May 31, 2017 | Aug. 31, 2016 |
Equity (Textual) | |||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Reverse stock split | 1 for 3 | ||||
Stock issued during period, value | $ 30,000 | ||||
Stock issued during period, shares | 2,700,000 | 200,000 | |||
Principal amount | $ 540,000 | ||||
Fair value of amortized discount | $ 157,509 |
Warrants (Details)
Warrants (Details) - Warrants [Member] | 9 Months Ended |
May 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants outstanding, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 900,000 |
Number of Warrants, Canceled or expired | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Outstanding Ending Balance | shares | 900,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 1 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Barry Tenzer [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants outstanding, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 20,000,000 |
Number of Warrants, Canceled or expired | shares | |
Number of Warrants, Exercised | shares | 20,000,000 |
Number of Warrants, Outstanding Ending Balance | shares | |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 0.0001 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | 0.0001 |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares |
Warrants (Details 1)
Warrants (Details 1) - Warrants [Member] | 9 Months Ended |
May 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants outstanding, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 900,000 |
Number of Warrants, Canceled or expired | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Outstanding Ending Balance | shares | 900,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 1 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 1 |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Marc Yahr [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants outstanding, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 20,000,000 |
Number of Warrants, Canceled or expired | shares | |
Number of Warrants, Exercised | shares | 20,000,000 |
Number of Warrants, Outstanding Ending Balance | shares | |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 0.0001 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 0.0001 |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares |
Warrants (Details 2)
Warrants (Details 2) - Warrants [Member] | 9 Months Ended |
May 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants outstanding, Beginning Balance | shares | |
Number of Warrants, Granted | shares | 900,000 |
Number of Warrants, Canceled or expired | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Outstanding Ending Balance | shares | 900,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Weighted-Average Price Per Share, Granted | $ / shares | 1 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Warrants (Details 3)
Warrants (Details 3) | 9 Months Ended |
May 31, 2017$ / shares | |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.06% |
Expected stock price volatility | 117.00% |
Expected dividend payout | |
Expected option in life-years | 1 year |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.44% |
Expected stock price volatility | 36.00% |
Expected dividend payout | |
Expected option in life-years | 3 years |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | Apr. 11, 2017 | May 22, 2017 | May 31, 2017 | May 31, 2016 | Mar. 14, 2017 |
Warrants (Textual) | |||||
Exercise proceeds of warrants | $ 4,000 | ||||
Convertible debenture | (540,000) | ||||
Mr. Tenzer [Member] | |||||
Warrants (Textual) | |||||
Warrant to purchase of common stock | 20,000,000 | ||||
Common stock per share price | $ 0.0001 | ||||
Fair value of warrants | 4,998,021 | ||||
Mr. Yahr [Member] | |||||
Warrants (Textual) | |||||
Warrant to purchase of common stock | 20,000,000 | ||||
Common stock per share price | $ 0.0001 | ||||
Fair value of warrants | 10,998,105 | ||||
Terms of warrants | 3 years | ||||
Compensation expense recognized | 90,400 | ||||
Compensation expense recognized remaining period | $ 10,908,265 | ||||
Compensation expense recognized over service period | 3 years | ||||
Common stock shares unissued | 20,000,000 | ||||
Convertible Debt [Member] | |||||
Warrants (Textual) | |||||
Common stock per share price | $ 1 | ||||
Fair value of warrants | $ 44,981 | $ 202,490 | |||
Terms of warrants | 3 years | ||||
Convertible debenture | $ 540,000 | ||||
Original issue discount of convertible debt | $ 180,000 | ||||
Interest rate | 9.00% | ||||
Terms of convertible debt | 2 years | ||||
Debt instrument warrants issued to lender | 900,000 | ||||
Warrants [Member] | Mr. Tenzer [Member] | |||||
Warrants (Textual) | |||||
Shares of stock issued upon warrant exercised and cancelled | 20,000,000 | ||||
Exercise proceeds of warrants | $ 2,000 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | May 31, 2017 | Feb. 21, 2017 | Aug. 31, 2016 |
Asset Purchase Agreement (Textual) | |||
Total approximate amount include in asset purchase agreement | $ 20,000 | ||
Number of common stock | 200,000 | 200,000 | |
Common stock payable | $ 30,000 | ||
Common stock value | $ 30,000 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Intellectual Property (Textual) | ||||
Impairment of intellectual property | $ 1,248 |
Notes Payable (Details)
Notes Payable (Details) - 7% Unsecured promissory note [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2017 | Aug. 31, 2016 | |
Shareholder [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 26,000 | |
Payments on notes payable - related party | ||
Borrowings on notes payable - related party | 127,000 | 26,000 |
Convertible debenture - related party at end of period | 153,000 | 26,000 |
Mr. Tenzer [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | 5,500 | |
Payments on notes payable - related party | (5,500) | |
Borrowings on notes payable - related party | 50 | 5,500 |
Convertible debenture - related party at end of period | $ 50 | $ 5,500 |
Notes Payable (Details 1)
Notes Payable (Details 1) | May 31, 2017USD ($) |
Notes Payable [Abstract] | |
Convertible debenture | $ 540,000 |
Unamortized discount | (371,139) |
Convertible debenture, net of unamortized discount | $ 168,861 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Apr. 11, 2017 | Nov. 17, 2016 | Nov. 14, 2016 | Aug. 15, 2016 | Jul. 05, 2016 | Mar. 31, 2017 | Feb. 17, 2017 | Oct. 27, 2016 | May 17, 2016 | Apr. 27, 2016 | May 31, 2017 | May 31, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Convertible debenture | $ (540,000) | |||||||||||
Amortization of debt discount | 11,351 | |||||||||||
Mr. Tenzer [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of warrants | 4,998,021 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured debt, interest rate | 9.00% | |||||||||||
Convertible debenture | $ 540,000 | |||||||||||
Original issue discount of convertible debt | $ 180,000 | |||||||||||
Terms of convertible debt | 2 years | |||||||||||
Debt instrument warrants issued to lender | 900,000 | |||||||||||
Debt instrument shares issued to lender | 2,700,000 | |||||||||||
Fair value of warrants | $ 44,981 | 202,490 | ||||||||||
Amortization of debt discount | $ 11,351 | |||||||||||
Debt instrument, description | The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the note the lender is entitled to receive the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principle. | |||||||||||
7% Unsecured promissory note [Member] | Shareholder [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 16,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 10,000 | ||||||
Unsecured promissory note maturity, description | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matured six months from the date of issuance. | ||||||
7% Unsecured promissory note [Member] | Mr. Tenzer [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured promissory note issued | $ 3,000 | $ 2,500 | ||||||||||
Repaid of principal amount | $ 5,500 | |||||||||||
Unsecured promissory note maturity, description | Matured six months from date of issuance. | Matured six months from the date of issuance. |
Employment Agreement (Details)
Employment Agreement (Details) - $ / shares | 1 Months Ended | |
May 22, 2017 | Mar. 14, 2017 | |
Mr. Tenzer [Member] | ||
Employment Agreement (Textual) | ||
Warrant to purchase of common stock | 20,000,000 | |
Common stock per share price | $ 0.0001 | |
President and Chief Executive Officer [Member] | ||
Employment Agreement (Textual) | ||
Warrant to purchase of common stock | 20,000,000 | |
Common stock per share price | $ 0.0001 | |
Terms of warrants | 3 years | |
Common stock shares unissued | 20,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Nov. 14, 2016USD ($) | Aug. 15, 2016USD ($) | Jul. 05, 2016USD ($) | Mar. 31, 2017USD ($) | Feb. 17, 2017USD ($) | Oct. 27, 2016USD ($) | May 17, 2016USD ($) | Apr. 27, 2016USD ($) | May 31, 2017USD ($)ft² | Apr. 11, 2017USD ($) | Aug. 31, 2016USD ($) |
Related Party Transactions (Textual) | |||||||||||
Accounts payable - related party | $ 14,609 | ||||||||||
Principal amount | $ 540,000 | ||||||||||
Mr. Tenzer [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Accounts payable - related party | $ 0 | ||||||||||
Related party outstanding payable | $ 14,609 | ||||||||||
7% Unsecured promissory note [Member] | Mr. Tenzer [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Unsecured promissory note issued | $ 3,000 | $ 2,500 | |||||||||
Unsecured promissory note maturity, description | Matured six months from date of issuance. | Matured six months from the date of issuance. | |||||||||
7% Unsecured promissory note [Member] | CEO two [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Unsecured promissory note issued | $ 5,500 | ||||||||||
Principal amount | $ 0 | ||||||||||
Unsecured promissory note maturity, description | Matured six months from the date of issuance. | ||||||||||
Vice President [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
General office space lease (In square feet) | ft² | 500 | ||||||||||
Shareholder [Member] | 7% Unsecured promissory note [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Unsecured promissory note issued | $ 80,000 | $ 16,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 10,000 | |||||
Unsecured promissory note maturity, description | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matures six months from the date of issuance. | Matured six months from the date of issuance. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 10, 2017 | Jun. 29, 2017 | May 22, 2017 | May 31, 2017 | May 31, 2016 |
Subsequent Events (Textual) | |||||
Exercise proceeds of warrants | $ 4,000 | ||||
Subsequent Events [Member] | |||||
Subsequent Events (Textual) | |||||
Shares of common stock issued for purchase of domain names | 200,000 | ||||
Aggregate common shares | 40,000,000 | ||||
Proceeds from warrants exercise | $ 4,000 | ||||
CEO [Member] | Warrants [Member] | |||||
Subsequent Events (Textual) | |||||
Shares of stock issued upon warrant exercised and cancelled | 20,000,000 | ||||
Exercise proceeds of warrants | $ 2,000 | ||||
CEO [Member] | Warrants [Member] | Subsequent Events [Member] | |||||
Subsequent Events (Textual) | |||||
Shares of stock issued upon warrant exercised and cancelled | 20,000,000 | ||||
Exercise proceeds of warrants | $ 2,000 |