Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 20, 2017 | Feb. 28, 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-K | ||
Trading Symbol | BSPK | ||
Document Period End Date | Aug. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 631,066 | ||
Entity Common Stock, Shares Outstanding | 31,472,712 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash | $ 87,172 | $ 431 |
Prepaid | 19,952 | |
Total current assets | 107,124 | 431 |
Domain names, net of amortization of $1,673 | 48,512 | |
Intellectual property, net of amortization of $0 and $657, respectively | 1,314 | |
Total assets | 155,636 | 1,745 |
Current liabilities | ||
Accounts payable and accrued liabilities | 36,525 | 69,426 |
Accounts payable - related party | 14,609 | |
Deposit received from related party for future assets sales from related party | 45,000 | |
Note payable - related party | 153,050 | 31,500 |
Total current liabilities | 234,575 | 115,535 |
Non-current liabilities | ||
Related party convertible note payable, net of unamortized discount $346,837 | 193,163 | |
Total non-current liabilities | 193,163 | |
Total liabilities | 427,738 | 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 August 31, 2017 and August 31, 2016, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 26,822,712 and 2,922,712 shares issued and outstanding as of August 31, 2017 and August 31, 2016, respectively | 26,823 | 2,923 |
Additional paid-in capital | 8,808,161 | 2,310,876 |
Accumulated deficit | (9,107,086) | (2,427,589) |
Total stockholders' deficit | (272,102) | (113,790) |
Total liabilities and stockholders' deficit | $ 155,636 | $ 1,745 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 1,673 | |
Amortization of intangible assets | 0 | 657 |
Unamortized discount net | $ 346,837 | |
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 | 26,822,712 | 2,922,712 |
Common stock, shares outstanding | 26,822,712 | 2,922,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Operating expenses: | ||
Selling, general and administrative expenses | $ 46,637 | $ 34,520 |
Payroll expense | 91,986 | 101,173 |
Professional fees | 65,631 | 104,192 |
Consulting | 105,750 | 124,584 |
Brand development | 10,000 | |
Formula development | 7,500 | |
Compensation | 6,285,695 | |
Impairment of intellectual property | 1,248 | |
Amortization expense | 1,739 | 131 |
Total operating expenses | 6,616,186 | 364,600 |
Loss from operations | (6,616,186) | (364,600) |
Other expense | ||
Interest expense | (27,658) | (365) |
Amortization of debt discounts | (35,653) | |
Total other expense | (63,311) | (365) |
Loss before income tax | (6,679,497) | (364,965) |
Provision for income tax | ||
Net Loss | $ (6,679,497) | $ (364,965) |
Net loss per share: basic and diluted | $ (0.48) | $ (0.13) |
Weighted average shares outstanding basic and diluted | 13,814,767 | 2,843,085 |
Consolidated Statement of Owner
Consolidated Statement of Owners Equity (Deficit) - USD ($) | Total | Preferred Stock | Common Stock | APIC | Common Stock Payable | Accumulated Deficit |
Balance at Aug. 31, 2015 | $ 251,175 | $ 2,423 | $ 2,101,376 | $ 210,000 | $ (2,062,624) | |
Balance, shares at Aug. 31, 2015 | 2,422,712 | |||||
Shares issued for stock payable | $ 500 | 209,500 | (210,000) | |||
Shares issued for stock payable, shares | 500,000 | |||||
Net loss | (364,965) | (364,965) | ||||
Balance at Aug. 31, 2016 | (113,790) | $ 2,923 | 2,310,876 | (2,427,589) | ||
Balance, shares at Aug. 31, 2016 | 2,922,712 | |||||
Stock issued with related party debt | 157,509 | $ 2,700 | 154,809 | |||
Stock issued with related party debt, shares | 2,700,000 | |||||
Stock issued for asset purchase | 30,000 | $ 200 | 29,800 | |||
Stock issued for asset purchase, shares | 200,000 | |||||
Issuance of warrants and options for compensation | 6,285,695 | 6,285,695 | ||||
Exercise of options and warrants | 5,000 | $ 41,000 | (36,000) | |||
Exercise of options and warrants, shares | 41,000,000 | |||||
Warrants issued with related party debt | 44,981 | 44,981 | ||||
Forfeiture of stock issued through warrant exercise | (2,000) | $ (20,000) | 18,000 | |||
Forfeiture of stock issued through warrant exercise, shares | (20,000,000) | |||||
Net loss | (6,679,497) | (6,679,497) | ||||
Balance at Aug. 31, 2017 | $ (272,102) | $ 26,823 | $ 8,808,161 | $ (9,107,086) | ||
Balance, shares at Aug. 31, 2017 | 26,822,712 |
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 | $ (6,679,497) | $ (364,965) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 1,739 | 131 |
Amortization of debt discount | 35,653 | |
Stock based compensation | 6,285,695 | |
Impairment of intellectual property | 1,248 | |
Changes in operating assets and liabilities | ||
Accounts payable and accrued liabilities | (32,901) | 37,912 |
Accounts payable - related party | (14,609) | 14,609 |
Prepaid expense | (19,952) | 95,375 |
Net Cash used in operating activities | (422,624) | (216,938) |
Cash flows from investing activities | ||
Deposit received from related party for future asset sale | 45,000 | |
Proceeds from note payable, related party | 31,500 | |
Cash paid for domain names | (20,185) | |
Net cash used in investing activities | 24,815 | 31,500 |
Cash flow from financing activities | ||
Payment of note payable - related party | (5,500) | |
Proceeds from exercise of options and warrants | 3,000 | |
Borrowings on related party convertible debt | 360,000 | |
Proceeds from note payable - related party | 127,050 | |
Net cash provided by financing activities | 484,550 | |
Net increase in cash and cash equivalents | 86,741 | (185,438) |
Cash and cash equivalents at beginning of period | 431 | 185,869 |
Cash and cash equivalents at end of period | 87,172 | 431 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Common stock issued for acquisition of domain names | 30,000 | |
Stock issued with related party debt | 157,509 | |
Warrants issued with related party debt | 44,981 | |
Common stock issued for stock payable | $ 210,000 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 12 Months Ended |
Aug. 31, 2017 | |
Nature of Operations, Significant Accounting Policies and Going Concern [Abstract] | |
NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 1 — NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Nature of Business Operations Cine-Source Entertainment, Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April 26, 2004, the Surviving Corporation effectuated a 1 for 200 reverse stock split. The name of the Surviving Corporation was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006, the Surviving Corporation formed a wholly owned subsidiary, a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and into this subsidiary. On March 15, 2012, the Company changed its name to DiMi Telematics International, Inc. On April 16, 2012, the Company issued a 1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock. On May 16, 2012, the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155 shares were issued. The dividends were also applied to outstanding warrants. The Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements. In early 2017, our management team elected to suspend further investment and working capital on developing the Company’s technology and business prospects, turning its attention to prevailing new business opportunities in other high growth industries; namely the hemp-derived cannabidiol (“CBD”) market. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. to align the Company’s corporate identity with its new business plan. The Company is now focused on bringing to market a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, our products will be marketed as dietary supplements through wholesale channels and direct-to-consumers via our retail ecommerce store found at www.bespokeextracts.com Principles of Consolidation The accompanying financial statements present on a consolidated basis the accounts of Bespoke Extracts, Inc. DiMi Telematics International, Inc. (formerly DiMi Telematics International, Inc.), a Nevada corporation (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. 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 6,679,497 for the year ended August 31, 2017 and had a working capital deficit of $127,451 as of August 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. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit Intellectual Property Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 15 years. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Revenue Recognition The Company intends to recognize revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date for employee awards and upon a commitment date or completion of services for nonemployee awards based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. Net Loss per Share Basic loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Outstanding options, warrants and convertible debt were excluded from the calculation of diluted loss per share during 2017 and 2016 because their inclusion would have been anti-dilutive. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles 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 reported period. Actual results could differ from those estimates. |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Aug. 31, 2017 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 2. 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 of cash $20,185 and 200,000 shares of the Company’s common stock valued at $30,000. For the year ended August 31, 2017 amortization expense amounted to $1,739 has been recognized. The domain names are being amortized over a 15 year period |
Note Payable - Related Party
Note Payable - Related Party | 12 Months Ended |
Aug. 31, 2017 | |
Note Payable - Related Party [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 3. NOTE PAYABLE – RELATED PARTY 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 this related party consisted of the following during the year ended August 31, 2017 and the year ended August 31, 2016: August 31, August 31, 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 Note payable – 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 16, 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 26, 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. 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. As of August 31, 2017 a total of $153,000 is in default. The changes in notes payable to these related parties consisted of the following during the year ended August 31, 2017 and 2016. August 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 Note payables – related party at end of period $ 153,000 $ 26,000 On April 11, 2017, the Company executed a $540,000 related party Convertible Debenture with an original issue discount of $180,000. The note has a 0% interest rate and a term of two years. If the note is not paid in full on the due date, the note will have a 0% interest rated until paid in full. 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 ($157,509) and warrants ($44,981) aggregating $202,490 was recognized as a discount to the note. Amortization of $35,653 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 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. August 31, Related Party Convertible debenture $ 540,000 Unamortized discount (346,837 ) Related Party Convertible debenture, net of unamortized discount $ 193,163 |
Equity
Equity | 12 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
EQUITY | 4. 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 report. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics International, Inc.). On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. (formerly known as DiMi Telematics, 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. During the year ended August 31, 2017, the Company issued an aggregate of 40,000,000 common shares pursuant to exercise of options and warrants for proceeds of $5,000. During the year ended August 31, 2017 20,000,000 shares we cancelled and returned to the company along with the return of the $2,000 exercise price. Warrants During the year ended August 31, 2017, warrant activity includes 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. The fair value of the warrants was determined to be $4,998,021 which was recognized as compensation expense during the year ended August 31, 2017. The following table summarizes the warrant activity issued to Barry Tenzer during the year ended August 31, 2017: Number of Weighted- Outstanding at August 31, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - Exercised 20,000,000 .0001 Outstanding at August 31, 2017 - $ - On May 22, 2017, the Company entered into an employment agreement with Mr. Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on August 31 2017. The shares received upon the exercise of the warrants are subject to forfeiture and vest over a service period of three years. The fair value of the award was determined to be $10,998,105 of which $1,014,489 was recognized as compensation expense during the year ended August 31, 2017. As of August 31, 2017, the shares were forfeited and returned to the Company. The following table summarizes the warrant activity issued to Marc Yahr during the year ended August 31, 2017: Number of Warrants Weighted- Outstanding at August 31, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at August 31, 2017 - $ - On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. 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- Outstanding at August 31, 2016 - $ - Granted 900,000 1.00 Canceled or expired - Exercised - Outstanding at August 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 OPTIONS On July 26, 2017 the Company granted a nonemployee Optionee to purchase 2,200,000 shares of common stock. The options have a three year term. 1,000,000 options are immediately exercisable on the date of issuance with an exercise price of $0.001 and the remaining 1,200,000 options vest over a period of three years at an exercise price of $1.00. On July 26, 2017, 1,000,000 shares were exercised during the year ended August 31, 2017. for the year ended August 31, 2017 option expense recognized totaled $273,185. Number of Options Weighted- Outstanding at August 31, 2016 - Granted 2,200,000 .55 Exercised 1,000,000 .001 Canceled or expired Addition due to ratchet trigger Outstanding at September 30, 2015 1,200,000 $ 1 |
Employment Agreement
Employment Agreement | 12 Months Ended |
Aug. 31, 2017 | |
Employment Agreement [Abstract] | |
EMPLOYMENT AGREEMENT | 5. 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 common stock underlying the warrant were issued on April 6, 2017. On September 6, 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. 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. On May 22, 2017, the Company entered into an employment agreement with Mr. Yahr pursuant to which Mr. Yahr will serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on August 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | 6. INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company is subject to US taxes. Historically, the Company has had no net taxable income, and therefore has paid no income tax. As of August 31, 2017 and 2016, the Company had a net operating loss (NOL) carryforward of approximately $2,097,117, and $1,738,968. The NOL carryforward begins to expire in various years through 2030. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having future taxable income, a full valuation allowance has been established at August 31, 2017 to reduce the tax benefit asset value to zero. Components of net deferred tax assets, including a valuation allowance, are as follows at August 31st: 2017 2016 Deferred tax assets: Net operating loss 734,291 608,989 Valuation allowance (734,291 ) (608,989 ) Total deferred tax assets $ - $ - The valuation allowance for deferred tax assets as of August 31, 2017 and 2016 was $734,291 and $608,989, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2017 and 2016, and recorded a full valuation allowance. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS 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 August 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 notes has matured and remains unpaid at the quarter ended August 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 August 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 notes has matured and remains unpaid at August 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. On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The note has a 0% interest rate and a term of two years. If the note is not paid in full on the due date, the note will have a 0% interest rated until paid in full. In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000 warrants. On August 29, 2017, the Company received $45,000 as a deposit from a significant shareholder toward the purchase price on an agreement that is currently being negotiated with VMI Acquisitions, LLC for purchase of certain of our Company’s assets. The agreement is anticipated to be completed in January 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On November 27, 2017, the Company issued an aggregate of 1,450,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $11,600. On November 10, 2017, the Company issued an aggregate of 1,400,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $11,200. On September 18, 2017, the Company entered into a stock purchase agreement in the amount of 900,000 shares of common stock in the amount of $120,000. The stock purchase agreement included a convertible debenture in the amount of $180,000 and 300,000 warrants exercisable at $1.00 per share. On September 28, 2017, the Company entered into a stock purchase agreement for the sale of 900,000 shares of common stock and warrants to purchase 300,000 warrants for the amount of $60,300. |
Nature of Operations, Signifi15
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 12 Months Ended |
Aug. 31, 2017 | |
Nature of Operations, Significant Accounting Policies and Going Concern [Abstract] | |
Nature of Business Operations | Nature of Business Operations Cine-Source Entertainment, Inc. (the “Old Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004, the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April 26, 2004, the Surviving Corporation effectuated a 1 for 200 reverse stock split. The name of the Surviving Corporation was changed to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006, the Surviving Corporation formed a wholly owned subsidiary, a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and into this subsidiary. On March 15, 2012, the Company changed its name to DiMi Telematics International, Inc. On April 16, 2012, the Company issued a 1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock. On May 16, 2012, the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155 shares were issued. The dividends were also applied to outstanding warrants. The Company has reflected the dividends as splits, which have been retroactively reflected in the financial statements. In early 2017, our management team elected to suspend further investment and working capital on developing the Company’s technology and business prospects, turning its attention to prevailing new business opportunities in other high growth industries; namely the hemp-derived cannabidiol (“CBD”) market. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. to align the Company’s corporate identity with its new business plan. The Company is now focused on bringing to market a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, our products will be marketed as dietary supplements through wholesale channels and direct-to-consumers via our retail ecommerce store found at www.bespokeextracts.com |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements present on a consolidated basis the accounts of Bespoke Extracts, Inc. DiMi Telematics International, Inc. (formerly DiMi Telematics International, Inc.), a Nevada corporation (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. 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 6,679,497 for the year ended August 31, 2017 and had a working capital deficit of $127,451 as of August 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit |
Intellectual Property | Intellectual Property Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 15 years. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Revenue Recognition | Revenue Recognition The Company intends to recognize revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Stock Based Compensation | Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date for employee awards and upon a commitment date or completion of services for nonemployee awards based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. |
Net Loss per Share | Net Loss per Share Basic loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Outstanding options, warrants and convertible debt were excluded from the calculation of diluted loss per share during 2017 and 2016 because their inclusion would have been anti-dilutive. |
Management Estimates | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles 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 reported period. Actual results could differ from those estimates. |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Note Payable - Related Party [Abstract] | |
Schedule of notes payable to related party | August 31, August 31, 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 Note payable – related party at end of period $ 50 $ 5,500 August 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 Note payables – related party at end of period $ 153,000 $ 26,000 |
Schedule of convertible debenture net of unamortized discount | August 31, Related Party Convertible debenture $ 540,000 Unamortized discount (346,837 ) Related Party Convertible debenture, net of unamortized discount $ 193,163 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Related Party Transaction [Line Items] | |
Summarizes of relative fair value of the warrants | Number of Weighted- Outstanding at August 31, 2016 - $ - Granted 900,000 1.00 Canceled or expired - Exercised - Outstanding at August 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 |
Summarizes of aggregate fair value of options | Number of Options Weighted- Outstanding at August 31, 2016 - Granted 2,200,000 .55 Exercised 1,000,000 .001 Canceled or expired Addition due to ratchet trigger Outstanding at September 30, 2015 1,200,000 $ 1 |
Barry Tenzer [Member] | |
Related Party Transaction [Line Items] | |
Summarizes the warrant activity issued | Number of Weighted- Outstanding at August 31, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - Exercised 20,000,000 .0001 Outstanding at August 31, 2017 - $ - |
Marc Yahr [Member] | |
Related Party Transaction [Line Items] | |
Summarizes the warrant activity issued | Number of Warrants Weighted- Outstanding at August 31, 2016 - $ - Granted 20,000,000 .0001 Canceled or expired - - Exercised 20,000,000 .0001 Outstanding at August 31, 2017 - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of net deferred tax | 2017 2016 Deferred tax assets: Net operating loss 734,291 608,989 Valuation allowance (734,291 ) (608,989 ) Total deferred tax assets $ - $ - |
Nature of Operations, Signifi19
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 01, 2015 | Apr. 16, 2012 | Apr. 26, 2004 | Aug. 31, 2017 | Aug. 31, 2016 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | |||||
Net loss | $ (6,679,497) | $ (364,965) | |||
Working capital deficit | $ 127,451 | ||||
Reverse stock split | 1 for 3 | 1 for 200 reverse stock split. | |||
Additional common stock issued | 33,959,744 | ||||
Additional shares issued | 71,286,155 | ||||
Intellectual Property [Member] | Maximum [Member] | |||||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | |||||
Depreciated over their estimated useful lives | 15 years | ||||
Intellectual Property [Member] | Minimum [Member] | |||||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | |||||
Depreciated over their estimated useful lives | 3 years |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | Apr. 11, 2017 | Aug. 31, 2017 | Feb. 21, 2017 |
Asset Purchase Agreement (Textual) | |||
Total approximate amount include in asset purchase agreement | $ 20,185 | ||
Number of common stock | 200,000 | ||
Common stock value | $ 30,000 | ||
Amortization expense | $ 157,509 | $ 1,739 | |
Amortized over period | 15 years |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - 7% Unsecured promissory note [Member] - USD ($) | 12 Months Ended | |
Aug. 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 |
Notes payable - 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 |
Notes payable - related party at end of period | $ 50 | $ 5,500 |
Note Payable - Related Party 22
Note Payable - Related Party (Details 1) | Aug. 31, 2017USD ($) |
Note Payable - Related Party [Abstract] | |
Related Party Convertible debenture | $ 540,000 |
Unamortized discount | (346,837) |
Related Party Convertible debenture, net of unamortized discount | $ 193,163 |
Note Payable - Related Party 23
Note Payable - Related Party (Details Textual) - USD ($) | Apr. 11, 2017 | Nov. 17, 2016 | Nov. 14, 2016 | Jul. 05, 2016 | Mar. 31, 2017 | Feb. 17, 2017 | Oct. 26, 2016 | Aug. 16, 2016 | May 17, 2016 | Apr. 27, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||
Convertible debenture | $ 540,000 | ||||||||||||
Amortization of debt discount | 35,653 | ||||||||||||
Fair value of related party | 157,509 | ||||||||||||
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 | 0.00% | ||||||||||||
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 | |||||||||||
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. | ||||||||||||
Fully paid interest rate | 0.00% | ||||||||||||
Fair value of related party | $ (157,509) | ||||||||||||
7% Unsecured promissory note [Member] | Shareholder [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 16,000 | $ 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. | |||||||
Total notes payable to related party | $ 153,000 | ||||||||||||
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. | |||||||||||
Total notes payable to related party | $ 50 | $ 5,500 |
Equity (Details)
Equity (Details) - Warrant [Member] | 12 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | shares | |
Granted | shares | 900,000 |
Canceled or expired | shares | |
Exercised | shares | |
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] | |
Outstanding Beginning Balance | shares | |
Granted | shares | 20,000,000 |
Canceled or expired | shares | |
Exercised | shares | 20,000,000 |
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 |
Equity (Details 1)
Equity (Details 1) - Warrant [Member] | 12 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | shares | |
Granted | shares | 900,000 |
Canceled or expired | shares | |
Exercised | shares | |
Outstanding Ending Balance | shares | 900,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Granted | $ / shares | 1 |
Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Marc Yahr [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | shares | |
Granted | shares | 20,000,000 |
Canceled or expired | shares | |
Exercised | shares | 20,000,000 |
Outstanding Ending Balance | shares | |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Granted | $ / shares | 0.0001 |
Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | 0.0001 |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares |
Equity (Details 2)
Equity (Details 2) - Warrant [Member] | 12 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | shares | |
Granted | shares | 900,000 |
Canceled or expired | shares | |
Exercised | shares | |
Outstanding Ending Balance | shares | 900,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | |
Granted | $ / shares | 1 |
Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Equity (Details 3)
Equity (Details 3) | 12 Months Ended |
Aug. 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 | 362.00% |
Expected dividend payout | |
Expected option in life-years | 3 years |
Equity (Details 4)
Equity (Details 4) - Options [Member] | 12 Months Ended |
Aug. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Granted | shares | 2,200,000 |
Canceled or expired | shares | 1,000,000 |
Outstanding Ending Balance | shares | 1,200,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | |
Weighted-Average Price Per Share, Granted | 0.55 |
Weighted-Average Price Per Share, Exercised | 0.001 |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ 1 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Apr. 11, 2017 | Sep. 28, 2017 | Jul. 26, 2017 | Jun. 29, 2017 | May 22, 2017 | Oct. 01, 2015 | Apr. 26, 2004 | Aug. 31, 2017 | Aug. 31, 2016 | Nov. 27, 2017 | Nov. 10, 2017 | Sep. 18, 2017 | Mar. 14, 2017 |
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 | 1 for 200 reverse stock split. | |||||||||||
Principal amount | $ 540,000 | ||||||||||||
Fair value of amortized discount | $ 157,509 | $ 1,739 | |||||||||||
Option expense | $ 273,185 | ||||||||||||
Proceeds from warrants | $ 5,000 | ||||||||||||
Shares cancelled | 20,000,000 | ||||||||||||
Proceeds from exercise of warrants | $ 3,000 | ||||||||||||
Convertible debenture | $ 540,000 | ||||||||||||
Terms of options | 3 years | ||||||||||||
Common stock shares issued in convertible note | 2,700,000 | ||||||||||||
Employee Stock Option [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Issuance of options | 2,200,000 | 40,000,000 | |||||||||||
Options Exercised | 1,000,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Principal amount | $ 11,600 | $ 11,200 | |||||||||||
Unsecured debt, interest rate | 7.00% | 7.00% | |||||||||||
Warrant [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Issuance of options | 900,000 | ||||||||||||
Options Exercised | |||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Warrant to purchase of common stock | 300,000 | ||||||||||||
Common stock per share price | $ 1 | ||||||||||||
Proceeds from exercise of warrants | $ 60,300 | ||||||||||||
Convertible debenture | $ 180,000 | ||||||||||||
Mr. Tenzer [Member] | |||||||||||||
Equity (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. Tenzer [Member] | Warrant [Member] | |||||||||||||
Equity (Textual) | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 20,000,000 | 20,000,000 | |||||||||||
Proceeds from exercise of warrants | $ 2,000 | $ 2,000 | |||||||||||
President [Member] | |||||||||||||
Equity (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 | 1,014,489 | ||||||||||||
Compensation expense recognized remaining period | $ 10,998,105 | ||||||||||||
Compensation expense recognized over service period | 3 years | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Equity (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 | ||||||||||||
Unsecured debt, interest rate | 0.00% | ||||||||||||
Terms of convertible debt | 2 years | ||||||||||||
Debt instrument warrants issued to lender | 900,000 |
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Deferred tax assets: | ||
Net operating loss | $ 734,291 | $ 608,989 |
Valuation allowance | (734,291) | (608,989) |
Total deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Taxes (Textual) | ||
Net operating loss carryforward | $ 2,097,117 | $ 1,738,968 |
Net operating loss carryforwards expiration date | Aug. 31, 2030 | |
Valuation allowance for deferred tax assets | $ 734,291 | 608,989 |
Deferred tax assets net of valuation allowance |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 11, 2017 | Nov. 14, 2016 | Jul. 05, 2016 | Aug. 29, 2017 | Mar. 31, 2017 | Feb. 17, 2017 | Oct. 26, 2016 | Aug. 16, 2016 | May 17, 2016 | Apr. 27, 2016 | Aug. 31, 2017 | Aug. 31, 2016 |
Related Party Transactions (Textual) | ||||||||||||
Accounts payable - related party | $ 14,609 | |||||||||||
Related party outstanding payable | $ 45,000 | |||||||||||
Principal amount | $ 540,000 | |||||||||||
Convertible debenture | 540,000 | |||||||||||
Shareholder purchase price agreement | $ 45,000 | |||||||||||
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. | ||||||||||
Convertible Debt [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Unsecured debt, interest rate | 0.00% | |||||||||||
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 | |||||||||||
Shareholder [Member] | 7% Unsecured promissory note [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 16,000 | $ 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 ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 28, 2017 | Sep. 18, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | Nov. 27, 2017 | Nov. 10, 2017 | Apr. 11, 2017 | |
Subsequent Events (Textual) | |||||||
Purchase of common stock | $ 30,000 | ||||||
Exercise proceeds of warrants | 3,000 | ||||||
Convertible debenture | $ 540,000 | ||||||
Principal amount | $ 540,000 | ||||||
Subsequent Events [Member] | |||||||
Subsequent Events (Textual) | |||||||
Aggregate common shares | 1,450,000 | 1,400,000 | |||||
Principal amount | $ 11,600 | $ 11,200 | |||||
Convertible promissory note percentage | 7.00% | 7.00% | |||||
Warrants [Member] | |||||||
Subsequent Events (Textual) | |||||||
Issuance of options | 900,000 | ||||||
Warrants [Member] | Subsequent Events [Member] | |||||||
Subsequent Events (Textual) | |||||||
Purchase of common stock, shares | 900,000 | ||||||
Purchase of common stock | $ 120,000 | ||||||
Exercise proceeds of warrants | $ 60,300 | ||||||
Convertible debenture | $ 180,000 | ||||||
Warrants exercisable | 300,000 | ||||||
Warrants exercisable price per share | $ 1 | ||||||
Sale of shares of common stock | 900,000 | ||||||
Warrants to purchase shares | 300,000 |