Bespoke Extracts (BSPK) 10-Q 20 Jul 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2018	Jul. 19, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Bespoke Extracts, Inc.
Entity Central Index Key	1,409,197
Amendment Flag	false
Trading Symbol	BSPK
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	May 31, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		43,873,907

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	May 31, 2018	Aug. 31, 2017
Current assets
Cash	$ 315,670	$ 87,172
Prepaid expense		19,952
Inventory	73,267
Total current assets	388,937	107,124
Domain names, net of amortization of $3,346 and $1,673	46,003	48,512
Total assets	434,940	155,636
Current liabilities
Accounts payable and accrued liabilities	117,622	36,525
Deposit for future assets sales from related party		45,000
Convertible notes - related parties, net unamortized discounts $275,083 and $0	400,517	123,000
Note payable - related party	50	30,050
Total current liabilities	518,189	234,575
Non-current liabilities
Related party convertible note payable, net of unamortized discounts $106,902 and $346,837	73,098	193,163
Total non-current liabilities	73,098	193,163
Total liabilities	591,287	427,738
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, 2018 and August 31, 2017, respectively
Common stock, $0.001 par value: 800,000,000 authorized; 40,372,712 and 26,822,712 shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively	40,373	26,823
Additional paid-in capital	14,199,975	8,808,161
Accumulated deficit	(14,396,695)	(9,107,086)
Total stockholders' deficit	(156,347)	(272,102)
Total liabilities and stockholders' deficit	$ 434,940	$ 155,636

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	May 31, 2018	Aug. 31, 2017
Statement of Financial Position [Abstract]
Net of amortization	$ 3,346	$ 1,673
Net of unamortized discounts	275,083	0
Unamortized discount net	$ 106,902	$ 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	40,372,712	26,822,712
Common stock, shares outstanding	40,372,712	26,822,712

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2018	May 31, 2017
Operating expenses:
Selling, general and administrative expenses	$ 2,103,756	$ 5,104,964	$ 4,642,757	$ 5,119,228
Payroll expense	3,128	21,829	24,242	67,515
Professional fees	52,950	28,000	104,590	41,613
Consulting	51,500	73,750	128,500	73,750
Promotion	39,014		59,379
Brand development				10,000
Formula development				7,500
Impairment of intellectual property				1,248
Amortization expense	877	836	2,509	902
Total operating expenses	2,251,225	5,229,379	4,961,977	5,321,756
Loss from operations	(2,251,225)	(5,229,379)	(4,961,977)	(5,321,756)
Other expense
Interest expense	(140,962)	(20,735)	(327,632)	(23,679)
Total other expense	(140,962)	(20,735)	(327,632)	(23,679)
Loss before income tax	(2,392,187)	(5,250,114)	(5,289,609)	(5,345,435)
Provision for income tax
Net Loss	$ (2,392,187)	$ (5,250,114)	$ (5,289,609)	$ (5,345,435)
Net loss per common share: basic and diluted	$ (0.07)	$ (0.28)	$ (0.16)	$ (0.65)
Weighted average common shares outstanding basic and diluted	36,477,528	18,520,538	33,000,844	8,179,122

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2018	May 31, 2017
Cash flows from operating activities
Net loss	$ (5,289,609)	$ (5,345,435)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense	2,509	902
Amortization of debt discounts	269,281	11,351
Option expense amortized
Stock based compensation	4,526,235	5,088,421
Impairment of intellectual property		1,248
Changes in operating assets and liabilities
Inventory	(73,267)
Prepaid expense	19,952
Accounts payable and accrued liabilities	83,097	(49,628)
Accounts payable - related party		(14,609)
Net Cash used in operating activities	(461,802)	(307,750)
Cash flows from investing
Proceeds from sale of assets to related parties	90,000
Cash paid for domain names		(20,185)
Net cash provided by investing activities	90,000	(20,185)
Cash flow from financing activities
Payment of note payable - related party	(30,000)	(5,500)
Proceeds from exercise of warrants		4,000
Borrowings on related party convertible debt	220,000	360,000
Proceeds from note payable - related party		127,050
Sale of common stock and warrants	410,300
Net cash provided by financing activities	600,300	485,550
Net increase in cash and cash equivalents	228,498	157,615
Cash and cash equivalents at beginning of period	87,172	431
Cash and cash equivalents at end of period	315,670	158,046
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
Discount due beneficial conversion feature	123,000
Stock issued for conversion of debt - related party	64,400	157,509
Stock issued with related party debt	79,449
Warrants issued with related party debt	21,980	44,981
Related party note and accrued interest exchanged for purchase of assets	$ 45,000

Basis of Presentation

Basis of Presentation	9 Months Ended
	May 31, 2018
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, 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, 2017. 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, 2018, and the results of operations and cash flows for the nine months ended May 31, 2018 and May 31, 2017. The results of operations for the three and nine months ended May 31, 2018 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 interim consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company did not generate any revenues and reported a net loss of $5,218,094 for the nine months ended May 31, 2018 and has a working capital deficit as of May 31, 2018. 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. Inventory Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis and market being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and market conditions. As of May 31, 2018, inventory amounted to $73,267 which consists of $53,743 in finished goods and $19,524 in raw materials.

Equity

Equity	9 Months Ended
	May 31, 2018
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 September 18, 2017, the Company issued 900,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $180,000. The relative fair value of the stock of $51,503 was recognized as a discount to the note that is being amortized to interest expense over the life of the note. On September 22, 2017, the company issued 900,000 shares of common stock and 300,000 warrants pursuant to a stock purchase agreement for cash of $60,300. On November 10, 2017, the Company issued an aggregate of 1,400,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,200. On November 27, 2017, the Company issued an aggregate of 1,450,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,600. On December 28, 2017, the Company issued an aggregate of 1,550,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $12,400. On December 13, 2017, the Company issued an aggregate of 200,000 shares of common stock with a relative fair value of $27,946 to the holder of a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. On March 5, 2018, the Company entered into a securities purchase agreement with an investor which is a related party. Pursuant to the purchase agreement, upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an aggregate purchase price of $300,000. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not pay cash compensation over $100,000 to any Officer of Director. On March 9, 2018, the Company issued an aggregate of 1,780,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $14,240. On March 9, 2018, Bespoke Extracts, Inc. (the “Company”) entered into and closed an asset purchase agreement with VMI Acquisitions, LLC (“VMI”), pursuant to which the Company sold to VMI the Company’s proprietary Machine-to-Machine communications solution and certain other intellectual property for a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company. At the time of the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related parties, the consideration of $180,000 was recorded as a capital contribution. On May 15, 2018 the Company issued 500,000 shares of common stock to an investor for a purchase price of $50,000, and on May 29, 2018, the Company issued 1,870,000 shares of common stock upon conversion of a convertible note in the amount of $14,960. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director. Warrants / Options During the nine months ended May 31, 2018, warrant activity included the following: On September 18, 2017, the Company executed an $180,000 Convertible Debenture with an original issue discount of $60,000. In connection with the debenture, the Company issued the lender 300,000 common stock purchase warrants with a term of 3 years and an exercise price of $1.00. The relative fair value of the warrants of $16,996 was recognized as a discount to the debenture. On May 22, 2017, the Company entered into an employment agreement with Marc 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 May 31, 2017; however, the 20,000,000 shares of the Company’s common stock were not issued to Mr. Yahr until June 10, 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 which will be recognized as compensation expense over the three year service period. Warrant expense under this award for the nine months ended May 31, 2018 totaled $2,742,668. As of May 31. 2018, $7,240,948 remains to be expensed over the remaining vesting period. On January 22, 2018, the Company entered into a Sales Representation Agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise price of $0.50, with a term of three years. The Warrants shall be exercisable at any time on or after the six (6) month anniversary of each Issuance Date, at his election, in whole or in part, by means of a “cashless exercise”. The fair value of this award was determined to be $64,292 of which $29,709 was recognized during the nine months ended May 31, 2018. On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date. The fair value of this award was determined to be $131,478 of which $36,903 was recognized during the nine months ended May 31, 2018. On March 2, 2018 the Company entered into a Management Agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company agreed to pay $4,000 and to issue 150,000 common stock purchase warrants with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. The fair value of this award was determined to be $4,139,966 of which $790,251 was recognized during the nine months ended May 31, 2018. On March 20, 2018 the Company entered into a 12 month consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the Consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018, Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company On April 16, 2108 The Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. The fair value of this award was determined to be $652,911 of which $88,534 was recognized during the nine months ended May 31, 2018. For the nine months ended May 31, 2017, the Company recognized option expense of $5,088,421 for options granted on July 26, 2017 to a nonemployee for services. For the nine months ended May 31, 2018, the Company recognized option expense of $4,526,235 for options granted to non-employees for services. As of May 31, 2018, $11,619,798 remains to be expensed over the remaining service period through July 26, 2019. The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions: Grant Date May 31, 2018 Risk-free interest rate at grant date 1.06% - 1.44% 1.11% - 2.68% Expected stock price volatility 117% - 362% 159% - 370% Expected dividend payout - - Expected option in life-years 1 - 3 years 2.16 - 6.75 years Warrants: Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,220,000 2.57 Canceled or expired - - Exercised - Outstanding at May 31, 2018 2,120,000 $ 2.27 Exercisable at May 31, 2018 1,600,000 Intrinsic value at May 31, 2018 $ 581,000 Options: Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2018 1,200,000 $ 1.00 Exercisable at May 31, 2018 300,000 Intrinsic value at May 31, 2018 $ 180,000

Related Party Asset Purchase Ag

Related Party Asset Purchase Agreement	9 Months Ended
	May 31, 2018
Related Party Asset Purchase Agreement [Abstract]
RELATED PARTY ASSET PURCHASE AGREEMENT	3. RELATED PARTY ASSET PURCHASE AGREEMENT On August 29, 2017, the Company received $82,750 as a deposit from a significant shareholder toward the purchase price on an agreement that was being negotiated with VMI Acquisitions, LLC for purchase of certain of the Company’s assets as well as the payment of $7,500 of expenses on behalf of the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company and related parties. The agreement was completed and closed on March 9, 2018. As the parties were considered significant shareholder the consideration of $180,000 was recorded as a capital contribution. At the time of the sale the intellectual property had a book value of $0.

Notes Payable - Related Party

Notes Payable - Related Party	9 Months Ended
	May 31, 2018
Notes Payable - Related Party [Abstract]
NOTES PAYABLE - RELATED PARTY	4. NOTES PAYABLE – RELATED PARTY On April 27, 2016, the Company issued to the former Company’s 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 to the Company’s CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. As of May 31. 2018, there is a remaining balance on the note of $50 which is unsecured, non-interest bearing and due on demand. On February 14, 2017, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $30,000 which matured six months from the date of issuance. On May 31, 2018 the Company repaid the promissory note in the amount of $30,000 and accrued interest of $2,811.

Convertible Debenture - Related

Convertible Debenture - Related Party	9 Months Ended
	May 31, 2018
Convertible Debenture - Related Party [Abstract]
CONVERTIBLE DEBENTURE - RELATED PARTY	5. CONVERTIBLE DEBENTURE – RELATED PARTY On May 17, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $10,000 which had an original maturity of six months from the date of issuance. On August 15, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $16,000 which had an original maturity of six months from the date of issuance. On October 27, 2016, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $10,000 which had an original maturity date of six months from the date of issuance. On November 14, 2016, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $80,000 which had an original maturity date of six months from the date of issuance. On March 31, 2017, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $7,000 which had an original maturity date of six months from the date of issuance. May 31, Convertible debenture $ 123,000 Conversion (64,400 ) Exchange for purchase of Company assets (43,000 ) Convertible debenture, net of unamortized discount $ 15,600 On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The debenture has a 0% interest rate and a term of two years. In connection with the debenture, the Company issued the lender an aggregate of 2,700,000 shares of common stock and 900,000 common stock purchase warrants. The relative fair value of the stock and warrants aggregating $202,490 was recognized as a discount to the note. Amortization of $100,032 was recognized during the nine months ended May 31, 2018. 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 debenture 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 principal. As of May 31, 2018 the Company has accrued $31,515. The conversion price was above the fair market value of the date of issuance so no beneficial conversion feature was recorded May 31, Convertible debenture $ 540,000 Unamortized discount (246,805 ) Convertible debenture, net of unamortized discount $ 293,195 On September 18, 2017, the Company executed, with a related party, an $180,000 Convertible Debenture with an original issue discount of $60,000. The note has a 0% interest rate and a term of two years. In connection with the note, the Company issued the lender an aggregate of 900,000 shares of common stock and 300,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $68,499 was recognized as a discount to the note. Amortization of $21,597 was recognized during the nine months ended May 31, 2018. 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 debenture the lender is entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date or repayment of the principal. As of May 31, 2018 the Company has accrued $22,500. May 31. Convertible debenture $ 180,000 Unamortized discount (106,902 ) Convertible debenture, net of unamortized discount $ 73,098 On December 13, 2017, the Company executed a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. In connection with the note, the Company issued the lender an aggregate of 200,000 shares of common stock and 100,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $32,930 was recognized as a discount to the note. Amortization of $24,652 was recognized during the nine months ended May 31, 2018. 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 debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, as of May 31, 2018 the Company has accrued $17,500. May 31, Convertible debenture $ 120,000 Unamortized discount (28,278 ) Convertible debenture, net of unamortized discount $ 91,722

Subsequent Events

Subsequent Events	9 Months Ended
	May 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	6. SUBSEQUENT EVENTS On June 6, 2018, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement for cash of $50,000. On June 11, 2018, the Company issued an aggregate of 2,000,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount and accrued interest of $16,000.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	May 31, 2018
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	7. COMMITMENTS AND CONTINGENCIES On February 1, 2018 the Company entered into a consulting agreement with Optimal Setup LLC for a term of one year to advise the Company on search engine optimization and digital marketing. Optimal Setup LLC shall receive monthly for services performed $2,500 and 10,000 warrants for common stock exercisable for cash price of $0.40. Warrants may be exercised after six month anniversary date. On January 22, 2018, the Company entered into a Sales Representation Agreement to manage and solicit orders in a set territory, the United States, with an initial term of six months. The sales representative shall be compensated 6% of the net sales and three year warrants monthly to purchase 10,000 shares of common stock at an exercise price of $0.50. Warrants may be exercised after six month anniversary of issuance date. On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date. On March 2, 2018 the Company entered into a two year Management Agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company to pay $4,000 and to issue 150,000 common stock purchase warrants (exercise price of $0.50, 5 year term, exercisable 6 months after issuance). On March 20, 2018 the Company entered into a consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the Consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018 Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agrees to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company On April 16, 2108 The Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales.

Equity (Tables)

Equity (Tables)	9 Months Ended
	May 31, 2018
Related Party Transaction [Line Items]
Schedule of share based payment award stock warrants valuation assumptions	Grant Date May 31, 2018 Risk-free interest rate at grant date 1.06% - 1.44% 1.11% - 2.68% Expected stock price volatility 117% - 362% 159% - 370% Expected dividend payout - - Expected option in life-years 1 - 3 years 2.16 - 6.75 years
Schedule of warrant activity and stock options	Warrants: Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,220,000 2.57 Canceled or expired - - Exercised - Outstanding at May 31, 2018 2,120,000 $ 2.27 Exercisable at May 31, 2018 1,600,000 Intrinsic value at May 31, 2018 $ 581,000 Options: Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2018 1,200,000 $ 1.00 Exercisable at May 31, 2018 300,000 Intrinsic value at May 31, 2018 $ 180,000

Convertible Debenture - Relat14

Convertible Debenture - Related Party (Tables)	9 Months Ended
	May 31, 2018
Convertible Debenture - Related Party [Abstract]
Schedule of convertible debenture related party	May 31, Convertible debenture $ 123,000 Conversion (64,400 ) Exchange for purchase of Company assets (43,000 ) Convertible debenture, net of unamortized discount $ 15,600 May 31, Convertible debenture $ 540,000 Unamortized discount (246,805 ) Convertible debenture, net of unamortized discount $ 293,195 May 31. Convertible debenture $ 180,000 Unamortized discount (106,902 ) Convertible debenture, net of unamortized discount $ 73,098 May 31, Convertible debenture $ 120,000 Unamortized discount (28,278 ) Convertible debenture, net of unamortized discount $ 91,722

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2018	May 31, 2017	Aug. 31, 2017
Basis of Presentation (Textual)
Net loss	$ (2,392,187)	$ (5,250,114)	$ (5,289,609)	$ (5,345,435)
Inventory	73,267		73,267
Finished goods	53,743		53,743
Raw materials	$ 19,524		$ 19,524

Equity (Details)

Equity (Details)	9 Months Ended
	May 31, 2018$ / shares
Class of Warrant or Right [Line Items]
Expected dividend payout
Minimum [Member]
Class of Warrant or Right [Line Items]
Risk-free interest rate at grant date	1.11%
Expected stock price volatility	159.00%
Expected option in life-years	2 years 1 month 27 days
Maximum [Member]
Class of Warrant or Right [Line Items]
Risk-free interest rate at grant date	2.68%
Expected stock price volatility	370.00%
Expected option in life-years	6 years 9 months
Grant Date [Member]
Class of Warrant or Right [Line Items]
Expected dividend payout
Grant Date [Member] | 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 option in life-years	1 year
Grant Date [Member] | 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 option in life-years	3 years

Equity (Details 1)

Equity (Details 1)	9 Months Ended
	May 31, 2018USD ($)$ / sharesshares
Options [Member]
Class of Warrant or Right [Line Items]
Outstanding Beginning Balance	1,200,000
Granted
Canceled or expired
Exercised
Outstanding Ending Balance	1,200,000
Exercisable	300,000
Intrinsic value | $	$ 180,000
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares	$ 1
Granted | $ / shares
Canceled or expired | $ / shares
Exercised | $ / shares
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares	$ 1
Warrants [Member]
Class of Warrant or Right [Line Items]
Outstanding Beginning Balance	900,000
Granted	1,220,000
Canceled or expired
Exercised
Outstanding Ending Balance	2,120,000
Exercisable	1,600,000
Intrinsic value | $	$ 581,000
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares	$ 1
Granted | $ / shares	2.57
Canceled or expired | $ / shares
Exercised | $ / shares
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares	$ 2.27

Equity (Details Textual)

Equity (Details Textual) - USD ($)

Jun. 11, 2018

Jun. 06, 2018

May 15, 2018

Apr. 16, 2018

Mar. 20, 2018

Mar. 09, 2018

Mar. 05, 2018

Mar. 02, 2018

Dec. 13, 2017

Nov. 10, 2017

May 29, 2018

Feb. 22, 2018

Jan. 22, 2018

Dec. 28, 2017

Nov. 27, 2017

Sep. 22, 2017

Sep. 18, 2017

May 22, 2017

May 31, 2018

May 31, 2017

Aug. 31, 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

Common stock shares issued in convertible note

900,000

900,000

Principal amount

$ 180,000

Fair value of amortized discount

51,503

Stock purchase agreement for cash

$ 60,300

Warrant expense

Option expense

$ 4,526,235

$ 5,088,421

Remains to be expense

11,619,798

Sale of intellectual property

$ 0

Capital contribution amount

180,000

Description of common stock sales

The Company sells common stock at a purchase price lower than $0.10 (the ''Subsequent Financing Price''), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower Subsequent Financing Price.

Investor [Member]

Equity (Textual)

Aggregate common stock shares issued

500,000

Aggregate common stock value

$ 50,000

Investor [Member] | Subsequent Event [Member]

Equity (Textual)

Aggregate common stock shares issued

500,000

Holder [Member]

Equity (Textual)

Principal amount

$ 14,240

Aggregate common stock shares issued

1,780,000

200,000

Aggregate common stock value

$ 27,946

Convertible debenture

120,000

Original issue discount of convertible debt

$ 20,000

Interest rate of debt conversion

0.00%

Terms of convertible debt

1 year

Convertible promissory note percentage

7.00%

Securities Purchase Agreement [Member] | Intellectual Property [Member]

Equity (Textual)

Purchase price of intellectual property

$ 135,000

Reimbursements expenses

45,000

Securities Purchase Agreement [Member] | Investor [Member]

Equity (Textual)

Aggregate common stock shares issued

3,000,000

Aggregate common stock value

$ 300,000

Description of common stock sales

The Company sells common stock at a purchase price lower than $0.10 (the ''Subsequent Financing Price''), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price.

Securities Purchase Agreement [Member] | VMI Acquisitions, LLC [Member]

Equity (Textual)

Purchase price of intellectual property

$ 180,000

Global Corporate Management, LLC. [Member]

Equity (Textual)

Aggregate common stock shares issued

4,000

Terms of warrants

5 years

Common stock per share price

$ 0.50

Relative fair value of the stock and warrant

4,139,966

Fair value of warrants one

790,251

Warrant to purchase of common stock

150,000

Warrants exercise price

$ 0.50

President [Member]

Equity (Textual)

Terms of warrants

3 years

Common stock per share price

$ 0.0001

Relative fair value of the stock and warrant

$ 10,998,105

Warrant to purchase of common stock

20,000,000

Shares of common stock not issued

20,000,000

Warrant expense

2,742,668

Remains to be expense

7,240,948

Officer [Member]

Equity (Textual)

Convertible debenture

$ 14,960

Officers' compensation value

$ 100,000

$ 100,000

Common stock shares issued upon conversion of a convertible note

1,870,000

Sales Representation Agreement [Member]

Equity (Textual)

Terms of warrants

3 years

Common stock per share price

$ 0.50

Relative fair value of the stock and warrant

64,292

Fair value of warrants one

29,709

Warrant to purchase of common stock

10,000

Aggregate of shares

60,000

Consulting Agreement [Member]

Equity (Textual)

Terms of warrants

1 year

Relative fair value of the stock and warrant

131,478

Fair value of warrants one

36,903

Warrant to purchase of common stock

10,000

Aggregate of shares

120,000

Warrants exercise price

$ 0.40

Consulting Agreement [Member] | Dr. David Hellman [Member]

Equity (Textual)

Terms of warrants

1 year

Relative fair value of the stock and warrant

652,911

Fair value of warrants one

$ 88,534

Warrant to purchase of common stock

50,000

Warrants exercise price

$ 0.60

Shares of common stock not issued

The Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales.

Consulting Agreement [Member] | Patagonia Global Trading, LLC [Member]

Equity (Textual)

Common stock per share price

$ 0.3

Warrant to purchase of common stock

50,000

Interest rate of debt conversion

10.00%

Warrants exercise price

$ 30

7% Convertible Promissory Note [Member] | Subsequent Event [Member]

Equity (Textual)

Aggregate common stock shares issued

2,000,000

7% Convertible Promissory Note [Member] | Holder [Member]

Equity (Textual)

Principal amount

$ 11,200

$ 11,600

Aggregate common stock shares issued

1,400,000

1,450,000

Convertible promissory note percentage

7.00%

7.00%

7% Convertible Promissory Note One [Member]

Equity (Textual)

Principal amount

$ 12,400

Aggregate common stock shares issued

1,550,000

Convertible promissory note percentage

7.00%

Warrant [Member]

Equity (Textual)

Common stock shares issued in convertible note

300,000

Convertible debenture

180,000

Original issue discount of convertible debt

$ 60,000

Debt instrument warrants issued to lender

300,000

Terms of warrants

3 years

Common stock per share price

$ 1

Relative fair value of the stock and warrant

$ 16,996

Related Party Asset Purchase 19

Related Party Asset Purchase Agreement (Details) - VMI Acquisitions, LLC [Member] - USD ($)	Mar. 09, 2018	Aug. 29, 2017
Related Party Asset Purchase Agreement (Textual)
Received deposit		$ 82,750
Purchase of assets payment expenses		7,500
Remaining purchase price		$ 45,000
Capital contribution	$ 180,000
Sale of intellectual property, book value	$ 0

Notes Payable - Related Party (

Notes Payable - Related Party (Details) - USD ($)	Jul. 05, 2016	Feb. 14, 2017	Apr. 27, 2016	May 31, 2018
Notes Payable - Related Party (Textual)
Outstanding balance on the note				$ 50
7% Unsecured promissory note [Member] | Shareholder [Member]
Notes Payable - Related Party (Textual)
Unsecured promissory note amount		$ 30,000
Repaid the promissory note				30,000
Unsecured promissory note maturity, description		Matured six months from the date of issuance.
Accrued interest				$ 2,811
7% Unsecured promissory note [Member] | CEO [Member]
Notes Payable - Related Party (Textual)
Unsecured promissory note amount	$ 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 Debenture - Relat21

Convertible Debenture - Related Party (Details)	9 Months Ended
	May 31, 2018USD ($)
Vantage Group [Member]
Debt Instrument [Line Items]
Convertible debenture	$ 123,000
Conversion	(64,400)
Exchange for purchase of Company assets	(43,000)
Convertible debenture, net of unamortized discount	15,600
Convertible Debenture [Member]
Debt Instrument [Line Items]
Convertible debenture	540,000
Unamortized discount	(246,805)
Convertible debenture, net of unamortized discount	293,195
Related party [Member]
Debt Instrument [Line Items]
Convertible debenture	180,000
Unamortized discount	(106,902)
Convertible debenture, net of unamortized discount	73,098
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Convertible debenture	120,000
Unamortized discount	(28,278)
Convertible debenture, net of unamortized discount	$ 91,722

Convertible Debenture - Relat22

Convertible Debenture - Related Party (Details Textual) - USD ($)	Dec. 13, 2017	Apr. 11, 2017	Nov. 14, 2016	Aug. 15, 2016	Sep. 18, 2017	Apr. 17, 2017	Mar. 31, 2017	Oct. 27, 2016	May 17, 2016	May 31, 2018	May 31, 2017
Convertible Debenture - Related Party (Textual)
Amortization of debt discounts										$ 269,281	$ 11,351
Amortization										2,509	$ 902
Vantage Group [Member]
Convertible Debenture - Related Party (Textual)
Conversion price						$ 0.008
Maturity date						Apr. 18, 2018
Beneficial conversion feature amount										123,000
Amortization of debt discounts										$ 123,000
Common stock to convert into shares issued										8,050,000
Common stock to convert into value issued										$ 64,400
Remaining exchanged amount										43,000
Accrued interest amount										2,000
Balance of convertible note										15,600
Original issue discount of convertible debt										64,400
Vantage Group [Member] | 7% unsecured promissory note [Member]
Convertible Debenture - Related Party (Textual)
Unsecured promissory note amount			$ 80,000	$ 16,000			$ 7,000	$ 10,000	$ 10,000
Maturity terms			6 months	6 months			6 months	6 months	6 months
Convertible Debenture [Member]
Convertible Debenture - Related Party (Textual)
Maturity terms		2 years
Accrued interest amount										31,515
Convertible debenture amount		$ 540,000
Original issue discount of convertible debt		$ 180,000
Interest rate		0.00%
Aggregate of shares of common stock		2,700,000
Relative fair value of the stock and warrant		$ 202,490
Common stock purchase warrants		900,000
Convertible debenture, 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 debenture 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.
Amortization										100,032
Related Party [Member]
Convertible Debenture - Related Party (Textual)
Maturity terms					2 years
Accrued interest amount										22,500
Convertible debenture amount					$ 180,000
Original issue discount of convertible debt					$ 60,000
Interest rate					0.00%
Aggregate of shares of common stock					900,000
Relative fair value of the stock and warrant					$ 68,499
Common stock purchase warrants					300,000
Convertible debenture, 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 debenture the lender is entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date.
Amortization										21,597
Convertible Debenture One [Member]
Convertible Debenture - Related Party (Textual)
Maturity terms	1 year
Accrued interest amount										17,500
Convertible debenture amount	$ 120,000
Original issue discount of convertible debt	$ 20,000
Interest rate	0.00%
Aggregate of shares of common stock	200,000
Relative fair value of the stock and warrant	$ 32,930
Common stock purchase warrants	100,000
Convertible debenture, 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 debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date.
Amortization										$ 24,652

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jun. 11, 2018	Jun. 06, 2018	May 15, 2018
Investor [Member]
Subsequent Events (Textual)
Common stock shares issued			500,000
Subsequent Events [Member] | Investor [Member]
Subsequent Events (Textual)
Common stock shares issued		500,000
Stock purchase agreement for cash		$ 50,000
Subsequent Events [Member] | 7% Convertible Promissory Note [Member]
Subsequent Events (Textual)
Common stock shares issued	2,000,000
Accrued interest	$ 16,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Apr. 16, 2018	Mar. 02, 2018	Feb. 01, 2018	Feb. 22, 2018	Jan. 22, 2018	May 31, 2018	Mar. 20, 2018
Global Corporate Management, LLC. [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock		150,000
Payment to issue of common stock		$ 4,000
Common stock per share price		$ 0.50
Terms of warrants		5 years
Sales Representation Agreement [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock					10,000
Common stock per share price					$ 0.50
Percentage of net sales					6.00%
Terms of warrants					3 years
Consulting Agreement [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock				10,000
Terms of warrants				1 year
Consulting Agreement [Member] | Warrants [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock				120,000
Common stock per share price				$ 0.40
Consulting Agreement [Member] | David Hellman [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock	50,000
Common stock per share price	$ 0.60
Terms of warrants	1 year
Consulting agreement, description	However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales.
Consulting Agreement [Member] | Optimal Setup LLC [Member]
Commitments and Contingencies [Textual]
Consulting agreement term			1 year
Monthly services received			$ 2,500
Warrant to purchase of common stock			10,000
Common stock per share price			$ 0.40
Consulting Agreement [Member] | Patagonia Global Trading, LLC. [Member]
Commitments and Contingencies [Textual]
Warrant to purchase of common stock							50,000
Common stock per share price							$ 0.3
Consulting agreement, description						The Company agrees to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company