Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 14, 2018 | Feb. 28, 2018 | |
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, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 9,757,852 | ||
Entity Common Stock, Shares Outstanding | 50,203,907 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash | $ 79,784 | $ 87,172 |
Accounts receivable | 2,004 | |
Prepaid expense | 30,976 | 19,952 |
Inventory | 61,857 | |
Total current assets | 174,621 | 107,124 |
Domain names, net of amortization of $5,019 and $1,673 | 45,166 | 48,512 |
Total assets | 219,787 | 155,636 |
Current liabilities | ||
Accounts payable and accrued liabilities | 105,424 | 36,525 |
Deposit for future assets sales from related party | 45,000 | |
Convertible notes - related parties, net unamortized discounts $199,300 and $5,019, respectively | 460,700 | 123,000 |
Note payable - related party | 50 | 30,050 |
Total current liabilities | 566,174 | 234,575 |
Non-current liabilities | ||
Related party convertible note payable, net of unamortized discounts $98,847 and $346,837 | 81,153 | 193,163 |
Total non-current liabilities | 81,153 | 193,163 |
Total liabilities | 647,327 | 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 August 31, 2018 and August 31, 2017, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized;42,902,712 and 26,822,712 shares issued and outstanding as of August 31, 2018 and August 31, 2017, respectively | 42,903 | 26,823 |
Additional paid-in capital | 16,246,201 | 8,808,161 |
Accumulated deficit | (16,716,644) | (9,107,086) |
Total stockholders’ deficit | (427,540) | (272,102) |
Total liabilities and stockholders' deficit | $ 219,787 | $ 155,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 5,019 | $ 1,673 |
Convertible debt, unamortized discounts | 199,300 | 5,019 |
Unamortized discount net | $ 98,847 | $ 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 | 42,902,712 | 26,822,712 |
Common stock, shares outstanding | 42,902,712 | 26,822,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 11,944 | |
Sales - related party | 3,975 | |
Total Sales | 15,919 | |
Cost of products sold | (22,925) | |
Gross Profit | (7,006) | |
Operating expenses: | ||
Selling, general and administrative expenses | 6,769,723 | 6,332,332 |
Payroll expense | 24,389 | 91,986 |
Professional fees | 132,342 | 65,631 |
Consulting | 185,523 | 105,750 |
Promotion | 68,229 | |
Brand development | 10,000 | |
Formula development | 7,500 | |
Impairment of intellectual property | 1,248 | |
Amortization expense | 3,346 | 1,739 |
Total operating expenses | 7,183,552 | 6,616,186 |
Loss from operations | (7,190,558) | (6,616,186) |
Other expense | ||
Interest expense | (419,000) | (63,311) |
Total other expense | (419,000) | (63,311) |
Loss before income tax | (7,609,558) | (6,679,497) |
Provision for income tax | ||
Net Loss | $ (7,609,558) | $ (6,679,497) |
Net loss per common share: basic and diluted | $ (0.21) | $ (0.48) |
Weighted average common shares outstanding basic and diluted | 35,408,438 | 13,814,767 |
Consolidated Statement of Owner
Consolidated Statement of Owners Equity (Deficit) - USD ($) | Total | Preferred Shares Outstanding | Common Shares Outstanding | APIC | Common Stock Payable | Accumulated Deficit |
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 | |||||
Sale of common stock | 460,300 | $ 4,900 | 455,400 | |||
Sale of common stock, shares | 4,900,000 | |||||
Conversion of debt to common stock | 80,400 | $ 10,050 | 70,350 | |||
Conversion of debt to common stock, shares | 10,050,000 | |||||
Common stock issued with debt | 79,449 | $ 1,100 | 78,349 | |||
Common stock issued with debt, shares | 1,100,000 | |||||
Warrants issued with related party debt | 21,980 | 21,980 | ||||
Beneficial conversion feature on convertible debt | 123,000 | 123,000 | ||||
Stock based compensation | 6,508,991 | $ 30 | 6,508,961 | |||
Stock based compensation, shares | 30,000 | |||||
Sale of assets to related parties | 180,000 | 180,000 | ||||
Net loss | (7,609,558) | (7,609,558) | ||||
Balance at Aug. 31, 2018 | $ (427,540) | $ 42,903 | $ 16,246,201 | $ (16,716,644) | ||
Balance, shares at Aug. 31, 2018 | 42,902,712 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (7,609,558) | $ (6,679,497) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 3,346 | 1,739 |
Amortization of debt discounts | 353,119 | 35,653 |
Option expense amortized | ||
Stock based compensation | 6,508,991 | 6,285,695 |
Impairment of intellectual property | 1,248 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (2,004) | |
Inventory | (61,857) | |
Prepaid expense | (11,024) | (19,952) |
Accounts payable and accrued liabilities | 71,299 | (32,901) |
Accounts payable - related party | (14,069) | |
Net Cash used in operating activities | (747,688) | (422,084) |
Cash flows from investing | ||
Proceeds from sale of assets to related parties | 90,000 | 45,000 |
Cash paid for domain names | (20,185) | |
Net cash provided by investing activities | 90,000 | 24,815 |
Cash flow from financing activities | ||
Payment of note payable - related party | (30,000) | (5,500) |
Proceeds from exercise of warrants | 3,000 | |
Borrowings on related party convertible debt | 220,000 | 360,000 |
Proceeds from note payable - related party | 127,050 | |
Sale of common stock and warrants | 460,300 | |
Net cash provided by financing activities | 650,300 | 484,550 |
Net increase / (decrease) in cash and cash equivalents | (7,388) | 87,281 |
Cash and cash equivalents at beginning of period | 87,172 | 431 |
Cash and cash equivalents at end of period | 79,784 | 87,172 |
Cash paid during period for | ||
Cash paid for interest | 11,626 | |
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 | 80,000 | 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 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 12 Months Ended |
Aug. 31, 2018 | |
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 marketing and selling 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, which it introduced in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, the Company markets its products as dietary supplements through its retail ecommerce store found at www.bespokeextracts.com. In the future, the Company also intends to sell its products through wholesale channels. Principles of Consolidation The accompanying financial statements present on a consolidated basis the accounts of Bespoke Extracts, 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. Major Customers Sales to one customer, who is the spouse of one of the Company’s significant shareholders, amounted to 24% of sales for the year ended August 31, 2018. The loss of business from one or a combination of the Company’s significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations. Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $7,609,558 for the year ended August 31, 2018 and had a working capital deficit of $391,553 as of August 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. 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. Inventory Inventories are stated at the lower of cost or net realizable 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 August 31, 2018, inventory amounted to $61,857 which consisted of finished goods. 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 recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying unaudited condensed financial statements. Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company’s consolidated statements of operations during the year ended August 31, 2018. 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 2018 and 2017 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, 2018 | |
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 $20,185 in cash and 200,000 shares of the Company’s common stock valued at $30,000. For the years ended August 31, 2018 and 2017 amortization expense amounted to $3,346 and $1,739, respectively. The domain names are being amortized over a 15 year period. |
Note Payable - Related Party
Note Payable - Related Party | 12 Months Ended |
Aug. 31, 2018 | |
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, 2018 and the year ended August 31, 2017: August 31, August 31, Notes payable – related party at beginning of period $ 50 $ 5,500 Payments on notes payable – related party - (5,550 ) Borrowings on notes payable – related party - 50 Note payable – related party at end of period $ 50 $ 50 On February 14, 2017, the Company issued to Lyle Hauser, the Company’s largest shareholder at the time, 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. On May 17, 2016, the Company issued to The Vantage Group Ltd. (“Vantage”), a significant shareholder at that time, 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 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. On April 17, 2017 the preceding notes issued to Vantage were amended to be convertible into common stock and to mature on April 18, 2018. The convertible notes had a fixed conversion price of $0.008. The amendments to the notes created a beneficial conversion feature of $123,000 and amortization of the discount of $123,000 during the year ended August 31, 2018. The Company issued a total of 10,050,000 shares of common stock to convert $80,000 principal and$400 of accrued interest into common stock and the remaining $43,000 was exchanged with an additional $2,000 of accrued interest to purchase assets of the Company. The changes in notes payable to these related parties consisted of the following during the year ended August 31, 2018 and 2017. August 31, August 31, 2017 Notes payable – related party at beginning of period $ 153,000 $ 26,000 Payments on notes payable – related party (30,000 ) - Conversion (80,000 ) - Exchange for purchase of Company assets (43,000 ) - Borrowings on notes payable – related party - 127,000 Note payables – related party at end of period $ - $ 153,000 |
Convertible Debenture - Related
Convertible Debenture - Related Party | 12 Months Ended |
Aug. 31, 2018 | |
Convertible Debenture Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 4. CONVERTIBLE DEBENTURE – RELATED PARTY 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 rate until paid in full. In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares of common stock 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 $162,473 was recognized during the year ended August 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 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 principal. As of August 31, 2018 the Company has accrued $34,015. August 31, August 31, Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount (184,364 ) (346,837 ) Related Party Convertible debenture, net of unamortized discount $ 355,636 $ 193,163 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 $29,652 was recognized during the year ended August 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 August 31, 2018 the Company has accrued $25,000. August 31, Convertible debenture $ 180,000 Unamortized discount (98,847 ) Convertible debenture, net of unamortized discount $ 81,153 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 $37,994 was recognized during the year ended August 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 August 31, 2018 the Company has accrued $20,000. August 31, Convertible debenture $ 120,000 Unamortized discount (14,936 ) Convertible debenture, net of unamortized discount $ 105,064 |
Equity
Equity | 12 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY Common Stock 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 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 4). 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 were cancelled and returned to the Company along with the return of the $2,000 exercise price. 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 following such investment was 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 to 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, he 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. 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. On June 15, 2018, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement for cash of $50,000. On August 29, 2018 the Company issued 30,000 shares of common stock for services valued at $44,400. Warrants During the year ended August 31, 2017, warrant activity includes the following: 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. During the year ended August 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 December 13, 2017, the Company issued 100,000 warrants to McGlothin Holdings Ltd. The relative fair value of the warrants of $4,984 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 were subject to forfeiture 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 year ended August 31, 2018 totaled $3,633,532; the warrant expense under this award for the year ended August 31, 2017 totaled $1,014,489. As of August 31, 2018, $6,359,316 remains to be expensed over the remaining vesting period. Effective October 30, 2018, Marc Yahr resigned from all positions with the Company including as President and Chief Executive Officer of the Company (except as director, which he resigned as on November 25, 2018). 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 $58,816 of which $51,635 was recognized during the year ended August 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 $106,663 of which $65,005 was recognized during the year ended August 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 $3,419,925 of which $1,457,561 was recognized during the year ended August 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 August 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, 2018 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 each month to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10,000 in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 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. On July 11, 2018 the Company terminated the agreement. On August 1, 2018 the Company entered into a new consulting agreement with Dr. Hellman. The term is 1 year with payment of 60,000 warrants each month to purchase common stock with an exercise price of $0.60. The warrants may be exercised on a cashless basis. A total of $256,038 warrant expense in relation to this award was recognized during the year ended August 31, 2018. 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. The following table summarizes the warrant activities during the year ended August 31, 2018, and 2017, respectively: Number of Weighted- Outstanding at August 31, 2016 - $ - Granted 40,900,000 0.02 Canceled or expired (40,000,000 ) - Exercised - - Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,930,000 0.69 Canceled or expired - - Exercised - - Outstanding at August 31, 2018 2,830,000 $ 0.79 Exercisable at August 31, 2018 1,610,000 $ 1.00 Intrinsic value at August 31, 2018 $ 538,500 The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions: Grant Date For the year ended August 31, 2018 Risk-free interest rate at grant date 1.52% -2.70% Expected stock price volatility 183% - 362% Expected dividend payout - Expected option in life-years 2.5 - 6.5 years Grant Date For the year ended August 31, 2017 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 options 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. The aggregate fair value of the award as of August 31, 2018 was determined to be $1,112,547 and for the year ended August 31, 2018 option expense recognized totaled $1,000,820. The aggregate fair value of the award as of August 31, 2017 was determined to be $485,248 and 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 August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2018 1,200,000 $ 1.00 Exercisable at August 31, 2018 600,000 1.00 Intrinsic value at August 31, 2018 $ - |
Related Party Asset Purchase Ag
Related Party Asset Purchase Agreement | 12 Months Ended |
Aug. 31, 2018 | |
Related Party Asset Purchase Agreement [Abstract] | |
RELATED PARTY ASSET PURCHASE AGREEMENT | 6. 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. |
Employment Agreement
Employment Agreement | 12 Months Ended |
Aug. 31, 2018 | |
Employment Agreement [Abstract] | |
EMPLOYMENT AGREEMENT | 7. EMPLOYMENT AGREEMENT On March 14, 2017, the Company entered into a two year employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The warrant was exercised in full on March 28, 2017. The shares of common stock underlying the warrant were issued on April 6, 2017. On September 6, 2017, Barry Tenzer resigned as President and Chief Executive Officer of the Company. In connection with the resignation of Mr. Tenzer his stock issued pursuant to his employment agreement was 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. On May 22, 2017, the Company entered into an employment agreement with Mr. Yahr pursuant to which Mr. Yahr would 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, 2018 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum Tax (“AMT”). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company’s deferred tax assets and liabilities was offset by a change in the valuation allowance. FASB ASC 740, Income Taxes, At August 31, 2018 and August 31, 2017, respectively, the Company had $2,844,565 and $2,097,117, respectively, of U.S. net operating loss carryforwards remaining, which expire beginning in 2017. As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken. Tax returns for the years ended August 31, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service. A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended August 31: 2018 2017 Federal statutory taxes (35.00 )% (35.00 )% Change in tax rate estimate 14.00 % - Change in valuation allowance 21.00 % 35.00 % - % - % The valuation allowance for deferred tax assets as of August 31, 2018 and 2017 was $601,978 and $733,991 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion 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, 2018 and 2017 and recorded a full valuation allowance. Reconciliation between the statutory rate and the effective tax rate is as follows at August 31: 2018 2017 Federal statutory tax Reconciliation rate (21.0 )% (35.0 )% Permanent difference and other - - Components of net deferred tax assets, including a valuation allowance, are as follows at August 31st: 2018 2017 Deferred tax assets: Net operating loss 597,359 734,291 Valuation allowance (597,359 ) (734,291 ) Total deferred tax assets $ - $ - A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended August 31, 2018 and 2017 is set forth below: 2018 2017 Net loss (2,663,345 ) (2,337,824 ) Non-deductible expenses and other 1,441,043 2,212,472 Effect due to decrease in tax rates 1,359,234 - Change in valuation allowance (136,932 ) (125,352 ) Benefit from income taxes $ - $ - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS On May 17, 2016, the Company issued to Lyle Hauser, who was then 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 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 was being negotiated with VMI Acquisitions, LLC for purchase of certain of our Company’s assets. During the year ended August 31, 2018 sales to a customer, who is the spouse of one of the Company’s significant shareholders, amounted to $3,975. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES 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 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 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 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 $10,000 in monthly sales, the warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 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. On July 11, 2018 the Company terminated the agreement. On August 1, 2018 the Company entered into a new consulting agreement with Dr. Hellman. The term is 1 year with payment of 60,000 warrants to purchase common stock with an exercise price of $0.60. The warrants may be exercised on a cashless basis. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Between September 1, 2018 and December 14, 2018 the Company sold a total of 2,300,000 shares of common stock for proceeds of $135,000. On October 13, 2018 the Company issued 1,000,000 shares of common stock for a sponsorship. Effective October 30, 2018, Marc Yahr resigned from all positions with the Company including as President and Chief Executive Officer of the Company, except as a member of the board of directors. On November 25, 2018 Mr. Yahr resigned as his position as a member board of directors. On November 6, 2018 Mr. Yahr returned 16,000,000 shares of common stock to the treasury. Effective October 30, 2018, the Board of Directors of the Company appointed Niquana Noel as President and Chief Executive Officer of the Company. Effective October 30, 2018, the Company entered into an employment agreement with Ms. Noel pursuant to which Ms. Noel will serve as the Company’s Chief Executive Officer and president for a term of four years, unless earlier terminated pursuant to the terms of the employment agreement. Pursuant to the terms of the employment agreement, Ms. Noel’s annual salary is $96,000 and she 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. Ms. Noel exercised the warrant and was issued the 20,000,000 shares on October 31, 2018. |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 12 Months Ended |
Aug. 31, 2018 | |
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 marketing and selling 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, which it introduced in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, the Company markets its products as dietary supplements through its retail ecommerce store found at www.bespokeextracts.com. In the future, the Company also intends to sell its products through wholesale channels. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements present on a consolidated basis the accounts of Bespoke Extracts, 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. |
Major Customers | Major Customers Sales to one customer, who is the spouse of one of the Company’s significant shareholders, amounted to 24% of sales for the year ended August 31, 2018. The loss of business from one or a combination of the Company’s significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has reported a net loss of $7,609,558 for the year ended August 31, 2018 and had a working capital deficit of $391,913 as of August 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. |
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. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable 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 August 31, 2018, inventory amounted to $61,857 which consisted of finished goods. |
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 recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying unaudited condensed financial statements. Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company’s consolidated statements of operations during the year ended August 31, 2018. |
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 2018 and 2017 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, 2018 | |
Note Payable - Related Party [Abstract] | |
Schedule of notes payable to related party | 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 $ 50 $ 5,500 Payments on notes payable – related party - (5,550 ) Borrowings on notes payable – related party - 50 Note payable – related party at end of period $ 50 $ 50 The changes in notes payable to these related parties consisted of the following during the year ended August 31, 2018 and 2017. August 31, August 31, 2017 Notes payable – related party at beginning of period $ 153,000 $ 26,000 Payments on notes payable – related party (30,000 ) - Conversion (80,000 ) - Exchange for purchase of Company assets (43,000 ) - Borrowings on notes payable – related party - 127,000 Note payables – related party at end of period $ - $ 153,000 |
Convertible Debenture - Relat_2
Convertible Debenture - Related Party (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Convertible Debenture Related Party [Abstract] | |
Schedule of convertible debenture net of unamortized discount | August 31, August 31, Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount (184,364 ) (346,837 ) Related Party Convertible debenture, net of unamortized discount $ 355,636 $ 193,163 August 31, Convertible debenture $ 180,000 Unamortized discount (98,847 ) Convertible debenture, net of unamortized discount $ 81,153 August 31, Convertible debenture $ 120,000 Unamortized discount (14,936 ) Convertible debenture, net of unamortized discount $ 105,064 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Related Party Transaction [Line Items] | |
Schedule of warrant activity and stock options | Number of Weighted- Outstanding at August 31, 2016 - $ - Granted 40,900,000 0.02 Canceled or expired (40,000,000 ) - Exercised - - Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,930,000 0.69 Canceled or expired - - Exercised - - Outstanding at August 31, 2018 2,830,000 $ 0.79 Exercisable at August 31, 2018 1,610,000 $ 1.00 Intrinsic value at August 31, 2018 $ 538,500 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 August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2018 1,200,000 $ 1.00 Exercisable at August 31, 2018 600,000 1.00 Intrinsic value at August 31, 2018 $ - |
Schedule of fair value of the warrants was estimated using the Black-Scholes option pricing model | Grant Date For the year ended August 31, 2018 Risk-free interest rate at grant date 1.52% -2.70% Expected stock price volatility 183% - 362% Expected dividend payout - Expected option in life-years 2.5 - 6.5 years Grant Date For the year ended August 31, 2017 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes [Abstract] | |
Schedule of federal statutory rate | 2018 2017 Federal statutory taxes (35.00 )% (35.00 )% Change in tax rate estimate 14.00 % - Change in valuation allowance 21.00 % 35.00 % - % - % |
Schedule of statutory rate and the effective tax rate | 2018 2017 Federal statutory tax Reconciliation rate (21.0 )% (35.0 )% Permanent difference and other - - |
Schedule of net deferred tax | 2018 2017 Deferred tax assets: Net operating loss 597,359 734,291 Valuation allowance (597,359 ) (734,291 ) Total deferred tax assets $ - $ - |
Schedule of U.S. federal income tax rate | 2018 2017 Net loss (2,663,345 ) (2,337,824 ) Non-deductible expenses and other 1,441,043 2,212,472 Effect due to decrease in tax rates 1,359,234 - Change in valuation allowance (136,932 ) (125,352 ) Benefit from income taxes $ - $ - |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 16, 2012 | Aug. 31, 2018 | Aug. 31, 2017 | May 16, 2012 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||||
Net loss | $ (7,609,558) | $ (6,679,497) | ||
Working capital deficit | 391,553 | |||
Additional common stock issued | 33,959,744 | |||
Additional shares issued | 71,286,155 | |||
Inventory finished goods | $ 61,857 | |||
Percentage of sales | 24.00% | |||
Maximum [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||||
Depreciated over their estimated useful lives | 15 years | |||
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 | Sep. 18, 2017 | Aug. 31, 2018 | 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 | $ 51,503 | $ 3,346 | $ 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, 2018 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 153,000 | $ 26,000 |
Payments on notes payable - related party | (30,000) | |
Borrowings on notes payable - related party | 127,000 | |
Notes payable - related party at end of period | 153,000 | |
Shareholder [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | 50 | 5,500 |
Payments on notes payable - related party | (5,550) | |
Borrowings on notes payable - related party | 50 | |
Notes payable - related party at end of period | 50 | 50 |
Mr. Tenzer [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 50 | |
Notes payable - related party at end of period | $ 50 |
Note Payable - Related Party _2
Note Payable - Related Party (Details 1) - Unsecured Debt [Member] - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 153,000 | $ 26,000 |
Payments on notes payable - related party | (30,000) | |
Conversion | (80,000) | |
Exchange for purchase of Company assets | (43,000) | |
Borrowings on notes payable - related party | 127,000 | |
Notes payable - related party at end of period | $ 153,000 |
Note Payable - Related Party _3
Note Payable - Related Party (Details Textual) - USD ($) | Nov. 17, 2016 | Nov. 14, 2016 | Aug. 15, 2016 | Jul. 05, 2016 | May 31, 2018 | Apr. 17, 2017 | Mar. 31, 2017 | Feb. 17, 2017 | Feb. 14, 2017 | Oct. 27, 2016 | May 17, 2016 | Apr. 27, 2016 | Aug. 31, 2018 | Aug. 31, 2017 | Jun. 11, 2018 | Sep. 18, 2017 | Oct. 26, 2016 | Aug. 31, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||||
Amortization of debt discount | $ 353,119 | $ 35,653 | ||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible debenture | $ 180,000 | |||||||||||||||||
7% Unsecured promissory note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured promissory note issued | $ 16,000 | |||||||||||||||||
Unsecured debt, interest rate | 7.00% | |||||||||||||||||
Unsecured promissory note maturity, description | Maturity of six months from the date of issuance. | |||||||||||||||||
Convertible debenture | 153,000 | $ 26,000 | ||||||||||||||||
Total notes payable to related party | 153,000 | $ 26,000 | ||||||||||||||||
7% Unsecured promissory note [Member] | Shareholder [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 10,000 | |||||||||||||
Unsecured promissory note maturity, description | Matures six months from the date of issuance. | Mature on April 18, 2018 | 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. | ||||||||||||
Debt instrument, description | The Company issued a total of 10,050,000 shares of common stock to convert $80,000 principle and$400 of accrued interest into common stock and the remaining $43,000 was exchanged with additional $2,000 of accrued interest to purchase assets of the Company. | |||||||||||||||||
Conversion price | $ 0.008 | |||||||||||||||||
Beneficial conversion feature | $ 123,000 | |||||||||||||||||
Amortization of debt discount | $ 123,000 | |||||||||||||||||
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 | |||||||||||||||||
7% Unsecured promissory note [Member] | Lyle Hauser [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured promissory note issued | $ 30,000 | |||||||||||||||||
Repaid of principal amount | $ 30,000 | |||||||||||||||||
Unsecured promissory note maturity, description | Matured six months from the date of issuance. | |||||||||||||||||
Accrued interest | $ 2,811 |
Convertible Debenture - Relat_3
Convertible Debenture - Related Party (Details) - USD ($) | Aug. 31, 2018 | Dec. 13, 2017 | Aug. 31, 2017 |
Convertible Debenture [Member] | |||
Marketable Securities [Line Items] | |||
Related Party Convertible debenture | $ 540,000 | $ 540,000 | |
Unamortized discount | (184,364) | (346,837) | |
Related Party Convertible debenture, net of unamortized discount | 355,636 | $ 193,163 | |
Convertible Debenture One [Member] | |||
Marketable Securities [Line Items] | |||
Related Party Convertible debenture | 180,000 | $ 120,000,000 | |
Unamortized discount | (98,847) | ||
Related Party Convertible debenture, net of unamortized discount | 81,153 | ||
Convertible Debenture Two [Member] | |||
Marketable Securities [Line Items] | |||
Related Party Convertible debenture | 120,000 | ||
Unamortized discount | (14,936) | ||
Related Party Convertible debenture, net of unamortized discount | $ 105,064 |
Convertible Debenture - Relat_4
Convertible Debenture - Related Party (Details Textual) - USD ($) | Dec. 13, 2017 | Apr. 11, 2017 | Sep. 18, 2017 | Aug. 31, 2018 | Aug. 31, 2017 |
Convertible Debenture - Related Party (Textual) | |||||
Fair value of related party | $ 79,449 | ||||
Convertible Debenture [Member] | |||||
Convertible Debenture - Related Party (Textual) | |||||
Maturity terms | 2 years | ||||
Convertible debenture amount | $ 540,000 | 202,490 | |||
Original issue discount of convertible debt | $ 180,000 | ||||
Interest rate | 0.00% | ||||
Aggregate of shares of common stock | 2,700,000 | ||||
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 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. | ||||
Accured interest | 34,015 | ||||
Amortization | 162,473 | ||||
Fair value of warrants | $ 44,981 | ||||
Fair value of related party | $ 157,509 | ||||
Convertible Debenture One [Member] | |||||
Convertible Debenture - Related Party (Textual) | |||||
Maturity terms | 1 year | ||||
Convertible debenture amount | $ 120,000,000 | 180,000 | |||
Original issue discount of convertible debt | $ 20,000 | ||||
Interest rate | 0.00% | ||||
Aggregate of shares of common stock | 200,000 | ||||
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. | ||||
Accured interest | 20,000 | ||||
Amortization | 37,994 | ||||
Fair value of warrants | $ 32,930 | ||||
Related Party [Member] | |||||
Convertible Debenture - Related Party (Textual) | |||||
Maturity terms | 2 years | ||||
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 | ||||
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. | ||||
Accured interest | 25,000 | ||||
Amortization | $ 29,652 | ||||
Fair value of warrants | $ 68,499 |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding Beginning Balance | 1 | |
Granted | 2,200,000 | |
Canceled or expired | ||
Exercised | 1,000,000 | |
Addition due to ratchet trigger | ||
Outstanding Ending Balance | 1,200,000 | 1 |
Exercisable | 600,000 | |
Intrinsic value | ||
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ 1 | |
Weighted-Average Price Per Share, Granted | 0.55 | |
Weighted-Average Price Per Share, Canceled or expired | ||
Weighted-Average Price Per Share, Exercised | 0.001 | |
Weighted-Average Price Per Share, Addition due to ratchet trigger | ||
Weighted-Average Price Per Share, Outstanding Ending Balance | 1 | $ 1 |
Weighted-Average Price Per Share, Exercisable | $ 1 | |
Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding Beginning Balance | 900,000 | |
Granted | 1,930,000 | 40,900,000 |
Canceled or expired | (40,000,000) | |
Exercised | ||
Outstanding Ending Balance | 2,830,000 | 900,000 |
Exercisable | 1,610,000 | |
Intrinsic value | $ 538,500 | |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ 1 | |
Weighted-Average Price Per Share, Granted | 0.69 | 0.02 |
Weighted-Average Price Per Share, Canceled or expired | ||
Weighted-Average Price Per Share, Exercised | ||
Weighted-Average Price Per Share, Outstanding Ending Balance | 0.79 | $ 1 |
Weighted-Average Price Per Share, Exercisable | $ 1 | |
Warrants [Member] | Barry Tenzer [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding Beginning Balance | ||
Outstanding Ending Balance | ||
Weighted-Average Price Per Share, Outstanding Beginning Balance | ||
Weighted-Average Price Per Share, Outstanding Ending Balance |
Equity (Details 1)
Equity (Details 1) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
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 | 1.52% | 1.06% |
Expected stock price volatility | 183.00% | 117.00% |
Expected option in life-years | 2 years 6 months | 1 year |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate at grant date | 2.70% | 1.44% |
Expected stock price volatility | 362.00% | 362.00% |
Expected option in life-years | 6 years 6 months | 3 years |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Oct. 13, 2018 | Aug. 01, 2018 | Jun. 11, 2018 | May 15, 2018 | Mar. 09, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Dec. 13, 2017 | Nov. 10, 2017 | Apr. 11, 2017 | Oct. 30, 2018 | Aug. 29, 2018 | Jun. 15, 2018 | May 29, 2018 | Apr. 16, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Dec. 28, 2017 | Nov. 27, 2017 | Sep. 22, 2017 | Sep. 18, 2017 | Jul. 26, 2017 | Jun. 29, 2017 | May 22, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Mar. 20, 2018 | May 31, 2017 | Mar. 14, 2017 | Aug. 31, 2016 |
Equity (Textual) | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Fair value of amortized discount | $ 157,509 | $ 51,503 | $ 3,346 | $ 1,739 | ||||||||||||||||||||||||||
Option expense | $ 273,185 | |||||||||||||||||||||||||||||
Proceeds from warrants | 5,000 | |||||||||||||||||||||||||||||
Fair value of related party | 79,449 | |||||||||||||||||||||||||||||
Shares cancelled | 20,000,000 | |||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 3,000 | |||||||||||||||||||||||||||||
Terms of options | 3 years | |||||||||||||||||||||||||||||
Stock purchase agreement for cash | $ 60,300 | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||
Sale of intellectual property | $ 0 | |||||||||||||||||||||||||||||
Capital contribution amount | 180,000 | |||||||||||||||||||||||||||||
Common stock for services, value | 157,509 | |||||||||||||||||||||||||||||
Warrant expense | 3,633,532 | 1,014,489 | ||||||||||||||||||||||||||||
Warrant expense over vesting period | 6,359,316 | |||||||||||||||||||||||||||||
Sales Representation Agreement [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.50 | |||||||||||||||||||||||||||||
Fair value of warrants | 58,816 | |||||||||||||||||||||||||||||
Terms of warrants | 3 years | |||||||||||||||||||||||||||||
Aggregate of shares | 60,000 | |||||||||||||||||||||||||||||
Fair value of warrants recognized | 51,635 | |||||||||||||||||||||||||||||
Convertible Debt Securities [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Fair value of related party | 157,509 | |||||||||||||||||||||||||||||
Fair value of warrants | 44,981 | |||||||||||||||||||||||||||||
Convertible debenture | 540,000 | 202,490 | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Common stock shares issued upon conversion of a convertible note | 2,700,000 | |||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.40 | |||||||||||||||||||||||||||||
Fair value of warrants | 106,663 | |||||||||||||||||||||||||||||
Terms of warrants | 1 year | |||||||||||||||||||||||||||||
Aggregate of shares | 120,000 | |||||||||||||||||||||||||||||
Fair value of warrants recognized | 65,005 | |||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Stock purchase agreement for cash | $ 50,000 | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||
Aggregate common stock value | $ 50,000 | |||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||
Common stock for services, shares | 30,000 | |||||||||||||||||||||||||||||
Common stock for services, value | $ 44,400 | |||||||||||||||||||||||||||||
Holder [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 14,240 | |||||||||||||||||||||||||||||
Convertible debenture | $ 120,000 | |||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 20,000 | |||||||||||||||||||||||||||||
Unsecured debt, interest rate | 7.00% | |||||||||||||||||||||||||||||
Terms of convertible debt | 1 year | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 1,780,000 | 200,000 | ||||||||||||||||||||||||||||
Aggregate common stock value | $ 27,946 | |||||||||||||||||||||||||||||
Interest rate of debt conversion | 0.00% | |||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||
Mcglothin Holdings Ltd [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,984 | |||||||||||||||||||||||||||||
Debt instrument warrants issued to lender | 100,000 | |||||||||||||||||||||||||||||
Global Corporate Management, Llc [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 150,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.50 | |||||||||||||||||||||||||||||
Fair value of warrants | 3,419,925 | |||||||||||||||||||||||||||||
Terms of warrants | 5 years | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 4,000 | |||||||||||||||||||||||||||||
Fair value of warrants recognized | $ 1,457,561 | |||||||||||||||||||||||||||||
Patagonia Global Trading, Llc [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 50,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.30 | |||||||||||||||||||||||||||||
Interest rate of debt conversion | 10.00% | |||||||||||||||||||||||||||||
Patagonia Global Trading, Llc [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 50,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.30 | |||||||||||||||||||||||||||||
7% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 12,400 | |||||||||||||||||||||||||||||
Convertible debenture | $ 153,000 | $ 26,000 | ||||||||||||||||||||||||||||
Unsecured debt, interest rate | 7.00% | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 2,000,000 | 1,550,000 | ||||||||||||||||||||||||||||
Accrued interest | $ 16,000 | |||||||||||||||||||||||||||||
7% Convertible Promissory Note [Member] | Holder [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 11,200 | $ 11,600 | ||||||||||||||||||||||||||||
Unsecured debt, interest rate | 7.00% | 7.00% | ||||||||||||||||||||||||||||
Aggregate common stock shares issued | 1,400,000 | 1,450,000 | ||||||||||||||||||||||||||||
Options [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Issuance of options | 2,200,000 | 40,000,000 | ||||||||||||||||||||||||||||
Options Exercised | 1,000,000 | |||||||||||||||||||||||||||||
Option expense | $ 1,000,820 | |||||||||||||||||||||||||||||
Aggregate common stock value | $ 1,112,547 | $ 485,248 | ||||||||||||||||||||||||||||
Options exercise price | $ 0.001 | |||||||||||||||||||||||||||||
Options vested shares | 1,200,000 | |||||||||||||||||||||||||||||
Options vested shares, exercise price | $ 1 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Issuance of options | 1,930,000 | 40,900,000 | ||||||||||||||||||||||||||||
Options Exercised | ||||||||||||||||||||||||||||||
Fair value of warrants | $ 16,996 | |||||||||||||||||||||||||||||
Terms of warrants | 3 years | |||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 60,000 | |||||||||||||||||||||||||||||
Debt instrument warrants issued to lender | 300,000 | |||||||||||||||||||||||||||||
Aggregate common stock shares issued | 900,000 | |||||||||||||||||||||||||||||
Warrants pursuant to stock purchase agreement | 300,000 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||
Common stock per share price | $ 0.0001 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||
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 remaining period | $ 10,998,105 | |||||||||||||||||||||||||||||
Compensation expense recognized over service period | 3 years | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
VMI Acquisitions, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Purchase price of intellectual property | $ 180,000 | |||||||||||||||||||||||||||||
Mr. Yahr [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Aggregate of shares | 20,000,000 | |||||||||||||||||||||||||||||
Dr. David Hellman [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 50,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.60 | |||||||||||||||||||||||||||||
Terms of warrants | 1 year | |||||||||||||||||||||||||||||
Consulting agreement, description | If the Consultant generates more than $10,000 in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 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. | |||||||||||||||||||||||||||||
Dr. Hellman [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 60,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 0.60 | |||||||||||||||||||||||||||||
Terms of warrants | 1 year | |||||||||||||||||||||||||||||
Warrant expense | $ 256,038 | |||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||||||
Principal amount | $ 180,000 | |||||||||||||||||||||||||||||
Common stock per share price | $ 1 | |||||||||||||||||||||||||||||
Terms of warrants | 3 years | |||||||||||||||||||||||||||||
Convertible debenture | $ 180,000 | |||||||||||||||||||||||||||||
Common stock shares issued in convertible note | 900,000 | |||||||||||||||||||||||||||||
Convertible debt, description | 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 $44,981 was recognized as a discount to the note. |
Related Party Asset Purchase _2
Related Party Asset Purchase Agreement (Details) - VMI Acquisitions, Llc [Member] - USD ($) | Mar. 09, 2018 | Aug. 29, 2017 |
Related Party Asset Purchase Agreement (Textual) | ||
Deposits | $ 82,750 | |
Payments for Purchase of Other Assets | 7,500 | |
Remaining purchase price | $ 45,000 | |
Proceeds from Contributed Capital | $ 180,000 | |
Sale Leaseback Transaction, Net Book Value | $ 0 |
Employment Agreement (Details)
Employment Agreement (Details) - $ / shares | 1 Months Ended | ||
May 22, 2017 | Oct. 13, 2018 | Mar. 14, 2017 | |
Mr. Tenzer [Member] | |||
Employment Agreement (Textual) | |||
Warrant to purchase of common stock | 20,000,000 | 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) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Taxes [Abstract] | ||
Federal statutory taxes | (35.00%) | (35.00%) |
Change in tax rate estimate | 14.00% | |
Change in valuation allowance | 21.00% | 35.00% |
Total federal statutory rate |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Taxes [Abstract] | ||
Federal statutory taxes | (35.00%) | (35.00%) |
Permanent difference and other |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Deferred tax assets: | ||
Net operating loss | $ 597,359 | $ 734,291 |
Valuation allowance | (597,359) | (734,291) |
Total deferred tax assets |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Taxes [Abstract] | ||
Net loss | $ (2,663,345) | $ (2,337,824) |
Non-deductible expenses and other | 1,441,043 | 2,212,472 |
Effect due to decrease in tax rates | 1,359,234 | |
Change in valuation allowance | (136,932) | (125,352) |
Benefit from income taxes |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | Aug. 31, 2018 | Dec. 22, 2017 | Aug. 31, 2017 |
Income Taxes (Textual) | |||
Net operating loss carryforward | $ 2,844,565 | $ 2,097,117 | |
Valuation allowance for deferred tax assets | 597,359 | 734,291 | |
Deferred tax assets net of valuation allowance | |||
Operating loss carryforwards, net | 597,359 | 734,291 | |
Deferred Income Tax Charge [Member] | |||
Income Taxes (Textual) | |||
Valuation allowance for deferred tax assets | 601,978 | 733,991 | |
Deferred tax assets net of valuation allowance | $ 601,979 | $ 733,911 | |
Maximum [Member] | |||
Income Taxes (Textual) | |||
operating losses, net | 35.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
operating losses, net | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 14, 2016 | Aug. 15, 2016 | Jul. 05, 2016 | Apr. 17, 2017 | Mar. 31, 2017 | Feb. 17, 2017 | Oct. 27, 2016 | May 17, 2016 | Apr. 27, 2016 | Aug. 31, 2018 | Jun. 11, 2018 | Dec. 28, 2017 | Sep. 18, 2017 | Aug. 31, 2017 | Oct. 26, 2016 | Aug. 31, 2016 |
Related Party Transactions (Textual) | ||||||||||||||||
Accounts payable - related party | $ 50 | $ 30,050 | ||||||||||||||
Related party outstanding payable | 45,000 | |||||||||||||||
Sales to related party amount | $ 3,975 | |||||||||||||||
Mr. Tenzer [Member] | ||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||
Accounts payable - related party | 0 | |||||||||||||||
Related party outstanding payable | $ 14,609 | |||||||||||||||
7% Unsecured promissory note [Member] | ||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||
Principal amount | $ 12,400 | |||||||||||||||
Convertible debenture | $ 153,000 | $ 26,000 | ||||||||||||||
Unsecured promissory note issued | $ 16,000 | |||||||||||||||
Unsecured promissory note maturity, description | Maturity of six months from the date of issuance. | |||||||||||||||
Unsecured debt, interest rate | 7.00% | |||||||||||||||
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) | ||||||||||||||||
Principal amount | $ 180,000 | |||||||||||||||
Convertible debenture | $ 180,000 | |||||||||||||||
Shareholder [Member] | 7% Unsecured promissory note [Member] | ||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 30,000 | $ 10,000 | $ 10,000 | |||||||||||
Unsecured promissory note maturity, description | Matures six months from the date of issuance. | Mature on April 18, 2018 | 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. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 01, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Apr. 16, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Mar. 20, 2018 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Monthly service received | $ 22,925 | ||||||||
Global Corporate Management, Llc [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.50 | ||||||||
Warrant to purchase of common stock | 150,000 | ||||||||
Terms of warrants | 5 years | ||||||||
Payments to issue of common stock | $ 4,000 | ||||||||
Patagonia Global Trading, Llc [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.30 | ||||||||
Warrant to purchase of common stock | 50,000 | ||||||||
Sales Representation Agreement [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.50 | ||||||||
Warrant to purchase of common stock | 10,000 | ||||||||
Percentage of net sales | 6.00% | ||||||||
Terms of warrants | 3 years | ||||||||
Consulting Agreement [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.40 | ||||||||
Warrant to purchase of common stock | 10,000 | ||||||||
Terms of warrants | 1 year | ||||||||
Consulting Agreement [Member] | Note Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Warrant to purchase of common stock | 120,000 | ||||||||
Consulting Agreement [Member] | Dr David Hellman [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.60 | $ 0.60 | |||||||
Warrant to purchase of common stock | 60,000 | 50,000 | |||||||
Terms of warrants | 1 year | 1 year | |||||||
Consulting agreement, description | However, if the consultant generates more than $10,000 in monthly sales, the warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 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] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.40 | ||||||||
Warrant to purchase of common stock | 10,000 | ||||||||
Terms of warrants | 1 year | ||||||||
Monthly service received | $ 2,500 | ||||||||
Consulting Agreement [Member] | Patagonia Global Trading, Llc [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||
Common stock per share price | $ 0.30 | ||||||||
Warrant to purchase of common stock | 50,000 | ||||||||
Consulting agreement, description | 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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 13, 2018 | Sep. 01, 2018 | Oct. 30, 2018 | Sep. 22, 2017 | Dec. 14, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 06, 2018 | Mar. 14, 2017 |
Subsequent Events (Textual) | |||||||||
Proceeds from sale of common stock, value | $ 460,300 | ||||||||
Issued shares of common stock | 1,000,000 | 1,000,000 | |||||||
Purchase of common stock | $ 30,000 | ||||||||
Exercise proceeds of warrants | $ 3,000 | ||||||||
CEO [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Treasury of common stock | 16,000,000 | ||||||||
Warrants exercisable | 20,000,000 | 20,000,000 | |||||||
Subsequent event, description | The terms of the employment agreement, Ms. Noel's annual salary is $96,000 and she 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. | ||||||||
Warrants exercisable price per share | $ 0.0001 | ||||||||
Subsequent Events [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Proceeds from sale of common stock, shares | 2,300,000 | ||||||||
Proceeds from sale of common stock, value | $ 135,000 | ||||||||
Warrants [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Issued shares of common stock | 900,000 | ||||||||
Issuance of options | 1,930,000 | 40,900,000 |