Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2018 | Jan. 23, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 1,409,197 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Trading Symbol | BSPK | |
Document Period End Date | Nov. 30, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 50,203,907 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Current assets | ||
Cash | $ 114,234 | $ 79,784 |
Accounts receivable | 3,954 | 2,004 |
Prepaid expense | 32,334 | 30,976 |
Inventory | 48,436 | 61,857 |
Total current assets | 198,958 | 174,621 |
Domain names, net of amortization of $5,855 and $5,019 | 44,330 | 45,166 |
Total assets | 243,288 | 219,787 |
Current liabilities | ||
Accounts payable and accrued liabilities | 133,386 | 105,424 |
Convertible notes - related parties, net of unamortized discounts $232,114 and $199,300, respectively | 607,886 | 460,700 |
Note payable - related party | 50 | 50 |
Total current liabilities | 741,322 | 566,174 |
Non-current liabilities | ||
Related party convertible note payable, net of unamortized discounts $0 and $98,847 | 81,153 | |
Total non-current liabilities | 81,153 | |
Total liabilities | 741,322 | 647,327 |
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of November 30, 2018 and August 31, 2018, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 49,902,712 and 42,902,712 shares issued and outstanding as of November 30, 2018 and August 31, 2018, respectively | 49,903 | 42,903 |
Additional paid-in capital | 12,238,907 | 16,246,201 |
Common stock payable | 76,000 | |
Accumulated deficit | (12,862,844) | (16,716,644) |
Total stockholders deficit | (498,034) | (427,540) |
Total liabilities and stockholders' deficit | $ 243,288 | $ 219,787 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 5,855 | $ 5,019 |
Convertible debt, unamortized discounts | 232,114 | 199,300 |
Unamortized discount net | $ 0 | $ 98,847 |
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 | 49,902,712 | 42,902,712 |
Common stock, shares outstanding | 49,902,712 | 42,902,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 41,431 | |
Total Sales | 41,431 | |
Cost of products sold | 11,608 | |
Gross Profit | 29,823 | |
Operating expenses: | ||
Selling, general and administrative (income) expenses | (4,078,341) | 934,745 |
Payroll expense | 19,371 | |
Professional fees | 37,995 | 23,963 |
Consulting | 55,500 | 54,585 |
Amortization expense | 836 | 836 |
Total operating (income) expenses | (3,984,010) | 1,033,500 |
Income /(loss) from operations | 4,013,833 | (1,033,500) |
Other expense | ||
Make good common share expense | (76,000) | |
Interest expense | (84,033) | (103,546) |
Total other expense | (160,033) | (103,546) |
Loss before income tax | 3,853,800 | (1,137,046) |
Provision for income tax | ||
Net Income / (Loss) | $ 3,853,800 | $ (1,137,046) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic and Diluted | 46,257,657 | 28,542,156 |
NET INCOME / (LOSS) PER COMMON SHARE OUTSTANDING | ||
Basic and Diluted | $ 0.08 | $ (0.04) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Cash flows from operating activities | ||
Net Income / (Loss) | $ 3,853,800 | $ (1,137,046) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization expense | 836 | 836 |
Amortization of debt discounts | 66,033 | 119,946 |
Gain on forfeited unvested employee share-based award, net of $1,600 cash paid | (2,440,768) | |
Option and warrant (gain)/expense | (1,801,526) | 935,629 |
Make good common share expense | 76,000 | |
Common stock issued for donation of sponsorship | 120,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (1,950) | |
Inventory | 13,421 | |
Prepaid expense | (1,358) | (100,221) |
Accounts payable and accrued liabilities | 27,962 | 19,952 |
Accounts payable - related party | 28,075 | |
Net Cash used in operating activities | (87,550) | (132,829) |
Cash flow from financing activities | ||
Borrowings on related party convertible debt | 120,000 | |
Proceeds from exercise of warrants | 2,000 | |
Sale of common stock | 120,000 | |
Sale of common stock and warrants | 60,300 | |
Net cash provided by financing activities | 122,000 | 180,300 |
Net increase in cash and cash equivalents | 34,450 | 47,471 |
Cash and cash equivalents at beginning of period | 79,784 | 87,172 |
Cash and cash equivalents at end of period | 114,234 | 134,643 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Discount due beneficial conversion feature | 123,000 | |
Stock issued for conversion of debt - related party | 22,800 | |
Stock issued with related party debt | 51,503 | |
Warrants issued with related party debt | $ 16,996 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Net of cash paid forfeited unvested employee share-based award | $ 1,600 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - 3 months ended Nov. 30, 2018 - USD ($) | Preferred Shares Outstanding | Common Shares Outstanding | Additional Paid-in Capital | Common Stock Payable | Accumulated Deficit | Total |
Balance at Aug. 31, 2018 | $ 42,903 | $ 16,246,201 | $ (16,716,644) | $ (427,540) | ||
Balance, shares at Aug. 31, 2018 | 42,902,712 | |||||
Sale of common stock | $ 2,000 | 118,000 | 120,000 | |||
Sale of common stock, shares | 2,000,000 | |||||
Forfeiture of common stock, net of cash paid | $ (16,000) | (2,424,768) | (2,440,768) | |||
Forfeiture of common stock, net of cash paid, shares | (16,000,000) | |||||
Return of common stock upon forfeiture of unvested employee share-based award, net of cash paid of $1,600 | $ 20,000 | (18,000) | 2,000 | |||
Return of common stock upon forfeiture of unvested employee share-based award, net of cash paid of $1,600, shares | 20,000,000 | |||||
Common stock issued for donation of sponsorship | $ 1,000 | 119,000 | 120,000 | |||
Common stock issued for donation of sponsorship, shares | 1,000,000 | |||||
Stock option and warrant expense | (1,801,526) | (1,801,526) | ||||
Make good common share expense | 76,000 | 76,000 | ||||
Net income | 3,853,800 | 3,853,800 | ||||
Balance at Nov. 30, 2018 | $ 49,903 | $ 12,238,907 | $ 76,000 | $ (12,862,844) | $ (498,034) | |
Balance, shares at Nov. 30, 2018 | 49,902,712 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Deficit (Parenthetical) | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of cash paid forfeited unvested employee share-based award | $ 1,600 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 3 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 1. — NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc, a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2018 filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2018. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of November 30, 2018, and the results of operations and cash flows for the three months ended November 30, 2018 and 2017. The results of operations for the three months ended November 30, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has a working capital deficit as of November 30, 2018 and negative cash flows from operations for the three months ended November 30, 2018. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty. Inventory Inventories are stated at the lower of cost or 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 November 30, 2018 and August 31, 2018, inventory amounted to $48,436 and $61,857, respectively, which consisted of finished goods. 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. Net Income / Loss per Share Basic income / loss per share amounts are computed based on net income / 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 income / loss per share during 2018 and 2017 because their inclusion would have been anti-dilutive. |
Asset Purchase Agreement
Asset Purchase Agreement | 3 Months Ended |
Nov. 30, 2018 | |
Offsetting [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 three months ended November 30, 2018 and 2017 amortization expense amounted to $836 and $836, respectively. The domain names are being amortized over a 15 year period. |
Note Payable - Related Party
Note Payable - Related Party | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 3. NOTE PAYABLE – RELATED PARTY On April 27, 2016, the Company issued its 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 its 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 notes payable to these related parties consisted of the following during the three months ended November 30, 2018 and the year ended August 31, 2018. November 30, August 31, Notes payable – related party at beginning of period $ 50 $ 50 Payments on notes payable – related party - - Borrowings on notes payable – related party - - 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 three months ended November 30, 2018 and the year ended August 31, 2018. November 30, August 31, 2018 Notes payable – related party at beginning of period $ - $ 153,000 ) Payments on notes payable – related party - (30,000 ) Conversion - (80,000 ) Exchange for purchase of Company assets - (43,000 ) Note payables – related party at end of period $ - $ - |
Convertible Debenture - Related
Convertible Debenture - Related Party | 3 Months Ended |
Nov. 30, 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 $43,355 was recognized during the three months ended November 30, 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 November 30, 2018 and August 31, 2018 the Company has accrued $40,015 and $34,015, respectively. November 30, 2018 August 31, 2018 Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount (141,009 ) (184,364 ) Related Party Convertible debenture, net of unamortized discount $ 398,991 $ 355,636 On August 28, 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 $16,062 was recognized during the three months ended November 30, 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 November 30, 2018 and August 31, 2018 the Company has accrued $31,000 and $25,000, respectively. November 30, August 31, Related Party Convertible debenture $ 180,000 $ 180,000 Unamortized discount (82,785 ) (98,847 ) Related Party Convertible debenture, net of unamortized discount $ 97,215 $ 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 $6,616 was recognized during the three months ended November 30, 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 maturity date and repayment of the principal. As of November 30, 2018 and August 31, 2018 the Company has accrued $26,000 and $20,000, respectively. November 30, August 31, Related Party Convertible debenture $ 120,000 $ 120,000 Unamortized discount (8,320 ) (14,936 ) Related Party Convertible debenture, net of unamortized discount $ 111,680 $ 105,064 |
Equity
Equity | 3 Months Ended |
Nov. 30, 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 Series A Convertible Preferred stock with a par value of $0.001. Between September 1, 2018 and November 30, 2018 the Company sold a total of 2,000,000 shares of common stock for proceeds of $120,000. On October 13, 2018 the Company issued 1,000,000 shares of common stock for a sponsorship donation valued at $120,000. 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 a member of the Company’s board of directors. On November 6, 2018, 16,000,000 shares of common stock were returned to the Company for which the Company paid $1,600 to Marc Yahr. This forfeiture was in accordance with the terms of this May 22, 2017 employee share based award and the forfeiture resulted in a gain of $2,440,768 (net of the $1,600 cash paid) representing a reversal of the previously recognized expense for the unvested portion of this freighted award. On October 30, 2018, the Company entered into an employment agreement with Niquana 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 for $2,000 and was issued the 20,000,000 shares on October 31, 2018. The shares received upon the exercise of the warrants are subject to forfeiture over a service period of four years. Pursuant to a securities purchase agreement entered into on June 6, 2018 the Company was obligated to issue additional shares of common stock if the Company sold common stock at a price lower than $0.10 per share (or common stock equivalents with an exercise price less than $0.10 per share) during the six month period following the closing of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser will be equal to $50,000 divided by lower financing price. As of November 30, 2018 the Company was obligated to issue 500,000 shares of common stock valued at $76,000. Warrants During the year ended August 31, 2018, warrant activity included the following: 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. 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). Pursuant to the agreement, Mr. Yahr agreed to return 80% of the warrant shares to the Company if he served as CEO of the Company pursuant to the terms and conditions of the employment agreement for a period of more than 12 months but less than 18 months. Therefore, 16,000,000 shares of common stock were forfeited to the Company, and the Company recognized a gain on the forfeited common shares of ($2,440,768) net of $1,600 paid by the Company. As of November 30, 2018, $0 remains to be expensed over the remaining vesting period. On January 22, 2018, the Company entered into a sales representation agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise price of $0.50, with a term of three years. The warrants shall be exercisable at any time on or after the six (6) month anniversary of each issuance date, at his election, in whole or in part, by means of a cashless exercise. During the three months ended November 30, 2018 the Company recognized a gain of $(31,864) due to a remeasurement of this nonemployee award. On February 1, 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. During the three months ended November 30, 2018 the Company recognized a gain of $(57,703) due to a remeasurement of this nonemployee award. 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 per month (an aggregate of 3,600,000 warrants) with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. During the three months ended November 30, 2018 the Company recognized a gain of $(1,281,412) due to a remeasurement of this nonemployee award. 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 $0.30, and if the consultant generates more than $20,000 in monthly sales, the warrants may be exercised on a cashless basis. Additionally, the Company agreed to pay to the consultant 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 (an aggregate of 720,000 warrants) to purchase common stock with an exercise price of $0.60. The warrants may be exercised on a cashless basis. During the three months ended November 30, 2018 the Company recognized a gain of $(115,843) due to a remeasurement of this nonemployee award. On 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. The fair value of this award was determined to be $2,598,138 of which $54,128 was recognized during the three months ended November 30, 2018. Unamortized expense at November 30, 2018 is $2,544,011. The shares received upon the exercise of the warrants are subject to forfeiture over a service period of four years. The shares will be required to be returned to the Company as follows and the Company accounts for forfeitures when they occur. Ms. Noel shall return 80% of the common stock to the Company if she is not serving as Chief Executive Officer of the Company pursuant to the terms and conditions of her employment agreement as of October 2019 (the first anniversary of the employment agreement); Ms. Noel shall return 60% of the common stock to the Company if she is not serving as the Chief Executive Officer of the Company pursuant to the terms and conditions of the employment agreement as of the second anniversary of the employment agreement (October, 2020); Ms. Noel shall return 40% of the common stock to the Company if she is not serving as Chief Executive Officer of the Company pursuant to the terms and conditions of the employment agreement as of the third anniversary of the employment agreement (October 2021); Ms. Noel shall return 20% of the Common Stock to the Company if she is not serving as the Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement as of the fourth anniversary of the employment agreement (October, 2022); The following table summarizes the warrant activities during the three months ended November 30, 2018 and the year ended August 31, 2018, respectively: Number of Warrants Weighted- Average Price Per Share Outstanding at August 31, 2018 2,830,000 $ 0.79 Granted 20,660,000 0.02 Canceled or expired - - Exercised (20,000,000 ) 0.00 Outstanding at November 30, 2018 3,490,000 $ 0.74 Exercisable at November 30, 2018 2,220,000 $ 0.86 Intrinsic value at November 30, 2018 and August 31, 2018 $ - $ - 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 three months ended November 30, 2018 Risk-free interest rate at grant date 1.11% -2.84% Expected stock price volatility 159% - 263% Expected dividend payout - Expected option in life-years 1 - 6.3 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. During the three months ended November 30, 2018 the Company recognized a gain of $(368,831). Number of Weighted- Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at November 30, 2018 1,200,000 $ 1.00 Exercisable at November 30, 2018 600,000 1.00 Intrinsic value at November 30, 2018 and August 31, 2018 $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. 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. The warrants were granted on February 22, 2018. On March 2, 2018 the Company entered into a two year management agreement with Global Corporate Management, LLC (“GCM”). Pursuant to this agreement, the Company agreed 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). The Company shall pay to GCM a commission equal to 10% of all sales every month. The commission will be paid only for the sales which have closed and cash has been paid to the Company. As of November 30, 2018 GCM has not earned any commissions. 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 agreed to issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $0.30 per share. As of November 30, 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 or warrants to purchase shares of common stock of the Company at a purchase price of $0.30 per share, exercisable 6 months after issuance. The commission will be paid on net sales from protected accounts and the consultant will be issued warrants on net invoices that are paid in full and money is received. 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 $0.30, and if the consultant generates more than $20,000 in monthly sales, the warrants may be exchanged in “cashless exercise”. Additionally, the Company agreed to pay to the consultant 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. In May 2018 the Company entered into an agreement with Seidman Food Brokerage Inc., pursuant to which the Company appointed Seidman Food Brokerage, Inc. as its non-exclusive regional sales and marketing representative for the company’s product line for 12 months. The broker will be paid a monthly commission equal to the greater of (1) 5% of collected sales for all invoices generated for CBD products available from their product line for human consumption for a particular month or (2) solely with respect to the first six months of the term of the agreement. As of November 30, 2018 Seidman Food Brokerage, Inc. has not earned any commissions. Pursuant to a securities purchase agreement dated March 5, 2018, in the event that, in the six month period commencing on the closing date of such purchase agreement, the Company were to sell common stock at a price lower than $0.10 per share (or common stock equivalents with a conversion or exercise price lower than $0.10 per share (each as adjusted for stock splits, stock dividends, and similar transactions, the “Subsequent Financing Price”), the Company was required to promptly issue additional shares of common stock to the purchaser for no additional consideration, such that the total number of shares of common stock received by the purchaser under the Agreement would be equal to the total purchase price of $300,000 divided by such lower subsequent financing price. The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer or employee of the Company for a period of 12 months from the closing date. Pursuant to a securities purchase agreement dated March 21, 2018, in the event that, in the six month period commencing on the closing date of such purchase agreement, the Company were to sell common stock at a price lower than $0.10 per share (or common stock equivalents with a conversion or exercise price lower than $0.10 per share (each as adjusted for stock splits, stock dividends, and similar transactions), the Company was required to promptly issue additional shares of common stock to the purchaser for no additional consideration, such that the total number of shares of common stock received by the purchaser under the Agreement would be equal to the total purchase price of $50,000 divided by such lower subsequent financing price. The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer or employee of the Company for a period of 12 months from the closing date. Pursuant to a securities purchase agreement entered into on June 6, 2018 the Company was obligated to issue additional shares of common stock if the Company sold common stock at a price lower than $0.10 per share (or common stock equivalents with an exercise price less than $0.10 per share) during the six month period following the closing of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser will be equal to $50,000 divided by lower financing price. The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer, or employee of the Company for a period of 12 months from the closing date. As of November 30, 2018 the Company was obligated to issue 500,000 shares of common stock valued at $76,000 which is included in the common stock payable in the accompanying balance sheet. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS In December 2018 the Company sold a total of 300,000 shares of common stock for proceeds of $15,000. |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 3 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company has a working capital deficit as of November 30, 2018 and negative cash flows from operations for the three months ended November 30, 2018. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty. |
Inventory | 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 November 30, 2018 and August 31, 2018, inventory amounted to $48,436 and $61,857, respectively, which consisted of finished goods. |
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. |
Net Income / Loss per Share | Net Income / Loss per Share Basic income / loss per share amounts are computed based on net income / 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 income / loss per share during 2018 and 2017 because their inclusion would have been anti-dilutive. |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable to related party | November 30, August 31, Notes payable – related party at beginning of period $ 50 $ 50 Payments on notes payable – related party - - Borrowings on notes payable – related party - - Note payable – related party at end of period $ 50 $ 50 November 30, August 31, 2018 Notes payable – related party at beginning of period $ - $ 153,000 ) Payments on notes payable – related party - (30,000 ) Conversion - (80,000 ) Exchange for purchase of Company assets - (43,000 ) Note payables – related party at end of period $ - $ - |
Convertible Debenture - Relat_2
Convertible Debenture - Related Party (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Convertible Debenture Related Party [Abstract] | |
Schedule of convertible debenture net of unamortized discount | November 30, 2018 August 31, 2018 Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount (141,009 ) (184,364 ) Related Party Convertible debenture, net of unamortized discount $ 398,991 $ 355,636 November 30, August 31, Related Party Convertible debenture $ 180,000 $ 180,000 Unamortized discount (82,785 ) (98,847 ) Related Party Convertible debenture, net of unamortized discount $ 97,215 $ 81,153 November 30, August 31, Related Party Convertible debenture $ 120,000 $ 120,000 Unamortized discount (8,320 ) (14,936 ) Related Party Convertible debenture, net of unamortized discount $ 111,680 $ 105,064 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Schedule of warrant activity and stock options | Number of Warrants Weighted- Average Price Per Share Outstanding at August 31, 2018 2,830,000 $ 0.79 Granted 20,660,000 0.02 Canceled or expired - - Exercised (20,000,000 ) 0.00 Outstanding at November 30, 2018 3,490,000 $ 0.74 Exercisable at November 30, 2018 2,220,000 $ 0.86 Intrinsic value at November 30, 2018 and August 31, 2018 $ - $ - Number of Weighted- Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at November 30, 2018 1,200,000 $ 1.00 Exercisable at November 30, 2018 600,000 1.00 Intrinsic value at November 30, 2018 and August 31, 2018 $ - $ - |
Schedule of fair value of the warrants was estimated using the Black-Scholes option pricing model | Grant Date For the three months ended November 30, 2018 Risk-free interest rate at grant date 1.11% -2.84% Expected stock price volatility 159% - 263% Expected dividend payout - Expected option in life-years 1 - 6.3 years |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Inventory finished goods | $ 48,436 | $ 61,857 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 3 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 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 | $ 836 | $ 836 | |
Amortized over period | 15 years |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - 7% unsecured promissory note [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ 50 | $ 50 |
Payments on notes payable - related party | ||
Borrowings on notes payable - related party | ||
Notes payable - related party at end of period | $ 50 | $ 50 |
Note Payable - Related Party _2
Note Payable - Related Party (Details 1) - Notes payable related parties [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | ||
Notes payable - related party at beginning of period | $ (153,000) | |
Payments on notes payable - related party | (30,000) | |
Conversion | (80,000) | |
Exchange for purchase of Company assets | (43,000) | |
Notes payables - related party at end of period |
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. 14, 2017 | Oct. 27, 2016 | May 17, 2016 | Apr. 27, 2016 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||||
Amortization of debt discount | $ 66,033 | $ 119,946 | ||||||||||||
7% unsecured promissory note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured promissory note issued | $ 16,000 | |||||||||||||
Unsecured promissory note maturity, description | Maturity of six months from the date of issuance. | |||||||||||||
7% unsecured promissory note [Member] | Shareholder [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 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. | 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 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. | |||||||||||||
Conversion price | $ 0.008 | |||||||||||||
Beneficial conversion feature | $ 123,000 | |||||||||||||
Amortization of debt discount | $ 123,000 | |||||||||||||
7% unsecured promissory note [Member] | Chief Executive Officer [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. | ||||||||||||
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 ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Convertible Debenture [Member] | ||
Marketable Securities [Line Items] | ||
Related Party Convertible debenture | $ 540,000 | $ 540,000 |
Unamortized discount | (141,009) | (184,364) |
Related Party Convertible debenture, net of unamortized discount | 398,991 | 355,636 |
Convertible Debenture One [Member] | ||
Marketable Securities [Line Items] | ||
Related Party Convertible debenture | 180,000 | 180,000 |
Unamortized discount | (82,785) | (98,847) |
Related Party Convertible debenture, net of unamortized discount | 97,215 | 81,153 |
Convertible Debenture Two [Member] | ||
Marketable Securities [Line Items] | ||
Related Party Convertible debenture | 120,000 | 120,000 |
Unamortized discount | (8,320) | (14,936) |
Related Party Convertible debenture, net of unamortized discount | $ 111,680 | $ 105,064 |
Convertible Debenture - Relat_4
Convertible Debenture - Related Party (Details Textual) - USD ($) | Dec. 13, 2017 | Apr. 11, 2017 | Aug. 28, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 |
Convertible Debenture - Related Party (Textual) | ||||||
Fair value of related party | $ 51,503 | |||||
Convertible Debt Securities [Member] | ||||||
Convertible Debenture - Related Party (Textual) | ||||||
Maturity terms | 2 years | |||||
Convertible debenture amount | $ 540,000 | |||||
Original issue discount of convertible debt | $ 180,000 | |||||
Interest rate | 0.00% | |||||
Aggregate of shares of common stock | 2,700,000 | |||||
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 | 40,015 | $ 34,015 | ||||
Amortization | 43,355 | |||||
Fair value of warrants | $ 44,981 | |||||
Fair value of related party | 157,509 | |||||
Aggregating discount to note | $ 202,490 | |||||
Convertible Debenture One [Member] | ||||||
Convertible Debenture - Related Party (Textual) | ||||||
Maturity terms | 1 year | |||||
Convertible debenture amount | 180,000 | 180,000 | ||||
Executed convertible debenture | $ 120,000 | |||||
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 | 26,000 | 20,000 | ||||
Amortization | 6,616 | |||||
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 | 31,000 | $ 25,000 | ||||
Amortization | $ 16,062 | |||||
Fair value of warrants | $ 68,499 |
Equity (Details)
Equity (Details) | 3 Months Ended |
Nov. 30, 2018USD ($)$ / sharesshares | |
Options [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants/Options, Outstanding Beginning balance | shares | 1,200,000 |
Number of Warrants/Options, Granted | shares | |
Number of Warrants/Options, Canceled or expired | shares | |
Number of Warrants/Options, Exercised | shares | |
Number of Warrants/Options, Outstanding Ending balance | shares | 1,200,000 |
Number of Warrants/Options, Exercisable | shares | 600,000 |
Number of Warrants/Options, Intrinsic value | $ | |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 1 |
Weighted-Average Price Per Share, Granted | $ / shares | |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | 1 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 1 |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants/Options, Outstanding Beginning balance | shares | 2,830,000 |
Number of Warrants/Options, Granted | shares | 20,660,000 |
Number of Warrants/Options, Canceled or expired | shares | |
Number of Warrants/Options, Exercised | shares | (20,000,000) |
Number of Warrants/Options, Outstanding Ending balance | shares | 3,490,000 |
Number of Warrants/Options, Exercisable | shares | 2,220,000 |
Number of Warrants/Options, Intrinsic value | $ | |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 0.79 |
Weighted-Average Price Per Share, Granted | $ / shares | 0.02 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | 0 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | 0.74 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 0.86 |
Equity (Details 1)
Equity (Details 1) | 3 Months Ended |
Nov. 30, 2018 | |
Class of Warrant or Right [Line Items] | |
Expected dividend payout | |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.11% |
Expected stock price volatility | 159.00% |
Expected option in life-years | 1 year |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 2.84% |
Expected stock price volatility | 263.00% |
Expected option in life-years | 6 years 3 months 19 days |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Nov. 06, 2018 | Oct. 13, 2018 | Aug. 01, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Oct. 31, 2018 | Apr. 16, 2018 | Jan. 22, 2018 | Jul. 26, 2017 | May 22, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Oct. 30, 2018 | May 31, 2017 |
Equity (Textual) | ||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Fair value of amortized discount | $ 836 | $ 836 | ||||||||||||||
Proceeds from exercise of warrants | 2,000 | |||||||||||||||
Unamortized expense | 2,544,011 | |||||||||||||||
Proceeds of sale amount | 120,000 | |||||||||||||||
Fair value award determined value | 2,598,138 | |||||||||||||||
Fair value award determined value recognized | $ 54,128 | |||||||||||||||
Sponsorship [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Common stock issued value | $ 120,000 | |||||||||||||||
Common stock shares issued | 1,000,000 | |||||||||||||||
Mr Yahr [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Common stock issued value | $ 1,600 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Issuance of options | 20,660,000 | |||||||||||||||
Options Exercised | (20,000,000) | |||||||||||||||
Convertible debt, description | Pursuant to the agreement, Mr. Yahr agreed to return 80% of the warrant shares to the Company if he served as CEO of the Company pursuant to the terms and conditions of the employment agreement for a period of more than 12 months but less than 18 months. Therefore, 16,000,000 shares of common stock were forfeited to the Company, and the Company recognized a gain on the forfeited common shares of ($2,440,768) net of $1,600 paid by the Company. As of November 30, 2018, $0 remains to be expensed over the remaining vesting period. | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Options Exercised | 20,000,000 | |||||||||||||||
Shares of common stock forfeited | 16,000,000 | (16,000,000) | (20,000,000) | |||||||||||||
Sale of shares common stock | 2,000,000 | |||||||||||||||
Proceeds of sale amount | $ 2,000 | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Issuance of options | 2,200,000 | |||||||||||||||
Options Exercised | 1,000,000 | |||||||||||||||
Compensation gain recognized | $ (368,831) | |||||||||||||||
Terms of options | 3 years | |||||||||||||||
Options exercise price | $ 0.001 | |||||||||||||||
Options vested shares | 1,200,000 | |||||||||||||||
Options vested shares, exercise price | $ 1 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Aggregate common stock shares issued | 500,000 | |||||||||||||||
Aggregate common stock value | $ 76,000 | |||||||||||||||
Description of common stock sales | Company was obligated to issue additional shares of common stock if the Company sold common stock at a price lower than $0.10 per share (or common stock equivalents with an exercise price less than $0.10 per share) during the six month period following the closing of the purchase agreement, in which event the Company was required to issue additional shares to the purchaser for no additional consideration, such that the total number of common stock received by the purchaser will be equal to $50,000 divided by lower financing price. | |||||||||||||||
Common stock issued value | $ 76,000 | |||||||||||||||
Common stock shares issued | 500,000 | |||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||
Common stock per share price | $ 0.40 | |||||||||||||||
Terms of warrants | 3 years | |||||||||||||||
Compensation gain recognized | $ (31,864) | |||||||||||||||
Aggregate of shares | 120,000 | |||||||||||||||
Sales Representation Agreement [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||
Common stock per share price | $ 0.50 | |||||||||||||||
Terms of warrants | 3 years | |||||||||||||||
Compensation gain recognized | (57,703) | |||||||||||||||
Aggregate of shares | 60,000 | |||||||||||||||
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 | |||||||||||||||
Compensation gain recognized | (115,843) | |||||||||||||||
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 | |||||||||||||||
Aggregate of shares | 720,000 | |||||||||||||||
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. | |||||||||||||||
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 over service period | 3 years | |||||||||||||||
Chief Executive Officer [Member] | Warrant [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | 20,000,000 | ||||||||||||||
Common stock per share price | $ 0.0001 | |||||||||||||||
Shares of common stock forfeited | 20,000,000 | |||||||||||||||
Annual salary | $ 96,000 | |||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | 20,000,000 | ||||||||||||||
Common stock per share price | $ 0.0001 | |||||||||||||||
Proceeds from exercise of warrants | $ 2,000 | |||||||||||||||
Annual salary | $ 96,000 | |||||||||||||||
Mr Yahr [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Aggregate of shares | 20,000,000 | |||||||||||||||
Global Corporate Management, LLC [Member] | ||||||||||||||||
Equity (Textual) | ||||||||||||||||
Warrant to purchase of common stock | 150,000 | |||||||||||||||
Common stock per share price | $ 0.50 | |||||||||||||||
Terms of warrants | 5 years | |||||||||||||||
Compensation gain recognized | $ 1,281,412 | |||||||||||||||
Aggregate common stock shares issued | 4,000 | |||||||||||||||
Aggregate of shares | 3,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 01, 2018 | Jun. 06, 2018 | Mar. 21, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Feb. 01, 2018 | Apr. 16, 2018 | Jan. 22, 2018 | Nov. 30, 2018 | Nov. 30, 2017 | Mar. 20, 2018 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||
Monthly service received | $ 11,608 | |||||||||||
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 | |||||||||||
Common stock shares issued | 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 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||
Exercise price | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||
Dividend | $ 50,000 | $ 50,000 | $ 300,000 | |||||||||
Common stock valued | $ 76,000 | |||||||||||
Common stock shares issued | 500,000 | |||||||||||
Cash compensation, description | The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer, or employee of the Company for a period of 12 months from the closing date. | The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer or employee of the Company for a period of 12 months from the closing date. | The Company also agreed that it would not pay total cash compensation of more than $100,000 to any director, officer or employee of the Company for a period of 12 months from the closing date. | |||||||||
Consulting Agreement [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||
Common stock per share price | $ 0.40 | $ 0.40 | ||||||||||
Warrant to purchase of common stock | 10,000 | 10,000 | ||||||||||
Terms of warrants | 3 years | |||||||||||
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 | $ 0.40 | ||||||||||
Warrant to purchase of common stock | 10,000 | 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 or warrants to purchase shares of common stock of the Company. | |||||||||||
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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Dec. 31, 2018 | Nov. 30, 2018 | |
Subsequent Events (Textual) | ||
Proceeds from sale of common stock, value | $ 120,000 | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Proceeds from sale of common stock, value | $ 15,000 | |
Issued shares of common stock | 300,000 |