Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2019 | Jul. 25, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 0001409197 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 78,156,288 | |
Entity File Number | 000-52759 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Current assets | ||
Cash | $ 114,487 | $ 79,784 |
Accounts receivable | 2,647 | 2,004 |
Prepaid expense | 14,387 | 30,976 |
Inventory | 52,820 | 61,857 |
Total current assets | 184,341 | 174,621 |
Domain names, net of amortization of $7,528 and $5,019, respectively | 42,657 | 45,166 |
Total assets | 226,998 | 219,787 |
Current liabilities | ||
Accounts payable and accrued liabilities | 92,787 | 105,424 |
Convertible notes - related parties, net of unamortized discounts $0 and $199,300, respectively | 460,700 | |
Note payable - related party | 50 | 50 |
Total current liabilities | 92,837 | 566,174 |
Non-current liabilities | ||
Related party convertible note payable, net of unamortized discounts $0 and $98,847, respectively | 81,153 | |
Total non-current liabilities | 81,153 | |
Total liabilities | 92,837 | 647,327 |
Stockholders' Equity / (Deficit) | ||
Preferred Stock, $0.001 par value, 50,000,000 authorized shares; Series A Convertible Preferred Stock, 1,000 shares designated, none issued and outstanding as of May 31, 2019 and August 31, 2018, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 77,455,093 and 42,902,712 shares issued and outstanding as of May 31, 2019 and August 31, 2018, respectively | 77,456 | 42,903 |
Additional paid-in capital | 13,797,960 | 16,246,201 |
Common stock payable | 76,000 | |
Accumulated deficit | (13,817,255) | (16,716,644) |
Total stockholders' equity / (deficit) | 134,161 | (427,540) |
Total liabilities and stockholders' equity / (deficit) | $ 226,998 | $ 219,787 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 7,528 | $ 5,019 |
Convertible debt, unamortized discounts | 0 | 199,300 |
Unamortized discount net | $ 0 | $ 98,847 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, designated shares | 1,000 | 1,000 |
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 | 77,455,093 | 42,902,712 |
Common stock, shares outstanding | 77,455,093 | 42,902,712 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 1,874 | $ 55,814 | ||
Cost of products sold | 1,378 | 17,266 | ||
Gross Profit | 496 | 38,548 | ||
Operating expenses: | ||||
Selling, general and administrative expenses | 153,568 | 2,103,756 | (3,685,213) | 4,642,757 |
Payroll expense | 3,128 | 24,242 | ||
Professional fees | 35,308 | 52,950 | 141,791 | 104,590 |
Consulting | 132,100 | 51,500 | 246,600 | 128,500 |
Promotion | 39,014 | 59,379 | ||
Amortization expense | 836 | 877 | 2,509 | 2,509 |
Total operating expenses | 321,812 | 2,251,225 | (3,294,313) | 4,961,977 |
Income / (Loss) from operations | (321,316) | (2,251,225) | 3,332,861 | (4,961,977) |
Other expense | ||||
Make good common share expense | (76,000) | |||
Interest expense | (124,560) | (140,962) | (357,472) | (327,632) |
Total other expense | (124,560) | (140,962) | (433,472) | (327,632) |
Income / (Loss) before income tax | (445,876) | (2,392,187) | 2,899,389 | (5,289,609) |
Provision for income tax | ||||
Net Income / (Loss) | $ (445,876) | $ (2,392,187) | $ 2,899,389 | $ (5,289,609) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 66,826,522 | 36,477,528 | 54,709,881 | 33,000,844 |
Diluted | 66,826,522 | 36,477,528 | 54,709,881 | 33,000,844 |
NET INCOME / (LOSS) PER COMMON SHARE OUTSTANDING | ||||
Basic | $ (0.01) | $ (0.07) | $ 0.05 | $ (0.16) |
Diluted | $ (0.01) | $ (0.07) | $ 0.05 | $ (0.16) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Cash flows from operating activities | ||
Net Income / (Loss) | $ 2,899,389 | $ (5,289,609) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization expense | 2,509 | 2,509 |
Amortization of debt discounts | 298,147 | 269,281 |
Bad debt (recovery) expense | 3,304 | |
Gain on forfeited unvested employee stock award (net of cash paid of $1,600) | (2,440,768) | |
Stock based compensation | (1,540,710) | 4,526,235 |
Common stock issued for services | 181,950 | |
Make good common share expense | 76,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (3,947) | |
Inventory | 9,037 | (73,267) |
Prepaid expense | 16,589 | 19,952 |
Accounts payable and accrued liabilities | 125,703 | 83,097 |
Net Cash used in operating activities | (372,797) | (461,802) |
Cash flows from investing activities | ||
Proceeds from sale of assets to related parties | 90,000 | |
Net cash provided by investing activities | 90,000 | |
Cash flow from financing activities | ||
Borrowings on related party convertible debt | 220,000 | |
Repayment of of note payable - related party | (30,000) | |
Proceeds from exercise of warrants for cash | 2,000 | |
Sale of common stock | 405,500 | 410,300 |
Net cash provided by financing activities | 407,500 | 600,300 |
Net increase in cash and cash equivalents | 34,703 | 228,498 |
Cash and cash equivalents at beginning of period | 79,784 | 87,172 |
Cash and cash equivalents at end of period | 114,487 | 315,670 |
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 and accrued interest - related party | 978,340 | (64,400) |
Stock issued with related party debt | 79,449 | |
Warrants issued with related party debt | 21,980 | |
Related party note and accrued interest exchanged for purchase of assets | $ 45,000 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) (Unaudited) | 9 Months Ended |
May 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Gain on forfeited unvested employee stock award | $ 1,600 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders Equity / (Deficit) (Unaudited) - USD ($) | Preferred Shares Outstanding | Common Shares Outstanding | APIC | Common Stock Payable | Accumulated Deficit | Total |
Balance at Aug. 31, 2017 | $ 26,823 | $ 8,808,161 | $ (9,107,086) | $ (272,102) | ||
Balance, shares at Aug. 31, 2017 | 26,822,712 | |||||
Beneficial conversion on debt | 123,000 | 123,000 | ||||
Sale of common stock | $ 4,400 | 405,900 | 410,300 | |||
Sale of common stock, shares | 4,400,000 | |||||
Common stock issued for conversion of debt | $ 3,050 | 47,696 | 50,746 | |||
Common stock issued for conversion of debt, shares | 3,050,000 | |||||
Option and warrant expense | 4,548,215 | 4,548,215 | ||||
Conversion of debt to common stock | $ 3,650 | 25,550 | 29,200 | |||
Conversion of debt to common stock, shares | 3,650,000 | |||||
Sale of assets to related party | 180,000 | 180,000 | ||||
Common stock issued with debt | $ 2,450 | 61,453 | 63,903 | |||
Common stock issued with debt, shares | 2,450,000 | |||||
Net loss | (5,289,609) | (5,289,609) | ||||
Balance at May. 31, 2018 | $ 40,373 | 14,199,975 | (14,436,695) | (156,347) | ||
Balance, shares at May. 31, 2018 | 40,372,712 | |||||
Balance at Feb. 28, 2018 | $ 33,023 | 11,523,422 | (12,044,508) | (448,063) | ||
Balance, shares at Feb. 28, 2018 | 33,022,712 | |||||
Stock based compensation | 2,091,773 | 2,091,773 | ||||
Sale of common stock | $ 3,500 | 346,500 | 350,000 | |||
Sale of common stock, shares | 3,500,000 | |||||
Conversion of debt to common stock | $ 3,650 | 25,550 | 29,200 | |||
Conversion of debt to common stock, shares | 3,650,000 | |||||
Sale of assets to related party | 180,000 | 180,000 | ||||
Common stock issued with debt | $ 200 | 27,746 | 27,946 | |||
Common stock issued with debt, shares | 200,000 | |||||
Warrants issued with debt | 4,984 | 4,984 | ||||
Net loss | (2,392,187) | (2,392,187) | ||||
Balance at May. 31, 2018 | $ 40,373 | 14,199,975 | (14,436,695) | (156,347) | ||
Balance, shares at May. 31, 2018 | 40,372,712 | |||||
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, shares | 5,585,714 | |||||
Balance at Feb. 28, 2019 | $ 56,870 | 12,568,886 | 76,000 | (13,371,379) | $ (669,623) | |
Balance, shares at Feb. 28, 2019 | 56,869,379 | |||||
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 | $ 14,553 | 390,947 | ||||
Sale of common stock, shares | 14,552,381 | |||||
Forfeiture of stock issued through warrant exercise, net of cash paid | $ (16,000) | (2,424,768) | (2,440,768) | |||
Forfeiture of stock issued through warrant exercise, net of cash paid, shares | (16,000,000) | |||||
Common stock issued for the exercise of warrants | $ 20,000 | (18,000) | 2,000 | |||
Common stock issued for the exercise of warrants, shares | 20,000,000 | |||||
Common stock issued for services | $ 2,000 | 179,950 | 181,950 | |||
Common stock issued for services, shares | 2,000,000 | |||||
Option and warrant expense | (1,540,710) | (1,540,710) | ||||
Conversion of debt to common stock | $ 14,000 | 964,340 | 978,340 | |||
Conversion of debt to common stock, shares | 14,000,000 | |||||
Make good common share expense | 76,000 | 76,000 | ||||
Net loss | 2,899,389 | 2,899,389 | ||||
Balance at May. 31, 2019 | $ 77,456 | 13,797,960 | 76,000 | (13,817,255) | 134,161 | |
Balance, shares at May. 31, 2019 | 77,455,093 | |||||
Balance at Feb. 28, 2019 | $ 56,870 | 12,568,886 | 76,000 | (13,371,379) | (669,623) | |
Balance, shares at Feb. 28, 2019 | 56,869,379 | |||||
Sale of common stock | $ 5,586 | 114,914 | 120,500 | |||
Sale of common stock, shares | 5,585,714 | |||||
Common stock issued for services | $ 1,000 | 60,950 | 61,950 | |||
Common stock issued for services, shares | 1,000,000 | |||||
Option and warrant expense | 88,870 | 88,870 | ||||
Conversion of debt to common stock | $ 14,000 | 964,340 | 978,340 | |||
Conversion of debt to common stock, shares | 14,000,000 | |||||
Net loss | (445,876) | (445,876) | ||||
Balance at May. 31, 2019 | $ 77,456 | $ 13,797,960 | $ 76,000 | $ (13,817,255) | $ 134,161 | |
Balance, shares at May. 31, 2019 | 77,455,093 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 9 Months Ended |
May 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 1. NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN BASIS OF PRESENTATION The accompanying unaudited condensed 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 condensed financial statements. These unaudited condensed financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying unaudited condensed financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations for the nine months ended May 31, 2019. This raises 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 May 31, 2019 and August 31, 2018, inventory amounted to $52,820 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 2019 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 for the three months ended May 31, 2019 because their inclusion would have been anti-dilutive. The effect of 1,890,000 warrants and 900,000 options is anti-dilutive for the nine months ended May 31, 2019. |
Asset Purchase Agreement
Asset Purchase Agreement | 9 Months Ended |
May 31, 2019 | |
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 and nine months ended May 31, 2019 and 2018 amortization expense amounted to $836, $877, $2,509 and $2,509 respectively. The domain names are being amortized over a 15 year period. |
Note Payable - Related Party
Note Payable - Related Party | 9 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 3. NOTE PAYABLE – RELATED PARTY The changes in a note payable to a related party consisted of the following during the nine months ended May 31, 2019 and the year ended August 31, 2018. May 31, 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 nine months ended May 31, 2019 and the year ended August 31, 2018. May 31, 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 | 9 Months Ended |
May 31, 2019 | |
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 had a 0% interest rate and a term of two years, and provided that, if it were not paid in full on the due date, the note would 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 $97,654 and $184,364 was recognized during the three and nine months ended May 31, 2019. The conversion price of the outstanding balance was 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 was entitled to receive the greater of 5% every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of maturity date and repayment of the principal. As of May 31, 2019 and August 31, 2018 the Company has accrued $0 and $34,015, respectively. On April 22, 2019, the Company entered into an exchange agreement with the lender. Pursuant to the exchange agreement, the lender exchanged convertible debentures of the Company, including the convertible debenture in the original principal amounts of $540,000 referred to above and an additional convertible debenture in the original principal amount of $120,000 described below, an aggregate of $93,565 (including $53,790 pursuant to the $540,000 debenture and $39,775 under the $120,000 debenture) of accrued amounts as the lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, and an aggregate of 1,000,000 warrants to purchase shares of common stock of the Company, for an aggregate of 11,000,000 newly issued shares of common stock of the Company. May 31, August 31, Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount - (184,364 ) Conversion to common stock (540,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 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 had 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 $66,753 and $98,847 was recognized during the three and nine months ended May 31, 2019. The conversion price of the outstanding balance was 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 was entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date or repayment of the principal. As of May 31, 2019 and August 31, 2018 the Company has accrued $0 and $25,000, respectively. On April 22, 2019, the Company entered into an exchange agreement with the lender. Pursuant to the exchange agreement, the lender exchanged the convertible debenture of the Company, in the original principal amount of $180,000, $44,775 of accrued amounts as the lender was entitled to receive under such debenture as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal and 300,000 warrants to purchase shares of common stock of the Company, for an aggregate of 3,000,000 newly issued shares of common stock of the Company. May 31, August 31, Related Party Convertible debenture $ 180,000 $ 180,000 Unamortized discount - (98,847 ) Conversion to common stock (180,000 ) - Related Party 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 with the same lender as the holder of the $540,000 debenture referred to above. The debenture had 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 $0 and $14,936 was recognized during the three and nine months ended May 31, 2019. The conversion price of the outstanding balance was 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 was 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 May 31, 2019 and August 31, 2018 the Company has accrued $0 and $20,000, respectively. On April 22, 2019, the Company entered into an exchange agreement with the lender. Pursuant to the exchange agreement, the lender exchanged the convertible debentures of the Company, consisting of the convertible debenture in the original principal amounts of $540,000 referred to above and the additional convertible debenture in the original principal amount of $120,000, an aggregate of $93,565(including $53,790 pursuant to the $540,000 debenture and $39,775 under the $120,000 debenture) of accrued amounts as the lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, and an aggregate of 1,000,000 warrants to purchase shares of common stock of the Company, for an aggregate of 11,000,000 newly issued shares of common stock of the Company. May 31, August 31, Related Party Convertible debenture $ 120,000 $ 120,000 Unamortized discount - (14,936 ) Conversion to common stock (120,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 105,064 |
Equity
Equity | 9 Months Ended |
May 31, 2019 | |
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. 1,000 shares of Preferred stock are designated to Series A Convertible Preferred stock. Between September 1, 2018 and February 28, 2019 the Company sold a total of 8,966,667 shares of common stock for proceeds of $285,000. 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 by Mr. Yahr 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 May 31, 2019 the Company was obligated to issue 500,000 shares of common stock valued at $76,000. On March 20, 2019 the Company issued 500,000 shares of common stock valued at $32,950 ($0.066 per share) pursuant to a consulting agreement. The term of the agreement is one year and the Company agreed to pay the consultant $20,000 per month once it receives proceeds of financing transactions of at least $250,000. Between April 1, 2019 to May 31, 2019, the Company sold a total of 5,585,714 shares of common stock for proceeds of $120,500. On April 22, 2019, the Company entered into an exchange agreement with a debenture holder. Pursuant to the exchange agreement, the lender exchanged convertible debentures of the Company, consisting of convertible debenture in the original principal amounts of $540,000 and $120,000, an aggregate of $93,565 (including $53,790 pursuant to the $540,000 debenture and $39,775 under the $120,000 debenture) of accrued amounts as the lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, and an aggregate of 1,000,000 warrants to purchase shares of common stock of the Company, for an aggregate of 11,000,000 newly issued shares of common stock of the Company. On April 22, 2019, the Company entered into an exchange agreement with a debenture holder. Pursuant to the exchange agreement, the holder exchanged a convertible debenture of the Company, in the original principal amount of $180,000, $44,775 of accrued amounts as the lender was 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 and 300,000 warrants to purchase shares of common stock of the Company, for an aggregate of 3,000,000 newly issued shares of common stock of the Company. On May 5, 2019 the Company issued 500,000 shares of common stock valued at $29,000 ($0.058 per share) pursuant to a consulting agreement. The term of the agreement is six months and the Company agreed to pay the consultant $2,500 per month. Warrants 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. 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 and nine months ended May 31, 2019 the Company recognized an expense / (gain) of $0 and $(32,061), respectively due to a remeasurement of this nonemployee award. 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. During the three and nine months ended May 31, 2019 the Company recognized an expense / (gain) of $1,582 and $(55,800), respectively 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 and nine months ended May 31, 2019 the Company recognized a (gain) / expense of $(179,422) and $(1,452,203), respectively due to a remeasurement of this nonemployee award. On March 2, 2019 the agreement was terminated. 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 and nine months ended May 31, 2019 the Company recognized an expense / (gain) of $12,499 and $(95,119), respectively 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 $162,272 and $378,784 was recognized during the three and nine months ended May 31, 2019, respectively. Unamortized expense at May 31, 2019 is $2,219,354. 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 30, 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 30, 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 30, 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 30, 2022); The following table summarizes the warrant activities during the nine months ended May 31, 2019: Number of Weighted- Outstanding at August 31, 2018 2,830,000 $ 0.79 Granted 21,800,000 0.04 Canceled or expired (1,300,000 ) 1.00 Exercised (20,000,000 ) 0.00 Outstanding at May 31, 2019 3,330,000 $ 0.56 Exercisable at May 31, 2019 1,890,000 $ 0.52 Intrinsic value at May 31, 2019 $ - 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 nine months ended May 31, 2019 Risk-free interest rate at grant date 1.45% - 2.99% Expected stock price volatility 295% - 770% Expected dividend payout - Expected option in life-years 2.5 - 6.0 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 were 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 and nine months ended May 31, 2019 the Company recognized an expense / (gain) of $91,939 and $(284,311), respectively. Number of Weighted- Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2019 1,200,000 $ 1.00 Exercisable at May 31, 2019 900,000 $ 1.00 Intrinsic value at May 31, 2019 $ - |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2019 | |
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 May 31, 2019 GCM has not earned any commissions. On March 2, 2019, the agreement was terminated. 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 May 31, 2019, 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. As of May 31, 2019 the agreement has expired. 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 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 May 31, 2019 Seidman Food Brokerage, Inc. has not earned any commissions and the agreement has expired. 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 May 31, 2019 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. On March 20, 2019 the Company issued 500,000 shares of common stock valued at $32,950 ($0.066 per share) pursuant to a consulting agreement. The term of the agreement is one year and the Company agreed to pay the consultant $20,000 per month once it receives proceeds of financing transactions of at least $250,000. On May 5, 2019 the Company issued 500,000 shares of common stock valued at $29,000 ($0.058 per share) pursuant to a consulting agreement. The term of the agreement is six months and the Company agreed to pay the consultant $2,500 per month. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS In June 2019 the Company issued and sold to an accredited investor 175,000 shares of common stock for a purchase price of $5,250. In June 2019 the Company issued and sold to an accredited investor 525,000 shares of common stock for a purchase price of $10,500. On July 19, 2019 the Company entered into a non-binding preliminary term sheet with Cannasaver Corp. ("Cannasaver"). The term sheet contemplates that the Company will acquire Cannasaver for aggregate consideration of $25,000,000, 80% of which will be in the form of common stock of the Company, and the remaining 20% of which will be in cash, it being recognized that the Company will need to raise such funds from investors. The completion of this acquisition will be subject to entering into definitive agreements and the satisfaction of customary closing conditions, and there is no assurance such transaction will be completed. Cannasaver is partially owned by Lyle Hauser, who is a former significant stockholder of the Company and is an adviser to the Company. |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 9 Months Ended |
May 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed 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 condensed financial statements. These unaudited condensed financial statements and related notes should be read in conjunction with the Company's annual report on Form 10-K Certain prior period amounts have been reclassified to conform to current period presentation. |
Going Concern | Going Concern The accompanying unaudited condensed financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations for the nine months ended May 31, 2019. This raises 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 May 31, 2019 and August 31, 2018, inventory amounted to $52,820 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 2019 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 because their inclusion would have been anti-dilutive. The effect of the warrants 1,890,000 warrants and 900.000 options is anti-dilutive for the nine months ended May 31, 2019. |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 9 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable to related party | May 31, 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 May 31, 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) | 9 Months Ended |
May 31, 2019 | |
Convertible Debenture Related Party [Abstract] | |
Schedule of convertible debenture net of unamortized discount | May 31, August 31, Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount - (184,364 ) Conversion to common stock (540,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 355,636 May 31, August 31, Related Party Convertible debenture $ 180,000 $ 180,000 Unamortized discount - (98,847 ) Conversion to common stock (180,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 81,153 May 31, August 31, Related Party Convertible debenture $ 120,000 $ 120,000 Unamortized discount - (14,936 ) Conversion to common stock (120,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 105,064 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
May 31, 2019 | |
Equity [Abstract] | |
Schedule of warrant activity and stock options | Number of Weighted- Outstanding at August 31, 2018 2,830,000 $ 0.79 Granted 21,800,000 0.04 Canceled or expired (1,300,000 ) 1.00 Exercised (20,000,000 ) 0.00 Outstanding at May 31, 2019 3,330,000 $ 0.56 Exercisable at May 31, 2019 1,890,000 $ 0.52 Intrinsic value at May 31, 2019 $ - Number of Weighted- Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2019 1,200,000 $ 1.00 Exercisable at May 31, 2019 900,000 $ 1.00 Intrinsic value at May 31, 2019 $ - |
Schedule of fair value of the warrants was estimated using the Black-Scholes option pricing model | Grant Date For the nine months ended May 31, 2019 Risk-free interest rate at grant date 1.45% - 2.99% Expected stock price volatility 295% - 770% Expected dividend payout - Expected option in life-years 2.5 - 6.0 years |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 9 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Inventory finished goods | $ 52,820 | $ 61,857 |
Equity Option [Member] | ||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Anti-dilutive shares of warrants and options | 900,000 | |
Warrant [Member] | ||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Anti-dilutive shares of warrants and options | 1,890,000 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | 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 | $ 877 | $ 2,509 | $ 2,509 | |
Amortized over period | 15 years |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - 7% unsecured promissory note [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2019 | 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 | ||
Note 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 ($) | 9 Months Ended | 12 Months Ended |
May 31, 2019 | 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) | |
Note payables - related party at end of period |
Note Payable - Related Party _3
Note Payable - Related Party (Details Textual) - USD ($) | Nov. 14, 2016 | Aug. 15, 2016 | May 31, 2018 | Apr. 17, 2017 | Mar. 31, 2017 | Feb. 14, 2017 | Oct. 27, 2016 | May 17, 2016 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 |
Note Payable - Related Party (Textual) | |||||||||||
Amortization of debt discount | $ 298,147 | $ 269,281 | |||||||||
7% unsecured promissory note [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
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] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Unsecured promissory note issued | $ 80,000 | $ 7,000 | $ 10,000 | $ 10,000 | |||||||
Unsecured promissory note maturity, description | Maturity date of six months from the date of issuance. | Mature on April 18, 2018 | Maturity date of six months from the date of issuance. | Maturity date of six months from the date of issuance. | Maturity date of 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] | Lyle Hauser [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Unsecured promissory note issued | $ 30,000 | ||||||||||
Repaid of principal amount | $ 30,000 | ||||||||||
Unsecured debt, interest rate | 7.00% | ||||||||||
Unsecured promissory note maturity, description | Matured six months from the date of issuance. | ||||||||||
Accrued interest | $ 2,811 | $ 2,811 |
Convertible Debenture - Relat_3
Convertible Debenture - Related Party (Details) - USD ($) | May 31, 2019 | Apr. 22, 2019 | Aug. 31, 2018 | Dec. 13, 2017 |
Convertible Debenture [Member] | ||||
Marketable Securities [Line Items] | ||||
Related Party Convertible debenture | $ 53,790 | $ 540,000 | ||
Unamortized discount | (184,364) | |||
Conversion to common stock | (540,000) | |||
Related Party Convertible debenture, net of unamortized discount | 355,636 | |||
Convertible Debenture One [Member] | ||||
Marketable Securities [Line Items] | ||||
Related Party Convertible debenture | 180,000 | 120,000 | 180,000 | $ 540,000 |
Unamortized discount | (98,847) | |||
Conversion to common stock | (180,000) | |||
Related Party Convertible debenture, net of unamortized discount | 81,153 | |||
Convertible Debenture Two [Member] | ||||
Marketable Securities [Line Items] | ||||
Related Party Convertible debenture | 120,000 | $ 120,000 | 120,000 | |
Unamortized discount | (14,936) | |||
Conversion to common stock | 120,000 | |||
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 | Apr. 22, 2019 | Aug. 28, 2017 | May 31, 2019 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 |
Convertible Debenture - Related Party (Textual) | ||||||||
Fair value of related party | $ 79,449 | |||||||
Principal amount | $ 120,000 | |||||||
Conversion price, description | The conversion price of the outstanding balance was 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 was entitled to receive the greater of 5% every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of maturity date and repayment of the principal. As of May 31, 2019 and August 31, 2018 the Company has accrued $0 and $34,015, respectively. | |||||||
Convertible Debt Securities [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Maturity terms | 2 years | |||||||
Convertible debenture amount | $ 540,000 | $ 540,000 | ||||||
Original issue discount of convertible debt | $ 180,000 | |||||||
Interest rate | 0.00% | |||||||
Aggregate of shares of common stock | 2,700,000 | 11,000,000 | ||||||
Common stock purchase warrants | 900,000 | 100,000,000 | ||||||
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 was 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. | The lender was 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 | ||||||
Accured interest | $ 53,790 | $ 25,000 | $ 34,015 | |||||
Amortization | $ 97,654 | 184,364 | ||||||
Fair value of warrants | $ 44,981 | |||||||
Fair value of related party | 157,509 | |||||||
Aggregating discount to note | $ 202,490 | |||||||
Principal amount | 540,000 | |||||||
Convertible Debt Securities One [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Principal amount | 120,000 | |||||||
Related Party [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Maturity terms | 2 years | |||||||
Convertible debenture amount | $ 180,000 | $ 180,000 | ||||||
Original issue discount of convertible debt | $ 60,000 | |||||||
Interest rate | 0.00% | |||||||
Aggregate of shares of common stock | 3,000,000 | 900,000 | ||||||
Common stock purchase warrants | 300,000 | 300,000 | ||||||
Convertible debenture, description | The lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal | The conversion price of the outstanding balance was 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 was 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. | ||||||
Accured interest | $ 44,775 | 0 | 25,000 | |||||
Amortization | 66,753 | 98,847 | ||||||
Fair value of warrants | $ 68,499 | |||||||
Convertible Debenture One [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Maturity terms | 1 year | |||||||
Convertible debenture amount | $ 540,000 | $ 120,000 | 180,000 | 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 | 100,000,000 | ||||||
Convertible debenture, description | The conversion price of the outstanding balance was 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 was 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. | the lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal | ||||||
Accured interest | 0 | 20,000 | ||||||
Amortization | 0 | 14,936 | ||||||
Fair value of warrants | $ 32,930 | |||||||
Principal amount | $ 93,565 | |||||||
Convertible Debenture Three [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Convertible debenture amount | 120,000 | 540,000 | 540,000 | |||||
Principal amount | 93,565 | 93,565 | ||||||
Convertible Debenture Four [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Convertible debenture amount | 39,775 | 39,775 | 39,775 | |||||
Convertible Debenture Five [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Convertible debenture amount | 120,000 | 120,000 | ||||||
Convertible Debenture [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Convertible debenture amount | 53,790 | 540,000 | ||||||
Principal amount | 93,565 | |||||||
Convertible Debenture Two [Member] | ||||||||
Convertible Debenture - Related Party (Textual) | ||||||||
Convertible debenture amount | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 |
Equity (Details)
Equity (Details) | 9 Months Ended |
May 31, 2019USD ($)$ / 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 | 900,000 |
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 | 21,800,000 |
Number of Warrants/Options, Canceled or expired | shares | (1,300,000) |
Number of Warrants/Options, Exercised | shares | (20,000,000) |
Number of Warrants/Options, Outstanding Ending balance | shares | 3,330,000 |
Number of Warrants/Options, Exercisable | shares | 1,890,000 |
Number of Warrants/Options, Intrinsic value | $ | |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 0.79 |
Weighted-Average Price Per Share, Granted | $ / shares | 0.04 |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | 1 |
Weighted-Average Price Per Share, Exercised | $ / shares | 0 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | 0.56 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 0.52 |
Equity (Details 1)
Equity (Details 1) | 9 Months Ended |
May 31, 2019 | |
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 | 1.45% |
Expected stock price volatility | 295.00% |
Expected option in life-years | 2 years 6 months |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 2.99% |
Expected stock price volatility | 770.00% |
Expected option in life-years | 6 years |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | May 05, 2019 | Nov. 06, 2018 | Oct. 13, 2018 | Aug. 01, 2018 | Mar. 02, 2018 | Dec. 13, 2017 | Apr. 11, 2017 | Apr. 22, 2019 | Mar. 20, 2019 | Oct. 31, 2018 | Apr. 16, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Aug. 28, 2017 | Jul. 26, 2017 | May 22, 2017 | May 31, 2019 | May 31, 2019 | May 31, 2018 | Feb. 28, 2019 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Oct. 30, 2018 | May 31, 2017 |
Equity (Textual) | ||||||||||||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Series A convertible preferred stock designated | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||
Fair value of amortized discount | $ 836 | $ 877 | $ 2,509 | $ 2,509 | ||||||||||||||||||||||
Proceeds from exercise of warrants | 2,000 | |||||||||||||||||||||||||
Compensation (gain) / expense recognized | (284,311) | 91,939 | ||||||||||||||||||||||||
Unamortized expense | $ 2,219,354 | 2,219,354 | 2,219,354 | |||||||||||||||||||||||
Sale of shares common stock | 5,585,714 | |||||||||||||||||||||||||
Proceeds of sale amount | 120,500 | 350,000 | 410,300 | |||||||||||||||||||||||
Common stock issued value | 27,946 | 63,903 | ||||||||||||||||||||||||
Fair value award determined value | 2,598,138 | |||||||||||||||||||||||||
Fair value award determined value recognized | 162,272 | $ 378,784 | ||||||||||||||||||||||||
Employee share based award and the forfeiture | $ 2,440,768 | |||||||||||||||||||||||||
Employee share based award and the forfeiture cash paid | $ 1,600 | |||||||||||||||||||||||||
Proceeds of common stock | $ 120,500 | $ 350,000 | $ 410,300 | |||||||||||||||||||||||
Principal amount | $ 120,000 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Ms. Noel shall [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Common stock, description | 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 30, 2019 (the first anniversary of the employment agreement); | |||||||||||||||||||||||||
Ms. Noel shall One [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Common stock, description | 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 30, 2020); | |||||||||||||||||||||||||
Ms. Noel shall Two [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Common stock, description | 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 30, 2021); | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Issuance of options | 21,800,000 | |||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
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 | 5,585,714 | 3,500,000 | 14,552,381 | 4,400,000 | ||||||||||||||||||||||
Proceeds of sale amount | 120,000 | $ 5,586 | $ 3,500 | $ 14,553 | $ 4,400 | |||||||||||||||||||||
Common stock issued value | $ 200 | $ 2,450 | ||||||||||||||||||||||||
Common stock shares issued | 200,000 | 2,450,000 | ||||||||||||||||||||||||
Proceeds of common stock | 120,000 | 5,586 | $ 3,500 | 14,553 | $ 4,400 | |||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Issuance of options | 2,200,000 | |||||||||||||||||||||||||
Options Exercised | 1,000,000 | |||||||||||||||||||||||||
Compensation (gain) / expense recognized | (7,419) | |||||||||||||||||||||||||
Terms of options | 3 years | |||||||||||||||||||||||||
Options exercise price | $ 0.001 | |||||||||||||||||||||||||
Options vested shares | 1,200,000 | |||||||||||||||||||||||||
Options vested shares, exercise price | $ 1 | |||||||||||||||||||||||||
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) / expense recognized | 12,499 | (95,119) | ||||||||||||||||||||||||
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) / expense recognized | (179,422) | $ (1,452,203) | ||||||||||||||||||||||||
Aggregate common stock shares issued | 4,000 | |||||||||||||||||||||||||
Aggregate of shares | 3,600,000 | |||||||||||||||||||||||||
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 | $ 0.066 | $ 0.40 | ||||||||||||||||||||||||
Terms of warrants | 3 years | |||||||||||||||||||||||||
Compensation (gain) / expense recognized | 0 | $ (32,061) | ||||||||||||||||||||||||
Aggregate common stock shares issued | 500,000 | |||||||||||||||||||||||||
Aggregate common stock value | $ 32,950 | |||||||||||||||||||||||||
Aggregate of shares | 120,000 | |||||||||||||||||||||||||
Consulting agreement, description | The term of the agreement is one year and the Company agreed to pay the consultant $20,000 per month once it receives proceeds of financing transactions of at least $250,000. | |||||||||||||||||||||||||
Consulting Agreement [Member] | Convertible Debenture One [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Common stock per share price | $ 0.058 | |||||||||||||||||||||||||
Aggregate common stock shares issued | 50,000 | |||||||||||||||||||||||||
Aggregate common stock value | $ 29,000 | |||||||||||||||||||||||||
Consulting Agreement [Member] | Dr. David Hellman [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 $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. | |||||||||||||||||||||||||
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) / expense recognized | 1,582 | (55,800) | ||||||||||||||||||||||||
Aggregate of shares | 60,000 | |||||||||||||||||||||||||
Convertible Debt Securities [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Fair value of warrants | $ 44,981 | |||||||||||||||||||||||||
Convertible debenture amount | $ 540,000 | $ 540,000 | ||||||||||||||||||||||||
Aggregate shares of common stock | 2,700,000 | 11,000,000 | ||||||||||||||||||||||||
Common stock purchase warrants | 900,000 | 100,000,000 | ||||||||||||||||||||||||
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 was 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. | The lender was 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 | ||||||||||||||||||||||||
Accured interest | $ 53,790 | 25,000 | $ 34,015 | |||||||||||||||||||||||
Principal amount | 540,000 | |||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Fair value of warrants | $ 68,499 | |||||||||||||||||||||||||
Convertible debenture amount | $ 180,000 | $ 180,000 | ||||||||||||||||||||||||
Aggregate shares of common stock | 3,000,000 | 900,000 | ||||||||||||||||||||||||
Common stock purchase warrants | 300,000 | 300,000 | ||||||||||||||||||||||||
Convertible debenture, description | The lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal | The conversion price of the outstanding balance was 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 was 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. | ||||||||||||||||||||||||
Accured interest | $ 44,775 | 0 | 25,000 | |||||||||||||||||||||||
Convertible Debenture One [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Fair value of warrants | $ 32,930 | |||||||||||||||||||||||||
Convertible debenture amount | $ 540,000 | $ 120,000 | 180,000 | 180,000 | 180,000 | 180,000 | ||||||||||||||||||||
Aggregate shares of common stock | 200,000 | |||||||||||||||||||||||||
Common stock purchase warrants | 100,000 | 100,000,000 | ||||||||||||||||||||||||
Convertible debenture, description | The conversion price of the outstanding balance was 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 was 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. | the lender was entitled to receive under such debentures as the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal | ||||||||||||||||||||||||
Accured interest | 0 | 20,000 | ||||||||||||||||||||||||
Principal amount | $ 93,565 | |||||||||||||||||||||||||
Convertible Debenture Four [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Convertible debenture amount | 39,775 | 39,775 | 39,775 | 39,775 | ||||||||||||||||||||||
Convertible Debenture Two [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Convertible debenture amount | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | |||||||||||||||||||||
Between September 1, 2018 and February 28, 2019 [Member] | ||||||||||||||||||||||||||
Equity (Textual) | ||||||||||||||||||||||||||
Sale of shares common stock | 8,966,667 | |||||||||||||||||||||||||
Proceeds of sale amount | $ 285,000 | |||||||||||||||||||||||||
Proceeds of common stock | $ 285,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 05, 2019 | Aug. 01, 2018 | Jun. 06, 2018 | Mar. 21, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Mar. 20, 2019 | Apr. 16, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | Mar. 20, 2018 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Monthly service received | $ 1,378 | $ 17,266 | ||||||||||||||
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 | $ 0.066 | $ 0.40 | ||||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||
Terms of warrants | 3 years | |||||||||||||||
Common stock valued | $ 32,950 | |||||||||||||||
Common stock shares issued | 500,000 | |||||||||||||||
Description of consulting agreement | The term of the agreement is one year and the Company agreed to pay the consultant $20,000 per month once it receives proceeds of financing transactions of at least $250,000. | |||||||||||||||
Consulting Agreement [Member] | Convertible Debenture One [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Common stock per share price | $ 0.058 | |||||||||||||||
Common stock valued | $ 29,000 | |||||||||||||||
Common stock shares issued | 50,000 | |||||||||||||||
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 $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. | |||||||||||||||
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 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 | 6 Months Ended | |
Jul. 19, 2019 | Jun. 30, 2019 | Feb. 28, 2019 | |
Subsequent Events (Textual) | |||
Sales of common shares | 5,585,714 | ||
Subsequent Event [Member] | Accredited Investor [Member] | |||
Subsequent Events (Textual) | |||
Purchase price | $ 5,250 | ||
Sales of common shares | 175,000 | ||
Subsequent Event [Member] | Accredited Investor One [Member] | |||
Subsequent Events (Textual) | |||
Purchase price | $ 10,500 | ||
Sales of common shares | 525,000 | ||
Subsequent Event [Member] | Cannasaver Corp. [Member] | |||
Subsequent Events (Textual) | |||
Business Acquisition, Description of Acquired Entity | the Company will acquire Cannasaver for aggregate consideration of $25,000,000, 80% of which will be in the form of common stock of the Company, and the remaining 20% of which will be in cash, it being recognized that the Company will need to raise such funds from investors. | ||
Business Combination, Consideration Transferred | $ 25,000,000 |