Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2019 | Dec. 04, 2019 | Feb. 28, 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-K | ||
Document Period End Date | Aug. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filters | No | ||
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 Public Float | $ 1,900,000 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 105,389,621 | ||
Entity File Number | 000-52759 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Current assets | ||
Cash | $ 10,343 | $ 79,784 |
Accounts receivable | 6,452 | 2,004 |
Prepaid expense | 17,637 | 30,976 |
Inventory, net | 3,171 | 61,857 |
Total current assets | 37,603 | 174,621 |
Domain names, net of amortization of $8,364 and $5,019 | 41,821 | 45,166 |
Total assets | 79,424 | 219,787 |
Current liabilities | ||
Accounts payable and accrued liabilities | 111,006 | 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 | 111,056 | 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 | 111,056 | 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 August 31, 2019 and August 31, 2018, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 78,155,093 and 42,902,712 shares issued and outstanding as of August 31, 2019 and August 31, 2018, respectively | 78,156 | 42,903 |
Additional paid-in capital | 13,950,095 | 16,246,201 |
Common stock payable | 76,000 | |
Accumulated deficit | (14,135,883) | (16,716,644) |
Total stockholders' deficit | (31,632) | (427,540) |
Total liabilities and stockholders' deficit | $ 79,424 | $ 219,787 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Net of amortization cost | $ 8,364 | $ 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, 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 | 78,155,093 | 42,902,712 |
Common stock, shares outstanding | 78,155,093 | 42,902,712 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Statement [Abstract] | ||
Sales | $ 62,103 | $ 11,944 |
Sales - related party | 3,975 | |
Total Sales | 62,103 | 15,919 |
Cost of products sold | 71,413 | 22,925 |
Gross Loss | (9,310) | (7,006) |
Operating expenses: | ||
Selling, general and administrative expenses | (3,510,759) | 6,769,723 |
Payroll expense | 24,389 | |
Professional fees | 200,720 | 132,342 |
Consulting | 283,150 | 185,523 |
Promotion | 68,229 | |
Amortization expense | 3,345 | 3,346 |
Total operating expenses | (3,023,544) | 7,183,552 |
Income / (Loss) from operations | 3,014,234 | (7,190,558) |
Other expense | ||
Financing common share expense | (76,000) | |
Interest expense | (357,473) | (419,000) |
Total other expense | (433,473) | (419,000) |
Income / (Loss) before income tax | 2,580,761 | (7,609,558) |
Provision for income tax | ||
Net Income / (Loss) | $ 2,580,761 | $ (7,609,558) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic | 60,588,674 | 35,408,438 |
Diluted | 60,588,674 | 35,408,438 |
NET INCOME / (LOSS) PER COMMON SHARE OUTSTANDING | ||
Basic | $ 0.04 | $ (0.21) |
Diluted | $ 0.04 | $ (0.21) |
Statements of Changes in Stockh
Statements of Changes in Stockholders Deficit - 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 | $ 4,900 | 455,400 | 460,300 | |||
Sale of common stock, shares | 4,900,000 | |||||
Common stock issued with debt | $ 1,100 | 78,349 | 79,449 | |||
Common stock issued with debt, shares | 1,100,000 | |||||
Conversion of debt and accrued interest to common stock - related party | $ 10,050 | 70,350 | 80,400 | |||
Conversion of debt and accrued interest to common stock - related party, shares | 10,050,000 | |||||
Sale of assets to related party | 180,000 | 180,000 | ||||
Stock based compensation | $ 30 | 6,508,961 | 6,508,991 | |||
Stock based compensation, shares | 30,000 | |||||
Warrants issued with related party debt | 21,980 | 21,980 | ||||
Financing common share expense | ||||||
Net loss | (7,609,558) | (7,609,558) | ||||
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 | $ 15,253 | 405,997 | 421,250 | |||
Sale of common stock, shares | 15,252,381 | |||||
Conversion of debt and accrued interest to common stock - related party | $ 14,000 | 964,340 | 978,340 | |||
Conversion of debt and accrued interest to common stock - related party, shares | 14,000,000 | |||||
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 | (1,403,625) | (1,403,625) | ||||
Financing common share expense | 76,000 | (76,000) | ||||
Net loss | 2,580,761 | 2,580,761 | ||||
Balance at Aug. 31, 2019 | $ 78,156 | $ 13,950,095 | $ 76,000 | $ (14,135,883) | $ (31,632) | |
Balance, shares at Aug. 31, 2019 | 78,155,093 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities | ||
Net Income / (Loss) | $ 2,580,761 | $ (7,609,558) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization expense | 3,345 | 3,346 |
Inventory reserve | 52,332 | |
Amortization of debt discounts | 298,147 | 353,119 |
Bad debt (recovery) expense | 3,304 | |
Forfeited unvested employee stock award (net of cash paid of $1,600) | (2,440,768) | |
Stock based compensation | (1,403,625) | 6,508,991 |
Common stock issued for services | 181,950 | |
Financing common share expense | 76,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (7,752) | (2,004) |
Inventory | 6,354 | (61,857) |
Prepaid expense | 13,339 | (11,024) |
Accounts payable and accrued liabilities | 143,922 | 71,299 |
Net Cash used in operating activities | (492,691) | (747,688) |
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 note payable - related party | (30,000) | |
Proceeds from exercise of warrants for cash | 2,000 | |
Sale of common stock and warrants | 421,250 | 460,300 |
Net cash provided by financing activities | 423,250 | 650,300 |
Net decrease in cash and cash equivalents | (69,441) | (7,388) |
Cash and cash equivalents at beginning of year | 79,784 | 87,172 |
Cash and cash equivalents at end of year | 10,343 | 79,784 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 11,626 | |
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 | 80,000 |
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 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Aug. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Gain on forfeited unvested employee stock award | $ 1,600 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 12 Months Ended |
Aug. 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 Nature of Business Operations Bespoke Extracts, Inc. (the "Company") is a Nevada corporation focused on marketing and selling a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets, which it introduced in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich ("PCR") hemp-derived isolate, the Company markets its products as dietary supplements through its retail ecommerce store found at www.bespokeextracts.com. In the future, the Company also intends to sell its products through wholesale channels. Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations, a working capital deficit and an accumulated deficit for the year ended and as of August 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At August 31, 2019 and 2018, the Company did not have any cash equivalents. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and notes payable to stockholder approximate their fair values as of August 31, 2019 and 2018, respectively, because of their short-term natures. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. As of August 31, 2019 and August 31, 2018, inventory amounted to $3,171 and $61,857, respectively, which consisted of finished goods. During the year ended August 31, 2019 the Company reserved $52,332 for slow moving inventory. Revenue Recognition Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management's evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers. Our products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment. The Company offers a 14 day return policy on sales. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company's statements of operations during the year ended August 31, 2018. Stock Option Plans Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable in accordance with , , Compensation-Stock Compensation, 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 the years ended August 31, 2019 an August 31, 2018 because their inclusion would have been anti-dilutive. The effect of 3,330,000 warrants and 1,200,000 options is anti-dilutive for the year ended August 31, 2019. The effect of 2,830,000 warrants and 1,200,000 options is anti-dilutive for the year ended August 31, 2018. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The adoption of ASU 2016-02 is not expected to have a significant impact on our balance sheet, results of operations or balance sheets as we currently do not have any long term corporate office and equipment leases. |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Aug. 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 domain names set forth in an asset purchase agreement for a total of $20,185 in cash and 200,000 shares of the Company's common stock valued at $30,000. For the years ended August 31, 2019 and August 31, 2018 amortization expense amounted to $3,345 and $3,346 respectively. The domain names are being amortized over a 15 year period. |
Note Payable - Related Party
Note Payable - Related Party | 12 Months Ended |
Aug. 31, 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 years ended August 31, 2019 and August 31, 2018. August 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 years ended August 31, 2019 and August 31, 2018. August 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 | 12 Months Ended |
Aug. 31, 2019 | |
Convertible Debenture Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 4. CONVERTIBLE DEBENTURE – RELATED PARTY On April 11, 2017, the Company issued 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. 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 $184,364 was recognized during the year ended August 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 prior 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% of every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of the maturity date and repayment of the principal. As of August 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% of 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. August 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 September 18, 2017, the Company issued to 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 $98,847 was recognized during the year ended August 30, 2019. The conversion price of the outstanding balance was the lesser of $3.00 or 40% of the volume weighted average price of the prior 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 August 30, 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% of 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. August 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 issued a $120,000 convertible debenture with an original issue discount of $20,000 to 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 debenture, 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 $14,936 was recognized during the year ended August 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 prior 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 August 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% of 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. August 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 | 12 Months Ended |
Aug. 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 as Series A Convertible Preferred stock. On June 15, 2018, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement for cash of $50,000. On August 29, 2018 the Company issued 30,000 shares of common stock for services valued at $44,400. On September 18, 2017, the Company issued 900,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $180,000. The relative fair value of the stock of $51,503 was recognized as a discount to the note that is being amortized to interest expense over the life of the note. On September 22, 2017, the company issued 900,000 shares of common stock and 300,000 warrants pursuant to a stock purchase agreement for cash of $60,300. On November 10, 2017, the Company issued an aggregate of 1,400,000 shares of common stock to the holder of a related party convertible promissory note, to convert principal amount of $11,200. On November 27, 2017, the Company issued an aggregate of 1,450,000 shares of common stock to the holder of a related party convertible promissory note, to convert principal amount of $11,600. On December 28, 2017, the Company issued an aggregate of 1,550,000 shares of common stock to the holder of a convertible promissory note, dated November 14, 2016 to convert principal amount of $12,400. On December 13, 2017, the Company issued an aggregate of 200,000 shares of common stock with a relative fair value of $27,946 to the holder of a $120,000 convertible debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. On March 5, 2018, the Company entered into a securities purchase agreement with an investor which following such investment was a related party. Pursuant to the purchase agreement, upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an aggregate purchase price of $300,000. The Company agreed to issue additional shares of common stock to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sold common stock at a purchase price lower than $0.10, such that the total number of shares of common stock received by the investor under the purchase agreement (including the additional shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower subsequent financing price. In addition, the Company agreed not to pay cash compensation of over $100,000 to any officer or director for a period of 12 months from the closing date. On March 9, 2018, the Company issued an aggregate of 1,780,000 shares of common stock to the holder of a 7% convertible promissory note, dated November 14, 2016 to convert principal amount of $14,240. On March 9, 2018, he Company entered into and closed an asset purchase agreement with VMI Acquisitions, LLC ("VMI"), pursuant to which the Company sold to VMI the Company's proprietary Machine-to-Machine communications solution and certain other intellectual property for a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI were noteholders and/or shareholders of the Company. At the time of the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related parties, the consideration of $180,000 was recorded as a capital contribution. On May 15, 2018 the Company issued 500,000 shares of common stock to an investor for a purchase price of $50,000, and on May 29, 2018, the Company issued 1,870,000 shares of common stock upon conversion of a convertible note in the amount of $14,960. The Company agreed to issue additional shares of common stock to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sold common stock at a purchase price lower than $0.10, such that the total number of shares of common stock received by the investor under the purchase agreement (including the additional shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower subsequent financing price. In addition, the Company agreed not to pay cash compensation over $100,000 to any officer or director for a period of 12 months from the closing date. On June 11, 2018, the Company issued an aggregate of 2,000,000 shares of common stock to the holder of a convertible promissory note, dated November 14, 2016 to convert principal amount and accrued interest of $16,000. 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 and 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 Mr. Yahr's 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 August 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. During the year ended August 31, 2019, the Company sold a total of 15,252,381 shares of common stock for proceeds of $421,250. 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 debentures 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% of 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% of 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 was six months and the Company agreed to pay the consultant $2,500 per month. Effective November 11, 2019, this agreement was terminated and the Company issued an additional 4,500,000 shares of common stock. Warrants On September 18, 2017, the Company issued to related party, an $180,000 convertible debenture with an original issue discount of $60,000. The debenture had a 0% interest rate and a term of two years. In connection with the debenture, 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. 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% of 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 (see Note 4). On December 13, 2017, the Company issued 100,000 warrants to a lender. The relative fair value of the warrants of $4,984 was recognized as a discount to the debenture. 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 amount of $540,000 referred to below 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% of 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 (see Note 4). On April 11, 2017, the Company issued 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. In connection with the note, the Company issued the lender an aggregate of 2,700,000 shares of common stock and 900,000 warrants. During the year ended August 31, 2019, 900,000 warrants were exchanged for common stock (see Note 4). On January 22, 2018, the Company entered into a sales representation agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise price of $0.50, with a term of three years. The warrants shall be exercisable at any time on or after the six (6) month anniversary of each issuance date, at his election, in whole or in part, by means of a "cashless exercise". The fair value of this award was determined to be $58,816 of which $51,635 was recognized during the year ended August 31, 2018. During the year ended August 31, 2019 the Company recognized a gain of ($30,227) 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. The fair value of this award was determined to be $106,663 of which $65,005 was recognized during the year ended August 31, 2018. During the year ended August 31, 2019 the Company recognized a gain of ($55,935) 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 with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. The fair value of this award was determined to be $3,419,925 of which $1,457,561 was recognized during the year ended August 31, 2018. During the year ended August 31, 2019 the Company recognized a gain of ($1,332,332) due to a remeasurement of this nonemployee award. On March 2, 2019 the agreement was terminated. On March 20, 2018, the Company entered into a 12 month consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of August 31, 2018, Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company. As of August 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 each month to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10,000 in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. On July 11, 2018 the Company terminated the agreement. On August 1, 2018 the Company entered into a new consulting agreement with Dr. Hellman. The term is 1 year with payment of 60,000 warrants each month to purchase common stock with an exercise price of $0.60. The warrants may be exercised on a cashless basis. A total of $256,038 warrant expense in relation to this award was recognized during the year ended August 31, 2018. During the year ended August 31, 2019 the Company recognized a gain of ($217,402) due to a remeasurement of this nonemployee award. On May 22, 2017, the Company entered into an employment agreement with Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the employment agreement. Pursuant to the terms of the employment agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company's common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on May 31, 2017; however, the 20,000,000 shares of the Company's common stock were not issued to Mr. Yahr until June 10, 2017. The shares received upon the exercise of the warrants were subject to forfeiture over a service period of three years. The fair value of the award was determined to be $10,998,105 which will be recognized as compensation expense over the three year service period. Warrant expense under the award for the year ended August 31, 2018 totaled $3,633,532. 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 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 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 $542,390 was recognized during the year ended August 31, 2019. Unamortized expense at August 31, 2019 is $2,055,748. 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 would have been required to return 80% of the common stock to the Company if she was 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 years ended August 31, 2018 and 2019: Number of Weighted- Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,930,000 0.69 Cancelled or expired - Exercised - - 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 / Exchanged (20,000,000 ) 0.00 Outstanding at August 31, 2019 3,330,000 $ 0.56 Exercisable at August 31, 2019 2,550,000 $ 0.52 Intrinsic value at August 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 and Re-measurement Date For the year ended August 31, 2019 Risk-free interest rate at grant date 1.45% - 2.99% Expected stock price volatility 330% - 788% Expected dividend payout - Expected life in years 2.5 - 6.0 years Grant Date and Re-measurement Date For the year ended August 31, 2018 Risk-free interest rate at grant date 1.52% -2.70% Expected stock price volatility 183% - 362% Expected dividend payout - Expected life in years 2.5 - 6.5 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 options were exercised. During the year ended August 31, 2019 the Company recognized a gain of $(310,119) due to the re-measurement of this non employee award. During the year ended August 31, 2018 the Company recognized an expense of $1,000,820. Number of Weighted- Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2019 1,200,000 $ 1.00 Exercisable at August 31, 2019 1,200,000 $ 1.00 Intrinsic value at August 31, 2019 $ - Re-measurement Date For the year ended August 31, 2019 Risk-free interest rate at grant date 1.50% - 2.78% Expected stock price volatility 207% - 394% Expected dividend payout - Expected life in years 1.0 - 3.0 years |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS On April 11, 2017, the Company issued a $540,000 related party convertible debenture with an original issue discount of $180,000. On December 13, 2017, the Company issued a $120,000 related party convertible debenture with an original issue discount of $20,000 to the same lender. 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 amount of $540,000 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% of 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 (see Note 4). On August 29, 2017, the Company received $82,750 as a deposit from two persons, including a significant shareholder, toward the purchase price on an agreement that was being negotiated with VMI Acquisitions, LLC for purchase of certain of the Company's assets as well as the payment of $7,500 of expenses on behalf of the Company. $45,000 of this amount was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI were noteholders and/or shareholders of the Company and related parties. The agreement was completed and closed on March 9, 2018. As the parties were considered significant shareholders the consideration of $180,000 was recorded as a capital contribution. At the time of the sale the intellectual property had a book value of $0. On September 18, 2017, the Company issued to a related party, an $180,000 convertible debenture with an original issue discount of $60,000. 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% of 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 (see Note 4). On August 29, 2017, the Company received $45,000 as a deposit from a significant shareholder toward the purchase price on an agreement that was being negotiated with VMI Acquisitions, LLC for purchase of certain of the Company's assets. During the year ended August 31, 2018 sales to a customer, who is the spouse of one of the Company's significant shareholders, amounted to $3,975. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. 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. As of August 31, 2019 the agreement has expired. 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. As of August 31, 2019, the agreement has expired. 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 August 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 August 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. (See note 5). 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 August 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. As of August 31, 2019, this agreement was no longer effective and no additional amounts due to the holder. 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. As of August 31, 2019, this agreement was no longer effective and no additional amounts due to the holder. 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 August 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 was six months 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 was six months and the Company agreed to pay the consultant $2,500 per month. Effective November 11, 2019, this agreement was terminated and the Company issued an additional 4,500,000 shares of common stock. 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. As of the date of this report the transaction has not been consummated. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the "TCJA") that significantly reforms the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as "orphan drugs"; and repeal of the federal Alternative Minimum Tax ("AMT"). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company's deferred tax assets and liabilities was offset by a change in the valuation allowance. FASB ASC 740, Income Taxes, At August 31, 2019 and August 31, 2018, respectively, the Company had approximately $3,156,000 and $2,844,000, respectively, of U.S. net operating loss carryforwards remaining, which expire beginning in 2026 and $655,000 that can be carried forward indefinitely. As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken. Tax returns for the years ended August 31, 2019, 2018, 2017, 2016, and 2015 are subject to examination by the Internal Revenue Service. A reconciliation of the Company's income taxes to amounts calculated at the federal statutory rate is as follows for the years ended August 31: 2019 2018 Federal and state statutory taxes (25.00 )% (35.00 )% Change in tax rate estimate - % 14.00 % Permanent differences 20.00 % - Change in valuation allowance 5.00 % 21.00 % - % - % The valuation allowance for deferred tax assets as of August 31, 2019 and 2018 was $842,165 and $597,359 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2019 and 2018 and recorded a full valuation allowance. Components of net deferred tax assets, including a valuation allowance, are as follows at August 31: 2019 2018 Deferred tax assets: Inventory impairment 13,264 - Net operating loss 828,901 597,359 Valuation allowance (842,165 ) (597,359 ) Total deferred tax assets $ - $ - A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended August 31, 2019 and 2018 is set forth below: 2019 2018 Net (loss) / income 654,094 (2,663,345 ) Non-deductible expenses and other (833,419 ) 1,441,043 Effect due to decrease in tax rates - 1,359,234 Change in valuation allowance 179,325 (136,932 ) Benefit from income taxes $ - $ - As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken. |
Major Customers
Major Customers | 12 Months Ended |
Aug. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | 9. MAJOR CUSTOMERS There are concentrations of credit risk with respect to accounts receivables due to the amounts owed by one customer at August 31, 2019 whose balance represented approximately 28%, of total accounts receivables. During the year ended August 31, 2019 no individual customer amounted to over 10% of total sales. During the year ended August 31, 2018 sales to one customer, who is the spouse of one of the Company's significant shareholders, amounted to 24% of sales. The loss of business from one or a combination of the Company's significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company's operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On October 3, 2019, the Company entered into a letter agreement with Niquana Noel, the Company's chief executive officer. Pursuant to the agreement, Ms. Noel exchanged $24,000 in accrued but unpaid compensation owed to her by the Company for one share of newly created Series B Preferred Stock of the Company. In connection with the letter agreement, on October 3, 2019, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary of State of Nevada. Pursuant to the Certificate of Designation, the Company designated one share of its preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $24,000 and entitles the holder to 51% of the total voting power of the Company's stockholders. The Company may, in its sole discretion, redeem the Series B Preferred Stock at any time for a redemption price equal to the stated value. The Series B Preferred does not provide the holder with any dividend rights or any liquidation rights, and is not convertible to common stock. On October 14, 2019, the Company entered into and closed a securities purchase agreement with an accredited investor pursuant to which the Company issued and sold to the investor 20,833,333 shares of common stock for a purchase price of $125,000. In November 2019, 3,000,000 shares of common stock were returned to the Company for cancellation and the Company paid $27,500 in connection with a settlement agreement. On November 6, 2019, the Company entered into and closed a securities purchase agreement with an accredited investor, pursuant to which, the Company issued and sold to the investor an original issue discount convertible debenture (which was amended and restated on November 11, 2019) in the principal amount of $200,000, for a purchase price of $100,000. The Company also issued to the investor 4,900,000 shares of common stock. As amended, the debenture matures on August 1, 2020 and is convertible into shares of common stock of the Company at a conversion price of $0.006, provided that, if the Company fails to repay the debenture upon maturity, the conversion price will be reduced to $0.001 (subject to adjustment for stock splits, stock dividends and similar transactions) and the debenture will bear interest at the rate of 9% per year. The debenture may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. The Company's obligation to repay the debenture upon maturity is secured by a security interest in the Company's URLs pursuant to a security agreement between the Company and the investor. Effective November 11, 2019, the Company issued 4,500,000 shares of common stock pursuant to a consulting agreement (see Note 5). |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 12 Months Ended |
Aug. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business Operations | Nature of Business Operations Bespoke Extracts, Inc. (the "Company") is a Nevada corporation focused on marketing and selling a proprietary line of premium, quality, all natural CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets, which it introduced in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich ("PCR") hemp-derived isolate, the Company markets its products as dietary supplements through its retail ecommerce store found at www.bespokeextracts.com. In the future, the Company also intends to sell its products through wholesale channels. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations, a working capital deficit and an accumulated deficit for the year ended and as of August 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At August 31, 2019 and 2018, the Company did not have any cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and notes payable to stockholder approximate their fair values as of August 31, 2019 and 2018, respectively, because of their short-term natures |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
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 net realizable value. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. As of August 31, 2019 and August 31, 2018, inventory amounted to $3,171 and $61,857, respectively, which consisted of finished goods. During the year ended August 31, 2019 the Company reserved $52,332 for slow moving inventory. |
Revenue Recognition | Revenue Recognition Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management's evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers. Our products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment. The Company offers a 14 day return policy on sales. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company's statements of operations during the year ended August 31, 2018. |
Stock Option Plans | Stock Option Plans Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable in accordance with , , Compensation-Stock Compensation, |
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 the years ended August 31, 2019 an August 31, 2018 because their inclusion would have been anti-dilutive. The effect of 3,330,000 warrants and 1,200,000 options is anti-dilutive for the year ended August 31, 2019. The effect of 2,830,000 warrants and 1,200,000 options is anti-dilutive for the year ended August 31, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The adoption of ASU 2016-02 is not expected to have a significant impact on our balance sheet, results of operations or balance sheets as we currently do not have any long term corporate office and equipment leases. |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable to related party | August 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 August 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) | 12 Months Ended |
Aug. 31, 2019 | |
Convertible Debenture Related Party [Abstract] | |
Schedule of convertible debenture net of unamortized discount | August 31, August 31, Related Party Convertible debenture $ 540,000 $ 540,000 Unamortized discount - (184,364 ) Conversion to common stock (540,000 ) - Related Party Convertible debenture, net of unamortized discount $ - $ 355,636 August 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 August 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) | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrant activity and stock options | Number of Weighted- Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,930,000 0.69 Cancelled or expired - Exercised - - 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 / Exchanged (20,000,000 ) 0.00 Outstanding at August 31, 2019 3,330,000 $ 0.56 Exercisable at August 31, 2019 2,550,000 $ 0.52 Intrinsic value at August 31, 2019 $ - Number of Weighted- Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2018 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at August 31, 2019 1,200,000 $ 1.00 Exercisable at August 31, 2019 1,200,000 $ 1.00 Intrinsic value at August 31, 2019 $ - |
Schedule of fair value of the warrants was estimated using the Black-Scholes option pricing model | Grant Date and Re-measurement Date For the year ended August 31, 2019 Risk-free interest rate at grant date 1.45% - 2.99% Expected stock price volatility 330% - 788% Expected dividend payout - Expected life in years 2.5 - 6.0 years Grant Date and Re-measurement Date For the year ended August 31, 2018 Risk-free interest rate at grant date 1.52% -2.70% Expected stock price volatility 183% - 362% Expected dividend payout - Expected life in years 2.5 - 6.5 years Re-measurement Date For the year ended August 31, 2019 Risk-free interest rate at grant date 1.50% - 2.78% Expected stock price volatility 207% - 394% Expected dividend payout - Expected life in years 1.0 - 3.0 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal statutory rate | 2019 2018 Federal and state statutory taxes (25.00 )% (35.00 )% Change in tax rate estimate - % 14.00 % Permanent differences 20.00 % - Change in valuation allowance 5.00 % 21.00 % - % - % |
Schedule of net deferred tax assets | 2019 2018 Deferred tax assets: Inventory impairment 13,264 - Net operating loss 828,901 597,359 Valuation allowance (842,165 ) (597,359 ) Total deferred tax assets $ - $ - |
Schedule of U.S. Federal income tax rate | 2019 2018 Net (loss) / income 654,094 (2,663,345 ) Non-deductible expenses and other (833,419 ) 1,441,043 Effect due to decrease in tax rates - 1,359,234 Change in valuation allowance 179,325 (136,932 ) Benefit from income taxes $ - $ - |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Inventory finished goods | $ 3,171 | $ 61,857 |
Inventory reserves | $ 52,332 | |
Options [Member] | ||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Anti-dilutive shares of warrants and options | 1,200,000 | 1,200,000 |
Warrant [Member] | ||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | ||
Anti-dilutive shares of warrants and options | 3,330,000 | 2,830,000 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 18, 2017 | Aug. 31, 2019 | Aug. 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 | $ 51,503 | $ 3,345 | $ 3,346 | |
Amortized over period | 15 years |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - 7% Unsecured Promissory Note [Member] - USD ($) | 12 Months Ended | |
Aug. 31, 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 ($) | 12 Months Ended | |
Aug. 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 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 17, 2018 |
Note Payable - Related Party (Textual) | |||||||||||
Amortization of debt discount | $ 298,147 | $ 353,119 | |||||||||
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 |
Convertible Debenture - Relat_3
Convertible Debenture - Related Party (Details) - USD ($) | Aug. 31, 2019 | Apr. 22, 2019 | Aug. 31, 2018 | Dec. 13, 2017 | Aug. 28, 2017 | Apr. 11, 2017 |
Marketable Securities [Line Items] | ||||||
Related Party Convertible debenture | $ 120,000 | $ 180,000 | $ 540,000 | |||
Convertible Debenture [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Related Party Convertible debenture | $ 540,000 | $ 540,000 | $ 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 ($) | Apr. 11, 2017 | Apr. 22, 2019 | Dec. 13, 2017 | Sep. 18, 2017 | Aug. 31, 2019 | Aug. 30, 2019 | Aug. 31, 2018 | Aug. 18, 2018 | Aug. 28, 2017 |
Convertible Debenture - Related Party (Textual) | |||||||||
Convertible debenture amount | $ 540,000 | $ 120,000 | $ 180,000 | ||||||
Fair value of related party | $ 79,449 | ||||||||
Exchange Agreement [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Agreement, description | 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. | ||||||||
Convertible Debt Securities [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Maturity terms | 2 years | ||||||||
Convertible debenture amount | $ 540,000 | $ 540,000 | $ 180,000 | ||||||
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 | ||||||||
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 prior 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% of every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of the maturity date and repayment of the principal. | The lender was entitled to receive under such debentures as 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. | |||||||
Accrued interest | $ 53,790 | $ 0 | 34,015 | ||||||
Amortization | 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) | |||||||||
Convertible debenture amount | 39,775 | ||||||||
Principal amount | 120,000 | ||||||||
Convertible Debenture [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Convertible debenture amount | 540,000 | 540,000 | 540,000 | ||||||
Aggregate principle amount | 93,565 | ||||||||
Related Party [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Maturity terms | 2 years | ||||||||
Convertible debenture amount | 540,000 | $ 180,000 | $ 180,000 | $ 180,000 | |||||
Original issue discount of convertible debt | $ 180,000 | $ 60,000 | |||||||
Interest rate | 0.00% | 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 debenture as 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 conversion price of the outstanding balance was the lesser of $3.00 or 40% of the volume weighted average price of the prior 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. | |||||||
Accrued interest | $ 44,775 | 0 | 25,000 | ||||||
Amortization | $ 98,847 | ||||||||
Fair value of warrants | $ 68,499 | ||||||||
Convertible Debenture One [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Maturity terms | 1 year | ||||||||
Convertible debenture amount | 120,000 | $ 540,000 | 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 | ||||||||
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 prior 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. | ||||||||
Accrued interest | 0 | $ 20,000 | |||||||
Amortization | 14,936 | ||||||||
Fair value of warrants | $ 32,930 | ||||||||
Principal amount | $ 93,565 | ||||||||
Convertible Debenture Five [Member] | |||||||||
Convertible Debenture - Related Party (Textual) | |||||||||
Convertible debenture amount | $ 120,000 |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants/Options, Outstanding Beginning balance | 1,200,000 | 1,200,000 |
Number of Warrants/Options, Granted | ||
Number of Warrants/Options, Cancelled or expired | ||
Number of Warrants/Options, Exercised / Exchanged | ||
Number of Warrants/Options, Outstanding Ending balance | 1,200,000 | 1,200,000 |
Number of Warrants/Options, Exercisable | 1,200,000 | |
Number of Warrants/Options, Intrinsic value | ||
Weighted-Average Price Per Share, Outstanding Beginning balance | $ 1 | $ 1 |
Weighted-Average Price Per Share, Granted | ||
Weighted-Average Price Per Share, Cancelled or expired | ||
Weighted-Average Price Per Share, Exercised / Exchanged | ||
Weighted-Average Price Per Share, Outstanding Ending balance | 1 | $ 1 |
Weighted-Average Price Per Share, Exercisable | $ 1 | |
Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants/Options, Outstanding Beginning balance | 2,830,000 | 900,000 |
Number of Warrants/Options, Granted | 21,800,000 | 1,930,000 |
Number of Warrants/Options, Cancelled or expired | (1,300,000) | |
Number of Warrants/Options, Exercised / Exchanged | (20,000,000) | |
Number of Warrants/Options, Outstanding Ending balance | 3,330,000 | 2,830,000 |
Number of Warrants/Options, Exercisable | 2,550,000 | |
Number of Warrants/Options, Intrinsic value | ||
Weighted-Average Price Per Share, Outstanding Beginning balance | $ 0.79 | $ 1 |
Weighted-Average Price Per Share, Granted | 0.04 | 0.69 |
Weighted-Average Price Per Share, Cancelled or expired | 1 | |
Weighted-Average Price Per Share, Exercised / Exchanged | 0 | |
Weighted-Average Price Per Share, Outstanding Ending balance | 0.56 | $ 0.79 |
Weighted-Average Price Per Share, Exercisable | $ 0.52 |
Equity (Details 1)
Equity (Details 1) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected dividend payout | ||
Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected dividend payout | ||
Minimum [Member] | Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate at grant date | 1.50% | |
Expected stock price volatility | 207.00% | |
Expected option in life-years | 1 year | |
Minimum [Member] | Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate at grant date | 1.45% | 1.52% |
Expected stock price volatility | 330.00% | 183.00% |
Expected option in life-years | 2 years 6 months | 2 years 6 months |
Maximum [Member] | Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate at grant date | 2.78% | |
Expected stock price volatility | 394.00% | |
Expected option in life-years | 3 years | |
Maximum [Member] | Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate at grant date | 2.99% | 2.70% |
Expected stock price volatility | 788.00% | 362.00% |
Expected option in life-years | 6 years | 6 years 6 months |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | May 05, 2019 | Nov. 06, 2018 | Oct. 30, 2018 | Oct. 13, 2018 | Aug. 02, 2018 | Jun. 06, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Apr. 11, 2017 | Apr. 22, 2019 | Mar. 20, 2019 | Oct. 31, 2018 | Aug. 29, 2018 | Jun. 15, 2018 | Jun. 15, 2018 | Jun. 11, 2018 | May 29, 2018 | May 15, 2018 | Apr. 16, 2018 | Mar. 09, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Dec. 28, 2017 | Dec. 13, 2017 | Nov. 27, 2017 | Nov. 22, 2017 | Nov. 10, 2017 | Sep. 22, 2017 | Sep. 18, 2017 | Sep. 18, 2017 | Jul. 26, 2017 | May 22, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 18, 2018 | Aug. 01, 2018 | Nov. 14, 2017 | Aug. 28, 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 | |||||||||||||||||||||||||||||||||||||
Series A convertible preferred stock designated | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||
Fair value of amortized discount | $ 51,503 | $ 3,345 | $ 3,346 | ||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 2,000 | ||||||||||||||||||||||||||||||||||||||
Company recognized expense | (310,119) | 1,000,820 | |||||||||||||||||||||||||||||||||||||
Unamortized expense | 2,055,748 | ||||||||||||||||||||||||||||||||||||||
Proceeds of sale amount | 421,250 | 460,300 | |||||||||||||||||||||||||||||||||||||
Common stock issued value | 79,449 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value | 2,598,138 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value recognized | 542,390 | ||||||||||||||||||||||||||||||||||||||
Employee share based award and the forfeiture | $ 2,440,768 | ||||||||||||||||||||||||||||||||||||||
Employee share based award and the forfeiture cash paid | $ 1,600 | ||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 540,000 | $ 120,000 | $ 180,000 | ||||||||||||||||||||||||||||||||||||
Common stock for services, value | $ 181,950 | ||||||||||||||||||||||||||||||||||||||
Warrants exchanged for common stock | 900,000 | ||||||||||||||||||||||||||||||||||||||
7% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 2,000,000 | 1,550,000 | 200,000 | ||||||||||||||||||||||||||||||||||||
Aggregate common stock value | $ 27,946 | ||||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 7.00% | 7.00% | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,400 | ||||||||||||||||||||||||||||||||||||||
Interest rate of debt conversion | 0.00% | ||||||||||||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||||||||||||||||||||||||||||||
Accured interest | $ 16,000 | ||||||||||||||||||||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Issuance of options | 2,200,000 | ||||||||||||||||||||||||||||||||||||||
Options Exercised | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Company recognized expense | $ (217,402) | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Mr. Yahr [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate of shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 1,870,000 | ||||||||||||||||||||||||||||||||||||||
Officers' compensation value | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||
Aggregate common stock value | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Purchase agreement, description | The Company sold common stock at a purchase price lower than $0.10, such that the total number of shares of common stock received by the investor under the purchase agreement (including the additional shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower subsequent financing price. | ||||||||||||||||||||||||||||||||||||||
Aggregate purchase price value | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 14,960 | ||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 1,870,000 | ||||||||||||||||||||||||||||||||||||||
Stock purchase agreement for cash | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||
McGlothlin Holdings, Ltd. [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,984 | ||||||||||||||||||||||||||||||||||||||
Warrants pursuant to stock purchase agreement | 100,000 | ||||||||||||||||||||||||||||||||||||||
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); | ||||||||||||||||||||||||||||||||||||||
Global Corporate Management, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 150,000 | ||||||||||||||||||||||||||||||||||||||
Common stock per share price | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 256,038 | ||||||||||||||||||||||||||||||||||||||
Terms of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Company recognized expense | $ 1,332,332 | ||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 4,000 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value | 3,419,925 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value recognized | 1,457,561 | ||||||||||||||||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 1,780,000 | ||||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 7.00% | ||||||||||||||||||||||||||||||||||||||
Principal amount | $ 14,240 | ||||||||||||||||||||||||||||||||||||||
Holder [Member] | 7% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 1,450,000 | 1,400,000 | |||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 7.00% | 7.00% | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 11,600 | $ 11,200 | |||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Purchase agreement, description | 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. | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Common stock per share price | $ 0.10 | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Purchase agreement, description | 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. | ||||||||||||||||||||||||||||||||||||||
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 | $ 0.058 | $ 0.066 | $ 0.40 | ||||||||||||||||||||||||||||||||||||
Terms of warrants | 3 years | ||||||||||||||||||||||||||||||||||||||
Company recognized expense | $ (30,227) | ||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 50,000 | 500,000 | |||||||||||||||||||||||||||||||||||||
Aggregate common stock value | $ 29,000 | $ 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. | ||||||||||||||||||||||||||||||||||||||
Purchase agreement, description | The Company agreed to issue additional shares of common stock to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sold common stock at a purchase price lower than $0.10, such that the total number of shares of common stock received by the investor under the purchase agreement (including the additional shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower subsequent financing price. | ||||||||||||||||||||||||||||||||||||||
Sale of shares common stock | 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate purchase price value | $ 300,000 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 4,500,000 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value | 58,816 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value recognized | 51,635 | ||||||||||||||||||||||||||||||||||||||
Consultant Fee | $ 2,500 | ||||||||||||||||||||||||||||||||||||||
Agreement terminated date | November 11, 2019 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 900,000 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 68,499 | ||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 2,700,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 540,000 | $ 180,000 | $ 180,000 | $ 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 debenture as 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 conversion price of the outstanding balance was the lesser of $3.00 or 40% of the volume weighted average price of the prior 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. | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 44,775 | 0 | 25,000 | ||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||||||
Interest rate of debt conversion | 0.00% | ||||||||||||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 180,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||||
Debt term | 2 years | ||||||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 300,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debt, description | 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% of 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. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 44,775 | ||||||||||||||||||||||||||||||||||||||
Principal amount | $ 180,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate of debt conversion | 5.00% | ||||||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Purchase agreement, description | The Company sold to VMI the Company's proprietary Machine-to-Machine communications solution and certain other intellectual property for a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI were noteholders and/or shareholders of the Company. At the time of the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related parties, the consideration of $180,000 was recorded as a capital contribution. | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Company recognized expense | (55,935) | ||||||||||||||||||||||||||||||||||||||
Aggregate of shares | 60,000 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value | 106,663 | ||||||||||||||||||||||||||||||||||||||
Fair value award determined value recognized | 65,005 | ||||||||||||||||||||||||||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | (44,981) | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 900,000 | ||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 540,000 | $ 540,000 | $ 180,000 | $ 180,000 | |||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 2,700,000 | 11,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock purchase warrants | 900,000 | ||||||||||||||||||||||||||||||||||||||
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 prior 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% of every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of the maturity date and repayment of the principal. | The lender was entitled to receive under such debentures as 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. | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 53,790 | 0 | 34,015 | ||||||||||||||||||||||||||||||||||||
Convert principal amount | 540,000 | ||||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 0.00% | ||||||||||||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 180,000 | ||||||||||||||||||||||||||||||||||||||
Debt term | 2 years | ||||||||||||||||||||||||||||||||||||||
Convertible Debenture One [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 32,930 | ||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | 120,000 | $ 540,000 | 180,000 | 180,000 | |||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 200,000 | ||||||||||||||||||||||||||||||||||||||
Common stock purchase warrants | 100,000 | ||||||||||||||||||||||||||||||||||||||
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 prior 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. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | 20,000 | |||||||||||||||||||||||||||||||||||||
Convert principal amount | 93,565 | ||||||||||||||||||||||||||||||||||||||
Unsecured debt interest | 0.00% | ||||||||||||||||||||||||||||||||||||||
Principal amount | 540,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||||||||||||||||||||||||||||||
Debt term | 1 year | ||||||||||||||||||||||||||||||||||||||
Convertible Debenture Four [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | 39,775 | ||||||||||||||||||||||||||||||||||||||
Convertible Debenture Two [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 120,000 | $ 120,000 | $ 120,000 | ||||||||||||||||||||||||||||||||||||
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 | 15,252,381 | 4,900,000 | |||||||||||||||||||||||||||||||||||||
Proceeds of sale amount | $ 15,253 | $ 4,900 | |||||||||||||||||||||||||||||||||||||
Common stock issued value | $ 1,100 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 30,000 | 500,000 | 900,000 | 1,100,000 | |||||||||||||||||||||||||||||||||||
Convertible debenture amount | $ 12,400 | ||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 2,000,000 | 1,780,000 | 1,550,000 | 200,000 | 1,400,000 | ||||||||||||||||||||||||||||||||||
Debt issuance date | Nov. 14, 2016 | Nov. 14, 2016 | Nov. 14, 2016 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 16,000 | ||||||||||||||||||||||||||||||||||||||
Warrants pursuant to stock purchase agreement | 300,000 | ||||||||||||||||||||||||||||||||||||||
Stock purchase agreement for cash | $ 44,400 | $ 50,000 | $ 50,000 | $ 60,300 | |||||||||||||||||||||||||||||||||||
Principal amount | $ 14,240 | ||||||||||||||||||||||||||||||||||||||
Interest rate of debt conversion | 7.00% | 7.00% | 7.00% | 0.00% | 7.00% | ||||||||||||||||||||||||||||||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 27,946 | ||||||||||||||||||||||||||||||||||||||
Debt term | 1 year | ||||||||||||||||||||||||||||||||||||||
Common stock for services, shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||
Common stock for services, value | $ 2,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock per share price | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 2,000 | ||||||||||||||||||||||||||||||||||||||
Annual salary | $ 96,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Issuance of options | 21,800,000 | 1,930,000 | |||||||||||||||||||||||||||||||||||||
Options Exercised | (20,000,000) | ||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares issued | 900,000 | ||||||||||||||||||||||||||||||||||||||
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 $1,600 paid by the Company. | ||||||||||||||||||||||||||||||||||||||
Warrants pursuant to stock purchase agreement | 300,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||||||||||||||||
Shares of common stock forfeited | 20,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May 09, 2018 | Aug. 18, 2017 | Apr. 11, 2017 | Apr. 22, 2019 | Dec. 13, 2017 | Sep. 18, 2017 | Aug. 29, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 18, 2018 | Aug. 28, 2017 |
Related Party Transactions (Textual) | |||||||||||
Convertible debenture | $ 540,000 | $ 120,000 | $ 180,000 | ||||||||
Shareholder purchase price agreement | $ 45,000 | ||||||||||
Sales to related party amount | $ 3,975 | ||||||||||
Deposits | 82,750 | ||||||||||
Payments for Purchase of Other Assets | 7,500 | ||||||||||
Remaining purchase price | $ 45,000 | ||||||||||
Proceeds from Contributed Capital | $ 180,000 | ||||||||||
Sale Leaseback Transaction, Net Book Value | $ 0 | ||||||||||
Convertible Debt Securities [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Convertible debenture | 540,000 | $ 540,000 | $ 180,000 | ||||||||
Original issue discount of convertible debt | $ 180,000 | ||||||||||
Principal amount | 540,000 | ||||||||||
Accrued interest | $ 53,790 | $ 0 | 34,015 | ||||||||
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 prior 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% of every dollar raised by the Company through financing or every dollar of revenue generated by the Company through the earlier of the maturity date and repayment of the principal. | The lender was entitled to receive under such debentures as 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. | |||||||||
Common stock purchase warrants | 900,000 | ||||||||||
Aggregate of shares of common stock | 2,700,000 | 11,000,000 | |||||||||
Convertible Debenture One [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Convertible debenture | $ 120,000 | 540,000 | 180,000 | 180,000 | |||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||
Principal amount | 93,565 | ||||||||||
Accrued interest | 0 | 20,000 | |||||||||
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 prior 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. | ||||||||||
Common stock purchase warrants | 100,000 | ||||||||||
Aggregate of shares of common stock | 200,000 | ||||||||||
Convertible Debt Securities One [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Convertible debenture | 39,775 | ||||||||||
Principal amount | 120,000 | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Convertible debenture | $ 540,000 | 180,000 | 180,000 | $ 180,000 | |||||||
Original issue discount of convertible debt | 180,000 | $ 60,000 | |||||||||
Accrued interest | $ 44,775 | $ 0 | $ 25,000 | ||||||||
Convertible debenture, description | The lender was entitled to receive under such debenture as 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 conversion price of the outstanding balance was the lesser of $3.00 or 40% of the volume weighted average price of the prior 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. | |||||||||
Common stock purchase warrants | 300,000 | 300,000 | |||||||||
Aggregate of shares of common stock | 3,000,000 | 900,000 | |||||||||
Convertible Debt [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Original issue discount of convertible debt | $ 60,000 | $ 180,000 | $ 20,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 05, 2019 | Aug. 02, 2018 | Jun. 06, 2018 | Mar. 21, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Jul. 19, 2019 | Mar. 20, 2019 | Apr. 16, 2018 | Mar. 20, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 01, 2018 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Monthly service received | $ 71,413 | $ 22,925 | ||||||||||||||
Cannasaver Corp. [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Consideration price | $ 25,000,000 | |||||||||||||||
Cannasaver Corp. [Member] | Maximum [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Consideration percentage | 80.00% | |||||||||||||||
Cannasaver Corp. [Member] | Minimum [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Consideration percentage | 20.00% | |||||||||||||||
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 | |||||||||||||||
Expired date | Aug. 31, 2019 | |||||||||||||||
Commission percentage | 10.00% | |||||||||||||||
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 | |||||||||||||||
Percentage of net sales | 10.00% | |||||||||||||||
Expired date | Aug. 31, 2019 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Common stock per share price | $ 0.10 | |||||||||||||||
Exercise price | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||
Dividend | $ 50,000 | $ 50,000 | $ 300,000 | |||||||||||||
Additional shares of common stock | 500,000 | |||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||||||||
Common stock per share price | $ 0.058 | $ 0.066 | $ 0.40 | |||||||||||||
Warrant to purchase of common stock | 10,000 | |||||||||||||||
Terms of warrants | 3 years | |||||||||||||||
Common stock valued | $ 29,000 | $ 32,950 | ||||||||||||||
Common stock shares issued | 50,000 | 500,000 | ||||||||||||||
Consultant fees | $ 2,500 | |||||||||||||||
Agreement terminated date | November 11, 2019 | |||||||||||||||
Additional shares of common stock | 4,500,000 | |||||||||||||||
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 | 50,000 | 60,000 | ||||||||||||||
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 | |||||||||||||||
Expired date | Aug. 31, 2019 | |||||||||||||||
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 | |||||||||||||||
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% | |||||||||||||||
Expired date | Aug. 31, 2019 | |||||||||||||||
Terms of warrants | 3 years |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory taxes | (25.00%) | (35.00%) |
Change in tax rate estimate | 14.00% | |
Permanent differences | 20.00% | |
Change in valuation allowance | 5.00% | 21.00% |
Total federal statutory rate |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
Deferred tax assets: | ||
Inventory impairment | $ 13,264 | |
Net operating loss | 828,901 | 597,359 |
Valuation allowance | (842,165) | (597,359) |
Total deferred tax assets |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net (loss) / income | $ 654,094 | $ (2,663,345) |
Non-deductible expenses and other | (833,419) | 1,441,043 |
Effect due to decrease in tax rates | 1,359,234 | |
Change in valuation allowance | 179,325 | (136,932) |
Benefit from income taxes |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | |
Income Taxes (Textual) | |||
Net operating loss carryforward | $ 3,156,000 | $ 2,844,565 | |
Net operating loss carryforwards expiration date | Aug. 31, 2026 | ||
Valuation allowance for deferred tax assets | $ 842,165 | $ 597,359 | |
Operating loss carryforwards | $ 655,000 | ||
Income taxes, description | The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 | The Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. |
Major Customers (Details)
Major Customers (Details) - Customers | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Sales [Member] | ||
Major Customers (Textual) | ||
Concentrations of credit risk | 10.00% | 24.00% |
Number of Customers | 1 | |
Accounts Receivable [Member] | ||
Major Customers (Textual) | ||
Concentrations of credit risk | 28.00% | |
Number of Customers | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 11, 2019 | Nov. 06, 2019 | Oct. 14, 2019 | Oct. 03, 2019 | Nov. 30, 2019 |
Subsequent Events (Textual) | |||||
Voting, percentage | 51.00% | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Number of share issued or sold | 4,500,000 | ||||
Purchase of common stock | $ 125,000 | ||||
Settlement agreement, description | The Company issued and sold to the investor an original issue discount convertible debenture (which was amended and restated on November 11, 2019) in the principal amount of $200,000, for a purchase price of $100,000. The Company also issued to the investor 4,900,000 shares of common stock. As amended, the debenture matures on August 1, 2020 and is convertible into shares of common stock of the Company at a conversion price of $0.006, provided that, if the Company fails to repay the debenture upon maturity, the conversion price will be reduced to $0.001 (subject to adjustment for stock splits, stock dividends and similar transactions) and the debenture will bear interest at the rate of 9% per year. The debenture may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. | In November 2019, 3,000,000 shares of common stock were returned to the Company for cancellation and the Company paid $27,500 in connection with a settlement agreement. | |||
Subsequent Event [Member] | Bespoke Extracts, Inc. [Member] | |||||
Subsequent Events (Textual) | |||||
Number of share issued or sold | 20,833,333 | ||||
Subsequent Event [Member] | Preferred Class B [Member] | |||||
Subsequent Events (Textual) | |||||
Series B Preferred Stock, value | $ 24,000 | ||||
Subsequent Event [Member] | Niquana Noel [Member] | |||||
Subsequent Events (Textual) | |||||
Unpaid accrued compensation | $ 24,000 |