Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 29, 2020 | Apr. 08, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 0001409197 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 110,389,621 | |
Entity File Number | 000-52759 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Feb. 29, 2020 | Aug. 31, 2019 |
Current assets | ||
Cash | $ 45,157 | $ 10,343 |
Accounts receivable, net | 3,636 | 6,452 |
Prepaid expense | 18,000 | 17,637 |
Inventory, net | 1,264 | 3,171 |
Total current assets | 68,057 | 37,603 |
Domain names, net of amortization of $10,061 and $8,364, respectively | 34,552 | 41,821 |
Total assets | 102,609 | 79,424 |
Current liabilities | ||
Accounts payable and accrued liabilities | 96,988 | 111,056 |
Convertible notes - net of unamortized discounts $242,187 and $0, respectively | 257,813 | |
Total current liabilities | 354,801 | 111,056 |
Commitments and contingencies (Note 6) | ||
Stockholders' Deficit | ||
Preferred stock, value | ||
Common stock, $0.001 par value: 800,000,000 authorized; 110,388,426 and 78,155,093 shares issued and outstanding as of February 29, 2020 and August 31, 2019, respectively | 110,389 | 78,156 |
Additional paid-in capital | 14,796,446 | 13,950,095 |
Common stock payable | 76,000 | 76,000 |
Accumulated deficit | (15,235,028) | (14,135,883) |
Total stockholders' deficit | (252,192) | (31,632) |
Total liabilities and stockholders' deficit | 102,609 | 79,424 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | ||
Series B Convertible Preferred Stock[Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 1 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Feb. 29, 2020 | Aug. 31, 2019 |
Net of amortization cost | $ 10,061 | $ 8,364 |
Convertible debt, unamortized discounts | $ 242,187 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 1 | 0 |
Preferred stock, shares outstanding | 1 | 0 |
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 | 110,388,426 | 78,155,093 |
Common stock, shares outstanding | 110,388,426 | 78,155,093 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 0 |
Preferred stock, shares outstanding | 1 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 12,509 | $ 1,739 | $ 53,940 | |
Cost of products sold | 4,280 | 1,087 | 15,888 | |
Gross Profit | 8,229 | 652 | 38,052 | |
Operating expenses: | ||||
Selling, general and administrative expenses | 190,928 | 239,560 | 432,430 | (3,838,781) |
Professional fees | 93,411 | 68,488 | 148,786 | 106,483 |
Consulting | 32,000 | 59,000 | 133,500 | 114,500 |
Amortization expense and impairment of domain name | 1,150 | 837 | 1,986 | 1,673 |
Total operating expenses | 317,489 | 367,885 | 716,702 | (3,616,125) |
Income / (Loss) from operations | (317,489) | (359,656) | (716,050) | 3,654,177 |
Other expense | ||||
Financing common share expense | (76,000) | |||
Loss on settlement of debt | (89,595) | (89,595) | ||
Interest expense and amortization of debt discount | (275,656) | (148,879) | (293,500) | (232,912) |
Total other expense | (365,251) | (148,879) | (383,095) | (308,912) |
Income / (Loss) before income tax | (682,740) | (508,535) | (1,099,145) | 3,345,265 |
Provision for income tax | ||||
Net Income / (Loss) | $ (682,740) | $ (508,535) | $ (1,099,145) | $ 3,345,265 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic and Diluted | 109,055,093 | 52,133,342 | 97,749,658 | 48,551,147 |
NET INCOME / (LOSS) PER COMMON SHARE OUTSTANDING | ||||
Basic and Diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ 0.07 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities | ||
Net Income / (Loss) | $ (1,099,145) | $ 3,345,265 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization and impairment expense of domain names | 1,986 | 1,672 |
Amortization of debt discounts | 293,500 | 190,162 |
Bad debt expense | 2,981 | |
Loss on settlement of debt | 89,595 | |
Gain on forfeited unvested employee stock award (net of cash paid of $1,600) | (2,440,768) | |
Option and warrant expense | 316,585 | (1,629,580) |
Common stock issued for services | 40,500 | 120,000 |
Make good common share expense | 76,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (165) | (4,009) |
Inventory | (363) | 7,673 |
Prepaid expense | 1,907 | 3,412 |
Accounts payable and accrued liabilities | 9,933 | 73,492 |
Net Cash used in operating activities | (342,686) | (256,681) |
Cash flow from financing activities | ||
Proceeds from the issuance of convertible debt | 400,000 | |
Proceeds from exercise of warrants for cash | 2,000 | |
Repayment of debt | (120,000) | |
Repurchase of common stock | (27,500) | |
Sale of common stock | 125,000 | 285,000 |
Net cash provided by financing activities | 377,500 | 287,000 |
Net increase in cash and cash equivalents | 34,814 | 30,319 |
Cash and cash equivalents at beginning of period | 10,343 | 79,784 |
Cash and cash equivalents at end of period | 45,157 | 110,103 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Discount due beneficial conversion feature | 281,300 | |
Stock issued with convertible debt | 118,700 | |
Preferred stock issued for the conversion of accrued salary | 24,000 | |
Assignment of URL for settlement of debt | $ 5,282 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) (Unaudited) | 6 Months Ended |
Feb. 28, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Gain on forfeited unvested employee stock award | $ 1,600 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders Equity / (Deficit) - USD ($) | Series A Preferred Shares | Series B Preferred Shares | Common Shares Outstanding | APIC | Common Stock Payable | Accumulated Deficit | Total |
Balance at Aug. 31, 2018 | $ 42,903 | $ 16,246,201 | $ (16,716,644) | $ (427,540) | |||
Balance, shares at Aug. 31, 2018 | 42,902,712 | ||||||
Sale of common stock | $ 8,967 | 276,033 | 285,000 | ||||
Sale of common stock, shares | 8,966,667 | ||||||
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 | $ 1,000 | 119,000 | 120,000 | ||||
Common stock issued for services, shares | 1,000,000 | ||||||
Option and warrant expense | (1,629,580) | (1,629,580) | |||||
Financing common share expense | 76,000 | (76,000) | |||||
Net income loss | 3,345,265 | 3,345,265 | |||||
Balance at Feb. 28, 2019 | $ 56,870 | 12,568,886 | 76,000 | (13,371,379) | (669,623) | ||
Balance, shares at Feb. 28, 2019 | 56,869,379 | ||||||
Balance at Aug. 31, 2018 | $ 42,903 | 16,246,201 | (16,716,644) | (427,540) | |||
Balance, shares at Aug. 31, 2018 | 42,902,712 | ||||||
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 | ||||||
Balance at Nov. 30, 2018 | $ 49,903 | 12,238,907 | 76,000 | (12,862,844) | (498,034) | ||
Balance, shares at Nov. 30, 2018 | 49,902,712 | ||||||
Sale of common stock | $ 6,967 | 158,033 | 165,000 | ||||
Sale of common stock, shares | 6,966,667 | ||||||
Option and warrant expense | 171,946 | 171,946 | |||||
Net income loss | (508,535) | (508,535) | |||||
Balance at Feb. 28, 2019 | $ 56,870 | 12,568,886 | 76,000 | (13,371,379) | (669,623) | ||
Balance, shares at Feb. 28, 2019 | 56,869,379 | ||||||
Balance at Aug. 31, 2019 | $ 78,156 | 13,950,095 | 76,000 | (14,135,883) | (31,632) | ||
Balance, shares at Aug. 31, 2019 | 78,155,093 | ||||||
Preferred stock issued for the conversion of accrued salary | $ 1 | 23,999 | 24,000 | ||||
Preferred stock issued for the conversion of accrued salary, shares | 1 | ||||||
Sale of common stock | $ 20,833 | 104,167 | 125,000 | ||||
Sale of common stock, shares | 20,833,333 | ||||||
Common stock issued for services | $ 4,500 | 36,000 | 40,500 | ||||
Common stock issued for services, shares | 4,500,000 | ||||||
Warrant expense | 316,585 | 316,585 | |||||
Financing common share expense | |||||||
Common stock issued with debt | $ 9,900 | 108,800 | 118,700 | ||||
Common stock issued with debt, shares | 9,900,000 | ||||||
Repurchase of common stock | $ (3,000) | (24,500) | (27,500) | ||||
Repurchase of common stock, shares | (3,000,000) | ||||||
Beneficial conversion feature | 281,300 | 281,300 | |||||
Net income loss | (1,099,145) | (1,099,145) | |||||
Balance at Feb. 29, 2020 | $ 1 | $ 110,389 | 14,796,446 | 76,000 | (15,235,028) | (252,192) | |
Balance, shares at Feb. 29, 2020 | 1 | 110,388,426 | |||||
Balance at Nov. 30, 2019 | $ 1 | $ 105,389 | 14,341,227 | 76,000 | (14,552,288) | (29,671) | |
Balance, shares at Nov. 30, 2019 | 1 | 105,388,426 | |||||
Option and warrant expense | 160,219 | 160,219 | |||||
Common stock issued with debt | $ 5,000 | 50,000 | 55,000 | ||||
Common stock issued with debt, shares | 5,000,000 | ||||||
Beneficial conversion feature | 245,000 | 245,000 | |||||
Net income loss | (682,740) | (682,740) | |||||
Balance at Feb. 29, 2020 | $ 1 | $ 110,389 | $ 14,796,446 | $ 76,000 | $ (15,235,028) | $ (252,192) | |
Balance, shares at Feb. 29, 2020 | 1 | 110,388,426 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 6 Months Ended |
Feb. 29, 2020 | |
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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the six-month period ended February 29, 2020 may not necessarily be indicative of the results that may be expected for the year ending August 31, 2020. For further information, refer to the Company's financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended August 31, 2019. Certain prior period amounts have been reclassified to conform to current period presentation. 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 six months ended and as of February 29, 2020. 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 February 29, 2020 and August 31, 2019, 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 convertible note payable approximate their fair values as of February 29, 2020 and August 31, 2019, 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. At February 29, 2020 and August 31, 2019 the Company has recorded an allowance for doubtful accounts of $2,981 and $0, respectively. 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, disposition and transportation and a normal profit margin. As of February 29, 2020 and August 31, 2019, inventory amounted to $1,264 and $3,171, respectively, which consisted of finished goods. During the year ended August 31, 2019 the Company reserved $52,332 for slow moving inventory. No additional reserve was recorded during the six months ended February 29, 2020. 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 are 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. 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. The effect of 3,450,000 warrants and 1,200,000 options is anti-dilutive for the three and six months end February 29, 2020. The effect of 3,490,000 warrants and 1,200,000 options is anti-dilutive for the three and six months ended February 28, 2019. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The adoption of ASU 2016-02 did not have an 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 | 6 Months Ended |
Feb. 29, 2020 | |
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 three and six months ended February 29, 2020 amortization expense amounted to $861 and $1,697, respectively. For the three and six months ended February 28, 2019 amortization expense amounted to $837 and $1,672, respectively. The domain names are being amortized over a 15 year period. During the three and six months ended February 29, 2020, the Company recorded an impairment expense of $289 for expired domain names. On December 24, 2019, the Company repaid a note holder $120,000, and transferred certain URLs valued at $5,282 to the holder. (See note 3.) |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | 3. CONVERTIBLE NOTE PAYABLE 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, resulting in an original issue discount of $100,000. The Company also issued to the investor 4,900,000 shares of common stock valued at $63,700 ($0.013 per share). As amended, the debenture had a maturity date of August 1, 2020 and was convertible into shares of common stock of the Company at a conversion price of $0.006, provided that, if the Company failed to repay the debenture upon maturity, the conversion price would be reduced to $0.001 (subject to adjustment for stock splits, stock dividends and similar transactions) and the debenture would bear interest at the rate of 9% per year. The Company recorded beneficial conversion of $36,300 due to the conversion feature. The debenture could 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 was secured by a security interest in the Company's URLs pursuant to a security agreement between the Company and the investor. On December 24, 2019, the Company entered into an agreement (the "Repayment Agreement") with the holder of the amended and restated original issue discount convertible debenture issued by the Company on November 11, 2019, in the original principal amount of $200,000 (the "November 2019 Debenture"). Pursuant to the Repayment Agreement, the Company paid the holder $120,000, and transferred certain URLs valued at $5,282 to the holder, and the November 2019 Debenture was deemed paid in full. The amortization of debt discount of $17,843 and $35,687, respectively were recorded during the three and six months ended February 29, 2020. The Company recognized a loss on settlement of debt of $89,595 during the three and six months ended February 29, 2020. On December 24, 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 in the principal amount of $500,000, for a purchase price of $300,000. The Company also issued to the investor 5,000,000 shares of common stock valued at $55,000 ($.005 per share). The Company recorded beneficial conversion of $245,000 due to the conversion feature. 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 debenture matures April 30, 2020 and is convertible into shares of common stock of the Company at a conversion price of $0.001, except that, if the Company fails to repay the debenture upon maturity, the conversion price will be reduced to $0.0004 (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 Company's obligation to repay the debenture upon maturity is secured by a security interest in the Company's inventory pursuant to a security agreement between the Company and the investor. For the three and six months ended February 29, 2020 the Company recorded amortization of debt discount of $257,813. |
Equity
Equity | 6 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
EQUITY | 4. EQUITY Common Stock and Preferred 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. No shares of Series A Preferred Stock are issued and outstanding as of February 29, 2020 and August 31, 2019, respectively. 1 share of preferred stock is designated Series B Preferred Stock. 1 share and 0 shares of Series B Preferred Stock are issued and outstanding as of February 29, 2020 and August 31, 2019, respectively. 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 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. See “Warrants” below. 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 February 29, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000. 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. Ms. Noel subsequently exchanged this one share of Series B Preferred for 1 one share of newly created Series C Preferred Stock. See Note 8. 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. See “Common Stock and Preferred Stock” above. 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, resulting in an original issue discount of $100,000. The Company also issued to the investor 4,900,000 shares of common stock valued at $63,700, ($0.013 per share). See Note 3. Effective November 11, 2019, the Company issued 4,500,000 shares of common stock pursuant to a consulting agreement valued at $40,500 ($0.009 per share). On December 24, 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 in the principal amount of $500,000, for a purchase price of $300,000. The Company also issued to the investor 5,000,000 shares of common stock valued at $55,000 ($.005 per share). Warrants On May 22, 2017, the Company entered into an employment agreement with Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the employment agreement. Pursuant to the terms of the employment agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on May 31, 2017; however, the 20,000,000 shares of the Company’s common stock were not issued to Mr. Yahr until June 10, 2017. The shares received upon the exercise of the warrants were subject to forfeiture over a service period of three years. The fair value of the award was determined to be $10,998,105 which will be recognized as compensation expense over the three year service period. Effective October 30, 2018, Marc Yahr resigned from all positions with the Company including as President and Chief Executive Officer of the Company (except as director, which he resigned as on November 25, 2018). Pursuant to the agreement, Mr. Yahr agreed to return 80% of the warrant shares to the Company if he served as CEO of the Company pursuant to the terms and conditions of the employment agreement for a period of more than 12 months but less than 18 months. Therefore, 16,000,000 shares of common stock were forfeited to the Company, and the Company recognized a gain on the forfeited common shares of ($2,440,768) net of $1,600 paid by the Company during the six months ended February 28, 2019. As of February 28, 2019, $0 remains to be expensed over the remaining vesting period. On March 2, 2018 the Company entered into a management agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company agreed to pay $4,000 and to issue 150,000 common stock purchase warrants per month (an aggregate of 3,600,000 warrants) with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. During the three and six months ended February 29, 2020 the Company recognized a gain of $0 and $(3,378), respectively due to a remeasurement of this nonemployee award. On April 16, 2018, the Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants each month to purchase common stock with an exercise price of $0.60. However, if the consultant generates more than $10,000 in monthly sales, the warrants will have an exercise price of $.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 three and six months ended February 29, 2020 the Company recognized an expense / gain of $179 and ($1,905), respectively due to a remeasurement of this nonemployee 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 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 $160,040 and $321,868 and was recognized during the three and six months ended February 29, 2020. Unamortized expense at February 29, 2020 is $1,733,871 and as of 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 six months ended February 29, 2020: Number of Weighted- Outstanding at August 31, 2019 3,330,000 $ 0.56 Granted 120,000 0.60 Cancelled or expired - - Exercised - - Outstanding at February 29, 2020 3,450,000 $ 0.56 Exercisable at February 29, 2020 3,450,000 $ 0.56 Intrinsic value at February 29, 2020 $ - The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions: Grant Date For the six month ended February 29, 2020 Risk-free interest rate at grant date 1.30% - 1.62% Expected stock price volatility 314% - 394% Expected dividend payout - Expected life (in years) 2.50 – 4.50 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 four (4) semiannual installments or every six (6) months until July 26, 2019 at an exercise price of $1.00. As of February 29, 2020 all the options were fully vested.. Number of Weighted- Outstanding at August 31, 2019 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at February 29, 2020 1,200,000 $ 1.00 Exercisable at February 29, 2020 1,200,000 $ 1.00 Intrinsic value at February 29, 2020 $ - |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS 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. See Note 4. 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. See Note 4. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES 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 4). As of February 29, 2020 no commission have been earned under this agreement. As of February 29, 2020 the agreement has expired. 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 February 29, 2020 and 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 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. |
Major Customers
Major Customers | 6 Months Ended |
Feb. 29, 2020 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | 7. 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. As of February 29, 2020, no customer amounted to over 10% of accounts receivable. During the three and six months ended February 29, 2020, no individual customer amounted to over 10% of total sales. During the three and six months ended February 28, 2019, no individual customer amounted to over 10% of total 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 | 6 Months Ended |
Feb. 29, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On March 25, 2020, Company entered into a letter agreement with Niquana Noel, the Company's chief executive officer. Pursuant to the agreement, Ms. Noel exchanged 1 share of Series B Preferred Stock of the Company for one share of newly created Series C Preferred Stock of the Company. In connection with the letter agreement, on March 25, 2020, the Company filed a Certificate of Designation of Series C 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 C Preferred Stock. The Series C 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 C Preferred Stock at any time for a redemption price equal to the stated value. The Series C Preferred Stock has a liquidation preference equal to the stated value, does not provide the holder with any dividend rights and is not convertible to common stock. The COVID-19 pandemic may negatively affect our operations, including by limiting access to our facilities, customers, management, and professional advisors. These factors, in turn, may negatively impact our operations, financial condition and demand for our products, and our ability to raise capital on acceptable terms, or at all. |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Policies) | 6 Months Ended |
Feb. 29, 2020 | |
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. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the six-month period ended February 29, 2020 may not necessarily be indicative of the results that may be expected for the year ending August 31, 2020. For further information, refer to the Company's financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended August 31, 2019. Certain prior period amounts have been reclassified to conform to current period presentation. |
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 six months ended and as of February 29, 2020. 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 February 29, 2020 and August 31, 2019, 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 convertible note payable approximate their fair values as of February 29, 2020 and August 31, 2019, 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. At February 29, 2020 and August 31, 2019 the Company has recorded an allowance for doubtful accounts of $2,981 and $0, respectively. |
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, disposition and transportation and a normal profit margin. As of February 29, 2020 and August 31, 2019, inventory amounted to $1,264 and $3,171, respectively, which consisted of finished goods. During the year ended August 31, 2019 the Company reserved $52,332 for slow moving inventory. No additional reserve was recorded during the six months ended February 29, 2020. |
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 are 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. |
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. The effect of 3,450,000 warrants and 1,200,000 options is anti-dilutive for the three and six months end February 29, 2020. The effect of 3,490,000 warrants and 1,200,000 options is anti-dilutive for the three and six months ended February 28, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The adoption of ASU 2016-02 did not have an 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. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
Schedule of warrant activity and stock options | Number of Weighted- Outstanding at August 31, 2019 3,330,000 $ 0.56 Granted 120,000 0.60 Cancelled or expired - - Exercised - - Outstanding at February 29, 2020 3,450,000 $ 0.56 Exercisable at February 29, 2020 3,450,000 $ 0.56 Intrinsic value at February 29, 2020 $ - Number of Weighted- Outstanding at August 31, 2019 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at February 29, 2020 1,200,000 $ 1.00 Exercisable at February 29, 2020 1,200,000 $ 1.00 Intrinsic value at February 29, 2020 $ - |
Schedule of fair value of the warrants was estimated using the Black-Scholes option pricing model | Grant Date For the six month ended February 29, 2020 Risk-free interest rate at grant date 1.30% - 1.62% Expected stock price volatility 314% - 394% Expected dividend payout - Expected life (in years) 2.50 – 4.50 |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | |||||
Allowance for doubtful accounts | $ 2,981 | $ 2,981 | $ 0 | ||
Inventory finished goods | $ 1,264 | $ 1,264 | 3,171 | ||
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 | 1,200,000 | 1,200,000 | |
Warrants [Member] | |||||
Nature of Operations, Significant Accounting Policies and Going Concern (Textual) | |||||
Anti-dilutive shares of warrants and options | 3,450,000 | 3,490,000 | 3,450,000 | 3,490,000 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | Dec. 24, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | 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 | $ 861 | $ 837 | $ 1,697 | $ 1,672 | ||
Amortized over period | 15 years | |||||
Repaid of note holder | $ 120,000 | |||||
Transferred certain URLs values to holder | $ 5,282 | |||||
Impairment expense | $ 289 | $ 289 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Dec. 24, 2019 | Nov. 06, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 |
Convertible Note Payable (Textual) | ||||||
Securities purchase agreement, description | 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 in the principal amount of $500,000, for a purchase price of $300,000. The Company also issued to the investor 5,000,000 shares of common stock valued at $55,000 ($.005 per share). The Company recorded beneficial conversion of $245,000 due to the conversion feature. 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 debenture matures April 30, 2020 and is convertible into shares of common stock of the Company at a conversion price of $0.001, except that, if the Company fails to repay the debenture upon maturity, the conversion price will be reduced to $0.0004 (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 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, resulting in an original issue discount of $100,000. The Company also issued to the investor 4,900,000 shares of common stock valued at $63,700 ($0.013 per share). As amended, the debenture had a maturity date of August 1, 2020 and was convertible into shares of common stock of the Company at a conversion price of $0.006, provided that, if the Company failed to repay the debenture upon maturity, the conversion price would be reduced to $0.001 (subject to adjustment for stock splits, stock dividends and similar transactions) and the debenture would bear interest at the rate of 9% per year. The Company recorded beneficial conversion of $36,300 due to the conversion feature. The debenture could 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. | ||||
Repaid of note holder | $ 120,000 | |||||
Transferred certain URLs values to holder | $ 5,282 | |||||
Amortization of debt discount | $ 35,687 | $ 293,500 | $ 190,162 | |||
Recognized loss on settlement of debt | (89,595) | (89,595) | ||||
Amortization expense | $ 257,813 | $ 257,813 | ||||
Repayment Agreement [Member] | ||||||
Convertible Note Payable (Textual) | ||||||
Securities purchase agreement, description | In the original principal amount of $200,000 (the “November 2019 Debenture”). Pursuant to the Repayment Agreement, the Company paid the holder $120,000, and transferred certain URLs valued at $5,282 to the holder, and the November 2019 Debenture was deemed paid in full. |
Equity (Details)
Equity (Details) | 6 Months Ended |
Feb. 29, 2020USD ($)$ / sharesshares | |
Options [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants/Options, Outstanding Beginning balance | shares | 1,200,000 |
Number of Warrants/Options, Granted | shares | |
Number of Warrants/Options, Cancelled or expired | shares | |
Number of Warrants/Options, Exercised | shares | |
Number of Warrants/Options, Outstanding Ending balance | shares | 1,200,000 |
Number of Warrants/Options, Exercisable | shares | 1,200,000 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 1 |
Weighted-Average Price Per Share, Granted | $ / shares | |
Weighted-Average Price Per Share, Cancelled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | 1 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 1 |
Weighted-Average Price Per Share Intrinsic value | $ | |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants/Options, Outstanding Beginning balance | shares | 3,330,000 |
Number of Warrants/Options, Granted | shares | 120,000 |
Number of Warrants/Options, Cancelled or expired | shares | |
Number of Warrants/Options, Exercised | shares | |
Number of Warrants/Options, Outstanding Ending balance | shares | 3,450,000 |
Number of Warrants/Options, Exercisable | shares | 3,330,000 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 0.56 |
Weighted-Average Price Per Share, Granted | $ / shares | 0.60 |
Weighted-Average Price Per Share, Cancelled or expired | $ / shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | 0.56 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 0.56 |
Weighted-Average Price Per Share Intrinsic value | $ |
Equity (Details 1)
Equity (Details 1) - Warrants [Member] | 6 Months Ended |
Feb. 29, 2020 | |
Class of Warrant or Right [Line Items] | |
Expected dividend payout | |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.30% |
Expected stock price volatility | 314.00% |
Expected life (in years) | 2 years 6 months |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.62% |
Expected stock price volatility | 394.00% |
Expected life (in years) | 4 years 6 months |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Dec. 24, 2019 | Nov. 30, 2019 | Nov. 06, 2019 | Oct. 03, 2019 | Oct. 30, 2018 | Mar. 02, 2018 | Nov. 11, 2019 | Oct. 14, 2019 | Oct. 31, 2018 | Apr. 16, 2018 | Jul. 26, 2017 | May 22, 2017 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 |
Equity (Textual) | |||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares issued | 1 | 1 | 0 | ||||||||||||||
Preferred stock, shares outstanding | 1 | 1 | 0 | ||||||||||||||
Warrant to purchase of common stock | 20,000,000 | ||||||||||||||||
Proceeds from exercise of warrants | $ 2,000 | ||||||||||||||||
Purchase agreement, description | 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 February 29, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000. | ||||||||||||||||
Unamortized expense | $ 1,733,871 | $ 1,733,871 | $ 2,055,748 | ||||||||||||||
Proceeds of sale amount | $ 165,000 | 125,000 | 285,000 | ||||||||||||||
Common stock issued value | $ 55,000 | 118,700 | |||||||||||||||
Convert principal amount | $ 500,000 | ||||||||||||||||
Purchase price amount | $ 300,000 | ||||||||||||||||
Common stock for services, value | $ 40,500 | $ 120,000 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, designated shares | 1,000 | 1,000 | 1,000 | ||||||||||||||
Preferred stock, shares issued | |||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Preferred stock, shares authorized | 1 | 1 | 1 | ||||||||||||||
Preferred stock, par value | $ 1 | $ 1 | $ 1 | ||||||||||||||
Preferred stock, designated shares | 1 | 1 | 1 | ||||||||||||||
Preferred stock, shares issued | 1 | 1 | 0 | ||||||||||||||
Preferred stock, shares outstanding | 1 | 1 | 0 | ||||||||||||||
Preferred stock stated value | $ 24,000 | $ 24,000 | |||||||||||||||
Holder voting power, description | The holder to 51% of the total voting power of the Company’s stockholders. | ||||||||||||||||
Ms. Noel shall [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Common stock, description | 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. | ||||||||||||||||
Unpaid compensation | $ 24,000 | ||||||||||||||||
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). | ||||||||||||||||
Ms. Noel shall Three [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Common stock, description | 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). | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Common stock, par value | $ .005 | ||||||||||||||||
Aggregate common stock shares issued | 20,833,333 | ||||||||||||||||
Aggregate common stock value | $ 125,000 | ||||||||||||||||
Common stock issued value | $ 55,000 | ||||||||||||||||
Common stock shares issued | 5,000,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Issuance of options | 120,000 | ||||||||||||||||
Options Exercised | |||||||||||||||||
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 during the six months ended February 28, 2019. As of February 28, 2019, $0 remains to be expensed over the remaining vesting period. | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Shares of common stock forfeited | 16,000,000 | ||||||||||||||||
Sale of shares common stock | 6,966,667 | 20,833,333 | 8,966,667 | ||||||||||||||
Proceeds of sale amount | $ 6,967 | $ 20,833 | $ 8,967 | ||||||||||||||
Common stock issued value | $ 5,000 | $ 9,900 | |||||||||||||||
Common stock shares issued | 5,000,000 | 9,900,000 | |||||||||||||||
Common stock, description | 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. | The Company issued 4,500,000 shares of common stock pursuant to a consulting agreement valued at $40,500 ($0.009 per share). | |||||||||||||||
Common stock for services, shares | 4,500,000 | 1,000,000 | |||||||||||||||
Common stock for services, value | $ 4,500 | $ 1,000 | |||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Preferred stock, shares issued | 1 | ||||||||||||||||
Non Employee Stock Option [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Issuance of options | 2,200,000 | ||||||||||||||||
Options Exercised | 1,000,000 | ||||||||||||||||
Company recognized expense | $ (7,419) | (376,250) | |||||||||||||||
Options exercise price | $ 0.001 | ||||||||||||||||
Options vested shares | 1,200,000 | ||||||||||||||||
Options vested shares, exercise price | $ 1 | ||||||||||||||||
President [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | ||||||||||||||||
Common stock per share price | $ 0.0001 | ||||||||||||||||
Fair value of warrants | $ 10,998,105 | ||||||||||||||||
Terms of warrants | 3 years | ||||||||||||||||
Compensation expense recognized over service period | 3 years | ||||||||||||||||
Chief Executive Officer [Member] | Warrant [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Shares of common stock forfeited | 20,000,000 | ||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | 20,000,000 | |||||||||||||||
Common stock per share price | $ 0.0001 | ||||||||||||||||
Proceeds from exercise of warrants | $ 2,000 | ||||||||||||||||
Annual salary | $ 96,000 | ||||||||||||||||
Global Corporate Management, LLC [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Warrant to purchase of common stock | 150,000 | ||||||||||||||||
Common stock per share price | $ 0.50 | ||||||||||||||||
Terms of warrants | 5 years | ||||||||||||||||
Company recognized expense | 0 | (8,363) | (3,378) | (1,273,049) | |||||||||||||
Aggregate common stock shares issued | 4,000 | ||||||||||||||||
Global Corporate Management, LLC [Member] | Warrant [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Warrant to purchase of common stock | 3,600,000 | ||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Purchase agreement, description | 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 $160,040 and $321,868 and was recognized during the three and six months ended February 29, 2020. The fair value of this award was determined to be $2,598,138 of which $162,384 and $216,512 was recognized during the three and six months ended February 28, 2019, respectively | ||||||||||||||||
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 | ||||||||||||||||
Company recognized expense | $ 179 | $ 8,225 | $ (1,905) | $ (107,618) | |||||||||||||
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. 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. | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Equity (Textual) | |||||||||||||||||
Purchase agreement, description | 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, resulting in an original issue discount of $100,000. The Company also issued to the investor 4,900,000 shares of common stock valued at $63,700, ($0.013 per share). | ||||||||||||||||
Common stock shares issued | 500,000 | 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Oct. 30, 2018 | May 22, 2017 |
Employment Agreement [Member] | ||
Related Party Transactions (Textual) | ||
Employment agreement, description | The Company entered into an employment agreement with Niquana Noel pursuant to which Ms. Noel will serve as the Company’s Chief Executive Officer and president for a term of four years, unless earlier terminated pursuant to the terms of the employment agreement. | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textual) | ||
Employment agreement, description | The Company entered into an employment agreement with Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the employment agreement. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 01, 2018 | Jun. 06, 2018 | Jul. 19, 2019 | Aug. 31, 2018 | Apr. 16, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | May 22, 2017 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||||
Warrant to purchase of common stock | 20,000,000 | ||||||||||
Monthly service received | $ 4,280 | $ 1,087 | $ 15,888 | ||||||||
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% | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||||
Payments to issue of common stock | $ 76,000 | $ 76,000 | |||||||||
Exercise price | $ 0.10 | ||||||||||
Dividend | $ 50,000 | ||||||||||
Additional shares of common stock | 500,000 | 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 | 60,000 | 50,000 | |||||||||
Terms of warrants | 1 year | 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. |
Major Customers (Details)
Major Customers (Details) - Customers | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | |
Sales [Member] | |||||
Major Customers (Textual) | |||||
Concentrations of credit risk | 10.00% | 10.00% | 10.00% | 10.00% | |
Accounts Receivable [Member] | |||||
Major Customers (Textual) | |||||
Concentrations of credit risk | 10.00% | 28.00% | |||
Number of customers | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Mar. 25, 2020 | |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Letter agreement, description | The Company filed a Certificate of Designation of Series C 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 C Preferred Stock. The Series C 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. |