Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May 31, 2021 | Aug. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | BESPOKE EXTRACTS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 246,889,621 | |
Amendment Flag | false | |
Entity Central Index Key | 0001409197 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | May 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-52759 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Current assets | ||
Cash | $ 83,145 | $ 126,603 |
Accounts receivable, net | 4,852 | 3,585 |
Prepaid expense | 92,000 | 2,319 |
Inventory, net | 76,857 | |
Total current assets | 256,854 | 132,507 |
Furniture and equipment | 2,745 | |
Domain names, net of amortization of $13,305 and $10,872, respectively | 33,558 | 33,741 |
Total assets | 293,157 | 166,248 |
Current liabilities | ||
Accounts payable and accrued liabilities | 62,136 | 59,913 |
Note payable - related party | 534 | 120,000 |
Convertible notes | 500,000 | 500,000 |
Total current liabilities | 562,670 | 679,913 |
Commitments and contingencies (Note 7) | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Common stock, $0.001 par value: 3,000,000,000 shares authorized; 246,888,426 and 194,388,426 shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively | 246,889 | 194,389 |
Additional paid-in capital | 19,066,135 | 17,992,635 |
Common stock payable | 76,000 | |
Accumulated deficit | (19,582,537) | (18,776,689) |
Total stockholders’ deficit | (269,513) | (513,665) |
Total liabilities and stockholders’ deficit | 293,157 | 166,248 |
Series A Convertible Preferred Stock | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Series C Preferred Stock | ||
Stockholders’ Deficit | ||
Preferred stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | May 31, 2021 | Aug. 31, 2020 |
Net of amortization cost (in Dollars) | $ 13,305 | $ 10,872 |
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 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 246,888,426 | 194,388,426 |
Common stock, shares outstanding | 246,888,426 | 194,388,426 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred stock, designated shares | 1,000 | 1,000 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, designated shares | 1 | 1 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 10,117 | $ 21,684 | $ 1,739 | |
Cost of products sold | 3,186 | 7,202 | 1,087 | |
Gross Profit | 6,931 | 14,482 | 652 | |
Operating expenses: | ||||
Selling, general and administrative expenses | 206,087 | 3,161,806 | 551,170 | 3,594,236 |
Professional fees | 22,604 | 25,367 | 85,227 | 174,153 |
Consulting | 77,000 | 24,562 | 181,500 | 158,062 |
Amortization expense of domain name | 811 | 811 | 2,433 | 2,797 |
Total operating expenses | 306,502 | 3,212,546 | 820,330 | 3,929,248 |
Loss from operations | (299,571) | (3,212,546) | (805,848) | (3,928,596) |
Other expense | ||||
Loss on settlement of debt | (89,595) | |||
Interest expense and amortization of debt discount | (242,188) | (535,688) | ||
Total other expense | (242,188) | (625,283) | ||
Loss before income tax | (299,571) | (3,454,734) | (805,848) | (4,553,879) |
Provision for income tax | ||||
Net Loss | $ (299,571) | $ (3,454,734) | $ (805,848) | $ (4,553,879) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic and Diluted (in Shares) | 246,888,426 | 111,910,165 | 225,296,851 | 105,433,560 |
LOSS PER COMMON SHARE OUTSTANDING | ||||
Basic and Diluted (in Dollars per share) | $ 0 | $ (0.03) | $ 0 | $ (0.04) |
Condensed Statement of Stockhol
Condensed Statement of Stockholders Deficit - USD ($) | Series APreferred Shares Outstanding | Series BPreferred Shares Outstanding | Series CPreferred Shares Outstanding | Common Shares Outstanding | Additional Paid in Capital | Common Stock Payable | Accumulated Deficit | Total |
Balance at Aug. 31, 2019 | $ 78,156 | $ 13,950,095 | $ 76,000 | $ (14,135,883) | $ (31,632) | |||
Balance (in 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 (in Shares) | 1 | |||||||
Sale of common stock | $ 20,833 | 104,167 | 125,000 | |||||
Sale of common stock (in Shares) | 20,833,333 | |||||||
Common stock issued for services | $ 4,500 | 36,000 | 40,500 | |||||
Common stock issued for services (in Shares) | 4,500,000 | |||||||
Options and warrant expense | 3,467,440 | 3,467,440 | ||||||
Exercise of stock options | $ 20,000 | 20,000 | ||||||
Exercise of stock options (in Shares) | 20,000,000 | |||||||
Common stock issued with debt | $ 9,900 | 108,800 | 118,700 | |||||
Common stock issued with debt (in Shares) | 9,900,000 | |||||||
Repurchase of common stock | $ (3,000) | (24,500) | (27,500) | |||||
Repurchase of common stock (in Shares) | (3,000,000) | |||||||
Exchange of preferred stock | $ (1) | 1 | ||||||
Exchange of preferred stock (in Shares) | (1) | 1 | ||||||
Capital contribution of accrued salary - related party | 45,333 | 45,333 | ||||||
Capital contribution of accrued salary - related party (in Shares) | ||||||||
Beneficial conversion feature | 281,300 | 281,300 | ||||||
Net loss | (4,553,879) | (4,553,879) | ||||||
Balance at May. 31, 2020 | $ 130,389 | 17,992,635 | 76,000 | (18,689,762) | (490,738) | |||
Balance (in Shares) at May. 31, 2020 | 1 | 130,388,426 | ||||||
Balance at Feb. 29, 2020 | $ 1 | $ 110,389 | 14,796,446 | 76,000 | (15,235,028) | (252,192) | ||
Balance (in Shares) at Feb. 29, 2020 | 1 | 110,388,426 | ||||||
Options and warrant expense | 3,150,855 | 3,150,855 | ||||||
Exercise of stock options | $ 20,000 | 20,000 | ||||||
Exercise of stock options (in Shares) | 20,000,000 | |||||||
Exchange of preferred stock | $ (1) | 1 | ||||||
Exchange of preferred stock (in Shares) | (1) | 1 | ||||||
Capital contribution of accrued salary - related party | 45,333 | 45,333 | ||||||
Net loss | (3,454,734) | (3,454,734) | ||||||
Balance at May. 31, 2020 | $ 130,389 | 17,992,635 | 76,000 | (18,689,762) | (490,738) | |||
Balance (in Shares) at May. 31, 2020 | 1 | 130,388,426 | ||||||
Balance at Aug. 31, 2020 | $ 194,389 | 17,992,635 | 76,000 | (18,776,689) | (513,665) | |||
Balance (in Shares) at Aug. 31, 2020 | 1 | 194,388,426 | ||||||
Sale of common stock | $ 32,000 | 768,000 | 800,000 | |||||
Sale of common stock (in Shares) | 32,000,000 | |||||||
Common stock for conversion of note payable - related party | $ 20,000 | 230,000 | 250,000 | |||||
Common stock for conversion of note payable - related party (in Shares) | 20,000,000 | |||||||
Exchange of common stock payable | $ 500 | 75,500 | (76,000) | |||||
Exchange of common stock payable (in Shares) | 500,000 | |||||||
Net loss | (805,848) | (805,848) | ||||||
Balance at May. 31, 2021 | $ 246,889 | 19,066,135 | (19,582,537) | (269,513) | ||||
Balance (in Shares) at May. 31, 2021 | 1 | 246,888,426 | ||||||
Balance at Feb. 28, 2021 | $ 246,889 | 19,066,135 | (19,282,966) | 30,058 | ||||
Balance (in Shares) at Feb. 28, 2021 | 1 | 246,888,426 | ||||||
Net loss | (299,571) | (299,571) | ||||||
Balance at May. 31, 2021 | $ 246,889 | $ 19,066,135 | $ (19,582,537) | $ (269,513) | ||||
Balance (in Shares) at May. 31, 2021 | 1 | 246,888,426 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Cash flows from operating activities | ||
Net Loss | $ (805,848) | $ (4,553,879) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization and impairment expense of domain names | 2,433 | 2,797 |
Amortization of debt discounts | 535,687 | |
Bad debt expense | 2,981 | |
Loss on settlement of debt | 89,595 | |
Option and warrant expense | 3,467,440 | |
Common stock issued for services | 40,500 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,267) | (165) |
Inventory | (76,857) | 1,907 |
Prepaid expense | (89,681) | 6,137 |
Accounts payable and accrued liabilities | 2,223 | (542) |
Net Cash used in operating activities | (968,997) | (407,542) |
Cash flows from investing activities | ||
Purchase of Url | (2,250) | |
Purchase of equipment | (2,745) | |
Net cash used in investing activities | (4,995) | |
Cash flow from financing activities | ||
Proceeds from note payable - related party | 130,534 | |
Proceeds from the issuance of convertible debt | 400,000 | |
Proceeds from exercise of stock options for cash | 20,000 | |
Repayment of debt | (120,000) | |
Repurchase of common stock | (27,500) | |
Sale of common stock | 800,000 | 125,000 |
Net cash provided by financing activities | 930,534 | 397,500 |
Net decrease in cash | (43,458) | (10,042) |
Cash at beginning of period | 126,603 | 10,343 |
Cash at end of period | 83,145 | 301 |
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 | |
Stock issued for conversion of debt - related party | 250,000 | |
Capital contribution of salary - related party | 45,333 | |
Stock issued for common stock payable | $ 76,000 | |
Preferred stock issued for the conversion of accrued salary | 24,000 | |
Assignment of URL for settlement of debt | $ 5,282 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 9 Months Ended |
May 31, 2021 | |
Accounting Policies [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 selling its proprietary line of specially-formulated, premium quality, hemp-derived CBD products. The Company introduced its original line of CBD products in 2018. In the fall of 2020, the Company unveiled a new brand image, new website and ecommerce store and a new line-up of hemp-derived CBD formulations available for purchase in the form of tinctures, softgels and creams. Basis of Presentation The accompanying condensed 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-X. 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 three and nine months ended May 31, 2021 may not necessarily be indicative of the results that may be expected for the year ended August 31, 2021. 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, 2020. Certain prior period amounts have been reclassified to conform to the current period presentation. Going Concern The accompanying condensed 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 as of and for the nine months ended May 31, 2021. 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 repaying its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from 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. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. 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 May 31, 2021 and August 31, 2020, the Company did not have any cash equivalents. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable, accrued liabilities, note payable and convertible note payable approximate their fair values as of May 31, 2021 and August 31, 2020, respectively, because of their short-term natures and the Company’s borrowing rate of interest. 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 May 31, 2021 and August 31, 2020, the Company has recorded an allowance for doubtful accounts of $2,981 and $2,981, respectively. At May 31, 2021 and August 31, 2020 included in the accounts receivable is the merchant holdback receivable balance of $3,636 and $3,585, respectively which will be remitted to the Company in the future. 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 May 31, 2021 and August 31, 2020, inventory amounted to $76,857 and $0, respectively, which consisted of finished goods of $72,435, and raw materials of $4,422 net of reserves. During the nine months ended May 31, 2021 the Company adjusted the reserves by $6,776 for products sold. As of May 31, 2021 and August 31, 2020 inventory reserves were $33,476 and $40,252, respectively. Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) 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 30 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, and in accordance FASB ASC 718 , 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 3,000,000 warrants and 0 options as well as 500,000,000 shares issuable upon the conversion of a convertible note are anti-dilutive for the three and nine months ended May 31, 2021. The effect of 3,450,000 warrants and 81,200,000 options is anti-dilutive for the three and nine months end May 31, 2020. |
Asset Purchase Agreement
Asset Purchase Agreement | 9 Months Ended |
May 31, 2021 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 2. ASSET PURCHASE AGREEMENT On February 21, 2017, the Company purchased all right, title, interest and goodwill in or associated with certain 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. During the year ended August 31, 2020, the Company transferred certain URLs valued at $5,282 to an unrelated party and impaired $289 leaving a balance of $44,614 of URL’s. The domain names are being amortized over a 15 year period. During the three and nine months ended May 31, 2021, the Company recorded an amortization expense of $811 and $2,433, respectively. During the nine months ended May 31, 2020, the Company recorded an impairment expense of $289 for the expired domain names. During the three and nine months ended May 31, 2020, the Company recorded an amortization expense of $811 and $2,508 respectively. |
Note Payable - Related Party
Note Payable - Related Party | 9 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 3. NOTE PAYABLE - RELATED PARTY On August 31, 2020, the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack, the Company’s chief executive officer. $120,000 was remitted upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the note for 15,000,000 shares of common stock of the Company. During the nine months ended May 31, 2021, Mr. Pollack loaned the Company an additional $100,534 that was non-interest bearing and payable upon demand. $100,000 of this amount was subsequently deemed to be consideration for 5,000,000 shares of common stock the Company issued to Mr. Pollack on January 6, 2021. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
May 31, 2021 | |
Convertible Debenture Related Party [Abstract] | |
CONVERTIBLE NOTE PAYABLE | 4. CONVERTIBLE NOTE PAYABLE 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 ($0.005 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 had an original maturity date of April 30, 2020 and was convertible into shares of common stock of the Company at an initial conversion price of $0.001, except that, if the Company failed to repay the debenture upon maturity, the conversion price would be reduced to $0.0004 (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’s obligation to repay the debenture upon maturity was initially secured by a security interest in the Company’s inventory pursuant to a security agreement between the Company and the investor. For the year ended August 31, 2020 the Company recorded amortization of debt discount of $500,000. A portion of the debenture was subsequently sold by the original purchaser to a third party. On April 23, 2020, the Company entered into an amendment to the security agreement with the holders of the debentures. Pursuant to the security agreement amendment, the collateral under the security agreement was amended to be the Company’s URLs. The Company has also entered into five amendments to the debentures to extend the maturity date, including, most recently, an amendment entered into on August 2, 2021, to extend the maturity date to August 31, 2021. |
Equity
Equity | 9 Months Ended |
May 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | 5. EQUITY Common Stock and Preferred Stock As of August 31, 2020, the Company had authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On October 2, 2020, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of Nevada, pursuant to which the Company increased its authorized shares of common stock from 800,000,000 to 3,000,000,000. 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 August 31, 2020 and May 31, 2021 respectively. The Company’s Certificate of Designation of Series B Preferred Stock was withdrawn by the Company on June 30, 2020. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of August 31, 2020 and May 31, 2021, respectively. 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. Upon payment of the redemption price by the Company, the Series C Preferred Stock will revert to the status of authorized but unissued preferred stock. 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 would be equal to $50,000 divided by lower financing price. As of August 31, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000. On January 5, 2021, the Company issued the 500,000 shares of common stock. On August 31, 2020, the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack, the Company’s chief executive officer. $120,000 was remitted upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the promissory note for 15,000,000 shares of common stock of the Company. During the nine months ended May 31, 2021, Mr. Pollack loaned the Company an additional $100,534 that was non-interest bearing and payable upon demand. $100,000 of this amount was subsequently deemed to be consideration for 5,000,000 shares of common stock the Company issued to Mr. Pollack on January 6, 2021. On November 30, 2020, the Company entered into a securities purchase agreement with Danil Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 20,000,000 shares of common stock for an aggregate purchase price of $200,000. On January 21, 2021, the Company entered into a securities purchase agreement with Danil Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 2,000,000 shares of common stock for an aggregate purchase price of $100,000. On February 24, 2021, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the purchase agreement, the Company issued and sold to the investor 10,000,000 shares of common stock for an aggregate purchase price of $500,000. Warrants The following table summarizes the warrant activities during the nine months ended May 31, 2021: Number of Weighted- Weighted- Outstanding at August 31, 2020 3,450,000 $ 0.56 2.8 years Granted - - Canceled or expired (450,000 ) 0.81 Exercised - - Outstanding at May 31, 2021 3,000,000 $ 0.52 2.41 years Exercisable at May 31, 2021 3,000,000 $ 0.52 2.41 years Intrinsic value at May 31, 2021 $ - Options On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. Pursuant to the employment agreement, Mr. Pollack will serve as the Company’s chief executive officer and president for a period of one year, which term will renew automatically for successive one year terms, subject to the right of either party to terminate the agreement at any time upon written notice. Mr. Pollack was granted the right, for a period of six months, to purchase up to 100,000,000 shares of common stock of the Company for a purchase price of $0.001 per share. The Company recognized option expense of $1,416,975 during the year ended August 31, 2020. During the year ended August 31, 2020, Mr. Pollack exercised 84,000,000 stock options for $84,000. During the nine months ended May 31, 2021, the remaining 16,000,000 stock options expired. The following table summarizes the option activities during the nine months ended May 31, 2021: Number of Weighted- Weighted- Outstanding at August 31, 2020 16,000,000 $ .001 0.9 years Granted - - Canceled or expired (16,000,000 ) .001 Exercised - - Outstanding at May 31, 2021 - $ - Exercisable at May 31, 2021 - $ - |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS On September 30, 2020, the Company entered into an amendment to the Company’s employment agreement, dated April 22, 2020, with Danil Pollack, the Company’s chief executive officer. Pursuant to the amendment, the Company will pay Mr. Pollack an annual salary of $48,000. The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus. On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company will pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus. On August 31, 2020, the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack. $120,000 was remitted upon execution of the note and the remaining $30,000 was paid on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged this note for 15,000,000 shares of common stock of the Company. During the nine months ended May 31, 2021, Mr. Pollack loaned the Company an additional $100,534 that was non-interest bearing and payable upon demand. $100,000 of this amount was subsequently deemed to be consideration for 5,000,000 shares of common stock the Company issued to Mr. Pollack on January 6, 2021. On November 30, 2020, the Company entered into a securities purchase agreement with Mr. Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 20,000,000 shares of common stock for an aggregate purchase price of $200,000. On January 21, 2021, the Company entered into a securities purchase agreement with Danil Pollack. Pursuant to the purchase agreement, the Company issued and sold to Mr. Pollack 2,000,000 shares of common stock for an aggregate purchase price of $100,000. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES 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 would be equal to $50,000 divided by lower financing price. As of November 30, 2020 and August 31, 2020, 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 January 5, 2021, the Company issued 500,000 shares of common stock. On April 21, 2020, Danil Pollack was appointed president, chief executive officer, and chief financial officer of the Company. In connection with Mr. Pollack’s appointment, the Company entered into an employment agreement with Mr. Pollack. On September 30, 2020, the Company entered into an amendment to the employment agreement. Pursuant to the amendment, the Company will pay Mr. Pollack an annual salary of $48,000. The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus. On April 27, 2021, the Company entered into an amendment to the Company’s employment agreement with Mr. Pollack. Pursuant to the amendment, the Company will pay Mr. Pollack an annual salary of $66,000 effective April 1, 2021. The Company may also in its discretion pay additional compensation to Mr. Pollack at any time as a bonus. On October 13, 2020, the Company entered into a consulting agreement with Yaniv Rozen pursuant to which the Company engaged Mr. Rozen to serve as the Company’s chief operating officer on a consultant/independent contractor basis. Mr. Rozen was permitted to engage in other business activities while serving as the Company’s chief operating officer. On July 1, 2021, Yaniv Rozen resigned as chief operating officer of the Company. Pursuant to the consulting agreement, the Company agreed to pay Mr. Rozen a fee of $3,000 per month. The Company also agreed to issue to Mr. Rozen shares of common stock, and increase such monthly fee, as follows: ● Within five business day of the end of the fourth quarter of 2020, (i) if the Company’s average sales were at least $50,000 per month, for such quarter, the Company would issue to Mr. Rozen 500,000 shares of common stock; or (ii) if the Company’s average sales were at least $100,000 per month for such quarter, the Company would issue to Mr. Rozen 750,000 shares of common stock; ● Within five business day of the end of the first quarter of 2021, (i) if the Company’s average sales were at least $100,000 per month for such quarter, the Company would issue to Mr. Rozen 750,000 shares of common stock, or (ii) if the Company’s average sales were at least $150,000 per month for such quarter, the Company would issue to Mr. Rozen 1,000,000 shares of common stock, and would increase Mr. Rozen’s fee to $5,000 per month effective commencing at the end such quarter; ● Within five business days of the end of the second quarter of 2021, (i) if the Company’s average sales were at least $200,000 per month, for such quarter, the Company would issue to Mr. Rozen 1,500,000 shares of common stock, or (ii) if the Company’s average sales were at least $300,000 per month, for such quarter, the Company would issue to Mr. Rozen 2,000,000 shares of common stock; and ● Within five business days of the end of the third quarter of 2021, (i) if the Company’s average sales were at least $300,000 per month, for such quarter, the Company would issue to Mr. Rozen 2,000,000 shares of common stock; or (ii) if the Company’s average sales were at least $500,000 per month, for such quarter, the Company would issue to Mr. Rozen 3,000,000 shares of common stock, and would increase Mr. Rozen’s fee to $7,000 per month effective commencing at the end such quarter. As of July 1, 2021, Mr. Rozen’s resignation date, there was no common stock owed to Mr. Rozen as the quarterly target sales were not met. The COVID-19 pandemic may negatively affect our operations, including by limiting access to our facilities, customers, management, and professional advisors, and causing delays and constraints in manufacturing and shipping of our products. 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. |
Major Customers
Major Customers | 9 Months Ended |
May 31, 2021 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | 8. MAJOR CUSTOMERS At May 31, 2021 and August 31, 2020, no individual customer amounted to over 10% of total accounts receivable. During the three and nine months ended May 31, 2021 and May 31, 2020 no individual customer amounted to over 10% of total sales. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On July 1, 2021, Yaniv Rozen resigned as chief operating officer of the Company. See Note 7. On August 2, 2021, the Company entered into amendments (“Amendment No. 6”) with the holders of the Company’s original issue discount convertible debentures, with an original issuance date of December 24, 2019, as amended by amendment No. 1 thereto, dated May 28, 2020, amendment No. 2 thereto, dated August 21, 2020, amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, and Amendment No. 5 thereto, dated April 2, 2021, in the aggregate outstanding principal amount of $500,000. Pursuant to Amendment No. 6, the maturity date of the debentures was extended to August 31, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business Operations | Nature of Business Operations Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on selling its proprietary line of specially-formulated, premium quality, hemp-derived CBD products. The Company introduced its original line of CBD products in 2018. In the fall of 2020, the Company unveiled a new brand image, new website and ecommerce store and a new line-up of hemp-derived CBD formulations available for purchase in the form of tinctures, softgels and creams. |
Basis of Presentation | Basis of Presentation The accompanying condensed 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-X. 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 three and nine months ended May 31, 2021 may not necessarily be indicative of the results that may be expected for the year ended August 31, 2021. 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, 2020. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Going Concern | Going Concern The accompanying condensed 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 as of and for the nine months ended May 31, 2021. 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 repaying its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from 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. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. 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 May 31, 2021 and August 31, 2020, 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, inventory and other assets, accounts payable, accrued liabilities, note payable and convertible note payable approximate their fair values as of May 31, 2021 and August 31, 2020, respectively, because of their short-term natures and the Company’s borrowing rate of interest. |
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 May 31, 2021 and August 31, 2020, the Company has recorded an allowance for doubtful accounts of $2,981 and $2,981, respectively. At May 31, 2021 and August 31, 2020 included in the accounts receivable is the merchant holdback receivable balance of $3,636 and $3,585, respectively which will be remitted to the Company in the future. |
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 May 31, 2021 and August 31, 2020, inventory amounted to $76,857 and $0, respectively, which consisted of finished goods of $72,435, and raw materials of $4,422 net of reserves. During the nine months ended May 31, 2021 the Company adjusted the reserves by $6,776 for products sold. As of May 31, 2021 and August 31, 2020 inventory reserves were $33,476 and $40,252, respectively. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) 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 30 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, and in accordance FASB ASC 718 , 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 3,000,000 warrants and 0 options as well as 500,000,000 shares issuable upon the conversion of a convertible note are anti-dilutive for the three and nine months ended May 31, 2021. The effect of 3,450,000 warrants and 81,200,000 options is anti-dilutive for the three and nine months end May 31, 2020. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
May 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants | Number of Weighted- Weighted- Outstanding at August 31, 2020 3,450,000 $ 0.56 2.8 years Granted - - Canceled or expired (450,000 ) 0.81 Exercised - - Outstanding at May 31, 2021 3,000,000 $ 0.52 2.41 years Exercisable at May 31, 2021 3,000,000 $ 0.52 2.41 years Intrinsic value at May 31, 2021 $ - |
Schedule of stock options | Number of Weighted- Weighted- Outstanding at August 31, 2020 16,000,000 $ .001 0.9 years Granted - - Canceled or expired (16,000,000 ) .001 Exercised - - Outstanding at May 31, 2021 - $ - Exercisable at May 31, 2021 - $ - |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2021 | May 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | |
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Allowance for doubtful accounts | $ 2,981 | $ 2,981 | $ 2,981 | |
Inventory | 3,636 | 3,585 | ||
Inventory, net | 76,857 | 76,857 | $ 0 | |
Inventory finished goods | 72,435 | 72,435 | ||
Raw material, net reserve | 4,422 | |||
Adjusted reserves | 6,776 | 6,776 | ||
Inventory | $ 33,476 | $ 33,476 | $ 40,252 | |
Anti-dilutive shares of warrants and options (in Shares) | 3,450,000 | 81,200,000 | ||
Shares issuable conversion of a convertible note (in Shares) | 500,000,000 | |||
Warrant [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Anti-dilutive shares of warrants and options (in Shares) | 3,000,000 | |||
Options [Member] | ||||
Nature of Operations, Significant Accounting Policies and Going Concern (Details) [Line Items] | ||||
Anti-dilutive shares of warrants and options (in Shares) | 0 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | Aug. 31, 2020 | Feb. 21, 2017 | |
Asset Purchase Agreement [Abstract] | ||||||
Total approximate amount include in asset purchase agreement | $ 20,185 | |||||
Number of common stock (in Shares) | 200,000 | |||||
Common stock value | $ 30,000 | |||||
Transferred certain URLs values to holder | $ 5,282 | |||||
Impairment expense | 289 | |||||
Repaid of note holder | $ 44,614 | |||||
Amortized over period | 15 years | |||||
Amortization expense | $ 811 | $ 811 | $ 2,433 | $ 2,508 | ||
Impairment expense | $ 289 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - USD ($) | Jan. 06, 2021 | Aug. 31, 2020 | May 31, 2021 |
Debt Disclosure [Abstract] | |||
Principal amount | $ 150,000 | ||
Related party, description | the Company’s chief executive officer. $120,000 was remitted upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the note for 15,000,000 shares of common stock of the Company. | ||
Non-interest bearing payable | $ 100,534 | ||
Issued amount | $ 100,000 | ||
Common stock issued (in Shares) | 5,000,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 24, 2019 | Aug. 31, 2020 | |
Convertible Note Payable (Details) [Line Items] | ||
Principal amount | $ 500,000 | |
Purchase amount | $ 300,000 | |
Conversion per value (in Dollars per share) | $ 0.005 | |
Beneficial conversion feature | $ 245,000 | |
Maturity date | Apr. 30, 2020 | |
Conversion price (in Dollars per share) | $ 0.001 | |
Conversion price reduced per share (in Dollars per share) | $ 0.0004 | |
Bear interest rate | 9.00% | |
Conversion rate, description | more than 4.99% | |
Securities Purchase Agreement [Member] | ||
Convertible Note Payable (Details) [Line Items] | ||
Amortization of debt discount | $ 500,000 | |
Investor [Member] | ||
Convertible Note Payable (Details) [Line Items] | ||
Issuance of common shares (in Shares) | 5,000,000 | |
Common stock value | $ 55,000 |
Equity (Details)
Equity (Details) - USD ($) | Jan. 06, 2021 | Oct. 02, 2020 | Apr. 21, 2020 | Jun. 06, 2018 | Feb. 24, 2021 | Jan. 21, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | May 31, 2021 | Jan. 05, 2021 |
Equity (Details) [Line Items] | ||||||||||
Common stock, shares authorized (in Shares) | 800,000,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized (in Shares) | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Description of stock | On October 2, 2020, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of Nevada, pursuant to which the Company increased its authorized shares of common stock from 800,000,000 to 3,000,000,000. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. | |||||||||
Debt instrument, annual principal amount | $ 150,000 | |||||||||
Remitted value | $ 120,000 | |||||||||
Additional amount | $ 100,534 | |||||||||
Amount deemed consideration | $ 100,000 | $ 100,000 | ||||||||
Common stock share issued (in Shares) | 5,000,000 | 500,000 | 5,000,000 | 500,000 | ||||||
Common stock aggregate shares (in Shares) | 10,000,000 | 2,000,000 | 20,000,000 | |||||||
Common stock aggregate amount | $ 500,000 | $ 100,000 | $ 200,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Common stock share issued (in Shares) | 500,000 | |||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Description of common stock | 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 would be equal to $50,000 divided by lower financing price. As of August 31, 2020, the Company was obligated to issue 500,000 shares of common stock valued at $76,000. On January 5, 2021, the Company issued the 500,000 shares of common stock. | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Holder voting power, description | 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. | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Letter agreement, description | upon execution of the note and the remaining $30,000 was remitted on September 22, 2020. The note did not bear interest. On November 10, 2020, the Company entered into an exchange agreement with Mr. Pollack. Pursuant to the exchange agreement, Mr. Pollack exchanged the promissory note for 15,000,000 shares of common stock of the Company. | |||||||||
Options [Member] | Danil Pollack [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Employment agreement, description | Pursuant to the employment agreement, Mr. Pollack will serve as the Company’s chief executive officer and president for a period of one year, which term will renew automatically for successive one year terms, subject to the right of either party to terminate the agreement at any time upon written notice. Mr. Pollack was granted the right, for a period of six months, to purchase up to 100,000,000 shares of common stock of the Company for a purchase price of $0.001 per share. The Company recognized option expense of $1,416,975 during the year ended August 31, 2020. During the year ended August 31, 2020, Mr. Pollack exercised 84,000,000 stock options for $84,000. During the nine months ended May 31, 2021, the remaining 16,000,000 stock options expired. |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrants - Warrants [Member] | 9 Months Ended |
May 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Outstanding Beginning balance | shares | 3,450,000 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 0.56 |
Weighted-Average Remaining Life, Outstanding Beginning years | 2 years 292 days |
Number of Warrants, Granted | shares | |
Weighted-Average Price Per Share, Granted | $ / shares | |
Number of Warrants, Canceled or expired | shares | (450,000) |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | $ 0.81 |
Number of Warrants, Exercised | shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Number of Warrants, Outstanding Ending balance | shares | 3,000,000 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | $ 0.52 |
Weighted-Average Remaining Life, Outstanding Ending years | 2 years 149 days |
Number of Warrants, Exercisable | shares | 3,000,000 |
Weighted-Average Price Per Share, Exercisable | $ / shares | $ 0.52 |
Weighted-Average Remaining Life, Exercisable | 2 years 149 days |
Weighted-Average Price Per Share Intrinsic value | $ |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock options - Options [Member] | 9 Months Ended |
May 31, 2021$ / sharesshares | |
Equity (Details) - Schedule of stock options [Line Items] | |
Number of Options, Outstanding Beginning balance | shares | 16,000,000 |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ / shares | $ 0.001 |
Weighted-Average Remaining Life, Outstanding Beginning years | 328 days |
Number of Options, Granted | shares | |
Weighted-Average Price Per Share, Granted | $ / shares | |
Number of Options, Canceled or expired | shares | (16,000,000) |
Weighted-Average Price Per Share, Canceled or expired | $ / shares | $ 0.001 |
Number of Options, Exercised | shares | |
Weighted-Average Price Per Share, Exercised | $ / shares | |
Number of Options, Outstanding Ending balance | shares | |
Weighted-Average Price Per Share, Outstanding Ending balance | $ / shares | |
Number of Options, Exercisable | shares | |
Weighted-Average Price Per Share, Exercisable | $ / shares |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 06, 2021 | Apr. 30, 2021 | Jan. 21, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Nov. 30, 2020 | May 31, 2021 | Jan. 05, 2021 | Nov. 10, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Mr. Pollack an annual salary | $ 66,000 | $ 48,000 | ||||||||
Outstanding shares (in Shares) | 15,000,000 | |||||||||
Non-interest bearing payable | $ 100,534 | |||||||||
Amount deemed consideration | $ 100,000 | $ 100,000 | ||||||||
Issued amount (in Shares) | 5,000,000 | 500,000 | 500,000 | 5,000,000 | 500,000 | |||||
Common stock aggregate shares (in Shares) | 2,000,000 | 20,000,000 | ||||||||
Common stock aggregate purchase price | $ 100,000 | $ 200,000 | ||||||||
Employment Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory note, description | the Company issued a promissory note in the principal amount of $150,000, to Danil Pollack. $120,000 was remitted upon execution of the note and the remaining $30,000 was paid on September 22, 2020. | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Letter agreement, description | Pursuant to the exchange agreement, Mr. Pollack exchanged this note for 15,000,000 shares of common stock of the Company. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 01, 2021USD ($) | Oct. 13, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 06, 2018USD ($)$ / shares | Nov. 30, 2021USD ($)shares | May 31, 2021USD ($)shares | Feb. 28, 2021USD ($)shares | Aug. 31, 2020USD ($)shares | May 31, 2020USD ($) | May 31, 2021USD ($)shares | May 31, 2020USD ($) | Aug. 31, 2019USD ($) | Jan. 06, 2021shares | Jan. 05, 2021shares | Nov. 30, 2020shares |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 5,000,000 | 5,000,000 | 5,000,000 | 500,000 | 500,000 | ||||||||||
Mr. Pollack an annual salary | $ 66,000 | ||||||||||||||
Fees | $ 22,604 | $ 25,367 | $ 85,227 | $ 174,153 | |||||||||||
Business days | 5 | ||||||||||||||
Professional Fee | $ 7,000 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||
Dividend | $ 50,000 | ||||||||||||||
Common stock issued (in Shares) | shares | 500,000 | ||||||||||||||
Value of common stock | $ 76,000 | ||||||||||||||
Mr. Pollack an annual salary | $ 48,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Monthly average sales | $ 300,000 | $ 200,000 | $ 50,000 | ||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Monthly average sales | $ 100,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 750,000 | 750,000 | |||||||||||||
Monthly average sales | $ 500,000 | $ 300,000 | $ 100,000 | ||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Monthly average sales | 150,000 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Fees | $ 3,000 | ||||||||||||||
Mr. Rozen [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Fees | $ 5,000 | ||||||||||||||
Mr. Rozen [Member] | Minimum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 2,000,000 | 1,500,000 | 500,000 | 2,000,000 | |||||||||||
Mr. Rozen [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 750,000 | ||||||||||||||
Mr. Rozen [Member] | Maximum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 3,000,000 | 2,000,000 | 3,000,000 | ||||||||||||
Mr. Rozen [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock issued (in Shares) | shares | 1,000,000 |
Major Customers (Details)
Major Customers (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2021 | Aug. 31, 2020 | May 31, 2021 | May 31, 2021 | |
Major Customers (Details) [Line Items] | ||||
Number of individual customer | 0 | 0 | ||
Concentration risk percentage | 10.00% | 10.00% | ||
Accounts Receivables [Member] | ||||
Major Customers (Details) [Line Items] | ||||
Number of individual customer | 0 | |||
Concentration risk percentage | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
May 31, 2021USD ($) | |
Subsequent Events [Abstract] | |
Aggregate principal amount | $ 500,000 |