Convertible Notes Payable | Note 9. Convertible Notes Payable On January 12, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 115,500 0.10 100,000 115,500 40,000 3,112 On January 26, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 243,875 215,500 243,875 118,875 9,543 11,446,165 On January 26, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 243,875 215,500 243,875 15,000 2,250 208,191 228,875 14,307 27,063,391 On March 8, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 215,000 191,000 215,000 270,250 21,276 81,397,959 On March 16, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 215,000 191,000 215,000 215,000 12,372 30,087,611 On May 20, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 130,000 108,000 130,000 130,000 6,261 46,880,909 On June 16, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 135,000 108,000 130,000 47,560 2,440 14,912,584 28,262 4,069 0 On August 4, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 110,000 89,000 110,000 48,000 1957 21,910,886 On September 22, 2021, the Company entered into a $ 25,000 21,000 March 22, 2022 25,000 1,089 On January 3, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 100,000 80,000 3,000,000 25,200 120,000 15,342 84,658 1,584 On January 6, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 120,000 102,000 120,000 18,411 101,589 1,394 On February 11, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 130,000 110,400 130,000 19,945 110,055 484 On February 11, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 12 615,000 512,820 0.0025 615,000 94,356 520,644 3,437 Series B Convertible Preferred Stock On February 28, 2021 the Company filed a Certificate of Designation of Preferences, Rights of Series B Preferred Stock. The Series B Convertible Preferred stock has 1,000,000 shares authorized, has a par value of $0.001 per share and a stated value of $1.00. Each share of Series B Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation or conversion. The Series B is convertible into shares of common stock at a rate of 63% of the market price, based on the average of the two lowest trading prices during the previous 15 days. Additionally, the Series B Convertible Preferred Stock is mandatorily redeemable 16 months from the issuance date in cash. Upon the occurrence of an Event of Default (as defined herein), the Dividend Rate shall automatically increase to twenty two percent (22%). Based on the terms of the Series B Preferred Stock Purchase Agreement, and in accordance with ASC 480-10, the instruments are accounted for as a liability. During the year ended August 31, 2021, the Company entered into five Series B Preferred Stock Purchase Agreements for an aggregate amount of $ 367,750 367,750 14,710 51,181,398 During the six months ended February 28, 2022, the Company entered into five Series B Preferred Stock Purchase Agreements for an aggregate amount of $ 277,500 260,000 260,000 As of February 28, 2022, the carrying value of the Series B Convertible Preferred Stock liability in aggregate was $ 172,142 105,358 24,336 As of February 28, 2022, there were 277,750 Related Parties During the three months ended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $ 133,101 79,333 53,768 10 133,101 79,333 2,608 694,902 10,468 15,884 37,884 3,138 53,768 4,626 878,190 On April 30, 2020, the Company entered into a settlement agreement with its former Chief Financial Officer (Robert L. Hymers III, hereinafter referred to as the “CFO”) whereby the CFO resigned and the Company issued a promissory note for $ 30,000 December 31, 2020 10 0.02 30,000 15,061 14,939 1,011 1,500,000 On August 21, 2020 the Company, issued a convertible note pursuant to a Stock Purchase Agreement (the “SPA) to acquire 266,667 540,000 270,886 1,714,903 690,000 86,203 Company authorized and entered into an exchange agreement with Mr. Hymers to exchange the remaining $690,000 principal and $164,156 of accrued interest into a new $854,156 note (“exchange note”). The exchange note is convertible at a fixed price of $0.0025 per share and matures on February 11, 2023. 854,156 2,476 The Company evaluated its interest in NPE as of August 31, 2020 under ASC 810. Management determined that it had a variable interest in NPE, but that NPE does not meet the definition of a variable interest entity, and does not have an indirect voting interest of greater than 50%. Based on these factors, the investment in NPE by the Company, the investment in NPE will be accounted for as an equity method investment under the measurement alternative available under ASC 321 with the Company recording its share of the profits and losses of NPE at each reporting period. The initial investment balance was $1,714,903 based on the initial fair value estimate of the note payable and convertible note payable issued as consideration for the investment. The Company subsequently acquired control of NPE and began consolidating the results of operations into its financial statements, as described in Note 7. As of August 31, 2021, the Company was in default of the $540,000 note payable to Robert Hymers. On January 3, 2021, the Company entered into a settlement agreement with Robert Hymers concerning five delinquent payments totaling $100,000, whereby 1,585,791 shares of common stock were issued in settlement of those payments. As of February 28, 2021, the Company missed five additionally $20,000 payments, and remains in default of this agreement. On June 11, 2021, the Company entered into an agreement with Robert Hymers. As of the date of the amendment, the Company owed Mr. Hymers $ 440,000 June 11, 2022 10 0.004 40,000 17,543,860 275,836 124,164 29,600 On December 28, 2021, the Company entered into a convertible note agreement with Robert Hymers, for $24,774 in settlement of outstanding accounts payable. The note was convertible at 55% of the lowest trading price of the Company’s common stock for the 15 days prior conversion. On December 29, 2021, the Company issued 10,475,053 24,774 See Note 10 for further discussion of the accounting treatment of the embedded conversion options of the above promissory notes payable as derivative liabilities. |