Document and Entity Information
Document and Entity Information | 9 Months Ended |
May 31, 2019 | |
Document And Entity Information | |
Entity Registrant Name | MCTC Holdings, Inc. |
Entity Central Index Key | 0001413488 |
Document Type | S-1 |
Document Period End Date | May 31, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Is Entity a Shell Company? | true |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2019 |
Entity Emerging Growth Company | false |
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Current Assets: | |||
Cash | $ 0 | $ 4,652 | $ 4,832 |
Total Current Assets | 0 | 4,652 | 4,832 |
TOTAL ASSETS | 0 | 4,652 | 4,832 |
Current Liabilities: | |||
Accounts Payable | 0 | 11,688 | 2,586 |
Accounts Payable - Related Party | 0 | 6,200 | 0 |
Accrued Interest | 33,541 | 28,306 | 21,307 |
Accrued Interest - Related Party | 3,449 | 857 | 0 |
Note Payable - Related Party | 51,058 | 22,554 | 0 |
Note Payable to Shareholder | 70,000 | 70,000 | 70,000 |
Total Current Liabilities | 158,048 | 139,605 | 93,893 |
Total Liabilities | 158,048 | 139,605 | 93,893 |
Stockholder's Deficit | |||
Preferred Stock value | 0 | 0 | 0 |
Common Stock value | 18,386 | 18,386 | 5,386 |
Additional Paid-In Capital | 584,665 | 584,665 | 556,711 |
Accumulated Deficit | (761,099) | (738,004) | (651,158) |
Total Stockholder's Deficit | (158,048) | (134,953) | (89,061) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 0 | $ 4,652 | $ 4,832 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 290,000,000 | 290,000,000 | 300,000,000 |
Common stock, shares issued | 183,864,600 | 183,864,600 | 53,864,600 |
Common stock, shares outstanding | 183,864,600 | 183,864,600 | 53,864,600 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses: | ||||||
Advertising fees | 792 | 0 | ||||
Consulting fees | 0 | 4,000 | 0 | 4,000 | 4,000 | 0 |
Professional fees | 500 | 11,001 | 15,354 | 31,996 | 34,711 | 0 |
General and administrative expense | 5,325 | 2,549 | 9,914 | 10,936 | 11,533 | 1,431 |
Total Operating Expenses | 5,825 | 17,550 | 25,268 | 46,932 | 51,036 | 1,431 |
Operating Loss | (5,825) | (17,550) | (25,268) | (46,932) | (51,036) | (1,431) |
Other Income (Expense) | ||||||
Interest expense | (2,644) | (29,920) | (7,827) | (33,521) | 35,810 | 6,999 |
Gain on Debt Cancellation | 10,000 | 0 | 10,000 | 0 | ||
Total Other Income (Expense) | 7,356 | (29,920) | 2,173 | (33,521) | ||
Net Income (Loss) | $ 1,531 | $ (47,470) | $ (23,095) | $ (80,453) | $ (86,846) | $ (8,430) |
Basic & Diluted Loss per Common Share | $ 0 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding | 183,864,600 | 8,634,600 | 183,864,600 | 64,816,981 | 112,592,670 | 53,864,600 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Aug. 31, 2016 | 53,864,600 | |||
Beginning Balance, Amount at Aug. 31, 2016 | $ 5,386 | $ 556,711 | $ (642,728) | $ (80,631) |
Beneficial Conversion Feature | 0 | |||
Net loss | (8,430) | (8,430) | ||
Ending Balance, Shares at Aug. 31, 2017 | 53,864,600 | |||
Ending Balance, Amount at Aug. 31, 2017 | $ 5,386 | 556,711 | (651,158) | (89,061) |
Stock issued for a debt conversion,shares | 130,000,000 | |||
Stock issued for a debt conversion,amount | $ 13,000 | |||
Beneficial Conversion Feature | 27,954 | 27,954 | ||
Net loss | (86,846) | (86,846) | ||
Ending Balance, Shares at Aug. 31, 2018 | 183,864,600 | |||
Ending Balance, Amount at Aug. 31, 2018 | $ 584,665 | $ (738,004) | (134,953) | |
Beneficial Conversion Feature | 0 | |||
Net loss | (23,095) | |||
Ending Balance, Amount at May. 31, 2019 | $ (158,048) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (23,095) | $ (80,453) | $ (86,846) | $ (8,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Beneficial conversion feature | 0 | 27,954 | 27,954 | 0 |
Changes In: | ||||
Accounts Payable | (11,688) | 13,106 | 9,102 | 1,251 |
Accounts Payable - Related Party | (6,200) | 5,200 | 6,200 | 0 |
Accrued Interest | 5,235 | 5,235 | 6,999 | 6,999 |
Accrued Interest - Related Party | 2,592 | 332 | 857 | 0 |
Net Cash Used in Operating Activities | (33,156) | (28,626) | (35,734) | (180) |
CASH FLOWS FROM FINANCING | ||||
Proceeds from Advances - Related Party | 0 | 600 | ||
Proceeds from Note Payable - Related Party | 28,504 | 27,954 | 35,554 | 0 |
Net Cash Provided by Financing Activities | 28,504 | 28,554 | 35,554 | 0 |
Net (Decrease) Increase in Cash | (4,652) | (72) | (180) | (180) |
Cash at Beginning of Period | 4,652 | 4,832 | 4,832 | 5,012 |
Cash at End of Period | 0 | 4,760 | 4,652 | 4,832 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid during the year for: Interest | 0 | 0 | 0 | 0 |
Cash paid during the year for: Franchise Taxes | 0 | 0 | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
130,000,000 shares of common stock were issued in exchange for a debt conversion of $13,000 due to a related party. | $ 13,000 | $ 0 | ||
Gain on Debt Cancellation | $ 10,000 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - Common Stock | 12 Months Ended |
Aug. 31, 2018USD ($)shares | |
Common stock were issued in exchange for a debt conversion to related party, shares | shares | 130,000,000 |
Common stock were issued in exchange for a debt conversion to related party, amount | $ | $ 13,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||
Organization and Description of Business | Note 1. Organization and Description of Business MicroChannel Technologies Corporation (the “Company”) was formed as a wholly-owned subsidiary of New Energy Technologies, Inc. (“New Energy”). New Energy spun off its issued and outstanding shares to New Energy’s shareholders on December 18, 2007. The Company was incorporated under the name MultiChannel Technologies Corporation on February 28, 2005 in the State of Nevada, and changed to MicroChannel Techonolgies Corporation, on April 4, 2005. On or about June 27, 2018 we changed domiciles from the State of Nevada to the State of Delaware and thereafter reorganized under the Delaware Holding Company Statute Delaware General Corporation Law Section 251(g). On or about July 12, 2018, two subsidiaries were formed for the purpose of effecting the reorganization. We incorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp.. We then effected a merger involving the three constituents and under the terms of the merger we were merged into MicroChannel Corp., with MicroChannel Corp. surviving and our separate corporate existence ceasing. Following the merger MCTC Holdings, Inc. became the surviving publicly traded issuer and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp.. Our shareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis. After the current quarter in this report ended, on June 7, 2018, there was a change of control for MCTC Holdings Inc. in which the subsidiary Microchannel Corp. was spun out to the prior shareholders and is no longer part of MCTC Holdings, Inc. The Company is not currently engaged in any business operations. It is, however, in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities. | Note 1. Organization and Description of Business MicroChannel Technologies Corporation (the “Company”) was formed as a wholly-owned subsidiary of New Energy Technologies, Inc. (“New Energy”). New Energy spun off its issued and outstanding shares to New Energy’s shareholders on December 18, 2007. The Company was incorporated under the name MultiChannel Technologies Corporation on February 28, 2005 in the State of Nevada, and changed to its existing name on April 4, 2005. On or about June 27, 2018 we changed domiciles from the State of Nevada to the State of Delaware and thereafter reorganized under the Delaware Holding Company Statute Delaware General Corporation Law Section 251(g). On or about July 12, 2018, two subsidiaries were formed for the purpose of effecting the reorganization. We incorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp.. We then effected a merger involving the three constituents and under the terms of the merger we were merged into MicroChannel Corp., with MicroChannel Corp. surviving and our separate corporate existence ceasing. Following the merger MCTC Holdings, Inc. became the surviving publicly traded issuer and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp.. Our shareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis. The Company is not currently engaged in any business operations. It is, however, in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities. |
Going Concern Uncertainties
Going Concern Uncertainties | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern Uncertainties | Note 2. Going Concern Uncertainties The Company has not generated any revenues, has an accumulated deficit of $761,099 as of May 31, 2019, and does not have positive cash flows from operating activities. The Company expects to incur additional losses as it continues to identify and develop new commercial opportunities. The Company will be subject to the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements. The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is adequate to fund operations for at least the next twelve months. | Note 2. Going Concern Uncertainties The Company has not generated any revenues, has an accumulated deficit of $738,004 as of August 31, 2018, and does not have positive cash flows from operating activities. The Company expects to incur additional losses as it continues to identify and develop new commercial opportunities. The Company will be subject to the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements. The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is adequate to fund operations for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim financial statements have been prepared in accordance with U.S. GAAP and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K for the year ended August 31, 2018. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of nine months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of the previous years ended August 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. Segment Reporting The Company’s business currently operates in one segment. Net Loss per Share The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share. Recently Issued Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. GAAP. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of August 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. See Note 6. Income Taxes. Segment Reporting The Company’s business currently operates in one segment. Net Loss per Share The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share. Recently Issued Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | Note 4. Net Loss Per Share During the nine months ended May 31, 2019 and May 31, 2018, the Company recorded a net loss. The Company does not have any potentially dilutive securities outstanding. Therefore, basic and diluted net loss per share is the same for those periods. | Note 4. Net Loss Per Share During the years ended August 31, 2018 and 2017, the Company recorded a net loss. The Company does not have any potentially dilutive securities outstanding. Therefore, basic and diluted net loss per share is the same for those periods. |
Note Payable to Shareholder
Note Payable to Shareholder | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Note Payable to Shareholder | Note 5. Note Payable to Shareholder On January 9, 2014, the Company issued a $70,000note payable to a shareholder of the Company. The note payable bears interest at an annual rate of 7%, which then increased to 10% after it was in default. Principal and accrued interest on the note payable were due on January 9, 2016, with a default annual rate of 10% interest after that date. The outstanding balance of principal and accrued interest may be prepaid without penalty. During the nine months ended May 31, 2019, the Company recorded an interest expense of $5,235 related to the note payable. As of May 31, 2019, the original principal balance of $70,000 on the note payable remained outstanding, with accrued interest of $33,541. The note payable was not repaid on January 9, 2016 and is thus in default as of the date of this filing. | Note 5. Note Payable to Shareholder On January 9, 2014, the Company issued a $70,000 note payable to a shareholder of the Company. The note payable bears interest at an annual rate of 7%, which then increased to 10% after it was in default. Principal and accrued interest on the note payable were due on January 9, 2016, with a default annual rate of 10% interest after that date. The outstanding balance of principal and accrued interest may be prepaid without penalty. During the years ended August 31, 2018 and August 31, 2017, the Company recorded an interest expense of $6,999, respectively, related to the note payable. As of August 31, 2018, the original principal balance of $70,000 on the note payable remained outstanding, with accrued interest of $28,306. The note payable was not repaid on January 9, 2016 and is thus in default as of the date of this filing. |
Related Party
Related Party | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party | Note 6. Related Party In October 2017 – February 28, 2019, the Company incurred a related party debt in the amount of $11,000 to an entity related to the legal custodian of the Company for professional fees . The debt is non-interest bearing. As of February 28, 2019, a balance of $7,200 remained outstanding. In February 28, 2018 – February 28, 2019, the Company issued a $34,954 in multiple notes payable to an entity related to the legal custodian of the Company for funds loaned. The notes payable bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. On May 8, 2018, $13,000 of the principal balance on notes payable was converted to common stock. As of February 28, 2019, $21,954 of the principal balance remained outstanding on the notes payable and $1,945 in accrued interest. In August 2018 – November 2018, the Company issued $15,956 in multiple notes payable to a legal custodian of the Company for funds loaned. The notes bear interest at an annual rate of 10% and are payable upon demand. As of February 28, 2019, $15,956 of the principal balance remained outstanding on the notes payable and $623 in accrued interest. | Note 6. Related Party In October 2017 – August 31, 2018, the Company incurred a related party debt in the amount of $10,000 to an entity related to the legal custodian of the Company for professional fees . As of August 31, 2018, a balance of $6,200 remained outstanding. In November 30, 2017 – August 31, 2018, the Company issued a $35,554 in multiple notes payable to an entity related to the legal custodian of the Company. The notes payable bear interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. On May 8, 2018, $13,000 of the principal balance on notes payable were converted to common stock. As of August 31, 2018, $22,554 of the principal balance remained outstanding on the note payable and $857. In March 2018 and May 2018, a legal custodian of the Company, funded the Company a $600 in advances. On August 31, 2018, this amount was reclassified as a note payable, that bears interest at an annual rate of 10% and is payable upon demand. As of August 31, 2018. $600 of the principal balance remained outstanding on the note payable and $0 in accrued interest. In connection with the above notes, the Company recognized a beneficial conversion feature of $27,954, representing the intrinsic value of the conversion features at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended August 31, 2018. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at May 31, 2019 and August 31, 2018 are as follows: May 31, 2019 August 31, Deferred tax assets: Net operating loss carryforwards $ 136,721 $ 131,871 Capitalized research and development ------- - Research and development credit carry forward 1,963 1,963 Total deferred tax assets 138,684 133,834 Less: valuation allowance (138,684 ) (133,834 ) Net deferred tax asset $ — $ — The net decrease in the valuation allowance for deferred tax assets was $4,850 for the nine months ended May 31, 2019. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. For federal income tax purposes, the Company has net U.S. operating loss carry forwards at May 31, 2019 available to offset future federal taxable income, if any, of $651,050, which will fully expire by the fiscal year ended August 31, 2035. Accordingly, there is no current tax expense for the nine months ended May 31, 2019 and May 31, 2018. In addition, the Company has research and development tax credit carry forwards of $1,963 at May 31, 2019, which are available to offset federal income taxes and fully expire by August 31, 2028. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The effects of state income taxes were insignificant for the nine months ended May 31, 2019 and May 31, 2018. The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% and 34%, respectively for the nine months ended May 31, 2019 and 2018. May 31, 2019 2018 Income tax benefit at statutory rate $ 4,850 1,394 Change in valuation allowance (4,850 ) (1,394 ) $ - $ - | Note 7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at August 31, 2018 and 2017 are as follows: Year Ended August 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 131,871 $ 174,156 Capitalized research and development — 998 Research and development credit carry forward 1,963 1,963 Total deferred tax assets 133,834 177,117 Less: valuation allowance (133,834 ) (177,117 ) Net deferred tax asset $ — $ — The net increase in the valuation allowance for deferred tax assets was $43,283 and $2,867 for the years ended August 31, 2018 and 2017. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. For federal income tax purposes, the Company has net U.S. operating loss carry forwards at August 31, 2018 available to offset future federal taxable income, if any, of $600,844, which will fully expire by the fiscal year ended August 31, 2038. Accordingly, there is no current tax expense for the years ended August 31, 2018 and 2017. In addition, the Company has research and development tax credit carry forwards of $1,963 at August 31, 2018, which are available to offset federal income taxes and fully expire by August 31, 2038 . The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The effects of state income taxes were insignificant for the years ended August 31, 2018 and 2017. The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 34% for the years ended August 31, 2018 and 2017: Year Ended August 31, 2018 2017 Income tax benefit at statutory rate $ 30,131 $ 2,867 Change in valuation allowance (30,131 ) (2,867 ) $ — $ — The fiscal years 2012 through 2018 remain open to examination by federal authorities and other jurisdictions in which the Company operates. On December 22, 2017, the Tax Cuts and Jobs Act was enacted. This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates. Upon enactment, the Company’s deferred tax asset and related valuation allowance decreased by $66,970 to $110,147. As the deferred tax asset is fully allowed for, this change in rates had no impact on the Company’s financial position or results of operations. |
Common Stock
Common Stock | 12 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Common Stock | Note 8. Common Stock There were 53,864,600 shares of Common Stock issued and outstanding as of August 31, 2017 . |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8. Subsequent Events On May 25, 2019, the Company is in the formative stages of developing a direct industrial hemp cultivation operation, a program to manage the cultivation of industrial hemp and a program to manufacture and market various types of hemp infused edibles and other products. The Company plans to strictly adhere to all rules and regulations of the 2018 Farm Bill and to strictly adhere to all state and local laws and regulations. On May 25, 2019, Mr. Arman Tabatabaei was appointed by the board of directors as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Tabatabaei is qualified to serve in these positions as a result of his extensive business experience and education and his additional experiences, as outlined below. On May 25, 2019, the Company announced Mr. Garry McHenry, who held the positions of President, Chief Executive Officer, Chief Financial Officer and Director, resigned from the board of directors. There were no disagreements with Mr. McHenry causing this action. On May 25, 2019, The Company announced Mr. Arman Tabatabaei (Age 37), was appointed to the board of directors and named as Chairman and CEO. Mr. Tabatabaei is a founder and Chairman of Cannabis Global, Inc. Mr. Tabatabaei has served as president of Pacific Pro Financial Services, Inc. for the last 5 years. Pacific Pro is a company that provides commercial and private lending services. With over 15 years of management and operations experience, he has earned a strong reputation for a numbers-based analytical approach to the management of organizations. An expert at data collection and analysis relative to resource management, risk forecasting and profit and loss management, he has made significant progress in revamping operations of several companies over the past five years. Most recently, Mr. Tabatabaei has consulted with Cannabis Strategic Ventures (OTCQB:NUGS) on various growth initiatives relative to both cannabis cultivation and the organization of new hemp-related retail operations. At Sugarmade, Inc., (OTCQB:SGMD) he has been instrumental in revamping various operations relative to the Company’s hydroponic growth supplies initiatives. On May 25, 2019, the Company announced Mr. Robert Hymers (Age 35), was elected to the board of directors. Mr. Hymers is a founder and Director of Cannabis Global. Inc. He has significant experience in the cannabis sector and as a financial executive and consultant. Mr. Hymers is the Managing Partner of Pinnacle Tax Services for the previous five years in Los Angeles and was previously Chief Financial Officer and Director of Marijuana Company of America, Inc. (OTC: MCOA) where he has served for the several years as well. He currently serves as a member of the Strategic Advisory Board at MassRoots, Inc., as a consultant for Cannabis Strategic Ventures, Inc. (OTC: NUGS) and Sugarmade Inc. (OTC: SGMD), with significant experience in matters concerning tax accounting, auditing, SEC reporting, mergers and acquisitions, and corporate finance. Mr. Hymers holds a Masters of Science in Taxation and a Bachelor’s of Science in Accountancy, in addition to a CPA license. Robert also has specific tax audit experience by way of employment at Ernst & Young (E&Y) where he worked in the firm’s core assurance practice performing audits of publicly and privately held companies, specifically in the real estate industry. Mr. Hymers subsequently transferred to the E&Y's tax practice, where he specialized in providing tax services to clients in the real estate industry. Mr. Hymers specializes in partnership taxation. In addition, He has a broad range of experience, including ASC 740 tax provision audits, FIN 48 compliance, REIT compliance, preparation of 1120, 1065, and 1120S returns, multi-state tax compliance and international tax consulting. He was also a member of E&Y’s National Tax Group (FSO) for several years, which services private equity firms, hedge funds and banks. Previously he was also the VP of Finance and Accounting of Everlert's wholly owned subsidiary, Totalpost Services, Inc., located in Monrovia, California and was CFO of Global Hemp Group, Inc. (OTCQB: GBHPF). On May 25, 2019, the Company announced Mr. Edward Manolos (Age 45), was elected to the board of directors. Mr. Manolos is one of the founders and Directors of Cannabis Global, Inc. and is an accomplished pioneer in California’s Medical Marijuana industry. In 2004, he opened the very first Medical Marijuana Dispensary in Los Angeles County under the name CMCA. He has managed and operated over thirty-five dispensaries from Los Angeles to San Jose including twenty in Los Angeles Pre-ICO/Proposition D. He is also credited with starting Los Angeles’ first Medical Marijuana farmers market referred to as “The California Heritage Farmer’s Market,” which attracted local and international media attention and was the first of its kind. He is currently a member of the board of directors of Marijuana Company of America (OTCQB: MCOA). In 2016, Mr. Manolos was appointed to the advisory board of Marijuana Company of America and Cannabis Strategic Ventures (OTCQB: NUGS) and was tasked with identifying and structuring strategic partnerships and driving product development. On May 25, 2019, the Company announced Dan Nguyen (Age 45), was elected as a director of the Company. Mr. Nguyen has been employed for the last 5 years with Thermalfishsher Scintefic, Inc. as an equipment product specialist. | Note 9. Subsequent Events In September 2018, the Company issued a $10,355 in additional notes payable to an entity related to the legal custodian of the Company. The notes payable bear interest at an annual rate of 10% and are payable on demand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying interim financial statements have been prepared in accordance with U.S. GAAP and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K for the year ended August 31, 2018. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted. | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. GAAP. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of nine months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits. | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of the previous years ended August 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of August 31, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. See Note 6. Income Taxes. |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment. | Segment Reporting The Company’s business currently operates in one segment. |
Net Loss per Share | Net Loss per Share The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share. | Net Loss per Share The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. | Recently Issued Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | Significant components of the Company’s deferred tax assets at May 31, 2019 and August 31, 2018 are as follows: May 31, 2019 August 31, Deferred tax assets: Net operating loss carryforwards $ 136,721 $ 131,871 Capitalized research and development ------- - Research and development credit carry forward 1,963 1,963 Total deferred tax assets 138,684 133,834 Less: valuation allowance (138,684 ) (133,834 ) Net deferred tax asset $ — $ — | Significant components of the Company’s deferred tax assets at August 31, 2018 and 2017 are as follows: Year Ended August 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 131,871 $ 174,156 Capitalized research and development — 998 Research and development credit carry forward 1,963 1,963 Total deferred tax assets 133,834 177,117 Less: valuation allowance (133,834 ) (177,117 ) Net deferred tax asset $ — $ — |
Income Tax Benefit | May 31, 2019 2018 Income tax benefit at statutory rate $ 4,850 1,394 Change in valuation allowance (4,850 ) (1,394 ) $ - $ - | The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 34% for the years ended August 31, 2018 and 2017: Year Ended August 31, 2018 2017 Income tax benefit at statutory rate $ 30,131 $ 2,867 Change in valuation allowance (30,131 ) (2,867 ) $ — $ — |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details Narrative) - USD ($) | May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated Deficit | $ (761,099) | $ (738,004) | $ (651,158) |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Note Payable | $ 70,000 | $ 70,000 | $ 70,000 |
Interest Rate | 7.00% | 7.00% | |
Default annual rate | 10.00% | 10.00% | |
Interest Expense | $ 5,235 | $ 35,810 | $ 6,999 |
Accrued interest | $ 33,541 | $ 28,306 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Accounts Payable - Related Party | $ 0 | $ 6,200 | $ 0 | ||
Proceeds from Note Payable - Related Party | 28,504 | $ 27,954 | 35,554 | 0 | |
Proceeds from Advances - Related Party | 0 | 600 | |||
Beneficial conversion feature | $ 0 | $ 27,954 | $ 27,954 | $ 0 | |
Legal Custodian [Member] | |||||
Related Party Transaction [Line Items] | |||||
Date issued | May 1, 2018 | ||||
Professional fees incurred, related party | $ 11,000 | ||||
Accounts Payable - Related Party | 7,200 | ||||
Note Payable - Related Party | $ 600 | ||||
Interest rate | 10.00% | ||||
Accrued Interest - Related Party | $ 0 | ||||
Proceeds from Advances - Related Party | 600 | ||||
Affiliated Entity1 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Professional fees incurred, related party | 10,000 | ||||
Accounts Payable - Related Party | 6,200 | ||||
Proceeds from Note Payable - Related Party | 34,954 | 35,554 | |||
Note Payable - Related Party | $ 21,954 | $ 22,554 | |||
Interest rate | 10.00% | 10.00% | |||
Convertible to common shares | $ 0.0001 | $ 0.0001 | |||
Common stock were issued in exchange for a debt conversion to related party, amount | $ 13,000 | $ 13,000 | |||
Accrued Interest - Related Party | 1,954 | 857 | |||
Beneficial conversion feature | $ 27,954 | ||||
AffiliatedEntity2Member | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from Note Payable - Related Party | 15,956 | ||||
Note Payable - Related Party | $ 15,956 | ||||
Interest rate | 10.00% | ||||
Accrued Interest - Related Party | $ 623 |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 136,721 | $ 131,871 | $ 174,156 |
Capitalized research and development | 0 | 0 | 998 |
Research and development credit carry forward | 1,963 | 1,963 | 1,963 |
Total deferred tax assets | 138,684 | 133,834 | 177,117 |
Less: valuation allowance | (138,684) | (133,834) | (177,117) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit at statutory rate | $ 4,850 | $ 1,394 | $ 30,131 | $ 2,867 |
Change in valuation allowance | (4,850) | (1,394) | (30,131) | (2,867) |
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Net operating loss carry forward | $ 651,050 | $ 600,844 | ||
Tax credit carry forward | $ 1,963 | $ 1,963 | ||
Expiration date | Aug. 31, 2035 | Aug. 31, 2038 | ||
Statutory income tax rate | 21.00% | 34.00% | 34.00% | 34.00% |
Deferred Tax Asset [Member] | ||||
Deferred tax asset valuation allowance | $ 4,850 | $ 43,283 | $ 2,867 | |
Deferred Tax Asset -Tax Cut [Member] | ||||
Deferred tax asset valuation allowance | $ (110,147) | $ (66,970) |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2018 | May 31, 2019 | Aug. 31, 2017 | |
Common stock, shares issued | 183,864,600 | 183,864,600 | 53,864,600 |
Common stock, shares outstanding | 183,864,600 | 183,864,600 | 53,864,600 |
Common Stock | |||
Common stock were issued in exchange for a debt conversion to related party, shares | 130,000,000 | ||
Common stock were issued in exchange for a debt conversion to related party, amount | $ 13,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Sep. 15, 2018USD ($) | |
Proceeds from Note Payable - Related Party | $ 10,355 |
Interest rate | 10.00% |