Cannabis Global (CBGL) 10-Q 3 Apr 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Feb. 29, 2020	Apr. 03, 2020
Document And Entity Information
Entity Registrant Name	MCTC Holdings, Inc.
Entity Central Index Key	0001413488
Document Type	10-Q
Document Period End Date	Feb. 29, 2020
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Fiscal Period Focus	Q2
Is Entity a Shell Company?	false
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	000-27039
Entity Common Stock, Shares Outstanding		15,843,128
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Document Fiscal Year Focus	2020
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Feb. 29, 2020	Aug. 31, 2019
Current Assets:
Cash	$ 157,015	$ 152,082
Accounts Receivable	5,000	0
Accounts Receivable - Related Party	5,003	0
Inventory	25,130	2,299
Total Current Assets	192,148	154,381
Machinery & Equipment- Net	15,177	13,248
Other Assets
Intangible Assets	612,400	0
Note Receivable	40,000	40,000
Rent Deposit	7,200	7,200
TOTAL ASSETS	866,925	214,829
Current Liabilities:
Accounts Payable	184,109	92,806
Accounts Payable - Related Party	0	1,139
Accrued Interest	5,782	0
Accrued Professional and Legal Expenses	0	5,885
Accrued R&D Expenses	0	6,250
Convertible Notes, Net of Debt Discount of $17,363 and $0, respectively	579,619	33,334
Derivative Liability	664,562	0
Note Payable - Related Party	35,500	14,000
Total Current Liabilities	1,469,572	153,414
Total Liabilities	1,469,572	153,414
Stockholder's Equity (Deficit
Preferred Stock, par value $0.001, 10,000,000 shares Authorized, 0 shares Issued and Outstanding at February 29, 2020 and August 31, 2019	0	0
Common Stock, par value $0.001, 290,000,000 shares Authorized, 12,524,307 shares Issued and Outstanding at August 31, 2019 and 15,093,126 at February 29, 2020	1,509	1,253
Additional Paid-In Capital	1,670,678	1,184,923
Shares to be issued	400	2,840
Accumulated Deficit	(2,275,234)	(1,127,601)
Total Stockholder's Equity (Deficit)	(602,647)	61,415
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)	$ 866,925	$ 214,829

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Feb. 29, 2020	Aug. 31, 2019
Statement of Financial Position [Abstract]
Convertible Notes, Debt Discount Current	$ 17,363	$ 0
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par or stated value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	290,000,000	290,000,000
Common stock, shares issued	15,093,126	12,524,307
Common stock, shares outstanding	15,093,126	12,524,307

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Revenues:
Products Sales	$ 0	$ 0	$ 5,003	$ 0
Consulting Revenue - Related Party	0	0	5,000	0
Total Revenue	0	0	10,003	0
Cost of Goods Sold	0	0	2,900	0
Gross Profit	0	0	7,103	0
Operating Expenses:
Advertising fees	14,262	0	15,694	0
Consulting services	67,662	0	103,545	0
Professional fees	133,159	2,354	282,114	14,854
General and administrative expense	195,832	2,328	383,355	4,589
Total Operating Expenses	410,915	4,682	784,708	19,443
Operating Loss	(410,915)	(4,682)	(777,605)	(19,443)
Other Income (Expense)
Interest expense	(522,203)	(2,661)	(553,453)	(5,183)
Changes in Fair Value of Derivative Liabilities	170,922	0	183,425	0
Total Other Income (Expense)	(351,281)	(2,661)	(370,028)	(5,183)
Net Loss	$ (762,196)	$ (7,343)	$ (1,147,633)	$ (24,626)
Basic & Diluted Loss per Common Share	$ (0.06)	$ 0	$ (0.03)	$ 0
Weighted Average Common Shares Outstanding	12,321,639	12,257,640	12,752,506	12,257,640

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Series A Preferred Stock	Common Stock	Common Stock To Be Issued	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Aug. 31, 2018		12,257,640
Beginning Balance, Value at Aug. 31, 2018		$ 1,226		$ 601,825	$ (738,004)	$ (134,953)
Net Loss					(17,283)	(17,283)
Ending Balance, Shares at Nov. 30, 2018		12,257,640
Ending Balance, Value at Nov. 30, 2018		$ 1,226		601,825	(755,287)	(152,236)
Beginning Balance, Shares at Aug. 31, 2018		12,257,640
Beginning Balance, Value at Aug. 31, 2018		$ 1,226		601,825	(738,004)	(134,953)
Net Loss						(24,626)
Ending Balance, Shares at Feb. 28, 2019		12,257,640
Ending Balance, Value at Feb. 28, 2019		$ 1,226		601,825	(762,630)	(159,579)
Beginning Balance, Shares at Nov. 30, 2018		12,257,640
Beginning Balance, Value at Nov. 30, 2018		$ 1,226		601,825	(755,287)	(152,236)
Net Loss					(7,343)	(7,343)
Ending Balance, Shares at Feb. 28, 2019		12,257,640
Ending Balance, Value at Feb. 28, 2019		$ 1,226		601,825	(762,630)	(159,579)
Beginning Balance, Shares at Aug. 31, 2019		12,524,307	1,893,333
Beginning Balance, Value at Aug. 31, 2019		$ 1,253	$ 189	1,187,574	(1,127,601)	61,415
Common stock issued for services rendered, Shares		1,893,333	(1,893,333)
Common stock issued for services rendered, Value		$ 189	$ (189)
Shares Issued for Services, Shares		23,333
Shares Issued for Services, Value		$ 2		20,881		20,883
Stock based compensation				95,670		95,670
Proceeds from common stock subscriptions, Shares		203,333
Proceeds from common stock subscriptions, Value		$ 20		74,980		75,000
Proceeds from common stock subscriptions - To be Issued, Shares			260,000
Proceeds from common stock subscriptions - To be Issued, Value			$ 26	64,974		65,000
Discount on convertible note, Value				20,000		20,000
Effects of Reverse stock-split, shares		188,822
Effects of Reverse stock-split, Value		$ 19		(19)
Net Loss					(385,437)	(385,437)
Ending Balance, Shares at Nov. 30, 2019		14,833,128	260,000
Ending Balance, Value at Nov. 30, 2019		$ 1,483	$ 26	1,464,060	(1,513,038)	(47,469)
Beginning Balance, Shares at Aug. 31, 2019		12,524,307	1,893,333
Beginning Balance, Value at Aug. 31, 2019		$ 1,253	$ 189	1,187,574	(1,127,601)	61,415
Net Loss						(1,147,633)
Ending Balance, Shares at Feb. 29, 2020		15,093,128	400,000
Ending Balance, Value at Feb. 29, 2020		$ 1,509	$ 400	1,670,678	(2,275,234)	(602,647)
Beginning Balance, Shares at Nov. 30, 2019		14,833,128	260,000
Beginning Balance, Value at Nov. 30, 2019		$ 1,483	$ 26	1,464,060	(1,513,038)	(47,469)
Common stock issued for services rendered, Value
Stock based compensation				94,618		94,618
Common stock issued in settlement of convertible notes payable and accrued interest, Shares			400,000
Common stock issued in settlement of convertible notes payable and accrued interest, Value			$ 400	112,000		112,400
Proceeds from common stock subscriptions - To be Issued, Shares		260,000	(260,000)
Proceeds from common stock subscriptions - To be Issued, Value		$ 26	$ (26)
Net Loss					(762,196)	(762,196)
Ending Balance, Shares at Feb. 29, 2020		15,093,128	400,000
Ending Balance, Value at Feb. 29, 2020		$ 1,509	$ 400	$ 1,670,678	$ (2,275,234)	$ (602,647)

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (1,147,633)	$ (24,626)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-Cash Interest Expense	547,671	0
Depreciation Expense	1,571	0
Stock Based Compensation	211,171	0
Changes in Fair Value of Derivative Liabilities	(183,425)	0
Changes In:
Accounts Receivable	(5,000)	0
Accounts Receivable - Related Party	(5,003)	0
Inventory	(22,831)	0
Accounts Payable	91,303	3,068
Accounts Payable - Related Party	(1,139)	1,000
Accrued Professional and Legal Expenses	(5,885)	0
Accrued R&D Expenses	(6,250)	0
Accrued Interest	5,782	3,471
Accrued Interest - Related Party	0	1,711
Net Cash Used in Operating Activities	(519,668)	(15,376)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Machinery & Equipment	(3,500)	0
Net Cash Provided by Investing Activities	(3,500)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock	140,000	0
Proceeds from Convertible Debentures	388,101	0
Proceeds from Note Payable - Related Party	0	15,356
Net Cash Provided by Financing Activities	528,101	15,356
Net (Decrease) Increase in Cash	4,933	(20)
Cash at Beginning of Period	152,082	4,652
Cash at End of Period	157,015	4,632
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for: Interest	0	0
Cash paid during the year for: Franchise Taxes	0	0
Shares to be issued and loan incurred for acquisition of intangible assets	$ 612,400	$ 0

Organization and Description of

Organization and Description of Business	6 Months Ended
	Feb. 29, 2020
Accounting Policies [Abstract]
Organization and Description of Business	Note 1. Organization and Description of Business Cannabis Global, Inc., formerly known as MCTC Holdings, Inc., is located at 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071. Our telephone number is (310) 986-4929 and our website is accessible at www.cannabisglobalinc.com. Our shares of Common Stock are quoted on the OTC Markets Pink Tier, operated by OTC Markets Group, Inc., under the ticker symbol “MCTC.” We are a research and development company focused on cannabinoid research. Our aim is to create and commercialize proprietary engineered technologies to deliver hemp extracts and cannabinoids to the human body. We are achieving this goal by way of the introduction to the industry of new hemp and hemp extract infusion technologies, and via the introduction of new consumer products based on these technologies. Our R&D programs included the following; 1. Development of new routes and vehicles for hemp extract and cannabinoid delivery to the human body. 2. Production of unique polymeric nanoparticles and fibers for use in oral and dermal cannabinoid delivery. 3. Research and commercialization of new methodologies to isolate and/or concentrate various cannabinoids and other substances that comprise industrial hemp oil and other extracts. 4. Establishment of new methods to increase the bioavailability of cannabinoids to the human body utilizing nanoparticles and other proven bioenhancers, including naturally occurring glycosides, unique infusions with other food stuffs, and d-α-Tocopherol polyethylene glycol 1000 succinate (TPGS), which is widely used as a water-soluble vitamin E formulation. 5. Development of other novel inventions for the delivery of cannabinoids to the human body, which at this time are considered trade secrets by the Company. On February 16, 2020, the Company acquired Lelantos Biotech, Inc., which was involved in various aspects of research and development in areas that were of interest to MCTC. Lelantos was a recently created corporation and had assets consisting only of intellectual property in the form of trade secrets relative to cannabinoid delivery systems, had no liabilities and no other business operations. The parties to the acquisition agreement were the Company, Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”), Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). There is no material relationship between the Registrant or its affiliates and Lelantos, Helen M., East West, New Horizons, or any of their respective affiliates, other than in respect of the material definitive agreement. The terms and conditions of the agreement require the Company to issue 400,000 shares of its common stock to Lelantos, and separately, an aggregate of $500,000 in the form of notes payable as follows: $225,000 to Helen M.; $50,000 to East West, $225,000 to New Horizons. On August 9, 2019, our board of directors determined the Company no longer meets the definition of a Shell Company as defined in Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter), which defines a Shell Company as one that has: 1) No or nominal operations; and 2) Either: (i) No or nominal assets; (ii) Assets consisting solely of cash and cash equivalents; or (iii) Assets consisting of any amounts of cash and cash equivalents and nominal other assets. By way of the Company: 1) beginning business activities and operations, 2) hiring its CEO, 3) appointing a highly experienced board of directors, 4) retaining consultants, 5) signing two property leases, 6) approval of budgets and business plans for several initiatives, 7) production of product samples, 8) sales initiatives to prospective customers, and other related business activities, the board of directors believes such activities are qualified as non-nominal operations and therefore the board of directors declared its believe the Company is no longer defined by Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter). On August 9, 2019, the Company filed a DBA in California registering the operating name Cannabis Global. On July 1, 2019, the Company acquired Action Nutraceuticals, Inc., a company owned by our current CEO, Arman Tabatabaei. The transaction value was nominal, at only One Thousand Dollars ($1,000). Therefore, the Company believes its acquisition of Action Nutraceuticals, Inc. is not an acquisition of a significant amount of assets, or a transaction defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, that would require specific disclosures under the section cited. Regardless, the Company will disclose the transaction pursuant to 17 CFR § 229.404 - (Item 404) “Transactions with Related Persons, Promoters and Certain Control Persons.” No intellectual property, patents or trademarks were acquired in the transaction. On July 1, 2019, the Company entered into a 100% business acquisition with Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei. The value of the transaction value was nominal, at only One Thousand Dollars ($1,000) thus, the Company believes the business acquisition of Action Nutraceuticals, Inc. is transaction NOT defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons that would require specific disclosure under the section cited. Regardless, of the requirements of 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, the Company makes this disclosure. 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. On May 25, 2019, Lauderdale Holdings, LLC, a Florida limited liability company, in which former Chief Executive Officer, Garry McHenry maintains a controlling interest, sold 8,666,667 common shares of MCTC Holdings, Inc., representing approximately 70.7% of the 12,257,640 issued and outstanding shares to Messrs. Robert Hymers, Edward Manolos and Dan Nguyen, all of whom were previously unaffiliated parties. Each purchased 2,888,889 common shares for $108,333.33 each or an aggregate of $325,000, utilizing personal funds. This series of transactions constitute a change in control of the Company. The assets and liabilities of MicroChannel Corp. were spun out to Lauderdale Holdings, LLC as part of the change in control. On April 4, 2005, MultiChannel changed its name to MicroChannel Technologies Corporation. The Company’s original name was MultiChannel Technologies Corporation (“MultiChannel”) which was incorporated on February 28, 2005 under the laws of the State of Nevada (U.S.A.) and was originally formed as a wholly-owned subsidiary of Octillion Corp. (“Octillion”). Octillion (a Canadian company was trading in the OTC Markets under the symbol “OCTL”). At the time of Octillion’s existence, Octillion was a development stage technology company focused on the identificati0n, acquisition and development of emerging solar energy and solar related technologies and products. On January 14, 2009, Octillion Corp. (Symbol: OCTL), the parent company of MicroChannel announced that it had changed its name to New Energy Technologies, Inc. (Symbol: NENE) (“New Energy”). The name change became effective on the Over-the-Counter Bulletin Board at the opening of trading on January 14, 2009. On June 24, 2008, MicroChannel announced that it initiated trading of its stocks on the OTC Bulletin Board under the stock symbol “MCTC”. On August 22, 2007, by corporate action taken by MicroChannel’s executive team and board members, the company amended its Articles of Incorporation to increase its authorized capital stock to 300,000,000 million shares of common stock, $0.0001 par value per share. As of September 25, 2007, there were 1,000,000 shares of common stock were issued and outstanding; there were no preferred shares issued and outstanding. The directors and sole shareholder have approved a forward split of their issued and outstanding shares of common stock on the basis of 538,646 for 1 for the purpose of effecting the distribution.

Going Concern Uncertainties

Going Concern Uncertainties	6 Months Ended
	Feb. 29, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainties	Note 2. Going Concern Uncertainties During recent financial reporting periods, the Company began reporting revenue and has been active in reorganizing its business operations, these revenues being generated are nominal. The Company has an accumulated deficit of $2,275,234 as of February 29, 2020, and does not have positive cash flows from operating activities. Furthermore, as shown in the accompanying financial statements for six months ended February 29, 2020, the Company had a net loss of $1,147,633 and used cash in operations of $519,668. The Company expects to incur additional losses as it executes its business strategy in the cannabinoid marketplace. 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 obtain necessary funding from outside sources and through the sales of Company shares. 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 not adequate to fund operations for the next twelve months. Management of the Company is estimating approximately $1,000,000 will be required over the next twelve months to fully execute its business strategy. These can be no assurance the Company will be able to obtain such funds.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Feb. 29, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in those statements. We have made our best estimates of certain amounts contained in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. However, application of our accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties, and, as a result, actual results could differ materially from these estimates. Management believes that the estimates, assumptions, and judgments involved in the accounting policies described below have the most significant impact on our consolidated financial statements. We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Action Nutraceuticals, Inc. and Aidan & Co, Inc. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution. Inventory Inventory is primarily comprised of work in progress. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of February 29, 2020, and February 28, 2019, market values of all of our inventory were at cost, and accordingly, no such valuation allowance was recognized. Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which we have not yet taken title. When we take title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below). There were no deposits as of February 29, 2020 or February 28, 2019. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period. Accounts Receivable Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and, based on a method of specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that we collect retainers from our clients prior to performing significant services. The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of February 29, 2020, and February 28, 2019, we had $0 and $0 allowance for doubtful accounts, respectively. Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service and is recognized over the estimated useful life. Property and equipment are reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. We have not recorded any impairment charges related to long-lived assets during the quarter ended February 29, 2020 and February 28, 2019. Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606. In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, and collectability is reasonably assured. Generally, we drop-ship orders to our clients with shipping-point or destination terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. Costs of Revenues Our policy is to recognize the costs of revenue in the same manner in conjunction with revenue recognition. Costs of revenues include the costs directly attributable to revenue recognition and include compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred. Stock-Based Compensation Restricted shares are awarded to employees and entitle the grantee to receive shares of restricted common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date. Stock-based compensation during the quarterly reporting period ended February 29, 2020 was $94,618. Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the quarterly reporting periods ending February 28, 2019, and February 29, 2020, we incurred no income taxes and had no liabilities related to federal or state income taxes. Loss Contingencies From time to time the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities. Net Income (Loss) Per Common Share We report net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Feb. 29, 2020
Earnings Per Share [Abstract]
Net Loss Per Share	Note 4. Net Loss Per Share During the three-month quarterly reporting period ending February 29, 2020, the Company recorded a net loss of $762,196, which equals a loss of $0.06 on a weighted average common shares outstanding basis of 12,321,639 common shares. On a fully diluted basis of 15, 270,766 common shares, net loss per share was $0.05. Net loss per share during the three-month quarterly reporting period ending February 28, 2019 was $0.03 for both basic and fully diluted shares. The increase in the net loss per share for the three-month quarterly reporting period ending February 29, 2020 was primarily a result of increased operating expenses as the Company reorganized and due to increased interest expenses.

Notes Receivable - Related Part

Notes Receivable - Related Party	6 Months Ended
	Feb. 29, 2020
Notes to Financial Statements
Notes Receivable - Related Party	Note 5. – Notes Receivable – Related Party On May 25, 2019, the Company issued two notes payable to Company directors Edward Manolos and Dan Nguyen, each in the amount of $16,666,67. The notes, which do not have a defined due date, outline a 5% per annum interest rate. These notes are additionally described herein in Footnote 5- Notes Receivable, Related Party and in the footnote outlining Related Party Transactions. These notes are additionally described herein in Footnote 6- Notes to Shareholders, Related Party and in the footnote outlining Related Party Transactions. Because of Mr. Manolos’ and Mr. Nguyen’s associations as directors, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, which would require specific disclosures under the section cited. On July 9, 2019, the Company, through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated with Director Edward Manolos, $20,000 to engage in an exploratory research project. An additional $20,000 was supplied to Split Tee on August 23, 2019. The loans carry interest at the rate of 10% per annum and are due in one year for issuance. In addition, The Company, via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee. Because of Mr. Manolos’ association as a director, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, which would require specific disclosures under the section cited.

Intangible Assets

Intangible Assets	6 Months Ended
	Feb. 29, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6. Intangible Assets On February 12, 2020, the Company issued three Sellers Acquisition promissory notes having an aggregate principal amount of $500,000 pursuant to an Acquisition Agreement to acquire Lelantos Biotech. The terms and conditions of the agreement require the Company to issue 400,000 shares of its common stock to Lelantos, and separately, an aggregate of $500,000 in the form of notes payable as follows: $225,000 to Helen M.; $50,000 to East West, $225,000 to New Horizons. The total purchase price of Lelantos was $612,400 and the sole assets of Lelantos are its patents. In addition to the $500,000 owed via the three convertible notes, the Company will issue 400,000 common shares with a value of $112,400 bringing the total acquisition value to $612,400.

Note Payable to Shareholder

Note Payable to Shareholder	6 Months Ended
	Feb. 29, 2020
Debt Disclosure [Abstract]
Note Payable to Shareholder	Note 7. Note Payable to Shareholders On May 25, 2019, the Company issued two notes payable to Company directors Edward Manolos and Dan Nguyen, each in the amount of $16,666,67. The notes, which do not have a defined due date, outline a 5% per annum interest rate. These notes are additionally described herein in Footnote 5- Notes Payable, Related Party and in the footnote outlining Related Party Transactions. Because of Mr. Manolos’ and Mr. Nguyen’s associations as directors, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, which would require specific disclosures under the section cited.

Related Party

Related Party	6 Months Ended
	Feb. 29, 2020
Related Party
Related Party	Note 8. 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, this balance was forgiven and was included as part of the $168,048 Cancellation of Debt Income on the Statement of Operations. 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. The remaining principal balance was forgiven and included as Cancellation of Debt Income on the Income Statement for the year ended August 31, 2019. In March 2018 and May 2018, a legal custodian of the Company funded the Company $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. 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. On May 25, 2019, the Company issued two notes payable to Company directors Edward Manolos and Dan Nguyen for loans made to the Company, each in the amount of $16,666,67 for a total balance of $33,334. The notes bear interest at 5% per annum and do not have a fixed payment schedule or maturity date. These notes are additionally described herein in Footnote 6 - Notes Payable. On July 9, 2019, the Company, through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated with Director Edward Manolos, $20,000 to engage in an exploratory research project. An additional $20,000 was supplied to Split Tee on August 23, 2019. The loans carry interest at the rate of 10% per annum and are due in one year for issuance. In addition, The Company, via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee. Because of Mr. Manolos’ association as a director, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters and certain control persons, which would require specific disclosures under the section cited.

Income Taxes

Income Taxes	6 Months Ended
	Feb. 29, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 9. 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 30, 2019 and February 29, 2020, are as follows: February 29, 2020 August 30, Deferred tax assets: Net operating loss carryforwards $ 455,584 $ 212,618 Capitalized research and development ------- - Research and development credit carry forward 1,963 1,963 Total deferred tax assets 453,621 214,581 Less: valuation allowance (453,621 ) (214,581 ) Net deferred tax asset $ — $ — The net increase in the valuation allowance for deferred tax assets was $239,040 for the six months ended February 29, 2020. 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 February 29, 2020 available to offset future federal taxable income, if any, of $3,629,505 which will fully expire by the fiscal year ended August 31, 2039. Accordingly, there is no current tax expense for the six months ended February 29, 2020. In addition, the Company has research and development tax credit carry forwards of $1,923 at February 29, 2020, which are available to offset federal income taxes and fully expire by November 30, 2039. 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 six months ended February 29, 2020 and February 28, 2019.

Note Payable

Note Payable	6 Months Ended
	Feb. 29, 2020
Note Payable
Note Payable	Note 10. Note Payable On February 12, 2020, the Company issued three Sellers Acquisition promissory notes having an aggregate principal amount of $500,000 pursuant to an Acquisition Agreement to acquire Lelantos Biotech. The notes mature May 31, 2020; $450,000 (two tranches of $225,000) and $50,000 of the notes bear interest at the rate of 8% and 5% per annum, respectively. In the event, the notes are not paid within the Cash Repayment Period (prior to the Maturity Date), the notes specify the holder shall have two options for repayment including: [a] an Alternative Payment Stake Option equal to a 6.75%, 6.75% and 1.5% (or a pro-rated amount if the debt has been partially paid) fully diluted ownership position in the Company after August 4, 2020, August 12, 2020 and August 30, 2020, respectively; or [b] a Buy Out Option, anytime after the note has been outstanding for at least one year, equal to the total outstanding shares of the Company on the day of election, times 6.75%, 6.75% and 1.5%, respectively, times the average closing price of the Company’s common stock over the preceding 30 trading days, times 40% (due and payable within 90 days). Anti-dilution rights are provided for five years on the Sellers Acquisition notes and for 182 days after conversion to an Alternative Payment Stake. The notes include a Leak Out provision, should the Alternative Payment Stake option be elected, whereby no more than 30% of the holdings may be sold during the first 30 days after clearance for trading and no more than 25% of the remaining shares sold during any subsequent 30-day period. The notes are secured by a Security Agreement, require common shares to be reserved, are transferrable and are Senior to other debt of the Company. As of February 29, 2020, the carrying value of the notes was $500,000 and accrued interest payable was $1,792. On February 12, 2020, the Company entered into an Independent Consulting Agreement with a consultant to provide services from February 12, 2020 through December 14, 2020 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company issued to the consultant a Compensation promissory note having a principal amount of $100,000 for the Deferred Compensation portion of the Consulting Agreement. The note matures August 4, 2020 and bears interest at the rate of 8% per annum. In the event, the note is not paid within the Cash Repayment Period (prior to the Maturity Date), the note specifies the holder shall have two options for repayment including: [a] an Alternative Payment Stake Option equal to a 8.5% (or a pro-rated amount if the debt has been partially paid) fully diluted ownership position in the Company after August 4, 2020; or [b] a Buy Out Option, anytime after the note has been outstanding for at least one year, equal to the total outstanding shares of the Company on the day of election, times 8.5% times the average closing price of the Company’s common stock over the preceding 30 trading days, times 40% (due and payable within 90 days). Anti-dilution rights are provided for five years on the Compensation note and for 182 days after conversion to an Alternative Payment Stake. The note includes a Leak Out provision, should the Alternative Payment Stake option be elected, whereby no more than 30% of the holdings may be sold during the first 30 days after clearance for trading and no more than 25% of the remaining shares sold during any subsequent 30-day period. The note is secured by a Security Agreement, requires common shares to be reserved, is transferrable and is Senior to other debt of the Company. As of February 29, 2020, the carrying value of the notes was $100,000 and accrued interest payable was $373.

Convertible Note Payable

Convertible Note Payable	6 Months Ended
	Feb. 29, 2020
Notes to Financial Statements
Convertible Note Payable	Note 11. Convertible Notes Payable On November 6, 2019, the Company issued a convertible promissory note in the principal amount of $20,000 along with 26,667 three-year warrants exercisable at $3.50 per share in exchange for proceeds of $20,000. The note matures May 6, 2020 and bears interest at the rate of 7% per annum, payable at maturity. Commencing thirty (30) days following the issuance date, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a conversion price equal to the lower of (i) $0.75 per share; or (ii) 80% of the average of the previous twenty (20) trading day closing prices of the Company’s common stock, subject to adjustment. As a result of the issuance of the warrants as well as the beneficial conversion feature, upon issuance, the Company recognized total debt discount of $20,000, which is being amortized to interest expense over the term of the note. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of February 29, 2020, the carrying value of the note was $12,637, net of debt discount of $7,363 and accrued interest payable was $441. During the three months ended February 29, 2020, the Company issued four convertible promissory notes having an aggregate principal amount of $256,500, aggregate original issue discount (OID) of $10,500, and aggregate legal fees of $11,000, resulting in aggregate net proceeds to the Company of $235,000. The notes mature in one year from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. Commencing one hundred eighty (180) days following the issuance date of $198,750 of the notes and commencing immediately following the issuance of $57,750 of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion prices ranging from 50% - 60% of the lowest previous fifteen (15) to twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $256,500, which is being amortized to interest expense over the term of the notes. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of February 29, 2020, the carrying value of the notes was $27,419, net of debt discount of $229,081 and accrued interest was $2,749. Related Parties During the six months ended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $133,101 in exchange for accrued expenses owed to related parties, of which $79,333 is payable to the Company’s Chief Executive Officer and $53,768 is payable to the Company’s Chief Financial Officer. The notes mature two years from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. The noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a variable conversion price of 50% of the average of the previous twenty (20) trading day closing prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $133,101, which is being amortized to interest expense over the term of the notes. As of February 29, 2020, the carrying value of the notes was $2,163, net of debt discount of $130,938 and accrued interest was $427.

Derivative Liability and Fair V

Derivative Liability and Fair Value Measurements	6 Months Ended
	Feb. 29, 2020
Notes to Financial Statements
Derivative Liability and Fair Value Measurements	Note 12. Derivative Liability and Far Value Measurement Upon the issuance of certain convertible notes payable, the Company determined that the features associated with the embedded conversion option embedded in the notes payable should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. At the issuance date of the convertible notes payable, the Company estimated the fair value of the embedded derivatives of $847,987 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 391.42% to 398.53%, (3) weighted average risk-free interest rate of 0.86 to 1.60%, (4) expected life of one to three years and (5) estimated fair value of the Company’s common stock of $0.23 to $1.07 per share. On February 29, 2020, the Company estimated the fair value of the embedded derivatives of $664,562 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 389.74%, (3) weighted average risk-free interest rate of 0.86% to 1.37%, (4) expected life of 0.18 to 2.00 years, and (5) estimated fair value of the Company’s common stock of $0.23 per share. The Company adopted the provisions of ASC 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: · Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; · Level 2 — Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and · Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of February 29, 2020, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of February 29, 2020 and August 31, 2019: February 29, Quoted Significant Significant Derivative liability $ 664,562 $ - $ - $ 664,562 August 31, Quoted Significant Significant Derivative liability $ - $ - $ - $ - The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the six months ended February 29, 2020: Balance, August 31, 2019 $ - Transfers in due to issuance of convertible promissory notes 847,987 Transfers out due to conversions of convertible promissory notes - Mark to market to February 29, 2020 (183,425) Balance, February 29, 2020 $ 664,562 Gain on change in derivative liability for the six months ended February 29, 2020 $ 183,425 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

Preferred Shares

Preferred Shares	6 Months Ended
	Feb. 29, 2020
Notes to Financial Statements
Preferred Shares	Note 13. Preferred Shares On December 16, 2019, the Corporation authorized ten million (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Company ("Preferred Stock") in one or more series, and expressly authorized the Board of Directors of the Company (the "Board"), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series. On this date, the Board of Directors authorized the designation of eight million (8,000,000) preferred shares as “Series A Preferred Stock.” The Series A Preferred Stock is not convertible into any other form of Securities, including common shares, of the Company. Holders of Series A Preferred Stock On December 16, 2019, the Corporation authorized ten million (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Company ("Preferred Stock") in one or more series, and expressly authorized the Board of Directors of the Company (the "Board"), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series. On this date, the Board of Directors authorized the designation of eight million (8,000,000) preferred shares as “Series A Preferred Stock.” The Series A Preferred Stock is not convertible into any other form of Securities, including common shares, of the Company. Holders of Series A Preferred Stock

Subsequent Events

Subsequent Events	6 Months Ended
	Feb. 29, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 14. Subsequent Events On March 24, 2020, the Company received notice of allowance for its trade mark applications for Gummies You Can Feel ™ . The trademark numbers is U.S. Trademark SN 88590925: GUMMIES YOU CAN FEEL: Docket/Reference No. MCTC-201. On March 19, 2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $150,000. The note, which is payable one year after issuance, carries interest at 10% per annum. On March 19, 2020, the Company received its first disbursement under this agreement in the amount of $50,000. Less an original discount and other certain fees, the Company netted $43,000. The note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion. Additionally, the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amount that would result in the beneficial ownership of more than 4.99% of the Company outstanding common stock. On March 30, 2020, the Company filed Articles of Incorporation for Cannabis Global, Inc. in the State of Nevada. Concurrently, the Company filed Articles of Domestication in the State of Nevada and Articles of Conversion in the State of Delaware, to effectively change its domicile from Delaware to Nevada, effective March 30, 2020, and to begin operations as of that date as Cannabis Global, Inc., a Nevada Corporation. The Company intends to file a Notice of Corporate Action with FINRA to formally change its name and trading symbol.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Feb. 29, 2020
Accounting Policies [Abstract]
Derivative Instruments	Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Consolidation	Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Action Nutraceuticals, Inc. and Aidan & Co, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.
Inventory	Inventory Inventory is primarily comprised of work in progress. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of February 29, 2020, and February 28, 2019, market values of all of our inventory were at cost, and accordingly, no such valuation allowance was recognized.
Deposits	Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which we have not yet taken title. When we take title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below). There were no deposits as of February 29, 2020 or February 28, 2019.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.
Accounts Receivable	Accounts Receivable Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and, based on a method of specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that we collect retainers from our clients prior to performing significant services. The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of February 29, 2020, and February 28, 2019, we had $0 and $0 allowance for doubtful accounts, respectively.
Property and Equipment, net	Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service and is recognized over the estimated useful life. Property and equipment are reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.”
Accounting for the Impairment of Long-Lived Assets	Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. We have not recorded any impairment charges related to long-lived assets during the quarter ended February 29, 2020 and February 28, 2019.
Beneficial Conversion Feature	Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options
Revenue Recognition	Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606. In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment.
Product Sales	Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, and collectability is reasonably assured. Generally, we drop-ship orders to our clients with shipping-point or destination terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606.
Costs of Revenues	Costs of Revenues Our policy is to recognize the costs of revenue in the same manner in conjunction with revenue recognition. Costs of revenues include the costs directly attributable to revenue recognition and include compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.
Stock-Based Compensation	Stock-Based Compensation Restricted shares are awarded to employees and entitle the grantee to receive shares of restricted common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date. Stock-based compensation during the quarterly reporting period ended February 29, 2020 was $94,618.
Income Taxes	Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the quarterly reporting periods ending February 28, 2019, and February 29, 2020, we incurred no income taxes and had no liabilities related to federal or state income taxes.
Loss Contingencies	Loss Contingencies From time to time the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share We report net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Feb. 29, 2020
Income Tax Disclosure [Abstract]
Deferred income taxes	Significant components of the Company’s deferred tax assets at August 30, 2019 and February 29, 2020, are as follows: February 29, 2020 August 30, Deferred tax assets: Net operating loss carryforwards $ 455,584 $ 212,618 Capitalized research and development ------- - Research and development credit carry forward 1,963 1,963 Total deferred tax assets 453,621 214,581 Less: valuation allowance (453,621 ) (214,581 ) Net deferred tax asset $ — $ —

Derivative Liability and Fair_2

Derivative Liability and Fair Value Measurements (Tables)	6 Months Ended
	Feb. 29, 2020
Notes to Financial Statements
Fair Value, Assets Measured on Recurring Basis	Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of February 29, 2020 and August 31, 2019: February 29, Quoted Significant Significant Derivative liability $ 664,562 $ - $ - $ 664,562 August 31, Quoted Significant Significant Derivative liability $ - $ - $ - $ -
Summary of changes in fair value of Level 3 financial liabilities	The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the six months ended February 29, 2020: Balance, August 31, 2019 $ - Transfers in due to issuance of convertible promissory notes 847,987 Transfers out due to conversions of convertible promissory notes - Mark to market to February 29, 2020 (183,425) Balance, February 29, 2020 $ 664,562 Gain on change in derivative liability for the six months ended February 29, 2020 $ 183,425

Organization and Description _2

Organization and Description of Business (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Feb. 16, 2020	May 25, 2019	Sep. 25, 2007	Feb. 29, 2020	Nov. 30, 2019	Aug. 31, 2019	Aug. 22, 2007
Common stock, par or stated value per share (in dollars per share)				$ 0.001		$ 0.001	$ 0.0001
Common stock, shares authorized				290,000,000		290,000,000	300,000,000,000,000
Common stock, shares issued			1,000,000	15,093,126		12,524,307
Common stock, shares outstanding			1,000,000	15,093,126		12,524,307
Preferred stock, shares issued			0	0		0
Preferred stock, shares outstanding			0	0		0
Forward split			538,646 for 1
Controlling interest description		Lauderdale Holdings, LLC, a Florida limited liabiblity company, in which former Chief Executive Officer, Garry McHenry maintains a controlling interest, sold 8,666,667 common shares of MCTC Holdings, Inc., representing approximately 70.7% of the 12,257,640 issued and outstanding shares to Messrs. Robert Hymers, Edward Manolos and Dan Nguyen, all of whom were previously unaffiliated parties. Each purchased 2,888,889 common shares for $108,333.33 each or an aggregate of $325,000, utilizing personal funds. This series of transactions constitute a change in control of the Company. The assets and liabilities of MicroChannel Corp. were spun out to Lauderdale Holdings, LLC as part of the change in control.
Stock issued for research and development, value
Lelantos
Stock issued for research and development, shares	400,000
Stock issued for research and development, value	$ 500,000

Going Concern Uncertainties (De

Going Concern Uncertainties (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Feb. 29, 2020	Nov. 30, 2019	Feb. 28, 2019	Nov. 30, 2018	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated Deficit	$ (2,275,234)				$ (2,275,234)		$ (1,127,601)
Net Loss	$ (762,196)	$ (385,437)	$ (7,343)	$ (17,283)	(1,147,633)	$ (24,626)
Net Cash Used in Operating Activities					$ (519,668)	$ (15,376)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Accounting Policies [Abstract]
Deposits	$ 0	$ 0
Allowance for doubtful accounts	0	0
Impairment charges	0	0
Stock-based compensation	0	0
Income taxes	$ 0	$ 0

Net Loss Per Share (Details Nar

Net Loss Per Share (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Feb. 29, 2020	Nov. 30, 2019	Feb. 28, 2019	Nov. 30, 2018	Feb. 29, 2020	Feb. 28, 2019
Earnings Per Share [Abstract]
Net loss	$ (762,196)	$ (385,437)	$ (7,343)	$ (17,283)	$ (1,147,633)	$ (24,626)
Basic basis per common share	$ (0.06)		$ (0.03)
Weighted average common shares outstanding basic	12,321,639		12,257,640		12,752,506	12,257,640
Diluted basis per common share	$ (0.05)		$ (0.03)
Weighted average common shares outstanding	15,270,766

Notes Receivable - Related Pa_2

Notes Receivable - Related Party (Details Narrative) - USD ($)	Jul. 09, 2019	Aug. 23, 2019	May 25, 2019
Edward Manolos
Note Payable			$ 1,666,667
Interest Rate			5.00%
Dan Nguyen
Note Payable			$ 1,666,667
Interest Rate			5.00%
Split Tee
Notes Receivable	$ 20,000	$ 20,000
Interest rate	10.00%
Consulting fee	$ 5,000

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 16, 2020	Feb. 29, 2020	Nov. 30, 2019
Stock issued for research and development, value
Lelantos
Stock issued for research and development, shares	400,000
Stock issued for research and development, value	$ 500,000
Purchase Price	612,400
Convertible debts	500,000
Acquisition value	$ 612,400
Stock Issued During Period, Shares, Acquisitions	400,000
Stock Issued During Period, Value, Acquisitions	$ 112,400

Note Payable to Shareholder (De

Note Payable to Shareholder (Details Narrative)	May 25, 2019USD ($)
Edward Manolos
Note Payable	$ 1,666,667
Interest Rate	5.00%
Dan Nguyen
Note Payable	$ 1,666,667
Interest Rate	5.00%

Related Party (Details Narrativ

Related Party (Details Narrative) - USD ($)	Jul. 09, 2019	May 08, 2018	May 31, 2018	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2018	Aug. 31, 2019	Aug. 23, 2019	May 25, 2019
Notes Payable, Related Party				$ 35,500			$ 14,000
Gain on Debt Cancellation				168,048
Accrued interest				$ 5,782			$ 0
Beneficial conversion feature					$ 27,954
Split Tee
Notes Receivable	$ 20,000							$ 20,000
Interest rate	10.00%
Consulting fee	$ 5,000
Legal Custodian
Notes Payable, Related Party						$ 10,000
Legal Custodian One
Notes Payable, Related Party						$ 35,554
Interest rate						10.00%
Conversion Price						$ 0.0001
Conversion of Stock, Amount Converted		$ 13,000
Legal Custodian Two
Notes Payable, Related Party						$ 600
Interest rate			10.00%
Advances			$ 600
Accrued interest						$ 0
Dan Nguyen
Note Payable									$ 1,666,667
Interest Rate									5.00%
Edward Manolos
Note Payable									$ 1,666,667
Interest Rate									5.00%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Feb. 29, 2020	Aug. 31, 2019
Deferred tax assets:
Net operating loss carryforward	$ 455,584	$ 212,618
Capitalized research and development	0	0
Research and development credit carry forward	1,963	1,963
Total deferred tax assets	453,621	214,581
Less: valuation allowance	(453,621)	(214,581)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	6 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019
Income Tax Disclosure [Abstract]
Net increase in the valuation allowance of deferred tax assets	$ 239,040
Operating loss carry forwards	$ 3,629,505
Operating Loss Carryforwards, Expiration Date	Aug. 31, 2039
Current tax expense	$ 0	$ 0
Research and development credit carry forward	$ 1,963		$ 1,963

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Feb. 12, 2020	Feb. 29, 2020	Aug. 31, 2019
Accrued interest payable		$ 5,782	$ 0
Sellers Acquisition Promissory Notes
Principal amount	$ 500,000
Interest rate	8.00%
Maturity date	May 31, 2020
Carrying value		500,000
Accrued interest payable		1,792
Compensation Promissory Note | Consulting Agreement | Consultant
Principal amount	$ 100,000
Interest rate	8.00%
Maturity date	Aug. 4, 2020
Carrying value		100,000
Accrued interest payable		$ 373

Convertible Note Payable (Detai

Convertible Note Payable (Details Narrative) - USD ($)	Nov. 06, 2019	Feb. 29, 2020	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019
Proceeds from Convertible debt			$ 388,101	$ 0
Accrued interest payable		$ 5,782	5,782		$ 0
Chief Executive Officer [Member]
Principal amount		79,333	79,333
Chief Financial Officer [Member]
Principal amount		53,768	53,768
Convertible Promissory Note
Principal amount	$ 20,000
Warrants exercisable	26,667
Exercisable Price	$ 3.50
Proceeds from Warrant Exercises	$ 20,000
Warrant expiration date	May 6, 2020
Interest rate	7.00%
Interest expense	$ 20,000
Carrying value		12,637	12,637
Debt discount		7,363	7,363
Accrued interest payable		441	441
Convertible Promissory Note
Principal amount		256,500	256,500
Original issue discount		10,500	10,500
Legal fees		11,000
Proceeds from Convertible debt		$ 235,000
Interest rate		10.00%
Interest expense		$ 256,500
Carrying value		27,419	27,419
Debt discount		229,081	229,081
Accrued interest payable		2,749	2,749
Two Convertible Promissory Notes
Principal amount		133,101	133,101
Interest expense			133,101
Carrying value		2,163	2,163
Debt discount		130,938	130,938
Accrued interest payable		$ 427	$ 427

Derivative Liability and Fair_3

Derivative Liability and Fair Value Measurements (Details) - USD ($)	Feb. 29, 2020	Aug. 31, 2019
Derivative liability	$ 664,562	$ 0
Fair Value, Inputs, Level 1 [Member]
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member]
Derivative liability	0	0
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 664,562	$ 0

Derivative Liability and Fair_4

Derivative Liability and Fair Value Measurements (Details 1)	6 Months Ended
	Feb. 29, 2020USD ($)
Notes to Financial Statements
Balance at beginning	$ 0
Transfers in due to issuance of convertible promissory notes	847,987
Transfers out due to conversions of convertible promissory notes	0
Mark to market	(183,425)
Balance at end	664,562
Gain on change in derivative liability	$ 183,425

Derivative Liability and Fair_5

Derivative Liability and Fair Value Measurements (Details Narrative) - Convertible Promissory Note - USD ($)	Nov. 06, 2019	Feb. 29, 2020
Fair value of embedded derivatives		$ 664,562
Dividend yield		0.00%
Expected volatility		389.74%
Estimated fair value of common stock		$ 0.55
Minimum [Member]
Fair value of embedded derivatives	$ 847,987
Dividend yield	0.00%
Expected volatility	391.42%
Weighted average risk-free interest rate	0.86%	0.86%
Expected life (in years)	1 year	2 months 5 days
Estimated fair value of common stock	$ 0.23
Maximum [Member]
Expected volatility	398.53%
Weighted average risk-free interest rate	1.60%	1.37%
Expected life (in years)	3 years	2 years
Estimated fair value of common stock	$ 1.07

Preferred Shares (Details Narra

Preferred Shares (Details Narrative) - $ / shares	Feb. 29, 2020	Dec. 16, 2019	Aug. 31, 2019
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	10,000,000		10,000,000
Series A Preferred Stock [Member]
Preferred stock, par or stated value per share (in dollars per share)		$ 0.0001
Preferred stock, shares authorized		10,000,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Securities Purchases Agreement [Member] - Compensation Promissory Note	1 Months Ended
	Mar. 19, 2020USD ($)$ / shares
Convertible debt | $	$ 150,000
Interest rate	10.00%
Due date	Dec. 20, 2020
Warrant grant term	3 years
Warrant granted price | $ / shares	$ 0.48
Beneficial ownership percentage	4.99%