Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May 31, 2018 | Dec. 17, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sport Endurance, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 88,012,329 | |
Amendment Flag | true | |
Amendment Description | Unless otherwise noted, references in this quarterly report on Form 10-Q/A (the "Report") to the "Company," "we," "our" or "us" means Sport Endurance, Inc., and unless otherwise noted does not include the Company's former subsidiary, Yield Endurance, Inc., a New Jersey corporation ("Yield"). This Report treats the subsequent sale of Yield as a discontinued operation. Sort Endurance, Inc. is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment" or "Form 10-Q/A") to its Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2018, which was originally filed August 29, 2018 (the "Original Filing"). This Amendment amends and restates (the "Restatement") the following indicated parts of the Original Filing: The Restatement results from our determination subsequent to the filing date of the Original Filing that we incorrectly recorded derivative liabilities as additional paid-in capital, and the amount of loss attributable to discontinued operations during the three months ended May 31, 2018 in connection with the discontinuance of operations and subsequent sale of our subsidiary company Yield Endurance, Inc. We also made adjustments to our accounting for debt modification and extinguishment in connection with certain transactions involving conversion of debt to common and preferred stock, and modification of debt. | |
Entity Central Index Key | 1,471,727 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | May 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 299,186 | $ 1,442 |
Inventory | 14,084 | 14,882 |
Accounts receivable | 9,415 | 0 |
Total current assets | 322,685 | 16,324 |
Total Assets | 322,685 | 16,324 |
Current liabilities | ||
Accounts payable and accrued liabilities | 65,192 | 132,566 |
Derivative liability | 2,160,805 | 312,878 |
Accrued officer salary | 160,000 | 120,000 |
Notes payable and accrued interest - related party | 0 | 233,011 |
Convertible notes, net of unamortized debt discounts of $935,037 and $153,234 | 92,167 | 400,743 |
Current liabilities – discontinued operations | 17,235,997 | 0 |
Total current liabilities | 19,714,161 | 1,199,198 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock | 1 | 1 |
Common stock, $0.001 par value, 580,000,000 shares authorized 79,683,842 shares issued and outstanding as of May 31, 2018 and 78,226,969 at August 31, 2017 | 79,683 | 78,226 |
Additional paid-in capital | 3,349,808 | 1,852,743 |
Subscription receivable | 0 | (5,372) |
Accumulated deficit | (22,821,772) | (3,108,472) |
Total stockholders' equity (deficit) | (19,391,476) | (1,182,874) |
Total liabilities and stockholders' equity (deficit) | 322,685 | 16,324 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock | $ 804 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2018 | May 30, 2018 | Aug. 31, 2017 | May 30, 2017 |
Convertible Notes, unamortized debt discounts (in Dollars) | $ 935,037 | $ 153,234 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 1,000 | 1,000 | ||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 580,000,000 | 580,000,000 | ||
Common stock, shares issued | 79,683,842 | 78,226,969 | ||
Common stock, shares outstanding | 79,683,842 | 78,226,969 | ||
Series B Preferred Stock [Member] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.99 | $ 0.001 | |
Preferred stock, shares authorized | 805,000 | 805,000 | 805,000 | |
Preferred stock, shares issued | 803,969.73 | 0 | ||
Preferred stock, shares outstanding | 803,969.73 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Revenue | $ 0 | $ 714 | $ 475 | $ 1,034 |
Cost of goods sold | 0 | 138 | 211 | 231 |
Net revenue | 0 | 576 | 264 | 803 |
Operating expenses: | ||||
Selling, general and administrative | 181,322 | 83,322 | 269,654 | 341,827 |
Professional fees | 58,187 | 32,234 | 121,577 | 79,332 |
Total operating expenses | 239,509 | 115,556 | 391,231 | 421,159 |
Net Operating Loss | (239,509) | (114,980) | (390,967) | (420,356) |
Other income (expense): | ||||
Interest expense | (366,791) | (274,693) | (885,987) | (658,758) |
Gain on restructuring of debt | 1,172,993 | 0 | 1,027,260 | 0 |
Loss on conversion of debt | (139,325) | 0 | (474,649) | 0 |
Change in fair value of derivative liability | (948,132) | (75,998) | (1,489,748) | (342,270) |
Total other income (expense), net | (281,255) | (350,691) | (1,823,124) | (1,001,028) |
Net loss from continuing operations | (520,764) | (465,671) | (2,214,091) | (1,421,384) |
Net loss from discontinued operations | (17,499,209) | 0 | (17,499,209) | 0 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Consolidated net loss | $ (18,019,973) | $ (465,671) | $ (19,713,300) | $ (1,421,384) |
Net loss per share – continuing operations: basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Net loss per share – discontinued operations: basic and diluted | $ (0.22) | $ (0.01) | $ (0.22) | $ (0.02) |
Weighted average shares outstanding – basic and diluted (in Shares) | 79,683,842 | 77,875,973 | 79,039,656 | 77,816,280 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss, continuing operations | $ (2,214,091) | $ (1,421,384) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Derivative expense | 1,937,428 | 342,270 |
Amortization of discount on convertible debt | 350,860 | 625,853 |
Gain on note exchange | (1,027,260) | 0 |
Loss on conversion of notes payable | 474,649 | 0 |
Penalty on debt extension | 0 | 227,634 |
Bad debt write off | 2,172 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | 45 |
Inventory | 798 | (8,587) |
Accrued officer salary | 40,000 | 72,000 |
Interest payable - related party | (2,011) | 893 |
Accounts payable and accrued liabilities | (267,756) | 73,563 |
Net cash used in operating activities – continuing operations | (705,211) | (87,713) |
Net cash used in operating activities – discontinued operations | 1,455 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments made on convertible notes | 0 | (125,000) |
Proceeds from notes payable - related party | 35,500 | 204,000 |
Repayments of notes payable - related party | (266,500) | 0 |
Proceeds from convertible debt | 1,232,500 | 0 |
Net cash provided by financing activities – continuing operations | 1,001,500 | 79,000 |
Net cash used in financing activities – discontinued operations | 0 | 0 |
Net increase (decrease) in cash and cash equivalents - continuing operations | 296,289 | (8,713) |
Net increase (decrease) in cash and cash equivalents - discontinued operations | 1,455 | 0 |
Cash and cash equivalents at beginning of period | 1,442 | 10,197 |
Cash and cash equivalents at end of period | 299,186 | 1,484 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for conversion of debt and accrued interest | 531,477 | 25,000 |
Preferred Stock Series B issued for cancellation of notes payable and accrued interest | 796,732 | 0 |
Discount on Convertible Debt and Accrued Interest | 2,452,508 | 454,731 |
Note payable for loan of BTC | 5,500,000 | 0 |
BTC loan to third party | 5,000,000 | 0 |
Stock issued for commitment fee | 0 | 68,950 |
Settlement of derivative | 0 | 775,106 |
Accrued interest capitalized into principal of convertible notes | $ 15,823 | $ 29,362 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Significant Accounting Policies | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 – Nature of Business and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of August 31st. Nature of Business Sport Endurance, Inc. (“the Company”) was incorporated in the State of Nevada on January 3, 2001 (“Inception”). The Company was dormant until it was revived in 2009 with a name change to Sport Endurance, Inc. on August 6, 2009. The Company develops, markets, and distributes quality dietary supplements throughout the United States. In March 2018, the Company, through its then wholly-owned subsidiary Yield, entered into the cryptocurrency business, which commenced when the Company and Yield entered into a series of agreements related to the borrowing of $5,000,000 of bitcoin (the “BTC”). Under the terms of the agreements, Yield entered into a Note Purchase Agreement (the “NPA”) to borrow $5,000,000 of BTC, which loan was guaranteed by the Company (see note 8). As additional consideration, the Company issued to Prism Funding Co. LP (“Prism”) 25,000,000 five-year warrants to purchase the Company’s common stock, exercisable at $0.01 per share. Yield also entered into a Confidential BTC Lending Program Participation Agreement (the “Bitcoin Agreement”) with Madison Partners LLC (“Madison”) under which Madison would lend Yield’s BTC to third parties. Under the Bitcoin Agreement, Madison will pay Yield an amount equal to the following: (a) 10% of the income from BTC lending plus (b) 50% of the income in excess of the first 10% on all BTC loans made by Madison using Yield’s BTC. On August 21, 2018, the Company and Yield entered into a series of transactions reversing all of the March 2018 BTC transactions except for the modification of the warrants and transferring Yield to Madison; see note 3. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had cash and cash equivalents of $299,186 and $1,442 as of May 31, 2018 and August 31, 2017, respectively. Inventory Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method. The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at May 31, 2018 and August 31, 2017. Intangible Assets Intangible assets generally arise from business combinations accounted for under the purchase method. The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired. Equipment Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows: Computer equipment 5 years Furniture and fixtures 7 years As of May 31, 2018, and August 31, 2017, the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 for the three and nine months ended May 31, 2018 and 2017. Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Revenue Recognition The Company recognizes revenue from product sales upon product delivery. All of our products are shipped through a third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the FASB establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1 - fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2 - fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018 and August 31, 2017. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common stock outstanding. Diluted net loss per share of common stock is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of shares of common stock outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 2 - Restatement of Financi
Note 2 - Restatement of Financial Statements | 9 Months Ended |
May 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 2 – Restatement of Financial Statements The purpose of the restatement is to correct errors in the Company’s previously issued financial statements for the period ended May 31, 2018 in connection with the accounting for (i) discontinued operations, (ii) derivative liabilities, and (iii) conversion and restructure of convertible notes payable. Generally, some of the entries regarding discontinued operation activities that occurred subsequent to May 31, 2018 were recorded in the period ended May 31, 2018. Those entries are not recorded in the amended financial statements for the period ended May 31, 2018. The following notes describe the specific changes to each line item of the financial statements. For purposes of these notes, “as originally filed” means the financial statements for the three and months ended May 31, 2018 as filed in the Company’s Form 10-Q on August 29, 2018, and “as amended” means the financial statement for the three and nine months ended May 31, 2018 as filed in this amended Form 10-Q/A. The effects of the restatement on the Company’s consolidated balance sheet as of May 31, 2018 are as follows: May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Current assets - discontinued operations $ 3,897,293 $ (3,887,878 ) (1 ) $ 9,415 Total current assets $ 4,210,563 $ (3,887,878 ) (1 ) $ 322,685 Total Assets $ 4,210,563 $ (3,887,878 ) (1 ) $ 322,685 Accounts payable and accrued liabilities $ 182,726 $ (117,534 ) (2 ) $ 65,192 Derivative liability $ 880,192 $ 1,280,613 (3 ) $ 2,160,805 Current liabilities - discontinued operations $ 5,594,700 $ 11,641,297 (4 ) $ 17,235,997 Total current liabilities $ 6,909,785 $ 12,804,376 (5 ) $ 19,714,161 Additional paid-in capital $ 6,444,585 $ (3,094,777 ) (6 ) $ 3,349,808 Accumulated deficit $ (9,224,295 ) $ (13,597,477 ) (7 ) $ (22,821,772 ) Total stockholders' equity (deficit) $ (2,699,222 ) $ (16,692,254 ) (8 ) $ (19,391,476 ) Total liabilities and stockholders' equity (deficit) $ 4,210,563 $ (3,887,878 ) (9 ) $ 322,685 The effects of the restatement on the Company’s consolidated statement of operations for the three and nine months ended May 31, 2018 are as follows: Three Months Ended May 31, 2018 As Previously Restatement Reported Adjustment As Restated Interest expense $ (797,258 ) $ 430,467 (10 ) $ (366,791 ) Gain (loss) on restructuring of debt $ 10,226 $ 1,162,767 (11 ) $ 1,172,993 Gain (loss) on conversion of debt $ - $ (139,325 ) (12 ) $ (139,325 ) Change in fair value of derivative liability $ (456,043 ) $ (492,089 ) (13 ) $ (948,132 ) Total other income (expense), net $ (1,243,075 ) $ (961,820 ) (14 ) $ (281,255 ) Net loss from continuing operations $ (1,482,586 ) $ (961,820 ) (15 ) $ (520,764 ) Net income (loss) from discontinued operations $ (3,571,043 ) $ (13,928,166 ) (13 ) $ (17,499,209 ) Consolidated Net loss $ (5,053,629 ) $ (12,966,344 ) (14 ) $ (18,019,973 ) Net loss per share - continuing operations: basic and diluted $ (0.02 ) $ (0.01 ) $ (0.01 ) Net loss per share - discontinued operations: basic and diluted $ (0.04 ) $ (0.17 ) $ (0.22 ) Weighted average shares outstanding - basic and diluted 79,683,842 - 79,683,842 Nine Months Ended May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Interest expense $ (1,702,312 ) $ 816,325 (10a ) $ (885,987 ) Gain (loss) on restructuring of debt $ 149,549 $ 877,711 (11a ) $ 1,027,260 Gain (loss) on conversion of debt $ - $ (474,649 ) (12a ) $ (474,649 ) Change in fair value of derivative liability $ (601,048 ) $ (888,700 ) (13a ) $ (1,489,748 ) Total other income (expense), net $ (2,153,811 ) $ (330,687 ) (14a ) $ (1,823,124 ) Net loss from continuing operations $ (2,544,780 ) $ (330,687 ) (15a ) $ (2,214,091 ) Net income (loss) from discontinued operations $ (3,571,043 ) $ (13,928,166 ) (13 ) $ (17,499,209 ) Consolidated Net loss $ (6,115,823 ) $ (13,597,477 ) (14 ) $ (19,713,300 ) Net loss per share - continuing operations: basic and diluted $ (0.03 ) $ (0.01 ) $ (0.03 ) Net loss per share - discontinued operations: basic and diluted $ (0.05 ) $ (0.18 ) $ (0.22 ) Weighted average shares outstanding - basic and diluted 79,039,656 - 79,039,656 The effects of the restatement on the Company’s consolidated statement of cash flows nine months ended May 31, 2018 are as follows: Nine Months Ended May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Net loss - continuing operations $ (2,544,780 ) $ 330,689 (15a ) $ (2,214,091 ) Derivative expense $ 1,056,966 $ 880,462 (18 ) $ 1,937,428 Amortization of discount on convertible debt $ 1,033,549 $ (682,689 ) (19 ) $ 350,860 Gain on note exchange $ (149,549 ) $ (877,711 ) (20 ) $ (1,027,260 ) Loss on conversion of debt $ - $ 474,649 (21 ) $ 474,649 Accounts payable and accrued liabilities $ 226,426 $ (494,182 ) (22 ) $ (267,756 ) Net cash used in operating activities - continuing operations $ (336,429 ) $ (368,782 ) (23 ) $ (705,211 ) Net cash used in operating activities - discontinued operations $ (367,327 ) $ 368,782 (23 ) $ 1,455 Net increase in cash and cash equivalents - continuing operations $ 665,071 $ (368,782 ) (23 ) $ 296,289 Net increase in cash and cash equivalents - discontinued operations $ (367,327 ) $ 368,782 (23 ) $ 1,455 (1) $3,887,878: Write-off of the balance of the note receivable related to discontinued operations recorded during the period ended May 31, 2018 in the financial statements as originally filed, not recorded during the period ended May 31, 2018 as amended. (2) ($117,534): Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations in the financial statements as amended. (3) $1,280,613: (i) $570,953: A derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $177,499: A derivative liability associated with the issuance of 500,000 warrants was not recorded in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $532,161: mark to market of the derivative liability associated with 2,054,405 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended. (4) $11,641,297: (i) $7,988,090: Fair value of derivative liabilities in connection with 25,000,000 warrants were charged to additional paid-in capital in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (ii) $3,535,673: Revaluation of the derivative liability associated with the 25,000,000 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (iii) (5) $12,804,376: Net of (2), (3), and (4) above. (6) $3,094,777: (i) $570,953: Fair value of the derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $7,988,090: Fair value of a derivative liability in connection with 25,000,000 warrants in the amount of was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $6,387,081: Fair value of 15,000,000 warrants cancelled in August, 2018, charged to additional paid-in capital in the financial statements as originally filed; not recorded in the financial statements as amended; (iv) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. (7) $13,597,477: (i) $4,490,270 write-off of note receivable associated with discontinued operations in the amended financial statement, not in the financial statements as filed; (ii) $3,535,673 revaluation of derivative liability related to 25,000,000 warrants as of May 31, 2018 in the amended financial statements, not in the financial statements as originally filed; (iii) $177,499 derivative expense – excess value of the derivative liability associated with 500,000 warrants in the amended financial statements, not in the financial statements as originally filed; (iv) $532,161 mark to market 2,054,405 warrants in the amended financial statements, not in the financial statements as originally filed; (v) $602,392: revaluation of Bitcoin at August 21, 2018 made in original financial statements, not in amended financial statements; (vi) $6,387,081: gain on cancellation of 15,000,000 warrants recorded in the financial statements as originally filed, not in the amended financial statements; (vii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. (8) $16,692,254: Net of (6) and (7) above. (9) $3,887,878: Net of (5) and (8) above. (10) $430,467: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $490,432. (10a) $816,325: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $876,290. (11) $1,162,767: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $1,162,767. (11a) $877,711: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $877,711. (12) $139,325: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $139,325. (12a) $474,649: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $474,649. (13) $492,089: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $40,072. (13a) $888,700: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $356,539. (14): $961,820: Net of (10), (11), (12), and (13) above. (14a): $330,687: Net of (10a), (11a), (12a), and (13a) above. (15) $961,820: Same as (14) above. (15a): $330,687: Same as (15a) above. (16) $13,928,166: (i) $4,490,270 Write off of note receivable in amended financial statements, not in financial statements as originally filed; (ii) $3,535,673 Revaluation of derivative liability associated with 25,000,000 warrants at May 31, 2018 in amended financial statements, not in financial statements as originally filed; (iii) $602,392 Revaluation of Bitcoin at August 21, 2018 in financial statements as originally filed, not in amended financial statements; (iv) $6,387,081 gain on cancellation of 15,000,000 warrants in financial statements as originally filed, not in amended financial statements; (v) $117,534 interest on note payable in discontinued operations in financial statements as amended, in continuing operations in financial statements as originally filed. (17) $12,966,344: Total of (15) and (16) above. (17a) $13,957,477: Net of (15a) and (16) above. (18) $880,462: (i) $111,281 revaluation of non-warrant derivative liabilities at 11.30.17; (ii) $259,491: revaluation of non-warrant derivative liabilities at 02.28.18; (iii) $119,964: $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (iv) $412,197: revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (v) $22,592: net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (19) $682,689: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (20) $877,711: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (21): $474,649: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (22) $494,181: Amount transferred to discontinued operations in the financial statements as amended. (23) $368,782: Sum of (15a), (18), (19), (20), (21), and (22) above. The impacts of the restatement has been reflected throughout these financial statements, including the applicable footnotes, as appropriate. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 – Going Concern As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $22,821,772 and net working capital deficiency of $19,391,476 as of May 31, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations and repay indebtedness. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 4 - Discontinued Operation
Note 4 - Discontinued Operations | 9 Months Ended |
May 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4 – Discontinued Operations On August 21, 2018, the Company at the request of other parties to the March 2018 agreements cancelled all of the business agreements, related to Yield. The Company’s guaranty of the $5.5 million Note payable was cancelled and the warrants were modified As a result, the Company entered into a Restructuring Agreement and conveyed to Madison its ownership interest in Yield, including the right to continue the business and affairs of Yield stemming from the March 2018 bitcoin transaction in which the Company sought to enter into bitcoin and other cryptocurrency lending arrangements. Pursuant to the terms of the Restructuring Agreement, the parties agreed to modify the terms of the Former Agreements by (a) assigning to Madison all of the capital stock of Yield to provide for the continuation of the business of Yield as a subsidiary of Madison, (b) terminating the Guaranty Agreement by and between the Company and Prism, and (c) canceling 15,000,000 of 25,000,000 the warrants issued to Prism in connection with the NPA. On the Effective Date, the Company transferred its capital stock of Yield to Madison (the “Transfer”) and terminated the Guaranty Agreement, thus, the Company’s liability for the Senior Note, as defined below, issued pursuant to the NPA, was extinguished upon the Transfer. In connection with the Restructuring Agreement, the Company entered into a Securities Purchase Agreement with Madison pursuant to which the Company transferred to Madison all of the capital stock of Yield. Further, the parties released each other from claims with respect to the original purchase of the BTC and the Former Agreements. No payments under the Bitcoin Agreement will be required to be made to the Company. There are no continuing cash inflows our outflows to or from the discontinued operations. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets: May 31, August 31, 2018 2017 Current assets - discontinued operations: Accounts receivable $ 9,415 $ - BTC loan Receivable, net of original issue discount of $500,000 5,000,000 - Reserve for BTC loan Receivable (5,000,000 ) - Total current assets - discontinued operations: $ 9,415 $ - Current liabilities - discontinued operations: Accrued liabilities $ 212,234 $ - Derivative liabilities 11,523,763 Senior note payable 5,500,000 - Total current liabilities - discontinued operations: $ 17,235,997 $ - The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the three and nine months ended May 31, 2018: Three Months Ended May 31, 2018 Share income $ (10,870 ) $ - Sales, general and administrative 368,782 - Interest expense 8,605,624 - Mark to market BTC 509,730 - Mark to market derivative liability 3,535,673 Reserve for uncollectible note receivable 4,490,270 - Loss from discontinued operations, net of tax $ 17,499,209 $ - Nine Months Ended May 31, 2018 Share income $ (10,870 ) $ - Sales, general and administrative 368,782 - Interest expense 8,605,624 - Mark to market BTC 509,730 - Mark to market derivative liability 3,535,673 Reserve for uncollectible note receivable s 4,490,270 - Loss from discontinued operations, net of tax $ 17,499,209 $ - The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: Cash flow: Major line items Nine Months Ended May 31, 2018 May 31, 2017 Income (Loss) $ (17,499,209 ) Amortization of debt discount $ 5,500,000 $ - Reserve BTC note receivable $ 5,000,000 Mark to market fair value of derivative liability $ 3,535,673 Warrant value in excess of note $ 2,988,090 $ - Loss on value of BTC $ 509,730 $ - Accrued liabilities $ 486,316 $ - |
Note 5 - Accounts Payable and A
Note 5 - Accounts Payable and Accrued Liabilities | 9 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 5 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: May 31, 2018 August 31, 2017 Trade accounts payable $ 23,815 $ 106,726 Payroll and related 16,165 9,179 Accrued interest 25,212 16,661 Total $ 65,192 $ 132,566 |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 9 Months Ended |
May 31, 2018 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 6 – Related Party Transactions During the three months ended May 31, 2018 and 2017, the Company accrued salary in the amount of $0 and $96,000 to its President and CEO, David Lelong. The Company began paying Mr. Lelong his salary of $8,000 per month beginning February 2018. At May 31, 2018 and August 31, 2017, the Company had accrued salary payable in the amount of $160,000 and $120,000, respectively, due to Mr. Lelong. During the three months ended May 31, 2018, the Company accrued interest in the amount of $191 on a note payable to Mr. Lelong; the Company also paid principal in the amount of $166,500 and accrued interest in the amount of $3,215 on the note payable to Mr. Lelong. At May 31, 2018, the Company owed principal in the amount of $0 and accrued interest in the amount of $0 on this note to Mr. Lelong. |
Note 7 - Derivative Liability
Note 7 - Derivative Liability | 9 Months Ended |
May 31, 2018 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 7 – Derivative Liability The Company entered into convertible note agreements containing beneficial conversion features and warrants. One of the features is a ratchet reset provision which allows the note holders to reduce the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement (see note 10). The Company accounts for the fair value of the conversion feature in accordance with ASC 815, Accounting for Derivatives and Hedging and EITF 07-05, the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcate treated as a derivative liability. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. See note 7. The GAAP required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the nine months ended May 31, 2018: Derivative Liability Liabilities Measured at Fair Value Balance as of August 31, 2017 $ 312,878 Issuances 1,962,098 Conversions / redemptions (1,247,380 ) Revaluation 1,133,209 Balance as of May 31, 2018 $ 2,160,805 The derivative liabilities incurred valued based upon the following assumptions and key inputs at May 31, 2018 and August 31, 2017: May 31, August 31, Assumption 2018 2017 Expected dividends: 0 % 0 % Expected volatility: 121.1 – 246.8 % 37.8– 276.9 % Expected term (years): 0.21 – 1.00 0.04 – 0.50 Risk free interest rate: 0.97 – 2.08 % 0.26– 0.98 % Stock price $ 0.35 – 1.11 $ 0.51 – 1.97 |
Note 8 - Convertible Notes Paya
Note 8 - Convertible Notes Payable | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 – Convertible Notes Payable May 2016 Convertible Notes On May 11, 2016, the Company entered into Securities Purchase Agreements with certain purchasers (“the Lenders”). The Company issued 3.5% original issue discount (“OID”) senior secured convertible promissory notes having an aggregate face amount of $440,000 (the “May 2016 Convertible Notes”). These notes bear interest at a rate of 10% per annum and mature in six months. The Company received cash proceeds of $424,600 net of the 3.5% original issue discount of $15,400. At the Lender’s’ option, the principal and accrued interest under the notes are convertible into common stock at a rate of $0.50 per share and have a full reset feature. The notes are secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity. During November 2016, the Company entered into forbearance agreements with the investors extending its time to pay the notes until December 16, 2016. January and February 2017 Convertible Notes In December 2016, the Company entered into restructuring agreements with the Lenders under the following terms: new notes (the “January and February 2017 Convertible Notes”) would be issued for the amounts due under the May 2016 Convertible Notes; penalties, fees, and accrued interest in the aggregate amount of $212,702 were added to the principal amount due under the January and February 2017 Convertible Notes; 35,000 shares of common stock were issued as a commitment fee; the January and February 2017 Convertible Notes were issued at a discount of 3.5%, bear interest at the rate of 10% per annum, are convertible at a rate of $0.50 per share, and contain a variable conversion rate whereby, should the Company subsequently sell common stock at a price less than the conversion price, the conversion price of the January and February 2017 Convertible Notes will be reduced to match the lower conversion price. In addition, the proceeds from one of the January and February 2017 Convertible Notes were used to fully redeem one of the May 2016 Convertible Notes. The aggregate original amount of principal due under the January and February 2017 Convertible Notes was $614,258. Two of the January and February 2017 Convertible Notes in the aggregate amount of $494,340 were due March 31, 2017, and one of the January and February 2017 Convertible Notes in the amount of $119,918 was due August 17, 2017. In April 2017, the Company received forbearance letters from the Lenders of the January and February 2017 Convertible Notes that were due March 31, 2017 to extend the due date to April 17, 2017 in exchange for principal payments in the aggregate amount of $75,000; on April 18, 2017, the Company received forbearance letters to further extend the due date to May 1, 2017 in exchange for principal payments in the aggregate amount of $45,000; and on May 1 and 2, 2017, the company entered into forbearance agreements with the holders of the January and February 2017 Convertible Notes to extend the due date to June 2, 2017. On June 5 and June 13, 2017, the Company entered into forbearance agreements with the holders of two of the three January and February 2017 Convertible Notes to extend the due dates to December 27, 2017 in exchange for increase in principal in the aggregate amount of $78,907. On August 17, 2017, the Company entered into a forbearance agreement with the holders of the third January and February Convertible Note to extend the due date to December 27, 2017 in exchange for $10. At August 31, 2017, three of the January and February 2017 Convertible Notes were outstanding in the aggregate amount of $553,976; these notes are due December 27, 2017. During the three months ended November 30, 2017, the holders of the January and February 2017 Convertible Notes converted an aggregate of $33,865 in principal and $21,248 in accrued interest into 458,333 shares of common stock; the Company recorded an aggregate loss in the amount of $122,878 on these conversions. On January 17, 2018, the holders of one of the January and February 2017 Convertible Notes in the principal amount of $241,802 (the “Lender”) purchased the remaining two January and February 2017 Convertible Notes in the aggregate principal amount of $278,309. The Company then entered into an agreement with the Lender to exchange the three January and February 2017 Convertible Notes (the “January 2018 Note Exchange”) in the aggregate principal amount of $520,111 for a new Convertible Note in the principal amount of $542,343 (the “January 2018 Convertible Note”). The Company revalued the derivative liability associated with the conversion feature associated with January and February 2017 notes, and recorded an expense in the amount of $396,611 related to the change in value. The Company recorded a loss in the amount of $6,409 in connection with the January 2018 Note Exchange. November 2017 Convertible Note On November 17, 2017, the Company entered into a Securities Purchase Agreement with the Lender. The Company issued a 3.5% original issue discount (“OID”) senior secured convertible promissory note having an aggregate face amount of $250,000 (the “November 2017 Convertible Note”). This note bears interest at a rate of 10% per annum and matures in six months. The Company received cash proceeds of $241,250 net of the 3.5% original issue discount of $8,750. At the Lender’s option, the principal and accrued interest under the note are convertible into common stock at a rate of $0.50 per share and have a full reset feature. The note is secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. In addition, the Company granted the investor the Option to lend the Company $48,250 on or before January 15, 2018. If the Option is exercised, the Company would issue the investor a $50,000 3.5% original issue discount senior secured convertible promissory note. During the three months ended May 31, 2018, the Company accrued interest in the amount of $12,283 on this note. On May 31, 2018, the Company converted the outstanding balance of principal and interest in the amounts of $250,000 and $13,125, respectively, into a total of 265,782.83 shares of Series B Preferred Stock; the Company recorded a gain on settlement of notes payable in the amount of $130,252 in connection with this transaction (see note 10). January 2018 Convertible Note On January 17, 2018, the Company entered into an agreement with the Lender to exchange the three January and February 2017 Convertible Notes for a new Convertible Note (the “January 2018 Convertible Note”). The Company exchanged outstanding principal in the amount of $520,111 and accrued interest of $15,823 for the January 2018 Convertible Note with a face amount of $542,343, and an original issue discount of $18,982; derivative liabilities in the aggregate amount of $333,947 were settled, and a new derivative liability in the amount of $730,558 was created. A non-cash gain on restructuring of debt in the amount of $139,323 was recognized on this transaction during the three months ended February 28, 2018. The January 2018 Convertible Note is a senior secured promissory note, bears interest at a rate of 10% per annum, and matures in 12 months. At the Lender’s option, the principal and accrued interest under the January 2018 Convertible Note are convertible into common stock at a rate of $0.03 per share and have a full reset feature. The note is secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. On January 29, 2018, the Lender converted $28,148 in principal and $1,808 in accrued interest into 998,540 shares of common stock. The Company recorded a loss of $351,469 on the transaction. During the three months ended May 31, 2018, the Company accrued interest in the amount of $13,125 on this note. On May 31, 2018, the Company converted the outstanding balance of principal and interest in the amounts of $514,195 and $18,610, respectively, into a total of 538,186.87 shares of Series B Preferred Stock; the Company recorded a gain in the amount of $933,263 on this transaction. February 2018 Convertible Note On February 15, 2018, the Company entered into a Securities Purchase Agreement with the Lender. The Company issued a 3.5% OID senior secured convertible promissory note with a face amount of $250,000 (the “February 2018 Convertible Note”). The February 2018 Convertible Note bears interest at a rate of 10% per annum and matures in nine months. The Company received cash proceeds of $241,250 net of the 3.5% original issue discount of $8,750. At the Lender’s option, the principal and accrued interest under the note are convertible into common stock at a rate of $0.50 per share and have a full reset feature. The February 2018 Convertible Note is secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. In addition, the Company granted the Lender 500,000 warrants to purchase 500,000 shares of the Company’s common stock with an exercise price of $0.01. The warrants have a five-year term. A derivative liability in the amount of $489,971 was created with regard to the conversion features and warrants associated with this note; $241,250 was charged to discount on notes payable, and the balance of $248,721 was charged to interest expense during the three months ended February 28, 2018. On March 26, 2018, the Company and the Lender agreed to eliminate the reset feature of this note. During the three months ended May 31, 2018, the Company accrued interest in the amount of $6,389 on this note; as of May 31, 2018, principal in the amount of $250,000 was outstanding under the February 2018 Convertible Note. March 2018 Convertible Note On March 9, 2018, the Company issued a 3.5% OID senior secured convertible promissory note with a face amount of $777,202 (the “March 2018 Convertible Note”). The March 2018 Convertible Note bears interest at a rate of 10% per annum and matures in nine months. The Company received cash proceeds of $750,000 net of the 3.5% original issue discount of $27,202. At the Lender’s option, the principal and accrued interest under the note are convertible into common stock at a rate of $0.50 per share. The February 2018 Convertible Note is secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. In addition, the Company granted the Lender 1,554,405 warrants to purchase 1,554,405 shares of the Company’s common stock with an exercise price of $0.01. The warrants have a five-year term. A derivative liability in the amount of $349,708 was created with regard to the conversion features and warrants associated with this note, which was charged to discount on notes payable. On May 9, 2018, the Lender transferred their ownership in $497,458 of principal and $18,042 of accrued interest in the March 2018 Convertible Note to a third party. The Company revalued the derivative liability associated with the conversion feature of the March 2018 note at the time of this restructure, and recorded a gain on revaluation in the amount of $40,072. The Company also recorded a loss on restructure of notes payable in the amount of $10,226. During the three months ended May 31, 2018, the Company accrued interest in the amount of $13,169 on the March 2018 Convertible. As of May 31, 2018, principal in the amount of $750,000 was outstanding under the March 2018 Convertible Note. March 2018 Note to Prism Under the terms of Former Agreements, Yield issued Prism a 10% original issue discount Senior Secured Convertible Note (the “Senior Note”) in the principal amount of $5,500,000 and received the BTC. The Senior Note was payable 30 days following written demand from Prism (the “Maturity Date”) and with interest at 10% per annum. Pursuant to the terms of the Restructuring Agreement, the Company’s liability for the Senior Note was extinguished upon the Transfer. |
Note 9 - Related Party Notes Pa
Note 9 - Related Party Notes Payable | 9 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 9 – Related Party Notes Payable In January and February 2017, the Company’s President and CEO loaned the Company the aggregate amount of $70,000 represented by three notes payable. In April and May 2017, the Company’s President and CEO loaned the Company an additional $134,000 represented by three notes payable; in June and August 2017, the Company’s President and CEO loaned the Company an additional $27,000 represented by two notes payable; during the three months ended November 30, 2017, the Company’s President and CEO loaned the Company an additional $35,500 represented by three notes payable. The aggregate amount loaned to the Company by the President and CEO was $266,500. During the three months ended November 30, 2017, the Company repaid principal and accrued interest in the amounts of $75,000 and $950, respectively; during the three months ended February 28, 2018, the Company repaid principal and accrued interest in the amounts of $25,000 and $137, respectively; and during the three months ended May 31, 2018, the Company repaid the remaining principal and accrued interest in the amounts of $166,500 and $3,215, respectively. The Company accrued interest expense in the amount of $2,291 and paid accrued interest in the amount of $4,302 under these notes payable during the nine months ended May 31, 2018. At May 31, 2018, the Company has a principal balance in the amount of $0 and accrued interest in the amount of $0 due to its President and CEO pursuant to these notes payable. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 9 Months Ended |
May 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 – Stockholders’ Equity Preferred stock On January 17, 2018, the Board of Directors amended the Company’s Articles of Incorporation to include the right to issue blank check preferred stock. The Company is authorized to issue 20,000,000 shares of $0.001 par value preferred stock as of May 31, 2018 and August 31, 2017. The Company has issued and outstanding 1,000 shares of Series A preferred stock as of May 31, 2018 and August 31, 2017. On May 30, 2018, the Company authorized 805,000 shares of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is convertible at a rate of $0.03 per share, has a stated value of $0.99 per share, and accrues dividends at the rate of 10% per annum on the stated value. The Series B Convertible Preferred Stock has voting rights equal to those of the underlying common stock. Under certain default condition, the Series B Convertible Preferred Stock is subject to mandatory redemption at 125%, and the conversion price resets to 75% of the market price of the Company’s common stock. On May 31, 2018, the Company issued 803,969.73 shares of Series B Convertible Preferred Stock for the conversion of debt (see note 8). The Company will begin to accrue dividends on the Series B Convertible Preferred Stock on June 1, 2018. Common stock The Company is authorized to issue 580,000,000 shares of $0.001 par value common stock as of May 31, 2018 and August 31, 2017. The Company had 79,683,842 and 78,226,969 shares of common stock issued and outstanding as of May 31, 2018 and August 31, 2017, respectively. Nine Months Ended May 31, 2018 and 2017 On January 4, 2017, the Company issued 35,000 shares of common stock, valued at $68,950 as commitment shares to convertible note holders. These shares were issued at fair value based on the market price at issuance of $1.80 per share. On September 28, 2017, the Company issued 208,333 shares of common stock, for the conversion of $16,347 of principal and $8,653 of accrued interest of convertible notes payable. On November 16, 2017, the Company issued 250,000 shares of common stock, for the conversion of $17,518 of principal and $12,482 of accrued interest of convertible notes payable. On January 28, 2018, the Company issued 998,540 shares of common stock, for the conversion of $28,148 of principal and $1,808 of accrued interest of convertible notes payable. Warrants The following table summarizes the significant terms of warrants outstanding at May 31, 2018: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.01 27,054,405 4.78 $ 0.01 27,054,405 $ 0.01 Total 27,054,405 4.78 $ 0.01 27,054,405 $ 0.01 Transactions involving warrants are summarized as follows: Number of Weighted Average Warrants Exercise Price Warrants outstanding at August 31, 2017 - $ - Granted 27,054,405 0.01 Exercised - - Cancelled / Expired - - Warrants outstanding at May 31, 2018 27,054,405 $ 0.01 |
Note 11 - Fair Value of Financi
Note 11 - Fair Value of Financial Instruments | 9 Months Ended |
May 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 11 – Fair Value of Financial Instruments Under FASB ASC 820-10-05, the FASB establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no other items that required fair value measurement on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2018 and August 31, 2017. May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 2,160,805 $ 2,160,805 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 312,878 $ 312,878 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 9 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 – Subsequent Events On August 21, 2018, the Company, at the request of Prism and Madison Partners LLC, entered into a restructuring of its business related to Yield Endurance, Inc., a wholly-owned subsidiary of the Company (“Madison” collectively with the Company, Yield, and Prism the “Parties”). As a result, the Company entered into an agreement to convey to Madison its ownership interest in Yield, including the right to continue the business and affairs of Yield stemming from the March 2018 bitcoin transaction in which the Company sought to enter into bitcoin and other cryptocurrency lending arrangements (the “Restructuring Agreement”). Accordingly, the Restructuring Agreement amends certain terms of the Note Purchase Agreement (the “NPA”), the Confidential BTC Lending Program Participation Agreement (the “BTC Agreement”), the Account Control Agreement, the Subordination Agreement, and the Guaranty Agreement (collectively the “Former Agreements”) releasing the Company from such agreements and permitting Yield to continue in such business. Each of the Former Agreements was entered into by certain of the Parties to the Restructuring Agreement as disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 14, 2018. Pursuant to the terms of the Restructuring Agreement, the Parties agreed to modify the terms of the Former Agreements by (a) assigning to Madison all of the capital stock of Yield to provide for the continuation of the business of Yield as a subsidiary of Madison, (b) terminating the Guaranty Agreement by and between the Company and Prism, and (c) canceling 15,000,000 of the 25,000,000 warrants issued to Prism in connection with the NPA. On the Effective Date, the Company transferred its capital stock of Yield to Madison (the “Transfer”) and terminated the Guaranty Agreement, thus, the Company’s liability for the Senior Note, issued pursuant to the NPA, was extinguished upon the Transfer. In connection with the Restructuring Agreement, the Company entered into a Securities Purchase Agreement (the “SPA”) with Madison pursuant to which the Company transferred to Madison all of the capital stock of Yield. Further, the Parties released each other from claims with respect to the original purchase of bitcoin and the Former Agreements. No payments under the BTC Agreement will be required to be made to the Company. On October 22, 2018, the Company entered into an Exchange Agreement (the “Agreement”) with the Holders of the Company’s outstanding Secured Promissory Notes, 803,969.73 shares of Series B Convertible Preferred Stock, and 12,054,405 of the Company’s outstanding Warrants (collectively the “Securities”). In exchange for the cancellation of the Securities the Company issued the Holders a total of 2,846,356 shares of the Company’s new Series E Convertible Preferred Stock (the “Series E”). Each share of Series E has a stated value of $0.99 and is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share (subject to adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar events). The Series E contains price protection from future issuances of securities by the Company at a price below the conversion price then in effect and is redeemable upon the occurrence of certain triggering events. On October 29, 2018, the Board of Directors of the Company concluded that the Company’s previously issued financial statements, contained within the Company’s quarterly report on Form 10-Q for the period ended May 31, 2018 should no longer be relied upon. The Financial Statements erroneously calculated the Company’s warrant derivative liability. The Company plans to amend and restate the Financial Statements to account for the Company’s error as soon as practicable. The Company’s management discussed the matters with the Company’s independent registered accounting firm. On November 28, 2018, the Company repurchased 27,271,500 shares of the Company’s common stock (the “Shares”) from two shareholders in a series of private transactions. The Shares were repurchased by the Company for the par value of the Shares or a total of $27,271. Prior to the repurchase the Shares represented approximately 34% of the Company’s outstanding common stock. On December 13, 2018, the Board of Directors (the “Board”) of the Company elected Michael Young to serve as Chairman of the Board, effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018. Mr. Young will receive $25,000 in annual compensation for his services as a director and Chairman. In connection with his appointment Mr. Young has also received five-year options to purchase 500,000 shares of the Company’s common stock (the “Options”) at the exercise price of $0.26 per share. The Options will vest in four quarterly installments over a one-year period starting on January 1, 2019. In December 2018, Mr. Young also acquired 12 million shares of the Company’s common stock pursuant to a securities purchase agreement with David Lelong, the Chief Executive Officer and director of the Company, for a total purchase price of $120,000. In December 2018 the Company closed on a private placement where it received proceeds of approximately $2.8 million before fees from the sale of units of common stock and warrants. In connection with the private placement the Company authorized the issuance of a total of 37,066,668 units where each unit consisted of one share of common stock and a warrant to purchase one half of a share of common stock. At December 20, 2018, a total of 35,599,987 of these shares have been issued. In December 2018 the Company acquired a minority interest in TruPet, a limited liability company that provides nutritional food, supplements, and pet care products for dogs, cats, and horses. We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of August 31st. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had cash and cash equivalents of $299,186 and $1,442 as of May 31, 2018 and August 31, 2017, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method. The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at May 31, 2018 and August 31, 2017. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets generally arise from business combinations accounted for under the purchase method. The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired. |
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows: Computer equipment 5 years Furniture and fixtures 7 years As of May 31, 2018, and August 31, 2017, the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 for the three and nine months ended May 31, 2018 and 2017. Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue from product sales upon product delivery. All of our products are shipped through a third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the FASB establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1 - fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2 - fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018 and August 31, 2017. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common stock outstanding. Diluted net loss per share of common stock is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of shares of common stock outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 1 - Nature of Business a_2
Note 1 - Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows: Computer equipment 5 years Furniture and fixtures 7 years |
Note 2 - Restatement of Finan_2
Note 2 - Restatement of Financial Statements (Tables) | 9 Months Ended |
May 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The effects of the restatement on the Company’s consolidated balance sheet as of May 31, 2018 are as follows: May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Current assets - discontinued operations $ 3,897,293 $ (3,887,878 ) (1 ) $ 9,415 Total current assets $ 4,210,563 $ (3,887,878 ) (1 ) $ 322,685 Total Assets $ 4,210,563 $ (3,887,878 ) (1 ) $ 322,685 Accounts payable and accrued liabilities $ 182,726 $ (117,534 ) (2 ) $ 65,192 Derivative liability $ 880,192 $ 1,280,613 (3 ) $ 2,160,805 Current liabilities - discontinued operations $ 5,594,700 $ 11,641,297 (4 ) $ 17,235,997 Total current liabilities $ 6,909,785 $ 12,804,376 (5 ) $ 19,714,161 Additional paid-in capital $ 6,444,585 $ (3,094,777 ) (6 ) $ 3,349,808 Accumulated deficit $ (9,224,295 ) $ (13,597,477 ) (7 ) $ (22,821,772 ) Total stockholders' equity (deficit) $ (2,699,222 ) $ (16,692,254 ) (8 ) $ (19,391,476 ) Total liabilities and stockholders' equity (deficit) $ 4,210,563 $ (3,887,878 ) (9 ) $ 322,685 Three Months Ended May 31, 2018 As Previously Restatement Reported Adjustment As Restated Interest expense $ (797,258 ) $ 430,467 (10 ) $ (366,791 ) Gain (loss) on restructuring of debt $ 10,226 $ 1,162,767 (11 ) $ 1,172,993 Gain (loss) on conversion of debt $ - $ (139,325 ) (12 ) $ (139,325 ) Change in fair value of derivative liability $ (456,043 ) $ (492,089 ) (13 ) $ (948,132 ) Total other income (expense), net $ (1,243,075 ) $ (961,820 ) (14 ) $ (281,255 ) Net loss from continuing operations $ (1,482,586 ) $ (961,820 ) (15 ) $ (520,764 ) Net income (loss) from discontinued operations $ (3,571,043 ) $ (13,928,166 ) (13 ) $ (17,499,209 ) Consolidated Net loss $ (5,053,629 ) $ (12,966,344 ) (14 ) $ (18,019,973 ) Net loss per share - continuing operations: basic and diluted $ (0.02 ) $ (0.01 ) $ (0.01 ) Net loss per share - discontinued operations: basic and diluted $ (0.04 ) $ (0.17 ) $ (0.22 ) Weighted average shares outstanding - basic and diluted 79,683,842 - 79,683,842 Nine Months Ended May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Interest expense $ (1,702,312 ) $ 816,325 (10a ) $ (885,987 ) Gain (loss) on restructuring of debt $ 149,549 $ 877,711 (11a ) $ 1,027,260 Gain (loss) on conversion of debt $ - $ (474,649 ) (12a ) $ (474,649 ) Change in fair value of derivative liability $ (601,048 ) $ (888,700 ) (13a ) $ (1,489,748 ) Total other income (expense), net $ (2,153,811 ) $ (330,687 ) (14a ) $ (1,823,124 ) Net loss from continuing operations $ (2,544,780 ) $ (330,687 ) (15a ) $ (2,214,091 ) Net income (loss) from discontinued operations $ (3,571,043 ) $ (13,928,166 ) (13 ) $ (17,499,209 ) Consolidated Net loss $ (6,115,823 ) $ (13,597,477 ) (14 ) $ (19,713,300 ) Net loss per share - continuing operations: basic and diluted $ (0.03 ) $ (0.01 ) $ (0.03 ) Net loss per share - discontinued operations: basic and diluted $ (0.05 ) $ (0.18 ) $ (0.22 ) Weighted average shares outstanding - basic and diluted 79,039,656 - 79,039,656 Nine Months Ended May 31, 2018 As Previously Restatement Reported Adjustment Note As Restated Net loss - continuing operations $ (2,544,780 ) $ 330,689 (15a ) $ (2,214,091 ) Derivative expense $ 1,056,966 $ 880,462 (18 ) $ 1,937,428 Amortization of discount on convertible debt $ 1,033,549 $ (682,689 ) (19 ) $ 350,860 Gain on note exchange $ (149,549 ) $ (877,711 ) (20 ) $ (1,027,260 ) Loss on conversion of debt $ - $ 474,649 (21 ) $ 474,649 Accounts payable and accrued liabilities $ 226,426 $ (494,182 ) (22 ) $ (267,756 ) Net cash used in operating activities - continuing operations $ (336,429 ) $ (368,782 ) (23 ) $ (705,211 ) Net cash used in operating activities - discontinued operations $ (367,327 ) $ 368,782 (23 ) $ 1,455 Net increase in cash and cash equivalents - continuing operations $ 665,071 $ (368,782 ) (23 ) $ 296,289 Net increase in cash and cash equivalents - discontinued operations $ (367,327 ) $ 368,782 (23 ) $ 1,455 (1) $3,887,878: Write-off of the balance of the note receivable related to discontinued operations recorded during the period ended May 31, 2018 in the financial statements as originally filed, not recorded during the period ended May 31, 2018 as amended. (2) ($117,534): Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations in the financial statements as amended. (3) $1,280,613: (i) $570,953: A derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $177,499: A derivative liability associated with the issuance of 500,000 warrants was not recorded in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $532,161: mark to market of the derivative liability associated with 2,054,405 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended. (4) $11,641,297: (i) $7,988,090: Fair value of derivative liabilities in connection with 25,000,000 warrants were charged to additional paid-in capital in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (ii) $3,535,673: Revaluation of the derivative liability associated with the 25,000,000 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (iii) (5) $12,804,376: Net of (2), (3), and (4) above. (6) $3,094,777: (i) $570,953: Fair value of the derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $7,988,090: Fair value of a derivative liability in connection with 25,000,000 warrants in the amount of was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $6,387,081: Fair value of 15,000,000 warrants cancelled in August, 2018, charged to additional paid-in capital in the financial statements as originally filed; not recorded in the financial statements as amended; (iv) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. (7) $13,597,477: (i) $4,490,270 write-off of note receivable associated with discontinued operations in the amended financial statement, not in the financial statements as filed; (ii) $3,535,673 revaluation of derivative liability related to 25,000,000 warrants as of May 31, 2018 in the amended financial statements, not in the financial statements as originally filed; (iii) $177,499 derivative expense – excess value of the derivative liability associated with 500,000 warrants in the amended financial statements, not in the financial statements as originally filed; (iv) $532,161 mark to market 2,054,405 warrants in the amended financial statements, not in the financial statements as originally filed; (v) $602,392: revaluation of Bitcoin at August 21, 2018 made in original financial statements, not in amended financial statements; (vi) $6,387,081: gain on cancellation of 15,000,000 warrants recorded in the financial statements as originally filed, not in the amended financial statements; (vii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. (8) $16,692,254: Net of (6) and (7) above. (9) $3,887,878: Net of (5) and (8) above. (10) $430,467: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $490,432. (10a) $816,325: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $876,290. (11) $1,162,767: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $1,162,767. (11a) $877,711: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $877,711. (12) $139,325: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $139,325. (12a) $474,649: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $474,649. (13) $492,089: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $40,072. (13a) $888,700: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $356,539. (14): $961,820: Net of (10), (11), (12), and (13) above. (14a): $330,687: Net of (10a), (11a), (12a), and (13a) above. (15) $961,820: Same as (14) above. (15a): $330,687: Same as (15a) above. (16) $13,928,166: (i) $4,490,270 Write off of note receivable in amended financial statements, not in financial statements as originally filed; (ii) $3,535,673 Revaluation of derivative liability associated with 25,000,000 warrants at May 31, 2018 in amended financial statements, not in financial statements as originally filed; (iii) $602,392 Revaluation of Bitcoin at August 21, 2018 in financial statements as originally filed, not in amended financial statements; (iv) $6,387,081 gain on cancellation of 15,000,000 warrants in financial statements as originally filed, not in amended financial statements; (v) $117,534 interest on note payable in discontinued operations in financial statements as amended, in continuing operations in financial statements as originally filed. (17) $12,966,344: Total of (15) and (16) above. (17a) $13,957,477: Net of (15a) and (16) above. (18) $880,462: (i) $111,281 revaluation of non-warrant derivative liabilities at 11.30.17; (ii) $259,491: revaluation of non-warrant derivative liabilities at 02.28.18; (iii) $119,964: $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (iv) $412,197: revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (v) $22,592: net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (19) $682,689: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (20) $877,711: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (21): $474,649: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. (22) $494,181: Amount transferred to discontinued operations in the financial statements as amended. (23) $368,782: Sum of (15a), (18), (19), (20), (21), and (22) above. |
Note 4 - Discontinued Operati_2
Note 4 - Discontinued Operations (Tables) - Yield Endurance [Member] | 9 Months Ended |
May 31, 2018 | |
Discontinue Operations in the Consolidated Balance Sheets [Member] | |
Note 4 - Discontinued Operations (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets: May 31, August 31, 2018 2017 Current assets - discontinued operations: Accounts receivable $ 9,415 $ - BTC loan Receivable, net of original issue discount of $500,000 5,000,000 - Reserve for BTC loan Receivable (5,000,000 ) - Total current assets - discontinued operations: $ 9,415 $ - Current liabilities - discontinued operations: Accrued liabilities $ 212,234 $ - Derivative liabilities 11,523,763 Senior note payable 5,500,000 - Total current liabilities - discontinued operations: $ 17,235,997 $ - |
Discontinued Operations in the Consolidated Statement of Operations [Member] | |
Note 4 - Discontinued Operations (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the three and nine months ended May 31, 2018: Three Months Ended May 31, 2018 Share income $ (10,870 ) $ - Sales, general and administrative 368,782 - Interest expense 8,605,624 - Mark to market BTC 509,730 - Mark to market derivative liability 3,535,673 Reserve for uncollectible note receivable 4,490,270 - Loss from discontinued operations, net of tax $ 17,499,209 $ - Nine Months Ended May 31, 2018 Share income $ (10,870 ) $ - Sales, general and administrative 368,782 - Interest expense 8,605,624 - Mark to market BTC 509,730 - Mark to market derivative liability 3,535,673 Reserve for uncollectible note receivable s 4,490,270 - Loss from discontinued operations, net of tax $ 17,499,209 $ - |
Discontinued Operations on the Consolidated Statements of Cash Flows [Member] | |
Note 4 - Discontinued Operations (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: Nine Months Ended May 31, 2018 May 31, 2017 Income (Loss) $ (17,499,209 ) Amortization of debt discount $ 5,500,000 $ - Reserve BTC note receivable $ 5,000,000 Mark to market fair value of derivative liability $ 3,535,673 Warrant value in excess of note $ 2,988,090 $ - Loss on value of BTC $ 509,730 $ - Accrued liabilities $ 486,316 $ - |
Note 5 - Accounts Payable and_2
Note 5 - Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consist of the following: May 31, 2018 August 31, 2017 Trade accounts payable $ 23,815 $ 106,726 Payroll and related 16,165 9,179 Accrued interest 25,212 16,661 Total $ 65,192 $ 132,566 |
Note 7 - Derivative Liability (
Note 7 - Derivative Liability (Tables) | 9 Months Ended |
May 31, 2018 | |
Disclosure Text Block [Abstract] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. See note 7. The GAAP required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the nine months ended May 31, 2018: Derivative Liability Liabilities Measured at Fair Value Balance as of August 31, 2017 $ 312,878 Issuances 1,962,098 Conversions / redemptions (1,247,380 ) Revaluation 1,133,209 Balance as of May 31, 2018 $ 2,160,805 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The derivative liabilities incurred valued based upon the following assumptions and key inputs at May 31, 2018 and August 31, 2017: May 31, August 31, Assumption 2018 2017 Expected dividends: 0 % 0 % Expected volatility: 121.1 – 246.8 % 37.8– 276.9 % Expected term (years): 0.21 – 1.00 0.04 – 0.50 Risk free interest rate: 0.97 – 2.08 % 0.26– 0.98 % Stock price $ 0.35 – 1.11 $ 0.51 – 1.97 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Tables) | 9 Months Ended |
May 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at May 31, 2018: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.01 27,054,405 4.78 $ 0.01 27,054,405 $ 0.01 Total 27,054,405 4.78 $ 0.01 27,054,405 $ 0.01 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows: Number of Weighted Average Warrants Exercise Price Warrants outstanding at August 31, 2017 - $ - Granted 27,054,405 0.01 Exercised - - Cancelled / Expired - - Warrants outstanding at May 31, 2018 27,054,405 $ 0.01 |
Note 11 - Fair Value of Finan_2
Note 11 - Fair Value of Financial Instruments (Tables) | 9 Months Ended |
May 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2018 and August 31, 2017. May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 2,160,805 $ 2,160,805 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 312,878 $ 312,878 |
Note 1 - Nature of Business a_3
Note 1 - Nature of Business and Significant Accounting Policies (Details) - USD ($) | Mar. 14, 2018 | Mar. 02, 2018 | May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Aug. 31, 2016 |
Accounting Policies [Abstract] | ||||||||
BTC Value | $ 5,000,000 | $ 5,000,000 | ||||||
Class of Warrant or Rights Granted (in Shares) | 25,000,000 | 27,054,405 | ||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | |||||||
BTC Yield | 10.00% | |||||||
BTC Yield, Description | 50% of the income in excess of the first 10% on all BTC loans made by Madison using Yield’s BTC. | |||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | 299,186 | $ 1,484 | 299,186 | $ 1,484 | $ 1,442 | $ 10,197 | ||
Depreciation | $ 0 | $ 0 | $ 0 | $ 0 |
Note 1 - Nature of Business a_4
Note 1 - Nature of Business and Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment, Estimated Useful Lives | 9 Months Ended |
May 31, 2018 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Note 2 - Restatement of Finan_3
Note 2 - Restatement of Financial Statements (Details) - Restatement Adjustment [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |||||
May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | May 31, 2018 | ||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Assets, Current | [1] | $ (3,887,878) | $ (3,887,878) | ||||
Accounts Payable and Accrued Liabilities, Current | [2] | (117,534) | (117,534) | ||||
Derivative Liability, Current | [3] | 1,280,613 | 1,280,613 | ||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | [4] | 11,641,297 | 11,641,297 | ||||
Liabilities, Current | [5] | 12,804,376 | 12,804,376 | ||||
Additional Paid in Capital | [6] | (3,094,777) | (3,094,777) | ||||
Net Effect of Changes in Certain Convertible Notes | 922,815 | 22,592 | |||||
Retained Earnings (Accumulated Deficit) | [7] | (13,597,477) | (13,597,477) | ||||
Stockholders' Equity Attributable to Parent | [8] | (16,692,254) | (16,692,254) | ||||
Liabilities and Equity | [9] | (3,887,878) | (3,887,878) | ||||
Interest Expense | (430,467) | [10] | (816,325) | [11] | |||
Net Effect of Changes in Certain Convertible Notes | 490,432 | ||||||
Net Effect of Changes in Certain Convertible Notes | 816,325 | ||||||
Net Effect of Changes in Certain Convertible Notes | 876,290 | ||||||
Net Effect of Changes in Certain Convertible Notes | 1,162,767 | ||||||
Net Effect of Changes in Certain Convertible Notes | 877,711 | ||||||
Net Effect of Changes in Certain Convertible Notes | 139,325 | ||||||
Net Effect of Changes in Certain Convertible Notes | 474,649 | ||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | (492,089) | [12] | (888,700) | [13] | |||
Net Effect of Changes in Certain Convertible Notes | 40,072 | ||||||
Net Effect of Changes in Certain Convertible Notes | 356,539 | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | [12] | (13,928,166) | (13,928,166) | ||||
Net Income (Loss) Attributable to Parent | [14] | (12,966,344) | (13,597,477) | ||||
Derivative, Gain (Loss) on Derivative, Net | 880,462 | $ 259,491 | $ 111,281 | (880,462) | [15] | ||
Amortization of Debt Discount (Premium) | [16] | (682,689) | |||||
(Gain) Loss on Conversion | 139,325 | [17] | 474,649 | [18],[19] | |||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | [19] | (494,182) | |||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | [20] | (368,782) | |||||
Fair Value of 15,000,000 Warrants Cancelled in August, 2018 [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Additional Paid in Capital | (6,387,081) | (6,387,081) | |||||
Derivative Liability Associated With Issuance of 500,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Derivative Liability, Current | 177,499 | 177,499 | |||||
Mark to Market of Derivative Liability Associated With Issuance of 2,054,405 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Derivative Liability, Current | 532,161 | 532,161 | |||||
Derivative Liability Associated With Issuance of 25,000,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 7,988,090 | 7,988,090 | |||||
Additional Paid in Capital | 7,988,090 | 7,988,090 | |||||
Revaluation of Derivative Liability Associated With Issuance of 25,000,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 3,535,673 | 3,535,673 | |||||
Derivative Liability Associated With Convertible Note Payable [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Additional Paid in Capital | (570,953) | (570,953) | |||||
Revaluation of Derivative Liability Associated With 1,554,405 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Warrants and Rights Outstanding | 1,554,405 | 1,554,405 | |||||
Derivative, Gain (Loss) on Derivative, Net | 412,197 | ||||||
Revaluation of Derivative Liability Associated With 500,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Warrants and Rights Outstanding | 500,000 | 500,000 | |||||
Derivative, Gain (Loss) on Derivative, Net | 119,964 | ||||||
Discontinued Operations [Member] | Loan Payable [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Accounts Payable and Accrued Liabilities, Current | (117,534) | (117,534) | |||||
Write-off of the Balance of the Note Receivable Related to Discontinued Operations [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Assets, Current | (3,887,878) | (3,887,878) | |||||
Charged to Additional Paid-in Capital [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Derivative Liability, Current | 570,953 | 570,953 | |||||
Accrued Interest on the Loan Payable Related to Discontinued Operations [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Interest Expense | (117,534) | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 117,534 | ||||||
Accrued Interest on the Loan Payable Related to Discontinued Operations [Member] | Discontinued Operations [Member] | Loan Payable [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 117,534 | 117,534 | |||||
Write-off of Note Receivable Associated With Discontinued Operations [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (4,490,270) | (4,490,270) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 4,490,270 | ||||||
Revaluation of Derivative Liability Associated With Issuance of 25,000,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (3,535,673) | (3,535,673) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (3,535,673) | ||||||
Excess Value of Derivative Liability Associated With Issuance of 500,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (177,499) | (177,499) | |||||
Mark to Market of Derivative Liability Associated With Issuance of 2,054,405 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (532,161) | (532,161) | |||||
Revaluation of Bitcoin at August 21, 2018 [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (602,392) | (602,392) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 602,392 | ||||||
Gain on Cancellation of 15,000,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Retained Earnings (Accumulated Deficit) | (6,387,081) | (6,387,081) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 6,387,081 | ||||||
Net Income (Loss) Attributable to Parent | $ 12,966,344 | ||||||
Derivative in Excess of Principal Amount of Note Associated With 500,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Interest Expense | 177,499 | ||||||
Revaluation of Derivative Liability Associated With 500,000 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | (119,964) | ||||||
Revaluation of Derivative Liability Associated With 1,554,405 Warrants [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | (412,197) | ||||||
Amount Transferred to Discontinued Operations [Member] | |||||||
Note 2 - Restatement of Financial Statements (Details) [Line Items] | |||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | $ 494,181 | ||||||
[1] | $3,887,878: Write-off of the balance of the note receivable related to discontinued operations recorded during the period ended May 31, 2018 in the financial statements as originally filed, not recorded during the period ended May 31, 2018 as amended. | ||||||
[2] | ($117,534): Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations in the financial statements as amended. | ||||||
[3] | $1,280,613: (i) $570,953: A derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $177,499: A derivative liability associated with the issuance of 500,000 warrants was not recorded in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $532,161: mark to market of the derivative liability associated with 2,054,405 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended. | ||||||
[4] | $11,641,297: (i) $7,988,090: Fair value of derivative liabilities in connection with 25,000,000 warrants were charged to additional paid-in capital in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (ii) $3,535,673: Revaluation of the derivative liability associated with the 25,000,000 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (iii) $117,534: Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations as amended. | ||||||
[5] | $12,804,376: Net of (2), (3), and (4) above. | ||||||
[6] | $3,094,777: (i) $570,953: Fair value of the derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $7,988,090: Fair value of a derivative liability in connection with 25,000,000 warrants in the amount of was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $6,387,081: Fair value of 15,000,000 warrants cancelled in August, 2018, charged to additional paid-in capital in the financial statements as originally filed; not recorded in the financial statements as amended; (iv) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. | ||||||
[7] | $13,597,477: (i) $4,490,270 write-off of note receivable associated with discontinued operations in the amended financial statement, not in the financial statements as filed; (ii) $3,535,673 revaluation of derivative liability related to 25,000,000 warrants as of May 31, 2018 in the amended financial statements, not in the financial statements as originally filed; (iii) $177,499 derivative expense - excess value of the derivative liability associated with 500,000 warrants in the amended financial statements, not in the financial statements as originally filed; (iv) $532,161 mark to market 2,054,405 warrants in the amended financial statements, not in the financial statements as originally filed; (v) $602,392: revaluation of Bitcoin at August 21, 2018 made in original financial statements, not in amended financial statements; (vi) $6,387,081: gain on cancellation of 15,000,000 warrants recorded in the financial statements as originally filed, not in the amended financial statements; (vii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. | ||||||
[8] | $16,692,254: Net of (6) and (7) above. | ||||||
[9] | $3,887,878: Net of (5) and (8) above. | ||||||
[10] | $430,467: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $490,432. | ||||||
[11] | $816,325: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $876,290. | ||||||
[12] | $492,089: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $40,072. | ||||||
[13] | $888,700: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $356,539. | ||||||
[14] | $961,820: Net of (10), (11), (12), and (13) above. | ||||||
[15] | $880,462: (i) $111,281 revaluation of non-warrant derivative liabilities at 11.30.17; (ii) $259,491: revaluation of non-warrant derivative liabilities at 02.28.18; (iii) $119,964: $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (iv) $412,197: revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (v) $22,592: net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. | ||||||
[16] | $682,689: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. | ||||||
[17] | $139,325: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $139,325. | ||||||
[18] | $474,649: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $474,649. | ||||||
[19] | $494,181: Amount transferred to discontinued operations in the financial statements as amended. | ||||||
[20] | $368,782: Sum of (15a), (18), (19), (20), (21), and (22) above. |
Note 2 - Restatement of Finan_4
Note 2 - Restatement of Financial Statements (Details) - Schedule of Restatement of Financial Statements - USD ($) | Jan. 17, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Current assets - discontinued operations | $ 9,415 | $ 9,415 | |||||||||
Total current assets | 322,685 | 322,685 | $ 16,324 | ||||||||
Total Assets | 322,685 | 322,685 | 16,324 | ||||||||
Accounts payable and accrued liabilities | 65,192 | 65,192 | 132,566 | ||||||||
Derivative liability | 2,160,805 | 2,160,805 | 312,878 | ||||||||
Current liabilities - discontinued operations | 17,235,997 | 17,235,997 | 0 | ||||||||
Total current liabilities | 19,714,161 | 19,714,161 | 1,199,198 | ||||||||
Additional paid-in capital | 3,349,808 | 3,349,808 | 1,852,743 | ||||||||
Accumulated deficit | (22,821,772) | (22,821,772) | (3,108,472) | ||||||||
Total stockholders' equity (deficit) | (19,391,476) | (19,391,476) | (1,182,874) | ||||||||
Total liabilities and stockholders' equity (deficit) | 322,685 | 322,685 | $ 16,324 | ||||||||
Interest expense | (366,791) | $ (274,693) | (885,987) | $ (658,758) | |||||||
Gain (loss) on restructuring of debt | 1,172,993 | 0 | 1,027,260 | 0 | |||||||
Gain (loss) on conversion of debt | (139,325) | $ (122,878) | 0 | (474,649) | 0 | ||||||
Change in fair value of derivative liability | (948,132) | (75,998) | (1,489,748) | (342,270) | |||||||
Total other income (expense), net | (281,255) | (350,691) | (1,823,124) | (1,001,028) | |||||||
Net loss from continuing operations | (520,764) | (465,671) | (2,214,091) | (1,421,384) | |||||||
Net income (loss) from discontinued operations | (17,499,209) | 0 | (17,499,209) | 0 | |||||||
Consolidated Net loss | $ (18,019,973) | $ (465,671) | $ (19,713,300) | $ (1,421,384) | |||||||
Net loss per share - continuing operations: basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | |||||||
Net loss per share - discontinued operations: basic and diluted | $ (0.22) | $ (0.01) | $ (0.22) | $ (0.02) | |||||||
Weighted average shares outstanding - basic and diluted (in Shares) | 79,683,842 | 77,875,973 | 79,039,656 | 77,816,280 | |||||||
Net loss - continuing operations | $ (2,214,091) | $ (1,421,384) | |||||||||
Derivative expense | $ (396,611) | 1,937,428 | 342,270 | ||||||||
Amortization of discount on convertible debt | 350,860 | 625,853 | |||||||||
Gain on note exchange | $ (1,172,993) | $ 0 | (1,027,260) | 0 | |||||||
Loss on conversion of debt | 139,325 | 122,878 | $ 0 | 474,649 | 0 | ||||||
Accounts payable and accrued liabilities | (267,756) | 73,563 | |||||||||
Net cash used in operating activities - continuing operations | (705,211) | (87,713) | |||||||||
Net cash used in operating activities - discontinued operations | 1,455 | 0 | |||||||||
Net increase in cash and cash equivalents | 296,289 | (8,713) | |||||||||
Net increase in cash and cash equivalents | 1,455 | $ 0 | |||||||||
Previously Reported [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Current assets - discontinued operations | 3,897,293 | 3,897,293 | |||||||||
Total current assets | 4,210,563 | 4,210,563 | |||||||||
Total Assets | 4,210,563 | 4,210,563 | |||||||||
Accounts payable and accrued liabilities | 182,726 | 182,726 | |||||||||
Derivative liability | 880,192 | 880,192 | |||||||||
Current liabilities - discontinued operations | 5,594,700 | 5,594,700 | |||||||||
Total current liabilities | 6,909,785 | 6,909,785 | |||||||||
Additional paid-in capital | 6,444,585 | 6,444,585 | |||||||||
Accumulated deficit | (9,224,295) | (9,224,295) | |||||||||
Total stockholders' equity (deficit) | (2,699,222) | (2,699,222) | |||||||||
Total liabilities and stockholders' equity (deficit) | 4,210,563 | 4,210,563 | |||||||||
Interest expense | (797,258) | (1,702,312) | |||||||||
Gain (loss) on restructuring of debt | 10,226 | 149,549 | |||||||||
Gain (loss) on conversion of debt | 0 | 0 | |||||||||
Change in fair value of derivative liability | (456,043) | (601,048) | |||||||||
Total other income (expense), net | (1,243,075) | (2,153,811) | |||||||||
Net loss from continuing operations | (1,482,586) | (2,544,780) | |||||||||
Net income (loss) from discontinued operations | (3,571,043) | (3,571,043) | |||||||||
Consolidated Net loss | $ (5,053,629) | $ (6,115,823) | |||||||||
Net loss per share - continuing operations: basic and diluted (in Dollars per share) | $ (0.02) | $ (0.03) | |||||||||
Net loss per share - discontinued operations: basic and diluted | $ (0.04) | $ (0.05) | |||||||||
Weighted average shares outstanding - basic and diluted (in Shares) | 79,683,842 | 79,039,656 | |||||||||
Net loss - continuing operations | $ (2,544,780) | ||||||||||
Derivative expense | 1,056,966 | ||||||||||
Amortization of discount on convertible debt | 1,033,549 | ||||||||||
Gain on note exchange | $ (10,226) | (149,549) | |||||||||
Loss on conversion of debt | 0 | 0 | |||||||||
Accounts payable and accrued liabilities | 226,426 | ||||||||||
Net cash used in operating activities - continuing operations | (336,429) | ||||||||||
Net cash used in operating activities - discontinued operations | (367,327) | ||||||||||
Restatement Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Current assets - discontinued operations | [1] | (3,887,878) | (3,887,878) | ||||||||
Total current assets | [1] | (3,887,878) | (3,887,878) | ||||||||
Total Assets | [1] | (3,887,878) | (3,887,878) | ||||||||
Accounts payable and accrued liabilities | [2] | (117,534) | (117,534) | ||||||||
Derivative liability | [3] | 1,280,613 | 1,280,613 | ||||||||
Current liabilities - discontinued operations | [4] | 11,641,297 | 11,641,297 | ||||||||
Total current liabilities | [5] | 12,804,376 | 12,804,376 | ||||||||
Additional paid-in capital | [6] | (3,094,777) | (3,094,777) | ||||||||
Accumulated deficit | [7] | (13,597,477) | (13,597,477) | ||||||||
Total stockholders' equity (deficit) | [8] | (16,692,254) | (16,692,254) | ||||||||
Total liabilities and stockholders' equity (deficit) | [9] | (3,887,878) | (3,887,878) | ||||||||
Interest expense | 430,467 | [10] | 816,325 | [11] | |||||||
Gain (loss) on restructuring of debt | 1,162,767 | [12] | 877,711 | [13],[14] | |||||||
Gain (loss) on conversion of debt | (139,325) | [15] | (474,649) | [16],[17] | |||||||
Change in fair value of derivative liability | (492,089) | [18] | (888,700) | [19] | |||||||
Total other income (expense), net | (961,820) | [20] | (330,687) | [21] | |||||||
Net loss from continuing operations | (961,820) | [22] | (330,687) | [23] | |||||||
Net income (loss) from discontinued operations | [18] | (13,928,166) | (13,928,166) | ||||||||
Consolidated Net loss | [20] | $ (12,966,344) | $ (13,597,477) | ||||||||
Net loss per share - continuing operations: basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | |||||||||
Net loss per share - discontinued operations: basic and diluted | $ (0.17) | $ (0.18) | |||||||||
Weighted average shares outstanding - basic and diluted (in Shares) | 0 | 0 | |||||||||
Net loss - continuing operations | [23] | $ 330,689 | |||||||||
Derivative expense | $ (880,462) | $ (259,491) | $ (111,281) | 880,462 | [24] | ||||||
Amortization of discount on convertible debt | [25] | (682,689) | |||||||||
Gain on note exchange | (1,162,767) | [12] | (877,711) | [13],[14] | |||||||
Loss on conversion of debt | $ 139,325 | [15] | 474,649 | [16],[17] | |||||||
Accounts payable and accrued liabilities | [17] | (494,182) | |||||||||
Net cash used in operating activities - continuing operations | [26] | (368,782) | |||||||||
Net cash used in operating activities - discontinued operations | [26] | 368,782 | |||||||||
Continuing Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | 296,289 | ||||||||||
Continuing Operations [Member] | Previously Reported [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | 665,071 | ||||||||||
Continuing Operations [Member] | Restatement Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | [26] | (368,782) | |||||||||
Discontinued Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | 1,455 | ||||||||||
Discontinued Operations [Member] | Previously Reported [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | (367,327) | ||||||||||
Discontinued Operations [Member] | Restatement Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Net increase in cash and cash equivalents | [26] | $ 368,782 | |||||||||
[1] | $3,887,878: Write-off of the balance of the note receivable related to discontinued operations recorded during the period ended May 31, 2018 in the financial statements as originally filed, not recorded during the period ended May 31, 2018 as amended. | ||||||||||
[2] | ($117,534): Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations in the financial statements as amended. | ||||||||||
[3] | $1,280,613: (i) $570,953: A derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $177,499: A derivative liability associated with the issuance of 500,000 warrants was not recorded in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $532,161: mark to market of the derivative liability associated with 2,054,405 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended. | ||||||||||
[4] | $11,641,297: (i) $7,988,090: Fair value of derivative liabilities in connection with 25,000,000 warrants were charged to additional paid-in capital in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (ii) $3,535,673: Revaluation of the derivative liability associated with the 25,000,000 warrants not recorded in the financial statements as originally filed, charged to derivative liability in the financial statements as amended; (iii) $117,534: Accrued interest on the loan payable related to discontinued operations charged to continuing operations in the financial statements as originally filed, charged to discontinued operations as amended. | ||||||||||
[5] | $12,804,376: Net of (2), (3), and (4) above. | ||||||||||
[6] | $3,094,777: (i) $570,953: Fair value of the derivative liability associated with a convertible note payable was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (ii) $7,988,090: Fair value of a derivative liability in connection with 25,000,000 warrants in the amount of was charged to additional paid-in capital in the financial statements as originally filed, and charged to derivative liability in the financial statements as amended; (iii) $6,387,081: Fair value of 15,000,000 warrants cancelled in August, 2018, charged to additional paid-in capital in the financial statements as originally filed; not recorded in the financial statements as amended; (iv) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. | ||||||||||
[7] | $13,597,477: (i) $4,490,270 write-off of note receivable associated with discontinued operations in the amended financial statement, not in the financial statements as filed; (ii) $3,535,673 revaluation of derivative liability related to 25,000,000 warrants as of May 31, 2018 in the amended financial statements, not in the financial statements as originally filed; (iii) $177,499 derivative expense - excess value of the derivative liability associated with 500,000 warrants in the amended financial statements, not in the financial statements as originally filed; (iv) $532,161 mark to market 2,054,405 warrants in the amended financial statements, not in the financial statements as originally filed; (v) $602,392: revaluation of Bitcoin at August 21, 2018 made in original financial statements, not in amended financial statements; (vi) $6,387,081: gain on cancellation of 15,000,000 warrants recorded in the financial statements as originally filed, not in the amended financial statements; (vii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $922,815. | ||||||||||
[8] | $16,692,254: Net of (6) and (7) above. | ||||||||||
[9] | $3,887,878: Net of (5) and (8) above. | ||||||||||
[10] | $430,467: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $490,432. | ||||||||||
[11] | $816,325: (i) $117,534 interest on note payable charged to continuing operations in the financial statements as originally filed, moved to discontinued operations in the amended financial statements; (ii) $177,499: derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $876,290. | ||||||||||
[12] | $1,162,767: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $1,162,767. | ||||||||||
[13] | $877,711: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $877,711. | ||||||||||
[14] | $877,711: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. | ||||||||||
[15] | $139,325: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $139,325. | ||||||||||
[16] | $474,649: net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $474,649. | ||||||||||
[17] | $494,181: Amount transferred to discontinued operations in the financial statements as amended. | ||||||||||
[18] | $492,089: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $40,072. | ||||||||||
[19] | $888,700: (i) $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (ii) $412,197 revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; (iii) net effect of changes in connection with accounting for conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes: $356,539. | ||||||||||
[20] | $961,820: Net of (10), (11), (12), and (13) above. | ||||||||||
[21] | $330,687: Net of (10a), (11a), (12a), and (13a) above. | ||||||||||
[22] | $961,820: Same as (14) above. | ||||||||||
[23] | $330,687: Same as (15a) above. | ||||||||||
[24] | $880,462: (i) $111,281 revaluation of non-warrant derivative liabilities at 11.30.17; (ii) $259,491: revaluation of non-warrant derivative liabilities at 02.28.18; (iii) $119,964: $119,964 revaluation of derivative liability associated with 500,000 warrants in the amended financial statement, not in the financial statements as originally filed; (iv) $412,197: revaluation of derivative liability associated with 1,554,405 warrants in the amended financial statement, not in the financial statements as originally filed; derivative in excess of principal amount of note associated with 500,000 warrants in amended financial statements, not recorded in financial statements as originally filed; (v) $22,592: net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. | ||||||||||
[25] | $682,689: Net change attributable to accounting change for gain or loss due to conversion of convertible notes payable and accrued interest to equity, and restructure of certain convertible notes. | ||||||||||
[26] | $368,782: Sum of (15a), (18), (19), (20), (21), and (22) above. |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (22,821,772) | $ (3,108,472) |
Working Capital (Deficit) | $ (19,391,476) |
Note 4 - Discontinued Operati_3
Note 4 - Discontinued Operations (Details) - Yield Endurance [Member] - Subsequent Event [Member] - USD ($) $ in Millions | 1 Months Ended | |
Aug. 20, 2018 | Aug. 21, 2018 | |
Note 4 - Discontinued Operations (Details) [Line Items] | ||
Guaranty Liabilities | $ 5.5 | |
Restructuring Agreement, Terms | Pursuant to the terms of the Restructuring Agreement, the parties agreed to modify the terms of the Former Agreements by (a) assigning to Madison all of the capital stock of Yield to provide for the continuation of the business of Yield as a subsidiary of Madison, (b) terminating the Guaranty Agreement by and between the Company and Prism, and (c) canceling 15,000,000 of 25,000,000 the warrants issued to Prism in connection with the NPA. On the Effective Date, the Company transferred its capital stock of Yield to Madison (the “Transfer”) and terminated the Guaranty Agreement, thus, the Company’s liability for the Senior Note, as defined below, issued pursuant to the NPA, was extinguished upon the Transfer. | |
Warrants Cancelled | 15,000,000 |
Note 4 - Discontinued Operati_4
Note 4 - Discontinued Operations (Details) - Disposal Groups, Including Discontinued Operations - Yield Endurance [Member] - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | $ 9,415 | $ 0 |
BTC loan Receivable, net of original issue discount of $500,000 | 5,000,000 | 0 |
Reserve for BTC loan Receivable | (5,000,000) | 0 |
Total current assets - discontinued operations: | 9,415 | 0 |
Accrued liabilities | 212,234 | 0 |
Derivative liabilities | 11,523,763 | |
Senior note payable | 5,500,000 | 0 |
Total current liabilities - discontinued operations: | $ 17,235,997 | $ 0 |
Note 4 - Discontinued Operati_5
Note 4 - Discontinued Operations (Details) - Disposal Groups, Including Discontinued Operations (Parentheticals) | May 31, 2018USD ($) |
Yield Endurance [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Original issue discount | $ 500,000 |
Note 4 - Discontinued Operati_6
Note 4 - Discontinued Operations (Details) - Disposal Groups, Including Discontinued Operations - Yield Endurance [Member] - Discontinued Operations [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Share income | $ (10,870) | $ 0 | $ (10,870) | $ 0 |
Sales, general and administrative | 368,782 | 0 | 368,782 | 0 |
Interest expense | 8,605,624 | 0 | 8,605,624 | 0 |
Mark to market BTC | 509,730 | 0 | 509,730 | 0 |
Mark to market derivative liability | 3,535,673 | 0 | 3,535,673 | 0 |
Reserve for uncollectible note receivable | 4,490,270 | 0 | 4,490,270 | 0 |
Loss from discontinued operations, net of tax | $ 17,499,209 | $ 0 | $ 17,499,209 | $ 0 |
Note 4 - Discontinued Operati_7
Note 4 - Discontinued Operations (Details) - Disposal Groups, Including Discontinued Operations - Yield Endurance [Member] - Discontinued Operations [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (Loss) | $ (17,499,209) | $ 0 | $ (17,499,209) | $ 0 |
Amortization of debt discount | 5,500,000 | 0 | ||
Reserve BTC note receivable | 5,000,000 | 0 | ||
Mark to market fair value of derivative liability | 3,535,673 | 0 | 3,535,673 | 0 |
Warrant value in excess of note | 2,988,090 | 0 | ||
Loss on value of BTC | $ 509,730 | $ 0 | 509,730 | 0 |
Accrued liabilities | $ 486,316 | $ 0 |
Note 5 - Accounts Payable and_3
Note 5 - Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 23,815 | $ 106,726 |
Payroll and related | 16,165 | 9,179 |
Accrued interest | 25,212 | 16,661 |
Total | $ 65,192 | $ 132,566 |
Note 6 - Related Party Transa_2
Note 6 - Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Note 6 - Related Party Transactions (Details) [Line Items] | ||||||||
Due to Officers or Stockholders, Current | $ 160,000 | $ 160,000 | $ 120,000 | |||||
Repayments of Related Party Debt | 166,500 | $ 25,000 | $ 75,000 | 266,500 | $ 0 | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 3,215 | 0 | $ 0 | |||||
Chief Executive Officer [Member] | ||||||||
Note 6 - Related Party Transactions (Details) [Line Items] | ||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 0 | $ 96,000 | ||||||
Increase (Decrease) in Accounts Payable, Related Parties | $ (8,000) | |||||||
Interest Expense, Related Party | 191 | |||||||
Repayments of Related Party Debt | 166,500 | |||||||
Due to Related Parties | 0 | 0 | ||||||
Interest Payable | $ 0 | $ 0 |
Note 7 - Derivative Liability_2
Note 7 - Derivative Liability (Details) - Fair Value, Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation | 9 Months Ended |
May 31, 2018USD ($) | |
Liabilities Measured at Fair Value | |
Balance | $ 312,878 |
Issuances | 1,962,098 |
Conversions / redemptions | (1,247,380) |
Revaluation | 1,133,209 |
Balance | $ 2,160,805 |
Note 7 - Derivative Liability_3
Note 7 - Derivative Liability (Details) - Fair Value Measurements, Recurring, Valuation Techniques - $ / shares | 9 Months Ended | |
May 31, 2018 | Jan. 04, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividends: | 0.00% | |
Stock price (in Dollars per share) | $ 1.80 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility: | 121.10% | |
Expected term (years): | 76 days | |
Risk free interest rate: | 0.97% | |
Stock price (in Dollars per share) | $ 0.35 | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility: | 246.80% | |
Expected term (years): | 1 year | |
Risk free interest rate: | 2.08% | |
Stock price (in Dollars per share) | $ 1.11 |
Note 8 - Convertible Notes Pa_2
Note 8 - Convertible Notes Payable (Details) | May 31, 2018USD ($)shares | May 09, 2018USD ($) | Mar. 14, 2018$ / sharesshares | Mar. 09, 2018USD ($)$ / sharesshares | Feb. 15, 2018USD ($)$ / sharesshares | Jan. 29, 2018USD ($)shares | Jan. 28, 2018USD ($)shares | Jan. 17, 2018USD ($)$ / shares | Nov. 17, 2017USD ($)$ / shares | Nov. 16, 2017USD ($)shares | Oct. 01, 2017USD ($) | Sep. 28, 2017USD ($)shares | Apr. 04, 2017USD ($) | Jan. 04, 2017shares | May 11, 2016USD ($)$ / shares | Mar. 31, 2018USD ($) | Aug. 31, 2017USD ($)$ / shares | Nov. 30, 2016 | May 31, 2017 | Feb. 28, 2017USD ($) | May 31, 2018USD ($) | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($)shares | May 31, 2017USD ($) | Feb. 28, 2018USD ($) | May 31, 2018USD ($)shares | May 31, 2017USD ($) | Aug. 31, 2017USD ($)$ / sharesshares | Apr. 18, 2017USD ($) |
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 70,000 | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 935,037 | $ 153,234 | $ 935,037 | $ 935,037 | $ 153,234 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 35,000 | ||||||||||||||||||||||||||||
Number of Notes | 2 | 266,500 | 3 | 3 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 998,540 | 250,000 | 208,333 | ||||||||||||||||||||||||||
(Gain) Loss on Conversion | 139,325 | $ 122,878 | $ 0 | 474,649 | $ 0 | ||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 396,611 | (1,937,428) | (342,270) | ||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 1,172,993 | $ 0 | 1,027,260 | 0 | |||||||||||||||||||||||||
Interest Expense, Debt | 2,291 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 531,477 | 25,000 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 350,860 | $ 625,853 | |||||||||||||||||||||||||||
Class of Warrant or Rights Granted (in Shares) | shares | 25,000,000 | 27,054,405 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 27, 2017 | Jun. 2, 2017 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
May 2016 Convertible Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 3.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 614,258 | $ 614,258 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 424,600 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity. | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 16, 2016 | ||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 212,702 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 35,000 | ||||||||||||||||||||||||||||
Convertible Debt, Current | $ 553,976 | $ 553,976 | |||||||||||||||||||||||||||
Repayments of Debt | $ 75,000 | ||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 10 | $ 45,000 | |||||||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 78,907 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 458,333 | ||||||||||||||||||||||||||||
Debt Instrument, Description | On January 17, 2018, the holders of one of the January and February 2017 Convertible Notes in the principal amount of $241,802 (the “Lender”) purchased the remaining two January and February 2017 Convertible Notes in the aggregate principal amount of $278,309. The Company then entered into an agreement with the Lender to exchange the three January and February 2017 Convertible Notes (the “January 2018 Note Exchange”) in the aggregate principal amount of $520,111 for a new Convertible Note in the principal amount of $542,343 (the “January 2018 Convertible Note”). | ||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ 6,409 | ||||||||||||||||||||||||||||
Number of Notes Exchanged | 3 | ||||||||||||||||||||||||||||
Increase (Decrease) in Derivative Liabilities | $ 333,947 | ||||||||||||||||||||||||||||
May 2016 Convertible Notes [Member] | Two Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of Notes | 2 | ||||||||||||||||||||||||||||
Convertible Debt, Current | 494,340 | $ 494,340 | |||||||||||||||||||||||||||
May 2016 Convertible Notes [Member] | One Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of Notes | 1 | ||||||||||||||||||||||||||||
Convertible Debt, Current | $ 119,918 | $ 119,918 | |||||||||||||||||||||||||||
May 2016 Convertible Notes [Member] | Original Issue Discount [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,400 | ||||||||||||||||||||||||||||
May 2016 Convertible Notes [Member] | One Holder of May 2016 Convertible Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 17, 2017 | ||||||||||||||||||||||||||||
November 2017 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 3.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 241,250 | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,750 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity | ||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 130,252 | ||||||||||||||||||||||||||||
November 2017 Convertible Note [Member] | Series B Preferred Stock [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 265,782.83 | ||||||||||||||||||||||||||||
January 2018 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 542,343 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 351,469 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 998,540 | ||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 139,323 | ||||||||||||||||||||||||||||
Interest Expense, Debt | 13,125 | ||||||||||||||||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 730,558 | 730,558 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 933,263 | ||||||||||||||||||||||||||||
January 2018 Convertible Note [Member] | Series B Preferred Stock [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 538,186.87 | ||||||||||||||||||||||||||||
January 2018 Convertible Note [Member] | Original Issue Discount [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,982 | ||||||||||||||||||||||||||||
February 2018 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 3.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 241,250 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. | ||||||||||||||||||||||||||||
Derivative Liability, Fair Value, Gross Liability | $ 489,971 | ||||||||||||||||||||||||||||
Class of Warrant or Rights Granted (in Shares) | shares | 500,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 500,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Class of Warrant or Rights, Term | 5 years | ||||||||||||||||||||||||||||
Interest Expense, Other | 6,389 | $ 248,721 | |||||||||||||||||||||||||||
Convertible Notes Payable | $ 250,000 | 250,000 | $ 250,000 | ||||||||||||||||||||||||||
February 2018 Convertible Note [Member] | Original Issue Discount [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,750 | ||||||||||||||||||||||||||||
February 2018 Convertible Note [Member] | Discount from Derivative [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 241,250 | ||||||||||||||||||||||||||||
March 2018 Convertible Note [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 497,458 | ||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | (40,072) | 10,226 | |||||||||||||||||||||||||||
Interest Payable | $ 18,042 | ||||||||||||||||||||||||||||
March 2018 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 3.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 777,202 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 750,000 | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 27,202 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 120% during the first 90 days and 130% for the period from the 91st day through maturity. | ||||||||||||||||||||||||||||
Convertible Debt, Current | 750,000 | 750,000 | $ 750,000 | ||||||||||||||||||||||||||
Derivative Liability, Fair Value, Gross Liability | $ 349,708 | ||||||||||||||||||||||||||||
Class of Warrant or Rights Granted (in Shares) | shares | 1,554,405 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 1,554,405 | ||||||||||||||||||||||||||||
Interest Expense, Other | 13,169 | ||||||||||||||||||||||||||||
Senior Note [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term | 30 days | ||||||||||||||||||||||||||||
Principal [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 28,148 | $ 17,518 | $ 16,347 | ||||||||||||||||||||||||||
Principal [Member] | May 2016 Convertible Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 520,111 | $ 33,865 | |||||||||||||||||||||||||||
Principal [Member] | November 2017 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 250,000 | ||||||||||||||||||||||||||||
Principal [Member] | January 2018 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 28,148 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 514,195 | ||||||||||||||||||||||||||||
Interest [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,808 | $ 12,482 | $ 8,653 | ||||||||||||||||||||||||||
Interest [Member] | May 2016 Convertible Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 15,823 | $ 21,248 | |||||||||||||||||||||||||||
Interest [Member] | November 2017 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 13,125 | ||||||||||||||||||||||||||||
Interest [Member] | January 2018 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,808 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 18,610 | ||||||||||||||||||||||||||||
Convertible Debt, Option [Member] | November 2017 Convertible Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Note 8 - Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Original Issue Discount, Percentage | 3.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 48,250 | ||||||||||||||||||||||||||||
Interest Expense, Debt | $ 12,283 |
Note 9 - Related Party Notes _2
Note 9 - Related Party Notes Payable (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2017USD ($) | May 31, 2017USD ($) | Feb. 28, 2017USD ($) | May 31, 2018USD ($) | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($) | May 31, 2018USD ($) | May 31, 2017USD ($) | |
Note 9 - Related Party Notes Payable (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 70,000 | |||||||
Number of Notes | 2 | 266,500 | 3 | 3 | ||||
Proceeds from Related Party Debt | $ 27,000 | $ 134,000 | $ 35,500 | $ 35,500 | $ 204,000 | |||
Repayments of Related Party Debt | $ 166,500 | 25,000 | $ 75,000 | 266,500 | $ 0 | |||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 137 | $ 950 | ||||||
Interest Expense, Debt | 2,291 | |||||||
Due to Related Parties, Current | 0 | 0 | ||||||
Due to Other Related Parties, Current | 0 | 0 | ||||||
Interest [Member] | ||||||||
Note 9 - Related Party Notes Payable (Details) [Line Items] | ||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 3,215 | $ 4,302 |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity (Details) - USD ($) | May 30, 2018 | Jan. 28, 2018 | Nov. 16, 2017 | Sep. 28, 2017 | Jan. 04, 2017 | May 31, 2018 | Aug. 31, 2017 | May 30, 2017 |
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Issued | 1,000 | 1,000 | ||||||
Preferred Stock, Shares Outstanding | 1,000 | 1,000 | ||||||
Common Stock, Shares Authorized | 580,000,000 | 580,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares, Outstanding | 79,683,842 | 78,226,969 | ||||||
Common Stock, Shares, Issued | 79,683,842 | 78,226,969 | ||||||
Stock Issued During Period, Shares, Other | 35,000 | |||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 68,950 | |||||||
Share Price (in Dollars per share) | $ 1.80 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 998,540 | 250,000 | 208,333 | |||||
Series A Preferred Stock [Member] | ||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 1,000 | 20,000,000 | ||||||
Series B Preferred Stock [Member] | ||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 805,000 | 805,000 | 805,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.99 | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Issued | 803,969.73 | 0 | ||||||
Preferred Stock, Shares Outstanding | 803,969.73 | 0 | ||||||
Convertible Preferred Stock, Conversion Rate (in Dollars per share) | $ 0.03 | |||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||
Convertible Preferred Stock, Terms of Conversion | Under certain default condition, the Series B Convertible Preferred Stock is subject to mandatory redemption at 125%, and the conversion price resets to 75% of the market price of the Company’s common stock | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 803,969.73 | |||||||
Principal [Member] | ||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 28,148 | $ 17,518 | $ 16,347 | |||||
Interest [Member] | ||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 1,808 | $ 12,482 | $ 8,653 |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 9 Months Ended | ||
May 31, 2018 | Mar. 14, 2018 | Aug. 31, 2017 | |
Note 10 - Stockholders' Equity (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.01 | ||
Number of warrants Outstanding (in Shares) | 27,054,405 | 0 | |
Weighted average remaining contractual life | 4 years 284 days | ||
Weighted average exercise price of outstanding Warrants | $ 0.01 | $ 0 | |
Number of warrants Exercisable (in Shares) | 27,054,405 | ||
Weighted average exercise price of exercisable Warrants | $ 0.01 | ||
Warrants at $0.01 [Member] | |||
Note 10 - Stockholders' Equity (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.01 | ||
Number of warrants Outstanding (in Shares) | 27,054,405 | ||
Weighted average remaining contractual life | 4 years 284 days | ||
Weighted average exercise price of outstanding Warrants | $ 0.01 | ||
Number of warrants Exercisable (in Shares) | 27,054,405 | ||
Weighted average exercise price of exercisable Warrants | $ 0.01 |
Note 10 - Stockholders' Equit_4
Note 10 - Stockholders' Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Mar. 14, 2018 | May 31, 2018 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Warrants outstanding, Number of Warrants | 0 | |
Warrants outstanding, Weighted Average Exercise Price | $ 0 | |
Granted, Number of Warrants | 25,000,000 | 27,054,405 |
Granted, Weighted Average Exercise Price | $ 0.01 | |
Exercised, Number of Warrants | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | |
Cancelled / Expired, Number of Warrants | 0 | |
Cancelled / Expired, Weighted Average Exercise Price | $ 0 | |
Warrants outstanding, Number of Warrants | 27,054,405 | |
Warrants outstanding, Weighted Average Exercise Price | $ 0.01 |
Note 11 - Fair Value of Finan_3
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 2,160,805 | $ 312,878 |
Fair Value, Inputs, Level 1 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 2,160,805 | $ 312,878 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - Subsequent Event [Member] | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 20, 2018shares | Nov. 28, 2018USD ($)shares | Oct. 22, 2018$ / sharesshares | Aug. 21, 2018shares | Dec. 31, 2018USD ($)shares |
Note 12 - Subsequent Events (Details) [Line Items] | ||||||
Class of Warrant or Rights Cancelled or Expired | 15,000,000 | |||||
Class of Warrant or Rights Granted | 12,054,405 | |||||
Stock Repurchased During Period, Shares | 27,271,500 | |||||
Number of Shareholders | 2 | |||||
Payments for Repurchase of Common Stock (in Dollars) | $ | $ 27,271 | |||||
Equity Method Investment, Ownership Percentage | 34.00% | |||||
Stock Issued During Period, Shares, New Issues | 35,599,987 | |||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 2,800,000 | |||||
Number of Units Authorized | 37,066,668 | |||||
Unit, Description | each unit consisted of one share of common stock and a warrant to purchase one half of a share of common stock | |||||
Board of Directors Chairman [Member] | ||||||
Note 12 - Subsequent Events (Details) [Line Items] | ||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold (in Dollars) | $ | $ 25,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.26 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The Options will vest in four quarterly installments over a one-year period starting on January 1, 2019 | |||||
Stock Issued During Period, Shares, New Issues | 12,000,000 | |||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 120,000 | |||||
Series B Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 803,969.73 | |||||
Series E Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,846,356 | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.99 | |||||
Convertible Preferred Stock, Terms of Conversion | convertible into shares of the Company’s common stock at a conversion price of $0.03 per share |