Document and Entity Information
Document and Entity Information | 6 Months Ended |
Feb. 28, 2018 | |
Document and Entity Information: | |
Entity Registrant Name | Apawthecary Pets USA |
Entity Central Index Key | 1,528,697 |
Document Type | S-1/A |
Document Period End Date | Feb. 28, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Is Entity a Well-known Seasoned Issuer | No |
Is Entity a Voluntary Filer | No |
Is Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Balance Sheets
Balance Sheets - USD ($) | Feb. 28, 2018 | Aug. 31, 2017 | Aug. 31, 2016 |
Current assets | |||
Cash and cash equivalents | $ 54,369 | $ 13,380 | $ 980 |
Inventory | 7,200 | ||
Total current assets | 61,569 | 13,380 | 980 |
Total Assets | 61,569 | 13,380 | 980 |
Current liabilities | |||
Accounts payable and accrued liabilities | 13,039 | 5,333 | 3,391 |
Accounts payable due to related parties (Note 3) | 599 | 599 | 153,874 |
Due to related parties (Note 3) | 70,673 | 70,673 | 57,373 |
Total current liabilities | 84,311 | 76,605 | 214,638 |
Total Liabilities | 84,311 | 76,605 | 214,638 |
Stockholders’ deficit | |||
Capital stock (Note 4) Authorized 75,000,000 of common shares, par value $0.001 Issued and outstanding 24,827,264 common shares issued and outstanding (August 31, 2017 - 23,977,264), par value $0.001 | 24,827 | 23,977 | 22,170 |
Additional paid in capital | 349,223 | 265,073 | 86,180 |
Accumulated deficit | (396,792) | (352,275) | (322,008) |
Total stockholders’ deficit | (22,742) | (63,225) | (213,658) |
Total Liabilities and Stockholders' Deficit | $ 61,569 | $ 13,380 | $ 980 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2018 | Aug. 31, 2017 | Feb. 24, 2017 | Aug. 31, 2016 | Jan. 09, 2008 |
Stockholders' deficit | |||||
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000 | |
Common Stock, Shares Issued | 24,827,264 | 23,977,264 | 1,632,264 | 22,170,000 | |
Common Stock, Shares Outstanding | 24,827,264 | 23,977,264 | 22,170,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | |
Operating Expenses | ||||||
Professional fees | $ 24,787 | $ 2,500 | $ 32,936 | $ 4,990 | $ 13,200 | $ 12,961 |
General and administrative | 3,258 | 3,237 | 11,581 | 3,784 | 7,142 | 7,306 |
Management fees (Note 3) | 2,400 | 9,600 | 9,925 | 36,800 | ||
Rent (Note 3) | 36,800 | |||||
Total operating expenses | 28,045 | 8,137 | 44,517 | 18,374 | 30,267 | 93,867 |
Net loss | $ (28,045) | $ (8,137) | $ (44,517) | $ (18,374) | $ (30,267) | $ (93,867) |
Basic and diluted net loss per common share- basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ .00 | $ .00 |
Weighted average number of common shares - basic and diluted | 24,827,264 | 22,242,545 | 24,803,783 | 22,206,072 | 23,033,065 | 22,170,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Capital Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Amount at Aug. 31, 2015 | $ 22,170 | $ 86,180 | $ (228,141) | $ (119,791) |
Beginning balance, Shares at Aug. 31, 2015 | 22,170,000 | |||
Net loss for the year | (93,867) | (93,867) | ||
Ending balance, Amount at Aug. 31, 2016 | $ 22,170 | 86,180 | (322,008) | (213,658) |
Ending balance, Shares at Aug. 31, 2016 | 22,170,000 | |||
Shares issued for settlement for due to related party, Shares | 1,632,264 | |||
Shares issued for settlement for due to related party, Amount | $ 1,632 | 161,568 | 163,200 | |
Common shares sold for cash, Amount | 175 | 17,325 | ||
Net loss for the year | (30,267) | (30,267) | ||
Ending balance, Amount at Aug. 31, 2017 | $ 23,977 | 265,073 | (352,275) | (63,225) |
Ending balance, Shares at Aug. 31, 2017 | 23,977,264 | |||
Common shares sold for cash, Shares | 850,000 | |||
Common shares sold for cash, Amount | $ 850 | 84,150 | 85,000 | |
Net loss for the year | $ (44,517) | (44,517) | ||
Ending balance, Amount at Feb. 28, 2018 | $ 24,827,264 | $ (22,742) | ||
Ending balance, Shares at Feb. 28, 2018 | 24,827 | 349,223 | (396,792) | (22,742) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | |
Cash flows from operating activities | ||||
Net loss | $ (44,517) | $ (18,374) | $ (30,267) | $ (93,867) |
Changes in operating assets and liabilities | ||||
Increase in inventory | (7,200) | |||
Increase in accounts payable and accrued liabilities | 7,706 | (603) | 1,942 | 259 |
Increase (decrease) in accounts payable due to related parties | 9,600 | (9,925) | 73,600 | |
Cash flows used in operating activities | (44,011) | (9,377) | (18,400) | (20,008) |
Cash flows from financing activities | ||||
Advances from related parties | 10,000 | 13,300 | 20,473 | |
Proceeds from common shares sold for cash | 85,000 | 17,500 | ||
Cash provided by financing activities | 85,000 | 10,000 | 30,800 | 20,473 |
Net increase in cash | 40,989 | 623 | 12,400 | 465 |
Cash and cash equivalents, beginning of year | 13,380 | 980 | 980 | 515 |
Cash and cash equivalents, end of year | 54,369 | 1,603 | 13,380 | 980 |
Supplemental disclosures of cash flow information | ||||
Cash paid during the period for Interest | ||||
Cash paid during the period for Income taxes | ||||
Noncash investing and financing activities: | ||||
Shares issued in settlement of due to related parties | $ 163,200 | $ 163,200 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Aug. 31, 2017 | |
Notes to Financial Statements | ||
1. Nature and Continuance of Operations | Apawthecary Pets USA (formerly Bookedbyus Inc.) (the Company) was incorporated under the laws of the State of Nevada on December 27, 2007. The Company intends to operate in the pet industry. On April 2017, the Company changed its name from Bookedbyus Inc. to Apawthecary Pets USA. In the opinion of the management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim ended February 28, 2018, have been included. The Companys interim financial statements as at February 28, 2018 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $44,517 for the six month period ended February 28, 2018 (2017 - $18,374) and has a working capital deficit of $22,742 at February 28, 2018. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended August 31, 2018. However, if the Company is unable to raise additional capital in the near future, due to the Companys liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As at February 28, 2018, the Company was not engaged in continued business, and had significant expenses from early stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. | Apawthecary Pets USA (formerly Bookedbyus Inc.) (the Company) was incorporated under the laws of the State of Nevada on December 27, 2007. The Company intends to operate in the pet industry. On April 2017, the Company changed its name from Bookedbyus Inc. to Apawthecary Pets USA. In the opinion of the management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the year ended August 31, 2017, have been included. On January 9, 2008, the Company affected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Companys authorized common stock. The effect of the forward split was to increase the number of the Companys authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001. At the time of the stock split, the Company had no commons shares issued and outstanding. All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted. (Note 4). The Companys financial statements as at August 31, 2017 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $30,267 for the year ended August 31, 2017 and $93,867 for the year ended August 31, 2016 and has a working capital deficit at August 31, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended August 31, 2018. However, if the Company is unable to raise additional capital in the near future, due to the Companys liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As at August 31, 2017, the Company was not engaged in continued business, and had significant expenses from early stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Aug. 31, 2017 | |
Notes to Financial Statements | ||
2. Significant Accounting Policies | Basis of Presentation The accompanying unaudited interim financial statements of Apawthecary Pets USA have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Companys audited financial statements for the year ended August 31, 2017, as filed with the SEC on Form 10-K. In the opinion of management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim period ended February 28, 2018, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended August 31, 2017, as reported in the Form 10-K, have been omitted. Inventory Inventories are stated at the lower of cost or market or net realizable value, using the first-in first-out method. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly review inventory quantities on hand, future purchase commitments with supplies, and the estimated utility of inventory. If the review indicates a reduction in utility below carrying value, the Company reduces the inventory to a new cost basis through a charge to cost of goods sold. All inventory as of February 28, 2018 is finished goods. Recent accounting pronouncements The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. | The following is a summary of significant accounting policies used in the preparation of these financial statements. Definition of fiscal year The Companys fiscal year end is August 31 st Basis of presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Cash and cash equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Financial instruments Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 As at August 31, 2017, the fair value of cash and cash equivalents, accounts payable and due to related party approximates their carrying value because of their short term maturities. Credit Risk Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. Currency Risk The Companys assets and liabilities are in U.S. dollars, which is the Companys functional and presentation currency. The Company has no transactions in currencies other than U.S. dollar. As a result, foreign currency risk is insignificant. Interest Rate Risk The Company has cash balances and no interest-bearing debt. It is managements opinion that the Company is not exposed to significant interest risk arising from these financial instruments. Liquidity Risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances and advances from related parties as its sole source of cash. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future. Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes Basic and diluted net loss per share The Company computes net loss per share in accordance with ASC 260 Earnings per Share Related parties Accounts payable due to related party represents an obligation to pay for services that were used in the ordinary course of business. The amount is classified as a current liability as payment is due on demand. Comprehensive loss ASC 220, Comprehensive Income Start-up expenses The Company has adopted ASC 720-15, Start-Up Costs Foreign currency translation The Companys functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, Foreign Currency Matters Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates. Stock-based compensation ASC 718, Compensation Stock Compensation Equity-Based Payments to Non-Employees Recent accounting pronouncements The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. |
Due to Related Parties and Rela
Due to Related Parties and Related Party Transactions | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Aug. 31, 2017 | |
Notes to Financial Statements | ||
3. Due to Related Parties and Related Party Transactions | During the six months period ended February 28, 2018, the Company accrued management fees in the amount of $Nil (2017 - $9,600) to a former consultant and current President, Brad Kersch, who is under contract until December 31, 2016. The outstanding balance of management fees payable was $599 as of February 28, 2018 and as of August 31, 2017. As of February 28, 2018, the Company has an undetermined amount use of 619 S.Ridgley, Los Angeles CA suite for an indefinite period of time at no cost. As of February 28, 2018, related parties of the Company have provided a series of loan, totaling $70,673 (August 31, 2017 - $70,673), for working capital purposes. These amounts are unsecured, interest free and are due on demand. Yuying Liang has contributed uncompensated financial accounting services to the Company. On August 24, 2017, the Company entered into a license agreement with Solace Management Group Inc. a British Columbia corporation. The Company is now proceeding to implement its planned operations. The material terms of such license agreement are: 1. Upon execution of the Agreement, the Company shall provide a non-refundable license fee in the amount of $100,000 (the " License Fee 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. The Company shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Company. The Company shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item. Solace Management Group Inc. owns the brand and intellectual property rights to Apawthecary Pets. Apawthecary Pets Inc., a Canadian corporation licensed the brand and distribution rights for Apawthecary Pets for use in Canada from Solace Management Group Inc. Solace Management Group Inc. and the Company have an officer and director in common, Bradley Kersch. The Company has negotiated a licensing and distribution agreement with Solace Management Group Inc. The $100,000 License fee has not been paid as of February 28, 2018. | During the year ended August 31, 2017, the Company accrued management fees in the amount of $9,925(2016 - $36,800) to a consultant, Brad Kersch, who is under contract until December 31, 2016. The outstanding balance of management fees payable was $599 and $77,074 as of August 31, 2017 and 2016, respectively. During the year ended August 31, 2017, the Company accrued rent expense in the amount of $Nil (2016 - $36,800) to a company with an officer in common. The outstanding balance of rent payable was $Nil and $76,800 as of August 31, 2017 and 2016, respectively. On February 24, 2017, the Company settled the accounts payable of $86,400 with Brad Kersch for consulting services, per the Consulting Services Agreement, for 864,264 of Apawthecary Pets USAs Common Shares at $0.10 per share. On February 24, 2017, the Company settled an accounts payable of $76,800 to Digital Pilot Inc., a Company with a director in common, for office rental in Los Angeles, per the California Commercial Lease Agreement, for 768,000 of Apawthecary Pets USAs Common Shares at $0.10 per share. As of August 31, 2017, the Company has an undetermined amount use of 619 S.Ridgley, Los Angeles CA suite for an indefinite period of time at no cost. As of August 31, 2017, related parties of the Company have provided a series of loan, totaling $70,673 (2016 - $57,373), for working capital purposes. These amounts are unsecured, interest-free and are due on demand. Yuying Liang has contributed uncompensated financial accounting services to Apawthecary Pets USA . On August 24, 2017 Apawthecary Pets USA entered into a license agreement with Solace Management Group Inc. a British Columbia corporation. The material terms of such license agreement are: 1. Upon execution of the Agreement, the Apawthecary Pets USA shall provide a non-refundable license fee in the amount of $100,000 (the " License Fee 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. Apawthecary Pets USA shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item. Solace Management Group Inc. owns the brand and intellectual property rights to Apawthecary Pets. Apawthecary Pets Inc., a Canadian corporation licensed the brand and distribution rights for Apawthecary Pets for use in Canada from Solace Management Group Inc. Solace Management Group Inc. and Apawthecary Pets USA have an officer and director in common, Bradley Kersch. Apawthecary Pets USA has negotiated a licensing and distribution agreement with Solace Management Group Inc. The $100,000 License fee has not been paid as of August 31, 2017. |
Capital Stock
Capital Stock | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Aug. 31, 2017 | |
Notes to Financial Statements | ||
4. Capital Stock | The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share. Issued and outstanding The Company had 24,827,264 and 23,977,264 common shares issued and outstanding as at February 28, 2018 and August 31, 2017, respectively. During the six months period ended February 28, 2018, the Company issued 850,000 common shares for cash proceeds of $85,000. | The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share. On January 9, 2008, the Company affected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Companys authorized common stock. The effect of the forward split was to increase the number of the Companys authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001. At the time of the stock split, the Company had no common shares issued and outstanding. All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted. Issued and outstanding The Company had 23,977,264 and 22,170,000 common shares issued and outstanding as at August 31, 2017 and August 31, 2016, respectively. On February 24, 2017, the Company issued 1,632,264 common shares to officers of the Company for the settlement of $163,200 in related party debt. The Company determined the fair market value of each common share to be $0.10 per share. During the year ended August 31, 2017, the Company issued 175,000 common shares at a price of $0.10 per common share to raise total cash proceeds of $17,500. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2017 | |
Notes to Financial Statements | |
5. Income Taxes | The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 "Income Taxes". ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. There was a change in control in the current year and as such the total amount should be limited to section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. As of August 31, 2017, and 2016, the Company had net operating loss carry forwards of $352,275 and $322,008 that may be available to reduce future years' taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Net operation losses will begin to expire in 2030. The Company has not filed any tax returns and as such all tax years are open for inspection. Components of net deferred tax assets, including a valuation allowance, are as follows at August 31, 2017 and 2016: 2017 2016 Deferred tax assets: Net operating loss carry forward 123,296 112,703 Less: valuation allowance (123,296 ) (112,703 ) Net deferred tax assets - - The valuation allowance for deferred tax assets as of August 31, 2017 was $123,296, as compared to $112,703 as of August 31, 2016. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2017. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: U.S federal statutory rate (35.0 %) Valuation reserve 35.0 % Total - % At August 31, 2017, the Company had unused net operating loss carryover approximating $352,275 with a full valuation allowance of $123,296 that is available to offset future taxable income which expires beginning 2030. |
Contracts Under Commitment
Contracts Under Commitment | 12 Months Ended |
Aug. 31, 2017 | |
Notes to Financial Statements | |
6. Contracts Under Commitment | The Company has leased an office in Los Angeles California for a period of twelve months commencing January 1, 2014. The office is located at Suite 101, 619 S. Ridgley Los Angeles CA 90036 ($2,000 per month) due on the first calendar day of each month. This twelve-month term automatically renews if no written notice of termination is given 30 days prior to the end on each term. The landlord agrees to accept either cash or shares as settlement for each months' rent. The landlord will defer rent in lieu of common shares at $0.10 a share as per the Registration Statement or cash. As a concession for this deferment, the landlord will charge an additional 20% per month for each month deferred. (ie. $400 or 4,000 shares at $0.10 per share.) The California lease agreement was terminated effective August 31, 2016. The Company settled accounts payable to Digital Pilot a corporation controlled by Aerock Fox an Officer and Director of the company. As of August 31, 2017, the Company has an undetermined amount use of 619 S.Ridgley, Los Angeles CA suite for an indefinite period of time at no cost. On February 24, 2017, the Company issued 768,000 common shares with a fair value of $0.10 per shares to settle accounts of $76,800 in the California lease agreement. The Company has entered into a consulting agreement with Brad Kersch for marketing and business consulting. The term of the agreement is one year beginning January 1, 2014. Consideration for such consulting services is $2,000 per month payable in cash or common shares, at the Companys election. The Consultant agrees to accept either cash or shares as settlement for each months' pay. The Consultant agrees to defer payments in lieu of shares at $0.10 a share as per the Registration Statement. As a concession for this deferment, the Consultant will charge an additional 20% per month for each month deferred. (ie. $400 or 4,000 shares at $0.10 per share.) The consulting agreement was terminated effective December 31, 2016. On February 24, 2017, the Company issued 864,000 common shares with a fair value of $0.10 per share to settle accounts of $86,400 in the consulting agreement with Brad Kersch, who is an officer and director of the company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2017 | |
Notes to Financial Statements | |
7. Subsequent Events | Subsequent to August 31, 2017 the Company issued 850,000 common shares for cash proceeds of $85,000. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Aug. 31, 2017 | |
Significant Accounting Policies Policies | ||
Definition of Fiscal Year | The Companys fiscal year end is August 31 st | |
Basis of presentation | The accompanying unaudited interim financial statements of Apawthecary Pets USA have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Companys audited financial statements for the year ended August 31, 2017, as filed with the SEC on Form 10-K. In the opinion of management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim period ended November 30, 2017, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended August 31, 2017, as reported in the Form 10-K, have been omitted. | The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Cash and cash equivalents | Cash and cash equivalents include highly liquid investments with original maturities of three months or less. | |
Financial instruments | Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 As at August 31, 2017, the fair value of cash and cash equivalents, accounts payable and due to related party approximates their carrying value because of their short term maturities. | |
Credit Risk | Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. | |
Currency Risk | The Companys assets and liabilities are in U.S. dollars, which is the Companys functional and presentation currency. The Company has no transactions in currencies other than U.S. dollar. As a result, foreign currency risk is insignificant. | |
Interest Rate Risk | The Company has cash balances and no interest-bearing debt. It is managements opinion that the Company is not exposed to significant interest risk arising from these financial instruments. | |
Liquidity Risk | Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances and advances from related parties as its sole source of cash. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future. | |
Income taxes | Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes | |
Basic and diluted net loss per share | The Company computes net loss per share in accordance with ASC 260 Earnings per Share | |
Related Parties | Accounts payable due to related party represents an obligation to pay for services that were used in the ordinary course of business. The amount is classified as a current liability as payment is due on demand. | |
Comprehensive loss | ASC 220, Comprehensive Income | |
Start-up expenses | The Company has adopted ASC 720-15, Start-Up Costs | |
Foreign currency translation | The Companys functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, Foreign Currency Matters | |
Use of estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates. | |
Stock-based compensation | ASC 718, Compensation Stock Compensation Equity-Based Payments to Non-Employees | |
Recent accounting pronouncements | The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. | The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. |
Inventory | Inventories are stated at the lower of cost or market or net realizable value, using the first-in first-out method. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly review inventory quantities on hand, future purchase commitments with supplies, and the estimated utility of inventory. If the review indicates a reduction in utility below carrying value, the Company reduces the inventory to a new cost basis through a charge to cost of goods sold. All inventory as of February 28, 2018 is finished goods. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Income Taxes Tables | |
Deferred tax assets | 2017 2016 Deferred tax assets: Net operating loss carry forward 123,296 112,703 Less: valuation allowance (123,296 ) (112,703 ) Net deferred tax assets - - |
Sechudle of federal income tax rate | U.S federal statutory rate (35.0 %) Valuation reserve 35.0 % Total - % |
Nature and Continuance of Ope16
Nature and Continuance of Operations (Details Narrative) - USD ($) | Jan. 09, 2008 | Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 |
Nature And Continuance Of Operations Details Narrative | |||||||
State of incorporation | Nevada | State of Nevada | |||||
Date of incorporation | Dec. 27, 2007 | Dec. 27, 2007 | |||||
Net income (loss) | $ (28,045) | $ (8,137) | $ (44,517) | $ (18,374) | $ (30,267) | $ (93,867) | |
Forward stock split | 1000 for 1 | ||||||
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 75,000 | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | ||
Working capital deficit | $ 22,742 | $ 22,742 |
Due to Related Parties and Re17
Due to Related Parties and Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 24, 2017 | Feb. 24, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | |
Accrued management fees | $ 2,400 | $ 9,600 | $ 9,925 | $ 36,800 | ||||
Outstanding balance of management fees payable | 599 | $ 599 | 599 | 77,074 | ||||
Accrued rent expense | 36,800 | |||||||
Outstanding balance of rent payable | 0 | 76,800 | ||||||
Shares issued for services | 850,000 | |||||||
Due to related parties | 70,673 | $ 70,673 | 70,673 | 57,373 | ||||
Royalty fee | 10.00% | |||||||
Unpaid license fee | $ 100,000 | $ 100,000 | 100,000 | |||||
Brad Kersch [Member] | ||||||||
Accrued management fees | 9,925 | $ 36,800 | ||||||
Accounts payable for consulting services | $ 86,400 | $ 400 | ||||||
Shares issued for services | 864,264 | |||||||
Shares Issued, Price Per Share | $ 0.10 | $ 0.10 | ||||||
Solace Management Group Inc [Member] | ||||||||
Material terms of license agreement description | 1. Upon execution of the Agreement, the Apawthecary Pets USA shall provide a non-refundable license fee in the amount of $100,000 (the " License Fee 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.’s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. Apawthecary Pets USA shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item. | |||||||
Current market rate | 20.00% | |||||||
Royalty fee | 10.00% | |||||||
License Fee | $ 3,000,000 | |||||||
License agreement term | 10 years | |||||||
License agreement renewal term | 5 years | |||||||
Escrow account | $ 100,000 | |||||||
Digital Pilot Inc [Member] | ||||||||
Accounts payable for consulting services | $ 76,800 | |||||||
Shares issued for services | 768,000 | |||||||
Shares Issued, Price Per Share | $ 0.10 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Jan. 09, 2008 | Feb. 24, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Aug. 31, 2017 | Aug. 31, 2016 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 75,000 | 75,000,000 | 75,000,000 | 75,000,000 | ||
Common Stock, Shares Issued | 1,632,264 | 24,827,264 | 23,977,264 | 22,170,000 | ||
Common Stock, Shares Outstanding | 24,827,264 | 23,977,264 | 22,170,000 | |||
Forward stock split | 1000 for 1 | |||||
Shares issued in settlement of due to related parties | $ 163,200 | $ 163,200 | $ 163,200 | |||
Common shares sold for cash, per share | $ 0.10 | |||||
Common stock per share, fair market value | $ 0.10 | |||||
Stock issued during period, Shares, issued for services | 850,000 | |||||
Proceeds from common shares sold for cash | $ 85,000 | $ 17,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 123,296 | $ 112,703 |
Less: valuation allowance | (123,296) | (112,703) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended |
Aug. 31, 2017 | |
Income Taxes Details 1 | |
U.S federal statutory rate | (35.00%) |
Valuation reserve | 35.00% |
Total sources and tax effects | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Taxes Details Narrative | ||
Net operating loss carry forward | $ 352,275 | $ 322,008 |
Valuation allowance | $ (123,296) | $ (112,703) |
Expiry date | 2,030 |
Contracts Under Commitment (Det
Contracts Under Commitment (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 31, 2017 | Feb. 28, 2018 | Feb. 24, 2017 | Aug. 31, 2016 | |
Common Stock, Shares Issued | 23,977,264 | 24,827,264 | 1,632,264 | 22,170,000 |
Brad Kersch [Member] | ||||
Office rent per month | $ 2,000 | |||
Description of contract term | The Consultant agrees to accept either cash or shares as settlement for each months' pay. | |||
Defer rent in lieu of shares, per share | $ 0.10 | |||
Deferred charge | 20.00% | |||
Consulting Agreement fee | $ 400 | $ 86,400 | ||
Common Stock, Shares Issued | 4,000 | 864,000 | ||
Shares Issued, Price Per Share | $ 0.10 | $ 0.10 | ||
Digital Pilot Inc [Member] | ||||
Consulting Agreement fee | $ 76,800 | |||
Common Stock, Shares Issued | 768,000 | |||
Shares Issued, Price Per Share | $ 0.10 | |||
S. Ridgley Los Angeles [Member] | ||||
Office rent per month | $ 2,000 | |||
Description of contract term | This twelve-month term automatically renews if no written notice of termination is given 30 days prior to the end on each term. | |||
Defer rent in lieu of shares, per share | $ 0.10 | |||
Deferred charge | 20.00% | |||
Consulting Agreement fee | $ 400 | |||
Common Stock, Shares Issued | 4,000 | |||
Shares Issued, Price Per Share | $ 0.10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 31, 2017 | Feb. 28, 2018 | Feb. 24, 2017 | Aug. 31, 2016 | |
Common Stock, Shares Issued | 23,977,264 | 24,827,264 | 1,632,264 | 22,170,000 |
Subsequent Event [Member] | ||||
Common shares sold for cash, Amount | $ 85,000 | |||
Common Stock, Shares Issued | 850,000 |