Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2018 | Jul. 06, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | AIRBORNE WIRELESS NETWORK | |
Entity Central Index Key | 1,537,258 | |
Trading Symbol | abwn | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 2,390,496,267 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 4,119,148 | $ 217,694 |
Prepaid expenses and other assets | 1,527,433 | 285,284 |
Total Current Assets | 5,646,581 | 502,978 |
Property and equipment, net | 37,734 | 25,348 |
Total Assets | 5,684,315 | 528,326 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 945,255 | 421,749 |
Accrued interest | 78,319 | |
Convertible notes payable, net of unamortized debt discount of $2,408,303 and $0, respectively | 1,176,295 | |
Derivative liabilities | 12,848,016 | |
Total Current Liabilities | 15,047,885 | 421,749 |
Total Liabilities | 15,047,885 | 421,749 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized. Series A Convertible Preferred Stock, $0.001 par value, $1,150 stated value, 1,000,000 shares authorized; 7,058 and 0 shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively | 7 | |
Common stock, $0.001 par value, 5,000,000,000,000 shares authorized; 111,713,403 and 90,589,154 shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively | 111,713 | 90,589 |
Additional paid-in capital | 82,200,896 | 37,144,817 |
Accumulated deficit | (91,676,186) | (37,128,829) |
Total Stockholders' Equity (Deficit) | (9,363,570) | 106,577 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 5,684,315 | $ 528,326 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Unamortized debt discount (in dollars) | $ 2,408,303 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000,000,000 | 5,000,000,000,000 |
Common stock, shares issued | 111,713,403 | 90,589,154 |
Common stock, shares outstanding | 111,713,403 | 90,589,154 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, stated value per share | $ 1,150 | $ 1,150 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 7,058 | 0 |
Preferred stock, shares outstanding | 7,058 | 0 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Marketing and branding | 1,255,280 | 523,893 | 4,227,012 | 1,130,070 |
Depreciation | 2,793 | 1,885 | 7,345 | 2,614 |
General and administrative expenses | 466,803 | 87,475 | 786,835 | 163,102 |
Management fees | 60,000 | 1,500 | 102,000 | 13,135 |
Professional fees | 2,048,596 | 668,119 | 4,049,113 | 1,427,770 |
Research and development | 18,100 | 383,606 | 588,042 | 704,257 |
Salaries and wages | 307,231 | 192,467 | 786,510 | 400,658 |
Stock based compensation | 6,317,452 | 7,615,873 | 44,278,826 | 23,226,492 |
Total operating expenses | 10,476,255 | 9,474,818 | 54,825,683 | 27,068,098 |
Operating Loss | (10,476,255) | (9,474,818) | (54,825,683) | (27,068,098) |
Other income (expense) | ||||
Interest expense | (3,193,927) | (4,755,835) | (150) | |
Net Change in fair value of derivative liabilities including day one losses | 7,576,117 | 5,034,161 | 0 | |
Total other income (expense) | 4,382,190 | 278,326 | (150) | |
Net Loss | $ (6,094,065) | $ (9,474,818) | $ (54,547,357) | $ (27,068,248) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.06) | $ (0.11) | $ (0.57) | $ (0.33) |
Weighted average number of common shares outstanding (in shares) | 99,743,974 | 87,484,413 | 95,446,195 | 81,556,795 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Series A Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Aug. 31, 2016 | $ 74,098 | $ 51,108 | $ (215,870) | $ (90,664) | |
Balance (in shares) at Aug. 31, 2016 | 74,097,796 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock units for cash | $ 4,105 | 4,715,268 | 4,719,373 | ||
Common stock units for cash (in shares) | 4,104,998 | ||||
Common stock issued for exercise of warrants | $ 1,152 | 1,438,848 | 1,440,000 | ||
Common stock issued for exercise of warrants (in shares) | 1,152,000 | ||||
Common stock issued for services | $ 10,894 | 13,902,182 | 13,913,076 | ||
Common stock issued for services (in shares) | 10,894,480 | ||||
Conversion of related party loans to common shares | $ 340 | 574,058 | 574,398 | ||
Conversion of related party loans to common shares (in shares) | 339,880 | ||||
Stock options issued to employees | 16,234,692 | 16,234,692 | |||
Stock warrants issued for services | 228,661 | 228,661 | |||
Net loss | (36,912,959) | (36,912,959) | |||
Balance at Aug. 31, 2017 | $ 90,589 | 37,144,817 | (37,128,829) | 106,577 | |
Balance (in shares) at Aug. 31, 2017 | 90,589,154 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Preferred stock units issued for cash | $ 8 | 6,714,479 | 6,714,487 | ||
Preferred stock units issued for cash (in shares) | 8,000 | 21,124,249 | |||
Preferred stock converted to common stock | $ (1) | $ 4,333 | (4,332) | ||
Preferred stock converted to common stock (in shares) | (942) | 4,333,200 | |||
Common stock units for cash | $ 1,346 | 1,143,653 | 1,144,999 | ||
Common stock units for cash (in shares) | 1,346,222 | ||||
Common stock issued for exercise of warrants | $ 2,506 | 1,654,619 | 1,657,125 | ||
Common stock issued for exercise of warrants (in shares) | 2,506,063 | ||||
Common stock issued for services | $ 2,931 | 2,824,029 | 2,826,960 | ||
Common stock issued for services (in shares) | 2,930,769 | ||||
Common stock issued in conjunction with convertible notes | $ 1,590 | 1,839,152 | $ 1,840,742 | ||
Common stock issued in conjunction with convertible notes (in shares) | 10,000,000 | 1,589,977 | 8,418,018 | ||
Common stock issued for conversion of convertible notes | $ 8,418 | 3,146,857 | $ 3,155,275 | ||
Common stock issued for conversion of convertible notes (in shares) | 8,418,018 | ||||
Stock options issued to employees and consultants | 22,047,375 | 22,047,375 | |||
Net reduction of derivative liability from exercise of warrants | 1,050,554 | 1,050,554 | |||
Reclassification to additional paid in capital from derivative liability upon conversion of convertible notes | 3,626,032 | 3,626,032 | |||
Reclassification to additional paid in capital from derivative liability upon conversion of convertible preferred stock | 1,013,661 | 1,013,661 | |||
Net loss | (54,547,357) | (54,547,357) | |||
Balance at May. 31, 2018 | $ 7 | $ 111,713 | $ 82,200,896 | $ (91,676,186) | $ (9,363,570) |
Balance (in shares) at May. 31, 2018 | 7,058 | 111,713,403 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (54,547,357) | $ (27,068,248) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 7,345 | 2,614 |
Stock-based compensation | 44,278,826 | 23,226,492 |
Amortization of debt discount included in interest expense | 4,573,723 | |
Change in fair value of derivative liabilities | (5,034,161) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,242,149) | (215,753) |
Accounts payable and accrued liabilities | 523,504 | 309,036 |
Accrued interest | 182,093 | |
Net Cash Used in Operating Activities | (11,258,176) | (3,745,859) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (19,731) | (29,910) |
Net Cash Used in Investing Activities | (19,731) | (29,910) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes to related parties | 39,615 | |
Proceeds from issuance of convertible notes | 5,662,750 | |
Proceeds from issuance of common stock units | 1,144,999 | 3,019,676 |
Proceeds from exercise of warrants | 1,657,125 | 940,000 |
Proceeds from issuance of preferred stock | 6,714,487 | |
Net Cash Provided by Financing Activities | 15,179,361 | 3,999,291 |
Net increase in cash and cash equivalents | 3,901,454 | 223,522 |
Cash and cash equivalents, beginning of period | 217,694 | 809 |
Cash and cash equivalents, end of period | 4,119,148 | 224,331 |
Supplemental cash flow information: | ||
Cash paid for interest | 5 | |
Cash paid for taxes | 0 | $ 0 |
Non-cash financing transactions: | ||
Derivative liabilities recognized as debt discount | 4,167,934 | |
Common shares issued in conjunction with convertible notes recognized as debt discount | 1,840,742 | |
Reclassification of derivative liability from additional paid in capital due to tainting of warrants | 2,078,065 | |
Reduction of derivative liabilities from exercise of warrants, convertible notes and convertible preferred stock | 7,731,540 | |
Common stock issued for conversion of debt | $ 3,155,275 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 9 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN Airborne Wireless Network (the “Company”) is a Nevada corporation incorporated on January 5, 2011 under the name Ample-Tee. Effective on May 19, 2016, the Company’s corporate name was changed to Airborne Wireless Network. It is based in Simi Valley, California, USA. The Company’s fiscal year end is August 31. We are an early stage company with the principal business strategy of developing, marketing and licensing a fully meshed, high-speed broadband airborne wireless network by linking commercial aircraft in flight. We call this network the “Infinitus Super Highway SM Amended and Restated Articles of Incorporation On June 28, 2018, the stockholders of the Company approved an amendment (the “ Amendment Articles Going concern The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred operating losses of $54,547,357 during the period ended May 31, 2018 and has an accumulated deficit of $91,676,186 as of May 31, 2018. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying unaudited interim financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation of Interim Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 14, 2017. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Related Parties We follow ASC 850, “Related Party Disclosures,” Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company has cash on deposits in financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of May 31, 2018 and August 31, 2017 the Company had $4,119,148 and $217,694 in cash and cash equivalents, respectively. Intangible Assets We account for intangible assets in accordance with ASC 350 “ Intangibles-Goodwill and Other.” The Company issued 40 million shares of common stock (approximately 26% of its outstanding common stock on issuance) for the acquisition of certain intellectual property. Subsequent to the transferor’s receipt of the consideration shares, 80,000,000 shares held by Mr. Daniels were cancelled without consideration to the Company in August 2016 (for the purpose of making more shares available for issuance to new investors and making the Company’s capital structure more attractive to those new investors), thereby increasing the transferor’s beneficial ownership of the Company’s common stock to over 50%. Accordingly, the intellectual property was recorded on the Company’s books at its historical cost of $0. To further substantiate the valuation and due to the lack of readily available market information, the Company hired an independent third-party firm to perform a valuation on the acquired intangible assets. It was concluded that the intellectual property had nominal current value because future net economic benefit could not be reasonably estimated. This firm employed, but ultimately excluded or discounted the following methods of valuation: cost calculation, replacement value, relief from royalty-IP value and fair exchange. It was determined that the intellectual property had nominal current value because (i) the patent had fewer than three years left until expiration, (ii) management projections indicated approximately $582.8 million in capital was required to bring the proposed products/services to market, (iii) the Company, as of the valuation date, had no revenues, a limited business plan, no committed source of funding, a limited workforce and other limitations and (iv) the Company had limited or no contracts in place for personnel, customers or vendors to implement its business plan. As a result of further stock issuances by the Company, on and after February 28, 2017, the transferor held less than 50% of the outstanding common stock of the Company. Further, in July 2017, the transferor distributed all of such shares among its shareholders and thus, no longer has direct ownership in the Company. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at May 31, 2018, and August 31, 2017, measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 12,848,016 $ 12,848,016 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - Research and Development Expenses We follow ASC 730-10, “Research and Development,” Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Stock-based compensation incurred for the nine months ended May 31, 2018 and 2017, respectively, are summarized as follows: Nine Months Ended, May 31, 2018 2017 Vesting of stock options issued to directors, officers and employees $ 22,047,376 $ 9,175,104 Stock warrants issued to investors, strategic service providers and consultants 19,404,490 - Common stock issued to strategic service providers and consultants 2,826,960 14,051,388 Total $ 44,278,826 $ 23,226,492 Income Taxes We account for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company’s deferred tax assets and liabilities are comprised primarily of differences between the book and tax valuation of derivative liabilities, resulting debt discounts and warrant and option valuations, in addition to Net Operating Loss carryforwards for Federal and State income tax purposes. Net deferred tax assets and liabilities are offset in their entirety by a valuation allowance due to the uncertainty of their realization. Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited interim financial statements. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
May 31, 2018 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 3 – PREPAID EXPENSES Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year. Prepaid expenses consisted of the following at May 31, 2018 and August 31, 2017: May 31, August 31, 2018 2017 Legal and regulatory fees $ 56,128 $ 94,573 Marketing and branding 1,380,000 164,667 Rent expense 36,080 22,250 Professional fees 55,225 3,794 $ 1,527,433 $ 285,284 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
May 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following at May 31, 2018 and August 31, 2017: May 31, August 31, 2018 2017 Trade payables $ 920,393 $ 334,132 Credit card payable 19,382 56,501 Payroll liabilities - 25,636 Other payable 5,480 5,480 Total accounts payable and accrued liabilities $ 945,255 $ 421,749 |
EQUITY
EQUITY | 9 Months Ended |
May 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 5 – EQUITY Authorized Stock The Company is authorized to issue an aggregate of 5,000,000,000,000 common shares and 10,000,000 shares of preferred stock, each with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. Series A Convertible Preferred stock The Company is authorized to issue 1,000,000 shares of Series A Convertible Preferred Stock at a par value of $0.001 and a stated value equal to $1,150 per share. · The Series A Convertible Preferred Stock ranks senior to our common stock and other classes of capital stock with respect to dividend and redemption. · Holders of the Series A Convertible Preferred Stock will only be entitled to receive any dividends on the Series A Preferred Stock when, as and if the board of directors declares such dividends. · The Series A Convertible Preferred Stock is convertible into shares of common stock by dividing the stated value per share ($1,150) by the lesser of $0.71 per share or 82.5% of the lowest volume weighted average price for our common stock as reported at the close of trading on the market reporting trade prices for the common stock during the five trading days ending on and including the day the notice of conversion is delivered. · A holder of Series A Convertible Preferred Stock has the same voting rights as a holder of common stock on a fully converted basis not to exceed the beneficial ownership limitation. On May 29, 2018, the Company issued 8,000 units for aggregate net proceeds of $6.7 million, after deducting underwriting discounts and other expenses of the offering. Each unit consisted of one share of Series A Preferred Stock, one Series 1 warrant to purchase one share of Series A Preferred Stock, one Series 2 warrant to purchase one share of Series A Preferred Stock and one Series 3 warrant to purchase one share of Series A Preferred Stock (“Series 1, 2 and 3 warrants”). The Company also issued to the underwriter of the offering a warrant to purchase 640 units. The Company determined that the Series A Convertible Preferred Stock qualifies for derivative accounting which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (See Note 8). During the period ended May 31, 2018, 942 shares of Series A Convertible Preferred Stock were converted into 4,333,200 shares of common stock. As of May 31, 2018, and August 31, 2017, 7,058 and 0 shares of Series A Convertible Preferred Stock were issued and outstanding, respectively. Warrants Exercisable into Preferred A Stock Each warrant is immediately exercisable into one share of Series A Convertible Preferred Stock at a price of $1,000 per share. The Series 1 Warrants will expire on the 90-day anniversary of the issuance date. The Series 2 Warrants will expire on the six-month anniversary of the issuance date. The Series 3 Warrants will expire on the 12-month anniversary of the issuance date. The below table summarizes warrant activity during the nine months ended May 31, 2018 and the year ended August 31, 2017: Number of warrants Weighted- Average Exercise Price Series 1 Series 2 Series 3 Series 1 Series 2 Series 3 Balances as of August 31, 2017 - - - $ - $ - $ - Granted 8,000 8,000 8,000 1,000 1,000 1,000 Exercised - - - - - - Forfeited - - - - - - Balances as of May 31, 2018 8,000 8,000 8,000 $ 1,000 $ 1,000 $ 1,000 The following table summarizes information relating to outstanding and exercisable warrants as of May 31, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Number Remaining Average Number Average of Shares life (in Months) Exercise Price of Shares Exercise Price Series 1 8,000 2.70 $ 1,000 8,000 $ 1,000 Series 2 8,000 5.79 $ 1,000 8,000 $ 1,000 Series 3 8,000 11.70 $ 1,000 8,000 $ 1,000 Common stock Issuances During the nine months ended May 31, 2018, the Company issued 21,124,249 shares of common stock, as follows: · 1,346,222 units for aggregate proceeds of $1,144,999. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable for one share of common stock for a period ranging from one to five years from issuance, at a price range of $0.65 to $2.60 per share. · 2,506,063 shares of common stock issued for the exercise of warrants for proceeds of $1,657,125. · 2,452,029 shares of common stock to strategic service providers, for services valued at $2,289,996. · 478,740 shares of common stock to a consultant, for services valued at $536,964. · 1,589,977 shares of common stock in conjunction with the issuance of convertible notes. The common shares were valued at $1,840,742 based on quoted market prices of the Company’s stock on the date of each share issuance. · 4,333,200 shares of common stock issued for the conversion of 942 shares of Series A Convertible Preferred Stock. · 8,418,018 shares of common stock issued upon the conversion of convertible notes in aggregate principal amount of $3,051,501 and accrued interest of $103,774. As at May 31, 2018 and August 31, 2017, the Company had 111,713,403 and 90,589,154 shares of common stock issued and outstanding, respectively. Warrants Exercisable to Common Shares The below table summarizes the activity of warrants exercisable for common shares during the nine months ended May 31, 2018 and the year ended August 31, 2017: Number of Shares Weighted- Average Exercise Price Balances as of August 31, 2016 - $ - Granted 4,229,998 1.52 Exercised (1,152,000 ) 1.25 Forfeited - - Balances as of August 31, 2017 3,077,998 $ 1.63 Granted 10,504,218 1.40 Exercised (2,474,615 ) 1.36 Forfeited (1,010,604 ) 1.26 Balances as of May 31, 2018 10,096,997 $ 1.49 The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the nine months ended May 31, 2018 and 2017: Nine Months Ended May 31, 2018 2017 Exercise price $0.65 - $2.60 $1.25 - $3.25 Expected term 3 - 5 years 1 year Expected average volatility 155%-350% 193% - 216% Expected dividend yield - - Risk-free interest rate 0.98% - 2.83% 0.66% - 1.76% The following table summarizes information relating to outstanding and exercisable warrants as of May 31, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 10,096,997 3.88 $ 1.49 - - Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at May 31, 2018 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of May 31, 2018, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.23 on May 31, 2018. The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible note on September 15, 2017, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options. On September 15, 2017, the Company revalued the fair value on the 3,415,498 units of share purchase warrants granted prior to September 15, 2017 at $2,937,553 based on Black-Scholes option valuation model and reclassified the previously determined fair value of $2,078,065 on the date of grant for each warrant unit from additional paid-in capital to derivative liabilities, resulting in loss on warrants of $859,448 included in change in fair value of derivatives liabilities (see Note 8). |
STOCK COMPENSATION PLANS
STOCK COMPENSATION PLANS | 9 Months Ended |
May 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK COMPENSATION PLANS | NOTE 6 – STOCK COMPENSATION PLANS In the ordinary course of business, the Company may issue stock options to employees, officers and directors from time to time. Fair values of the stock option awards are based on the associated value of the services rendered, where reasonably determinable. Equity Compensation not approved by security holders During the nine months ended May 31, 2018 and the year ended August 31, 2017, options to purchase 10,150,000 and 23,800,000 shares of our common stock, respectively, had been granted to our employees, officers and directors under equity compensation not approved by security holders. Options issued had the following terms: Nine months Ended Year Ended May 31, August 31, 2018 2017 Exercise price $0.50 - $3.25 $0.75 - $3.75 Time to vest On issuance – 4 years On issuance – 4 years Expiration after vesting 5 years 3 years – 5 years 2017 Equity Incentive Plan On July 30, 2017, the Board of Directors of the Company approved, and on July 31, 2017 the stockholders of the Company approved, the Airborne Wireless Network 2017 Stock Option Plan (the “2017 Plan”). The 2017 Plan permits the Company to issue up to 10,000,000 shares of common stock upon exercise of options granted to selected employees, officers, directors, consultants and advisers. The options may be either “incentive stock options” (as such term is defined in the Internal Revenue Code of 1986) or options that are not intended to qualify as “incentive stock options” (these are referred to as “non-qualified options”). Incentive stock options may be granted only to employees. The 2017 Plan is administered by the Board or, at the discretion of the Board, a Board committee. The administrator determines who will receive options and the terms of the options, including the exercise price, expiration date, vesting and the number of shares. The exercise price of each stock option may not be less than the fair market value of the Common Stock on the date of grant, although the exercise price of any incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value on the grant date. Options may be exercisable (“vest”) immediately or in increments based on time and/or performance criteria as determined by the administrator. The term of any option may not exceed 10 years (five years for any incentive stock option granted to a 10% stockholder), and unless otherwise determined by the administrator, each option must terminate no later than three months after the termination of the optionee’s employment (one year in the event of death or disability). Subject to a few minor exceptions, options may not be transferred other than by will or by the laws of descent and distribution. The 2017 Plan will expire on December 31, 2026. On December 30, 2017, the Company granted options to directors (see below) to purchase an aggregate of 400,000 shares of our common stock at a price of $1.98 per share vesting immediately on December 31, 2017. The options expire December 29, 2022, unless such director ceases his or her service as a director prior the exercise or expiration of the option. As of May 31, 2018, there were 9,600,000 shares available for future grant under the 2017 Plan. Stock Options During the period ended May 31, 2018 and the year ended August 31, 2017, the Company granted options with an aggregate fair value of $19,412,264 and $33,314,610, respectively, which are being amortized into compensation expense over the vesting period of the options as the services are being provided. The following is a summary of stock option activity during the nine months ended May 31, 2018 and the year ended August 31, 2017: Options Outstanding Number of Shares Weighted- Average Exercise Price Fair Value on Grant Date Intrinsic Value Balances as of August 31, 2016 4,550,000 $ 1.32 $ 2,550,380 $ - Granted 23,800,000 1.97 33,314,610 - Exercised - - - - Forfeited - - - - Balances as of August 31, 2017 28,350,000 $ 1.86 $ 35,864,990 $ - Granted 10,150,000 2.20 19,412,264 - Exercised - - - - Forfeited - - - - Balances as of May 31, 2018 38,500,000 $ 1.95 $ 55,277,254 $ - The following table summarizes information relating to exercisable stock options as of May 31, 2018: Options Exercisable Number Weighted Average of Shares Exercise Price 16,750,000 $ 1.58 Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options exercisable at May 31, 2018. As of May 31, 2018, the aggregate intrinsic value of stock options outstanding was $0 based on the closing market price of $0.23 on May 31, 2018. Weighted-average grant-date fair value for non-vested stock options as of May 31, 2018 and August 31, 2017 were listed as follows: Weighted-Average Grant Date Fair Value Shares Per Share Unvested, August 31, 2016 4,500,000 $ 0.56 Granted 23,800,000 1.40 Vested (4,050,000 ) 1.27 Forfeited - - Unvested, August 31, 2017 24,250,000 $ 1.27 Granted 10,150,000 1.91 Vested (12,650,000 ) 1.46 Forfeited - - Unvested, May 31, 2018 21,750,000 $ 1.46 The fair value of each option on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the nine months ended May 31, 2018 and 2017: Nine Months Ended May 31, 2018 2017 Expected term 3.59 - 5.98 years 4.59 - 6.43 years Expected average volatility 175% - 176% 179% - 183% Expected dividend yield - - Risk-free interest rate 2.20% - 2.35% 1.17% - 2.25% The total fair values of stock options that vested during the period ended May 31, 2018 and year ended August 31, 2017 were $22,047,377 and $16,234,697, respectively. As of May 31, 2018, there was $16,922,872 of total unrecognized compensation cost related to non-vested stock options granted. The Company expects to recognize that cost over a remaining weighted average period of 5.44 years as of May 31, 2018. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES The Company had the following principal balances under its convertible notes outstanding as of May 31, 2018 and August 31, 2017: May 31, August 31, 2018 2017 Convertible Notes - originated in September 2017 $ 150,000 $ - Convertible Notes - originated in October 2017 223,124 - Convertible Notes - originated in November 2017 200,000 - Convertible Notes - originated in December 2017 768,975 - Convertible Notes - originated in January 2018 145,833 - Convertible Notes - originated in March 2018 145,833 - Convertible Notes - originated in April 2018 1,805,000 - Convertible Notes - originated in May 2018 145,833 - Less debt discount and debt issuance cost (2,408,303 ) - 1,176,295 - Less current portion of convertible notes payable (1,176,295 ) - Long-term convertible notes payable $ - $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $4,573,723 and $0 for the nine months ended May 31, 2018 and 2017, respectively, which is included in interest expense in the statements of operations. Convertible Notes – Issued during the nine months ended May 31, 2018 During the nine months ended May 31, 2018, the Company issued a total principal amount of $6,618,099 convertible notes for cash proceeds of $5,662,750, after deducting an original issuance discount of $629,099 and financing fees of $326,250. The convertible notes were also provided with a total of 1,589,977 common shares and warrant units to purchase up to 721,000 shares of common stock at exercise price ranging from $1.75 to $2.00 per share. The terms of convertible notes are summarized as follows: · Term ranging from six months to one year; · Annual interest rates ranging from 0% to 12%; · Convertible at the option of the holders either at issuance or 180 days from issuance; and · Conversion prices are typically based on 55% or 70% of the lowest trading prices of the Company’s shares during 20-25 days prior to the conversion. During the nine months ended May 31, 2018, holders of certain of the convertible notes converted notes with principal amounts of $3,051,501 and accrued interest of $103,774 into 8,418,018 shares of common stock. The corresponding derivative liability at the date of conversion of $3,626,032 was credited to common stock issued at a discount. For the nine months ended May 31, 2018 and 2017, the interest expense on convertible notes was $182,093 and $0, respectively. As of May 31, 2018, and August 31, 2017, the accrued interest payable was $78,319 and $0, respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of May 31, 2018. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in May 31, 2018 and August 31, 2017: Nine Months Ended Year Ended May 31, August 31, 2018 2017 Expected term 0.10 - 5.00 years - Expected average volatility 49% - 350% - Expected dividend yield - - Risk-free interest rate 0.98%-2.83% - The following table summarizes the derivative liabilities included in the balance sheet at May 31, 2018: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2017 $ - Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 4,167,934 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes 3,225,787 Addition of new derivative liabilities from reclass of warrants from additional paid in capital 2,078,065 Addition of new derivative liabilities recognized upon issuance of warrants 19,367,718 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 7,806,061 Addition of new derivative liabilities recognized as day one loss on derivatives from warrants 859,488 Reduction of derivative liabilities from exercise of warrants (3,091,847 ) Derivative liabilities settled upon conversion of convertible notes (3,626,032 ) Derivative liabilities settled upon conversion of convertible preferred stock (1,013,661 ) Loss on change in fair value of the derivative liabilities (16,925,497 ) Balance - May 31, 2018 $ 12,848,016 The following table summarizes the loss on derivative liability included in the income statement for the nine months ended May 31, 2018 and 2017, respectively. Nine Months Ended May 31, 2018 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ 3,225,787 $ - Addition of new derivative liabilities recognized as day one loss on derivatives from warrants 859,488 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 7,806,061 Gain on change in fair value of the derivative liabilities (16,925,497 ) - Gain on change in the fair value of derivative liabilities $ (5,034,161 ) $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS On February 1, 2018, the Company paid $54,120 for housing occupied by our Chief Executive Officer (see Note 10). During the nine months ended May 31, 2018 and 2017, the Company incurred management fees of $0 and $13,135, respectively, to directors and officers of the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Anti-Dilution Agreements Pursuant to our agreement with Air Lease Corporation entered into in January 2017, in consideration of the services to be provided by Air Lease Corporation, we issued to Air Lease Corporation 7,700,000 shares of common stock representing 10% of our common stock outstanding at that date. The agreement with Air Lease Corporation provides full ratchet anti-dilution protection to Air Lease Corporation. As a result, each time we issue additional shares of common stock or shares of another class or series of capital stock, we will issue to Air Lease Corporation without further consideration additional shares of our common stock or other class or series of capital stock so that Air Lease Corporation will continue to own 10% of the outstanding shares of common stock and each other class or series of capital stock. Through May 31, 2018, we had issued 9,058,652 shares of common stock to Air Lease Corporation and were obligated to issue an additional 2,113,549 shares of common stock. We also granted a five-year warrant to Air Lease Corporation to purchase 6% of our outstanding common stock. This warrant has similar anti-dilution protection that will require us to issue a number of shares equal to 6% of the number of shares outstanding at the time of exercise. Pursuant to our agreement with Jet Midwest Group, LLC entered into in October 2016, in consideration of the services to be provided by Jet Midwest Group, LLC, we issued to Jet Midwest Group, LLC 1,250,000 shares of common stock representing 1.6% of our common stock outstanding at that date. The agreement with Jet Midwest Group, LLC provides full ratchet anti-dilution protection to Jet Midwest Group, LLC. As a result, each time we issue additional shares of common stock or shares of another class or series of capital stock, we will issue to Jet Midwest Group, LLC without further consideration additional shares of our common stock or other class or series of capital stock so that Jet Midwest Group, LLC will continue to own 1.6% of the outstanding shares of common stock and each other class or series of capital stock. Through May 31, 2018, we had issued 1,449,172 shares of common stock to Jet Midwest Group, LLC and were obligated to issue an additional 338,480 shares of common stock. Jet Midwest Group, LLC has sought protection from creditors under the bankruptcy code. The Company is evaluating how and whether the bankruptcy will impact its obligation to continue issuing shares to Jet Midwest Group, LLC. Consulting agreement On July 31, 2017, the Company engaged Brighton Capital, Ltd. (“Brighton”) for a three (3) year term to render strategic advisory services. Pursuant to our agreement with Brighton, in consideration of the services to be provided by Brighton, we are to issue 410,000 shares of common stock and 1,000,000 warrants over a three-year term. We issued 50,000 shares of common stock and 100,000 warrants upon execution of this agreement, and are to issue 10,000 shares of common stock and 25,000 warrants per month for thirty-six (36) months, with the first issuance beginning August 1, 2017. Through May 31, 2018, we had issued 150,000 shares of common stock and 350,000 warrants to purchase common stock to Brighton. The warrants, as issued, shall immediately vest and have a term of five (5) years with an exercise price of $1.90 per share. The warrants have a cashless exercise feature that can be utilized if the shares underlying the warrants cannot be resold under an effective registration statement filed with the Securities and Exchange Commission by March 1, 2018. Other On August 3, 2016, we acquired from Apcentive, Inc. (“Apcentive”) all of Apcentive’s right, title and interest in and to U.S. Patent No. 6,285,878 B1 and all related supporting materials, continuations, amendments, updates and contemplated updates and amendments and the trademark “Infinitus Super Highway SM Lease Commitment In June 2016, we signed a lease agreement that commenced on July 1, 2016 for our corporate office headquarters with approximately 1,500 square feet, at 4115 Guardian Street, Simi Valley, California 93063. The lease expired on August 31, 2017 and our monthly rent was $1,750 (plus HVAC charges), payable in equal monthly installments. In August 2017, the lease was extended by two years commencing September 1, 2017 at $1,803 per month (plus HVAC charges) for the first year and $1,857 per month (plus HVAC charges) for the second year. On February 1, 2018, the Company signed an operating lease for a residence to be used by our Chief Executive Officer, located in Moorpark, California. The lease term commenced on February 1, 2018 and expires on January 31, 2019. Our monthly rent is $4,510, payable in equal monthly installments. On February 1, 2018, the Company prepaid the $54,120, for the full term of the lease. As at May 31, 2018, we recognized $36,080 as a prepaid expense. Total net rent expense related to our operating leases for the nine months ended May 31, 2018 and 2017, was $38,540 and $16,400 respectively. Future minimum payments under the non-cancelable portion of our operating leases as of May 31, 2018 are as follows: Year ending August 31, 2018 $ 5,409 2019 22,284 Total $ 27,693 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Subsequent to May 31, 2018 and through the date that these financials were made available, the Company had the following subsequent events: We issued units consisting of an aggregate of 1,388,889 shares of common stock and warrants to purchase 1,388,889 shares of common stock, exercisable for three years from issuance at $0.0045 per share, for aggregate gross proceeds of $5,000. The Company issued 634,818,042 shares of common stock for the conversion of convertible notes in the aggregate principal amount of $1,008,131 and accrued interest of $18,271. The Company issued 1,754,219,336 shares of common stock for the conversion of 6,323 shares of preferred stock. Pursuant to our agreement with Brighton Capital, Ltd., we issued 20,000 shares of common stock and a total of 50,000 warrants at an exercise price of $1.90 per share for a term of five years. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of Presentation of Interim Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 14, 2017. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. |
Related Parties | Related Parties We follow ASC 850, “Related Party Disclosures,” |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company has cash on deposits in financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of May 31, 2018 and August 31, 2017 the Company had $4,119,148 and $217,694 in cash and cash equivalents, respectively. |
Intangible Assets | Intangible Assets We account for intangible assets in accordance with ASC 350 “ Intangibles-Goodwill and Other.” The Company issued 40 million shares of common stock (approximately 26% of its outstanding common stock on issuance) for the acquisition of certain intellectual property. Subsequent to the transferor’s receipt of the consideration shares, 80,000,000 shares held by Mr. Daniels were cancelled without consideration to the Company in August 2016 (for the purpose of making more shares available for issuance to new investors and making the Company’s capital structure more attractive to those new investors), thereby increasing the transferor’s beneficial ownership of the Company’s common stock to over 50%. Accordingly, the intellectual property was recorded on the Company’s books at its historical cost of $0. To further substantiate the valuation and due to the lack of readily available market information, the Company hired an independent third-party firm to perform a valuation on the acquired intangible assets. It was concluded that the intellectual property had nominal current value because future net economic benefit could not be reasonably estimated. This firm employed, but ultimately excluded or discounted the following methods of valuation: cost calculation, replacement value, relief from royalty-IP value and fair exchange. It was determined that the intellectual property had nominal current value because (i) the patent had fewer than three years left until expiration, (ii) management projections indicated approximately $582.8 million in capital was required to bring the proposed products/services to market, (iii) the Company, as of the valuation date, had no revenues, a limited business plan, no committed source of funding, a limited workforce and other limitations and (iv) the Company had limited or no contracts in place for personnel, customers or vendors to implement its business plan. As a result of further stock issuances by the Company, on and after February 28, 2017, the transferor held less than 50% of the outstanding common stock of the Company. Further, in July 2017, the transferor distributed all of such shares among its shareholders and thus, no longer has direct ownership in the Company. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at May 31, 2018, and August 31, 2017, measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 12,848,016 $ 12,848,016 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - |
Research and Development Expenses | Research and Development Expenses We follow ASC 730-10, “Research and Development,” |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Stock-based compensation incurred for the nine months ended May 31, 2018 and 2017, respectively, are summarized as follows: Nine Months Ended, May 31, 2018 2017 Vesting of stock options issued to directors, officers and employees $ 22,047,376 $ 9,175,104 Stock warrants issued to investors, strategic service providers and consultants 19,404,490 - Common stock issued to strategic service providers and consultants 2,826,960 14,051,388 Total $ 44,278,826 $ 23,226,492 |
Income Taxes | Income Taxes We account for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company’s deferred tax assets and liabilities are comprised primarily of differences between the book and tax valuation of derivative liabilities, resulting debt discounts and warrant and option valuations, in addition to Net Operating Loss carryforwards for Federal and State income tax purposes. Net deferred tax assets and liabilities are offset in their entirety by a valuation allowance due to the uncertainty of their realization. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited interim financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements on a recurring basis | May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 12,848,016 $ 12,848,016 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - |
Schedule of stock-based compensation | Nine Months Ended, May 31, 2018 2017 Vesting of stock options issued to directors, officers and employees $ 22,047,376 $ 9,175,104 Stock warrants issued to investors, strategic service providers and consultants 19,404,490 - Common stock issued to strategic service providers and consultants 2,826,960 14,051,388 Total $ 44,278,826 $ 23,226,492 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
May 31, 2018 | |
Prepaid Expense, Current [Abstract] | |
Schedule of prepaid expenses | May 31, August 31, 2018 2017 Legal and regulatory fees $ 56,128 $ 94,573 Marketing and branding 1,380,000 164,667 Rent expense 36,080 22,250 Professional fees 55,225 3,794 $ 1,527,433 $ 285,284 |
ACCOUNTS PAYABLE AND ACCRUED 21
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | May 31, August 31, 2018 2017 Trade payables $ 920,393 $ 334,132 Credit card payable 19,382 56,501 Payroll liabilities - 25,636 Other payable 5,480 5,480 Total accounts payable and accrued liabilities $ 945,255 $ 421,749 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
May 31, 2018 | |
Warrants Exercisable to Common Shares | |
Schedule of summary of warrant activity | Number of Shares Weighted- Average Exercise Price Balances as of August 31, 2016 - $ - Granted 4,229,998 1.52 Exercised (1,152,000 ) 1.25 Forfeited - - Balances as of August 31, 2017 3,077,998 $ 1.63 Granted 10,504,218 1.40 Exercised (2,474,615 ) 1.36 Forfeited (1,010,604 ) 1.26 Balances as of May 31, 2018 10,096,997 $ 1.49 |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 10,096,997 3.88 $ 1.49 - - |
Schedule of weighted-average assumptions for options granted | Nine Months Ended May 31, 2018 2017 Exercise price $0.65 - $2.60 $1.25 - $3.25 Expected term 3 - 5 years 1 year Expected average volatility 155%-350% 193% - 216% Expected dividend yield - - Risk-free interest rate 0.98% - 2.83% 0.66% - 1.76% |
Warrants Exercisable into Preferred A Stock | |
Schedule of summary of warrant activity | Number of warrants Weighted- Average Exercise Price Series 1 Series 2 Series 3 Series 1 Series 2 Series 3 Balances as of August 31, 2017 - - - $ - $ - $ - Granted 8,000 8,000 8,000 1,000 1,000 1,000 Exercised - - - - - - Forfeited - - - - - - Balances as of May 31, 2018 8,000 8,000 8,000 $ 1,000 $ 1,000 $ 1,000 |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Number Remaining Average Number Average of Shares life (in Months) Exercise Price of Shares Exercise Price Series 1 8,000 2.70 $ 1,000 8,000 $ 1,000 Series 2 8,000 5.79 $ 1,000 8,000 $ 1,000 Series 3 8,000 11.70 $ 1,000 8,000 $ 1,000 |
STOCK COMPENSATION PLANS (Table
STOCK COMPENSATION PLANS (Tables) | 9 Months Ended |
May 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of options issued | Nine months Ended Year Ended May 31, August 31, 2018 2017 Exercise price $0.50 - $3.25 $0.75 - $3.75 Time to vest On issuance – 4 years On issuance – 4 years Expiration after vesting 5 years 3 years – 5 years |
Schedule of stock option activity | Options Outstanding Number of Shares Weighted- Average Exercise Price Fair Value on Grant Date Intrinsic Value Balances as of August 31, 2016 4,550,000 $ 1.32 $ 2,550,380 $ - Granted 23,800,000 1.97 33,314,610 - Exercised - - - - Forfeited - - - - Balances as of August 31, 2017 28,350,000 $ 1.86 $ 35,864,990 $ - Granted 10,150,000 2.20 19,412,264 - Exercised - - - - Forfeited - - - - Balances as of May 31, 2018 38,500,000 $ 1.95 $ 55,277,254 $ - |
Schedule of information relating to exercisable stock options | Options Exercisable Number Weighted Average of Shares Exercise Price 16,750,000 $ 1.58 |
Schedule of weighted-average grant-date fair value for non-vested stock options | Weighted-Average Grant Date Fair Value Shares Per Share Unvested, August 31, 2016 4,500,000 $ 0.56 Granted 23,800,000 1.40 Vested (4,050,000 ) 1.27 Forfeited - - Unvested, August 31, 2017 24,250,000 $ 1.27 Granted 10,150,000 1.91 Vested (12,650,000 ) 1.46 Forfeited - - Unvested, May 31, 2018 21,750,000 $ 1.46 |
Schedule of weighted-average assumptions for options granted | Nine Months Ended May 31, 2018 2017 Expected term 3.59 - 5.98 years 4.59 - 6.43 years Expected average volatility 175% - 176% 179% - 183% Expected dividend yield - - Risk-free interest rate 2.20% - 2.35% 1.17% - 2.25% |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable outstanding | May 31, August 31, 2018 2017 Convertible Notes - originated in September 2017 $ 150,000 $ - Convertible Notes - originated in October 2017 223,124 - Convertible Notes - originated in November 2017 200,000 - Convertible Notes - originated in December 2017 768,975 - Convertible Notes - originated in January 2018 145,833 - Convertible Notes - originated in March 2018 145,833 - Convertible Notes - originated in April 2018 1,805,000 - Convertible Notes - originated in May 2018 145,833 - Less debt discount and debt issuance cost (2,408,303 ) - 1,176,295 - Less current portion of convertible notes payable (1,176,295 ) - Long-term convertible notes payable $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | |
Schedule of weighted-average assumptions | Nine Months Ended Year Ended May 31, August 31, 2018 2017 Expected term 0.10 - 5.00 years - Expected average volatility 49% - 350% - Expected dividend yield - - Risk-free interest rate 0.98%-2.83% - |
Schedule of derivative liabilities included in the balance sheet | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2017 $ - Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 4,167,934 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes 3,225,787 Addition of new derivative liabilities from reclass of warrants from additional paid in capital 2,078,065 Addition of new derivative liabilities recognized upon issuance of warrants 19,367,718 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 7,806,061 Addition of new derivative liabilities recognized as day one loss on derivatives from warrants 859,488 Reduction of derivative liabilities from exercise of warrants (3,091,847 ) Derivative liabilities settled upon conversion of convertible notes (3,626,032 ) Derivative liabilities settled upon conversion of convertible preferred stock (1,013,661 ) Loss on change in fair value of the derivative liabilities (16,925,497 ) Balance - May 31, 2018 $ 12,848,016 |
Schedule of loss on derivative liability included in the income statement | Nine Months Ended May 31, 2018 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ 3,225,787 $ - Addition of new derivative liabilities recognized as day one loss on derivatives from warrants 859,488 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 7,806,061 Gain on change in fair value of the derivative liabilities (16,925,497 ) - Gain on change in the fair value of derivative liabilities $ (5,034,161 ) $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under the non-cancelable portion of our operating leases | Year ending August 31, 2018 $ 5,409 2019 22,284 Total $ 27,693 |
ORGANIZATION, DESCRIPTION OF 27
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Feb. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
State of incorporation | Nevada | |||||
Date of incorporation | Jan. 5, 2011 | |||||
Total number of share authorized | 5,000,010,000,000 | 5,000,010,000,000 | 360,000,000 | |||
Common stock, shares authorized | 5,000,000,000,000 | 5,000,000,000,000 | 5,000,000,000,000 | 350,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Reverse split ratio | thirty thousand (30,000) to one (1) | |||||
Operating losses | $ (6,094,065) | $ (9,474,818) | $ (54,547,357) | $ (27,068,248) | $ (36,912,959) | |
Accumulated deficit | $ (91,676,186) | $ (91,676,186) | $ (37,128,829) |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Liabilities | ||
Derivative Liabilities | $ 3,626,032 | |
Recurring basis | ||
Liabilities | ||
Derivative Liabilities | 12,848,016 | $ 0 |
Level 1 | Recurring basis | ||
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Level 2 | Recurring basis | ||
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Level 3 | Recurring basis | ||
Liabilities | ||
Derivative Liabilities | $ 12,848,016 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Vesting of stock options issued to directors, officers and employees | $ 22,047,376 | $ 9,175,104 | $ 16,234,697 | ||
Stock warrants issued to investors, strategic service providers and consultants | 19,404,490 | 0 | |||
Common stock issued to strategic service providers and consultants | 2,826,960 | 14,051,388 | |||
Total | $ 6,317,452 | $ 7,615,873 | $ 44,278,826 | $ 23,226,492 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Feb. 28, 2017 | |
Accounting Policies [Abstract] | |||||||
Cash and cash equivalents | $ 809 | $ 4,119,148 | $ 224,331 | $ 4,119,148 | $ 224,331 | $ 217,694 | |
Amortization period for customer relationships, brands and other non-contractual intangible assets | 3 years | ||||||
Common stock issued for acquisition of intellectual property (in shares) | 40,000,000 | ||||||
Percentage of outstanding common stock on issued for the acquisition of certain intellectual property | 26.00% | ||||||
Consideration shares held by Mr. Daniels | 80,000,000 | ||||||
Common stock ownership percentage | 50.00% | 50.00% | |||||
Intellectual property historical cost | $ 0 | $ 0 | |||||
Management projections approximately | 582,800,000 | 582,800,000 | |||||
Percentage of outstanding common stock | 50.00% | ||||||
Research and development costs | $ 18,100 | $ 383,606 | $ 588,042 | $ 704,257 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Prepaid Expense, Current [Abstract] | ||
Legal and regulatory fees | $ 56,128 | $ 94,573 |
Marketing and branding | 1,380,000 | 164,667 |
Rent expense | 36,080 | 22,250 |
Professional fees | 55,225 | 3,794 |
Total prepaid expenses | $ 1,527,433 | $ 285,284 |
ACCOUNTS PAYABLE AND ACCRUED 32
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Trade payables | $ 920,393 | $ 334,132 |
Credit card payable | 19,382 | 56,501 |
Payroll liabilities | 0 | 25,636 |
Other payable | 5,480 | 5,480 |
Total accounts payable and accrued liabilities | $ 945,255 | $ 421,749 |
EQUITY (Details)
EQUITY (Details) - Warrant - $ / shares | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Number of warrants | ||
Balances at beginning | 3,077,998 | 0 |
Granted | 10,504,218 | 4,229,998 |
Exercised | (2,474,615) | (1,152,000) |
Forfeited | (1,010,604) | 0 |
Balances at end | 10,096,997 | 3,077,998 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1.63 | $ 0 |
Granted | 1.40 | 1.52 |
Exercised | 1.36 | 1.25 |
Forfeited | 1.26 | 0 |
Balances at end | $ 1.49 | $ 1.63 |
Series 1 | ||
Number of warrants | ||
Balances at beginning | 0 | |
Granted | 8,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | 8,000 | 0 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 0 | |
Granted | 1,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 0 |
Series 2 | ||
Number of warrants | ||
Balances at beginning | 0 | |
Granted | 8,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | 8,000 | 0 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 0 | |
Granted | 1,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 0 |
Series 3 | ||
Number of warrants | ||
Balances at beginning | 0 | |
Granted | 8,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | 8,000 | 0 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 0 | |
Granted | 1,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 0 |
EQUITY (Details 1)
EQUITY (Details 1) - Warrant - $ / shares | 9 Months Ended | ||
May 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 10,096,997 | 3,077,998 | 0 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 3 years 10 months 17 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1.49 | $ 1.63 | $ 0 |
Warrants Exercisable, Number of Shares | 0 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0 | ||
Series 1 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 8,000 | 0 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 2 years 8 months 12 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 0 | |
Warrants Exercisable, Number of Shares | 8,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 | ||
Series 2 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 8,000 | 0 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 5 years 9 months 15 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 0 | |
Warrants Exercisable, Number of Shares | 8,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 | ||
Series 3 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 8,000 | 0 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 11 years 8 months 12 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 0 | |
Warrants Exercisable, Number of Shares | 8,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 |
EQUITY (Details 2)
EQUITY (Details 2) - Warrant - $ / shares | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Number of Shares | ||
Balances at beginning | 3,077,998 | 0 |
Granted | 10,504,218 | 4,229,998 |
Exercised | (2,474,615) | (1,152,000) |
Forfeited | (1,010,604) | 0 |
Balances at end | 10,096,997 | 3,077,998 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1.63 | $ 0 |
Granted | 1.40 | 1.52 |
Exercised | 1.36 | 1.25 |
Forfeited | 1.26 | 0 |
Balances at end | $ 1.49 | $ 1.63 |
EQUITY (Details 3)
EQUITY (Details 3) | May 31, 2018USD_per_warrants | May 31, 2017USD_per_warrants |
Minimum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 1 month 6 days | |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.98 | |
Maximum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 5 years | |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.83 | |
Warrant | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 1 year | |
Warrant | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Warrant | Minimum | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.65 | 1.25 |
Warrant | Minimum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 3 years | |
Warrant | Minimum | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 155 | 193 |
Warrant | Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.98 | 0.66 |
Warrant | Maximum | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.60 | 3.25 |
Warrant | Maximum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 5 years | |
Warrant | Maximum | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 350 | 216 |
Warrant | Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.83 | 1.76 |
EQUITY (Details 4)
EQUITY (Details 4) - Warrant - $ / shares | 9 Months Ended | ||
May 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 10,096,997 | 3,077,998 | 0 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 3 years 10 months 17 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1.49 | $ 1.63 | $ 0 |
Warrants Exercisable, Number of Shares | 0 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended | |||
May 29, 2018 | May 31, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | May 31, 2017 | |
Stockholders' Equity [Line Items] | |||||
Common stock, shares authorized | 5,000,000,000,000 | 350,000,000 | 5,000,000,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock issued in conjunction with convertible notes (in shares) | 8,418,018 | ||||
Common stock issued in conjunction with convertible notes | $ 1,840,742 | ||||
Series A Convertible Preferred Stock | |||||
Stockholders' Equity [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, stated value per share | $ 1,150 | $ 1,150 | |||
Common stock issued in conjunction with convertible notes (in shares) | 10,000,000 | ||||
Debt conversion, converted instrument, amount | $ 1,150 | ||||
Discount percent | 82.50% | ||||
Conversion Price | $ 0.71 | ||||
Number of shares issued | 8,000 | 8,000 | |||
Proceeds from issuance of convertible preferred Stock | $ 6,700,000 | ||||
Number of units called by warrant issued to underwriters | 640 | ||||
Preferred stock, shares issued | 7,058 | 0 | 0 | ||
Preferred stock, shares outstanding | 7,058 | 0 | 0 | ||
Preferred stock converted to common stock (in shares) | (942) | ||||
Common Stock | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued in conjunction with convertible notes (in shares) | 1,589,977 | ||||
Number of shares issued | 21,124,249 | ||||
Common stock issued in conjunction with convertible notes | $ 1,590 | ||||
Preferred stock converted to common stock (in shares) | 4,333,200 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 15, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Feb. 28, 2018 | |
Stockholders' Equity [Line Items] | |||||
Common stock, shares authorized | 5,000,000,000,000 | 5,000,000,000,000 | 350,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock issued for services | $ 2,826,960 | $ 13,913,076 | |||
Proceeds from issuance of common stock | 1,144,999 | $ 3,019,676 | |||
Proceeds from exercise of warrants | $ 1,657,125 | 940,000 | |||
Common stock issued in conjunction with convertible notes (in shares) | 8,418,018 | ||||
Common stock issued in conjunction with convertible notes | $ 1,840,742 | ||||
Common stock, shares issued (in shares) | 111,713,403 | 90,589,154 | |||
Common stock, shares outstanding (in shares) | 111,713,403 | 90,589,154 | |||
Loss on warrants included fair value of derivatives liabilities | $ (3,225,787) | $ 0 | |||
Conversion of convertible note accrued interest | 78,319 | $ 0 | |||
Conversion of convertible note principal amount | $ 6,618,099 | ||||
Minimum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 1.75 | ||||
Maximum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 2 | ||||
Warrant | |||||
Stockholders' Equity [Line Items] | |||||
Warrants outstanding value | $ 0 | ||||
Warrant market closing price | $ 0.23 | ||||
Number of units of share purchase warrants revalued at fair value | 3,415,498 | ||||
Fair value adjustment based on Black Scholes option valuation model | $ 2,937,553 | ||||
Addition of new derivative liabilities from reclass of warrants from additional paid in capital | 2,078,065 | ||||
Loss on warrants included fair value of derivatives liabilities | $ 859,448 | ||||
Common Stock | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for conversion of convertible notes (in shares) | 8,418,018 | ||||
Number of shares issued | 21,124,249 | ||||
Common stock issued for services (in shares) | 2,930,769 | 10,894,480 | |||
Common stock issued for services | $ 2,931 | $ 10,894 | |||
Common stock units for cash (in shares) | 1,346,222 | 4,104,998 | |||
Common stock issued for exercise of warrants (in shares) | 2,506,063 | 1,152,000 | |||
Common stock issued in conjunction with convertible notes (in shares) | 1,589,977 | ||||
Common stock issued in conjunction with convertible notes | $ 1,590 | ||||
Common Stock | Convertible Notes | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for conversion of convertible notes (in shares) | 8,418,018 | ||||
Conversion of convertible note accrued interest | $ 103,774 | ||||
Conversion of convertible note principal amount | $ 3,051,501 | ||||
Common Stock | Minimum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 0.65 | ||||
Common Stock | Maximum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 2.60 | ||||
Common Stock | Consultant | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for services (in shares) | 478,740 | ||||
Common stock issued for services | $ 536,964 | ||||
Common Stock | Strategic service providers | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for services (in shares) | 2,452,029 | ||||
Common stock issued for services | $ 2,289,996 |
STOCK COMPENSATION PLANS (Detai
STOCK COMPENSATION PLANS (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to vest | 4 years | 4 years |
Expiration after vesting | 5 years | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 0.50 | $ 0.75 |
Expiration after vesting | 3 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 3.25 | $ 3.75 |
Expiration after vesting | 5 years |
STOCK COMPENSATION PLANS (Det41
STOCK COMPENSATION PLANS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Number of Shares | ||
Balances at beginning | 28,350,000 | 4,550,000 |
Granted | 10,150,000 | 23,800,000 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Balances at end | 38,500,000 | 28,350,000 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1.86 | $ 1.32 |
Granted | 2.20 | 1.97 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Balances at end | $ 1.95 | $ 1.86 |
Fair Value on Grant Date | ||
Balances at beginning | $ 35,864,990 | $ 2,550,380 |
Granted | 19,412,264 | 33,314,610 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Balances at end | 55,277,254 | 35,864,990 |
Intrinsic Value | ||
Balances at beginning | 0 | 0 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Balances at end | $ 0 | $ 0 |
STOCK COMPENSATION PLANS (Det42
STOCK COMPENSATION PLANS (Details 2) | May 31, 2018$ / sharesshares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Exercisable, Number of Shares | shares | 16,750,000 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.58 |
STOCK COMPENSATION PLANS (Det43
STOCK COMPENSATION PLANS (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Shares | ||
Unvested, Balances | 24,250,000 | 4,500,000 |
Granted | 10,150,000 | 23,800,000 |
Vested | (12,650,000) | (4,050,000) |
Forfeited | 0 | 0 |
Unvested, Balances | 21,750,000 | 24,250,000 |
Weighted-Average Grant Date Fair Value Per Share | ||
Unvested, Balances | $ 1.27 | $ 0.56 |
Granted | 1.91 | 1.40 |
Vested | 1.46 | 1.27 |
Forfeited | 0 | 0 |
Unvested, Balances | $ 1.46 | $ 1.27 |
STOCK COMPENSATION PLANS (Det44
STOCK COMPENSATION PLANS (Details 4) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 3 years 7 months 2 days | 4 years 7 months 2 days |
Expected average volatility | 175.00% | 179.00% |
Risk-free interest rate | 2.20% | 1.17% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 11 months 23 days | 6 years 5 months 5 days |
Expected average volatility | 176.00% | 183.00% |
Risk-free interest rate | 2.35% | 2.25% |
STOCK COMPENSATION PLANS (Det45
STOCK COMPENSATION PLANS (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 30, 2017 | Jul. 30, 2017 | May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation expense | $ 6,317,452 | $ 7,615,873 | $ 44,278,826 | $ 23,226,492 | ||||
Intrinsic value of options outstanding | $ 0 | 0 | $ 0 | $ 0 | ||||
Granted | 19,412,264 | 33,314,610 | ||||||
Total fair values of stock options that vested | $ 22,047,376 | $ 9,175,104 | $ 16,234,697 | |||||
2017 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued price per share | $ 0.23 | $ 0.23 | ||||||
Total compensation cost expected to be recognized | $ 16,922,872 | $ 16,922,872 | ||||||
Intrinsic value of options outstanding | $ 0 | $ 0 | ||||||
Number of shares available for grant | 9,600,000 | 9,600,000 | ||||||
Compensation cost not yet recognized, period for recognition | 5 years 5 months 9 days | |||||||
Employees, officers and directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock issued | 10,150,000 | 23,800,000 | ||||||
Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock issued | 400,000 | |||||||
Share based compensation arrangement option expire date | Dec. 29, 2022 | |||||||
Common stock issued price per share | $ 1.98 | |||||||
Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options expiration period | 5 years | |||||||
Employee Stock Option | 2017 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance | 10,000,000 | |||||||
Percentage of shareholder to grant exercise price of incentive stock option | 10.00% | |||||||
Threshold percentage limit of exercise price respect to fair market value on the grant date | 110.00% | |||||||
Threshold limit of term of options | 10 years | |||||||
Threshold limit of term of options granted to 10% shareholders | 5 years | |||||||
Termination term of option under termination of employment | 3 months | |||||||
Termination term of option under event of death or disability | 1 year | |||||||
Share based compensation arrangement option expire date | Dec. 31, 2026 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Debt Instrument [Line Items] | ||
Convertible notes | $ 6,618,099 | |
Less debt discount and debt issuance cost | (2,408,303) | $ 0 |
Convertible Notes, Net | 1,176,295 | 0 |
Less current portion of convertible notes payable | (1,176,295) | 0 |
Long-term convertible notes payable | 0 | 0 |
Convertible Notes - originated in September 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 150,000 | 0 |
Convertible Notes - originated in October 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 223,124 | 0 |
Convertible Notes - originated in November 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 200,000 | 0 |
Convertible Notes - originated in December 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 768,975 | 0 |
Convertible Notes - originated in January 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 145,833 | 0 |
Convertible Notes - originated in March 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 145,833 | 0 |
Convertible Notes - originated in April 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,805,000 | 0 |
Convertible Notes - originated in May 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 145,833 | $ 0 |
CONVERTIBLE NOTES (Detail Textu
CONVERTIBLE NOTES (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2018 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | ||
Convertible notes | $ 6,618,099 | |
Proceeds from issuance of convertible notes | 5,662,750 | |
Original issuance discount | 629,099 | |
Financing fees | $ 326,250 | |
Common shares and warrant units to purchase common stock | 1,589,977 | |
Number of warrants called to purchase common stock | 721,000 | |
Conversion after issuance days | 180 days | |
Derivative liabilities | $ 3,626,032 | |
Interest expense on convertible notes | 182,093 | $ 0 |
Accrued interest payable | $ 78,319 | 0 |
Common Stock | ||
Debt Instrument [Line Items] | ||
Common stock issued for conversion of convertible notes (in shares) | 8,418,018 | |
Convertible Notes | Common Stock | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 3,051,501 | |
Common stock issued for conversion of convertible notes (in shares) | 8,418,018 | |
Accrued interest payable | $ 103,774 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 1.75 | |
Convertible note term | 6 months | |
Annual interest rate | 0.00% | |
Discount percent | 55.00% | |
Trading days prior to conversion | 20 days | |
Minimum | Common Stock | ||
Debt Instrument [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 0.65 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 2 | |
Convertible note term | 1 year | |
Annual interest rate | 12.00% | |
Discount percent | 70.00% | |
Trading days prior to conversion | 25 days | |
Maximum | Common Stock | ||
Debt Instrument [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 2.60 | |
Interest expense | ||
Debt Instrument [Line Items] | ||
Amortization expense of debt discount and deferred financing fees | $ 4,573,723 | $ 0 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | May 31, 2018 | Aug. 31, 2017 |
Expected term | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, term | 1 month 6 days | |
Expected term | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, term | 5 years | |
Expected average volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Expected average volatility | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 49 | |
Expected average volatility | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 350 | |
Risk-free interest rate | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0.98 | |
Risk-free interest rate | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 2.83 |
DERIVATIVE LIABILITIES (Detai49
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Addition of new derivative liabilities recognized upon issuance of convertible preferred stock | $ 7,806,061 | |
Addition of new derivative liabilities recognized as day one loss on derivatives from warrants | 859,488 | |
Loss on change in fair value of the derivative liabilities | (16,925,497) | $ 0 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance - August 31, 2017 | 0 | |
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts | 4,167,934 | |
Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes | 3,225,787 | |
Addition of new derivative liabilities from reclass of warrants from additional paid in capital | 2,078,065 | |
Addition of new derivative liabilities recognized upon issuance of warrants | 19,367,718 | |
Addition of new derivative liabilities recognized upon issuance of convertible preferred stock | 7,806,061 | |
Addition of new derivative liabilities recognized as day one loss on derivatives from warrants | 859,488 | |
Reduction of derivative liabilities from exercise of warrants | (3,091,847) | |
Derivative liabilities settled upon conversion of convertible notes | (3,626,032) | |
Derivative liabilities settled upon conversion of convertible preferred stock | (1,013,661) | |
Loss on change in fair value of the derivative liabilities | (16,925,497) | |
Balance - May 31, 2018 | $ 12,848,016 |
DERIVATIVE LIABILITIES (Detai50
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | |
May 31, 2018 | May 31, 2018 | May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Day one loss due to derivative liabilities on convertible notes and warrants | $ 3,225,787 | $ 0 | |
Addition of new derivative liabilities recognized as day one loss on derivatives from warrants | 859,488 | ||
Addition of new derivative liabilities recognized upon issuance of convertible preferred stock | 7,806,061 | ||
Loss on change in fair value of the derivative liabilities | (16,925,497) | 0 | |
Gain on change in the fair value of derivative liabilities | $ 7,576,117 | $ 5,034,161 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Feb. 01, 2018 | Aug. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Prepaid rent | $ 36,080 | $ 36,080 | $ 22,250 | |||
Management fees | $ 60,000 | $ 1,500 | 102,000 | $ 13,135 | ||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Prepaid rent | $ 54,120 | |||||
Directors and Officers | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | $ 13,135 | $ 0 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES (Details) | May 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 5,409 |
2,019 | 22,284 |
Total | $ 27,693 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | Aug. 03, 2016USD ($)shares | Jul. 31, 2017shares | Jan. 31, 2017shares | Oct. 31, 2016shares | May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($) | Feb. 01, 2018USD ($) | Aug. 31, 2017USD ($) | Jun. 30, 2016USD ($)ft² |
Other Commitments [Line Items] | |||||||||
Rent per month for first year | $ | $ 5,409 | ||||||||
Rent per month for the second year | $ | 22,284 | ||||||||
Prepaid rent | $ | 36,080 | $ 22,250 | |||||||
Total net rent expense related to operating leases | $ | 38,540 | $ 16,400 | |||||||
Lease Agreement | |||||||||
Other Commitments [Line Items] | |||||||||
Area of Land | ft² | 1,500 | ||||||||
Amount of rent expenses | $ | $ 1,750 | ||||||||
Extended term of lease agreement | 2 years | ||||||||
Rent per month for first year | $ | $ 1,803 | ||||||||
Rent per month for the second year | $ | $ 1,857 | ||||||||
Lease Agreement | Chief Executive Officer | |||||||||
Other Commitments [Line Items] | |||||||||
Amount of rent expenses | $ | $ 4,510 | ||||||||
Prepaid rent | $ | $ 36,080 | $ 54,120 | |||||||
Air Lease Corporation | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock, share issued | 9,058,652 | ||||||||
Common stock outstanding shares, percentage | 10.00% | 6.00% | |||||||
Additional common stock to be issued | 2,113,549 | ||||||||
Common stock issued for services | 7,700,000 | ||||||||
Term of warrants | 5 years | ||||||||
Jet Midwest Group | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock, share issued | 1,449,172 | ||||||||
Common stock outstanding shares, percentage | 1.60% | ||||||||
Additional common stock to be issued | 338,480 | ||||||||
Common stock issued for services | 1,250,000 | ||||||||
Brighton Capital, Ltd | Consulting agreement | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | 410,000 | ||||||||
Number of warrants | 1,000,000 | ||||||||
Term of warrants | 3 years | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date of Execution | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | 50,000 | ||||||||
Number of warrants | 100,000 | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date of first issuance beginning August 1, 2017 | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | 10,000 | ||||||||
Number of warrants | 25,000 | ||||||||
Term of warrants | 36 months | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date Through August 31, 2017 | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | 150,000 | ||||||||
Number of warrants | 350,000 | ||||||||
Term of warrants | 5 years | ||||||||
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.90 | ||||||||
Apcentive Inc | |||||||||
Other Commitments [Line Items] | |||||||||
Additional common stock to be issued | 20,000,000 | ||||||||
Expected expenditure on acquired intangible assets | $ | $ 8,000,000 | ||||||||
Percentage of royalty to be payable | 1.50% | ||||||||
Apcentive Inc | Expenditure on or before August 3, 2017 | |||||||||
Other Commitments [Line Items] | |||||||||
Expected expenditure on acquired intangible assets | $ | $ 1,000,000 | ||||||||
Apcentive Inc | Expenditure on or before August 3, 2018 | |||||||||
Other Commitments [Line Items] | |||||||||
Expected expenditure on acquired intangible assets | $ | 2,000,000 | ||||||||
Apcentive Inc | Expenditure on or before August 3, 2019 | |||||||||
Other Commitments [Line Items] | |||||||||
Expected expenditure on acquired intangible assets | $ | $ 5,000,000 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Jul. 09, 2018 | May 31, 2018 |
Subsequent Event [Line Items] | ||
Number of warrants called to purchase common stock | 721,000 | |
Common Stock | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 21,124,249 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 1,388,889 | |
Number of warrants called to purchase common stock | 1,388,889 | |
Term of warrants | 3 years | |
Warrants exercise price (in dollars per share) | $ 0.0045 | |
Aggregate gross proceeds from issuance of warrants | $ 5,000 | |
Number of common stock issued for the conversion | 1,754,219,336 | |
Number of preferred stock converted | 6,323 | |
Subsequent Event | Brighton Capital, Ltd | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 20,000 | |
Number of warrants called to purchase common stock | 50,000 | |
Term of warrants | 5 years | |
Warrants exercise price (in dollars per share) | $ 1.90 | |
Subsequent Event | Convertible Note | ||
Subsequent Event [Line Items] | ||
Number of common stock issued in connection with convertible notes | 634,818,042 | |
Amount of convertible notes issued | $ 1,008,131 | |
Accrued interest convertible notes | $ 18,271 |