Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2018 | Jan. 04, 2019 | |
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 | 3,327,404,310 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 130,513 | $ 155,988 |
Prepaid expenses and other assets | 128,953 | 1,019,650 |
Total Current Assets | 259,466 | 1,175,638 |
Property and equipment, net | 31,486 | 34,610 |
Total Assets | 290,952 | 1,210,248 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 8,411,333 | 4,909,419 |
Accrued interest | 103,919 | 67,157 |
Convertible notes payable, net of unamortized debt discount of $349,422 and $863,852, respectively | 1,406,583 | 976,229 |
Derivative liabilities | 3,105,129 | 4,494,698 |
Total Current Liabilities | 13,026,964 | 10,447,503 |
Total Liabilities | 13,026,964 | 10,447,503 |
Stockholders' 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; 1,099 and 1,048 shares issued and outstanding as of November 30, 2018 and August 31, 2018, respectively | 1 | 1 |
Common stock, $0.001 par value, 5,000,000,000,000 shares authorized; 2,937,101,278 and 684,342 shares issued and outstanding as of November 30, 2018 and August 31, 2018, respectively | 2,937,101 | 684 |
Additional paid-in capital | 107,949,888 | 104,574,113 |
Accumulated deficit | (123,623,002) | (113,812,053) |
Total Stockholders' Deficit | (12,736,012) | (9,237,255) |
Total Liabilities and Stockholders' Deficit | $ 290,952 | $ 1,210,248 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Unamortized debt discount (in dollars) | $ 349,422 | $ 863,852 |
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 | 2,937,101,278 | 684,342 |
Common stock, shares outstanding | 2,937,101,278 | 684,342 |
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 | 1,099 | 1,048 |
Preferred stock, shares outstanding | 1,099 | 1,048 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses | ||
Marketing and branding | 3,231,383 | 1,089,280 |
Depreciation | 3,124 | 2,088 |
General and administrative expenses | 157,200 | 114,742 |
Professional fees | 1,502,768 | 857,285 |
Research and development | 55,141 | 285,889 |
Salaries and wages | 221,594 | 229,215 |
Stock based compensation | 4,310,328 | 5,962,525 |
Total operating expense | 9,481,538 | 8,541,024 |
Operating Loss | (9,481,538) | (8,541,024) |
Other income (expense) | ||
Interest expense | (564,303) | (980,604) |
Net change in fair value of derivative liabilities including day one losses | 234,892 | (535,068) |
Total other expense | (329,411) | (1,515,672) |
Net Loss | $ (9,810,949) | $ (10,056,696) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.01) | $ (3,296) |
Weighted average number of common shares outstanding (in shares) | 761,133,987 | 3,051 |
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, 2017 | $ 3 | $ 37,235,403 | $ (37,128,829) | $ 106,577 | |
Balance (in shares) at Aug. 31, 2017 | 3,022 | ||||
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 | ||||
Common stock converted from preferred stock | $ (8) | $ 557 | (549) | ||
Common stock converted from preferred stock (in shares) | (7,552) | 557,351 | |||
Preferred stock units issued from the exercise of warrants | $ 1 | 599,999 | 600,000 | ||
Preferred stock units issued from the exercise of warrants (in shares) | 600 | ||||
Common stock units issued for cash | $ 3 | 1,174,996 | 1,174,999 | ||
Common stock units issued for cash (in shares) | 3,178 | ||||
Common stock issued for exercise of warrants | 1,657,125 | 1,657,125 | |||
Common stock issued for exercise of warrants (in shares) | 84 | ||||
Common stock issued for services | $ 33 | 3,394,055 | 3,394,088 | ||
Common stock issued for services (in shares) | 32,884 | ||||
Common stock issued in conjunction with convertible notes | 1,840,742 | 1,840,742 | |||
Common stock issued in conjunction with convertible notes (in shares) | 53 | ||||
Common stock issued for conversion of convertible notes | $ 88 | 4,403,137 | 4,403,225 | ||
Common stock issued for conversion of convertible notes (in shares) | 87,770 | ||||
Stock options issued to employees and consultants | 26,846,659 | 26,846,659 | |||
Net change 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 | 6,857,743 | 6,857,743 | |||
Reclassification to additional paid in capital from derivative liability upon conversion of convertible preferred stock | 12,799,770 | 12,799,770 | |||
Net loss | (76,683,224) | (76,683,224) | |||
Balance at Aug. 31, 2018 | $ 1 | $ 684 | 104,574,113 | (113,812,053) | (9,237,255) |
Balance (in shares) at Aug. 31, 2018 | 1,048 | 684,342 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock converted from preferred stock | $ (1) | $ 2,632,629 | (2,632,628) | ||
Common stock converted from preferred stock (in shares) | (749) | 2,632,629,380 | |||
Preferred stock units issued from the exercise of warrants | $ 1 | 799,999 | 800,000 | ||
Preferred stock units issued from the exercise of warrants (in shares) | 800 | ||||
Common stock issued for services | $ 46,243 | (28,093) | 18,150 | ||
Common stock issued for services (in shares) | 46,242,792 | ||||
Common stock issued for conversion of convertible notes | $ 257,545 | (210,358) | 47,187 | ||
Common stock issued for conversion of convertible notes (in shares) | 257,544,764 | ||||
Stock options issued to employees and consultants | 4,292,178 | 4,292,178 | |||
Reclassification to additional paid in capital from derivative liability upon conversion of convertible notes | 122,122 | 122,122 | |||
Reclassification to additional paid in capital from derivative liability upon conversion of convertible preferred stock | 1,032,555 | 1,032,555 | |||
Net loss | (9,810,949) | (9,810,949) | |||
Balance at Nov. 30, 2018 | $ 1 | $ 2,937,101 | $ 107,949,888 | $ (123,623,002) | $ (12,736,012) |
Balance (in shares) at Nov. 30, 2018 | 1,099 | 2,937,101,278 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,810,949) | $ (10,056,696) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 3,124 | 2,088 |
Stock-based compensation | 4,310,328 | 5,962,525 |
Amortization of debt discount included in interest expense | 514,429 | 953,451 |
Change in fair value of derivative liabilities | (234,892) | 535,068 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 890,697 | (359,956) |
Accounts payable and accrued liabilities | 3,501,914 | 158,422 |
Accrued interest | 49,874 | 27,153 |
Net Cash Used in Operating Activities | (775,475) | (2,777,945) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (8,456) | |
Net Cash Used in Investing Activities | (8,456) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes, net | 2,249,000 | |
Repayment of convertible notes | (50,000) | |
Proceeds from issuance of common stock units | 484,000 | |
Preferred stock units issued from the exercise of warrants | 800,000 | |
Net Cash Provided by Investing Activities | 750,000 | 2,733,000 |
Net change in cash and cash equivalents | (25,475) | (53,401) |
Cash and cash equivalents, beginning of period | 155,988 | 217,694 |
Cash and cash equivalents, end of period | 130,513 | 164,293 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 800 | |
Non-cash financing transactions: | ||
Derivative liabilities recognized as debt discount | 479,762 | |
Common stock issued for conversion of debt | 47,187 | |
Common stock issued for conversion of preferred stock | 2,632,629 | |
Reclassification to additional paid in capital from derivative liability upon conversion of convertible notes | 122,122 | |
Reclassification to additional paid in capital from derivative liability upon conversion of convertible preferred stock | $ 1,032,555 | |
Reclassification to derivative liability from additional paid in capital due to warrants | 2,078,065 | |
Addition of new derivative liabilities recognized upon issuance of warrants | 238,701 | |
Original issuance discount and deferred financing cost | $ 341,125 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Nov. 30, 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 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 Infinitus 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 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 placements, 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 | 3 Months Ended |
Nov. 30, 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 U.S. GAAP 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 months ended November 30, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 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, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 14, 2018. 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. 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 ASC Topic 820 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 November 30, 2018, and August 31, 2018, measured at fair value on a recurring basis: November 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,105,129 $ 3,105,129 August 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 4,494,698 $ 4,494,698 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 three months ended November 30, 2018 and 2017, respectively, are summarized as follows: November 30, 2018 2017 Stock options issued to employees, strategic service provider and consultants $ 4,292,178 $ 5,545,200 Stock warrants issued to investors and consultants - 186,968 Common stock issued to strategic service providers and consultants 18,150 230,357 Total $ 4,310,328 $ 5,962,525 Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. Management has considered all other 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 | 3 Months Ended |
Nov. 30, 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 November 30, 2018 and August 31, 2018: November 30, August 31, 2018 2018 Legal and regulatory fees $ 108,258 $ 255,500 Marketing and branding 4,500 712,900 Rent expense 9,020 22,550 Professional fees 7,175 28,700 $ 128,953 $ 1,019,650 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Nov. 30, 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 November 30, 2018 and August 31, 2018: November 30, August 31, 2018 2018 Trade Payables $ 8,302,628 $ 4,796,784 Credit Card Payable 38,745 37,675 Other Payable 69,960 74,960 Total $ 8,411,333 $ 4,909,419 |
EQUITY
EQUITY | 3 Months Ended |
Nov. 30, 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 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 three months ended November 30, 2018, 749 shares of Series A Convertible Preferred Stock were converted into 2,632,629,380 shares of common stock. As of November 30, 2018, and August 31, 2018, 1,099 and 1,048 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. During the three months ended November 30, 2018, the Company amended the expiry date of Series 1, 2 and 3 warrant to May 29, 2019. The below table summarizes warrant activity during the three months ended November 30, 2018 and the year ended August 31, 2018: Number of warrants Weighted- Average Exercise Price Series 1 Series 2 Series 3 Series 1 Series 2 Series 3 Balances as of August 31, 2018 7,500 7,900 8,000 $ 1,000 $ 1,000 $ 1,000 Granted - - - - - - Exercised - (200 ) (600 ) 1,000 1,000 1,000 Forfeited - - - - - - Balances as of November 30, 2018 7,500 7,700 7,400 $ 1,000 $ 1,000 $ 1,000 The following table summarizes information relating to outstanding and exercisable warrants as of November 30, 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 7,500 5.92 $ 1,000 7,500 $ 1,000 Series 2 7,700 5.92 $ 1,000 7,700 $ 1,000 Series 3 7,400 5.92 $ 1,000 7,400 $ 1,000 During the three months ended November 30, 2018, 200 Series 2 warrants were exercised into 200 shares of Series A Convertible Preferred Stock and 600 Series 3 warrants were exercised into 600 shares of Series A Convertible Preferred Stock. Common stock Issuances During the three months ended November 30, 2018, the Company issued 2,936,416,936 shares of common stock, as follows: · 46,242,792 shares of common stock to strategic service providers, for services valued at $18,150. · 2,632,629,380 shares of common stock issued for the conversion of 749 shares of Series A Convertible Preferred Stock. · 257,544,764 shares of common stock issued upon the conversion of convertible notes in aggregate principal amount of $34,075 and accrued interest of $13,112. As at November 30, 2018 and August 31, 2018, the Company had 2,937,101,278 and 684,342 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 three months ended November 30, 2018 and the year ended August 31, 2018: Number of Shares Weighted- Average Exercise Price Balances as of August 31, 2017 119 $ 48,900 Granted 3,513 4,505 Exercised (92 ) 40,823 Forfeited (231 ) 46,862 Balances as of August 31, 2018 3,309 $ 1,196 Granted 3 57,000 Exercised - - Forfeited - - Balances as of November 30, 2018 3,312 $ 2,196 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 year ended August 31, 2018: Year Ended August 31, 2018 Exercise price $10.2 - $97,500 Expected term 1.49 - 5 years Expected average volatility 124%-354% Expected dividend yield - Risk-free interest rate 0.98% - 2.83% The following table summarizes information relating to outstanding and exercisable warrants as of November 30, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Number Remaining Contractual Average Number Average of Shares life (in years) Exercise Price of Shares Exercise Price 3,312 2.64 $ 2,196 3,312 2,196 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 November 30, 2018 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of November 30, 2018, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.0001 on November 30, 2018. The Company determined that the warrants qualify for derivative accounting as a result of the related issuances of convertible notes, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options. |
STOCK COMPENSATION PLANS
STOCK COMPENSATION PLANS | 3 Months Ended |
Nov. 30, 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 three months ended November 30, 2018 and the year ended August 31, 2018, options to purchase 0 and 339 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: Year Ended August 31, 2018 Exercise price $15,000 - $97,500 Time to vest On issuance – 4 years Expiration after vesting 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 On December 30, 2017, the Company granted options to directors (see below) to purchase an aggregate of 14 shares of our common stock at a price of $59,400 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 November 30, 2018, there were 320 shares available for future grant under the 2017 Plan. Stock Options During the three months ended November 30, 2018, the Company did not grant options and during the year ended August 31, 2018, the Company granted options with an aggregate fair value of $19,412,264, 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 three months ended November 30, 2018 and the year ended August 31, 2018: Options Outstanding Number of Shares Weighted- Average Exercise Price Fair Value on Grant Date Intrinsic Value Balances as of August 31, 2017 946 98,700 35,864,990 - Granted 339 66,000 19,412,264 - Exercised - - - - Forfeited (2 ) 37,200 (67,894 ) - Balances as of August 31, 2018 1,283 $ 58,500 $ 55,209,360 $ - Granted - - - - Exercised - - - - Forfeited - - - - Balances as of November 30, 2018 1,283 $ 58,504 $ 55,209,360 $ - The following table summarizes information relating to exercisable stock options as of November 30, 2018: Options Exercisable Number of Shares Weighted Average Exercise Price 660 $ 45,979 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 November 30, 2018. As of November 30, 2018, the aggregate intrinsic value of stock options outstanding was $0 based on the closing market price of $0.0001 on November 30, 2018. Weighted-average grant-date fair value for non-vested stock options as of November 30, 2018 and August 31, 2018 were listed as follows: Shares Weighted- Average Grant Date Fair Value Per Share Unvested, August 31, 2017 809 $ 38,100 Granted 339 57,300 Vested (473 ) 43,800 Forfeited - - Unvested, August 31, 2018 675 $ 43,800 Granted - - Vested (52 ) 37,500 Forfeited - - Unvested, November 30, 2018 623 $ 43,800 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 year ended August 31, 2018 and 2017: Year Ended August 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 November 30, 2018 and year ended August 31, 2018 were $2,510,847 and $18,112,430, respectively. As of November 30, 2018, there was $7,831,411 of total unrecognized compensation cost related to non-vested stock options granted. The Company expects to recognize that cost over a remaining weighted average vesting period of 0.55 years as of November 30, 2018. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES The Company had the following principal balances under its convertible notes outstanding as of November 30, 2018 and August 31, 2018: November 30, August 31, 2018 2018 Convertible Notes - originated in October 2017 $ 162,700 $ 164,190 Convertible Notes - originated in December 2017 109,725 109,725 Convertible Notes - originated in January 2018 1,915 24,500 Convertible Notes - originated in March 2018 145,833 145,833 Convertible Notes - originated in April 2018 1,190,000 1,250,000 Convertible Notes - originated in May 2018 145,832 145,833 1,756,005 1,840,081 Less debt discount and debt issuance cost (349,422 ) (863,852 ) 1,406,583 976,229 Less current portion of convertible notes payable (1,406,583 ) (976,229 ) Long-term convertible notes payable $ - $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $514,429 and $953,451 for the three months ended November 30, 2018 and 2017, respectively, which is included in interest expense in the statements of operations. For the three months ended November 30, 2018 and 2017, the interest expense on convertible notes was $49,874 and $27,153, respectively. As of November 30, 2018 and August 31, 2018, the accrued interest payable was $103,919 and $67,157, respectively. Conversion During the three months ended November 30, 2018, holders of certain of the convertible notes converted these notes with principal amounts of $34,075 and accrued interest of $13,112 into 257,544,764 shares of common stock. The corresponding derivative liability at the date of conversion of $122,122 was credited to additional paid in capital. Convertible Notes – Issued during the year ended August 31, 2018 During the year ended August 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 53 common shares and warrants to purchase up to 25 shares of common stock at exercise prices ranging from $52,500 to $60,000 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. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Nov. 30, 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 November 30, 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 November 30, 2018 and August 31, 2018: Three months ended Year Ended November 30, August 31, 2018 2018 Expected term 0.11 - 0.50 years 0.10 - 5.00 years Expected average volatility 283% - 580% 49% - 350% Expected dividend yield - - Risk-free interest rate 2.31%-2.52% 0.98% - 2.83% The following table summarizes the derivative liabilities included in the balance sheet at November 30, 2018: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2018 $ 4,494,698 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 1,106,610 Derivative liabilities settled upon conversion of convertible notes (122,122 ) Derivative liabilities settled upon conversion of convertible preferred stock (1,032,555 ) Loss on change in fair value of the derivative liabilities (1,341,502 ) Balance - November 30, 2018 $ 3,105,129 The following table summarizes the (gain) loss on derivative liability included in the income statement for the three months ended November 30, 2018 and 2017, respectively. Three months ended November 30, 2018 2017 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes $ - $ 140,251 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 1,106,610 - Addition of new derivative liabilities recognized as day one loss on derivatives from warrants - 859,488 (Gain) loss on change in fair value of the derivative liabilities (1,341,502 ) (464,671 ) $ (234,892 ) $ 535,068 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Anti-Dilution Agreements 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 November 30, 2018, we had issued 49 shares of common stock to Jet Midwest Group, LLC and were obligated to issue an additional 46,253,639 shares of common stock. After entering into the agreement with us, Jet Midwest Group, LLC sought protection from creditors under the bankruptcy code, which proceedings were subsequently dismissed. One of Jet Midwest Group, LLC’s creditors has claimed that shares of our common stock to be issued under the anti-dilution right should be issued to it instead of Jet Midwest Group, LLC. In light of this dispute and ongoing litigation between Jet Midwest Group, LLC and its creditors, the Company is evaluating its obligation to continue issuing shares to Jet Midwest Group, LLC. Consulting agreement On July 31, 2017, the Company engaged Brighton Capital, Ltd. (“ Brighton 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 From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company'’s financial position. 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 November 30, 2018, we recognized $9,020 as a prepaid expense. Total net rent expense related to our operating leases for the three months ended November 30, 2018 and 2017, was $5,570 and $5,355 respectively. Future minimum payments under the non-cancelable portion of our operating leases as of August 31, 2018 are as follows: Year ended August 31, 2019 22,284 Thereafter - Total $ 22,284 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to November 30, 2018 and through the date that these financials were made available, the Company had the following subsequent events: On December 6, 2018, the Company issued 195,151,516 shares of common stock for the conversion of 14 shares of preferred stock. On December 17, 2018, the Company and Sabby Volatility Warrant Master Fund, Ltd. (“ Sabby Preferred Stock On December 28, 2018, the Company issued 195,151,516 shares of common stock for the conversion of 14 shares of preferred stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Nov. 30, 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 U.S. GAAP 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 months ended November 30, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 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, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 14, 2018. |
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. |
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 ASC Topic 820 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 November 30, 2018, and August 31, 2018, measured at fair value on a recurring basis: November 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,105,129 $ 3,105,129 August 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 4,494,698 $ 4,494,698 |
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 three months ended November 30, 2018 and 2017, respectively, are summarized as follows: November 30, 2018 2017 Stock options issued to employees, strategic service provider and consultants $ 4,292,178 $ 5,545,200 Stock warrants issued to investors and consultants - 186,968 Common stock issued to strategic service providers and consultants 18,150 230,357 Total $ 4,310,328 $ 5,962,525 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. Management has considered all other 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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements on a recurring basis | November 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,105,129 $ 3,105,129 August 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 4,494,698 $ 4,494,698 |
Schedule of stock-based compensation | November 30, 2018 2017 Stock options issued to employees, strategic service provider and consultants $ 4,292,178 $ 5,545,200 Stock warrants issued to investors and consultants - 186,968 Common stock issued to strategic service providers and consultants 18,150 230,357 Total $ 4,310,328 $ 5,962,525 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Prepaid Expense, Current [Abstract] | |
Schedule of prepaid expenses | November 30, August 31, 2018 2018 Legal and regulatory fees $ 108,258 $ 255,500 Marketing and branding 4,500 712,900 Rent expense 9,020 22,550 Professional fees 7,175 28,700 $ 128,953 $ 1,019,650 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | November 30, August 31, 2018 2018 Trade Payables $ 8,302,628 $ 4,796,784 Credit Card Payable 38,745 37,675 Other Payable 69,960 74,960 Total $ 8,411,333 $ 4,909,419 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Warrants Exercisable to Common Shares | |
Schedule of summary of warrant activity | Number of Shares Weighted- Average Exercise Price Balances as of August 31, 2017 119 $ 48,900 Granted 3,513 4,505 Exercised (92 ) 40,823 Forfeited (231 ) 46,862 Balances as of August 31, 2018 3,309 $ 1,196 Granted 3 57,000 Exercised - - Forfeited - - Balances as of November 30, 2018 3,312 $ 2,196 |
Schedule of weighted-average assumptions for options granted | Year Ended August 31, 2018 Exercise price $10.2 - $97,500 Expected term 1.49 - 5 years Expected average volatility 124%-354% Expected dividend yield - Risk-free interest rate 0.98% - 2.83% |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Number Remaining Contractual Average Number Average of Shares life (in years) Exercise Price of Shares Exercise Price 3,312 2.64 $ 2,196 3,312 2,196 |
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, 2018 7,500 7,900 8,000 $ 1,000 $ 1,000 $ 1,000 Granted - - - - - - Exercised - (200 ) (600 ) 1,000 1,000 1,000 Forfeited - - - - - - Balances as of November 30, 2018 7,500 7,700 7,400 $ 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 7,500 5.92 $ 1,000 7,500 $ 1,000 Series 2 7,700 5.92 $ 1,000 7,700 $ 1,000 Series 3 7,400 5.92 $ 1,000 7,400 $ 1,000 |
STOCK COMPENSATION PLANS (Table
STOCK COMPENSATION PLANS (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of options issued | Year Ended August 31, 2018 Exercise price $15,000 - $97,500 Time to vest On issuance – 4 years Expiration after vesting 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, 2017 946 98,700 35,864,990 - Granted 339 66,000 19,412,264 - Exercised - - - - Forfeited (2 ) 37,200 (67,894 ) - Balances as of August 31, 2018 1,283 $ 58,500 $ 55,209,360 $ - Granted - - - - Exercised - - - - Forfeited - - - - Balances as of November 30, 2018 1,283 $ 58,504 $ 55,209,360 $ - |
Schedule of information relating to exercisable stock options | Options Exercisable Number of Shares Weighted Average Exercise Price 660 $ 45,979 |
Schedule of weighted-average grant-date fair value for non-vested stock options | Shares Weighted- Average Grant Date Fair Value Per Share Unvested, August 31, 2017 809 $ 38,100 Granted 339 57,300 Vested (473 ) 43,800 Forfeited - - Unvested, August 31, 2018 675 $ 43,800 Granted - - Vested (52 ) 37,500 Forfeited - - Unvested, November 30, 2018 623 $ 43,800 |
Schedule of weighted-average assumptions for options granted | Year Ended August 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) | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable outstanding | November 30, August 31, 2018 2018 Convertible Notes - originated in October 2017 $ 162,700 $ 164,190 Convertible Notes - originated in December 2017 109,725 109,725 Convertible Notes - originated in January 2018 1,915 24,500 Convertible Notes - originated in March 2018 145,833 145,833 Convertible Notes - originated in April 2018 1,190,000 1,250,000 Convertible Notes - originated in May 2018 145,832 145,833 1,756,005 1,840,081 Less debt discount and debt issuance cost (349,422 ) (863,852 ) 1,406,583 976,229 Less current portion of convertible notes payable (1,406,583 ) (976,229 ) Long-term convertible notes payable $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | |
Schedule of weighted-average assumptions | Three months ended Year Ended November 30, August 31, 2018 2018 Expected term 0.11 - 0.50 years 0.10 - 5.00 years Expected average volatility 283% - 580% 49% - 350% Expected dividend yield - - Risk-free interest rate 2.31%-2.52% 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, 2018 $ 4,494,698 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 1,106,610 Derivative liabilities settled upon conversion of convertible notes (122,122 ) Derivative liabilities settled upon conversion of convertible preferred stock (1,032,555 ) Loss on change in fair value of the derivative liabilities (1,341,502 ) Balance - November 30, 2018 $ 3,105,129 |
Schedule of (gain) loss on derivative liability included in the income statement | Three months ended November 30, 2018 2017 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes $ - $ 140,251 Addition of new derivative liabilities recognized upon issuance of convertible preferred stock 1,106,610 - Addition of new derivative liabilities recognized as day one loss on derivatives from warrants - 859,488 (Gain) loss on change in fair value of the derivative liabilities (1,341,502 ) (464,671 ) $ (234,892 ) $ 535,068 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under the non-cancelable portion of our operating leases | Year ended August 31, 2019 22,284 Thereafter - Total $ 22,284 |
ORGANIZATION, DESCRIPTION OF _2
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Detail Textuals) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 28, 2018Splitshares | Nov. 30, 2018USD ($)shares | Nov. 30, 2017USD ($) | Aug. 31, 2018USD ($)shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
State of incorporation | Nevada | |||
Date of incorporation | Jan. 5, 2011 | |||
Total number of share authorized | 360,000,000 | 5,000,010,000,000 | ||
Common stock, shares authorized | 350,000,000 | 5,000,000,000,000 | 5,000,000,000,000 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Number of reverse stock split | Split | 5 | |||
Reverse split ratio | thirty thousand (30,000) to one (1) | |||
Operating losses | $ | $ (9,810,949) | $ (10,056,696) | $ (76,683,224) | |
Accumulated deficit | $ | $ (123,623,002) | $ (113,812,053) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring basis - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Liabilities | ||
Derivative Liabilities | $ 3,105,129 | $ 4,494,698 |
Level 1 | ||
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Level 2 | ||
Liabilities | ||
Derivative Liabilities | 0 | 0 |
Level 3 | ||
Liabilities | ||
Derivative Liabilities | $ 3,105,129 | $ 4,494,698 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Accounting Policies [Abstract] | ||
Stock options issued to employees, strategic service provider and consultants | $ 0 | $ 186,968 |
Stock warrants issued to investors and consultants | 4,292,178 | 5,545,200 |
Common stock issued to strategic service providers and consultants | 18,150 | 230,357 |
Total | $ 4,310,328 | $ 5,962,525 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Accounting Policies [Abstract] | ||
Research and development costs | $ 55,141 | $ 285,889 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Prepaid Expense, Current [Abstract] | ||
Legal and regulatory fees | $ 108,258 | $ 255,500 |
Marketing and branding | 4,500 | 712,900 |
Rent expense | 9,020 | 22,550 |
Professional fees | 7,175 | 28,700 |
Total prepaid expenses | $ 128,953 | $ 1,019,650 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Trade Payables | $ 8,302,628 | $ 4,796,784 |
Credit Card Payable | 38,745 | 37,675 |
Other Payable | 69,960 | 74,960 |
Total | $ 8,411,333 | $ 4,909,419 |
EQUITY (Details)
EQUITY (Details) - Warrant - $ / shares | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Number of warrants | ||
Balances at beginning | 3,309 | 119 |
Granted | 3 | 3,513 |
Exercised | 0 | (92) |
Forfeited | 0 | (231) |
Balances at end | 3,312 | 3,309 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1,196 | $ 48,900 |
Granted | 57,000 | 4,505 |
Exercised | 0 | 40,823 |
Forfeited | 0 | 46,862 |
Balances at end | $ 2,196 | $ 1,196 |
Series 1 | ||
Number of warrants | ||
Balances at beginning | 7,500 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 0 | |
Balances at end | 7,500 | 7,500 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1,000 | |
Granted | 0 | |
Exercised | 1,000 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 1,000 |
Series 2 | ||
Number of warrants | ||
Balances at beginning | 7,900 | |
Granted | 0 | |
Exercised | (200) | |
Forfeited | 0 | |
Balances at end | 7,700 | 7,900 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1,000 | |
Granted | 0 | |
Exercised | 1,000 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 1,000 |
Series 3 | ||
Number of warrants | ||
Balances at beginning | 8,000 | |
Granted | 0 | |
Exercised | (600) | |
Forfeited | 0 | |
Balances at end | 7,400 | 8,000 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1,000 | |
Granted | 0 | |
Exercised | 1,000 | |
Forfeited | 0 | |
Balances at end | $ 1,000 | $ 1,000 |
EQUITY (Details 1)
EQUITY (Details 1) - Warrant - $ / shares | 3 Months Ended | ||
Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 3,312 | 3,309 | 119 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in Months) | 2 years 7 months 21 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 2,196 | $ 1,196 | $ 48,900 |
Warrants Exercisable, Number of Shares | 3,312 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 2,196 | ||
Series 1 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 7,500 | 7,500 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in Months) | 5 years 11 months 1 day | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 1,000 | |
Warrants Exercisable, Number of Shares | 7,500 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 | ||
Series 2 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 7,700 | 7,900 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in Months) | 5 years 11 months 1 day | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 1,000 | |
Warrants Exercisable, Number of Shares | 7,700 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 | ||
Series 3 | |||
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 7,400 | 8,000 | |
Warrants Outstanding, Weighted Average Remaining Contractual life (in Months) | 5 years 11 months 1 day | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,000 | $ 1,000 | |
Warrants Exercisable, Number of Shares | 7,400 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 1,000 |
EQUITY (Details 2)
EQUITY (Details 2) - Warrant - $ / shares | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Number of Shares | ||
Balances at beginning | 3,309 | 119 |
Granted | 3 | 3,513 |
Exercised | 0 | (92) |
Forfeited | 0 | (231) |
Balances at end | 3,312 | 3,309 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 1,196 | $ 48,900 |
Granted | 57,000 | 4,505 |
Exercised | 0 | 40,823 |
Forfeited | 0 | 46,862 |
Balances at end | $ 2,196 | $ 1,196 |
EQUITY (Details 3)
EQUITY (Details 3) | Nov. 30, 2018Percent | Aug. 31, 2018Percent$ / shares |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Minimum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 1 month 10 days | 1 month 6 days |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.31 | 0.98 |
Maximum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 6 months | 5 years |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.52 | 2.83 |
Warrant | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Warrant | Minimum | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding exercise price | $ / shares | $ 10.2 | |
Warrant | Minimum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 1 year 5 months 27 days | |
Warrant | Minimum | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 124 | |
Warrant | Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.98 | |
Warrant | Maximum | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding exercise price | $ / shares | $ 97,500 | |
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 | 354 | |
Warrant | Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.83 |
EQUITY (Details 4)
EQUITY (Details 4) - Warrant - $ / shares | 3 Months Ended | ||
Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | |
Stockholders' Equity [Line Items] | |||
Warrants Outstanding, Number of Shares | 3,312 | 3,309 | 119 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 2 years 7 months 21 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 2,196 | $ 1,196 | $ 48,900 |
Warrants Exercisable, Number of Shares | 3,312 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 2,196 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 29, 2018 | Nov. 30, 2018 | Aug. 31, 2018 | Jun. 28, 2018 | |
Stockholders' Equity [Line Items] | ||||
Common stock, shares authorized | 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 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, voting rights | one vote | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares issued (in shares) | 2,937,101,278 | 684,342 | ||
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 | ||
Conversion Price | $ 0.71 | |||
Discount percent | 82.50% | |||
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 converted to common stock (in shares) | (749) | (7,552) | ||
Preferred stock, shares issued | 1,099 | 1,048 | ||
Preferred stock, shares outstanding | 1,099 | 1,048 | ||
Common Stock | ||||
Stockholders' Equity [Line Items] | ||||
Common stock issued in conjunction with convertible notes (in shares) | 53 | |||
Common stock, shares issued (in shares) | 2,936,416,936 | |||
Preferred stock converted to common stock (in shares) | 2,632,629,380 | 557,351 | ||
Warrant | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price | $ 57,000 | $ 4,505 | ||
Number of warrants exercised | 0 | 92 | ||
Warrant | Series 1 | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price | $ 0 | |||
Number of warrants exercised | 0 | |||
Warrant | Series 2 | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price | $ 0 | |||
Number of warrants exercised | 200 | |||
Warrant | Series 3 | ||||
Stockholders' Equity [Line Items] | ||||
Exercise price | $ 0 | |||
Number of warrants exercised | 600 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 29, 2018 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | Jun. 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 | $ 18,150 | $ 3,394,088 | |||
Proceeds from issuance of common stock | $ 484,000 | ||||
Common stock issued in conjunction with convertible notes | $ 1,840,742 | ||||
Common stock, shares issued (in shares) | 2,937,101,278 | 684,342 | |||
Common stock, shares outstanding (in shares) | 2,937,101,278 | 684,342 | |||
Conversion of convertible note principal amount | $ 1,756,005 | $ 1,840,081 | |||
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 | |||
Number of shares issued | 8,000 | 8,000 | |||
Preferred stock converted to common stock (in shares) | (749) | (7,552) | |||
Minimum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 52,500 | ||||
Maximum | |||||
Stockholders' Equity [Line Items] | |||||
Warrants exercise price (in dollars per share) | $ 60,000 | ||||
Warrant | |||||
Stockholders' Equity [Line Items] | |||||
Warrants outstanding value | $ 0 | ||||
Warrant market closing price | $ 0.0001 | ||||
Common Stock | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for conversion of convertible notes (in shares) | 257,544,764 | 87,770 | |||
Common stock issued for services (in shares) | 46,242,792 | 32,884 | |||
Common stock issued for services | $ 46,243 | $ 33 | |||
Common stock units issued for cash (in shares) | 3,178 | ||||
Common stock issued for exercise of warrants (in shares) | 84 | ||||
Common stock issued in conjunction with convertible notes (in shares) | 53 | ||||
Common stock, shares issued (in shares) | 2,936,416,936 | ||||
Preferred stock converted to common stock (in shares) | 2,632,629,380 | 557,351 | |||
Common Stock | Convertible Notes | |||||
Stockholders' Equity [Line Items] | |||||
Common stock issued for conversion of convertible notes (in shares) | 257,544,764 | ||||
Conversion of convertible note principal amount | $ 34,075 | $ 6,618,099 | |||
Conversion of convertible note accrued interest | $ 13,112 |
STOCK COMPENSATION PLANS (Detai
STOCK COMPENSATION PLANS (Details) - Stock options | 12 Months Ended |
Aug. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Time to vest | 4 years |
Expiration after vesting | 5 years |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 15,000 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 97,500 |
STOCK COMPENSATION PLANS (Det_2
STOCK COMPENSATION PLANS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Number of Shares | ||
Balances at beginning | 1,283 | 946 |
Granted | 0 | 339 |
Exercised | 0 | 0 |
Forfeited | 0 | (2) |
Balances at end | 1,283 | 1,283 |
Weighted- Average Exercise Price | ||
Balances at beginning | $ 58,500 | $ 98,700 |
Granted | 0 | 66,000 |
Exercised | 0 | 0 |
Forfeited | 0 | 37,200 |
Balances at end | $ 58,504 | $ 58,500 |
Fair Value on Grant Date | ||
Balances at beginning | $ 55,209,360 | $ 35,864,990 |
Granted | 0 | 19,412,264 |
Exercised | 0 | 0 |
Forfeited | 0 | (67,894) |
Balances at end | 55,209,360 | 55,209,360 |
Intrinsic Value | ||
Balances at beginning | 0 | 0 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Balances at end | $ 0 | $ 0 |
STOCK COMPENSATION PLANS (Det_3
STOCK COMPENSATION PLANS (Details 2) | Nov. 30, 2018$ / sharesshares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Exercisable, Number of Shares | shares | 660 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 45,979 |
STOCK COMPENSATION PLANS (Det_4
STOCK COMPENSATION PLANS (Details 3) - $ / shares | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018 | Aug. 31, 2018 | |
Shares | ||
Unvested, Balances | 675 | 809 |
Granted | 0 | 339 |
Vested | (52) | (473) |
Forfeited | 0 | 0 |
Unvested, Balances | 623 | 675 |
Weighted-Average Grant Date Fair Value Per Share | ||
Unvested, Balances | $ 43,800 | $ 38,100 |
Granted | 0 | 57,300 |
Vested | 37,500 | 43,800 |
Forfeited | 0 | 0 |
Unvested, Balances | $ 43,800 | $ 43,800 |
STOCK COMPENSATION PLANS (Det_5
STOCK COMPENSATION PLANS (Details 4) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 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 (Det_6
STOCK COMPENSATION PLANS (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2017 | Jul. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 4,310,328 | $ 5,962,525 | ||||
Intrinsic value of options outstanding | 0 | $ 0 | $ 0 | |||
Granted | 0 | 19,412,264 | ||||
Total fair values of stock options that vested | $ 2,510,847 | $ 18,112,430 | ||||
2017 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | 320 | |||||
Common stock issued price per share | $ 0.0001 | |||||
Total compensation cost expected to be recognized | $ 7,831,411 | |||||
Intrinsic value of options outstanding | $ 0 | |||||
Compensation cost not yet recognized, period for recognition | 6 months 18 days | |||||
Employees, officers and directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock issued | 0 | 339 | ||||
Board of Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock issued | 14 | |||||
Common stock issued price per share | $ 59,400 | |||||
Share based compensation arrangement option expire date | Dec. 29, 2022 | |||||
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 | 334 | |||||
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 ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Debt Instrument [Line Items] | ||
Convertible notes | $ 1,756,005 | $ 1,840,081 |
Less debt discount and debt issuance cost | (349,422) | (863,852) |
Convertible notes, net | 1,406,583 | 976,229 |
Less current portion of convertible notes payable | (1,406,583) | (976,229) |
Long-term convertible notes payable | 0 | 0 |
Convertible Notes - originated in October 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 162,700 | 164,190 |
Convertible Notes - originated in December 2017 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 109,725 | 109,725 |
Convertible Notes - originated in January 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,915 | 24,500 |
Convertible Notes - originated in March 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 145,833 | 145,833 |
Convertible Notes - originated in April 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,190,000 | 1,250,000 |
Convertible Notes - originated in May 2018 | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 145,832 | $ 145,833 |
CONVERTIBLE NOTES (Detail Textu
CONVERTIBLE NOTES (Detail Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | |||
Convertible notes | $ 1,756,005 | $ 1,840,081 | |
Proceeds from issuance of convertible notes | $ 2,249,000 | 5,662,750 | |
Accrued interest | 49,874 | 27,153 | |
Accrued interest payable | $ 103,919 | $ 67,157 | |
Common Stock | |||
Debt Instrument [Line Items] | |||
Common stock issued for conversion of convertible notes (in shares) | 257,544,764 | 87,770 | |
Convertible Notes | Common Stock | |||
Debt Instrument [Line Items] | |||
Convertible notes | $ 34,075 | $ 6,618,099 | |
Accrued interest payable | $ 13,112 | ||
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 | 53 | ||
Number of warrants called to purchase common stock | 25 | ||
Common stock issued for conversion of convertible notes (in shares) | 257,544,764 | ||
Derivative liabilities | $ 122,122 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Warrants exercise price (in dollars per share) | $ 52,500 | ||
Convertible note term | 6 months | ||
Annual interest rate | 0.00% | ||
Discount percent | 55.00% | ||
Trading days prior to conversion | 20 days | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Warrants exercise price (in dollars per share) | $ 60,000 | ||
Convertible note term | 1 year | ||
Annual interest rate | 12.00% | ||
Conversion after issuance days | 180 days | ||
Discount percent | 70.00% | ||
Trading days prior to conversion | 25 days | ||
Interest expense | |||
Debt Instrument [Line Items] | |||
Amortization expense of debt discount and deferred financing fees | 514,429 | 953,451 | |
Interest expense | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Accrued interest | 49,874 | $ 27,153 | |
Accrued interest payable | $ 103,919 | $ 67,157 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - Percent | Nov. 30, 2018 | Aug. 31, 2018 |
Expected term | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, term | 1 month 10 days | 1 month 6 days |
Expected term | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, term | 6 months | 5 years |
Expected average volatility | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 283 | 49 |
Expected average volatility | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 580 | 350 |
Expected dividend yield | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Risk-free interest rate | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 2.31 | 0.98 |
Risk-free interest rate | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 2.52 | 2.83 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 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 | $ 1,106,610 | $ 0 |
Loss on change in fair value of the derivative liabilities | (1,341,502) | $ (464,671) |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance - August 31, 2018 | 4,494,698 | |
Addition of new derivative liabilities recognized upon issuance of convertible preferred stock | 1,106,610 | |
Derivative liabilities settled upon conversion of convertible notes | (122,122) | |
Derivative liabilities settled upon conversion of convertible preferred stock | (1,032,555) | |
Loss on change in fair value of the derivative liabilities | (1,341,502) | |
Balance - November 30, 2018 | $ 3,105,129 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes | $ 0 | $ 140,251 |
Addition of new derivative liabilities recognized upon issuance of convertible preferred stock | 1,106,610 | 0 |
Addition of new derivative liabilities recognized as day one loss on derivatives from warrants | 0 | 859,488 |
(Gain) loss on change in fair value of the derivative liabilities | 1,341,502 | 464,671 |
(Gain) loss on derivative liability | $ (234,892) | $ 535,068 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Aug. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 22,284 |
Thereafter | 0 |
Total | $ 22,284 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | Aug. 03, 2016USD ($)shares | Jul. 31, 2017shares | Oct. 31, 2016shares | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 30, 2017USD ($) | Aug. 31, 2018USD ($) | May 31, 2018$ / sharesshares | Feb. 01, 2018USD ($) | Jun. 30, 2016USD ($)ft² |
Other Commitments [Line Items] | |||||||||
Rent per month for first year | $ | $ 22,284 | ||||||||
Prepaid rent | $ | $ 9,020 | $ 22,550 | |||||||
Total net rent expense related to operating leases | $ | $ 5,570 | $ 5,355 | |||||||
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 | $ | $ 54,120 | ||||||||
Jet Midwest Group | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock, share issued | shares | 49 | ||||||||
Common stock outstanding shares, percentage | 1.60% | ||||||||
Additional common stock to be issued | shares | 46,253,639 | ||||||||
Common stock issued for services | shares | 1,250,000 | ||||||||
Brighton Capital, Ltd | Consulting agreement | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | shares | 14 | ||||||||
Number of warrants exercise | shares | 34 | ||||||||
Term of warrants | 3 years | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date of Execution | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | shares | 2 | ||||||||
Number of warrants exercise | shares | 4 | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date of first issuance beginning August 1, 2017 | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock issued for services | shares | 1 | ||||||||
Number of warrants exercise | shares | 1 | ||||||||
Term of warrants | 36 months | ||||||||
Brighton Capital, Ltd | Consulting agreement | Date Through August 31, 2017 | |||||||||
Other Commitments [Line Items] | |||||||||
Additional common stock to be issued | shares | 18 | ||||||||
Number of warrants exercise | shares | 20 | 12 | |||||||
Term of warrants | 5 years | ||||||||
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 57,000 | $ 57,000 | |||||||
Apcentive Inc | |||||||||
Other Commitments [Line Items] | |||||||||
Additional common stock to be issued | shares | 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) - Subsequent Event - USD ($) | 1 Months Ended | ||
Dec. 17, 2018 | Dec. 28, 2018 | Dec. 06, 2018 | |
Subsequent Event [Line Items] | |||
Number of common stock issued for the conversion | 195,151,516 | 195,151,516 | |
Number of preferred stock converted | 14 | 14 | |
Sabby Exercise Agreement | |||
Subsequent Event [Line Items] | |||
Number of preferred stock converted | 90 | ||
Number of warrants called to purchase preferred stock | 90,000 | ||
Number of warrants exercise | 90 | ||
Proceeds from exercise of warrants | $ 90,000 |