Cover
Cover | 12 Months Ended |
Aug. 31, 2021USD ($)shares | |
Cover [Abstract] | |
Entity Registrant Name | Allied Corp. |
Entity Central Index Key | 0001575295 |
Document Type | 10-K |
Amendment Flag | false |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --08-31 |
Entity Well Known Seasoned Issuer | No |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Document Period End Date | Aug. 31, 2021 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Entity Common Stock Shares Outstanding | shares | 79,858,867 |
Entity Public Float | $ | $ 53,429,451 |
Document Annual Report | true |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Current assets | ||
Cash | $ 419,825 | $ 94,047 |
Inventory (Note 5) | 136,261 | 52,585 |
Other receivables | 82,837 | 0 |
Prepaid expenses | 277,529 | 51,682 |
Total current assets | 916,452 | 198,314 |
Deposits and advances (Note 6) | 3,156,163 | 3,008,246 |
Right-of-use assets (Note 9) | 247,325 | 374,997 |
Property, plant and equipment (Note 7) | 267,835 | 223,020 |
Intangible assets (Note 8) | 46,000 | 3,300,000 |
Total assets | 4,633,775 | 7,104,577 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,871,659 | 1,396,495 |
Current portion of lease liabilities (Note 9) | 25,013 | 17,073 |
Loan payable (Note 10) | 1,596,522 | 1,253,772 |
Secured convertible notes payable (Note 11) | 1,889,050 | 400,000 |
Total current liabilities | 5,382,244 | 3,067,340 |
Lease liabilities, net of current portion (Note 9) | 222,312 | 333,073 |
Total liabilities | 5,604,556 | 3,400,413 |
Stockholders' equity | ||
Preferred stock - 50,000,000 shares authorized, $0.0001 par value nil shares issued and outstanding | 0 | 0 |
Common stock - 300,000,000 shares authorized, $0.0001 par value; 79,858,867 shares issued and outstanding (85,105,780 - par value $0.0001 - August 31, 2020) | 7,986 | 8,511 |
Treasury stock | 707 | 0 |
Additional paid in capital | 18,099,226 | 12,226,382 |
Common stock issuable | 929,985 | 19,952 |
Accumulated deficit | (19,393,812) | (7,908,566) |
Accumulated other comprehensive loss | (614,873) | (642,115) |
Total stockholders' equity (deficiency) | (970,781) | 3,704,164 |
Total liabilities and stockholders' equity (deficiency) | $ 4,633,775 | $ 7,104,577 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2021 | Aug. 31, 2020 |
Stockholders' equity (deficit) | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 79,858,867 | 85,105,780 |
Common stock, shares outstanding | 79,858,867 | 85,105,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Revenues | ||
Sales | $ 12,518 | $ 0 |
Expenses | ||
Amortization | 547,478 | 466,042 |
Purchase of inventory | 2,773 | 0 |
Charitable donations | 9,221 | 164,197 |
Consulting fees | 978,022 | 1,099,670 |
Stock-based compensation | 2,666,077 | 0 |
Foreign exchange loss (gain) | 16,416 | (5,110) |
Interest expense and bank charges | 625,424 | 148,236 |
Office and miscellaneous | 1,198,828 | 948,175 |
Professional fees | 916,039 | 680,673 |
Rent | 50,570 | 90,537 |
Travel | 10,398 | 826 |
Inventory costs and write-down to net realizable value (Note 5) | 635,219 | 0 |
Operating expenses | 7,656,465 | 3,593,246 |
Loss before other items | (7,643,947) | (3,593,246) |
Other income and expenses | ||
Other income | 48,517 | 0 |
Impairment of assets (Note 17) | (245,500) | 0 |
Loss on termination of lease | (65,565) | 0 |
Settlement payments (Note 16) | 108,500 | 0 |
Loss on debt extinguishment | (118,448) | 0 |
Impairment of intangible assets (Note 8) | (2,687,695) | (2,230,904) |
Gain on forgiveness of promissory note | 0 | 536,729 |
Write-off of receivables and deposits | (9,348) | (342,773) |
Loss on extinguishment of secured convertible notes payable | 0 | (220,065) |
Contingent expenses on Allied Colombia (Note 4) | 0 | (530,191) |
Accretion | (654,760) | (227,313) |
Total other expenses | (3,841,299) | (3,014,517) |
Net loss | (11,485,246) | (6,607,763) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 27,242 | (611,624) |
Comprehensive loss | $ (11,458,004) | $ (7,219,387) |
Basic and diluted loss per share | $ (0.14) | $ (0.08) |
Weighted average number of common shares outstanding | 80,389,077 | 80,746,754 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficiency) - USD ($) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Stock Issuable [Member] | Stock subscription receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (loss) [Member] |
Balance, shares at Aug. 31, 2019 | 51,200,014 | |||||||
Balance, amount at Aug. 31, 2019 | $ (389,438) | $ 5,120 | $ 0 | $ 912,965 | $ 24,135 | $ (364) | $ (1,300,803) | $ (30,491) |
Cancellation of common stock, shares | (10,459,220) | |||||||
Cancellation of common stock, amount | 0 | $ (1,046) | $ 0 | 1,046 | 0 | 0 | 0 | 0 |
Shares reacquired by treasury, shares | (4,500,000) | 4,500,000 | ||||||
Shares reacquired by treasury, amount | 0 | $ (450) | $ 450 | 0 | 0 | 0 | 0 | 0 |
Shares issued on acquisition of assets, shares | 4,500,000 | (4,500,000) | ||||||
Shares issued on acquisition of assets, amount | 4,500,000 | $ 450 | $ (450) | 4,500,000 | 0 | 0 | 0 | 0 |
Effect of reverse acquisition, shares | 42,027,986 | |||||||
Effect of reverse acquisition, amount | 3,995,201 | $ 4,203 | $ 0 | 3,925,542 | 65,092 | 364 | 0 | 0 |
Shares issued for cash, shares | 2,050,000 | |||||||
Shares issued for cash, amount | 2,375,908 | $ 205 | $ 0 | 2,440,795 | (65,092) | 0 | 0 | 0 |
Share issuance costs, shares | 72,000 | |||||||
Share issuance costs, amount | 0 | $ 7 | $ 0 | (7) | 0 | 0 | 0 | 0 |
Beneficial conversion feature | 115,383 | 0 | 0 | 115,383 | 0 | 0 | 0 | 0 |
Detachable warrants issued with convertible notes payable | 108,100 | $ 0 | $ 0 | 108,100 | 0 | 0 | 0 | 0 |
Shares issued for services provided in prior year, shares | 215,000 | |||||||
Shares issued for services provided in prior year, amount | 0 | $ 22 | $ 0 | 24,113 | (24,135) | 0 | 0 | 0 |
Shares issuable and warrants issued upon modification of debt | 218,397 | 0 | 0 | 198,445 | 19,952 | 0 | 0 | 0 |
Comprehensive loss for the year | (7,219,387) | $ 0 | $ 0 | 0 | 0 | 0 | (6,607,763) | (611,624) |
Balance, shares at Aug. 31, 2020 | 85,105,780 | |||||||
Balance, amount at Aug. 31, 2020 | 3,704,164 | $ 8,511 | $ 0 | 12,226,382 | 19,952 | 0 | (7,908,566) | (642,115) |
Shares issued for cash, shares | 2,746,667 | |||||||
Shares issued for cash, amount | 750,000 | $ 275 | $ 0 | 1,859,725 | (1,110,000) | 0 | 0 | 0 |
Beneficial conversion feature | 276,008 | 0 | 0 | 276,008 | 0 | 0 | 0 | 0 |
Detachable warrants issued with convertible notes payable | $ 434,594 | 0 | 0 | 434,594 | 0 | 0 | 0 | 0 |
Shares issued for services provided in prior year, shares | 31,289,441 | |||||||
Comprehensive loss for the year | $ (11,458,004) | $ 0 | $ 0 | 0 | 0 | 0 | (11,485,246) | 27,242 |
Shares returned to treasury, shares | (8,123,170) | 8,123,170 | ||||||
Shares returned to treasury, amount | 0 | $ (812) | $ 812 | 0 | 0 | 0 | 0 | 0 |
Common stock subscribed for cash | 2,031,717 | 0 | 0 | 0 | 2,031,717 | 0 | 0 | 0 |
Share issuance costs | (100,514) | $ 0 | $ 0 | (100,514) | 0 | 0 | 0 | 0 |
Shares issued to settle debts, shares | 142,790 | |||||||
Shares issued to settle debts, amount | 124,410 | $ 14 | $ 0 | 124,396 | 0 | 0 | 0 | 0 |
Shares issued upon modification of debt, shares | 136,000 | |||||||
Shares issued upon modification of debt, amount | 129,999 | $ 13 | $ 0 | 149,938 | (19,952) | 0 | 0 | 0 |
Shares issued for finders fees, shares | 800 | |||||||
Shares issued for finders fees, amount | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Cancellation of shares for no consideration, shares | (1,200,000) | |||||||
Cancellation of shares for no consideration, amount | 0 | $ (120) | $ 0 | 120 | 0 | 0 | 0 | 0 |
Shares re-issued for asset acquisition, shares | 200,000 | (200,000) | ||||||
Shares re-issued for asset acquisition, amount | 160,000 | $ 20 | $ (20) | 160,000 | 0 | 0 | 0 | 0 |
Shares issuable for promissory note, shares | 100,000 | (100,000) | ||||||
Shares issuable for promissory note, amount | 90,000 | $ 10 | $ (10) | 90,000 | 0 | 0 | 0 | 0 |
Stock-based compensation | 2,241,077 | 0 | 2,241,077 | 0 | 0 | 0 | 0 | |
Shares issuable for modification of debt | 8,268 | $ 0 | $ 0 | 0 | 8,268 | 0 | 0 | 0 |
Shares issued for consulting services, shares | 750,000 | (750,000) | ||||||
Shares issued for consulting services, amount | 637,500 | $ 75 | $ (75) | 637,500 | 0 | 0 | 0 | 0 |
Balance, shares at Aug. 31, 2021 | 79,858,867 | 7,073,170 | ||||||
Balance, amount at Aug. 31, 2021 | $ (970,781) | $ 7,986 | $ 707 | $ 18,099,226 | $ 929,985 | $ 0 | $ (19,393,812) | $ (614,873) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Operating activities | ||
Net loss for the period | $ (11,485,246) | $ (6,607,763) |
Adjustments to net loss for the period for non-cash items | ||
Accretion | 654,760 | 227,313 |
Accrued interest | 129,506 | 0 |
Inventory write-down to net realizable value | 635,219 | 0 |
Amortization | 547,478 | 466,042 |
Impairment of acquired assets | 245,500 | 0 |
Loss on debt extinguishment | 118,448 | 220,065 |
Loss on termination of lease | 65,565 | 0 |
Write-off of receivables and deposits | 0 | 342,773 |
Impairment of intangible assets | 2,687,695 | 2,230,904 |
Gain on forgiveness of promissory note | 0 | (536,729) |
Contingent expenses on Allied Colombia | 0 | 530,191 |
Stock-based compensation | 2,666,077 | 0 |
Changes in non-cash working capital balance: | ||
Increase in other receivables | (82,837) | 0 |
Increase in prepaid expenses | 88,889 | (14,327) |
Increase in due from related parties | 0 | (130,190) |
Increase in accounts payable and accrued liabilities | 322,707 | 163,504 |
Increase in inventory | (550,016) | (52,585) |
Net cash used in Operating Activities | (3,956,255) | (3,160,802) |
Investing activities | ||
Cash paid and advances for the acquisition of assets (Notes 1, 3, 17) | (138,201) | (1,721,938) |
Cash paid for acquisition of subsidiary | (42,750) | 0 |
Refunds of deposits | 129,897 | 0 |
Purchase of property, plant and equipment | (223,854) | (111,553) |
Cash obtained from acquisition of assets | 0 | 12,893 |
Net cash used in Invesing activities | (274,908) | (1,820,598) |
Financing activities | ||
Proceeds of convertible notes payable | 1,634,891 | 588,000 |
Proceeds from loan payable | 300,000 | 1,253,773 |
Repayment of convertible note payable | 0 | (200,000) |
Proceeds from the issuance of common stock | 1,759,486 | 2,375,908 |
Proceeds for subscriptions of stock issuable | 921,717 | 0 |
Net cash used in financing activities | 4,616,094 | 4,017,681 |
Increase (decrease) in cash | 384,931 | (963,719) |
Effect of exchange rate on changes of cash | (59,153) | (23,116) |
Cash, beginning of year | 94,047 | 1,080,882 |
Cash, end of year | 419,825 | 94,047 |
Supplemental cash flow disclosures: | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 491,378 | $ 148,236 |
Nature of operations, reverse t
Nature of operations, reverse take-over transaction and going concern | 12 Months Ended |
Aug. 31, 2021 | |
Nature of operations, reverse take-over transaction and going concern | |
1. Nature of operations, reverse take-over transaction and going concern | a) Nature of operations Allied Corp. (the “Company or Allied”) was incorporated in the State of Nevada on February 3, 2013. On July 1, 2019, the Company changed its name to Allied Corp.The head office and the registered office of the Company are located at 1405 St. Paul Street, Kelowna BC V1Y 2E4. The Company’s business plan is to discover new medical technologies some of which are cannabis derived to target full scope therapy and support for trauma survivors, military veterans and first responders, however the Company has not begun such operations nor obtained the required permits to begin such operations. On September 10, 2019, the Company was acquired in a reverse takeover (“RTO”) transaction (see Note 1b) and the RTO is considered a purchase of the Company’s net assets (see Note 3) by AM (Advanced Micro) Biosciences, Inc. (“AM Biosciences”). For accounting purposes, the legal subsidiary, AM Biosciences has been treated as the acquirer and Allied Corp., the legal parent, has been treated as the acquiree. Accordingly, these consolidated financial statements reflect a continuation of the financial position, operating results, and cash flow of the Company’s legal subsidiary, AM Biosciences from the date of incorporation on September 13, 2018. On February 18, 2020, the Company acquired all the issued and outstanding share capital of a Colombian company, Allied Colombia S.A.S (“Allied Colombia”), see Note 4. The assets, liabilities and results of Allied Colombia are consolidated in these financial statements beginning from the February 18, 2020 acquisition date. As at August 31, 2021, Allied Colombia has a licensed producing cannabis farm in Colombia. b) Reverse take-over transaction (RTO) On July 25, 2019, as amended effective August 27, 2019, the Company entered into a reorganization and stock purchase agreement (the “Reorganization Agreement”) to acquire 100% of the issued and outstanding equity of AM (Advanced Micro) Biosciences, Inc (“AM Biosciences”). Effective September 10, 2019, the parties closed the Reorganization Agreement (the “Acquisition”). As part of the transaction, Pacific Capital Investment Group, Inc., the then majority shareholder of Allied (the “Allied Shareholder”) delivered 51,200,014 shares of common stock, representing approximately 65.42% of the outstanding equity of Allied Corp. to SECFAC Exchange Corp. on behalf of the prior shareholders of AM Biosciences and certain other designees of AM Biosciences as a consideration to acquire 100% of the issued and outstanding equity of AM Biosciences. Further, as part of the transaction, the Allied Shareholder submitted for cancellation and return to treasury 10,459,220 and 4,500,000 shares of common stock. As a consequence, immediately subsequent to the close of the Reorganization Agreement, Allied had 78,268,780 shares of common stock outstanding. The Reorganization Agreement constitutes a reverse merger, such that AM Biosciences acquired control of Allied Corp. At the time of the Reorganization Agreement, the operations of Allied Corp. did not constitute businesses under ASC 805 Business Combinations c) Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss for the year ended August 31, 2021 of $11,485,246, has generated minimal revenue and as at August 31, 2021 has a working capital deficit of $4,465,792. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. Management intends on financing its operations and future development activities largely from the sale of equity securities with some additional funding from other traditional financing sources, including related party loans until such time that funds provided by future planned operations are sufficient to fund working capital requirements. d) COVID-19 impact In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and the related adverse public health developments have adversely affected workforces, economies, and financial markets globally, leading to uncertainty and an economic downturn. Management has determined that there has been no significant impact to the Company’s operations, however management continues to monitor the situation. e) Business Risks While some states in the United States have authorized the use and sale of cannabis, it remains illegal under federal law and the approach to enforcement of U.S. federal laws against cannabis is subject to change. Because the Company plans to engage in cannabis-related activities in the United States, it assumes certain risks due to conflicting state and federal laws. The federal law relating to cannabis could be enforced at any time and this would put the Company at risk of being prosecuted and having its assets seized. On January 4, 2018, the then United States Attorney General Jeff Sessions issued a memorandum to United States district attorneys (the “Sessions Memorandum”) which rescinded previous guidance from the United States Department of Justice specific to cannabis enforcement in the United States, including the Cole Memorandum. With the Cole Memorandum rescinded, United States federal prosecutors no longer have guidance relating to the exercise of their discretion in determining whether to prosecute cannabis related violations of United States federal law. Since that time, United States district attorneys have taken no legal action against state law compliant entities, and the Biden administration is generally anticipated to seek federal decriminalization of state legal cannabis activity. Nevertheless, a significant change in the federal government’s enforcement policy with respect to current federal laws applicable to cannabis could cause significant financial damage to the Company. The Company may be irreparably harmed by a change in enforcement policies of the federal government depending on the nature of such change. Given the current illegality of cannabis under United States federal law, the Company’s ability to access both public and private capital may be hindered by the fact that certain financial institutions are regulated by the United States federal government and are thus prohibited from providing financing to companies engaged in cannabis related activities. The Company’s ability to access public capital markets in the United States is directly hindered as a result. The Company may, however, be able to access public and private capital markets in Canada in order to support continuing operations. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Aug. 31, 2021 | |
Significant accounting policies | |
2. Significant accounting policies | Business Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year end is August 31. The significant accounting policies followed are: a) Principles of consolidation The consolidated financial statements include accounts of Allied Corp. and its majority owned subsidiaries. Subsidiaries are consolidated from the date of acquisition and control and continue to be consolidated until the date that such control ceases. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. All intercompany balances, income, expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated on consolidation. b) Cash and cash equivalents Cash is comprised of cash on hand, cash held in trust accounts and demand deposits. Cash equivalents are short-term, highly liquid investments with maturities within three months when acquired. The Company did not have any cash equivalents as of August 31, 2021 and August 31, 2020. c) Property, plant and equipment Property, plant and equipment are stated at cost. The Company depreciates the cost of property, plant and equipment over their estimated useful lives at the following annual rates and methods: Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 - 10 years straight-line basis Land equipment 10 years straight-line basis d) Inventory Inventory is comprised of raw materials, supplies, vegetative and flowering plants, dried flower, diluted crude and CBD isolates available for sale, and purchased cannabis products. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s balance sheets, statements of net loss and comprehensive loss and statements of cash flows. e) Intangible assets At August 31, 2021 and 2020, intangible assets include licenses which are being amortized over their estimated useful lives of 10 years. The Company’s licenses are amortized over their economic or legal life on a straight-line basis, whichever is shorter. The licenses have been amortized from the date of acquisition. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. During the year ended August 31, 2021, the Company recognized impairment of intangible assets in the amount of $2,687,695 (2020 – $2,230,904). Indicators of impairment the Company considered included the following: limited history which to base future outcomes from operations including cash flows; insufficiently established observable legal markets; uncertainty in what will be legally permissible in a future market and what prices and demand there would be in Columbia; uncertainty about future changes in law; and uncertainty in the timing and amount of future cash flows. f) Long-lived assets In accordance with ASC 360, Property, Plant and Equipment g) Foreign currency translation and functional currency conversion Items included in these consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entities operate (the “functional currency”). Prior to September 10, 2019, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The Company re-assessed its functional currency and determined as at September 10, 2019, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency was accounted for prospectively from September 10, 2019 and prior period financial statements were not restated for the change in functional currency. For periods commencing September 10, 2019, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after September 10, 2019 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transactions. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains. The Company assessed the functional currency for Allied Colombia to be the Colombian peso. The functional currency for all other subsidiaries is the U.S. dollar. h) Share issuance costs Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued. i) Research and development costs Research and development costs are expensed as incurred. j) Revenue recognition The Company’s revenue is comprised of sales of cannabis products. The Company’s revenue-generating activities have a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs when the product is shipped or delivered to the customer, depending upon the method of distribution and shipping terms set forth in the customer contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the sale of the Company’s product. Certain of the Company’s customer contracts may provide the customer with a right of return. In certain circumstances the Company may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Company make certain estimates and assumptions that affect the timing and amounts of revenue recognized. Sales of products are for cash or otherwise agreed-upon credit terms. The Company’s payment terms vary by location and customer; however, the time period between when revenue is recognized and when payment is due is not significant. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, write-off history, the aging of accounts receivable and an analysis of customer data. k) Net income (loss) per common share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. l) Income taxes The Company accounts for income taxes under ASC 740, Income Taxes m) Related party transactions Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. The Company discloses related party transactions that are outside of normal compensatory agreements, such as salaries. Related party transactions are measured at the exchange amounts. n) Significant accounting estimates and judgments The preparation of the financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Although management uses historical experience and its best knowledge of the amount, events or actions to for the basis for judgments and estimates, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant estimates and assumptions included in these financial statements relate to the valuation assumptions related to the estimated useful lives and recoverability of long-lived assets, stock-based compensation, and deferred income tax assets and liabilities. Judgments are required in the assessment of the Company’s ability to continue to as going concern as described in Note 1. o) Financial instruments ASC 825, Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, due from related parties, accounts payable, note payable, and convertible notes payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments which are categorized as loans and receivables approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. For certain of the Company’s financial instruments, including accounts payable, due from related parties, notes and loans payable, the carrying amounts approximate their fair values due to the short maturities. The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of August 31, 2021 and 2020 other than cash. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. p) Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases (Topic 842) The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7 – Leases. q) Reverse Acquisitions Identification of the accounting acquirer The Company considers factors in ASC 805-10-55-10 through 55-15 in identifying the accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirer - the entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: (a) The relative voting rights in the combined entity after the business combination, where the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities; (b) the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest, and where the acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity; (c) the composition of the governing body of the combined entity, where the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity; (d) the composition of the senior management of the combined entity, where the acquirer usually is the combining entity whose former management dominates the management of the combined entity; and (e) the terms of the exchange of equity interests, where the acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities, where the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities. Pursuant to ASC Paragraph 805-40-05-2, as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in ASC 805-10-55-11 through 55-15 results in identifying: (a) The public entity as the acquiree for accounting purposes (the accounting acquiree); and (b) the private entity as the acquirer for accounting purposes (the accounting acquirer). Measuring the consideration transferred Pursuant to ASC 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree. Instead, the accounting acquiree usually issues its equity shares to the owners of the accounting acquirer. Accordingly, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the acquiree. The assets and liabilities of the legal acquiree are measured and recognized in the consolidated financial statements at their pre-combination carrying amounts (see ASC 805-40-45-2(a)). Presentation of consolidated financial statements post reverse acquisition Pursuant to ASC 805-40-45-1 and 45-2, consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: (a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; (b) the assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 “Business Combinations”; (c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; (d) the amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree) determined in accordance with the guidance in this topic applicable to business combinations. However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition; and (e) the non-controlling interest’s proportionate share of the legal subsidiary’s (accounting acquirer’s) pre-combination carrying amounts of retained earnings and other equity interests as discussed in ASC 805-40-25-2 and 805-40-30-3. Presentation of consolidated financial statements post reverse acquisition (continued) Pursuant to ASC 805-40-45-4 and 45-5, in calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: (a) The number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and (b) the number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period. The basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition shall be calculated by dividing (a) by (b): (a) The income of the legal acquiree attributable to common shareholders in each of those periods; and (b) the legal acquiree’s historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement. As a result of the controlling financial interest of the former stockholders of AMBI, for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with AMBI deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with ASC 805-10-55 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The reverse acquisition is deemed a capital transaction and the net assets of AMBI (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of AMBI which are recorded at their historical cost. The equity of the Company is the historical equity of AMBI. These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, AM Biosciences effective from the date of the reverse take—over transaction on September 10, 2019 and Allied Colombia (from the date of acquisition, February 18, 2020). All intercompany balances and transactions have been eliminated upon consolidation. r) Recent accounting pronouncements The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the year ended August 31, 2021, are of significance or potential significance to the Company. |
Reverse Take-over transaction
Reverse Take-over transaction | 12 Months Ended |
Aug. 31, 2021 | |
Reverse Take-over transaction | |
3. Reverse Take-over transaction | Pursuant to the Reorganization Agreement (see Note 1(b)), effective on September 10, 2019, the Company acquired 100% of the issued and outstanding equity of AM Biosciences (the “Acquisition”). As consideration for the equity of AM Biosciences, the Allied Shareholder issued and delivered 51,200,014 shares of common stock, representing approximately 62.12% of the outstanding equity of the Company to SECFAC Exchange Corp. on behalf of the previous shareholders of AM Biosciences and other designees of AM Biosciences. The Acquisition was accounted for as a reverse asset acquisition pursuant to ASC 805, Business Combinations The total purchase price paid in the Acquisition has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Acquisition. The following summarizes the purchase price paid in the Acquisition Number of shares AM Bioscience would have had to issue to Allied Shareholders for the same interest in the combined entity 31,289,441 Multiplied by the fair value per share of AM Bioscience’s common stock $ 0.1142 Fair value of consideration issued to effect the Acquisition $ 3,573,254 The total purchase price of $3,573,254 was allocated to the fair value of the net assets of Allied as follows: Cash $ 12,893 Other current assets 8,707 Advances receivable 4,072,988 Current liabilities (99,386 ) Effect of the Acquisition on equity (421,948 ) Purchase price $ 3,573,254 |
Acquisition of Allied Colombia
Acquisition of Allied Colombia S.A.S. (formerly known as Medicolombia) | 12 Months Ended |
Aug. 31, 2021 | |
Acquisition of Allied Colombia S.A.S. (formerly known as Medicolombia) | |
4. Acquisition of Allied Colombia S.A.S. (formerly known as Medicolombia) | On August 29, 2019, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Dorson Commercial Corp. (“Dorson”) to purchase all of the issued and outstanding shares of Allied Colombia S.A.S. (“Allied Colombia”) held by Dorson. Pursuant to the Purchase Agreement the purchase price of Allied Colombia was $700,000 and 4,500,000 common shares of Allied with total fair value of $4,500,000. The Company closed and completed the acquisition of Allied Colombia on February 18, 2020. During the period leading up to the acquisition, the Company made additional advances to Allied Colombia totaling $329,436, which was eliminated at consolidation after the acquisition. The Company determined that Allied Colombia did not meet the definition of a business found in ASC 805 Business Combinations The cost of the asset acquisition was allocated on a fair value basis to the net assets acquired. The Company allocated the cost of the assets as follows: Purchase Price: Cash $ 700,000 Common stock issued 4,500,000 Liabilities assumed 556,820 Total purchase price $ 5,756,820 Fair value of assets acquired: Other current assets $ 115,475 Right-of-use asset 82,398 Property and equipment 123,613 Licenses 5,435,334 Total assets acquired $ 5,756,820 In connection with the acquisition of MediColombia, the Company also assumed the contingent liability of paying $598,326 (CAD$700,000) in cash or issuing equity for the equivalent amounts to the previous shareholders of MediColombia before Baleno acquired MediColombia on May 13, 2019, when MediColombia reaches to certain production milestone. On February 18, 2020, the Company assessed that the contingent consideration did not qualify for recognition at the acquisition date under ASC 480 or ASC 815, and therefore, the Company did not recognize any contingent consideration pertaining to this. As at August 31, 2020, the Company reassessed and determined that it became probable that MediColombia would reach to the production milestone and therefore, the contingent liability meets the recognition criteria under ASC 480 as at August 31, 2020. During the year ended August 31, 2020, the Company recognized contingent expenses on MediColombia of $530,191. As at August 31, 2020, the accrued contingent liabilities totaled $536,727, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. The impact of foreign exchange is $6,536. |
Inventory
Inventory | 12 Months Ended |
Aug. 31, 2021 | |
Inventory | |
5. Inventory | Inventory is comprised of the following items: August 31, 2021 August 31, 2020 Raw materials and supplies $ - $ 52,585 Work in progress 51,831 - Finished goods 84,430 - Total inventory $ 136,261 $ 52,585 The costs of inventory include but are not limited to labor, utilities, nutrition and irrigation, overhead and the depreciation of manufacturing equipment and production facilities, and amortization of licenses determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and rent of grow facility. The Company began productions in Colombia in late 2020, when the Company obtained approval for its strains of products. During the current year, certain costs were determined based on the actual usage of production space as compared to the normal predetermined operational production of the facility based on capacity as the Company gradually started to grow products and prepared the facility ready. Management determined that during the current year, the Company was operating at 24% of predesigned capacity and as a result 24% of rent, amortization expenses, and certain overhead costs are included in costs of inventory. During the current year, the Company recorded write-off of inventory costs which include labor, utilities, nutrition, and irrigation, overhead and depreciation to net realizable value of $635,219. The Company’s sales were generated from cannabis products purchased from certain third-party supplier during the year ended August 31, 2021. |
Deposits and advances
Deposits and advances | 12 Months Ended |
Aug. 31, 2021 | |
Deposits and advances | |
6. Deposits and advances | August 31, 2021 August 31, 2020 a) Towards the purchase of prefabricated buildings $ 2,656,695 $ 2,600,720 b) Refundable deposits towards future land acquisitions - 174,030 c) Vitalis equipment deposit 233,496 233,496 d) Deposit towards a license acquisition 150,000 - e) Prepayments for construction facility in Colombia 115,972 - Total deposits and advances $ 3,156,163 $ 3,008,246 a) In 2019, the Company entered to a separate modular building purchase agreement to acquire and construct an 8,700 square foot facility to be used as a certified Cannabis Cultivation and extraction facility. At August 31, 2021, Company had deposits of $2,656,695 (August 31, 2020 - $2,600,720) to purchase prefabricated buildings. As of August 31, 2021, the Company had not yet received the buildings and the amounts have been recorded as deposits. b) At August 31, 2021, the Company has entered into two purchase and sale agreements to acquire land as described in Note 16(a). At August 31, 2021, Company had deposits totaling $Nil (August 31, 2020 - $174,030). c) At August 31, 2021 and 2020, the Company had paid $233,496 to purchase equipment as described in Note 16(b). At August 31, 2021, the Company had not yet received the equipment and the amount paid has been recorded as a deposit. d) At August 31, 2021 and August 31, 2020, the Company had paid $150,000 to acquire a license through an asset purchase agreement as described in Note 16(b). At August 31, 2021, the asset purchase has not closed and the amount paid has been recorded as a deposit. e) The Company paid certain vendors for the construction of farm facilities in Colombia in advance. As at August 31, 2021, the prepayments totaled $115,972. |
Property plant and equipment
Property plant and equipment | 12 Months Ended |
Aug. 31, 2021 | |
Property plant and equipment | |
7. Property plant and equipment | At August 31, 2021, property, plant and equipment (“PPE”) consisted of: Construction in process Farm facility and equipment Office and computer equipment Land equipment Total Cost August 31, 2020 $ 136,114 $ 79,956 $ 3,161 $ 6,000 $ 225,231 Additions 64,057 20,738 7,515 10,354 102,664 Transfer (174,990 ) 174,990 - - - Foreign exchange 2,288 (908 ) (23 ) (44 ) 1,313 August 31, 2021 $ 27,469 $ 274,776 $ 10,653 $ 16,310 $ 329,208 Accumulated depreciation August 31, 2020 $ - $ 2,211 $ - $ - $ 2,211 Additions - 57,660 1,980 941 60,581 Foreign exchange - (1,352 ) (45 ) (22 ) (1,419 ) August 31, 2021 $ - $ 58,519 $ 1,935 $ 919 $ 61,373 Net book value August 31, 2020 $ 136,114 $ 77,745 $ 3,161 $ 6,000 $ 223,020 August 31, 2021 $ 27,469 $ 216,257 $ 8,718 $ 15,391 $ 267,835 As of August 31, 2021, the construction in process has not been in use. During the year ended August 31, 2021, the Company included depreciation of PPE of $13,818 in cost of inventory. |
Intangible assets
Intangible assets | 12 Months Ended |
Aug. 31, 2021 | |
Intangible assets | |
8. Intangible assets | Cost Foreign exchange $ Accumulated amortization Accumulated impairment August 31, 2021 Net carrying value August 31, 2020 Net carrying value Cannabis licenses 5,435,334 (464,973 ) (1,122,694 ) (3,801,667 ) 46,000 3,300,000 5,435,334 (464,973 ) (1,122,694 ) (3,801,667 ) 46,000 3,300,000 On February 17, 2020, the Company acquired $5,435,334 of licenses as part of the acquisition of Allied Colombia described in Note 4. The licenses acquired are issued by the Republic of Colombia and include the use of seeds for growing Cannabis, production of derivatives from Cannabis for medicinal and scientific use, cultivation of Cannabis plants, and producer of seeds. The Company recorded amortization of these licenses of $658,836 (2020 - $463,858) for the year ended August 31, 2021, of which $158,121 was included in cost of inventory. Management acquired the licenses with a plan to operate in Colombia and believed the amounts paid for the licenses would be recovered from future operations. The Company has only recently started its operations in Colombia and has limited history on which to base future outcomes from operations including cash flows. Cannabis and hemp are considered to be an emerging industry and Colombia does not yet have a sufficiently established observable legal market in which the Company could sell its Cannabis or hemp flower and CBD or THC extracts. Laws and regulations in Colombia are evolving and there is uncertainty in what will be legally permissible in a future market and what prices and demand there would be in Columbia for the Company’s products. At the present, the Company’s export activities are regulated and restricted by Colombian law and it is uncertain whether future changes in law would favorably impact the Company’s operations. These factors formed an indicator of impairment. Due to the uncertainty in the timing and amount of future cash flows from operations and unobservable market values for license sales, the Company has written down its licenses to the estimated replacement value of $46,000. During the year ended August 31, 2021, the Company recorded impairment of intangible assets in the amount of $2,687,695 (2020 – $2,230,904). |
Leases
Leases | 12 Months Ended |
Aug. 31, 2021 | |
Leases | |
9. Leases | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company did not have any leases until the acquisition of Allied Colombia during the year ended August 31, 2020. The acquisition resulted in the addition of $82,398 of operating lease assets and liabilities. During the year ended August 31, 2021, the Company re-measured its lease liabilities under this lease as the criteria has met for additional monthly payment when the Company started production as outlined in the lease agreement, resulting in additional lease liabilities of $70,705. On August 10, 2021, the Company entered into another lease for additional land in Colombia with monthly payment of $2,647 (COP 9,970,675) for 12.5 hectares which is intended for use of outdoor cultivation, resulting in addition of lease liabilities of $104,902. The lease is for 5 years, and expires in July 2026. The management has assessed the lease as an operating lease. The Company entered into an agreement to lease the land described in Note 6(b) and 16(a) with a commencement date of June 1, 2020. The lease requires the Company to make monthly payments of $4,501 (CAD$5,870) per month. The lease is for a 10-year term, expiring on May 31, 2030, with one 10-year renewal option and an option for the Company to purchase the land for approximately $920,000 (CAD$1,200,000). Effective November 1, 2020, the Company terminated the lease. Pursuant to ASC 842-20 upon the termination of the lease, the Company derecognized the lease related asset and liability and included any consideration paid or received upon termination that was not already included in the lease payments in the gain or loss on termination of the lease. After recording the proceeds from the landlord and derecognizing the capitalized building costs as well as the right of use asset and liability, the Company recorded a loss of $65,565 on the termination of the lease. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. At August 31, 2021, the Company did not have any finance leases. At August 31, 2021, the weighted average remaining operating lease term was 6.90 years and the weighted average discount rate associated with operating leases was 15%. The components of lease expenses were as follows: Operating lease cost: $ Amortization of right-of-use assets 10,403 Interest on lease liabilities 29,022 Total operating lease cost 39,425 The following table provides supplemental cash flow and other information related to leases for the year ended August 31, 2021: Lease payments 38,809 Supplemental balance sheet information related to leases as of August 31, 2021 are as below: Cost 587,448 Accumulated amortization (13,490 ) Lease termination (299,115 ) Foreign exchange (27,518 ) Net carrying value at August 31, 2021 247,325 Future minimum lease payments related to lease obligations are as follows: 2022 60,437 2023 60,437 2024 60,437 Thereafter 218,581 Total minimum lease payments 399,892 Less: amount of lease payments representing effects of discounting (152,567 ) Present value of future minimum lease payments 247,325 Less: current obligations under leases (25,013 ) Lease liabilities, net of current portion 222,312 |
Loans payable
Loans payable | 12 Months Ended |
Aug. 31, 2021 | |
Loans payable | |
10. Loans payable | a) In June 2020, the Company entered into a financing agreement to finance the buildings described in Note 6(a). Pursuant to the agreement, the Company financed $1,253,772 of the purchase price. The Company paid $71,023 at commencement date on May 29, 2020, and will make six monthly interest payments of $37,613 commencing June 20, 2020 and repay the principal of $1,253,772 on November 20, 2020. During the year ended August 31, 2021, the Company amended the loan agreement to extend the repayment due date to December 20, 2021. During the year ended August 31, 2021, the Company paid interest in the amount of $451,378. b) On January 24, 2021, the Company entered into an acquisition agreement to acquire all common shares of Pacific Sun Fungi Inc. (“PSF”) in consideration for the issuance of a promissory note of $85,500 and 200,000 common shares of the Company with a fair value of $74,000. The note is non-interest bearing and is due 10 days after demand. During the year ended August 31, 2021, the Company paid $42,750 towards the promissory note, leaving a balance owing of $42,750. The remaining balance was paid subsequent to year-end. c) On March 1, 2021, the Company entered into a $300,000 promissory note with simple interest of 10% per annum and maturity date of June 1, 2021. As additional compensation the Company issued 100,000 shares of the Company with a fair value of $90,000, which was treated as discount on the promissory note. During the year ended August 31, 2021, the accretion on the promissory note totalled $90,000. During the year ended August 31, 2021, the Company amended the promissory note to extend the repayment due date to August 31, 2021. The promissory note was paid in full subsequent to year-end. |
Secured convertible notes payab
Secured convertible notes payable | 12 Months Ended |
Aug. 31, 2021 | |
Secured convertible notes payable | |
11. Secured convertible notes payable | The Company has granted each and every of the secured convertible note holders a continuing security interest in, a general lien upon, and a right of set-off against all existing and future assets and property under the terms of a security agreement. a) On January 23, 2020, the Company issued two secured convertible notes with principal amounts of $400,000 and $200,000, respectively, with a total face value of $600,000 (the “Notes”) and warrants to purchase 240,000 shares of the Company’s common stock at $1.25 per share for 1 year. The Notes were issued with an original discount of $12,000, and bear interest at 10% per annum compounded monthly. The notes mature on July 20, 2020 and are convertible into shares of the Company’s common stock at any time prior to maturity at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible notes and the warrants were $470,467 and $117,533 respectively. The effective conversion price was then determined to be $0.98. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $115,383 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $108,100 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $364,517. The beneficial conversion feature of $115,383, the original issue discount of $12,000 and the relative fair value of the warrants of $108,100 discounted the carrying value of the convertible debt on the date of issue. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. On June 30, 2020, the Company repaid $200,000 of the $600,000 note which left $200,000 outstanding on each note. i. First Modification: On July 1, 2020, the Company entered into amendments to the secured convertible notes. Pursuant to the amendments, beginning on July 1, 2020, the secured convertible notes bear simple interest at 5% per annum. The maturity date of the secured convertible notes was amended to due on demand on or before October 31, 2020. In consideration for extending the maturity date, the Company issued to the secured convertible note holders 16,000 common shares of the Company and warrants to purchase additional 320,000 common shares of the Company at $1.25 per share expiring October 31, 2021. Each note holder received 8,000 common shares and 160,000 warrants. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended secured convertible notes had a total carrying value of $400,000. As the common shares and warrants were issued as consideration for extending the secured convertible notes, the fair value of the common share and warrants of $218,397 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $220,065. ii. Second Modification: On November 1, 2020, the Company entered into amendments to the secured convertible notes. Pursuant to the amendments, the maturity date of the secured convertible notes was amended to due on demand on or before March 31, 2021. In consideration for extending the maturity date, the Company agreed to issue to the secured convertible note holders 100,000 common shares of the Company. Each note holder received 50,000 common shares. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended secured convertible notes had a total carrying value of $400,000. As the common shares were issued as consideration for extending the secured convertible notes, the fair value of the common share of $110,000 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $110,000. iii. Third Modification: On March 31, 2021, the Company entered into amendments to the secured convertible notes. Pursuant to the amendments, beginning on April 1, 2021, the secured convertible notes bear simple interest at 10% per annum. Pursuant to the amendments, the maturity date of the secured convertible notes was amended to due on demand on or before September 30, 2021. In consideration for extending the maturity date, the Company agreed to issue to the secured convertible note holders 20,000 common shares of the Company. Each note holder received 10,000 common shares. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended secured convertible notes had a total carrying value of $400,000. As the common shares were issued as consideration for extending the secured convertible notes, the fair value of the common share of $20,000 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $20,000. As at August 31, 2021, the Company has recorded accrued interest of $36,658, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible notes as described in Note 24(c). b) On September 29, 2020, the Company issued a secured convertible note with a fair value of $163,341 (the “Note”) and warrants to purchase 130,673 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after March 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to March 27, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at August 31, 2021, the conversion features and warrants do not meet derivative classification. The relative fair values of the secured convertible note and the warrants were $85,330 and $78,011 respectively. The effective conversion price was then determined to be $0.65. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $85,330 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $78,011 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On March 31, 2021, the Company entered into amendment to the secured convertible note. Pursuant to the amendment, beginning on April 1, 2021, the secured convertible note bear simple interest at 10% per annum. The maturity date of the secured convertible note was amended to due on demand on or before September 30, 2021. In consideration for extending the maturity date, the Company agreed to issue to the secured convertible note holder 8,268 common shares of the Company. These shares were issued subsequent to August 31, 2021. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended secured convertible note had a total carrying value of $163,341. As the common shares were issued as consideration for extending the secured convertible note, the fair value of the common share of $8,268 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $8,268. ii. Second Modification: On June 1, 2021, the Company entered into amendment to the secured convertible note. Pursuant to the amendment, beginning on June 1, 2021, the secured convertible note bear simple interest at 10% per annum. The maturity date of the secured convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at August 31, 2021, the Company has recorded accrued interest of $15,036, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). c) On October 26, 2020, the Company issued a secured convertible note with a face value of $37,613 (the “Note”) and warrants to purchase 30,090 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after April 23, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $20,176 and $17,437 respectively. The effective conversion price was then determined to be $0.65. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $20,176 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $17,437 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On June 1, 2021, the Company entered into amendment to the secured convertible note. Pursuant to the amendment, beginning on June 1, 2021, the secured convertible note bear simple interest at 10% per annum. The maturity date of the secured convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at August 31, 2021, the Company has recorded accrued interest of $3,184, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). d) On November 11, 2020, the Company issued a secured convertible note with a face value of $85,937 (the “Note”) and warrants to purchase 68,750 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after May 9, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $48,258 and $37,679 respectively. The effective conversion price was then determined to be $0.70. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $48,258 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $37,679 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On June 1, 2021, the Company entered into amendment to the secured convertible note. Pursuant to the amendment, beginning on June 1, 2021, the secured convertible note bear simple interest at 10% per annum. The maturity date of the secured convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at August 31, 2021, the Company has recorded accrued interest of $6,899, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). e) On December 2, 2020, the Company issued a secured convertible note with a face value of $600,000 (the “Note”) and warrants to purchase 240,000 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after November 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to November 27, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $457,436 and $142,564 respectively. The effective conversion price was then determined to be $0.95. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $457,436 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $22,564 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. As at August 31, 2021, the Company has recorded accrued interest of $44,712, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(c). f) On January 7, 2021, the Company issued a secured convertible note with a face value of $300,000 (the “Note). The Note bears interest at 10% per annum and is due on demand after November 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging As the stock price at the issuance date was less than the conversion price, it was determined that there was no beneficial conversion feature (“BCF”). As at August 31, 2021, the Company has recorded accrued interest of $19,398, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(c). g) On March 26, 2021, the Company issued a secured convertible note with a face value of $18,000 (the “Note”) and warrants to purchase 18,000 shares of the Company’s common stock at $0.50 per share for 1 year. The Note bears interest at 10% per annum. The Note is due on demand after September 26, 2021. The Note is convertible into shares of the Company’s common stock at any time prior to September 26, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $10,096 and $7,904 respectively. The effective conversion price was then determined to be $0.70. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $4,016 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $7,904 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $6,080. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. As at August 31, 2021, the Company has recorded accrued interest of $779, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). h) On March 26, 2021, the Company issued a secured convertible note with a face value of $100,000 (the “Note”) and warrants to purchase 100,000 shares of the Company’s common stock at $0.50 per share for 1 year. The Note bears interest at 10% per annum. The Note is due on demand after September 26, 2021. The Note is convertible into shares of the Company’s common stock at any time prior to September 26, 2021 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $56,086 and $43,914 respectively. The effective conversion price was then determined to be $0.70. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $22,314 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $43,914 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $33,772. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. As at August 31, 2021, the Company has recorded accrued interest of $4,329, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). i) On April 30, 2021, the Company issued a secured convertible note with a face value of $100,000 (the “Note”) and warrants to purchase 100,000 shares of the Company’s common stock at $1.00 per share for 1 year. The Note bears interest at 10% per annum. The Note is due on demand after October 31, 2021. The Note is convertible into shares of the Company’s common stock at any time prior to October 31, 2021 at a conversion price of $1.00 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $61,493 and $38,507 respectively. The effective conversion price was then determined to be $0.61. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $27,272 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $38,507 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $34,221. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. As at August 31, 2021, the Company has recorded accrued interest of $3,370, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). j) On April 29, 2021, the Company issued a secured convertible note with a face value of $180,000 (the “Note”) and warrants to purchase 180,000 shares of the Company’s common stock at $1.00 per share for 1 year. The Note bears interest at 10% per annum. The Note is due on demand after October 29, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to October 29, 2021 at a conversion price of $1.00 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging The relative fair values of the secured convertible note and the warrants were $111,422 and $68,578 respectively. The effective conversion price was then determined to be $0.62. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $46,078 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $68,578 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $65,344. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. As at August 31, 2021, the Company has recorded accrued interest of $6,115, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. Subsequent to August 31, 2021, the Company amended the secured convertible note as described in Note 24(f). k) On July 25, 2021, the Company issued a secured convertible note with a face value of $35,000 (the “Note). The Note bears interest at 10% per annum and is due on demand after January 25, 2022. The Note was convertible into shares of the Company’s common stock at any time prior to January 25, 2022 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at August 31, 2021, the conversion features do not meet derivative classification. As the stock price at the issuance date was less than the conversion price, it was determined that there was no beneficial conversion feature (“BCF”). As at August 31, 2021, the Company has recorded accrued interest of $336, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. l) On July 25, 2021, the Company issued a secured convertible note with a face value of $15,000 (the “Note). The Note bears interest at 10% per annum and is due on demand after January 25, 2022. The Note was convertible into shares of the Company’s common stock at any time prior to January 25, 2022 at a conversion price of $1.25 per share. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The Company determined that there was no derivative liability associated with the debenture or warrants under ASC 815-15 Derivatives and Hedging. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at August 31, 2021, the conversion features do not meet derivative classification. As the stock price at the issuance date was less than the conversion price, it was determined that there was no beneficial conversion feature (“BCF”). As at August 31, 2021, the Company has recorded accrued interest of $144, which is included in accounts payable and accrued liabilities on the consolidated balance sheets. |
Equity
Equity | 12 Months Ended |
Aug. 31, 2021 | |
Equity | |
12. Equity | During the year ended August 31, 2020: Pursuant to the Acquisition described in Note 1, the Allied Shareholder submitted for cancellation and return to treasury 10,459,220 shares of common stock. On September 9, 2019, the Company returned 4,500,000 common shares to treasury and reserved for acquisition of Allied Colombia. On February 14, 2020, the 4,500,000 common shares were re-issued to the previous shareholders of Allied Colombia with a fair value of $4,500,000. On December 1, 2019, the Company issued 130,000 common shares at $0.50 per share, for which gross cash proceeds of $265,000 had previously been received. On January 21, 2020, the Company issued 240,000 common shares at $1.25 per share for gross cash proceeds of $300,000 in cash. Company paid cash finders fees of $24,092 as part of the financing. On March 6, 2020, the Company issued 240,000 shares of common stock at $1.25 per share for gross cash proceeds of $300,000. On March 9, 2020, the Company issued 200,000 shares of common stock at $1.25 per share for gross proceeds of $250,000. On March 12, 2020, the Company issued 120,000 common shares at $1.25 per share for cash proceeds of $150,000, and 56,000 shares were paid as a finder’s fee. On May 20, 2020, the Company issued 160,000 common shares at $1.25 per share for cash proceeds of $200,000, and 16,000 shares were paid as a finder’s fee. On June 8, 2020, the Company issued 960,000 shares of common stock at $1.25 per share for gross cash proceeds of $1,200,000. In connection with the extension of convertible notes payable, as of August 31, 2020, the Company had share issuable of $19,952. During the year ended August 31, 2020, the Company issued 215,000 common shares for services provided in the prior period. During the year ended August 31, 2021: On September 21, 2020, the Company issued 80,000 shares of common stock at $1.25 per share for gross cash proceeds of $100,000. On September 30, 2020, the Company issued 120,000 shares of common stock at $1.25 per share for gross cash proceeds of $150,000. On March 1, 2021, the Company re-issued 100,000 common shares from treasury with fair value of $90,000 for the promissory note of $300,000 (Note 9). On March 5, 2021, the Company re-issued 200,000 shares of common stock with fair value of $160,000 from treasury for acquisition of PSF (Note 16). On March 17, 2021, the Company issued 500,000 shares of common stock at $0.50 per share for gross proceeds of $250,000. On March 17, 2021, the Company issued 86,044 shares of common stock with a fair value of $70,164 to settle $87,483 of accounts payable, which resulted in a gain on settlement of debt of $17,319. On March 22, 2021, the Company issued 25,000 shares of common stock with a fair value of $22,500 to settle $25,000 of accounts payable, which resulted in a gain on settlement of debt of $2,500. On April 7, 2021, the Company issued 100,000 shares of common stock at $0.50 per share for gross proceeds of $50,000. On April 20, 2021, the Company issued 250,000 shares of common stock at $0.50 per share for gross proceeds of $125,000. On May 7, 2021, the Company issued 50,000 shares of common stock at $0.50 per share for gross proceeds of $25,000. On May 12, 2021, the Company issued 31,746 shares of common stock with a fair value of $31,746 to settle $31,746 of accounts payable, which resulted in a gain on settlement of debt of $nil. On May 13, 2021, the Company received 1,200,000 shares of common stock from the counterparties of certain previous cancelled asset acquisitions for no consideration. The shares were cancelled upon being returned to treasury. On May 14, 2021, the Company issued 200,000 shares of common stock at $0.50 per share for gross proceeds of $100,000. On May 14, 2021, the Company issued 300,001 shares of common stock at $0.75 per share for gross proceeds of $225,000. On May 17, 2021, the Company issued 800 shares of common stock as a finder’s fee. On May 27, 2021, the Company issued 136,000 shares of common stock with a fair value of $149,952 in connection with modifications of a convertible note payable (Note 10(a)). On June 17, 2021, the Company issued 1,046,666 shares of common stock at $0.75 per share for gross proceeds of $785,000. On July 6, 2021, the Company issued 100,000 shares of common stock at $0.50 per share for gross proceeds of $50,000 During the year ended August 31, 2021, the Company received 8,123,170 shares of common stock from previous management for no consideration, and the shares were returned to treasury. During the year ended August 31, 2021, the Company re-issued 750,000 shares of common stock with total fair value of $637,500 for consulting services, out of which, $425,000 was expensed as consulting fees and $212,500 was deferred compensation included in prepaid expenses on the consolidated balance sheet. At August 31, 2021, the Company had received $921,717 for the purchase of 1,228,956 of common shares which were issued subsequent to August 31, 2021. |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Aug. 31, 2021 | |
Related party transactions and balances | |
13. Related party transactions and balances | All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount which is the amount agreed to by the Company and the related party. a) Key management compensation and related party transactions The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel were as follows: August 31, 2021 August 31, 2020 Consulting fees and benefits $ 391,850 $ 505,889 b) Amounts due to/from related parties In the normal course of operations, the company shares certain administrative resources with companies related by common management and directors. The administrative resources and services, which were provided in the normal course of operations, were measured at the exchange. All amounts payable and receivable are non-interest bearing, unsecured and due on demand. The following table summarizes the amounts were due from related parties: August 31, 2021 August 31, 2020 CEO and Director $ (65,254 ) $ (12,588 ) COO and Director (76,574 ) (42,059 ) An entity controlled by the CFO (34,655 ) (10,797 ) An entity controlled by a Director - (5,142 ) $ (176,483 ) $ (70,586 ) As of August 31, 2021, the Company had $176,483 (August 31, 2020 - $70,586) payable to related parties for fees or expenses incurred or expensed paid on behalf of the Company by the parties which has been presented in accounts payable and accrued liabilities. |
Financial risk factors
Financial risk factors | 12 Months Ended |
Aug. 31, 2021 | |
Financial risk factors | |
14. Financial risk factors | The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: a) Credit risk: Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash account. Cash accounts are held with major banks in Canada. The Company has deposited its cash with a bank from which management believes the risk of loss is low. b) Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable are due within the current operating period. The Company has a working capital deficit and requires additional financing to meet its current obligations (see Note 1). c) Market risk: Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk. d) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates. e) Foreign exchange risk: Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies other than the Canadian dollar. The Company has not entered into any foreign currency contracts to mitigate risk, but manages the risk my minimizing the value of financial instruments denominated in foreign currency. The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Canadian dollars: August 31, 2021 Balance in Canadian dollars: Cash and cash equivalents $ 85,581 Accounts payable (527,754 ) Net exposure (442,173 ) Balance in US dollars: $ (350,458 ) A 10% change in the US dollar to the Canadian dollar exchange rate would impact the Company’s net loss by approximately $44,217 for the year ended August 31, 2021 (August 31, 2020 – $26,003). The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Colombian Pesos: August 31, 2021 Balance in Colombian Pesos dollars: Cash and cash equivalents $ 60,142,222 Other receivables 282,501,000 Accounts payable (4,132,175,610 ) Net exposure (3,789,532,388 ) Balance in US dollars: $ (1,006,067 ) A 10% change in the US dollar to the Colombian Peso exchange rate would impact the Company’s net loss by approximately $100,607 for the year ended August 31, 2021 (August 31, 2020 - $91,603). |
Capital management
Capital management | 12 Months Ended |
Aug. 31, 2021 | |
Capital management | |
15. Capital management | The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the business and continue as a going concern. The Company considers capital to be all accounts in equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company has a working capital deficit and requires additional capital to finance is future business plans. The Company is not subject to any externally imposed capital requirements. |
Commitments
Commitments | 12 Months Ended |
Aug. 31, 2021 | |
Commitments | |
16. Commitments | a) On November 6, 2018, the Company signed an assignment to purchase two separate lots located at 8999 Jim Bailey Road in Kelowna, British Columbia, Canada. The land is zoned I2 General Industrial and allows for “Cannabis Production Facilities” as a principal use. The total commitment for the two parcels of land is CAD$1,942,250 (US$1,457,367) (Lot 1 - $988,550, Lot 2 - CAD$953,700). During the year ended August 31, 2019, the Company executed several “offer to purchase amendments” to defer the assignment and close of the two parcels of land. On November 11, 2019, the Company executed an additional offer to purchase amendment to extend the assignment and close of the land parcels no later than February 10, 2020 and there was an additional amendment to extend the close of the purchase to May 2020. On May 7, 2020, the Company assigned the purchase of Lot 1 to a third party. In June 2020, the Company entered into a lease agreement to lease Lot 1 from the third party for an annual rent of CAD$70,442 for 10 years commencing June 1, 2020 until May 31, 2030. On November 1, 2020, the lease agreement was terminated. In November 2019, the board of directors determined the Company would not close on Lot 2 as the parcel of land will not be required for future operations. As a result, the Company does not have a commitment to pay the value of CAD$953,700 for the land and will eligible to receive or assign the initial refundable deposit of CAD$10,000. During the year ended August 31, 2020, this contract of purchase and sale for LOT 2 – 8999 Jim Bailey Road was assigned to another non-related party. b) In August 2019, the Company entered into an agreement for the construction and installation of equipment (Note 6a), as of August 31, 2021, $208,279 remained payable upon completion of the construction. c) On August 30, 2019, the Company entered into sales agreement to purchase an extraction system to be use in future at its operation in Colombia. The equipment has a value of CAD$658,260. The terms of the agreement require the Company to pay the full amount in monthly installments starting September 1, 2019 and will continue to February 2020. The equipment will be paid in full before the equipment is shipped to Colombia and title transfers to the Company. At August 31, 2021, the $233,496 (Note 5(c)) has been recorded as a deposit until the remaining purchase price is paid and the equipment is received. d) On June 30, 2021, the Company entered into a construction agreement for building an energy network and transformer with a total cost of $235,788 (COP$888,139,643). During the year ended August 31, 2021, the vendor has completed 10%, or $23,579 (COP$88,813,964), of the work related to the construction agreement, which has been capitalized as construction in process. As at August 31, 2021, the Company held deposits of $47,157 (COP$177,627,929) and is obligated to pay the remaining $165,052 (COP$621,697,750) prior to completion of the construction. e) As of August 31, 2021, the Company recorded a contingent liability of $532,841 (CAD$700,000) for expenses in connection with Allied Colombia acquisition, which is included in the balance of accounts payable and accrued liabilities on the consolidated balance sheet. f) During the year ended August 31, 2021, the Company settled amounts owed to certain previous management of $108,500, which was presented as settlement payments in the consolidated statement of operations and comprehensive loss. As at August 31, 2021, $90,000 remained outstanding and was included in accounts payable and accrued liabilities in the consolidated balance sheet. g) The Company has entered into leases for farm land in Colombia. See Note 9 for details. |
Acquisition of Pacific Sun Fung
Acquisition of Pacific Sun Fungi Inc. | 12 Months Ended |
Aug. 31, 2021 | |
Acquisition of Pacific Sun Fungi Inc. | |
17. Acquisition of Pacific Sun Fungi Inc. | On January 24, 2021, the Company entered into an acquisition agreement to acquire all common shares of Pacific Sun Fungi Inc. (“PSF”) in consideration for the issuance of a promissory note of $85,500 and 200,000 common shares of the Company with a fair value of $160,000. The primary business of PSF is the production and commercialization of organic, vegan and non-genetically modified psilocybin micro dosing products. The Company analyzed the acquisition under ASU 2017-01 and determined that PSF did not meet the definition of a business. Therefore, the transaction has been accounted for as an asset acquisition. The Company analyzed the gross assets acquired and determined that there were no identifiable assets acquired. As no assets were identified, the Company measured the acquisition at the cost of the consideration and impaired the value of the acquisition immediately, resulting in an impairment loss of $245,500 during the year ended August 31, 2021. |
Share purchase warrants
Share purchase warrants | 12 Months Ended |
Aug. 31, 2021 | |
Share purchase warrants | |
18. Share purchase warrants | The following table summarizes the continuity of share purchase warrants: Number of Weighted average exercise price Balance, August 31, 2020 560,000 1.25 Issued 3,343,135 1.21 Expired (240,000 ) 1.25 Balance, August 31, 2021 3,663,135 1.21 As at August 31, 2021, the following share purchase warrants were outstanding: Number of warrants Exercise Expiry date 320,000 1.25 October 31, 2021 130,673 1.25 September 29, 2022 30,090 1.25 October 16, 2022 68,750 1.25 November 11, 2022 240,000 1.25 November 28, 2022 118,000 0.50 March 26, 2022 180,000 1.00 April 29, 2022 1,446,666 1.25 June 11, 2023 50,000 1.25 July 17, 2023 103,956 1.25 July 26, 2023 200,000 1.25 August 18, 2023 775,000 1.25 August 28, 2023 |
Stock Options
Stock Options | 12 Months Ended |
Aug. 31, 2021 | |
Stock Options | |
19. Stock Options | On February 1, 2021, the Company granted 4,900,000 stock options to directors, officers and employees of the Company. The options expire five years after the grant date and 1,200,000 options are exercisable at $0.825 per share and 3,700,000 options are exercisable at $0.75 per share. The options vest one third on the grant date and one third on the first and second years after the grant date. The weighted average grant date fair value of stock options granted was $0.77 per share. During the year ended August 31, 2021, the Company recorded stock-based compensation of $2,666,077 on the consolidated statement of operations. A summary of the Company’s stock option activity is as follows: Number of Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ Balance, August 31, 2020 – – – – Granted 4,900,000 0.77 4.42 Cancelled (450,000 ) 0.75 4.42 Outstanding, August 31, 2021 4,450,000 0.77 4.42 1,334,000 Exercisable, August 31, 2021 1,483,333 0.77 4.42 444,667 The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended August 31, 2021 Year Ended August 31, 2020 Expected dividend yield 0 % - Expected volatility 182 % - Expected life (in years) 5 - Risk-free interest rate 0.42 % - At August 31, 2021, there was $1,289,875 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Plan. |
Non-cash activities
Non-cash activities | 12 Months Ended |
Aug. 31, 2021 | |
Non-cash activities | |
20. Non-cash activities | For the Year Ended August 31, 2021 For the Year Ended August 31, 2020 Non-cash activities: Common stock issued pursuant to asset acquisitions 160,000 4,500,000 Common stock issued to settle debt 124,410 - Common stock issued for promissory note 90,000 - Common stock issued for consulting services 637,500 - Beneficial conversion feature 276,008 115,383 Relative fair value of warrants issued with convertible note 434,594 108,100 Fair value of warrants issued on modification of convertible note - 198,445 Fair value of shares issued on modification of convertible note 129,952 - Fair value of shares issuable on modification of debt 8,268 19,952 Original debt discount against convertible notes - 12,000 Net liabilities acquired in Allied Colombia Acquisition - (222,837 ) |
Segment disclosure
Segment disclosure | 12 Months Ended |
Aug. 31, 2021 | |
Segment disclosure | |
21. Segment disclosure | The Company has two operating segments including: a) Allied Columbia, a Columbian based company through which the Company intends to commence commercial production in Colombia. (Allied Colombia) b) Allied Corp. which consists of the rest of the Company’s operations. (Allied) Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the Allied reporting segment in one geographical area (Canada), and the Allied Colombia reporting segment in one geographical area (Colombia). Financial statement information by operating segment for the year ended August 31, 2021 is presented below: Allied $ Allied Colombia $ Total $ Net sales 6,358 6,160 12,518 Net loss (7,089,987 ) (4,395,259 ) (11,485,246 ) Accretion 654,760 - 654,760 Depreciation and amortization - 547,478 547,478 Total assets as of August 31, 2021 3,690,362 943,413 4,633,775 Financial statement information by operating segment for the year ended August 31, 2020 is presented below: Allied $ Allied Colombia $ Total $ Net loss (3,134,323 ) (3,473,440 ) (6,607,763 ) Accretion 227,313 - 227,313 Depreciation and amortization - 466,042 466,042 Total assets as of August 31, 2020 3,425,088 3.679,489 7,104,577 Geographic information for the year ended and as at August 31, 2021 is presented below: Revenues $ Total Assets $ Canada 6,358 3,690,362 Colombia 6,160 943,413 Total 12,518 4,633,775 Geographic information for the year ended and as at August 31, 2020 is presented below: Revenues $ Total Assets $ Canada - 3,425,088 Colombia - 3,679,489 Total - 7,104,577 |
Income taxes
Income taxes | 12 Months Ended |
Aug. 31, 2021 | |
Income taxes | |
22. Income taxes | At August 31, 2021, the Company has a net operating loss carryforward of approximately $8,609,000. The significant components of deferred income tax assets at August 31, 2021 and 2020 were as follows: August 31, 2021 August 31, 2020 Deferred tax asset: Net operating loss carryforward $ 2,200,000 $ 1,165,000 Less: valuation allowance (2,200,000 ) (1,165,000 ) Net deferred income tax asset $ - $ - The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income. As of August 31, 2021 and 2020, the Company has no recognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended August 31, 2021 or 2020. No interest or penalties have been accrued as of August 31, 2021. As of August 31, 2021 and 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. A reconciliation of the provision for income taxes at the combined statutory rate for the year ended August 31, 2021 and 2020 is as follows: August 31, 2021 August 31, 2020 Income tax benefit $ 1,035,000 $ 808,000 Change in valuation allowance (1,035,000 ) (808,000 ) Provision for income taxes $ - $ - As of August 31, 2021, the Company had approximately $8,609,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carryforwards will begin to expire in 2034 unless utilized. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating carryovers may be subject to an annual limitation in the event of a change of control as defined the regulations. A Section 382 analysis has not been prepared and the Company’s NOLs could be subject to limitation. |
Subsequent events
Subsequent events | 12 Months Ended |
Aug. 31, 2021 | |
Subsequent events | |
23. Subsequent events | a) On March 30, 2021, the Company entered into an asset purchase agreement (“APA”) to acquire two privileged licenses issued by the Nevada Department of Taxation purposed for the cultivation of cannabis (the “Licenses”). In consideration for the licenses, the Company agreed to pay $150,000, issue a $1,350,000 promissory note and assume certain liabilities. At August 31, 2021, the asset purchase has not been closed and the amount paid has been recorded as a deposit. The promissory note bears interest at the Short Term Applicable Federal Rate of 0.11% per annum and shall be repaid through quarterly payments of a minimum of 50% of the net operating income received in connection with the Nevada cannabis operation associated with the acquired Licenses. All outstanding principal and accrued interest is due two years after issuance of the note. As of July 2, 2021, the Company has not issued any considerations under the APA. The Company has not received any assets outlined in the APA. The asset purchase has not been closed. Concurrent with the APA, the Company entered into a services agreement (the “Services Agreement”) and a land lease agreement (the “Lease Agreement”) with the seller of the Licenses. Pursuant to the Services agreement the seller of the licenses will provide consulting services to the Company in exchange for the reimbursement of expenses incurred. Pursuant to the Lease Agreement, the Company leased land in North Las Vegas to accommodate an approximately 9,000 square foot building to be used for the cultivation, marketing or sale of cannabis for a period of 25 years. Lease payments shall commence on the date which the first cannabis plant is planted, and monthly lease payments are as follows: · $1,500 per month for the first five years. · $1,800 per month for years 6 to 10 of the lease. · $2,025 per month for years 11 to 15 of the lease. · $2,280 per month for years 16 to 20 of the lease. · $2,565 per month for years 21 to 25 of the lease. In addition, for the term of the lease, the Company shall pay the landlord 50% of the net operating income derived from the cannabis cultivation operation located at the leased premises. b) On September 2, 2021, the Company issued 7,073,170 common shares to certain management for service commitments. c) On October 1, 2021, the Company entered into amendment agreements for the secured convertible notes as described in Note 11. Pursuant to the amendments, the secured convertible notes shall be payable with simple interest of 10% per annum, all on demand on or after March 31, 2022. d) On October 1, 2021, the Company issued a secured convertible note with a face value of $100,000 and warrants to purchase 100,000 shares of the Company’s common stock at $1.25 per share for 1 year. The note bears interest at 10% per annum and is due on demand on or after April 1, 2022. The note is convertible into shares of the Company’s common stock at any time prior to April 1, 2022 at a conversion price of $1 per share. On November 1, 2021, the maturity date was amended to March 31, 2022. e) On October 25, 2021, the Company issued a secured convertible note with a face value of $100,000 and warrants to purchase 100,000 shares of the Company’s common stock at $1.25 per share for 1 year. The note bears interest at 10% per annum and is due on demand on or after March 31, 2022. The Note is convertible into shares of the Company’s common stock at any time prior to March 31, 2022 at a conversion price of $1 per share. f) On November 1, the Company entered into amendment agreements for the secured convertible notes as described in Note 11. Pursuant to the amendments, the secured convertible notes shall be payable with simple interest of 10% per annum, all on demand on or after March 31, 2022. g) Subsequent to the year ended August 31, 2021, the Company issued 3,517,666 units at $0.75 per unit for proceeds of $2,638,250 less finder's fee of $206,043. Each unit consists of one common share of the Company and one warrant to purchase the Company’s one common shares at $1.25 for a period of two years. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Aug. 31, 2021 | |
Significant accounting policies | |
Principles of consolidation | The consolidated financial statements include accounts of Allied Corp. and its majority owned subsidiaries. Subsidiaries are consolidated from the date of acquisition and control and continue to be consolidated until the date that such control ceases. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. All intercompany balances, income, expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated on consolidation. |
Cash and cash equivalents | Cash is comprised of cash on hand, cash held in trust accounts and demand deposits. Cash equivalents are short-term, highly liquid investments with maturities within three months when acquired. The Company did not have any cash equivalents as of August 31, 2021 and August 31, 2020. |
Property and Equipment | Property, plant and equipment are stated at cost. The Company depreciates the cost of property, plant and equipment over their estimated useful lives at the following annual rates and methods: Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 - 10 years straight-line basis Land equipment 10 years straight-line basis |
Inventory | Inventory is comprised of raw materials, supplies, vegetative and flowering plants, dried flower, diluted crude and CBD isolates available for sale, and purchased cannabis products. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s balance sheets, statements of net loss and comprehensive loss and statements of cash flows. |
Intangible assets | At August 31, 2021 and 2020, intangible assets include licenses which are being amortized over their estimated useful lives of 10 years. The Company’s licenses are amortized over their economic or legal life on a straight-line basis, whichever is shorter. The licenses have been amortized from the date of acquisition. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. During the year ended August 31, 2021, the Company recognized impairment of intangible assets in the amount of $2,687,695 (2020 – $2,230,904). Indicators of impairment the Company considered included the following: limited history which to base future outcomes from operations including cash flows; insufficiently established observable legal markets; uncertainty in what will be legally permissible in a future market and what prices and demand there would be in Columbia; uncertainty about future changes in law; and uncertainty in the timing and amount of future cash flows. |
Long-lived assets | In accordance with ASC 360, Property, Plant and Equipment |
Foreign currency translation and functional currency conversion | Items included in these consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entities operate (the “functional currency”). Prior to September 10, 2019, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The Company re-assessed its functional currency and determined as at September 10, 2019, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency was accounted for prospectively from September 10, 2019 and prior period financial statements were not restated for the change in functional currency. For periods commencing September 10, 2019, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after September 10, 2019 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transactions. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains. The Company assessed the functional currency for Allied Colombia to be the Colombian peso. The functional currency for all other subsidiaries is the U.S. dollar. |
Share issuance costs | Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued. |
Research and development costs | Research and development costs are expensed as incurred. |
Revenue Recognition | The Company’s revenue is comprised of sales of cannabis products. The Company’s revenue-generating activities have a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs when the product is shipped or delivered to the customer, depending upon the method of distribution and shipping terms set forth in the customer contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the sale of the Company’s product. Certain of the Company’s customer contracts may provide the customer with a right of return. In certain circumstances the Company may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Company make certain estimates and assumptions that affect the timing and amounts of revenue recognized. Sales of products are for cash or otherwise agreed-upon credit terms. The Company’s payment terms vary by location and customer; however, the time period between when revenue is recognized and when payment is due is not significant. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, write-off history, the aging of accounts receivable and an analysis of customer data. |
Net income (loss) per common share | Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. |
Income taxes | The Company accounts for income taxes under ASC 740, Income Taxes |
Related party transactions | Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. The Company discloses related party transactions that are outside of normal compensatory agreements, such as salaries. Related party transactions are measured at the exchange amounts. |
Significant accounting estimates and judgments | The preparation of the financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Although management uses historical experience and its best knowledge of the amount, events or actions to for the basis for judgments and estimates, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant estimates and assumptions included in these financial statements relate to the valuation assumptions related to the estimated useful lives and recoverability of long-lived assets, stock-based compensation, and deferred income tax assets and liabilities. Judgments are required in the assessment of the Company’s ability to continue to as going concern as described in Note 1. |
Financial instruments | ASC 825, Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, due from related parties, accounts payable, note payable, and convertible notes payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments which are categorized as loans and receivables approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. For certain of the Company’s financial instruments, including accounts payable, due from related parties, notes and loans payable, the carrying amounts approximate their fair values due to the short maturities. The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of August 31, 2021 and 2020 other than cash. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. |
Leases | In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2016-02 on September 1, 2019, using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. The Company did not have any leases until the acquisition of its wholly owned subsidiary, Allied Colombia S.A.S. on February 18, 2020. The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7 – Leases. |
Reverse Acquisitions | Identification of the accounting acquirer The Company considers factors in ASC 805-10-55-10 through 55-15 in identifying the accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirer - the entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: (a) The relative voting rights in the combined entity after the business combination, where the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities; (b) the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest, and where the acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity; (c) the composition of the governing body of the combined entity, where the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity; (d) the composition of the senior management of the combined entity, where the acquirer usually is the combining entity whose former management dominates the management of the combined entity; and (e) the terms of the exchange of equity interests, where the acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities, where the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities. Pursuant to ASC Paragraph 805-40-05-2, as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in ASC 805-10-55-11 through 55-15 results in identifying: (a) The public entity as the acquiree for accounting purposes (the accounting acquiree); and (b) the private entity as the acquirer for accounting purposes (the accounting acquirer). Measuring the consideration transferred Pursuant to ASC 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree. Instead, the accounting acquiree usually issues its equity shares to the owners of the accounting acquirer. Accordingly, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the acquiree. The assets and liabilities of the legal acquiree are measured and recognized in the consolidated financial statements at their pre-combination carrying amounts (see ASC 805-40-45-2(a)). Presentation of consolidated financial statements post reverse acquisition Pursuant to ASC 805-40-45-1 and 45-2, consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: (a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; (b) the assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 “Business Combinations”; (c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; (d) the amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree) determined in accordance with the guidance in this topic applicable to business combinations. However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition; and (e) the non-controlling interest’s proportionate share of the legal subsidiary’s (accounting acquirer’s) pre-combination carrying amounts of retained earnings and other equity interests as discussed in ASC 805-40-25-2 and 805-40-30-3. Presentation of consolidated financial statements post reverse acquisition (continued) Pursuant to ASC 805-40-45-4 and 45-5, in calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: (a) The number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and (b) the number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period. The basic EPS for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition shall be calculated by dividing (a) by (b): (a) The income of the legal acquiree attributable to common shareholders in each of those periods; and (b) the legal acquiree’s historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement. As a result of the controlling financial interest of the former stockholders of AMBI, for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with AMBI deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with ASC 805-10-55 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The reverse acquisition is deemed a capital transaction and the net assets of AMBI (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of AMBI which are recorded at their historical cost. The equity of the Company is the historical equity of AMBI. These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, AM Biosciences effective from the date of the reverse take—over transaction on September 10, 2019 and Allied Colombia (from the date of acquisition, February 18, 2020). All intercompany balances and transactions have been eliminated upon consolidation. |
Recent accounting pronouncements | The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the year ended August 31, 2021, are of significance or potential significance to the Company. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Significant accounting policies | |
Schedule of property and equipment | Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 years straight-line basis Land equipment 10 years straight-line basis |
Reverse Take-over transaction (
Reverse Take-over transaction (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Reverse Take-over transaction | |
Summarizes the purchase price paid in the Acquisition | Number of shares AM Bioscience would have had to issue to Allied Shareholders for the same interest in the combined entity 31,289,441 Multiplied by the fair value per share of AM Bioscience’s common stock $ 0.1142 Fair value of consideration issued to effect the Acquisition $ 3,573,254 |
Schedule of fair value of the net assets | Cash $ 12,893 Other current assets 8,707 Advances receivable 4,072,988 Current liabilities (99,386 ) Effect of the Acquisition on equity (421,948 ) Purchase price $ 3,573,254 |
Acquisition of Allied Colombi_2
Acquisition of Allied Colombia S.A.S. (formerly known as Medicolombia) (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Acquisition of Allied Colombia S.A.S. (formerly known as Medicolombia) | |
Schedule of Assets acquisition | Purchase Price: Cash $ 700,000 Common stock issued 4,500,000 Liabilities assumed 556,820 Total purchase price $ 5,756,820 Fair value of assets acquired: Other current assets $ 115,475 Right-of-use asset 82,398 Property and equipment 123,613 Licenses 5,435,334 Total assets acquired $ 5,756,820 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Inventory (Tables) | |
Schedule of Inventory | August 31, 2021 August 31, 2020 Raw materials and supplies $ - $ 52,585 Work in progress 51,831 - Finished goods 84,430 - Total inventory $ 136,261 $ 52,585 |
Deposits and advances (Tables)
Deposits and advances (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Deposits and advances | |
Schedule of deposits and advances | August 31, 2021 August 31, 2020 a) Towards the purchase of prefabricated buildings $ 2,656,695 $ 2,600,720 b) Refundable deposits towards future land acquisitions - 174,030 c) Vitalis equipment deposit 233,496 233,496 d) Deposit towards a license acquisition 150,000 - e) Prepayments for construction facility in Colombia 115,972 - Total deposits and advances $ 3,156,163 $ 3,008,246 |
Property plant and equipment (T
Property plant and equipment (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Property plant and equipment | |
Schedule of property plant and equipment | Construction in process Farm facility and equipment Office and computer equipment Land equipment Total Cost August 31, 2020 $ 136,114 $ 79,956 $ 3,161 $ 6,000 $ 225,231 Additions 64,057 20,738 7,515 10,354 102,664 Transfer (174,990 ) 174,990 - - - Foreign exchange 2,288 (908 ) (23 ) (44 ) 1,313 August 31, 2021 $ 27,469 $ 274,776 $ 10,653 $ 16,310 $ 329,208 Accumulated depreciation August 31, 2020 $ - $ 2,211 $ - $ - $ 2,211 Additions - 57,660 1,980 941 60,581 Foreign exchange - (1,352 ) (45 ) (22 ) (1,419 ) August 31, 2021 $ - $ 58,519 $ 1,935 $ 919 $ 61,373 Net book value August 31, 2020 $ 136,114 $ 77,745 $ 3,161 $ 6,000 $ 223,020 August 31, 2021 $ 27,469 $ 216,257 $ 8,718 $ 15,391 $ 267,835 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
May 31, 2021 | |
Intangible assets | |
Schedule of intangible assets | Cost $ Foreign exchange $ Accumulated amortization $ Accumulated impairment $ August 31, 2021 Net carrying value $ August 31, 2020 Net carrying value $ Cannabis licenses 5,435,334 (464,973 ) (1,122,694 ) (3,801,667 ) 46,000 3,300,000 5,435,334 (464,973 ) (1,122,694 ) (3,801,667 ) 46,000 3,300,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Leases | |
Schedule of components of lease expenses | Operating lease cost: $ Amortization of right-of-use assets 10,403 Interest on lease liabilities 29,022 Total operating lease cost 39,425 |
Schedule of supplemental cash flow and other information related to leases | Lease payments 38,809 |
Schedule of supplemental balance sheet information related to leases | Cost 587,448 Accumulated amortization (13,490 ) Lease termination (299,115 ) Foreign exchange (27,518 ) Net carrying value at August 31, 2021 247,325 |
Schedule of future minimum lease payments | 2022 60,437 2023 60,437 2024 60,437 Thereafter 218,581 Total minimum lease payments 399,892 Less: amount of lease payments representing effects of discounting (152,567 ) Present value of future minimum lease payments 247,325 Less: current obligations under leases (25,013 ) Lease liabilities, net of current portion 222,312 |
Related party transactions an_2
Related party transactions and balances (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Related party transactions and balances | |
Schedule of related party compensation costs | August 31, 2021 August 31, 2020 Consulting fees and benefits $ 391,850 $ 505,889 |
Schedule of due from related party | August 31, 2021 August 31, 2020 CEO and Director $ (65,254 ) $ (12,588 ) COO and Director (76,574 ) (42,059 ) An entity controlled by the CFO (34,655 ) (10,797 ) An entity controlled by a Director - (5,142 ) $ (176,483 ) $ (70,586 ) |
Financial risk factors (Tables)
Financial risk factors (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Financial risk factors | |
Schedule of foreign currency translation | August 31, 2021 Balance in Canadian dollars: Cash and cash equivalents $ 85,581 Accounts payable (527,754 ) Net exposure (442,173 ) Balance in US dollars: $ (350,458 ) August 31, 2021 Balance in Colombian Pesos dollars: Cash and cash equivalents $ 60,142,222 Other receivables 282,501,000 Accounts payable (4,132,175,610 ) Net exposure (3,789,532,388 ) Balance in US dollars: $ (1,006,067 ) |
Share purchase warrants (Tables
Share purchase warrants (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Share purchase warrants | |
Schedule of share purchase warrants | Number of warrants Weighted average exercise price $ Balance, August 31, 2020 560,000 1.25 Issued 3,343,135 1.21 Expired (240,000 ) 1.25 Balance, August 31, 2021 3,663,135 1.21 |
Schedule of warrants outstanding | Number of warrants Exercise price $ Expiry date 320,000 1.25 October 31, 2021 130,673 1.25 September 29, 2022 30,090 1.25 October 16, 2022 68,750 1.25 November 11, 2022 240,000 1.25 November 28, 2022 118,000 0.50 March 26, 2022 180,000 1.00 April 29, 2022 1,446,666 1.25 June 11, 2023 50,000 1.25 July 17, 2023 103,956 1.25 July 26, 2023 200,000 1.25 August 18, 2023 775,000 1.25 August 28, 2023 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Stock Options | |
Schedule of Stock Options activity | Number of Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ Balance, August 31, 2020 – – – – Granted 4,900,000 0.77 4.42 Cancelled (450,000 ) 0.75 4.42 Outstanding, August 31, 2021 4,450,000 0.77 4.42 1,334,000 Exercisable, August 31, 2021 1,483,333 0.77 4.42 444,667 |
Schedule of weighted average assumptions | Year Ended August 31, 2021 Year Ended August 31, 2020 Expected dividend yield 0 % - Expected volatility 182 % - Expected life (in years) 5 - Risk-free interest rate 0.42 % - |
Non-cash activities (Tables)
Non-cash activities (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Schedule of Non-cash activities | For the Year Ended August 31, 2021 For the Year Ended August 31, 2020 Non-cash activities: Common stock issued pursuant to asset acquisitions 160,000 4,500,000 Common stock issued to settle debt 124,410 - Common stock issued for promissory note 90,000 - Common stock issued for consulting services 637,500 - Beneficial conversion feature 276,008 115,383 Relative fair value of warrants issued with convertible note 434,594 108,100 Fair value of warrants issued on modification of convertible note - 198,445 Fair value of shares issued on modification of convertible note 129,952 - Fair value of shares issuable on modification of debt 8,268 19,952 Original debt discount against convertible notes - 12,000 Net liabilities acquired in Allied Colombia Acquisition - (222,837 ) |
Segment disclosure (Tables)
Segment disclosure (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Segment disclosure | |
Schedule of operating segment | Allied $ Allied Colombia $ Total $ Net sales 6,358 6,160 12,518 Net loss (7,089,987 ) (4,395,259 ) (11,485,246 ) Accretion 654,760 - 654,760 Depreciation and amortization - 547,478 547,478 Total assets as of August 31, 2021 3,690,362 943,413 4,633,775 Allied $ Allied Colombia $ Total $ Net loss (3,134,323 ) (3,473,440 ) (6,607,763 ) Accretion 227,313 - 227,313 Depreciation and amortization - 466,042 466,042 Total assets as of August 31, 2020 3,425,088 3.679,489 7,104,577 |
Schedule of geographic information | Revenues $ Total Assets $ Canada 6,358 3,690,362 Colombia 6,160 943,413 Total 12,518 4,633,775 Revenues $ Total Assets $ Canada - 3,425,088 Colombia - 3,679,489 Total - 7,104,577 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Income taxes | |
Schedule of deferred income tax assets | August 31, 2021 August 31, 2020 Deferred tax asset: Net operating loss carryforward $ 2,200,000 $ 1,165,000 Less: valuation allowance (2,200,000 ) (1,165,000 ) Net deferred income tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | August 31, 2021 August 31, 2020 Income tax benefit $ 1,035,000 $ 808,000 Change in valuation allowance (1,035,000 ) (808,000 ) Provision for income taxes $ - $ - |
Nature of operations reverse ta
Nature of operations reverse takeover transaction and going concern (Details Narrative) - USD ($) | Sep. 10, 2019 | Aug. 31, 2021 | Aug. 31, 2020 | Jul. 25, 2019 |
Common stock, shares outstanding | 78,268,780 | 79,858,867 | 85,105,780 | |
Shares reacquired by treasury, shares | 4,500,000 | |||
Cancellation of treasury stock | 10,459,220 | |||
Net losses | $ (11,485,246) | $ (6,607,763) | ||
Working capital deficit | $ (4,465,792) | |||
Reorganization Agreement [Member] | Pacific Capital Investment Group, Inc. [Member] | ||||
Acquire percentage | 100.00% | 100.00% | ||
Business aquisition, common stock issued by related party to SECFAC | 51,200,014 | |||
Description of delivered as part of the transaction | Representing approximately 65.42% of the outstanding equity of Allied Corp. to SECFAC Exchange Corp. |
Significant accounting polici_4
Significant accounting policies (Details) | 12 Months Ended |
Aug. 31, 2021 | |
Farm facility and equipment [Member] | Minimum [Member] | |
Estimated useful lives | 1 year |
Farm facility and equipment [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
Office and Computer Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Office and Computer Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
Land Equipment [Member] | |
Estimated useful lives | 10 years |
Significant accounting polici_5
Significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Significant accounting policies | ||
Intangible asset estimated useful life | 10 years | |
Impairment of intangible assets | $ 2,687,695 | $ 2,230,904 |
Reverse take-over transaction_2
Reverse take-over transaction (Details) | 12 Months Ended |
Aug. 31, 2021USD ($)$ / sharesshares | |
Inventory (Tables) | |
Number of shares AM Bioscience would have had to issue to Allied Shareholders for the same interest in the combined entity | shares | 31,289,441 |
Multiplied by the fair value per share of AM Bioscience's common stock | $ / shares | $ 0.1142 |
Fair value of consideration issued to effect the Acquisition | $ | $ 3,573,254 |
Reverse take-over transaction_3
Reverse take-over transaction (Details 1) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Current liabilities | $ (5,382,244) | $ (3,067,340) |
Fair Value Of Net Assets [Member] | ||
Cash | 12,893 | |
Other current assets | 8,707 | |
Advances receivable | 4,072,988 | |
Current liabilities | (99,386) | |
Effect of the Acquisition on equity | (421,948) | |
Purchase price | $ 3,573,254 |
Reverse take-over transaction_4
Reverse take-over transaction (Details Narrative) - USD ($) | Sep. 10, 2019 | Aug. 31, 2021 | Jul. 25, 2019 |
Purchase price | $ 3,573,254 | ||
Reorganization Agreement [Member] | Pacific Capital Investment Group, Inc. [Member] | |||
Acquire percentage | 100.00% | 100.00% | |
Description of delivered as part of the transaction | Representing approximately 62.12% of the outstanding equity of the Company to SECFAC Exchange Corp. on behalf of the previous shareholders of AM Biosciences and other designees of AM Biosciences. | ||
Business aquisition, common stock issued by related party to SECFAC | 51,200,014 |
Acquisition of Allied Colombi_3
Acquisition of Allied Colombia SAS (formerly known as Medicolombia) (Details) | Aug. 31, 2021USD ($) |
Liabilities assumed | $ 598,326 |
Purchase Price [Member] | |
Cash | 700,000 |
Common stock issued | 4,500,000 |
Liabilities assumed | 556,820 |
Total Purchase price | 5,756,820 |
Fair Value of Assets Acquired [Member] | |
Other current assets | 115,475 |
Right of use asset | 82,398 |
Property, plant and equipment | 123,613 |
Licenses | 5,435,334 |
Total assets acquired | $ 5,756,820 |
Acquisition of Allied Colombi_4
Acquisition of Allied Colombia SAS (formerly known as Medicolombia) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 29, 2019 | Aug. 31, 2021 | Aug. 31, 2020 | |
Liabilities assumed | $ 598,326 | ||
Impact of foreign exchange | $ 6,536 | ||
Accrued contingent liabilities | $ 536,727 | ||
Contingent expenses for MediColombia | $ 530,191 | ||
Share Purchase Agreement [Member] | Dorson Commercial Corp [Member] | |||
Business aquisition, share purchase | 4,500,000 | ||
Fair value | $ 4,500,000 | ||
Purchase price of business aquisition | 700,000 | ||
Advances to affiliate | $ 329,436 |
Inventory (Details)
Inventory (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Inventory | ||
Raw materials | $ 0 | $ 52,585 |
Work-in-progress | 51,831 | 0 |
Finished goods | 84,430 | 0 |
Total inventory | $ 136,261 | $ 52,585 |
Inventory (Details Narrative)
Inventory (Details Narrative) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Inventory | |
Write-off of inventory to net realizable value | $ 635,219 |
Deposits and advances (Details)
Deposits and advances (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Total deposits and advances | $ 3,156,163 | $ 3,008,246 |
Towards the purchase of prefabricated buildings [Member] | ||
Total deposits and advances | 2,656,695 | 2,600,720 |
Refundable deposits towards future land acquisitions [Member] | ||
Total deposits and advances | 0 | 174,030 |
Vitalis equipment deposit [Member] | ||
Total deposits and advances | 233,496 | 233,496 |
Prepayments for construction facility in Colombia [Member] | ||
Total deposits and advances | 115,972 | 0 |
Deposit towards a license acquisition [Member] | ||
Total deposits and advances | $ 150,000 | $ 0 |
Deposits and advances (Details
Deposits and advances (Details Narrative) | Aug. 31, 2021USD ($)ft² | Aug. 31, 2020USD ($) |
Total deposits and advances | $ 3,156,163 | $ 3,008,246 |
Purchase Agreement [Member] | ||
Area of land | ft² | 8,700 | |
Prepayments for construction facility in Colombia [Member] | ||
Total deposits and advances | $ 115,972 | 0 |
Deposit towards a license acquisition [Member] | ||
Total deposits and advances | 150,000 | 0 |
Vitalis equipment deposit [Member] | ||
Total deposits and advances | 233,496 | 233,496 |
Towards the purchase of prefabricated buildings [Member] | ||
Total deposits and advances | 2,656,695 | 2,600,720 |
Two Purchase and Sale Agreement [Member] | ||
Total deposits and advances | $ 0 | $ 174,030 |
Property plant and equipment (D
Property plant and equipment (Details) | Aug. 31, 2021USD ($) |
Cost of asset, Begining balance | $ 225,231 |
Cost of asset, Addition | 102,664 |
Cost of asset, Transfer | 0 |
Cost of asset, Foreign exchange | 1,313 |
Cost of asset, Ending balance | 329,208 |
Accumulated depreciation | |
Accumulated depreciation, Begining balances | 2,211 |
Accumulated depreciation, Additions | 60,581 |
Accumulated depreciation, Foreign exchange | (1,419) |
Accumulated depreciation, Ending balance | 61,373 |
Net book value, Begining balance | 223,020 |
Net book value, Ending balance | 267,835 |
Land Equipment [Member] | |
Cost of asset, Begining balance | 6,000 |
Cost of asset, Addition | 10,354 |
Cost of asset, Transfer | 0 |
Cost of asset, Foreign exchange | (44) |
Cost of asset, Ending balance | 16,310 |
Accumulated depreciation | |
Accumulated depreciation, Begining balances | 0 |
Accumulated depreciation, Additions | 941 |
Accumulated depreciation, Foreign exchange | (22) |
Accumulated depreciation, Ending balance | 919 |
Net book value, Begining balance | 6,000 |
Net book value, Ending balance | 15,391 |
Office and Computer Equipment [Member] | |
Cost of asset, Begining balance | 3,161 |
Cost of asset, Addition | 7,515 |
Cost of asset, Transfer | 0 |
Cost of asset, Foreign exchange | (23) |
Cost of asset, Ending balance | 10,653 |
Accumulated depreciation | |
Accumulated depreciation, Begining balances | 0 |
Accumulated depreciation, Additions | 1,980 |
Accumulated depreciation, Foreign exchange | (45) |
Accumulated depreciation, Ending balance | 1,935 |
Net book value, Begining balance | 3,161 |
Net book value, Ending balance | 8,718 |
Farm Facility and Equipment [Member] | |
Cost of asset, Begining balance | 79,956 |
Cost of asset, Addition | 20,738 |
Cost of asset, Transfer | 174,990 |
Cost of asset, Foreign exchange | (908) |
Cost of asset, Ending balance | 274,776 |
Accumulated depreciation | |
Accumulated depreciation, Begining balances | 2,211 |
Accumulated depreciation, Additions | 57,660 |
Accumulated depreciation, Foreign exchange | (1,352) |
Accumulated depreciation, Ending balance | 58,519 |
Net book value, Begining balance | 77,745 |
Net book value, Ending balance | 216,257 |
Construction in progress [Member] | |
Cost of asset, Begining balance | 136,114 |
Cost of asset, Addition | 64,057 |
Cost of asset, Transfer | (174,990) |
Cost of asset, Foreign exchange | 2,288 |
Cost of asset, Ending balance | 27,469 |
Accumulated depreciation | |
Accumulated depreciation, Begining balances | 0 |
Accumulated depreciation, Additions | 0 |
Accumulated depreciation, Foreign exchange | 0 |
Accumulated depreciation, Ending balance | 0 |
Net book value, Begining balance | 136,114 |
Net book value, Ending balance | $ 27,469 |
Property plant and equipment _2
Property plant and equipment (Details Narrative) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Property plant and equipment | |
Depreciation on property, plant and equipment | $ 13,818 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cost | $ 5,435,334 | |
Foreign exchange | (464,973) | |
Accumulated amortization | (1,122,694) | |
Accumulated impairment | (3,801,667) | |
Intangible assets net carrying value | 46,000 | $ 3,300,000 |
Cannabis Licenses [Member] | ||
Cost | 5,435,334 | |
Foreign exchange | (464,973) | |
Accumulated amortization | (1,122,694) | |
Accumulated impairment | (3,801,667) | |
Intangible assets net carrying value | $ 46,000 | $ 3,300,000 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Feb. 17, 2020 | |
Impairment of intangible assets | $ 2,687,695 | $ 2,230,904 | |
Licenses estimated recoverable amount | 46,000 | ||
Amortization of licenses | 1,122,694 | ||
Medicolumbia [Member] | |||
Acquisition of licenses | $ 5,435,334 | ||
Amortization included in inventory | 158,121 | ||
Amortization of licenses | $ 658,836 | $ 463,858 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Operating lease cost: | |
Amortization of right-of-use assets | $ 10,403 |
Interest on lease liabilities | 29,022 |
Total operating lease cost | $ 39,425 |
Leases (Details 1)
Leases (Details 1) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Leases | |
Lease payments | $ 38,809 |
Leases (Details 2)
Leases (Details 2) | Aug. 31, 2021USD ($) |
Leases | |
Cost | $ 587,448 |
Accumulated amortization | (13,490) |
Lease termination | (299,115) |
Foreign exchange | (27,518) |
Net carrying value | $ 247,325 |
Leases (Details 3)
Leases (Details 3) | Aug. 31, 2021USD ($) |
Leases | |
2022 | $ 60,437 |
2023 | 60,437 |
2024 | 60,437 |
Thereafter | 218,581 |
Total minimum lease payments | 399,892 |
Less: amount of lease payments representing effects of discounting | (152,567) |
Present value of future minimum lease payments | 247,325 |
Less current obligations under leases | (25,013) |
Lease liabilities, net of current portion | $ 222,312 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Aug. 10, 2021 | Aug. 31, 2021 | Aug. 31, 2020 |
Leases | |||
Operating lease assets and liabilities | $ 82,398 | ||
Land purchase | 920,000 | ||
Monthly payments | $ 2,647 | $ 4,501 | |
Lease Expiration Date | Jul. 31, 2026 | May 31, 2030 | |
Lease liabilities | $ 104,902 | $ 70,705 | |
Lease term | 5 years | 10 years | |
Weighted average discount rate operating leases | 15.00% | ||
Loss on lease termination | $ 65,565 | $ 0 | |
Weighted average remaining operating lease term | 6 years 10 months 2 days |
Loans payable (Details Narrativ
Loans payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 25, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Jan. 24, 2021 | Nov. 20, 2020 | Jun. 30, 2020 | Jun. 20, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | May 29, 2020 | |
Interest paid | $ 491,378 | $ 148,236 | ||||||||||
Initialy payment for building | $ 71,023 | |||||||||||
Monthly interest payments | $ 37,613 | |||||||||||
Repayment of Principal Amount | $ 1,253,772 | |||||||||||
Promissory note, description | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | |||||||||||
Promissory note, outstanding balance | $ 163,341 | $ 400,000 | ||||||||||
Maturity date | Jan. 25, 2022 | Oct. 31, 2021 | Oct. 29, 2021 | Sep. 26, 2021 | ||||||||
SECFAC Exchange Corp [Member] | ||||||||||||
Debt instrument share issued upon additional compensation | 100,000 | |||||||||||
Fair value of debt instrument | $ 90,000 | |||||||||||
Accertion on promissory notes | 90,000 | |||||||||||
March 1, 2021 [Member] | ||||||||||||
Promissory notes | $ 300,000 | |||||||||||
Interest rate | 10.00% | |||||||||||
Maturity date | Jun. 1, 2021 | |||||||||||
June 2020 [Member] | ||||||||||||
Purchase price of Building | $ 1,253,772 | |||||||||||
Acquisition Agreement [Member] | Promissory Note [Member] | ||||||||||||
Fair value of stock | $ 74,000 | |||||||||||
Debt instrument share issued, shares | 200,000 | |||||||||||
Debt instrument share issued, amount | $ 85,500 | |||||||||||
Promissory note, description | The note is non-interest bearing and is due 10 days after demand. | |||||||||||
Promissory notes | $ 42,750 | |||||||||||
Promissory note, outstanding balance | $ 42,750 |
Secured convertible notes pay_2
Secured convertible notes payable (Details Narrative) - USD ($) | May 12, 2021 | Jan. 07, 2021 | Nov. 11, 2020 | Jul. 25, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 22, 2021 | Jan. 06, 2021 | Dec. 02, 2020 | Oct. 26, 2020 | Sep. 29, 2020 | Jun. 30, 2020 | Jan. 23, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Fair value of warrants | $ 37,679 | $ 43,914 | $ 142,436 | $ 17,437 | $ 78,011 | $ 117,533 | |||||||||||
Simple interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Conversion price | $ 0.70 | $ 1.25 | $ 1 | $ 1 | $ 0.70 | $ 0.65 | $ 0.65 | $ 0.98 | |||||||||
Common shares issued upon debt conversion | 8,268 | ||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||
Beneficial conversion feature | $ 85,330 | $ 115,383 | |||||||||||||||
Shares issuable | 16,000 | ||||||||||||||||
Purchase additional common shares | 320,000 | ||||||||||||||||
Convertible debt | $ 364,517 | ||||||||||||||||
Fair value of debt amount extingushed | $ 8,268 | ||||||||||||||||
Convertible debt discounted | 108,100 | ||||||||||||||||
Accrued interest included in accounts payable and accrued liabilities | $ 144 | 4,329 | |||||||||||||||
Accrued interest | 336 | $ 1,808 | 36,658 | ||||||||||||||
Face value of convertible note | $ 48,258 | $ 15,000 | 56,086 | 457,436 | $ 20,176 | 85,330 | 470,467 | ||||||||||
Convertible note interest rate percentage | 10.00% | ||||||||||||||||
Additional paid in capital, fair value of warrants | 37,679 | 7,904 | 22,564 | $ 17,437 | $ 78,011 | 108,100 | |||||||||||
Repayment Convertible notes payable | $ 200,000 | 600,000 | |||||||||||||||
Convertible notes, principal amounts | $ 35,000 | $ 100,000 | $ 180,000 | $ 100,000 | |||||||||||||
Maturity date | Jan. 25, 2022 | Oct. 31, 2021 | Oct. 29, 2021 | Sep. 26, 2021 | |||||||||||||
Outstanding note payable | 163,341 | $ 400,000 | |||||||||||||||
Gain/Loss on extinguishment | $ 0 | $ 8,268 | $ 2,500 | (118,448) | $ 0 | ||||||||||||
Warrants issued to purchase common shares | 100,000 | 180,000 | 100,000 | ||||||||||||||
Debt instrument, maturity term | 1 year | 1 year | 1 year | ||||||||||||||
Warrant exercise price | $ 1 | $ 1 | $ 0.50 | ||||||||||||||
Original issue discount on beneficial conversion feature | $ 48,258 | $ 4,016 | $ 457,436 | $ 12,000 | |||||||||||||
Shares received by each noteholder | 31,289,441 | ||||||||||||||||
Accretion expenses | $ 654,760 | $ 227,313 | |||||||||||||||
On March 31, 2021 [Member] | |||||||||||||||||
Simple interest rate | 10.00% | ||||||||||||||||
Common shares issued upon debt conversion | 20,000 | ||||||||||||||||
Accrued interest | $ 1,578 | ||||||||||||||||
Shares received by each noteholder | 10,000 | ||||||||||||||||
On November 1, 2020 [Member] | |||||||||||||||||
Common shares issued upon debt conversion | 100,000 | ||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||
Fair value of debt amount extingushed | $ 110,000 | ||||||||||||||||
Outstanding note payable | 400,000 | ||||||||||||||||
Gain/Loss on extinguishment | $ 110,000 | ||||||||||||||||
Shares received by each noteholder | 50,000 | ||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2021 | ||||||||||||||||
On July 1, 2020 [Member] | |||||||||||||||||
Simple interest rate | 5.00% | ||||||||||||||||
Common shares issued upon debt conversion | 8,000 | ||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||
Purchase additional common shares | 320,000 | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Debt instrument, maturity date | Oct. 31, 2021 | ||||||||||||||||
Warrants issued upon debt conversion | 160,000 | ||||||||||||||||
Nine Convertible Notes [Member] | |||||||||||||||||
Fair value of warrants | $ 68,578 | ||||||||||||||||
Accrued interest included in accounts payable and accrued liabilities | $ 6,115 | ||||||||||||||||
Accrued interest | 3,370 | ||||||||||||||||
Face value of convertible note | 111,422 | ||||||||||||||||
Additional paid in capital, fair value of warrants | 68,578 | ||||||||||||||||
Original issue discount on beneficial conversion feature | $ 46,078 | ||||||||||||||||
Six Convertible Notes [Member] | |||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest | 44,712 | ||||||||||||||||
Convertible notes, principal amounts | $ 600,000 | ||||||||||||||||
Maturity date | Apr. 23, 2021 | ||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Ten Convertible Notes [Member] | |||||||||||||||||
Fair value of warrants | $ 38,507 | ||||||||||||||||
Accrued interest | 29,589 | ||||||||||||||||
Face value of convertible note | 61,493 | ||||||||||||||||
Additional paid in capital, fair value of warrants | $ 38,507 | ||||||||||||||||
Original issue discount on beneficial conversion feature | 12,000 | ||||||||||||||||
Eight Convertible Notes [Member] | |||||||||||||||||
Fair value of warrants | $ 7,904 | ||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest | 779 | ||||||||||||||||
Face value of convertible note | $ 10,096 | ||||||||||||||||
Additional paid in capital, fair value of warrants | 43,914 | ||||||||||||||||
Convertible notes, principal amounts | $ 18,000 | ||||||||||||||||
Maturity date | Sep. 26, 2021 | ||||||||||||||||
Warrants issued to purchase common shares | 18,000 | ||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||||
Original issue discount on beneficial conversion feature | $ 22,314 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Seven Convertible Notes [Member] | |||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest | $ 19,398 | ||||||||||||||||
Convertible notes, principal amounts | $ 300,000 | ||||||||||||||||
Maturity date | Apr. 23, 2021 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||
Fair value of debt amount extingushed | $ 20,000 | ||||||||||||||||
Outstanding note payable | 400,000 | ||||||||||||||||
Gain/Loss on extinguishment | 20,000 | ||||||||||||||||
Consideration of extending the convertible notes | 400,000 | ||||||||||||||||
Fair value of the common share and warrants | 218,397 | ||||||||||||||||
Five Convertible Notes [Member] | |||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest included in accounts payable and accrued liabilities | 6,899 | ||||||||||||||||
Accrued interest | 2,236 | ||||||||||||||||
Convertible notes, principal amounts | $ 85,937 | ||||||||||||||||
Maturity date | May 9, 2021 | ||||||||||||||||
Warrants issued to purchase common shares | 68,750 | ||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||
Accretion expenses | 12,026 | ||||||||||||||||
Four Convertible Notes [Member] | |||||||||||||||||
Simple interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest included in accounts payable and accrued liabilities | 3,184 | ||||||||||||||||
Accrued interest | 15,036 | ||||||||||||||||
Convertible notes, principal amounts | $ 37,613 | ||||||||||||||||
Maturity date | Apr. 23, 2021 | ||||||||||||||||
Warrants issued to purchase common shares | 30,090 | ||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Accretion expenses | $ 6,411 | ||||||||||||||||
Three Convertible Notes [Member] | |||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Accrued interest | 6,803 | ||||||||||||||||
Convertible notes, principal amounts | $ 163,341 | ||||||||||||||||
Maturity date | Mar. 27, 2021 | ||||||||||||||||
Warrants issued to purchase common shares | 130,673 | ||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Accretion expenses | $ 37,046 | ||||||||||||||||
Two Convertible Notes [Member] | |||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||
Repayment Convertible notes payable | $ 600,000 | ||||||||||||||||
Convertible notes, principal amounts | $ 400,000 | ||||||||||||||||
Maturity date | Jul. 20, 2020 | ||||||||||||||||
Warrants issued to purchase common shares | 240,000 | ||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Debt discount | $ 12,000 | ||||||||||||||||
One Convertible Notes [Member] | |||||||||||||||||
Convertible notes, principal amounts | $ 200,000 |
Equity (Detail Narrative)
Equity (Detail Narrative) - USD ($) | May 14, 2021 | May 12, 2021 | Apr. 07, 2021 | Mar. 05, 2021 | May 17, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 27, 2021 | May 13, 2021 | Mar. 17, 2021 | Sep. 09, 2019 |
Common shares returned to treasury | 8,123,170 | 1,200,000 | 4,500,000 | |||||||||||
Cancellation of treasury stock | $ 10,459,220 | |||||||||||||
Shares face value | $ 4,500,000 | |||||||||||||
Common stock, shares issued | 750,000 | 4,500,000 | ||||||||||||
Fair value of total common stock shares | $ 31,746 | $ 22,500 | $ 637,500 | |||||||||||
Consulting fees | 425,000 | |||||||||||||
Deferred compensation | $ 212,500 | |||||||||||||
Shares paid, finder fees | 800 | |||||||||||||
Fair value of common stock | $ 149,952 | |||||||||||||
Common stock, shares purchase | 1,228,956 | |||||||||||||
Amount received for purchase of shares | $ 921,717 | 0 | ||||||||||||
Shares issuable amount | $ 19,952 | |||||||||||||
Common stock, shares issued for services | 215,000 | |||||||||||||
Gain/Loss on extinguishment | 0 | $ 8,268 | 2,500 | $ (118,448) | $ 0 | |||||||||
Settlement of accounts payable | $ 31,746 | $ 25,000 | ||||||||||||
Common stock shares issued | 200,000 | 31,746 | 100,000 | 250,000 | 25,000 | 79,858,867 | 85,105,780 | 136,000 | 500,000 | |||||
Proceed from issuance of common shares | $ 100,000 | $ 50,000 | $ 125,000 | $ 1,759,486 | $ 2,375,908 | |||||||||
Price Per Shares | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.75 | $ 0.50 | |||||||||
PSF [Member] | ||||||||||||||
Fair value of common stock | $ 160,000 | |||||||||||||
Debt instrument share issued, shares | 200,000 | |||||||||||||
On September 21, 2020 [Member] | ||||||||||||||
Common stock shares issued | 80,000 | |||||||||||||
Proceed from issuance of common shares | $ 100,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On June 8, 2020 [Member] | ||||||||||||||
Common stock shares issued | 960,000 | |||||||||||||
Proceed from issuance of common shares | $ 1,200,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On March 6, 2020 [Member] | ||||||||||||||
Common stock shares issued | 240,000 | |||||||||||||
Proceed from issuance of common shares | $ 300,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On March 9, 2020 [Member] | ||||||||||||||
Common stock shares issued | 200,000 | |||||||||||||
Proceed from issuance of common shares | $ 250,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
January 21, 2020 [Member] | ||||||||||||||
Common stock shares issued | 240,000 | |||||||||||||
Proceed from issuance of common shares | $ 300,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
Paid cash for finders fees | $ 24,092 | |||||||||||||
December 1, 2019 [Member] | ||||||||||||||
Common stock shares issued | 130,000 | |||||||||||||
Proceed from issuance of common shares | $ 265,000 | |||||||||||||
Price Per Shares | $ 0.50 | |||||||||||||
September 30, 2020 [Member] | ||||||||||||||
Common stock shares issued | 120,000 | |||||||||||||
Proceed from issuance of common shares | $ 150,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On May 20, 2020 [Member] | ||||||||||||||
Shares paid, finder fees | 16,000 | |||||||||||||
Common stock shares issued | 160,000 | |||||||||||||
Proceed from issuance of common shares | $ 200,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On March 1, 2021 [Member] | ||||||||||||||
Common stock, shares issued | 100,000 | |||||||||||||
Fair value of total common stock shares | $ 90,000 | |||||||||||||
Promissory note issued | $ 300,000 | |||||||||||||
On May 14, 2021 [Member] | ||||||||||||||
Common stock shares issued | 300,001 | |||||||||||||
Proceed from issuance of common shares | $ 225,000 | |||||||||||||
Price Per Shares | $ 0.75 | |||||||||||||
On June 17, 2021 [Member] | ||||||||||||||
Common stock shares issued | 1,046,666 | |||||||||||||
Proceed from issuance of common shares | $ 785,000 | |||||||||||||
Price Per Shares | $ 0.75 | |||||||||||||
On July 6, 2021 [Member] | ||||||||||||||
Common stock shares issued | 100,000 | |||||||||||||
Proceed from issuance of common shares | $ 50,000 | |||||||||||||
Price Per Shares | $ 0.50 | |||||||||||||
On March 12, 2020 [Member] | ||||||||||||||
Shares paid, finder fees | 56,000 | |||||||||||||
Common stock shares issued | 120,000 | |||||||||||||
Proceed from issuance of common shares | $ 150,000 | |||||||||||||
Price Per Shares | $ 1.25 | |||||||||||||
On March 17, 2021 [Member] | ||||||||||||||
Fair value of total common stock shares | $ 70,164 | |||||||||||||
Gain/Loss on extinguishment | 17,319 | |||||||||||||
Settlement of accounts payable | $ 87,483 | |||||||||||||
Common stock shares issued | 86,044 |
Related party transactions an_3
Related party transactions and balances (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Related party transactions and balances | ||
Consulting fees and benefits | $ 391,850 | $ 505,889 |
Related party transactions an_4
Related party transactions and balances (Details 1) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Amounts due from related party | $ (176,483) | $ (70,586) |
Director [Member] | ||
Amounts due from related party | 0 | (5,142) |
CEO and Director [Member] | ||
Amounts due from related party | (65,254) | (12,588) |
COO and Director [Member] | ||
Amounts due from related party | (76,574) | (42,059) |
CFO [Member] | ||
Amounts due from related party | $ (34,655) | $ (10,797) |
Related party transactions an_5
Related party transactions and balances (Details Narrative) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Related party transactions and balances | ||
Due to related party | $ 176,483 | $ 70,586 |
Financial risk factors (Details
Financial risk factors (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 |
Cash and cash equivalents | $ 419,825 | $ 94,047 | $ 1,080,882 |
Canadian dollar exchange rate [Member] | |||
Cash and cash equivalents | 85,581 | ||
Accounts payable | (527,754) | ||
Net exposure | (442,173) | ||
Balance in US dollars | $ (350,458) |
Financial risk factors (Detai_2
Financial risk factors (Details 1) - Colombian Peso exchange rate [Member] | Aug. 31, 2021USD ($) |
Cash and cash equivalents | $ 60,142,222 |
Other receivables | 282,501,000 |
Accounts payable | (4,132,175,610) |
Net exposure | (3,789,532,388) |
Balance in US dollars | $ (1,006,067) |
Financial risk factors (Detai_3
Financial risk factors (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Net losses | $ (11,485,246) | $ (6,607,763) |
Colombian Peso exchange rate [Member] | ||
Net losses | $ 100,607 | 91,603 |
Exchange rate | 10.00% | |
Canadian dollar exchange rate [Member] | ||
Net losses | $ 44,217 | $ 26,003 |
Exchange rate | 10.00% |
Commitments (Details Narrative)
Commitments (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020CAD ($) | Aug. 31, 2021USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2021CAD ($) | Aug. 31, 2020CAD ($) | Aug. 30, 2019CAD ($) | |
Contingent liability | $ 532,841 | ||||||||
Period for lease | 5 years | ||||||||
Settlement payments | $ 108,500 | $ 0 | |||||||
Accounts payable and accrued liabilities | 90,000 | ||||||||
Construction payable | 208,279 | ||||||||
Remaining balance | $ 163,341 | $ 400,000 | |||||||
Annual rent for lease | 50,570 | $ 90,537 | |||||||
Lot 2 [Member] | |||||||||
Commitment | $ 953,700 | ||||||||
Initial refundable deposit | $ 10,000 | ||||||||
Lot 1 [Member] | |||||||||
Commitment | 988,550 | ||||||||
Term descriptions | 10 years commencing June 1, 2020 until May 31, 2030 | 10 years commencing June 1, 2020 until May 31, 2030 | |||||||
Annual rent for lease | $ 70,442 | ||||||||
CAD [Member] | |||||||||
Commitment | $ 1,942,250 | ||||||||
Construction agreement [Member] | |||||||||
Construction cost | $ 235,788 | 23,579 | |||||||
Remaining balance | 165,052 | ||||||||
Deposit | 47,157 | ||||||||
Sales Agreement [Member] | |||||||||
Deposits and advances | $ 233,496 | ||||||||
Equipment | $ 658,260 |
Acquisition of Pacific Sun Fu_2
Acquisition of Pacific Sun Fungi Inc. (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 24, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 27, 2021 | |
Impairment of acquired assets | $ 245,500 | $ 0 | ||
Fair value of common stock | $ 149,952 | |||
Acquisition Agreement [Member] | Promissory Note [Member] | ||||
Debt instrument share issued, shares | 200,000 | |||
Debt instrument share issued, amount | $ 85,500 | |||
Fair value of common stock | $ 160,000 |
Share purchase warrants (Detail
Share purchase warrants (Details) - Warrants [Member] | 12 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Number of warrants | |
Number of warrants, Beginning balance | shares | 560,000 |
Number of warrants, issued | shares | 3,343,135 |
Number of warrants, expired | shares | (240,000) |
Ending balance | shares | 3,663,135 |
Weighted average exercise price | |
Weighted average exercise price, Beginning balance | $ / shares | $ 1.25 |
Weighted average exercise price, issued | $ / shares | 1.21 |
Weighted average exercise price, expired | $ / shares | 1.25 |
Weighted average exercise price, Ending balance | $ / shares | $ 1.21 |
Share purchase warrants (Deta_2
Share purchase warrants (Details 1) - $ / shares | Aug. 31, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 26, 2021 |
Weighted average exercise price | $ 1 | $ 1 | $ 0.50 | |
Warrant 1 [Member] | ||||
Number of warrants | 320,000 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Oct. 31, 2021 | |||
Warrant 2 [Member] | ||||
Number of warrants | 130,673 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Sep. 29, 2022 | |||
Warrant 3 [Member] | ||||
Number of warrants | 30,090 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Oct. 16, 2022 | |||
Warrant 4 [Member] | ||||
Number of warrants | 68,750 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Nov. 11, 2022 | |||
Warrant 5 [Member] | ||||
Number of warrants | 240,000 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Nov. 28, 2022 | |||
Warrant 6 [Member] | ||||
Number of warrants | 118,000 | |||
Weighted average exercise price | $ 0.50 | |||
Expiry date | Mar. 26, 2022 | |||
Warrant 7 [Member] | ||||
Number of warrants | 180,000 | |||
Weighted average exercise price | $ 1 | |||
Expiry date | Apr. 29, 2022 | |||
Warrant 8 [Member] | ||||
Number of warrants | 1,446,666 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Jun. 11, 2023 | |||
Warrant 9 [Member] | ||||
Number of warrants | 50,000 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Jul. 17, 2023 | |||
Warrant 11 [Member] | ||||
Number of warrants | 200,000 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Aug. 18, 2023 | |||
Warrant 10 [Member] | ||||
Number of warrants | 103,956 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Jul. 26, 2023 | |||
Warrant 12 [Member] | ||||
Number of warrants | 775,000 | |||
Weighted average exercise price | $ 1.25 | |||
Expiry date | Aug. 28, 2023 |
Stock options (Details)
Stock options (Details) | 12 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Stock Options | |
Number of shares, Beginning balance | 0 |
Number of options, granted | 4,900,000 |
Number of options, cancelled | (450,000) |
Number of shares, Ending balance | 4,450,000 |
Number of options, Exercisable balance | 1,483,333 |
Weighted Average exercise price, granted | $ / shares | $ 0.77 |
Weighted Average exercise price, Cancelled | $ / shares | 0.75 |
Weighted Average exercise price, exercisable balance | $ / shares | 0.77 |
Weighted Average exercise price, Ending balance | $ / shares | $ 0.77 |
Weighted average contractual term, granted | 4 years 5 months 1 day |
Weighted average contractual term, Cancelled | 4 years 5 months 1 day |
Weighted average contractual term, outstanding | 4 years 5 months 1 day |
Weighted average contractual term, exercisable | 4 years 5 months 1 day |
Aggregate Intrinsic value, outstanding balance | 1,334,000 |
Aggregate Intrinsic value, exercisable balance | 444,667 |
Stock options (Details 1)
Stock options (Details 1) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Stock Options | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 182.00% | 0.00% |
Expected life (in years) | 5 years | |
Risk-free interest rate | 0.42% | 0.00% |
Stock options (Details Narrativ
Stock options (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2021 | May 14, 2021 | Apr. 20, 2021 | Apr. 07, 2021 | Mar. 17, 2021 | |
Price per share | $ 0.75 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 |
Unrecognized compensation costs | $ 1,289,875 | ||||
Options exercisable | 3,700,000 | ||||
Stock options granted | 4,900,000 | ||||
Stock based compensation | $ 2,241,077 | ||||
Directors And Officers [Member] | February 1, 2021 [Member] | |||||
Price per share | $ 0.825 | ||||
Options exercisable | 1,200,000 | ||||
weighted average fair value of stock options granted per share | $ 0.77 | ||||
Stock options granted | 4,900,000 | ||||
Options expired | 5 years | ||||
Stock based compensation | $ 2,666,077 |
Non-cash activities (Details)
Non-cash activities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 29, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Beneficial conversion feature | $ 85,330 | $ 115,383 | |
Non-Cash Activities [Member] | |||
Common stock issued pursuant to asset acquisitions | 160,000 | $ 4,500,000 | |
Common stock issued to settle debt | 124,410 | 0 | |
Common stock issued for promissory note | 90,000 | 0 | |
Common stocks issued for consulting services | 637,500 | 0 | |
Beneficial conversion feature | 276,008 | 115,383 | |
Relative fair value of warrants issued with convertible note | 434,594 | 108,100 | |
Fair value of warrants issued on modification of convertible note | 0 | 198,445 | |
Fair value of shares issued on modification of convertible note | 129,952 | 0 | |
Fair value of shares issuable on modification of debt | 8,268 | 19,952 | |
Original debt discount against convertible notes | 0 | 12,000 | |
Net liabilities acquired in Medicolombias Acquisition | $ 0 | $ (222,837) |
Segment disclosure (Details)
Segment disclosure (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Net sales | $ 12,518 | |
Net losses | (11,485,246) | $ (6,607,763) |
Accretion | 654,760 | 227,313 |
Depreciation and amortization | 547,478 | 466,042 |
Total assets | 4,633,775 | 7,104,577 |
Allied [Member] | ||
Net sales | 6,358 | |
Net losses | (7,089,987) | (3,134,323) |
Accretion | 654,760 | 227,313 |
Depreciation and amortization | 0 | 0 |
Total assets | 3,690,362 | 3,425,088 |
Allied Colombia [Member] | ||
Net sales | 6,160 | |
Net losses | (4,395,259) | (3,473,440) |
Accretion | 0 | 0 |
Depreciation and amortization | 547,478 | 466,042 |
Total assets | $ 943,413 | $ 3,679,489 |
Segment disclosure (Details 2)
Segment disclosure (Details 2) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Total long lived assets | $ 4,633,775 | $ 7,104,577 |
Revenue | 12,518 | |
Canada [Member] | ||
Total long lived assets | 3,690,362 | 3,425,088 |
Revenue | 6,358 | 0 |
Colombia [Member] | ||
Total long lived assets | 943,413 | 3,679,489 |
Revenue | $ 6,160 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Deferred tax asset: | ||
Net operating loss carry-forward | $ 2,200,000 | $ 1,165,000 |
Less: valuation allowance | (2,200,000) | (1,165,000) |
Net deferred income tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income taxes | ||
Income tax benefit | $ 1,035,000 | $ 808,000 |
Change in valuation allowance | (1,035,000) | (808,000) |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Income taxes | |
Net operating loss carryforward | $ 8,609,000 |
Federal and net operating losses | $ 8,609,000 |
Net operating loss carryforward expiry date | 2034 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Aug. 10, 2021 | Mar. 30, 2021 | Aug. 31, 2021 | Jul. 25, 2021 | Jul. 02, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 26, 2021 | Nov. 11, 2020 | Oct. 26, 2020 | Sep. 29, 2020 |
Common unit issued | 3,517,666 | ||||||||||
Common unit per share | $ 0.75 | ||||||||||
Proceeds from issuance of common stock | $ 2,638,250 | ||||||||||
Finder's fee | $ 206,043 | ||||||||||
Subsequent description | Each unit consists of one common share of the Company and one warrant to purchase the Company’s one common shares at $1.25 for a period of two years. | ||||||||||
Lease term | 5 years | 10 years | |||||||||
Convertible notes, principal amounts | $ 35,000 | $ 100,000 | $ 180,000 | $ 100,000 | |||||||
Warrants exercised price | $ 1 | $ 1 | $ 0.50 | ||||||||
Conversion price | $ 0.98 | $ 1.25 | $ 1 | $ 1 | $ 0.70 | $ 0.70 | $ 0.65 | $ 0.65 | |||
2022 | $ 60,437 | ||||||||||
2023 | 60,437 | ||||||||||
2024 | 60,437 | ||||||||||
North Las Vegas [Member] | |||||||||||
2022 | $ 1,500 | ||||||||||
2023 | 1,800 | ||||||||||
2024 | 2,025 | ||||||||||
2025 | 2,280 | ||||||||||
2026 | $ 2,565 | ||||||||||
October 25, 2021 [Member] | |||||||||||
Convertible notes, principal amounts | $ 100,000 | ||||||||||
Warrant to purchase shares | 100,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Warrants exercised price | $ 1.25 | ||||||||||
Conversion price | $ 1 | ||||||||||
Asset Purchase Agreement [Member] | |||||||||||
Promissory note issued | $ 150,000 | ||||||||||
Liabilities | $ 1,350,000 | ||||||||||
Short Term Applicable Federal Rate | 0.11% | ||||||||||
Amendment Agreements [Member] | October 1, 2021 [Member] | |||||||||||
Lease term | 1 year | ||||||||||
Convertible notes, principal amounts | $ 100,000 | ||||||||||
Warrant to purchase shares | 100,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Warrants exercised price | $ 1.25 |