Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 13, 2018 | Feb. 28, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Poverty Dignified, Inc. | ||
Entity Central Index Key | 1,591,615 | ||
Document Type | 10-K/A | ||
Document Period End Date | Aug. 31, 2018 | ||
Amendment Flag | true | ||
Amemdment Description | <font style="font: 10pt Times New Roman, Times, Serif">This Amendment No. 1 on Form 10-K/A (this “<i>Amendment</i>”) amends our Annual Report on Form 10-K for the fiscal year ended August 31, 2018, originally filed with the Securities and Exchange Commission (“<i>SEC</i>”) on December 14, 2018 (the “<i>Original Report</i>”). We are filing this Amendment to clarify certain disclosures related to our ability to continue as a going concern, as well as disclosures related to our business plans. Because these changes include changes to the notes to the financials included in the Original Report, we are filing a new consent of our auditors with this Amendment. Additionally, we are filing this amendment in order to provide additional exhibits of contracts and agreements described in the Original Report. In connection with the filing of this Amendment and pursuant to the requirements of Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment new certifications of our principal executive officer and principal financial officer.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif">Except as described above, no other changes have been made to the Original Report. The Original Report continues to speak as of the date of the Original Report, and we have not updated the disclosures contained therein to reflect any events that have occurred at a date subsequent to the filing of the Original Report. Material events may have occurred subsequent to the filing of the Original Report that are not reflected in this Amendment.</font></p>" id="sjs-B9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif">This Amendment No. 1 on Form 10-K/A (this “<i>Amendment</i>”) amends our Annual Report on Form 10-K for the fiscal year ended August 31, 2018, originally filed with the Securities and Exchange Commission (“<i>SEC</i>”) on December 14, 2018 (the “<i>Original Report</i>”). We are filing this Amendment to clarify certain disclosures related to our ability to continue as a going concern, as well as disclosures related to our business plans. Because these changes include changes to the notes to the financials included in the Original Report, we are filing a new consent of our auditors with this Amendment. Additionally, we are filing this amendment in order to provide additional exhibits of contracts and agreements described in the Original Report. In connection with the filing of this Amendment and pursuant to the requirements of Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment new certifications of our principal executive officer and principal financial officer.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif">Except as described above, no other changes have been made to the Original Report. The Original Report continues to speak as of the date of the Original Report, and we have not updated the disclosures contained therein to reflect any events that have occurred at a date subsequent to the filing of the Original Report. Material events may have occurred subsequent to the filing of the Original Report that are not reflected in this Amendment.</font></p> | ||
Current Fiscal Year End Date | --08-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Public Float | $ 936,200 | ||
Entity Ex Transition Period | false | ||
Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 11,390,152 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash | $ 1,819 | $ 2,039 |
Prepaid expenses and other current assets | 10,092 | 10,658 |
Current assets of discontinued operation | 2,174 | 8,796 |
Total current assets | 14,085 | 21,493 |
Property and equipment, net - discontinued operation | 53,505 | |
Total assets | 14,085 | 74,998 |
Current liabilities | ||
Accounts payable | 53,777 | 69,530 |
Notes payable - related party | 1,114,207 | 486,373 |
Accrued payroll expenses | 1,013,863 | 744,131 |
Accrued expenses | 6,330 | 12,844 |
Due to officer | 6,725 | 6,944 |
Convertible notes payable, net of discount of $52,831 and $32,500, respectively | 158,669 | 32,500 |
Derivative liabilities | 56,220 | |
Current liabilities of discontinued operation | 415,371 | 222,586 |
Total current liabilities | 2,825,162 | 1,574,908 |
Long term convertible debenture, net of discount of $-0- and $46,559, respectively | 53,441 | |
Total liabilities | 2,825,162 | 1,628,349 |
Stockholders' equity (deficit): | ||
Preferred stock par value $.0001:10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock par value $.0001: 100,000,000 shares authorized; 10,107,394 and 8,511,850 shares issued and outstanding as of August 31, 2018 and 2017, respectively | 1,011 | 851 |
Additional paid in capital | 8,812,361 | 8,272,310 |
Accumulated deficit | (11,596,587) | (9,784,847) |
Accumulated other comprehensive loss - discontinued operation | (27,862) | (41,665) |
Total stockholders' equity (deficit) | (2,811,077) | (1,553,351) |
Total liabilities and stockholders' equity (deficit) | $ 14,085 | $ 74,998 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current liabilities | ||
Convertible notes payable, net of discount | $ 52,831 | $ 32,500 |
Long term convertible debenture, net of discount | $ 0 | $ 46,559 |
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,107,394 | 8,511,850 |
Common stock, shares outstanding | 10,107,394 | 8,511,850 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Operating expenses | ||
Research and development | $ 558 | |
Professional fees | 128,768 | 159,337 |
Stock-based franchise settlement expense | 145,750 | |
General and administrative | ||
Payroll | 295,981 | 456,528 |
Stock-based compensation expense | 96,915 | 150,000 |
Advertising | 1,702 | 155,189 |
Travel | 80,079 | 113,781 |
Other | 20,333 | 49,587 |
Total general and administrative | 495,010 | 925,085 |
Total operating expenses | 769,528 | 1,084,980 |
Net operating loss | (769,528) | (1,084,980) |
Interest expense | (203,464) | (56,205) |
Loss on valuation of derivative liabilities | (79,847) | |
Loss on extinguishment of convertible notes | (178,249) | |
Debt default penalty expense | (43,938) | |
Gain on repayment of convertible notes | 28,653 | |
Net loss from continuing operations | (1,246,373) | (1,141,185) |
Loss from discontinued operation | (565,367) | (398,990) |
Net Loss | (1,811,740) | (1,540,175) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment - discontinued operation | 13,803 | (37,700) |
Comprehensive loss | $ (1,797,937) | $ (1,577,875) |
Basic and diluted net loss per common share | ||
-Continuing operations | $ (0.13) | $ (0.14) |
-Discontinued operation | (0.06) | (0.05) |
Net loss per share | $ (0.19) | $ (0.19) |
Weighted average common shares outstanding - Basic and diluted | 9,309,622 | 7,920,349 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning Balance, Shares at Aug. 31, 2016 | 7,328,848 | ||||
Beginning Balance, Amount at Aug. 31, 2016 | $ 733 | $ 7,274,198 | $ (8,244,672) | $ (3,965) | $ (973,706) |
Issuance of common stock, Shares | 978,002 | ||||
Issuance of common stock, Amount | $ 97 | 770,679 | 770,776 | ||
Reclassification of beneficial conversion feature to derivative liabilities | |||||
Stock-based compensation expense, Shares | 175,000 | ||||
Stock-based compensation expense, Amount | $ 18 | 149,982 | 150,000 | ||
Value of beneficial conversion features on convertible notes payable | 51,075 | 51,075 | |||
Issuance of common stock as consideration for convertible note payable, Shares | 30,000 | ||||
Issuance of common stock as consideration for convertible note payable, Amount | $ 3 | 26,376 | 26,379 | ||
Other comprehensive income | (37,700) | (37,700) | |||
Net loss | (1,540,175) | (1,540,175) | |||
Ending Balance, Shares at Aug. 31, 2017 | 8,511,850 | ||||
Ending Balance, Amount at Aug. 31, 2017 | $ 851 | 8,272,310 | (9,784,847) | (41,665) | (1,553,351) |
Issuance of common stock, Shares | 16,800 | ||||
Issuance of common stock, Amount | $ 2 | 17,098 | 17,100 | ||
Issuance of common stock through conversion of convertible notes payable, Shares | 768,744 | ||||
Issuance of common stock through conversion of convertible notes payable, Amount | $ 78 | 331,443 | 331,521 | ||
Reclassification of beneficial conversion feature to derivative liabilities | (51,075) | (51,075) | |||
Stock-based compensation expense, Shares | 435,000 | ||||
Stock-based compensation expense, Amount | $ 43 | 96,872 | 96,915 | ||
Stock-based franchise settlement expense, Shares | 375,000 | ||||
Stock-based franchise settlement expense, Amount | $ 37 | 145,713 | 145,750 | ||
Other comprehensive income | 13,803 | 13,803 | |||
Net loss | (1,811,740) | (1,811,740) | |||
Ending Balance, Shares at Aug. 31, 2018 | 10,107,394 | ||||
Ending Balance, Amount at Aug. 31, 2018 | $ 1,011 | $ 8,812,361 | $ (11,596,587) | $ (27,862) | $ (2,811,077) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss from continuing operations | $ (1,246,373) | $ (1,141,185) |
Loss from discontinued operation | (565,367) | (398,990) |
Net Loss | (1,811,740) | (1,540,175) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Stock-based franchise settlement expense | 145,750 | |
Stock-based compensation expense | 96,915 | 150,000 |
Depreciation | 275 | |
Amortization of debt discounts | 139,232 | 38,320 |
Loss on valuation of derivative liabilities | 79,847 | |
Loss on extinguishment of convertible notes | 178,249 | |
Debt default penalty expense | 43,938 | |
Gain on repayment of convertible notes | (28,653) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 566 | (9,516) |
Accounts payable | (15,753) | 8,492 |
Accrued payroll expenses | 269,732 | 268,084 |
Accrued expenses | 20,801 | 8,517 |
Net cash used in operating activities - continuing operations | (315,749) | (677,013) |
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation: | ||
Loss on impairment of property and equipment of discontinued operation | 54,141 | |
Changes in discontinued operation assets and liabilities | 199,407 | 122,080 |
Net cash used in operating activities - discontinued operation | (311,819) | (276,910) |
Net cash used in operating activities | (627,568) | (953,923) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment - discontinued operation | (54,065) | |
Net cash used In investing activities - discontinued operation | (54,065) | |
Cash Flows From Financing Activities | ||
Proceeds from notes payable - related party | 678,358 | 313,450 |
Payments on notes payable - related party | (50,524) | (167,272) |
Advances from (payments to) officer, net | (219) | 1,447 |
Issuance of common stock | 17,100 | 770,776 |
Proceeds from convertible notes payable | 381,990 | 65,000 |
Repayments of convertible notes payable | (389,660) | |
Proceeds from long term convertible note payable | 85,000 | |
Debt issuance costs | (23,500) | (24,925) |
Net cash provided by financing activities - continuing operations | 613,545 | 1,043,476 |
Net cash provided by financing activities - discontinued operation | ||
Net cash provided by financing activities | 613,545 | 1,043,476 |
Effect of foreign currency translation - discontinued operation | 13,803 | (37,700) |
Net decrease in cash | (220) | (2,212) |
Cash - beginning of period | 2,039 | 4,251 |
Cash - end of period | 1,819 | 2,039 |
Non-Cash Financing Activities: | ||
Original issue discount in connection with convertible notes payable | 12,500 | |
Original issue discount in connection with long term convertible debenture | 10,000 | |
Issuance of common stock through conversion of convertible notes payable and accrued interest | 331,521 | |
Reclassification of beneficial conversion feature to derivative liabilities | 51,075 | |
Debt discount in connection with common stock issued with long term convertible debenture | 26,379 | |
Debt discount in connection with beneficial converstion feature on convertible notes payable | 51,075 | |
Supplementary Disclosure Of Cash Flow Information | ||
Cash paid during the period for interest | $ 53,631 | $ 12,838 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION | Poverty Dignified, Inc. was incorporated in the State of Nevada on September 27, 2013, and is headquartered in Hurst, Texas. The Company was established as a renewable energy company, incubating solar technologies to establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. My Power Solutions, Inc., a wholly-owned subsidiary of Poverty Dignified, Inc., was incorporated in the State of Nevada on March 13, 2014 as a franchise business opportunity with franchise disclosure documents for franchise sales in both the United States and South African markets. Africhise, Inc., a wholly-owned subsidiary of Poverty Dignified, Inc. is a Delaware Corporation, and was formed on August 28, 2015 to be the franchise management arm of My Power Solutions, Inc's franchise operations in Africa. My Power Solutions Bahamas, Inc., a wholly-owned subsidiary of My Power Solutions, Inc., is a Delaware Corporation, and was formed on June 14, 2018 to establish itself as a renewable energy solutions company in the Bahamas. Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements and with Form 10-K and article 8 of the Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The consolidated financial statements include the accounts of Poverty Dignified, Inc., My Power Solutions, Inc., Africhise, Inc., and My Power Solutions Bahamas, Inc. However, My Power Solutions Bahamas, Inc. has yet to establish operations and has little to no activity during the year ended August 31, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. These entities are collectively referred to herein as Poverty Dignified, or the Company. In May 2018, following an operational review, the Company decided to withdraw all operations of My Power Solutions, Inc. in South Africa. With a lack of significant revenues and higher than expected expenses due to training on-the-ground personnel and the implementation of solar installations, plus the instability of the political environment, the established operating structure and initial business plan was not sustainable. The decision to cease the operations of My Power Solutions, Inc. in rural South African communities represents a strategic shift that impacts the Company’s financial reporting and results. As such, My Power Solutions, Inc. in South Africa has been classified as a discontinued operation. Because it has been classified as a discontinued operation, the balance sheet amounts and results of operations for My Power Solutions, Inc. in South Africa have been reclassified from their historical presentation to assets and liabilities of discontinued operation on the Consolidated Balance Sheets and to discontinued operation on the Consolidated Statements of Operations and Comprehensive Loss, respectively, for all periods presented. Losses associated with impairment of assets are recorded in discontinued operation in the period of the disposal. The Consolidated Statements of Cash Flows has also been reclassified for assets, liabilities and results of the discontinued operation for all periods presented. See Note 10 for more details regarding the discontinued operation. |
GOING CONCERN AND PLAN OF OPERA
GOING CONCERN AND PLAN OF OPERATION | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 2 - GOING CONCERN AND PLAN OF OPERATION | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2018, the Company had cash of $1,819, a working capital deficit of $2,811,077 and a stockholders’ deficit of $2,811,077. The Company has incurred net losses from start-up costs and minimal operations since inception to August 31, 2018 and has ceased operations of its subsidiary, My Power Solutions, Inc. in South Africa. As a result, as of August 31, 2018, these issues raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company needs to generate revenues or must raise additional capital, reduce expenses and curtail cash outflows in order to be able to accomplish its business plan. In the interim, the Company intends to accrue for management salaries and defer certain payments. The Company’s $2,825,162 of total liabilities at August 31, 2018 includes $1,114,207 of notes payable to a related party, $1,013,863 of accrued payroll expenses due to Company management, and $6,725 due to an officer of the Company, all of which we can continue to delay payment. During the fourth quarter of fiscal year 2018, we received net proceeds of $206,830 from two convertible notes payable. Also, subsequent to year-end, we received net proceeds totaling $147,250 from two convertible notes payable. The first payments on these notes are due in March 2019. Additionally, these notes can be repaid through conversion into the Company’s common stock. Unless we achieve revenue and obtain equity or debt financing as described below, we do not believe we currently have the capabilities and available resources to continue for the next twelve months. To continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources. Management’s plan to continue as a going concern includes generating revenue through operations and securing additional debt and/or equity financing. However, we may not be successful in accomplishing any of our plans to raise additional investment capital or generate revenue through operations. Our ability to continue as a going concern is dependent upon management’s ability to successfully implement the plans described above. Management cannot provide any assurance that unforeseen circumstances that may occur at any time within the next twelve months, or thereafter, will not increase the need for us to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds in subsequent debt or equity financings, in which case the Company may be unable to meet its obligations and be forced to discontinue its efforts to develop its business. Plan of Operation As a renewable energy company, Poverty Dignified remains committed to incubating solar technologies that establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. In May 2018, following an operational review, the Company decided to withdraw all operations of My Power Solutions, Inc. in South Africa. In June 2018, the Company established My Power Solutions Bahamas, Inc. to begin offering renewable energy solutions throughout the Bahamas, but to date has no operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash The Company maintains funds in financial institutions that are members of the Federal Deposit Insurance Corporation (“FDIC”). As such, funds are insured based on Federal Reserve limits. The Company has not experienced any losses in the past, and management believes it is not exposed to any significant credit risk on the current account balances. At times, cash balances may exceed insured limits. The Company has determined that the functional currency of its foreign subsidiaries is the local currency. At August 31, 2018 and 2017, the Company had cash in foreign bank accounts of $0 and $5,107, respectively. These foreign cash balances are included in current assets of discontinued operation. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of payments primarily related to a professional fee retainer, payroll advance and short-term deposits. Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. As of August 31, 2018, property and equipment consists of computer equipment with a total cost of $1,607 and accumulated depreciation of $1,607. At August 31, 2017, property and equipment consists of computer equipment and solar equipment for containers with a total cost of $55,673 and accumulated depreciation $2,168. The net book value of the solar equipment for containers of $53,505 at August 31, 2017 was classified as an asset of the discontinued operation. Depreciation expense for the year ended August 31, 2018 was minimal and is included in loss from discontinued operation. Depreciation expense for the year ended August 31, 2017 was $275. The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As a result of the discontinued operation in South Africa, during the year ended August 31, 2018, the solar equipment for containers was written down to its net realizable value of $0 and the Company recognized a loss on impairment of $54,141. Accrued Expenses Accrued expenses are recorded when incurred and primarily consist of accrued interest on notes payable and amounts due for supplies and travel. Accrued payroll consists of salary amounts earned but deferred by the Company's management team. Derivative Liabilities The Company has certain financial instruments that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be accounted for separately. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to income or expense as part of gain or loss on extinguishment. Revenue Recognition The Company recognizes revenue once pervasive evidence that an agreement exists; the product and/or service have been rendered; the fee is fixed and determinable; and collection of the amount due is reasonably assured. Revenue from Continuing Operations There are no revenues from continuing operations for the years ended August 31, 2018 and 2017. Revenue from Discontinued Operation Revenue from discontinued operation was earned the based on the following: Initial Franchise Fees – Continuing Royalty Payments – Product Revenue There are no revenues from the discontinued operation for the year ended August 31, 2018. For the year ended August 31, 2017, revenues of $26,793 are included in loss from discontinued operation. Advertising Advertising expenditures are charged to expense as incurred and are included in general and administrative expense. Total advertising expense for the years ended August 31, 2018 and 2017 was $1,702 and $155,189, respectively. Research and Development Research and development expenditures are charged to expense as incurred. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, prepaid expenses and other current assets, current assets of discontinued operation, accounts payable, accrued payroll expenses, accrued expenses, current liabilities of discontinued operation, derivative liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at August 31, 2018 and August 31, 2017, measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total August 31, 2018 Liabilities Derivative liabilities $ - $ - $ 56,220 $ 56,220 August 31, 2017 Liabilities Derivative liabilities $ - $ - $ - $ - Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the consolidated statements of income. No interest or penalties were recognized for the years ended August 31, 2018 or 2017. Tax years 2015 and forward remain open to examination under United States statute of limitations. Management is not aware of any material uncertain tax positions and no liability has been recognized at August 31, 2018 or 2017. Earnings Per Share Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Foreign Currency Translation For financial reporting purposes, the functional currency of the discontinued foreign operation of My Power Solutions, Inc. is the local currency. The assets and liabilities of the discontinued foreign operation for which the local currency is the functional currency are translated into the U.S. dollar at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates during the period. The accumulated foreign currency translation adjustment is presented as a component of accumulated other comprehensive loss in the consolidated statement of changes in stockholders’ equity (deficit). Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation, including those of the discontinued operation. These reclassifications had no impact on previously reported stockholders’ deficit or net loss. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB) and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of operations. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) | In September 2013, the Company authorized the issue of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock at a par value of $.0001. There is a total of 10,107,394 and 8,511,850 shares of common stock issued and outstanding at August 31, 2018 and 2017, respectively. Preferred stockholders could receive preferential treatment relative to declared dividends, should there be any, and to distributions upon a liquidation event. As of August 31, 2018, no preferred stock has been issued. Since incorporation, the Company has raised capital through private sales of its common stock. In its private placement memorandum dated January 2014 and closed November 2014, the Company raised $1,182,180 for its operations, research and development, and marketing of its franchise opportunities. Since our original Private Placement Offering was not sufficient to capitalize the Company, Poverty Dignified, Inc. conducted a Private Investment in Public Equity transaction, in which the Company offered 1,000,000 unregistered shares to accredited investors at a discounted price of $0.75 per share to raise an additional $750,000 of growth capital. Under this offering, the Company sold 999,970 shares of common stock for proceeds of $749,977, including 784,302 shares of common stock for proceeds of $588,226 during the year ended August 31, 2017. Poverty Dignified, Inc. is currently conducting a private placement offering pursuant to a private placement memorandum, in which the Company is offering 2,000,000 shares at a price of $1.50 per share to raise an additional $3,000,000 in growth capital. Pursuant to this private placement memorandum, the Company has the option to sell shares at a price lower than the $1.50 per share. Through August 31, 2017, under this private placement memorandum, the Company issued 144,000 shares of common stock at a discounted price of $0.75 per share for proceeds of $108,000 and issued 49,700 shares of common stock at the offering price of $1.50 per share for proceeds of $74,550. During the year ended August 31, 2018, the Company issued 10,800 shares at a discounted price of $0.75 per share and 6,000 shares at a price of $1.50 for total proceeds of $17,100. As of August 31, 2018, of our 10,107,394 outstanding shares of common stock, 6,916,000 shares were issued to various stockholders in exchange for services and/or under restricted stock agreements. Relative to those shares, since inception, the Company has recognized total expense of $6,323,072. During the year ended August 31, 2018, the Company issued 375,000 shares for franchise settlement expense of $145,750 and 435,000 shares for stock compensation expense of $96,915. During the year ended August 31, 2017, the Company issued 175,000 shares for stock compensation expense of $150,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 5 - COMMITMENTS AND CONTINGENCIES | The Company maintains a month to month lease on its corporate headquarters location. The Company had a lease for the office of its discontinued operation in South Africa that expired in the Company’s fiscal fourth quarter 2018. Based on a recent performance review by Poverty Dignified Inc.’s Board of Directors, the decision was made to withdraw all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa. As a result, My Power Solutions South African employees and consultants have filed a dispute with The Commission for Conciliation, Mediation and Arbitration (“ CCMA |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 6 - CONVERTIBLE NOTES PAYABLE | On April 13, 2017, the Company entered into a Securities Purchase Agreement whereby Peak One Opportunity Fund, L.P. (the "buyer") wishes to purchase from the Company securities consisting of the Company’s convertible debentures due three years from issuance for an aggregate principal amount of up to $400,000 (which includes an aggregate purchase price of $370,000 and an original issue discount ("OID") of $30,000) (the “Debentures“). The Debentures are to be issued in three tranches. On April 21, 2017, the Company issued the first (the "Signing Debenture") of the three Debentures amounting to $100,000 of principal and a $10,000 OID. The Signing Debenture matures on April 21, 2020. At closing, the Company paid a commitment fee to the buyer of $2,500 and paid the buyer’s legal costs of $2,500, resulting in net proceeds of $85,000. The debenture was convertible at a conversion price of $1.50 up to 180 days. After 180 days, the conversion price is the lesser of (a) $1.50 or (b) sixty five percent (65%) of the lowest closing bid price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion of the Debentures. As additional consideration, the Company issued 30,000 shares of common stock to Peak One Investments, LLC (the General Partner of the buyer) upon execution of this agreement. In relation to this transaction, the Company also incurred deferred finance costs totaling $2,500 for legal fees and commitment fees and $8,500 for a due diligence fee. Accordingly, the Company recorded debt discount of $41,379 related to the restricted shares issued, based on the relative fair value allocation of the net proceeds between the face value of debentures and the fair value of the restricted shares and deferred finance costs of $11,000. During the year ended August 31, 2018, the holder’s option to convert became active and the Company recorded a derivative liability of $116,364, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded as a loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the year ended August 31, 2018, the holder effected five conversions for a total of 393,744 shares to extinguish a portion of the long-term convertible debenture. As a result, the Company recorded a loss on extinguishment of debt of $81,795. On June 27, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 140% of the outstanding balance. As a result, the Company recorded a loss on debt prepayment of $5,891. On April 24, 2017, the Company entered into a Securities Purchase Agreement whereby Auctus Fund, LLC (the "buyer") wishes to purchase from the Company a 10% convertible note for a principal amount of $65,000. On April 24, 2017, the Company issued a convertible promissory note (the “note”) to the buyer for $65,000 in proceeds. The note is convertible at a conversion price of the lesser of (i) 50% of lowest trading price during the 25 days prior to the date of the note or (ii) 50% of the lowest trading price during the 25 days prior to the conversion date. At the closing, the Company paid legal and compliance fees of $2,750, a management fee to an affiliate of the buyer of $5,500 and a due diligence fee of $5,675 to the group that introduced the Company to the buyer. Accordingly, the Company recorded a debt discount of $65,000, with $51,075 attributable to the allocation to the beneficial conversion feature and $13,925 related to deferred finance costs. During the year ended August 31, 2018, the holder’s option to convert became active and the Company recorded a derivative liability of $68,506, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to reclassify the beneficial conversion feature. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the year ended August 31, 2018, the holder effected six conversions for a total of 375,000 shares to extinguish a portion of the convertible note payable. As a result, the Company recorded a loss on extinguishment of debt of $96,454. The convertible note payable to Auctus Fund, LLC matured on January 5, 2018 but was not repaid at that date. Under the terms of the note agreement, the failure to pay the outstanding balance on the note by the maturity date constitutes an event of default. Due to the event of default, the outstanding principal amount increased by $15,000, the interest rate increased to 24% and the unpaid principal and accrued interest increased to 150% of the previous outstanding amount. As such, the Company has recorded a debt default penalty expense of $43,938 for the year ended August 31, 2018. On June 26, 2018, the Company repaid the convertible note payable, including a prepayment penalty. However, the prepayment included a waiver of certain deft default penalties and, as such, the Company recorded a gain on debt prepayment of $37,164. On November 15, 2017, the Company issued a convertible note to Power Up Lending Group, LTD. for $48,000. The note bears interest at 12%, matures on August 20, 2018, and is convertible into common stock at 58% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company also recorded a $3,000 debt discount due to issuance fees. The holder’s conversion option under the note does not become active until 180 days after the issuance date. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 140% of the outstanding balance. As a result, the Company recorded a loss on debt prepayment of $21,077. On November 15, 2017, the Company entered into a Securities Purchase Agreement whereby Morningview Financial, LLC (the "buyer") wishes to purchase from the Company a 10% convertible note for a principal amount of $55,000. On November 15, 2017, the Company issued a convertible promissory note (the “note”) to the buyer for $50,000 in proceeds, after a $5,000 original issue discount. The note matures on November 15, 2018. The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $7,000. Accordingly, the Company recorded a debt discount of $12,000. At issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $63,442, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 140% of the outstanding balance. As a result of the prepayment percentage and the corresponding mitigating removal of the derivative liability, the Company recorded a gain on debt prepayment of $7,028. On December 18, 2017, the Company entered into a Securities Purchase Agreement whereby EMA Financial, LLC (the "buyer") wishes to purchase from the Company an 8% convertible note for a principal amount of $56,000. On December 18, 2017, the Company issued a convertible promissory note (the “note”) to the buyer for $53,000 in proceeds, after a $3,000 original issue discount. The note matures on December 18, 2018. The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $8,000. Accordingly, the Company recorded a debt discount of $11,000. At issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $64,948, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 150% of the outstanding balance. As a result of the prepayment percentage and the corresponding mitigating removal of the derivative liability, the Company recorded a loss on debt prepayment of $3,179. On December 21, 2017, the Company entered into a Securities Purchase Agreement whereby Crown Bridge Partners, LLC (the "buyer") wishes to purchase from the Company securities consisting of the Company’s 8% convertible notes payable for an aggregate principal amount of up to $120,000 (which includes an aggregate purchase price of $106,500 and an original issue discount ("OID") of $13,500). The convertible notes payable are to be issued in three tranches. On December 21, 2017, the Company issued the first of the three convertible notes payable amounting to $40,000 of principal and a $4,500 OID. At closing, the Company paid the buyer’s legal costs of $1,500, resulting in net proceeds of $34,000. The note is convertible at a conversion price of 55% of the lowest trading price during the 25 days prior to the conversion date. If the determined conversion price is less than $.050, then the conversion price is 40% of the lowest trading price during the 25 days prior to the conversion date. This convertible note payable matures on December 21, 2018. As additional consideration, the Company issued a Common Stock Purchase Warrant (the “warrant”) for 32,000 shares at an exercise price of $1.25 over an exercise period of 5 years. Due to the provisions of the warrant, the warrant was classified as a derivative warrant liability, the fair value of which was determined using the Black-Scholes valuation model. The value of $7,332 at issuance was attributed to debt discount. Additionally, at issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $64,698, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liabilities are revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 150% of the outstanding balance. As a result of the prepayment percentage and the corresponding mitigating removal of the derivative liability associated with the beneficial conversion feature, the Company recorded a gain on debt prepayment of $14,608. The warrant remains outstanding and the derivative liability associated with it was valued at $7,086 at August 31, 2018. On June 21, 2018, the Company issued a convertible note to Power Up Lending Group, LTD. for $128,000. The note bears interest at 12%, matures on March 30, 2019, and is convertible into common stock at 58% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company also recorded a $3,000 debt discount due to issuance fees. The holder’s conversion option under the note does not become active until 180 days after the issuance date. On July 13, 2018, the Company entered into a Securities Purchase Agreement whereby EMA Financial, LLC (the "buyer") wishes to purchase from the Company a 10% convertible note for a principal amount of $83,500. On July 13, 2018, the Company issued a convertible promissory note (the “note”) to the buyer for $81,830 in proceeds, after a $1,670 original issue discount. The note matures on April 12, 2019. The note is convertible at a conversion price of 50% of the lowest trading price during the 10 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $7,340. Accordingly, the Company recorded a debt discount of $9,010. At issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $48,702, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. The derivative liability was attributed to debt discount. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. The following table summarizes the balances of convertible notes payable: August 31, 2018 2017 Auctus Fund, LLC, net of $32,500 discount $ - $ 32,500 Power Up Lending Group, LTD, net of $2,333 discount 125,667 - EMA Financial, LLC, net of $50,498 discount 33,002 - Convertible notes payable, net of discount $ 158,669 $ 32,500 Peak One Opportunity Fund I, L.P. $ - $ 53,441 Long term convertible debenture, net of discount $ - $ 53,441 Amortization of the debt discounts recorded as interest expense during the years ended August 31, 2018 and 2017 totaled $139,232 and $38,320, respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 7 - DERIVATIVE LIABILITIES | The Company analyzed the warrant and beneficial conversion features (“BCF”) for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of August 31, 2018. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used at August 31, 2018 and 2017: August 31, 2018 2017 Expected term 0.614-4.31 years - Expected average volatility 85.45%-130.21 % - Expected dividend yield 0.00 % - Risk-free interest rate 2.46%-2.74 % - The following table summarizes the balances of derivative liabilities: August 31, 2018 2017 EMA Financial, LLC $ 49,134 $ - Crown Bridge Partners, LLC - Warrant 7,086 - Total derivative liabilities $ 56,220 $ - The original derivative liabilities associated with Peak One Opportunity Fund I, L.P., Auctus Fund, LLC, Morningview Financial, LLC, EMA Financial, LLC, and Crown Bridge Partners, LLC-Beneficial Conversion Feature were removed when the corresponding convertible notes payable were repaid. The following table summarizes the change in derivative liabilities included in the balance sheet for the year ended August 31, 2018: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2017 $ - Addition of new derivative liabilities as debt discounts, upon issuance of warrants and convertible notes 170,702 Addition of new derivative liabilities as debt discounts, upon holder's option becoming active 73,782 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes 138,433 Reclassification of beneficial conversion feature to derivative liabilities 51,075 Reduction in derivative liabilities due to conversions of convertible notes to common stock (110,962 ) Reduction in derivative liabilities due to payoff of convertible notes payable (208,224 ) Gain on change in fair value of derivative liabilities (58,586 ) Balance - August 31, 2018 $ 56,220 The following table summarizes the loss on derivative liabilities included in the income statement for the years ended August 31, 2018 and 2017, respectively. Year Ended August 31, 2018 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ 138,433 $ - Gain on change in fair value of derivative liabilities (58,586 ) - Loss on change in fair value of derivative liabilities $ 79,847 $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 8 - INCOME TAXES | Due to continued operating losses, there is a full valuation against gross deferred tax assets for the period from inception through August 31, 2018. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. The Company’s total deferred tax asset, calculated using effective tax rates is as follows: August 31, 2018 2017 Net operating loss carryforwards $ 630,534 $ 933,112 Foreign net operating losses 274,803 - Organization costs 51,916 94,116 Accrued payroll 212,932 269,324 Gross deferred tax asset 1,170,185 1,296,552 Valuation allowance (1,170,185 ) (1,296,552 ) Net deferred tax asset $ - $ - The Company has not recognized a deferred tax asset for its stock compensation expense due to its non-deductibility. The Company has no plans to pursue any tax benefits relative to its recognized stock compensation expense. The reconciliation of income taxes computed at a rate of 21% and 35% for federal income taxes for the years ended August 31, 2018 and 2017, respectively, and at 28% for foreign income taxes is as follows: Year Ended August 31, 2018 2017 Income tax computed at the federal statutory rate $ (260,250 ) $ (399,415 ) Foreign income tax (152,351 ) (111,717 ) Non-deductible stock compensation expense 50,960 52,500 Impact of rate change from 35% to 21% 488,008 - Other - (27,930 ) Total 126,367 (486,562 ) Change in valuation allowance (126,367 ) 486,562 Provision for income taxes $ - $ - As of August 31, 2018, the Company had net operating loss carryforwards in the amount of $3,983,980, of which $3,002,541 was incurred in the U.S. and $981,439 was the result of cumulative operating losses of the Company’s subsidiaries in South Africa, which have now been discontinued. Because of the Company’s lack of earnings history and uncertainty regarding the usability of the losses from its discontinued operation in South Africa, the net operating loss carryforwards and other deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $126,367 and increased by $486,562 during the years ended August 31, 2018 and 2017, respectively. Our federal net operating losses will begin to expire in 2034 and our state tax loss carryforwards will begin to expire in 2029. Federal net operating losses incurred in 2018 carryforward indefinitely. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 9 - RELATED PARTY TRANSACTIONS | Due to Officer On March 13, 2016, John K. Lowther, Chief Executive Officer and Director, advanced the Company $12,916. The balance outstanding at August 31, 2018 and 2017 is $6,725 and $6,944, respectively. This advance does not bear interest. Notes Payable – Related Party During the year ended August 31, 2016, Power It Perfect, Inc. loaned the Company $208,160 for working capital purposes in exchange for promissory notes. During the year ended August 31, 2017, Power It Perfect, Inc. loaned the Company an additional $313,450 for working capital purposes in exchange for promissory notes. During the year ended August 31, 2018, Power It Perfect, Inc. loaned the Company an additional $678,358 for working capital and other purposes in exchange for promissory notes. All the notes bear interest at five percent per annum, are non-collateralized and due on demand, as soon as the Company has operating cash flow available for repayment. The balance of the notes payable was $1,114,207 and $486,373 at August 31, 2018 and 2017, respectively. Accrued interest on the notes, which is included in accrued expenses, totaled $2,300 and $4,626 at August 31, 2018 and 2017, respectively. There are no conversion provisions associated with the notes. |
DISCONTINUED OPERATION
DISCONTINUED OPERATION | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 10 - DISCONTINUED OPERATION | In May 2018, the Company decided to withdraw all operations of My Power Solutions, Inc. in South Africa. The decision to cease the operations of My Power Solutions, Inc. in rural South African communities represents a strategic shift that impacts the Company’s financial reporting and results. As such, My Power Solutions, Inc. has been classified as a discontinued operation. The major classes of line items constituting the loss from discontinued operation are presented in the table below. Year Ended August 31, 2018 2017 Revenue $ - $ 26,793 Franchise and operating expenses (511,226 ) (425,783 ) Loss on impairment of property and equipment (54,141 ) - Loss from discontinued operation $ (565,367 ) $ (398,990 ) The major components of the assets and liabilities of the discontinued operation are presented in the table below. August 31, 2018 2017 Assets: Prepaid expenses and other assets $ 2,174 $ 8,796 Current assets of discontinued operation 2,174 8,796 Property and equipment - 53,505 Total assets of discontinued operation $ 2,174 $ 62,301 Liabilities: Accounts payable $ 16,812 $ 3,161 Accrued payroll and expenses 41,560 12,426 Other liabilities 356,999 206,999 Current liabilities of discontinued operation $ 415,371 $ 222,586 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 11 - SUBSEQUENT EVENTS | Management has evaluated subsequent events through December 13, 2018, which is the date when these consolidated financial statements were issued, and is aware of none requiring disclosure, except as noted below. On September 27, 2018, the Company entered into a new $53,000 12% convertible note payable agreement with Power Up Lending Group Ltd. The note matures on July 15, 2019. After 180 days from the date of the note agreement, the note is convertible at a conversion price of 58% of the average of the lowest three trading price during the 10 days prior to the conversion date. After the payment of debt issuance costs totaling $3,000, net proceeds to the Company were $50,000. On November 6, 2018, the Company issued a convertible promissory note to Auctus Fund, LLC in the amount of $111,000, resulting in $97,250 of net proceeds to the Company after the payment of debt issuance costs totaling $12,750. The note matures on August 6, 2019 and bears interest at 12%. The note is convertible into common shares at the lesser of market price at the date of the conversion or 55% of the lowest trading price during the 25-day period ending one trading day prior to the date of the conversion notice. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash | The Company maintains funds in financial institutions that are members of the Federal Deposit Insurance Corporation (“FDIC”). As such, funds are insured based on Federal Reserve limits. The Company has not experienced any losses in the past, and management believes it is not exposed to any significant credit risk on the current account balances. At times, cash balances may exceed insured limits. The Company has determined that the functional currency of its foreign subsidiaries is the local currency. At August 31, 2018 and 2017, the Company had cash in foreign bank accounts of $-0- and $5,107, respectively. These foreign cash balances are included in current assets of discontinued operation. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of payments primarily related to a professional fee retainer, payroll advance and short-term deposits. |
Property and Equipment, Net | Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. As of August 31, 2018, property and equipment consists of computer equipment with a total cost of $1,607 and accumulated depreciation of $1,607. At August 31, 2017, property and equipment consists of computer equipment and solar equipment for containers with a total cost of $55,673 and accumulated depreciation $2,168. The net book value of the solar equipment for containers of $53,505 at August 31, 2017 was classified as an asset of the discontinued operation. Depreciation expense for the year ended August 31, 2018 was minimal and is included in loss from discontinued operation. Depreciation expense for the year ended August 31, 2017 was $275. The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As a result of the discontinued operation in South Africa, during the year ended August 31, 2018, the solar equipment for containers was written down to its net realizable value of $0 and the Company recognized a loss on impairment of $54,141. |
Accrued Expenses | Accrued expenses are recorded when incurred and primarily consist of accrued interest on notes payable and amounts due for supplies and travel. Accrued payroll consists of salary amounts earned but deferred by the Company's management team. |
Derivative Liabilities | The Company has certain financial instruments that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be accounted for separately. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to income or expense as part of gain or loss on extinguishment. |
Revenue Recognition | The Company recognizes revenue once pervasive evidence that an agreement exists; the product and/or service have been rendered; the fee is fixed and determinable; and collection of the amount due is reasonably assured. Revenue from Continuing Operations There are no revenues from continuing operations for the years ended August 31, 2018 and 2017. Revenue from Discontinued Operation Revenue from discontinued operation was earned the based on the following: Initial Franchise Fees – Continuing Royalty Payments – Product Revenue There are no revenues from the discontinued operation for the year ended August 31, 2018. For the year ended August 31, 2017, revenues of $26,793 are included in loss from discontinued operation. |
Advertising | Advertising expenditures are charged to expense as incurred and are included in general and administrative expense. Total advertising expense for the years ended August 31, 2018 and 2017 was $1,702 and $155,189, respectively. |
Research and Development | Research and development expenditures are charged to expense as incurred. |
Fair Value of Financial Instruments | The Company’s financial instruments consist primarily of cash, prepaid expenses and other current assets, current assets of discontinued operation, accounts payable, accrued payroll expenses, accrued expenses, current liabilities of discontinued operation, derivative liabilities, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at August 31, 2018 and August 31, 2017, measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total August 31, 2018 Liabilities Derivative liabilities $ - $ - $ 56,220 $ 56,220 August 31, 2017 Liabilities Derivative liabilities $ - $ - $ - $ - |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the consolidated statements of income. No interest or penalties were recognized for the years ended August 31, 2018 or 2017. Tax years 2015 and forward remain open to examination under United States statute of limitations. Management is not aware of any material uncertain tax positions and no liability has been recognized at August 31, 2018 or 2017. |
Earnings Per Share | Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. |
Foreign Currency Translation | For financial reporting purposes, the functional currency of the discontinued foreign operation of My Power Solutions, Inc. is the local currency. The assets and liabilities of the discontinued foreign operation for which the local currency is the functional currency are translated into the U.S. dollar at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates during the period. The accumulated foreign currency translation adjustment is presented as a component of accumulated other comprehensive loss in the consolidated statement of changes in stockholders’ equity (deficit). |
Reclassifications | Certain amounts in the prior period have been reclassified to conform to the current period presentation, including those of the discontinued operation. These reclassifications had no impact on previously reported stockholders’ deficit or net loss. |
Recent Accounting Pronouncements | The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB) and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies Tables Abstract | |
Fair value measurements by level | Level 1 Level 2 Level 3 Total August 31, 2018 Liabilities Derivative liabilities $ - $ - $ 56,220 $ 56,220 August 31, 2017 Liabilities Derivative liabilities $ - $ - $ - $ - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | August 31, 2018 2017 Auctus Fund, LLC, net of $32,500 discount $ - $ 32,500 Power Up Lending Group, LTD, net of $2,333 discount 125,667 - EMA Financial, LLC, net of $50,498 discount 33,002 - Convertible notes payable, net of discount $ 158,669 $ 32,500 Peak One Opportunity Fund I, L.P. $ - $ 53,441 Long term convertible debenture, net of discount $ - $ 53,441 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Derivative Liabilities Tables Abstract | |
Weighted-average assumptions | August 31, 2018 2017 Expected term 0.614-4.31 years - Expected average volatility 85.45%-130.21 % - Expected dividend yield 0.00 % - Risk-free interest rate 2.46%-2.74 % - |
Summarizes the balances of derivative liabilities | August 31, 2018 2017 EMA Financial, LLC $ 49,134 $ - Crown Bridge Partners, LLC - Warrant 7,086 - Total derivative liabilities $ 56,220 $ - |
Summarizes the derivative liabilities included | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2017 $ - Addition of new derivative liabilities as debt discounts, upon issuance of warrants and convertible notes 170,702 Addition of new derivative liabilities as debt discounts, upon holder's option becoming active 73,782 Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes 138,433 Reclassification of beneficial conversion feature to derivative liabilities 51,075 Reduction in derivative liabilities due to conversions of convertible notes to common stock (110,962 ) Reduction in derivative liabilities due to payoff of convertible notes payable (208,224 ) Gain on change in fair value of derivative liabilities (58,586 ) Balance - August 31, 2018 $ 56,220 |
Summarizes the loss on derivative liability included in the income statement | Year Ended August 31, 2018 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ 138,433 $ - Gain on change in fair value of derivative liabilities (58,586 ) - Loss on change in fair value of derivative liabilities $ 79,847 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes Tables Abstract | |
Schedule of Deferred Tax Assets and Liabilities | August 31, 2018 2017 Net operating loss carryforwards $ 630,534 $ 933,112 Foreign net operating losses 274,803 - Organization costs 51,916 94,116 Accrued payroll 212,932 269,324 Gross deferred tax asset 1,170,185 1,296,552 Valuation allowance (1,170,185 ) (1,296,552 ) Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended August 31, 2018 2017 Income tax computed at the federal statutory rate $ (260,250 ) $ (399,415 ) Foreign income tax (152,351 ) (111,717 ) Non-deductible stock compensation expense 50,960 52,500 Impact of rate change from 35% to 21% 488,008 - Other - (27,930 ) Total 126,367 (486,562 ) Change in valuation allowance (126,367 ) 486,562 Provision for income taxes $ - $ - |
DISCONTINUED OPERATION (Tables)
DISCONTINUED OPERATION (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Discontinued Operation | |
Schedule of income loss form discontinued operation | Year Ended August 31, 2018 2017 Revenue $ - $ 26,793 Franchise and operating expenses (511,226 ) (425,783 ) Loss on impairment of property and equipment (54,141 ) - Loss from discontinued operation $ (565,367 ) $ (398,990 ) |
Schedule assets and liabilities of the discontinued operation | August 31, 2018 2017 Assets: Prepaid expenses and other assets $ 2,174 $ 8,796 Current assets of discontinued operation 2,174 8,796 Property and equipment - 53,505 Total assets of discontinued operation $ 2,174 $ 62,301 Liabilities: Accounts payable $ 16,812 $ 3,161 Accrued payroll and expenses 41,560 12,426 Other liabilities 356,999 206,999 Current liabilities of discontinued operation $ 415,371 $ 222,586 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION, AND PLAN OF OPERATION (Details Narrative) | 12 Months Ended |
Aug. 31, 2018 | |
Organization Basis Of Presentation And Plan Of Operation | |
State of incorporation | Nevada |
Date of incorporation | Sep. 27, 2013 |
GOING CONCERN AND PLAN OF OPE_2
GOING CONCERN AND PLAN OF OPERATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Organization Basis Of Presentation And Plan Of Operation | ||||
Cash | $ 1,819 | $ 1,819 | $ 2,039 | |
Working capital deficit | (2,811,077) | (2,811,077) | ||
Stockholders' equity (deficit) | (2,811,077) | (2,811,077) | (1,553,351) | $ (973,706) |
Total liabilities | 2,825,162 | 2,825,162 | 1,628,349 | |
Accrued payroll expenses | 1,013,863 | 1,013,863 | 744,131 | |
Due to officer | 6,725 | 6,725 | 6,944 | |
Notes payable - related party | 1,114,207 | 1,114,207 | $ 486,373 | |
Convertible note payable, net proceeds | $ 206,830 | $ 147,250 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Derivative Liabilities | $ 56,220 | |
Level 1 [Member] | ||
Derivative Liabilities | ||
Level 2 [Member] | ||
Derivative Liabilities | ||
Level 3 [Member] | ||
Derivative Liabilities | $ 56,220 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash in foreign bank accounts | $ 0 | $ 5,107 |
Property and equipment, net | 53,505 | |
Depreciation expense | 275 | |
Loss on impairment of property and equipment of discontinued operation | 54,141 | |
Revenues from the continued operation | ||
Non-refundable fee | 15,000 | |
Payments to acquire property, plant, and equipment | $ 90,000 | |
Gross revenues royalty percentage | 14.00% | |
Advertising expense | $ 1,702 | 155,189 |
Revenues from the discontinued operation | 26,793 | |
Minimum [Member] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | ||
Estimated useful lives | 5 years | |
Computer Equipment and Solar Equipment [Member] | ||
Property and equipment, gross | $ 1,607 | 55,673 |
Accumulated depreciation | $ 1,607 | 2,168 |
Property and equipment, net | $ 53,505 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 30, 2014 | Aug. 31, 2018 | Aug. 31, 2017 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 10,000,000 | 10,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 10,107,394 | 8,511,850 | |
Common stock, outstanding | 10,107,394 | 8,511,850 | |
Shares issued for share based compensation | 435,000 | 175,000 | |
Stock-based compensation | $ 96,915 | $ 150,000 | |
Offering price | $ 1.50 | ||
Proceeds of common stock | $ 17,100 | $ 770,776 | |
Shares issued for franchise settlement expense | 375,000 | ||
Franchise settlement expense | $ 145,750 | ||
Private Placement 2 [Member] | |||
Offering price | $ 1.50 | ||
Proceeds of common stock | $ 74,550 | ||
Shares issued | 49,700 | ||
Private Placement [Member] | |||
Unregistered shares offering | 2,000,000 | ||
Offering price | $ 1.50 | ||
Growth capital | $ 3,000,000 | ||
Number of common stock sold | 999,970 | 784,302 | |
Proceeds of common stock | $ 749,977 | $ 588,226 | |
Offering price description | In this Private Placement Memorandum, the Company has the option to sell shares at a price lower than the $1.50 per share | ||
Proceeds from equity financing | $ 1,182,180 | ||
Private Placement [Member] | Accredited Investors [Member] | |||
Unregistered shares offering | 1,000,000 | ||
Offering price | $ 0.75 | ||
Growth capital | $ 750,000 | ||
Private Placement 1 [Member] | |||
Offering price | $ 0.75 | ||
Proceeds of common stock | $ 108,000 | ||
Shares issued | 144,000 | ||
Private Placement 3 [Member] | |||
Shares issued | 6,000 | ||
Discount price [Member] | |||
Offering price | $ 0.75 | ||
Shares issued | 10,800 | ||
Restricted Stock Agreements [Member] | |||
Common stock, issued | 6,916,000 | ||
Total recognized expense | $ 6,323,072 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Convertible notes payable, net of discounts | $ 158,669 | $ 32,500 |
Long term convertible debenture, net of discounts | 53,441 | |
Auctus Fund, LLC, in default [Member] | ||
Convertible notes payable, net of discounts | 32,500 | |
Power Up Lending Group, LTD [Member] | ||
Convertible notes payable, net of discounts | 125,667 | |
EMA Financial LLC [Member] | ||
Convertible notes payable, net of discounts | 33,002 | |
Peak One Opportunity Fund, L.P[Member | ||
Long term convertible debenture, net of discounts | $ 53,441 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 13, 2018 | May 11, 2018 | Apr. 13, 2017 | Jun. 27, 2018 | Jun. 26, 2018 | Jun. 21, 2018 | Dec. 21, 2017 | Dec. 18, 2017 | Nov. 15, 2017 | Apr. 24, 2017 | Apr. 21, 2017 | Feb. 28, 2018 | Aug. 31, 2018 | Aug. 31, 2017 |
Convertible note payable, net of discount | $ 158,669 | $ 32,500 | ||||||||||||
Common stock shares issued | 10,107,394 | 8,511,850 | ||||||||||||
Amortization of debt discounts | $ 139,232 | $ 38,320 | ||||||||||||
Proceeds from issuance of convertible debt | 381,990 | 65,000 | ||||||||||||
Beneficial conversion feature | 51,075 | |||||||||||||
Loss on extinguishment of debt | (178,249) | |||||||||||||
Convertible notes payable, net of discount | 52,831 | $ 32,500 | ||||||||||||
Peak One Opportunity Fund, L.P[Member | ||||||||||||||
Commitment fee | $ 2,500 | |||||||||||||
Deferred finance costs | 2,500 | |||||||||||||
Legal and compliance fee | 2,500 | |||||||||||||
Due diligence fee | $ 8,500 | |||||||||||||
Peak One Investments, LLC [Member] | ||||||||||||||
Common stock shares issued | 30,000 | |||||||||||||
Deferred finance costs | $ 11,000 | |||||||||||||
Tranche One [Member] | ||||||||||||||
Original issue discount on debentures | $ 4,500 | 10,000 | ||||||||||||
Debt Issue | 40,000 | 100,000 | ||||||||||||
Proceeds from long term convertible debenture | 34,000 | $ 85,000 | ||||||||||||
Convertible conversion price | $ 1.50 | |||||||||||||
Maturity date | Apr. 21, 2020 | |||||||||||||
Legal and compliance fee | 1,500 | |||||||||||||
Auctus Fund, LLC, in default [Member] | ||||||||||||||
Convertible notes payable, net of discount | 32,500 | |||||||||||||
Power Up Lending Group, LTD [Member] | ||||||||||||||
Convertible notes payable, net of discount | 2,333 | |||||||||||||
Power Up Lending Group, LTD [Member] | Convertible promissory note [Member] | ||||||||||||||
Debt Discount | $ 3,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Proceeds from issuance of convertible debt | $ 48,000 | |||||||||||||
Maturity date | Aug. 20, 2018 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">convertible into common stock at 58% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion.</font></p>" id="sjs-J33"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">convertible into common stock at 58% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion.</font></p> | |||||||||||||
EMA Financial, LLC - BCF [Member] | ||||||||||||||
Convertible notes payable, net of discount | $ 50,498 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 400,000 | |||||||||||||
Purchase price | 370,000 | |||||||||||||
Original issue discount on debentures | $ 30,000 | |||||||||||||
Debt Discount | $ 41,379 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">The debenture was convertible at a conversion price of $1.50 up to 180 days. After 180 days, the conversion price is the lesser of (a) $1.50 or (b) sixty five percent (65%) of the lowest closing bid price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion of the Debentures.</font></p>" id="sjs-L41"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The debenture was convertible at a conversion price of $1.50 up to 180 days. After 180 days, the conversion price is the lesser of (a) $1.50 or (b) sixty five percent (65%) of the lowest closing bid price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion of the Debentures.</font></p> | |||||||||||||
Long-term convertible debenture, shares | 393,744 | |||||||||||||
Loss on extinguishment of debt | $ 81,795 | |||||||||||||
Gain Loss on debt prepayment | $ (5,891) | |||||||||||||
Prepayment percentage | 140.00% | |||||||||||||
Securities Purchase Agreement [Member] | Option [Member] | ||||||||||||||
Derivative liability determined using the Black-Scholes valuation model | 116,364 | |||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC, in default [Member] | Convertible promissory note [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 65,000 | |||||||||||||
Debt default penalty expense | 43,938 | |||||||||||||
Debt Discount | 65,000 | |||||||||||||
Outstanding principal amount increased | $ 15,000 | |||||||||||||
Deferred finance costs | $ 13,925 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Proceeds from issuance of convertible debt | $ 65,000 | |||||||||||||
Maturity date | Jan. 5, 2018 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of the lesser of (i) 50% of lowest trading price during the 25 days prior to the date of the note or (ii) 50% of the lowest trading price during the 25 days prior to the conversion date.</font></p>" id="sjs-K57"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of the lesser of (i) 50% of lowest trading price during the 25 days prior to the date of the note or (ii) 50% of the lowest trading price during the 25 days prior to the conversion date.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">the interest rate increased to 24% and the unpaid principal and accrued interest increased to 150% of the previous outstanding amount</font></p>" id="sjs-N57"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the interest rate increased to 24% and the unpaid principal and accrued interest increased to 150% of the previous outstanding amount</font></p> | ||||||||||||
Legal and compliance fee | $ 2,750 | |||||||||||||
Management fee to an affiliate | 5,500 | |||||||||||||
Due diligence fee | 5,675 | |||||||||||||
Beneficial conversion feature | $ 51,075 | |||||||||||||
Long-term convertible debenture, shares | 300,000 | |||||||||||||
Loss on extinguishment of debt | $ 86,636 | |||||||||||||
Gain Loss on debt prepayment | $ 37,164 | |||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund, LLC, in default [Member] | Convertible promissory note [Member] | Option [Member] | ||||||||||||||
Derivative liability determined using the Black-Scholes valuation model | $ 68,506 | |||||||||||||
Securities Purchase Agreement [Member] | EMA Financial, LLC - BCF [Member] | Convertible promissory note [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 56,000 | |||||||||||||
Debt Discount | $ 11,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Securities Purchase Agreement [Member] | Morningview Financial, LLC [Member] | Convertible promissory note [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 55,000 | |||||||||||||
Debt Discount | $ 12,000 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Proceeds from issuance of convertible debt | $ 53,000 | $ 50,000 | ||||||||||||
Maturity date | Dec. 18, 2018 | Nov. 15, 2018 | ||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date.</font></p>" id="sjs-I77"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date.</font></p>" id="sjs-J77"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date.</font></p> | ||||||||||||
Derivative liability determined using the Black-Scholes valuation model | $ 64,948 | $ 63,442 | ||||||||||||
Consulting fees | 8,000 | 7,000 | ||||||||||||
Discount on original issue | $ 3,000 | $ 5,000 | ||||||||||||
Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | Convertible promissory note [Member] | ||||||||||||||
Convertible note payable, net of discount | 120,000 | |||||||||||||
Purchase price | 106,500 | |||||||||||||
Original issue discount on debentures | $ 13,500 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Maturity date | Dec. 21, 2018 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 55% of the lowest trading price during the 25 days prior to the conversion date. If the determined conversion price is less than $.050, then the conversion price is 40% of the lowest trading price during the 25 days prior to the conversion date.</font></p>" id="sjs-H87"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 55% of the lowest trading price during the 25 days prior to the conversion date. If the determined conversion price is less than $.050, then the conversion price is 40% of the lowest trading price during the 25 days prior to the conversion date.</font></p> | |||||||||||||
Securities Purchase Agreement [Member] | Common Stock Purchase Warrant [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||||||
Common stock shares issued | 32,000 | |||||||||||||
Warrant exercise price per share | $ 1.25 | |||||||||||||
Warrant exercise period | 5 years | |||||||||||||
Debt Discount | $ 7,332 | |||||||||||||
Derivative liability determined using the Black-Scholes valuation model | 64,698 | |||||||||||||
Derivative liability | $ (7,086) | |||||||||||||
Convertible Note [Member] | Power Up Lending Group, LTD [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 128,000 | |||||||||||||
Debt Discount | $ 3,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Maturity date | Mar. 30, 2019 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">Convertible into common stock at 58% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion</font></p>" id="sjs-G100"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Convertible into common stock at 58% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion</font></p> | |||||||||||||
Terms of conversion feature | <font style="font: 10pt Times New Roman, Times, Serif">The holder’s conversion option under the note does not become active until 180 days after the issuance date</font></p>" id="sjs-G101"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The holder’s conversion option under the note does not become active until 180 days after the issuance date</font></p> | |||||||||||||
Convertible Note [Member] | Securities Purchase Agreement [Member] | EMA Financial, LLC - BCF [Member] | ||||||||||||||
Convertible note payable, net of discount | $ 83,500 | |||||||||||||
Debt Discount | $ 9,010 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Proceeds from issuance of convertible debt | $ 81,830 | |||||||||||||
Maturity date | Apr. 12, 2019 | |||||||||||||
Description for conversion price | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 10 days prior to the conversion date</font></p>" id="sjs-B108"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a conversion price of 50% of the lowest trading price during the 10 days prior to the conversion date</font></p> | |||||||||||||
Consulting fees | $ 7,340 | |||||||||||||
Discount on original issue | 1,670 | |||||||||||||
Derivative liability | $ 48,702 | |||||||||||||
Convertible Note Payable [Member] | ||||||||||||||
Gain Loss on debt prepayment | $ (21,077) | |||||||||||||
Prepayment percentage | 140.00% | |||||||||||||
Convertible Note Payable One [Member] | ||||||||||||||
Gain Loss on debt prepayment | $ 7,028 | |||||||||||||
Prepayment percentage | 140.00% | |||||||||||||
Convertible Note Payable Two [Member] | ||||||||||||||
Gain Loss on debt prepayment | $ (3,179) | |||||||||||||
Prepayment percentage | 150.00% | |||||||||||||
Convertible Note Payable Three [Member] | ||||||||||||||
Gain Loss on debt prepayment | $ 14,608 | |||||||||||||
Prepayment percentage | 150.00% |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Expected term | ||
Expected average volatility | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | ||
Minimum [Member] | ||
Expected term | 73 months 20 days | |
Expected average volatility | 85.45% | |
Risk-free interest rate | 2.46% | |
Maximum [Member] | ||
Expected term | 4 years 3 months 22 days | |
Expected average volatility | 130.21% | |
Risk-free interest rate | 2.74% |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Total derivative liabilities | $ 56,220 | |
EMA Financial, LLC - BCF [Member] | ||
Total derivative liabilities | 49,134 | |
Crown Bridge Partners, LLC - Warrant [Member] | ||
Total derivative liabilities | $ 7,086 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Derivative Liabilities Details 1Abstract | ||
Balance - August 31, 2017 | ||
Addition of new derivative liabilities as debt discounts, upon issuance of warrants and convertible notes | 170,702 | |
Addition of new derivative liabilities as debt discount, upon holder's option becoming active | 73,782 | |
Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes | 138,433 | |
Reclassification of beneficial conversion feature to derivative liabilities | 51,075 | |
Reduction in derivative liabilities due to conversions of convertible notes to common stock | (110,962) | |
Reduction in derivative liabilities due to payoff of convertible notes payable | (208,224) | |
Gain on change in fair value of derivative liabilities | (58,586) | |
Balance - August 31, 2018 | $ 56,220 |
DERIVATIVE LIABILITIES (Detai_4
DERIVATIVE LIABILITIES (Details 3) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Derivative Liabilities Details 2Abstract | ||
Day one loss due to derivative liabilities on convertible notes and warrants | $ 138,433 | |
Gain on change in fair value of the derivative liabilities | (58,586) | |
Loss on change in the fair value of derivative liabilities | $ 79,847 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 630,534 | $ 933,112 |
Foreign net operating losses | 274,803 | |
Organization costs | 51,916 | 94,116 |
Accrued payroll | 212,932 | 269,324 |
Gross deferred tax asset | 1,170,185 | 1,296,552 |
Valuation allowance | (1,170,185) | (1,296,552) |
Net deferred tax asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Taxes Details 1Abstract | |||
Income tax computed at the federal statutory rate | $ (399,415) | $ (260,250) | |
Foreign income tax | (111,717) | (152,351) | |
Non-deductible stock compensation expense | 52,500 | 50,960 | |
Impact of rate change from 35% to 21% | 488,008 | ||
Other | (27,930) | ||
Total | (486,562) | 126,367 | |
Change in valuation allowance | 486,562 | (126,367) | $ 486,562 |
Provision for income taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Increase in valuation allowance | $ 486,562 | $ (126,367) | $ 486,562 |
Federal statutory income tax rate | 21.00% | 35.00% | |
Net operating loss carryforwards | $ 3,983,980 | ||
Federal net operating loss expiry year | Begin to expire in 2034 | ||
State tax loss carryforwards expiry year | Begin to expire in 2029 | ||
Foreign income taxes rate | 28.00% | 28.00% | |
U S [Member] | |||
Net operating loss carryforwards | $ 3,002,541 | ||
South Africa [Member] | |||
Net operating loss carryforwards | $ 981,439 |
RELATED PARTY TRANSACTIONS (De
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Mar. 13, 2016 | |
Due to officer | $ 6,725 | $ 6,944 | ||
Proceeds from notes payable - related party | 678,358 | 313,450 | ||
Notes payable | 1,114,207 | 486,373 | ||
Power It Perfect, Inc [Member] | ||||
Proceeds from notes payable - related party | $ 678,358 | 313,450 | $ 208,160 | |
Interest rate | 5.00% | |||
Accrued interest | $ 2,300 | $ 4,626 | ||
Chief Executive Officer [Member] | ||||
Due to officer | $ 12,916 |
DISCONTINUED OPERATION (Details
DISCONTINUED OPERATION (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Revenue | ||
Loss from discontinued operation | (565,367) | $ (398,990) |
Subsidiary Operations [Member] | ||
Revenue | 26,793 | |
Franchise and operating expenses | (511,226) | (425,783) |
Loss on impairment of property and equipment | (54,141) | |
Loss from discontinued operation | $ (565,367) | $ (398,990) |
DISCONTINUED OPERATION (Detai_2
DISCONTINUED OPERATION (Details 1) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Liabilities: | ||
Current liabilities of discontinued operation | $ 415,371 | $ 222,586 |
Subsidiary Operations [Member] | ||
Assets: | ||
Prepaid expenses and other assets | 2,174 | 8,796 |
Current assets of discontinued operation | 2,174 | 8,796 |
Property and equipment | 53,505 | |
Total assets of discontinued operation | 2,174 | 62,301 |
Liabilities: | ||
Accounts payable | 16,812 | 3,161 |
Accrued payroll and expenses | 41,560 | 12,426 |
Other liabilities | 356,999 | 206,999 |
Current liabilities of discontinued operation | $ 415,371 | $ 222,586 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 06, 2018 | Sep. 27, 2018 | Aug. 31, 2018 | Aug. 31, 2017 |
Convertible note payable | $ 158,669 | $ 32,500 | ||
Debt issuance costs | (23,500) | (24,925) | ||
Proceeds from issuance convertible note payable | 381,990 | 65,000 | ||
Auctus Fund, LLC [Member] | ||||
Convertible note payable | 32,500 | |||
Power Up Lending Group, LTD [Member] | ||||
Convertible note payable | $ 125,667 | |||
Subsequent Event [Member] | Auctus Fund, LLC [Member] | ||||
Convertible note payable | $ 111,000 | |||
Convertible note payable rate of interest | 12.00% | |||
Debt maturity date | Aug. 6, 2019 | |||
Debt conversion description | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into common shares at the lesser of market price at the date of the conversion or 55% of the lowest trading price during the 25-day period ending one trading day prior to the date of the conversion notice.</font></p>" id="sjs-B13"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into common shares at the lesser of market price at the date of the conversion or 55% of the lowest trading price during the 25-day period ending one trading day prior to the date of the conversion notice.</font></p> | |||
Debt issuance costs | $ 12,750 | |||
Proceeds from issuance convertible note payable | $ 97,250 | |||
Subsequent Event [Member] | Power Up Lending Group, LTD [Member] | ||||
Convertible note payable | $ 53,000 | |||
Convertible note payable rate of interest | 12.00% | |||
Debt maturity date | Jul. 15, 2019 | |||
Debt conversion description | <font style="font: 10pt Times New Roman, Times, Serif">After 180 days from the date of the note agreement, the note is convertible at a conversion price of 58% of the average of the lowest three trading price during the 10 days prior to the conversion date.</font></p>" id="sjs-C20"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">After 180 days from the date of the note agreement, the note is convertible at a conversion price of 58% of the average of the lowest three trading price during the 10 days prior to the conversion date.</font></p> | |||
Debt issuance costs | $ 3,000 | |||
Proceeds from issuance convertible note payable | $ 50,000 |