Cover
Cover - USD ($) | 12 Months Ended | ||
Aug. 31, 2021 | Nov. 30, 2021 | Feb. 28, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Aug. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity File Number | 000-55979 | ||
Entity Registrant Name | AB International Group Corp. | ||
Entity Central Index Key | 0001605331 | ||
Entity Tax Identification Number | 37-1740351 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 48 Wall Street | ||
Entity Address, Address Line Two | Suite 1009 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10005 | ||
City Area Code | (212) | ||
Local Phone Number | 918-4519 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,365,653 | ||
Entity Common Stock, Shares Outstanding | 237,297,700 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 132,253 | $ 2,455,061 |
Prepaid expenses | 13,566 | 11,024 |
Account receivable | 137,700 | |
Related party receivable | 1,439 | 87,581 |
Subscription receivable | 87,239 | 61,500 |
Interest receivable | 26,240 | |
Other receivable | 644,785 | |
Total Current Assets | 879,282 | 2,779,106 |
Fixed assets, net | 17,128 | 16,408 |
Leasehold improvement, net | 36,577 | 85,345 |
Right of use operating lease assets, net | 47,827 | 126,354 |
Intangible assets, net | 3,998,805 | 175,000 |
Long-term prepayment | 761,600 | 1,742,080 |
Other assets | 16,508 | 18,427 |
TOTAL ASSETS | 5,757,727 | 4,942,720 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 118,283 | 359,475 |
Related party payable | 933,434 | 5,504 |
Current portion of obligations under operating leases | 48,226 | 73,664 |
Convertible note and derivative liability | 438,921 | |
Due to shareholder | 2,347 | 476 |
Tax payable | 56,750 | |
Other payable | 3,827 | 3,584 |
Dividend payable | 1,834 | |
Total Current Liabilities | 1,107,951 | 938,374 |
Obligations under operating leases, non-current | 48,249 | |
Total Liabilities | 1,107,951 | 986,623 |
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | ||
Series A preferred stock, 100,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | 100 | |
Series B preferred stock, 20,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | 20 | |
Series C preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | ||
Series D preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 226,589,735 and 46,661,417 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | 226,590 | 46,661 |
Additional paid-in capital | 11,009,517 | 7,271,983 |
Accumulated deficit | (6,578,978) | (2,970,881) |
Unearned shareholders’ compensation | (7,473) | (391,666) |
Total Stockholders’ Equity | 4,649,776 | 3,956,097 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 5,757,727 | $ 4,942,720 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2021 | Aug. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 226,589,735 | 46,661,417 |
Common stock, shares outstanding | 226,589,735 | 46,661,417 |
Preferred Class A [Member] | ||
Preferred stock, shares outstanding | 100,000 | 0 |
Preferred stock, shares issued | 100,000 | 0 |
Preferred Class B [Member] | ||
Preferred stock, shares outstanding | 20,000 | 0 |
Preferred stock, shares issued | 20,000 | 0 |
Preferred Class C [Member] | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred Class D [Member] | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 115,091 | $ 448,343 |
Cost of revenue | (1,494,328) | (177,577) |
Gross Profit (Loss) | (1,379,237) | 270,766 |
OPERATING EXPENSES | ||
General and administrative expenses | (1,511,333) | (1,346,525) |
Research and development expenses | (108,800) | |
Related party salary and wages | (333,337) | (184,768) |
Total Operating Expenses | (1,844,670) | (1,640,093) |
Loss From Operations | (3,223,907) | (1,369,327) |
OTHER INCOME (EXPENSES) | ||
Rent income | 1,920 | |
Interest expense | (156,822) | (255,512) |
Interest income | 7 | 166,352 |
Preferred shares dividend expense | (25,835) | |
Gain (Loss) from change in fair value | 64,584 | (64,584) |
Loss from lease termination | (3,251) | |
Loss from prepaid convertible note | (232,797) | |
Loss from warrant termination | (12,343) | |
Loss from warrant exercise | (75,000) | |
Total Other Expenses | (439,537) | (153,744) |
Loss Before Income Tax Provision | (3,663,444) | (1,523,071) |
Income tax benefit | 55,347 | |
NET LOSS | $ (3,608,097) | $ (1,523,071) |
NET LOSS PER SHARE: BASIC | $ (0.02) | $ (0.21) |
NET LOSS PER SHARE: DILUTED | $ (0.02) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | 194,571,251 | 7,186,259 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | 194,571,251 | 81,964,690 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance - August 31, 2020 at Aug. 31, 2019 | $ 4,822 | $ 6,520,980 | $ (1,452,020) | $ (842,657) | $ 4,231,125 | |
Shares, Issued, Beginning Balance at Aug. 31, 2019 | 4,822,016 | |||||
Common shares issued for cash | $ 21,000 | 554,500 | 575,500 | |||
Stock Issued During Period, Shares, Other | 21,000,000 | |||||
Common shares issued from note conversions | $ 18,014 | 291,880 | 309,894 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,014,401 | |||||
Common shares issued from warrant exercises | $ 3,250 | 39,997 | 43,247 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,250,000 | |||||
Common shares issued to officers for services | 169,768 | 169,768 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ||||||
Common shares returned due to officer resignations | $ (425) | (280,797) | 281,222 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (425,000) | |||||
Warrant shares issued in conjunction with convertible notes | 145,423 | 145,423 | ||||
[custom:WarrantSharesIssuedInConjunctionWithConvertibleNotesShares] | ||||||
Adjustment due to ASC 842 adoption for lease | 4,211 | 4,211 | ||||
Net loss | (1,523,071) | (1,523,071) | ||||
Balance - August 31, 2021 at Aug. 31, 2020 | $ 46,661 | 7,271,983 | (2,970,880) | (391,667) | 3,956,097 | |
Shares, Issued, Ending Balance at Aug. 31, 2020 | 46,661,417 | |||||
Common shares issued for cash | $ 23,000 | 529,000 | 552,000 | |||
Stock Issued During Period, Shares, Other | 23,000,000 | |||||
Common shares issued from note conversions | $ 25,406 | 158,347 | $ 183,753 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | 25,406,238 | ||||
Common shares issued from warrant exercises | $ 56,408 | 81,358 | $ 137,766 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 56,407,922 | 56,407,922 | ||||
Common shares issued to officers for services | $ 1,500 | 43,500 | (7,473) | $ 37,527 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 | |||||
Common shares returned due to officer resignations | $ (261) | (391,405) | 391,667 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (261,111) | |||||
Warrant shares issued in conjunction with convertible notes | ||||||
Net loss | (3,608,097) | (3,608,097) | ||||
Put Shares issued for cash | $ 31,647 | 1,662,904 | 1,694,551 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 31,646,633 | |||||
Common shares issued for consulting services | $ 17,700 | 513,300 | 531,000 | |||
Stock Issued During Period, Shares, Issued for Services | 17,700,000 | |||||
Preferred shares series A issuance | $ 100 | 100 | ||||
[custom:SeriesAPreferredSharesIssuedShares] | 100,000 | |||||
Preferred shares series B issuance | $ 20 | 319,980 | 320,000 | |||
[custom:SeriesBPreferredSharesIssuedShares] | 20,000 | |||||
Preferred shares series C issuance | $ 280 | 243,220 | 243,500 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 280,025 | |||||
Preferred shares series D issuance | $ 1 | 722,999 | 723,000 | |||
[custom:SeriesDPreferredSharesIssuedShares] | 798 | |||||
Preferred shares series C dividend shares | $ 19 | 16,782 | 16,802 | |||
[custom:PreferredSharesSeriesCDividendShares] | 19,322 | |||||
Preferred shares series D dividend shares | $ 0 | 7,200 | 7,200 | |||
[custom:PreferredSharesSeriesDDividendSharesShares] | 6 | |||||
Preferred shares and dividend shares converted into common shares | $ 24,529 | $ (300) | (24,228) | |||
Stock Issued During Period, Shares, Conversion of Units | 24,528,637 | (300,151) | ||||
Termination of issued warrants | (145,423) | (145,423) | ||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Balance - August 31, 2021 at Aug. 31, 2021 | $ 226,590 | $ 120 | $ 11,009,517 | $ (6,578,978) | $ (7,473) | $ 4,649,776 |
Shares, Issued, Ending Balance at Aug. 31, 2021 | 226,589,735 | 120,000 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,608,097) | $ (1,523,071) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Executive salaries and consulting fees paid in stock | 568,627 | 169,768 |
Depreciation of fixed asset | 53,048 | 52,446 |
Amortization of intangible asset | 1,468,728 | 113,731 |
Impairment of intangible asset | 125,062 | |
Loss/(gain) from change in fair value of derivatives | (64,584) | 64,584 |
Loss/(gain) from lease termination | 3,251 | |
Loss/(gain) from warrant termination | 12,343 | |
Loss/(gain) from warrant exercise | 75,000 | |
Loss/(gain) prepaid convertible notes | 232,797 | |
Non-cash interest for convertible notes | 156,822 | 255,512 |
Non-cash note conversion fees | 8,750 | 24,750 |
Non-cash dividend expense for preferred shares | 25,835 | |
Non-cash lease expense | 1,590 | (230) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 137,700 | (102,400) |
Receivable on asset disposal | 1,280,000 | |
Interest receivable | 26,240 | (17,515) |
Related party receivable | 86,142 | (52,588) |
Other receivable | (644,785) | |
Prepaid expenses | (2,542) | 10,946 |
Rent security & electricity deposit | 1,920 | (3,400) |
Purchase of movie and TV series broadcast right and copyright | (4,312,053) | (1,742,080) |
Accounts payable and accrued liabilities | (241,192) | 248,314 |
Related party payable | 927,930 | |
Due to / from shareholders | 1,871 | (1,561) |
Tax payable | (56,750) | (7,814) |
Other payable | 243 | (157,824) |
Net cash used in operating activities | (5,141,166) | (1,263,370) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds collected from note receivable | 1,047,040 | |
Purchase of furniture and equipment | (5,000) | |
Net cash provided by /(used in) investing activities | (5,000) | 1,047,040 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes | 233,017 | 592,641 |
Proceeds from common stock issuances | 2,220,812 | 514,000 |
Proceeds from preferred share B issuances | 320,000 | |
Proceeds from preferred share C issuances | 243,500 | |
Proceeds from preferred share D issuances | 723,000 | |
Payments for warrant termination | (95,000) | |
Prepayments of convertible notes | (821,970) | |
Net cash provided by financing activities | 2,823,359 | 1,106,641 |
Net increase (decrease) in cash and cash equivalents | (2,322,808) | 890,311 |
Cash and cash equivalents – beginning of the year | 2,455,061 | 1,564,750 |
Cash and cash equivalents – end of the year | 132,253 | 2,455,061 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Cashless warrant exercises | 137,766 | (43,247) |
Issuance of warrants in conjunction with convertible notes | 145,423 | |
Convertible notes converted to common shares | (183,752) | (309,894) |
Additions to ROU assets from operating lease liabilities | 27,421 | 228,510 |
Common shares returned due to officer resignations | (391,667) | (228,222) |
Preferred shares series C dividend paid in shares | 16,802 | |
Preferred shares series D dividend paid in shares | 7,200 | |
Preferred shares and dividend shares converted into common shares | $ 990,502 |
NOTE 1 _ ORGANIZATION AND BUSIN
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS AB International Group Corp. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on July 29, 2013 We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisition and distribution of movies. We have a patent license to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People’s Republic of China. We had launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019, utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficient services. We generate revenues through an agency service fee from each matched performance. On January 22, 2016, our former sole officer, who owned 83% On June 1, 2017 we entered into a Patent License Agreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The Technology is the subject of a utility patent in the People’s Republic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology a term of five years $500,000 20% $500,000 Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. On March 21, 2018, we acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposed to bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000 $72,000 ATM business $48,000 On September 5, 2018, the Company entered into an agreement to acquire a movie copyright for $768,000 200,000 $153,600 $857,600 $89,538 In December of 2018, we engaged StarEastnet, a software developer that holds 171,000 In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 $422,400 $59,792 Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events were suspended. The Company decided to shut down the Ai Bian Quan Qiu platform and no revenue was generated after January 31, 2020. As a result, it has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms. In August of 2019, the Company entered into a one year $1,047,040 10% $95,979 On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 10% th $70,021 On April 22, 2020, the Company announced the first phase development of its video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. The Company’s professional team are sourcing such dramas and films to provide video streaming service on the ABQQ.tv. The video streaming website www.ABQQ.tv was officially launched on December 29, 2020. As of August 31, 2021, the Company acquired 4 movie copyrights and 59 movie broadcast rights. The Company will continue marketing and promoting the ABQQ.tv website through GoogleAds and acquire additional broadcast rights for movies and TV series, and plan to charge subscription fees once the Company has obtained at least 200 broadcast rights of movie and TV series. |
NOTE 2 _ SUMMARY OF SIGNIFICANT
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s year-end is August 31. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. All intercompany balances and transactions have been eliminated in consolidation. Going Concern Uncertainties The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2021, the Company had an accumulated deficit of approximately $6.6 million and a working capital deficit of $228,669. For the year ended August 31, 2021, the Company incurred a net loss of approximately $3.6 million and the net cash used in operations was $5,141,166 These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Foreign Currency Transactions The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. Account Receivable Account receivable consisted of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amount receivable balances are recorded at the invoiced amount and do not bear interest. As the sublicensing agreement with Anyone Picture was terminated in January, 2021, there was no account receivable balance as of August 31, 2021. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No no Prepaid Expenses Prepaid expenses primarily consist of prepayments of OTC market annual fee. The prepaid balances are amortized when the related expense is incurred. Fixed Asset Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 7 Appliances 5 Leasehold Improvement Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years Intangible Assets Intangible assets are stated at the lower of cost or amortized cost or estimated fair value and amortized as follows: ● Movie copyrights and broadcast rights: straight-line method 2 years ● Patent: straight-line method 5 years Amortized costs of the intangible asset are recorded as cost of sales, as the intangible assets are directly related to generation of revenues in the Company. Lease property under operating lease In February 2016, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve financial reporting about leasing transactions. This guidance required organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which included an option to not restate comparative periods in transition. Under this new guidance, a company applies the standard to leases in place as of the date of initial application, records a cumulative-effect adjustment to retained earnings as of the first day of the adoption year, and follows the new rules for all leases entered or modified going forward. The Company adopted this new standard on June 1, 2020 with no retrospective adjustments to prior comparative periods. In accordance with ASC 250-10-45-14, a change in accounting principle made in an interim period shall be reflected as if the entity had adopted the new principle on the first day of the adoption year, which is September 1, 2019 for the Company. As such, the adoption of ASC 842 lease accounting standard has resulted in $196,813 $201,025 Impairment of Long-lived asset The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a Group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Impairment losses are included in the general and administrative expense. There was no impairment loss during the year ended August 31, 2021. For the year ended August 31, 2020, the impairment loss of intangible assets was $125,062 $48,000 $77,062 Revenue Recognition The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. Fair Value of Financial Instruments ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. Warrants Warrants are classified as equity and the proceeds from issuing warrants in conjunction with convertible notes are allocated based on the relative fair values of the base instrument of convertible notes and the warrants by following the guidance of ASC 470-20-25-2 as below: Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This usually results in a discount (or, occasionally, a reduced premium), which shall be accounted for as interest expense under Topic 835 Interest. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At August 31, 2021 and 2020, there were no unrecognized tax benefits. Please see Note 14 for details. Value-Added Taxes The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6% The Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% 12% Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for warrants, options and restricted shares under treasury stock method, and for convertible debts under if-convertible method, if dilutive. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period and excludes all potential common shares if their effects are anti-dilutive. In accordance with the Company’s convertible note agreements, the Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% 60% The number of diluted shares from warrants is the upper limit to which warrants can be converted into common shares and adjusted for anti-dilution clauses. The Company has prepaid all the remaining convertible notes and exercised all the warrants as of August 31, 2021. As such, 0 6,614,769 68,163,661 As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 Recent Accounting Pronouncements In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. Effective September 1, 2019, the Company adopted ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
NOTE 3 _PREPAID EXPENSES
NOTE 3 –PREPAID EXPENSES | 12 Months Ended |
Aug. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 3 –PREPAID EXPENSES | NOTE 3 –PREPAID EXPENSES Prepaid expense was $13,566 $11,024 $12,833 |
NOTE 4 _ SUBSCRIPTION RECEIVABL
NOTE 4 – SUBSCRIPTION RECEIVABLE | 12 Months Ended |
Aug. 31, 2021 | |
Receivables [Abstract] | |
NOTE 4 – SUBSCRIPTION RECEIVABLE | NOTE 4 – SUBSCRIPTION RECEIVABLE Subscription receivable is cash not yet collected from the shareholders for issuance of common stock. As of August 31, 2021, the subscription receivable balance of $87,239 3 $61,500 3,000,000 $0.0205 |
NOTE 5 _ FIXED ASSETS AND LEASE
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT | 12 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT | NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT The Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. Leasehold improvement relates to renovation and upgrade of an office and an offline display store. The leasehold improvement is depreciated over 3 years which equal the terms of the operating lease for renting an office. The furniture and appliances are depreciated over 7 5 The depreciation expense was $53,048 $52,446 August 31, 2021 August 31, 2020 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 20,974 Total cost 172,278 167,278 Accumulated depreciation ( 118,573 ) ( 65,525 Property and equipment, net $ 53,705 $ 101,753 |
NOTE 6 _ INTANGIBLE ASSETS
NOTE 6 – INTANGIBLE ASSETS | 12 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 6 – INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS As of August 31, 2021 and August 31, 2020, the balance of intangible assets are as follows; August 31, August 31, 2021 2020 Patent $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 - Sitcom copyrights - Chujian 640,000 - Movie copyrights - Huafeng 422,400 - Movie copyrights - Our treasures 936,960 - Movie and TV series broadcast rights 2,439,840 - Total cost 5,792,533 500,000 Less: Accumulated amortization (1,793,728) (325,000) Intangible asset, net $ 3,998,805 $ 175,000 Intangible assets include 1) a patent obtained from Guangzhou Shengshituhua Film and Television Company Limited as a worldwide license to a video synthesis and release system for mobile communications equipment, 2) copyrights for the movie “Love over the world”, “Huafeng”, “Our treasures” and the sitcom “Chujian”, and 3) broadcast rights for fifty nine movie and TV series. The amortization expense for years ended August 31, 2021 and August 31, 2020 was $1,468,728 $113,731 The estimated amortization expense for each of the three succeeding years is as follows. The intangible assets as of August 31, 2021 will be fully amortized in the fiscal year of 2023. Year ending August 31, Amortization expense 2022 $ 2,721,267 2023 $ 1,277,538 |
NOTE 7 _ RIGHTS-TO-USE OPERATIN
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET | 12 Months Ended |
Aug. 31, 2021 | |
Transfers and Servicing [Abstract] | |
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET | NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET Rights-to-use lease assets, net consisted of the following: August 31, 2021 August 31, 2020 Right-to-use gross asset $ 223,237 $ 228,510 Less: accumulated amortization ( 175,410 ) ( 102,156 Right-to-use asset, net $ 47,827 $ 126,354 The right-of-use assets will be fully amortized in the fiscal year 2022. |
NOTE 8 _ LONG-TERM PREPAYMENT
NOTE 8 – LONG-TERM PREPAYMENT | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 8 – LONG-TERM PREPAYMENT | NOTE 8 – LONG-TERM PREPAYMENT In September 2019, the Company entered into an agreement with Guangzhou Yuezhi Computer Ltd. For upgrading software of the “Ai Bian Quan Qiu” platform at a cost of $128,000 $108,800 “Ai Bian Quan Qiu” platform has not generated any revenue since mid-January, 2020, the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 FY2020 and the remaining 20% intangible asset in Q4 FY2020 $108,800 As of August 31, 2021, the long-term prepayment balance of $761,600 • In November 2019, the Company acquired a broadcast right of “Lushang” (English name: “On the Way”) from All In One Media Ltd for online streaming at a price of $256,000 $256,000 • In November 2019, the Company acquired a broadcast right of “Qi Qing Kuai Che” (English name: “Confusion”) from All In One Media Ltd for online streaming at a price of $115,200 $908,800 $1,024,000 $505,600 $505,600 |
NOTE 9 _ CONVERTIBLE NOTES
NOTE 9 – CONVERTIBLE NOTES | 12 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 9 – CONVERTIBLE NOTES | NOTE 9 – CONVERTIBLE NOTES On November 18, 2019, the Company closed a private financing with EMA Financial, LLC (“EMA Financial” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $250,000 $228,333 $21,667 $21,667 As part of initial closing the outstanding principal amount shall be $75,000 $68,500 $68,500 $64,737 $3,763 The term of this convertible note is 9 months August 18, 2020 10.0% 24.0% The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date In connection with the issuance of the Note, the Company granted EMA Financial a five-year cashless warrant (the “Warrant”) to purchase 30,000 $12.5 100% 45,851,221 On December 13, 2019, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership (“Peak One” or the “Holder”), pursuant to which we issued and sold to the Peak One a convertible promissory note. The Note has an original principal amount of $235,000 $211,500 $23,500 $23,500 As part of initial closing the outstanding principal amount shall be $85,000 $76,500 $76,500 $65,312 $11,188 1,096,846 th The term of this convertible note is 1 year December 9, 2020 10.0% The convertible note has prepayment and conversion features. The conversion price shall equal to the lesser of (a) $10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the Conversion Price is less than $0.01 per share, then sixty percent (60%) shall automatically adjust to Fifty percent (50%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of conversion of the Debenture), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. In connection with the issuance of the Note, the Company granted Peak One a five-year cashless warrant (the “Warrant”) to purchase 10,000 $10 100% 3,720,326 On January 8, 2020, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC, a New York limited company (“Crown Bridge”), pursuant to which the Company issued and sold to Crown a convertible promissory note, dated January 8, 2020, in the principal amount of $121,500 $109,500 $12,000 $12,000 As part of initial first tranche closing on January 8 th $40,500 $36,500 $36,500 $34,992 $1,508 As part of the second tranche closing on July 23 rd $50,000 $47,500 $47,500 $42,987 $4,513 The term of this convertible note is 1 year January 8, 2021 10.0% Upon an event of default, the interest rate will be equal lesser (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid The Conversion Price shall be the lesser of (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date “Trading Price” means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Principal Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Principal Market is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets In connection with the issuance of each tranche of the Note, the Company granted Crown Bridge a five-year cashless warrant (the “Warrant”) to purchase 4,680 $12.5 On December 31, 2019, the Company closed a private financing with Auctus Capital Partners, LLC, (“Auctus” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 As part of initial closing the outstanding principal amount shall be $75,000 $75,000 $75,000 $59,342 $15,658 The term of this convertible note is 9 months September 30, 2020 10.0% 24% The conversion price is the lesser of: (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date On February 13, 2020, the Company closed a private financing with East Capital Investment Corporation (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000 As part of initial closing the outstanding principal amount shall be $50,000 $50,000 $50,000 $43,492 $6,508 The term of this convertible note is 1 year February 13, 2021 10.0% The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. On February 19, 2020, the Company closed a private financing with Fidelis Capital, LLC, (“Fidelis” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000 As part of initial closing the outstanding principal amount shall be $50,000 $50,000 $50,000 $43,487 $6,513 The term of this convertible note is 1 year February 19, 2021 10.0% The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. On March 12, 2020, the Company closed a private financing with Armada Capital Partners, LLC, (“Armada” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $38,500 $3,500 As part of initial closing the outstanding principal amount shall be $38,500 $35,000 $35,000 $32,992 $2,008 The term of this convertible note is 1 year with the maturity date on March 12, 2021 10.0% The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties 4,200 $12.50 On July 17, 2020, the Company closed a private financing with EMA Financial, LLC (“EMA Financial” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000 $2,500 As part of initial closing the outstanding principal amount shall be $50,000 $47,500 $47,500 $42,987 $4,513 The term of the convertible note is 1 year July 17, 2021 10.0% Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On July 24, 2020, the Company closed a private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $130,000 As part of initial closing the outstanding principal amount shall be $130,000 $130,000 $130,000 $116,079 $13,921 The term of this convertible note is 1 year July 24, 2021 10.0% Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On August 18, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $63,000 As part of closing the outstanding principal amount shall be $63,000 $63,000 $63,000 $54,939 $8,061 The term of this convertible note is 1 year August 18, 2021 10.0% Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with Jefferson Street Capital LLC, (“Jefferson Street Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $82,500 $7,500 As part of closing the outstanding principal amount shall be $82,500 $75,000 $75,000 $68,949 $6,051 The term of this convertible note is 1 year September 1, 2021 10.0% Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with FirstFire Global Opportunities Fund, LLC, (“FirstFire Global” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 $3,750 As part of closing the outstanding principal amount shall be $75,000 $71,250 $71,250 $61,498 $9,752 The term of this convertible note is 9 months June 1, 2021 10.0% Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date On October 8, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $55,000 As part of closing the outstanding principal amount shall be $55,000 $55,000 $55,000 $47,579 $7,421 The term of this convertible note is 1 year October 8, 2021 10.0% Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On October 9, 2020, the Company closed another private financing with East Capital Investment Corp., (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $62,700 As part of closing the outstanding principal amount shall be $62,700 $62,700 $62,700 $54,992 $7,708 The term of this convertible note is 1 year October 9, 2021 10.0% The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. The below table summarizes all the convertible notes issued during the year ended August 31, 2020. Counterparties Issuance date Maturity date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) EMA Financial November 18, 2019 August 18, 2020 $ 75,000 $ 68,500 $ 6,500 $ 3,763 $ 64,737 Peak One Opportunity December 9, 2019 December 9, 2022 $ 85,000 $ 76,500 $ 8,500 $ 11,188 $ 65,312 Crown Bridge (Tranche I) January 8, 2020 January 8, 2021 $ 40,500 $ 36,500 $ 4,000 $ 1,508 $ 34,992 Auctus Fund Note December 31, 2019 September 30, 2020 $ 75,000 $ 75,000 $ - $ 15,658 $ 59,342 East Capital February 13, 2020 February 13, 2021 $ 50,000 $ 50,000 $ - $ 6,508 $ 43,492 Fidelis Capital February 19, 2020 February 19, 2021 $ 50,000 $ 50,000 $ - $ 6,513 $ 43,487 Armada Partners March 12, 2020 March 12, 2021 $ 38,500 $ 35,000 $ 3,500 $ 2,008 $ 32,992 EMA Financial July 17, 2020 July 17, 2021 $ 50,000 $ 47,500 $ 2,500 $ 4,513 $ 42,987 Crown Bridge (Tranche II) July 23, 2020 July 23, 2021 $ 40,500 $ 36,500 $ 4,000 $ 2,208 $ 34,292 Power Up Lending (Tranche I) July 24, 2020 July 24, 2021 $ 130,000 $ 130,000 $ - $ 13,921 $ 116,079 Power Up Lending (Tranche II) August 18, 2020 August 18, 2021 $ 63,000 $ 63,000 $ - $ 8,061 $ 54,939 $ 697,500 $ 668,500 $ 29,000 $ 75,849 $ 592,651 The below table summarizes all the convertible notes issued during the year ended August 31, 2021. Counterparties Issuance date Maturity Date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) Jefferson Street Capital September 1,2020 September 1, 2021 82,500 75,000 7,500 6,051 68,949 FirstFire Global September 1,2020 June 1, 2021 75,000 71,250 3,750 9,752 61,498 Power Up Lending October 8, 2020 October 8, 2021 55,000 55,000 - 7,421 47,579 East Capital October 9, 2020 October 9, 2021 62,700 62,700 - 7,708 54,992 $ 275,200 $ 263,950 $ 11,250 $ 30,932 $ 233,018 The following table summarizes the convertible note and derivative liability in the balance sheet at August 31, 2021: Balance, August 31, 2020 $ 438,921 Issuance of Convertible Note Principal $ 275,200 Issuance of MFN Principal $ 15,000 Discount on Note issuance, net of amortization $ 75,075 Accrued interest expense $ 24,562 Converted Note Principal $ ( 166,464 Converted accrued and unpaid interest $ ( 8,538 Prepayment of Note Principal $ ( 559,782 Paid interest expense $ ( 29,390 Change in fair value of Derivative liability $ ( 64,584 Balance, August 31, 2021 $ — The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used as of August 31, 2021 include (1) risk-free interest rates of 0.06% 66.25% 66.3% 30% The Company recognizes gain due to convertible feature of $64,584 The Company prepaid nine convertible notes during the year ended August 31, 2021 as below: Convertible Notes Beginning Principal after Note Conversion Total Interest Accrued Paid Date Paid Principal Paid Interest Principal balance Outstanding Payment amount Loss from prepaid convertible note Crown Bridge (Tranche I) 1,082 2,641 12/9/20 ( 1,082 ( 2,641 - - - Crown Bridge (Tranche II) 40,500 1,545 12/9/20 ( 40,500 ( 1,545 - 72,500 1 ( 26,732 1 EMA Financial 50,000 1,990 12/9/20 ( 50,000 ( 1,990 - 72,800 ( 20,810 Power Up Lending 130,000 6,491 1/22/21 ( 130,000 ( 6,491 - 190,925 ( 54,434 Power Up Lending 63,000 3,042 2/10/21 ( 63,000 ( 3,042 - 92,380 ( 26,338 East Capital 62,700 3,114 4/7/21 ( 62,700 ( 3,114 - 87,467 ( 21,652 Power Up Lending 55,000 2,746 4/7/21 ( 55,000 ( 2,746 - 80,797 ( 23,051 Jefferson Street 82,500 4,097 3/1/21 ( 82,500 ( 4,097 - 116,975 ( 30,378 FirstFire Global 75,000 3,724 3/1/21 ( 75,000 ( 3,724 - 108,125 ( 29,401 Total 559,782 29,390 - ( 559,782 ( 29,390 - 821,969 ( 232,796 1. The Holders converted convertible notes to common shares during the year ended August 31, 2021 as below: EMA Financial: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 *On September 29, 2020, $6,007 17,107 $0.0048 60% $15,000 $0.1 $0 $15,000 East Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 26,600 13,300 250 — 13,550 — 13,300 $ 0.01020 1,328,431 September 25, 2020 13,300 13,300 129 — 13,429 — — $ 0.00960 1,398,854 Total 26,600 379 — 26,979 — 2,727,285 Fidelis Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 41,000 25,671 — — 25,671 — 15,329 $ 0.01218 2,107,648 September 9, 2020 15,329 15,329 2,605 — 17,934 — — $ 0.01020 1,758,257 Total 41,000 2,605 — 43,605 — 3,865,905 Armada Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 25, 2020 25,500 13,000 213 — 13,213 500 12,500 $ 0.01020 1,344,363 October 6, 2020 12,500 12,500 38 — 12,538 500 — $ 0.00960 1,358,145 Total 25,500 251 — 25,751 1,000 2,702,508 Crown Bridge (Tranche I): Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 20,867 6,400 — — 6,400 1,250 14,467 $ 0.00765 1,000,000 September 22, 2020 14,467 5,635 — — 5,635 1,250 8,832 $ 0.00765 900,000 October 1, 2020 8,832 7,750 — — 7,750 1,250 1,082 $ 0.00720 1,250,000 Total 19,785 — 19,785 3,750 3,150,000 In summary, the Company has either converted or prepaid all the outstanding convertible notes as of August 31, 2021. The below table lists conversions and prepayments during each quarter in FY2021. Sr. No. Note Total convertible note issued Total principal converted as of 08/31/2020 Total principal converted as of 11/30/2020 Total principal paid off as of 2/28/2021 Total principal paid off as of 8/31/2021 Principal balance Outstanding as of 8/31/2021 1 EMA Financial 90,000 ( 84,716 ( 5,285 - - - 2 Peak One Opportunity 85,000 ( 85,000 - - - - 3 Auctus Fund Note 90,000 ( 41,705 ( 48,295 - - - 4 Crown Bridge (Tranche I) 40,500 ( 19,633 ( 19,785 ( 1,082 - - 5 East Capital 50,000 ( 23,400 ( 26,600 - - - 6 Fidelis Capital 50,000 ( 9,000 ( 41,000 - - - 7 Armada Partners 38,500 ( 13,000 ( 25,500 - 8 Crown Bridge (Tranche II) 40,500 - ( 40,500 - - 9 EMA Financial (Issue Date: 7.17.2020) 50,000 - - ( 50,000 - - 10 Power Up Lending (Issue Date: 07.24.2020) 130,000 - - ( 130,000 - 11 Power Up Lending (Issue Date: 08.18.2020) 63,000 - - ( 63,000 - - 12 East Capital (Issue Date: 10.09.2020) 62,700 - - - ( 62,700 - 13 Power Up Lending (Issue Date: 10.08.2020) 55,000 - - - ( 55,000 - 14 Jefferson Street (Issue Date: 09.01.2020) 82,500 - - - ( 82,500 - 15 FirstFire Global (Issue Date: 09.01.2020) 75,000 - - - ( 75,000 - Total 1,002,700 ( 276,454 ( 166,464 ( 284,582 ( 275,200 - |
NOTE 10 _ WARRANTS
NOTE 10 – WARRANTS | 12 Months Ended |
Aug. 31, 2021 | |
Note 10 Warrants | |
NOTE 10 – WARRANTS | NOTE 10 – WARRANTS On December 9, 2019, January 8, 2020, January 17, 2020, March 12, 2020, and July 23, 2020 the Company issued warrants to EMA Financial, Peak One Opportunity, Crown Bridge, and Armada Partners in conjunction with their convertible notes (see Note 9). Classified as equity, these detachable warrants issued in a bundled transaction with convertible notes are accounted for separately as additional paid-in capital for the portion of the proceeds allocated to them. The allocation of the sales proceeds between the base instrument of convertible notes and the warrants are allocated based on the relative fair values of the base instrument of convertible notes and the warrants following the guidance in ASC 470-20-25-2. On July 30, 2020, the Company issued $750,000 24 The fair value of the stock warrants granted to EMA Financial was estimated at $106,540 $12 0.89% 0 4.89 58.11% The fair value of the stock warrants granted to Peak One was estimated at $39,515 $10 0.89% 0 4.78 57.51% $17,443 $12.5 0.89% 0 4.86 57.97% The fair value of the stock warrants granted to Armada was estimated at $12,341 $12.5 0.29% 0 4.78 61.54% The fair value of the stock warrants granted to Crown Bridge (Tranche II), issued on July 23, 2020 was estimated at $126,112 $0.00905 0.28% 0 4.90 55.33% The fair value of the stock warrants granted to Peak One, a standalone warrant issued on July 30, 2020 was estimated at $45,722 $0.1 0.27% 0 4.92 55.29% As of August 31, 2021, the Company exercised the following warrant shares to acquire common shares via cashless exercises as below: Peak One warrant issued on December 9, 2019: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Mkt Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment July 20, 2020 $100,000 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 21, 2020 $92,489 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 23, 2020 $84,979 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 29, 2020 $77,468 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 4, 2020 $69,957 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 11, 2020 $62,446 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 21, 2020 $47,425 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 25, 2020 $32,403 $ 0.0205 $ 21.00 500,489 500,000 $10,260 August 31, 2020 $22,143 $ 0.0205 $ 21.00 500,489 500,000 $10,260 September 9, 2020 $11,883 $ 0.0205 $ 21.00 470,786 470,326 $9,651 Total 3,724,984 3,720,326 $ 97,768 Peak One warrant issued on July 30, 2020 Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment October 8, 2020 $75,000 0.01672 $10.00 750,000 748,746 $12,540 December 21, 2020 $62,460 0.00609 $0.068 2,564,039 2,344,407 $15,615 December 28, 2020 $46,845 0.00609 $0.068 2,564,039 2,344,407 $15,615 January 6, 2021 $31,230 0.00609 $0.068 5,128,079 4,668,814 $31,230 Total 11,006,157 10,086,374 $75,000 EMA Financial warrant issued on January 17, 2020: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment September 8, 2020 $375,000 0.00812 $17.00 2,400,002 2,398,856 $19,488 September 14, 2020 $355,512 0.00812 $17.00 2,950,000 2,948,951 $23,954 September 22, 2020 $331,558 0.00812 $10.00 3,400,000 3,397,239 $27,608 September 25, 2020 $303,950 0.00812 $10.00 3,600,000 3,597,077 $29,232 October 1, 2020 $274,718 0.00812 $10.00 4,150,000 4,146,630 $33,698 October 12, 2020 $241,020 0.00812 $6.50 4,600,000 4,594,254 $37,352 October 19, 2020 $203,668 0.00812 $6.50 4,800,000 4,794,004 $38,976 October 29, 2020 $164,692 0.00812 $2.02 5,200,000 5,179,097 $42,224 November 5, 2020 $122,468 0.00812 $0.60 5,500,000 5,425,567 $44,660 November 11, 2020 $77,808 0.00812 $0.43 5,700,000 5,592,363 $46,284 November 20, 2020 $31,524 0.00812 $0.30 3,882,264 3,777,184 $31,524 Total 46,182,266 45,851,222 $375,000 If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the formula of X = Y (A-B)/A, where X, Y, A, B are as below. X = the number of Warrant Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). The exercise prices for all the warrants are subject to anti-dilution adjustments. If the Company issues common stocks under a purchase agreement, issue options, or convert notes to common stocks at a lower price than the warrant exercise prices while the warrants are still outstanding, such lower price is the base price that the warrant exercise price can be reduced to. As such, the Holder will receive additional warrant shares to keep the same warrant value as the original issuance before the exercise price is adjusted down. A summary of the status of the Company’s warrants as of August 31, 2021 is presented below. The number of shares is adjusted in accordance with the anti-dilution adjustment and equals the original number of warrant shares times the original exercise prices divided by based prices. Base price is either the note conversion price or the share issuance price used by the Company while the warrants are outstanding. Number of warrants Original shares issued Anti-dilution Adjusted Warrants as of August 31, 2020 793,920 68,163,661 Warrants granted — — Exercised, forfeited or expired ( 793,920 ) ( 68,163,661) Outstanding as of August 31, 2021 — — Exercisable as of August 31, 2021 — — (1). Exercise price is reduced to the latest base price. Base price is either the note conversion price or the share issuance price, which the Company used while the warrants were outstanding. (2). The number of shares is adjusted in accordance with the anti-dilution clause per the warrant agreement and equals the original number of warrant shares times the original exercise prices divided by base price. |
NOTE 11 _ FAIR VALUE MEASUREMEN
NOTE 11 – FAIR VALUE MEASUREMENTS | 12 Months Ended |
Aug. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
NOTE 11 – FAIR VALUE MEASUREMENTS | NOTE 11 – FAIR VALUE MEASUREMENTS The Company applies ASC 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Derivative liabilities of conversion features in convertible notes are classified within Level 3. We estimate the fair values of these liabilities at August 31, 2021 by using Monte Carlo simulation based on the remaining contractual terms, risk-free interest rates, and expected volatility of the stock prices, etc. The assumptions used, including the market value of stock prices in the future and the expected volatilities, were subjective unobservable inputs. Liabilities measured at fair value on a recurring basis as of August 31, 2021 are summarized below: Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at August 31, 2021 Derivative liabilities $ — $ — $ — $ — Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,321 Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Decrease from note prepayment (45,490) Fair value at August 31, 2021 — |
NOTE 12_ RELATED PARTY TRANSACT
NOTE 12– RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 12– RELATED PARTY TRANSACTIONS | NOTE 12– RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of August 31, 2021 and August 31, 2020, there are no such related party transactions. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January, 2020. For the years ended August 31, 2021 and 2020, the Company recognized revenue of $0 $141,143 $1,439 $87,581 In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) The Company pays Youall Perform Services Ltd. 10% $128,000 $108,800 $128,000 $108,800 $19,200 $19,200 The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”) 100% owned by the Chief Executive Officer Chiyuan Deng. The agreement is for a term of 5 years June 1, 2017 $500,000 20% $25,600 $61,440 The Company rented an office from ZESTV STUDIOS LIMITED, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng. On December 1, 2020, the Company entered an agreement with ZESTV STUDIOS LIMITED to grant ZESTV STUIDIOS LIMITED the distribution right for the movie “Love over the world” and charge ZESTV STUIDIOS LIMITED movie royalties. The Company’s royalties revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although ZESTV STUDIOS LIMITED has paid royalties revenue to the Company, ZESTV STUDIOS LIMITED failed to collect cash from Hua Xia. The Company will refund ZESTV STUDIOS LIMITED the movie royalties. As of August 31, 2021, the Company incurred related party payable of $16,512 for the office rent and $916,922 of refund for the movie royalties revenue net of the movie distribution commission fee to ZESTV STUDIOS LIMITED. On August 29, 2020, the Company entered into a Separation Agreement and Release with each of Jianli Deng, Lijun Yu and Linqing Ye. Pursuant to the agreements, Mr. Deng resigned as Secretary and Treasurer, Ms. Yu resigned as Chief Marketing Officer and Mr. Ye resigned as Chief Operating Officer. Mr. Deng will remain on as a member of our board of directors. The Separation and Release Agreement cancelled the employment agreements for each of Messrs. Deng, Yu and Ye, and provided them each an indebtedness payment within five (5) business days of the agreements. Mr. Deng will receive $110,000 $110,000 $120,000 130,556 147,222 147,222 On September 11, 2020, we entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 100,000 $0.001 During the year ended August 31, 2021, the Company paid the Chief Executive Officer $180,000 $50,000 $30,100 $25,000 $55,685 $7,527 $169,768 $15,000 |
NOTE 13 _ STOCKHOLDERS_ EQUITY
NOTE 13 – STOCKHOLDERS’ EQUITY | 12 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
NOTE 13 – STOCKHOLDERS’ EQUITY | NOTE 13 – STOCKHOLDERS’ EQUITY The Company has 226,589,735 46,661,417 559 520 100,000 0 20,000 0 The Company has the following equity activities during the year ended August 31, 2021: Common shares • The Company issued 19,000,000 $0.0140 4,000,000 $0.0715 • The Company issued 25,406,238 • The Company issued 56,407,922 • 261,111 • The Company issued 31,646,633 $0.015312 $0.014256 $0.01452 $0.077528 $0.09856 $0.11 $0.0715 $0.0563 $0.0528 $0.04875 $0.05764 $0.0344 • As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer. • The Company issued 24,528,637 of common shares from preferred shares series C & D conversion. • The Company issued 17,700,000 shares of stock for consulting services. Preferred shares The Company authorized 10,000,000 $0.001 100,000 $0.001 20,000 $16 280,025 7,140,360 798 17,388,277 Based upon the Series C Preferred Share purchase agreement, each share of Series C Preferred Stock carries an annual dividend in the amount of 12.0% of the Stated Value (the “Dividend Rate”). Which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to 22.0%. As of August 31, 2021, the Company has dividend expense of $16,801 $0 Based upon the Series D Preferred Share purchase agreement, each share of Series D Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 8.0% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). As of August 31, 2021, the Company has dividend expense of $9,034 $1,834 Warrant shares • The Company canceled 9,720 warrant shares with Crown Bridge and 4,200 warrant shares with Armanda Partners in November, 2020. • Peak One Opportunities exercised the remaining 10% of the 10,000 750,000 • EMA Financial exercised all 30,000 |
NOTE 14 _ INCOME TAXES
NOTE 14 – INCOME TAXES | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 14 – INCOME TAXES | NOTE 14 – INCOME TAXES On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act. The Company’s financial statements for the year ended August 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% 21% Components of net deferred tax assets, including a valuation allowance, are as follows as of August 31, 2021 and August 31, 2020: August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $871,681 $447,765 Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended August 31, 2021 and August 31, 2020: Years ended August 31, 2021 2020 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % The Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject to a tax rate of 16.5% During the years ended August 31, 2021 and August 31, 2020, the Company and its subsidiary have incurred a consolidated loss of $( 3,608,097 1,523,071 |
NOTE 15 _ CONCENTRATION RISK
NOTE 15 – CONCENTRATION RISK | 12 Months Ended |
Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
NOTE 15 – CONCENTRATION RISK | NOTE 15 – CONCENTRATION RISK 89% 69% 100% |
NOTE 16 _ COMMITMENTS AND CONTI
NOTE 16 – COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 16 – COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Operating lease As of August 31, 2021, the Company leases office premises in Hong Kong, an office in New York city, and an office in Singapore under non-cancelable operating lease agreements with an option to renew these leases. On November 22, 2020, the Company closed down a display store and terminated its lease, which has an original term from February 23, 2019 to February 22, 2022, as a result of the COVID-19 impact and uncertainties of the economy in Hong Kong. The cash lease expense for the years ended August 31, 2021 and August 31, 2020 was $92,981 $79,488 $48,822 $48,822 In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $94,570 As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ ( 596 Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 17 _ SUBSEQUENT EVENTS
NOTE 17 – SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
NOTE 17 – SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2021 to the date these financial statements were issued. Covid-19 impact: In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in the U.S. and international markets. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. It is too early to quantify the impact this situation will have on company revenue and profits at this time. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of supplies used in operations, etc. Accordingly, Management is evaluating the Company’s liquidity position, reduction in revenues, and reviewing the analysis of the Company’s financial performance as the Company seeks to withstand the uncertainty related to the coronavirus. As no large-crowd gathering has been allowed since the outbreak of COVID-19, the Company has not generated any revenue from the Ai Bian Quan Qiu performance matching platform. Consequently, the Company has decided to impair all of the intangible asset carrying value related to the Ai Bian Quan Qiu performance matching platform and its Wechat official account, given that it is uncertain whether this platform will continue generating any revenue. Subsequent cash receipt for Put share issuance: On September 4, 2021, the Company received the subscription receivable from Peak One Opportunity Fund LP for issuing 3,000,000 Put shares at $0.0344 per share on August 16, 2021. Issue of Series C Preferred Stock: On September 3, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor Geneva Roth Remark Holdings, Inc. (the “Investor”), whereby Investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $203,500 (the “Purchase Price”). The closing occurred on September 3, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $184,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. On October 21, under another Purchase Agreement with the Investor, whereby Investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $85,450 (the “Purchase Price”). The closing occurred on October 22, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $75,390. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Issue of Series D Preferred Stock: For the Securities Purchase Agreement dated March 10, 2021 entered between the Company and the accredited investor GHS Investments, LLC (the “Investor”), the Company will issue up to 5,075 shares of Series D Convertible Preferred Stock of the Company (the “Series D Preferred Stock”) to GHS Investments, LLC with a purchase price of $1,000 per share. On September 6, 2021 and October 5, 2021, the Company issued 73 and 37 shares of series D preferred stock to the investor, respectively. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $67,160 and $34,040, respectively. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Open a Movie Theater in New York City: In October 2021, the Company entered into a five- year lease with Martabano Realty Corp (hereinafter referred to as "Landlord") for the "The Mt. Kisco Theatre” located at 144 Main Street, Mount Kisco, New York. The property under the lease consists of approximately 8,375 squares to be used and occupied by the Company as a movie theater. The fixed minimum annual base rent for each year of the five-year lease term is $83,750, $83,750, $159,125, $163,899, and $168,816. NFT Film and Music Market (NFT MMM) Development and Maintenance Contract: The Company has entered into a contract with STAREASTnet to develop a decentralized application based on the NFT (Non-Fungible Token) for a movie and music marketplace with the option to buy physical, digital download or both, in one place. The digital copyrights of movies and music are generalized through NFTs, whose smart contracts facilitate the verifications of digital copyrights saved on the blockchain. The Company will hold 100% stake of STAREASTnet NFT Movies and Music Marketplace (NFT MMM). Officer Resignation: Brandy Gao resigned as Chief Financial Officer of the Company since the term of her contract with the Company ended on December 31, 2021. Cancellation of Acquiring a Movie Copyright: The Company acquired a movie copyright of “Too Simple” from Guang Dong Honor Pictures Ltd in July 2021 at a price of $1,271,680, which was to be paid in installments. As of August 31, 2021, $644,785 was paid and recorded in long-term prepayment. On December 31, 2021, the Company entered into a termination contract with Guang Dong Honor Pictures Ltd to cancel the purchase of this movie copyright and will receive a full refund before May 31, 2022. Therefore, the Company has reclassified $644,785 from long-term prepayment to other receivable on the balance sheet. Change in Outstanding Common Shares: As of December 31, 2021, the Company had 237,297,700 shares of common stock outstanding. The approximate 10.7 million increase from 226,589,735 shares outstanding at August 31, 2021 is primarily attributed to 7.3 million Put shares issued to Peak One Opportunity Fund LP and 3.2 million common shares converted from preferred shares series D. None. Item 9A. Controls and Procedures Disclosure Controls and Procedures As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being August 31, 2021. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2021 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of August 31, 2021, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending August 31, 2022: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Remediation of Material Weakness We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the year ended August 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Internal Controls Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance Our current executive officer and director is as follows: Name Age Position Chiyuan Deng 58 Chief Executive Officer, Principal Executive Officer and Director Brandy Gao 38 Chief Financial Officer, Resigned on December 31, 2021 Vella Deng 50 Chief Financial Officer, Appointed on December 31, 2021 Jimmy Chue 65 Chief Investment Officer Ruiyu Guan 53 Director Ho Fai Lam 65 Director Chiyuan Deng Mr. Deng is an investor, producer, and director of Chinese films. He has worked as Vice Chairman of the Guangdong Province Film and TV Production Industry Association and Vice Secretary General of the China City Image Project Advancement Committee. He has extensive investment and management experience in China, including in the areas of corporate development and business investment activities. Mr. Deng graduated from Guangzhou Broadcast TV University in 1987. Mr. Deng is Jianli Deng’s father. Mr. Deng does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. We have chosen Mr. Deng as our director because of his experience in the movie production business. Brandy Gao Ms. Gao has more than 13 years of professional service experience in a variety of industries including software, media, telecommunications, FinTech, pharmaceuticals, biotech, healthcare, financial services, real estate, manufacturing, and retail. She played leadership roles at PwC and KPMG before becoming the CFO of the Company. Ms. Gao does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. On December 31, 2021, Brandy Gao resigned as Chief Financial Officer of the Company. The term of her contract with the Company ended on the last day of 2021. Vella Deng Ms Deng has approximately 20 years’ experiences in accounting and financial management, Ms. Deng was the Director of Accounting at Free Productions Limited in Hong Kong and China before being appointed as the CFO of the Company. Ms. Deng is the sister of Chiyuan Deng, our Chief Executive Officer. Besides Ms Deng, there are no other family relationships between Ms. Deng and any directors or executive officers of the Company. Ms. Deng does not hold and has not had any material direct or indirect interest in any of the Company’s transactions or proposed transactions over the last two years. Ms Deng does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Ho Fai Lam From Jan 2014 to present, Mr. Lam is a director of Gay Giano Company Limited, a company holding patent and trademarks in the fashion industry. Mr. Lam has over 20 years’ experience in treasury management in the banking industry and 10 years of corporate finance experience. Mr. Lam does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Ruiyu Guan From May 2014 to present, Ms. Guan has served as Secretary General of Guangdong Jin Shi Gold L.L.C. in China. Ms Guan does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Jimmy Chue Wall Street career spans for more than three decades. Working with prestiges firms such as Merrill Lynch and Prudential Securities as a senior analysis of operations. Founding Member and CIO of Healthier2gether, Senior Partner at Silver Bear Capital, and Cofounder of a new entity in formation named World Global Partners Inc. Mr. Chue does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Other Significant Employees Other than our executive officer, we do not currently have any significant employees. Term of Office Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements. Family Relationships There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers, aside from Jianli and Chiyuan Deng, who are father and son, Vella and Chiyuan Deng who are sister and brother. Involvement in Certain Legal Proceedings During the past 10 years, none of our current executive officers, nominees for directors, or current directors have been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including: 1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; 2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; 4. Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; 5. Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Audit Committee The Board of Directors has an audit committee to assist the Board of Directors in the execution of its responsibilities. Our audit committee is comprised solely of non-employee, independent directors as defined by NYSE American market listing standards. The Audit Committee was established in October of 2019 and is comprised of Directors Ruiyu Guan and Ho Fai Lam, and is chaired by Director Lam. The Audit Committee approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Audit Committee reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. For the fiscal year ending August 31, 2021, the Audit Committee: 1. Reviewed and discussed the audited financial statements with management, and 2. Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence. Based upon the Audit Committee’s review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended August 31, 2020 to be included in this Annual Report. The Board has determined that Mr. Lam of the Audit Committee qualifies as an audit committee financial expert as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Compliance with Section 16(a) Of the Exchange Act Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended August 31, 2021, there have been no late reports, failures to file or transactions not timely reported, aside from one transaction not timely reported for Mr. Chiyuan Deng. Code of Ethics We have adopted a Corporate Code of Business Conduct and Ethics and Financial Code of Ethics. These are attached as exhibits to our Annual Report for the year ended August 31, 2019. Item 11. Executive Compensation The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended August 31, 2021 and 2020. SUMMARY COMPENSATION TABLE Name and principal position Year Salary($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Chiyuan Deng President, CEO, and Director 2021 2020 180,000 __ 50,000 30,100 100,000 0 0 0 0 0 0 9,000 9,000 269,100 109,000 Brandy Gao C FO, resigned in December 2021 2021 2020 25,000 15,000 0 0 0 145 0 0 0 0 0 0 0 0 25,000 15,145 Jimmy Chue Chief Investment Officer 2021 55,685 0 7,527 0 0 0 0 63,212 Linqing Ye Former COO 2021 2020 __ 0 0 0 0 9,667 0 0 0 0 0 0 0 120,000 __ 129,667 Jianli Deng Former Secretary, Treasurer and Director 2021 2020 0 __ 0 0 0 50,000 0 0 0 0 0 0 0 119,000 __ 169,000 Lijun Yu Former Chief Marketing Officer 2021 2020 0 0 0 0 0 9,667 0 0 0 0 0 0 0 110,000 __ 119,667 On July 30, 2018, we entered into an employment agreement with Chiyuan Deng to serve as our President. The agreement is for six years and we issued Mr. Deng 400,000 shares for his services. Under the agreement, Mr. Deng is eligible for a bonus if provided by the board, vacation, medical, insurance and other benefits. On September 11, 2020, we entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock. On February 22, 2021, we entered into an employment agreement with Jimmy Chue to serve as Chief Investment Officer (CIO). The CIO will be compensated with an annual base salary of $78,000, and eligible for a bonus of at least 50% of the annual salary payable in a lump sum at such time as may be determined by the Board of Directors. The Company also issued 500,000 restricted shares of the Company’s common stock, par value $0.001 per share, to the CIO as Restricted Stock Award. On August 29, 2020, we entered into a Separation Agreement and Release with each of Jianli Deng, Lijun Yu and Linqing Ye. Pursuant to the agreements, Mr. Deng resigned as Secretary and Treasurer, Mr. Yu resigned as Chief Marketing Officer and Mr. Ye resigned as Chief Operating Officer. Mr. Deng will remain on as a member of our board of directors. The Separation and Release Agreement cancelled the employment agreements for each of Messrs. Deng, Yu and Ye, and provided them each an indebtedness payment within five (5) business days of the agreements. Mr. Deng will receive $110,000 USD, Miss Yu will receive $110,000 USD and Mr. Ye will receive $120,000 USD. We received a release of all claims from these prior officers. On December 31, 2021, Brandy Gao resigned as Chief Financial Officer of the Company. The term of her contract with the Company ended on the last day of 2021. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Chiyuan Deng - - - - - - - - - Linqing Ye - - - - - - - - - Jianli Deng - - - - - - - - - Lijun Yu - - - - - - - - - Brandy Gao - - - - - - - - - Jimmy Chue - - - - - - - - - Director Compensation On September 29, 2020, our board of directors approved a change in director compensation from shares to cash compensation. For the year 2019-2020, the Board of Directors hereby approves of the payment of US$9,000 as the fee for each Director. For the year 2020-2021, the Board of Directors hereby approves of the payment of US$9,000 as the fee for each Director. The following table sets forth, as of November 11, 2021 information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group: Name and Address of Common Stock Series A Series B Number of Shares Owned Percent of Class(1)(2) Number of Shares Owned Percent of Class(1)(2) Number of Shares Owned Percent of Class(1)(2) Chiyuan Deng(3) 6,312,733 2.87% 100,000 100% 20,000 100% Brandy Gao 2,000 * — — — — Jimmy Chue 500,000 * — — — — Ho Fai Lam — — — — — — Ruiyu Guan — — — — — — All Directors and Executive Officers as a Group (3 persons) 6,814,733 3.1% 100,000 100% 20,000 100% 5% Holders — — — — * Less than 1% (1) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity. (2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 235,950,399 shares of common stock issued and outstanding and 100,000 shares of Series A Preferred Stock as of November 30, 2021. (3) Includes 2,020,400 shares and 100,000 shares that may be acquired within 60 days on conversion of the 100,000 shares of Series A Preferred Stock Except as provided in “Description of Business” and “Executive Compensation” set forth above, for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January, 2020. For the years ended August 31, 2021 and 2020, the Company recognized revenue of $0 and $141,143 from this performance matching platform, respectively. The balance of related party receivable from Youall Perform Services Ltd was $1,439 and $87,581 as of August 31, 2021 and 2020, respectively. In September 2019, the company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) The Company pays Youall Perform Services Ltd. 10% of the revenue generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax, tax surcharges, and foreign transaction fee Youall Perform Services Ltd. Has been paying on behalf of the Company. 2) Youall Perform Services Ltd. will provide IT consulting service for “Ai Bian |
NOTE 2 _ SUMMARY OF SIGNIFICA_2
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s year-end is August 31. |
Basis of Consolidation | Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. All intercompany balances and transactions have been eliminated in consolidation. |
Going Concern Uncertainties | Going Concern Uncertainties The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2021, the Company had an accumulated deficit of approximately $6.6 million and a working capital deficit of $228,669. For the year ended August 31, 2021, the Company incurred a net loss of approximately $3.6 million and the net cash used in operations was $5,141,166 These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. |
Foreign Currency Transactions | Foreign Currency Transactions The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. |
Account Receivable | Account Receivable Account receivable consisted of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amount receivable balances are recorded at the invoiced amount and do not bear interest. As the sublicensing agreement with Anyone Picture was terminated in January, 2021, there was no account receivable balance as of August 31, 2021. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No no |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily consist of prepayments of OTC market annual fee. The prepaid balances are amortized when the related expense is incurred. |
Fixed Asset | Fixed Asset Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 7 Appliances 5 |
Leasehold Improvement | Leasehold Improvement Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years |
Intangible Assets | Intangible Assets Intangible assets are stated at the lower of cost or amortized cost or estimated fair value and amortized as follows: ● Movie copyrights and broadcast rights: straight-line method 2 years ● Patent: straight-line method 5 years Amortized costs of the intangible asset are recorded as cost of sales, as the intangible assets are directly related to generation of revenues in the Company. |
Lease property under operating lease | Lease property under operating lease In February 2016, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve financial reporting about leasing transactions. This guidance required organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which included an option to not restate comparative periods in transition. Under this new guidance, a company applies the standard to leases in place as of the date of initial application, records a cumulative-effect adjustment to retained earnings as of the first day of the adoption year, and follows the new rules for all leases entered or modified going forward. The Company adopted this new standard on June 1, 2020 with no retrospective adjustments to prior comparative periods. In accordance with ASC 250-10-45-14, a change in accounting principle made in an interim period shall be reflected as if the entity had adopted the new principle on the first day of the adoption year, which is September 1, 2019 for the Company. As such, the adoption of ASC 842 lease accounting standard has resulted in $196,813 $201,025 |
Impairment of Long-lived asset | Impairment of Long-lived asset The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a Group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Impairment losses are included in the general and administrative expense. There was no impairment loss during the year ended August 31, 2021. For the year ended August 31, 2020, the impairment loss of intangible assets was $125,062 $48,000 $77,062 |
Revenue Recognition | Revenue Recognition The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. |
Accounting for Derivative Instruments | Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. |
Warrants | Warrants Warrants are classified as equity and the proceeds from issuing warrants in conjunction with convertible notes are allocated based on the relative fair values of the base instrument of convertible notes and the warrants by following the guidance of ASC 470-20-25-2 as below: Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This usually results in a discount (or, occasionally, a reduced premium), which shall be accounted for as interest expense under Topic 835 Interest. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At August 31, 2021 and 2020, there were no unrecognized tax benefits. Please see Note 14 for details. |
Value-Added Taxes | Value-Added Taxes The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6% The Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% 12% |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for warrants, options and restricted shares under treasury stock method, and for convertible debts under if-convertible method, if dilutive. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period and excludes all potential common shares if their effects are anti-dilutive. In accordance with the Company’s convertible note agreements, the Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% 60% The number of diluted shares from warrants is the upper limit to which warrants can be converted into common shares and adjusted for anti-dilution clauses. The Company has prepaid all the remaining convertible notes and exercised all the warrants as of August 31, 2021. As such, 0 6,614,769 68,163,661 As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. Effective September 1, 2019, the Company adopted ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
NOTE 2 _ SUMMARY OF SIGNIFICA_3
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life | Estimated Useful Life Furniture 7 Appliances 5 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Diluted Shares (Details | As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 |
NOTE 5 _ FIXED ASSETS AND LEA_2
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - FIXED ASSETS ANDLEASEHOLD IMPROVEMENTS - Leasehold Improvement | August 31, 2021 August 31, 2020 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 20,974 Total cost 172,278 167,278 Accumulated depreciation ( 118,573 ) ( 65,525 Property and equipment, net $ 53,705 $ 101,753 |
NOTE 6 _ INTANGIBLE ASSETS (Tab
NOTE 6 – INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 6 - INTANGIBLE ASSETS | August 31, August 31, 2021 2020 Patent $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 - Sitcom copyrights - Chujian 640,000 - Movie copyrights - Huafeng 422,400 - Movie copyrights - Our treasures 936,960 - Movie and TV series broadcast rights 2,439,840 - Total cost 5,792,533 500,000 Less: Accumulated amortization (1,793,728) (325,000) Intangible asset, net $ 3,998,805 $ 175,000 |
NOTE 6 - INTANGIBLE ASSETS - Estimated Amortization Expense | Year ending August 31, Amortization expense 2022 $ 2,721,267 2023 $ 1,277,538 |
NOTE 7 _ RIGHTS-TO-USE OPERAT_2
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Transfers and Servicing [Abstract] | |
NOTE 7 - RIGHTS-TO-USE OPERATING LEASE ASSETS, NET - Rights-to-use Lease Assets | August 31, 2021 August 31, 2020 Right-to-use gross asset $ 223,237 $ 228,510 Less: accumulated amortization ( 175,410 ) ( 102,156 Right-to-use asset, net $ 47,827 $ 126,354 |
NOTE 9 _ CONVERTIBLE NOTES (Tab
NOTE 9 – CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | Counterparties Issuance date Maturity date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) EMA Financial November 18, 2019 August 18, 2020 $ 75,000 $ 68,500 $ 6,500 $ 3,763 $ 64,737 Peak One Opportunity December 9, 2019 December 9, 2022 $ 85,000 $ 76,500 $ 8,500 $ 11,188 $ 65,312 Crown Bridge (Tranche I) January 8, 2020 January 8, 2021 $ 40,500 $ 36,500 $ 4,000 $ 1,508 $ 34,992 Auctus Fund Note December 31, 2019 September 30, 2020 $ 75,000 $ 75,000 $ - $ 15,658 $ 59,342 East Capital February 13, 2020 February 13, 2021 $ 50,000 $ 50,000 $ - $ 6,508 $ 43,492 Fidelis Capital February 19, 2020 February 19, 2021 $ 50,000 $ 50,000 $ - $ 6,513 $ 43,487 Armada Partners March 12, 2020 March 12, 2021 $ 38,500 $ 35,000 $ 3,500 $ 2,008 $ 32,992 EMA Financial July 17, 2020 July 17, 2021 $ 50,000 $ 47,500 $ 2,500 $ 4,513 $ 42,987 Crown Bridge (Tranche II) July 23, 2020 July 23, 2021 $ 40,500 $ 36,500 $ 4,000 $ 2,208 $ 34,292 Power Up Lending (Tranche I) July 24, 2020 July 24, 2021 $ 130,000 $ 130,000 $ - $ 13,921 $ 116,079 Power Up Lending (Tranche II) August 18, 2020 August 18, 2021 $ 63,000 $ 63,000 $ - $ 8,061 $ 54,939 $ 697,500 $ 668,500 $ 29,000 $ 75,849 $ 592,651 The below table summarizes all the convertible notes issued during the year ended August 31, 2021. Counterparties Issuance date Maturity Date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) Jefferson Street Capital September 1,2020 September 1, 2021 82,500 75,000 7,500 6,051 68,949 FirstFire Global September 1,2020 June 1, 2021 75,000 71,250 3,750 9,752 61,498 Power Up Lending October 8, 2020 October 8, 2021 55,000 55,000 - 7,421 47,579 East Capital October 9, 2020 October 9, 2021 62,700 62,700 - 7,708 54,992 $ 275,200 $ 263,950 $ 11,250 $ 30,932 $ 233,018 |
NOTE 9 - CONVERTIBLE NOTES PAYABLE - Derivative Liability | Balance, August 31, 2020 $ 438,921 Issuance of Convertible Note Principal $ 275,200 Issuance of MFN Principal $ 15,000 Discount on Note issuance, net of amortization $ 75,075 Accrued interest expense $ 24,562 Converted Note Principal $ ( 166,464 Converted accrued and unpaid interest $ ( 8,538 Prepayment of Note Principal $ ( 559,782 Paid interest expense $ ( 29,390 Change in fair value of Derivative liability $ ( 64,584 Balance, August 31, 2021 $ — |
[custom:ScheduleOfPrepaidConvertibleNotes] | Convertible Notes Beginning Principal after Note Conversion Total Interest Accrued Paid Date Paid Principal Paid Interest Principal balance Outstanding Payment amount Loss from prepaid convertible note Crown Bridge (Tranche I) 1,082 2,641 12/9/20 ( 1,082 ( 2,641 - - - Crown Bridge (Tranche II) 40,500 1,545 12/9/20 ( 40,500 ( 1,545 - 72,500 1 ( 26,732 1 EMA Financial 50,000 1,990 12/9/20 ( 50,000 ( 1,990 - 72,800 ( 20,810 Power Up Lending 130,000 6,491 1/22/21 ( 130,000 ( 6,491 - 190,925 ( 54,434 Power Up Lending 63,000 3,042 2/10/21 ( 63,000 ( 3,042 - 92,380 ( 26,338 East Capital 62,700 3,114 4/7/21 ( 62,700 ( 3,114 - 87,467 ( 21,652 Power Up Lending 55,000 2,746 4/7/21 ( 55,000 ( 2,746 - 80,797 ( 23,051 Jefferson Street 82,500 4,097 3/1/21 ( 82,500 ( 4,097 - 116,975 ( 30,378 FirstFire Global 75,000 3,724 3/1/21 ( 75,000 ( 3,724 - 108,125 ( 29,401 Total 559,782 29,390 - ( 559,782 ( 29,390 - 821,969 ( 232,796 1. The Holders converted convertible notes to common shares during the year ended August 31, 2021 as below: EMA Financial: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 |
Schedule of Debt Conversions [Table Text Block] | Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 |
[custom:ScheduleOfDebtConversionsContinuedTextBlock] | Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 26,600 13,300 250 — 13,550 — 13,300 $ 0.01020 1,328,431 September 25, 2020 13,300 13,300 129 — 13,429 — — $ 0.00960 1,398,854 Total 26,600 379 — 26,979 — 2,727,285 Fidelis Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 41,000 25,671 — — 25,671 — 15,329 $ 0.01218 2,107,648 September 9, 2020 15,329 15,329 2,605 — 17,934 — — $ 0.01020 1,758,257 Total 41,000 2,605 — 43,605 — 3,865,905 Armada Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 25, 2020 25,500 13,000 213 — 13,213 500 12,500 $ 0.01020 1,344,363 October 6, 2020 12,500 12,500 38 — 12,538 500 — $ 0.00960 1,358,145 Total 25,500 251 — 25,751 1,000 2,702,508 Crown Bridge (Tranche I): Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 20,867 6,400 — — 6,400 1,250 14,467 $ 0.00765 1,000,000 September 22, 2020 14,467 5,635 — — 5,635 1,250 8,832 $ 0.00765 900,000 October 1, 2020 8,832 7,750 — — 7,750 1,250 1,082 $ 0.00720 1,250,000 Total 19,785 — 19,785 3,750 3,150,000 |
NOTE 9 - CONVERTIBLE NOTES - Summary of Converted and Prepaid Convertible Notes | Sr. No. Note Total convertible note issued Total principal converted as of 08/31/2020 Total principal converted as of 11/30/2020 Total principal paid off as of 2/28/2021 Total principal paid off as of 8/31/2021 Principal balance Outstanding as of 8/31/2021 1 EMA Financial 90,000 ( 84,716 ( 5,285 - - - 2 Peak One Opportunity 85,000 ( 85,000 - - - - 3 Auctus Fund Note 90,000 ( 41,705 ( 48,295 - - - 4 Crown Bridge (Tranche I) 40,500 ( 19,633 ( 19,785 ( 1,082 - - 5 East Capital 50,000 ( 23,400 ( 26,600 - - - 6 Fidelis Capital 50,000 ( 9,000 ( 41,000 - - - 7 Armada Partners 38,500 ( 13,000 ( 25,500 - 8 Crown Bridge (Tranche II) 40,500 - ( 40,500 - - 9 EMA Financial (Issue Date: 7.17.2020) 50,000 - - ( 50,000 - - 10 Power Up Lending (Issue Date: 07.24.2020) 130,000 - - ( 130,000 - 11 Power Up Lending (Issue Date: 08.18.2020) 63,000 - - ( 63,000 - - 12 East Capital (Issue Date: 10.09.2020) 62,700 - - - ( 62,700 - 13 Power Up Lending (Issue Date: 10.08.2020) 55,000 - - - ( 55,000 - 14 Jefferson Street (Issue Date: 09.01.2020) 82,500 - - - ( 82,500 - 15 FirstFire Global (Issue Date: 09.01.2020) 75,000 - - - ( 75,000 - Total 1,002,700 ( 276,454 ( 166,464 ( 284,582 ( 275,200 - |
NOTE 10 _ WARRANTS (Tables)
NOTE 10 – WARRANTS (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Note 10 Warrants | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Mkt Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment July 20, 2020 $100,000 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 21, 2020 $92,489 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 23, 2020 $84,979 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 29, 2020 $77,468 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 4, 2020 $69,957 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 11, 2020 $62,446 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 21, 2020 $47,425 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 25, 2020 $32,403 $ 0.0205 $ 21.00 500,489 500,000 $10,260 August 31, 2020 $22,143 $ 0.0205 $ 21.00 500,489 500,000 $10,260 September 9, 2020 $11,883 $ 0.0205 $ 21.00 470,786 470,326 $9,651 Total 3,724,984 3,720,326 $ 97,768 Peak One warrant issued on July 30, 2020 Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment October 8, 2020 $75,000 0.01672 $10.00 750,000 748,746 $12,540 December 21, 2020 $62,460 0.00609 $0.068 2,564,039 2,344,407 $15,615 December 28, 2020 $46,845 0.00609 $0.068 2,564,039 2,344,407 $15,615 January 6, 2021 $31,230 0.00609 $0.068 5,128,079 4,668,814 $31,230 Total 11,006,157 10,086,374 $75,000 EMA Financial warrant issued on January 17, 2020: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment September 8, 2020 $375,000 0.00812 $17.00 2,400,002 2,398,856 $19,488 September 14, 2020 $355,512 0.00812 $17.00 2,950,000 2,948,951 $23,954 September 22, 2020 $331,558 0.00812 $10.00 3,400,000 3,397,239 $27,608 September 25, 2020 $303,950 0.00812 $10.00 3,600,000 3,597,077 $29,232 October 1, 2020 $274,718 0.00812 $10.00 4,150,000 4,146,630 $33,698 October 12, 2020 $241,020 0.00812 $6.50 4,600,000 4,594,254 $37,352 October 19, 2020 $203,668 0.00812 $6.50 4,800,000 4,794,004 $38,976 October 29, 2020 $164,692 0.00812 $2.02 5,200,000 5,179,097 $42,224 November 5, 2020 $122,468 0.00812 $0.60 5,500,000 5,425,567 $44,660 November 11, 2020 $77,808 0.00812 $0.43 5,700,000 5,592,363 $46,284 November 20, 2020 $31,524 0.00812 $0.30 3,882,264 3,777,184 $31,524 Total 46,182,266 45,851,222 $375,000 |
NOTE 10 - WARRANTS - Schedule of Warrant Summary | Number of warrants Original shares issued Anti-dilution Adjusted Warrants as of August 31, 2020 793,920 68,163,661 Warrants granted — — Exercised, forfeited or expired ( 793,920 ) ( 68,163,661) Outstanding as of August 31, 2021 — — Exercisable as of August 31, 2021 — — |
NOTE 11 _ FAIR VALUE MEASUREM_2
NOTE 11 – FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
NOTE 11 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at August 31, 2021 Derivative liabilities $ — $ — $ — $ — |
NOTE 11 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary | Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,321 Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Decrease from note prepayment (45,490) Fair value at August 31, 2021 — |
NOTE 14 _ INCOME TAXES (Tables)
NOTE 14 – INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 14 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities | August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 Net deferred tax asset $ — $ — |
NOTE 14 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation | Years ended August 31, 2021 2020 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % |
NOTE 16 _ COMMITMENTS AND CON_2
NOTE 16 – COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 16 - COMMITMENTS AND CONTINGENCIES - Lease Costs | As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ ( 596 Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 1 _ ORGANIZATION AND BUS_2
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Nov. 13, 2020 | Sep. 05, 2018 | Oct. 10, 2017 | Aug. 31, 2019 | Mar. 21, 2018 | Jun. 01, 2017 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 04, 2019 | Jul. 31, 2019 | Dec. 01, 2018 | Jan. 22, 2016 |
Entity incorporation, date of incorporation | Jul. 29, 2013 | |||||||||||
Capital Lease Obligations | $ 500,000 | |||||||||||
Patent License Agreement [Member] | ||||||||||||
Derivative, Term of Contract | 5 years | |||||||||||
[custom:RoyaltyFeeOnProceeds] | 20.00% | |||||||||||
Payments to Acquire Productive Assets | $ 500,000 | |||||||||||
Kryptokiosk Limited [Member] | ||||||||||||
Shares issued for acquisition, shares | 2,400,000 | |||||||||||
Shares issued for acquisition, value | $ 72,000 | |||||||||||
Write off of asset | $ 48,000 | |||||||||||
Patent License Agreement Two [Member] | ||||||||||||
Payment for acquisition | $ 768,000 | |||||||||||
Common shares held | 200,000 | |||||||||||
Remaining balance due on agreement | $ 153,600 | |||||||||||
Sale of investment | $ 857,600 | |||||||||||
Proceeds on sale of investment | 89,538 | |||||||||||
Star Eastnet [Member] | ||||||||||||
Common shares held | 171,000 | |||||||||||
Anyone Pictures Limited [Member] | ||||||||||||
Common shares held | 242,980 | |||||||||||
Sale of investment | $ 422,400 | |||||||||||
Proceeds on sale of investment | $ 59,792 | |||||||||||
Loan Agreement [Member] | ||||||||||||
Term of loan | 1 year | |||||||||||
Loan amount | $ 1,047,040 | |||||||||||
Loan, interest rate | 10.00% | |||||||||||
Interest and Fee Income, Other Loans | $ 70,021 | $ 95,979 | ||||||||||
Loan Agreement 2 [Member] | ||||||||||||
Loan amount | $ 1,049,600 | |||||||||||
Loan, interest rate | 10.00% | |||||||||||
Former Sole Officer [Member] | ||||||||||||
Ownership interest sold by former officer | 83.00% |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | 12 Months Ended |
Aug. 31, 2021 | |
Total Cost | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of fixed asset | 7 years |
Appliances [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of fixed asset | 5 years |
Copyrights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization method | straight-line method |
Estimated useful life of intangible asset | 2 years |
Patent [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization method | straight-line method |
Estimated useful life of intangible asset | 5 years |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Diluted Shares (Details - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Accounting Policies [Abstract] | ||
Warrants | 68,163,661 | |
Convertible notes | $ 0 | $ 6,614,769 |
NOTE 2 _ SUMMARY OF SIGNIFICA_4
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | Sep. 01, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Net Cash Provided by (Used in) Operating Activities | $ 5,141,166 | $ 1,263,370 | |||
Bad debt expense | 0 | ||||
Write offs for bad debt | $ 0 | 0 | |||
Lessor, Direct Financing Lease, Term of Contract | 3 years | ||||
Lease liabilities | $ 48,226 | 73,664 | $ 196,813 | ||
Right of Use Lease Assets, net | 47,827 | 126,354 | $ 201,025 | ||
Impairment loss of intangible assets | 125,062 | ||||
Value-added tax rate | $ 6 | ||||
Surcharge on value added tax rate | $ 12 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% or 60% of the lowest trading price during the 10 or 20 days prior to the day that the Holder requests conversion. 55% is applicable to EMA Financial whereas 60% applies for the other counterparties. The lowest trading price during 10 days prior to conversion is applicable to East Capital and Fidelis Capital, whereas the other counterparties utilize the lowest trading price during the preceding 20 days. The number of diluted shares from convertible notes is calculated with the assumption of converting all the outstanding principal balance and unpaid interest expense to common shares at the beginning of the period or at the time of issuance, if later | ||||
Potentially dillutive convertible notes issued and outstanding | $ 0 | $ 6,614,769 | |||
Potentially dilutive warrants issued and outstanding | 68,163,661 | ||||
P R C [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Value-added tax rate | $ 6 | ||||
Kryptokiosk Limited [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Intellectual assets acquired | $ 48,000 | ||||
Ai Bian Quan Qiu [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Intellectual assets acquired | $ 77,062 | ||||
Anyone Pictures Limited [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. | ||||
Organization And Business Operations [Table] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Conversion price | $ 55 | ||||
Organization And Business Operations [Table] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Conversion price | $ 60 |
NOTE 3 _PREPAID EXPENSES (Detai
NOTE 3 –PREPAID EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Prepaid expense | $ 13,566 | $ 11,024 |
Prepaid expenses to third parties | 2,542 | $ (10,946) |
O T C Markets [Member] | ||
Prepaid expenses to third parties | $ 12,833 |
NOTE 4 _ SUBSCRIPTION RECEIVA_2
NOTE 4 – SUBSCRIPTION RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Financing Receivable, after Allowance for Credit Loss | $ 87,239 | $ 61,500 |
Put Shares [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 3,000,000 | 3,000,000,000,000 |
Shares Issued, Price Per Share | $ 0.015312 | $ 20,500 |
NOTE 5 - FIXED ASSETS ANDLEASEH
NOTE 5 - FIXED ASSETS ANDLEASEHOLD IMPROVEMENTS - Leasehold Improvement (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | $ 36,577 | $ 85,345 |
Property and equipment, net | 17,128 | 16,408 |
Renovation Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvement | 146,304 | 146,304 |
Appliances and furniture | 25,974 | 20,974 |
Total cost | 172,278 | 167,278 |
Accumulated depreciation | 118,573 | 65,525 |
Property and equipment, net | $ 53,705 | $ 101,753 |
NOTE 5 _ FIXED ASSETS AND LEA_3
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated depreciation | $ 53,048 | $ 52,446 |
Total Cost | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of fixed asset | 7 years | |
Appliances [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of fixed asset | 5 years |
NOTE 6 - INTANGIBLE ASSETS (Det
NOTE 6 - INTANGIBLE ASSETS (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 5,792,533 | $ 500,000 |
Less: Accumulated amortization | 1,793,728 | 325,000 |
Intangible asset, net | 3,998,805 | 175,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 500,000 | 500,000 |
Movie Copyright Love Over World [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 853,333 | |
Movie Copyright Chujian [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 640,000 | |
Movie Copyright Huafeng [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 422,400 | |
Movie Copyright Our Treasures [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 936,960 | |
Movie And T V Broadcast [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,439,840 |
NOTE 6 - INTANGIBLE ASSETS - Es
NOTE 6 - INTANGIBLE ASSETS - Estimated Amortization Expense (Details) | Aug. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | $ 2,721,267 |
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | $ 1,277,538 |
NOTE 6 _ INTANGIBLE ASSETS (Det
NOTE 6 – INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 113,731 | $ 1,468,728 | $ 113,731 |
NOTE 7 - RIGHTS-TO-USE OPERATIN
NOTE 7 - RIGHTS-TO-USE OPERATING LEASE ASSETS, NET - Rights-to-use Lease Assets (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Sep. 01, 2019 | |
Transfers and Servicing [Abstract] | |||
Leased properties under operating leases | $ 223,237 | $ 228,510 | |
Less: accumulated amortization | 175,410 | 102,156 | |
Right-to-use asset, net | $ 47,827 | $ 126,354 | $ 201,025 |
NOTE 8 _ LONG-TERM PREPAYMENT (
NOTE 8 – LONG-TERM PREPAYMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Sep. 30, 2019 | Nov. 30, 2019 | Aug. 31, 2021 | Aug. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Impairment of Tangible Assets, Other Descriptors | “Ai Bian Quan Qiu” platform has not generated any revenue since mid-January, 2020, the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 FY2020 and the remaining 20% intangible asset in Q4 FY2020 | ||||
Research and Development Expense | $ 108,800 | ||||
Long-term prepayment | 761,600 | $ 1,742,080 | |||
Guangzhou Yuezhi Computer [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Software upgrade agreement | $ 128,000 | ||||
Long-term prepayment for upgrade | $ 108,800 | $ 108,800 | |||
Research and Development Expense | $ 108,800 | ||||
Prepaid Expenses | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Long-term prepayment | 761,600 | ||||
Lushang Copyright [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Movie copyright acquisition cost | $ 256,000 | ||||
Pre-payments made for movie copyrights | 256,000 | ||||
Qi Qing Kuai Che Copyright Online [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Movie copyright acquisition cost | 115,200 | ||||
Qi Qing Kuai Che Copyright Full Rights [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Movie copyright acquisition cost | 908,800 | ||||
Qi Qing Kuai Che Copyright [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Long-term prepayment | 505,600 | ||||
Movie copyright acquisition cost | $ 1,024,000 | ||||
Pre-payments made for movie copyrights | $ 505,600 |
NOTE 9 - CONVERTIBLE NOTES - Su
NOTE 9 - CONVERTIBLE NOTES - Summary of Convertible Notes (Details) - USD ($) | Oct. 09, 2020 | Oct. 08, 2020 | Mar. 12, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Aug. 31, 2020 | Aug. 18, 2020 | Jul. 17, 2020 | Feb. 19, 2020 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 18, 2021 | Jul. 24, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Dec. 09, 2020 | Nov. 18, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Nov. 18, 2019 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible note, principal amount | $ 697,500 | $ 697,500 | |||||||||||||||||||||||||
Convertible note, purchase price | 668,500 | 263,950 | 668,500 | ||||||||||||||||||||||||
Discount on note issuance | $ 29,000 | 11,250 | 29,000 | ||||||||||||||||||||||||
Note issuance cost | 30,932 | 75,849 | |||||||||||||||||||||||||
Proceeds from convertible note | 233,018 | $ 592,651 | |||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Dec. 9, 2019 | ||||||||||||||||||||||||||
Convertible note, maturity date | Dec. 9, 2020 | Dec. 9, 2022 | |||||||||||||||||||||||||
Note issuance cost | $ 11,188 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 211,500 | $ 65,312 | |||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Nov. 18, 2019 | ||||||||||||||||||||||||||
Convertible note, maturity date | Aug. 18, 2020 | Aug. 18, 2020 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 68,500 | ||||||||||||||||||||||||||
Discount on note issuance | $ 6,500 | ||||||||||||||||||||||||||
Note issuance cost | $ 3,763 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 228,333 | $ 64,737 | |||||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible note, principal amount | $ 235,000 | $ 85,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 76,500 | ||||||||||||||||||||||||||
Discount on note issuance | $ 8,500 | ||||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Jan. 8, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Jan. 8, 2021 | Jan. 8, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 121,500 | $ 40,500 | |||||||||||||||||||||||||
Convertible note, purchase price | 36,500 | ||||||||||||||||||||||||||
Discount on note issuance | $ 4,000 | ||||||||||||||||||||||||||
Note issuance cost | $ 1,508 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 109,500 | $ 34,992 | |||||||||||||||||||||||||
Auctus Fund [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Dec. 31, 2019 | ||||||||||||||||||||||||||
Convertible note, maturity date | Sep. 30, 2020 | ||||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | ||||||||||||||||||||||||||
Convertible note, purchase price | 75,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 15,658 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 59,342 | ||||||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Feb. 13, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Feb. 13, 2021 | Feb. 13, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 50,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 6,508 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 43,492 | ||||||||||||||||||||||||||
Fidelis Capital [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Feb. 19, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Feb. 19, 2021 | Feb. 19, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 50,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 6,513 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 43,487 | ||||||||||||||||||||||||||
Armada Capital Partners L L C [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Mar. 12, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Mar. 12, 2021 | Mar. 12, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||||
Convertible note, purchase price | 35,000 | ||||||||||||||||||||||||||
Discount on note issuance | $ 3,500 | ||||||||||||||||||||||||||
Note issuance cost | $ 2,008 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 32,992 | ||||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Jul. 17, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Jul. 17, 2021 | Jul. 17, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 47,500 | ||||||||||||||||||||||||||
Discount on note issuance | $ 2,500 | ||||||||||||||||||||||||||
Note issuance cost | $ 4,513 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 42,987 | ||||||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Jul. 23, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Jul. 23, 2021 | ||||||||||||||||||||||||||
Convertible note, principal amount | $ 40,500 | ||||||||||||||||||||||||||
Convertible note, purchase price | 36,500 | ||||||||||||||||||||||||||
Discount on note issuance | $ 4,000 | ||||||||||||||||||||||||||
Note issuance cost | $ 2,208 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 34,292 | ||||||||||||||||||||||||||
Power Up Lending One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Jul. 24, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Jul. 24, 2021 | ||||||||||||||||||||||||||
Convertible note, principal amount | $ 130,000 | ||||||||||||||||||||||||||
Convertible note, purchase price | 130,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 13,921 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 116,079 | ||||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Aug. 18, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Aug. 18, 2021 | Aug. 18, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 63,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 8,061 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 54,939 | ||||||||||||||||||||||||||
Jefferson Street One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Sep. 1, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Sep. 1, 2021 | Sep. 1, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 82,500 | ||||||||||||||||||||||||||
Convertible note, purchase price | 75,000 | ||||||||||||||||||||||||||
Discount on note issuance | 7,500 | ||||||||||||||||||||||||||
Note issuance cost | $ 6,051 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 68,949 | ||||||||||||||||||||||||||
First Fire Global One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Sep. 1, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Jun. 1, 2021 | Jun. 1, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | $ 75,000 | |||||||||||||||||||||||||
Convertible note, purchase price | 71,250 | ||||||||||||||||||||||||||
Discount on note issuance | $ 3,750 | ||||||||||||||||||||||||||
Note issuance cost | $ 9,752 | ||||||||||||||||||||||||||
Proceeds from convertible note | $ 61,498 | ||||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Oct. 8, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Oct. 8, 2021 | Oct. 8, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 55,000 | ||||||||||||||||||||||||||
Convertible note, purchase price | 55,000 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
East Capital Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Issuance date | Oct. 9, 2020 | ||||||||||||||||||||||||||
Convertible note, maturity date | Oct. 9, 2021 | Oct. 9, 2021 | |||||||||||||||||||||||||
Convertible note, principal amount | $ 62,700 | ||||||||||||||||||||||||||
Convertible note, purchase price | 62,700 | ||||||||||||||||||||||||||
Discount on note issuance | |||||||||||||||||||||||||||
Note issuance cost | $ 7,708 | ||||||||||||||||||||||||||
Proceeds from convertible note | 54,992 | ||||||||||||||||||||||||||
Total [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible note, principal amount | $ 275,200 |
NOTE 9 - CONVERTIBLE NOTES PAYA
NOTE 9 - CONVERTIBLE NOTES PAYABLE - Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | ||
Balance | $ 438,921 | |
Principal | 275,200 | |
Discount on Note issuance | 75,075 | |
Accrued interest expense | 24,562 | |
Principal amount converted | 183,752 | $ 309,894 |
Interest amount converted | 8,538 | |
[custom:PrepaymentOFNotePrincipal] | 559,782 | |
Financing Interest Expense | 29,390 | |
Unrealized Gain (Loss) on Derivatives | 64,584 | |
Conversion Of Note Principal [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount converted | 166,464 | |
M F N Principal [Member] | ||
Debt Instrument [Line Items] | ||
Principal | $ 15,000 |
NOTE 9 - CONVERTIBLE NOTES - _2
NOTE 9 - CONVERTIBLE NOTES - Summary of Prepaid Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | $ 559,782 | |
Convertible note, total accrued interest | 29,390 | |
Convertible note, principal paid | 559,782 | |
Convertible note, interest paid | 29,390 | |
Convertible note, principal balance | $ 438,921 | |
Convertible note, amount paid | 821,969 | |
Loss on prepaid convertible note | 232,796 | |
Crown Bridge Partners [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 1,082 | |
Convertible note, total accrued interest | $ 2,641 | |
Convertible note, payment date | Dec. 9, 2020 | |
Convertible note, principal paid | $ 1,082 | |
Convertible note, interest paid | 2,641 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 72,500 | |
Loss on prepaid convertible note | 26,732 | |
Crown Bridge Partners Two [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 40,500 | |
Convertible note, total accrued interest | $ 1,545 | |
Convertible note, payment date | Dec. 9, 2020 | |
Convertible note, principal paid | $ 40,500 | |
Convertible note, interest paid | 1,545 | |
Convertible note, principal balance | ||
E M A Financial [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 50,000 | |
Convertible note, total accrued interest | $ 1,990 | |
Convertible note, payment date | Dec. 9, 2020 | |
Convertible note, principal paid | $ 50,000 | |
Convertible note, interest paid | 1,990 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 72,800 | |
Loss on prepaid convertible note | 20,810 | |
Power Up Lending One [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 130,000 | |
Convertible note, total accrued interest | $ 6,491 | |
Convertible note, payment date | Jan. 22, 2021 | |
Convertible note, principal paid | $ 130,000 | |
Convertible note, interest paid | 6,491 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 190,925 | |
Loss on prepaid convertible note | 54,434 | |
Power Up Lending Two [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 63,000 | |
Convertible note, total accrued interest | $ 3,042 | |
Convertible note, payment date | Feb. 10, 2021 | |
Convertible note, principal paid | $ 63,000 | |
Convertible note, interest paid | 3,042 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 92,380 | |
Loss on prepaid convertible note | 26,338 | |
East Capital Investment Corporation [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 62,700 | |
Convertible note, total accrued interest | $ 3,114 | |
Convertible note, payment date | Apr. 7, 2021 | |
Convertible note, principal paid | $ 62,700 | |
Convertible note, interest paid | 3,114 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 87,467 | |
Loss on prepaid convertible note | 21,652 | |
Power Up Lending Three [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 55,000 | |
Convertible note, total accrued interest | $ 2,746 | |
Convertible note, payment date | Apr. 7, 2021 | |
Convertible note, principal paid | $ 55,000 | |
Convertible note, interest paid | 2,746 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 80,797 | |
Loss on prepaid convertible note | 23,051 | |
Jefferson Street [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 82,500 | |
Convertible note, total accrued interest | $ 4,097 | |
Convertible note, payment date | Mar. 1, 2021 | |
Convertible note, principal paid | $ 82,500 | |
Convertible note, interest paid | 4,097 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 116,975 | |
Loss on prepaid convertible note | 30,378 | |
First Fire Global [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note, beginning principle balance after note conversion | 75,000 | |
Convertible note, total accrued interest | $ 3,724 | |
Convertible note, payment date | Mar. 1, 2021 | |
Convertible note, principal paid | $ 75,000 | |
Convertible note, interest paid | 3,724 | |
Convertible note, principal balance | ||
Convertible note, amount paid | 108,125 | |
Loss on prepaid convertible note | $ 29,401 |
NOTE 9 - CONVERTIBLE NOTES - Sc
NOTE 9 - CONVERTIBLE NOTES - Schedule of Conversions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | Dec. 13, 2020 | Oct. 22, 2020 | Sep. 18, 2020 | Sep. 08, 2020 | Sep. 02, 2020 | |
Short-term Debt [Line Items] | |||||||||
Ending principal balance | $ 697,500 | ||||||||
Principal amount converted | 183,752 | $ 309,894 | |||||||
Interest amount converted | $ 8,538 | ||||||||
E M A Conversion One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion date | Sep. 1, 2020 | ||||||||
Ending principal balance | $ 5,285 | ||||||||
Principal amount converted | 5,285 | ||||||||
Interest amount converted | 5,154 | ||||||||
Outstanding principal amount | |||||||||
Total converted principal and unpaid interest | 10,439 | ||||||||
Closing fee | $ 1,000 | ||||||||
Conversion price | $ 0.00812 | ||||||||
Shares issued for conversion of notes | 1,408,800 | ||||||||
E M A Conversion Total [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Principal amount converted | $ 5,285 | ||||||||
Interest amount converted | 5,154 | ||||||||
Total converted principal and unpaid interest | 10,439 | ||||||||
Closing fee | $ 1,000 | ||||||||
Shares issued for conversion of notes | 1,408,800 | ||||||||
Auctus Conversion One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion date | Sep. 8, 2020 | ||||||||
Principal amount converted | $ 12,055 | ||||||||
Interest amount converted | 73 | ||||||||
Outstanding principal amount | |||||||||
Total converted principal and unpaid interest | 12,128 | ||||||||
Closing fee | $ 750 | ||||||||
Conversion price | $ 0.00510 | ||||||||
Shares issued for conversion of notes | 2,525,000 | ||||||||
Beginning principal balance | $ 33,295 | ||||||||
Ending principal balance | $ 21,240 | ||||||||
Auctus Conversion Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion date | Sep. 18, 2020 | ||||||||
Principal amount converted | $ 15,233 | ||||||||
Interest amount converted | 58 | ||||||||
Outstanding principal amount | |||||||||
Total converted principal and unpaid interest | 15,291 | ||||||||
Closing fee | $ 750 | ||||||||
Conversion price | $ 0.00510 | ||||||||
Shares issued for conversion of notes | 3,145,300 | ||||||||
Beginning principal balance | $ 21,240 | ||||||||
Ending principal balance | $ 6,007 | ||||||||
Auctus Conversion Three [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion date | Sep. 29, 2020 | ||||||||
Principal amount converted | $ 6,007 | ||||||||
Interest amount converted | 18 | ||||||||
Outstanding principal amount | $ 11,082 | ||||||||
Total converted principal and unpaid interest | 17,107 | ||||||||
Closing fee | $ 750 | ||||||||
Conversion price | $ 0.00480 | ||||||||
Shares issued for conversion of notes | 3,720,200 | ||||||||
Beginning principal balance | $ 6,007 | ||||||||
Ending principal balance | |||||||||
Auctus Conversion Four [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion date | Oct. 22, 2020 | ||||||||
Principal amount converted | |||||||||
Interest amount converted | |||||||||
Outstanding principal amount | $ 3,918 | ||||||||
Total converted principal and unpaid interest | 3,918 | ||||||||
Closing fee | $ 750 | ||||||||
Conversion price | $ 0.00216 | ||||||||
Shares issued for conversion of notes | 2,161,240 | ||||||||
Beginning principal balance | |||||||||
Ending principal balance | |||||||||
Auctus Conversion Total [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Principal amount converted | $ 33,295 | ||||||||
Interest amount converted | 149 | ||||||||
Outstanding principal amount | $ 15,000 | ||||||||
Total converted principal and unpaid interest | 48,444 | ||||||||
Closing fee | $ 3,000 | ||||||||
Shares issued for conversion of notes | 11,551,740 | ||||||||
Auctus Capital Partners [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Ending principal balance | $ 75,000 | ||||||||
Principal amount converted | 6,007 | ||||||||
Outstanding principal amount | $ 15,000 | ||||||||
Shares issued for conversion of notes | 17,107 | ||||||||
Shares issued for note conversion, price per share | $ 0.0048 | ||||||||
Lowest trading price trigger | 60.00% | ||||||||
Convertible stock price limit trigger | $ 0.1 | ||||||||
Outstanding principal amount | $ 0 | $ 75,000 |
NOTE 9 - CONVERTIBLE NOTES - _3
NOTE 9 - CONVERTIBLE NOTES - Schedule of Conversions Continued (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Oct. 06, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Sep. 22, 2020 | Sep. 09, 2020 | Sep. 08, 2020 | Sep. 01, 2020 | |
Short-term Debt [Line Items] | ||||||||||
Principal amount converted | $ 183,752 | $ 309,894 | ||||||||
Interest amount converted | 8,538 | |||||||||
Ending principal balance | $ 697,500 | |||||||||
East Capital Conversion One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 8, 2020 | |||||||||
Beginning principal balance | $ 26,600 | |||||||||
Principal amount converted | $ 13,300 | |||||||||
Interest amount converted | 250 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 13,550 | |||||||||
Closing fee | ||||||||||
Ending principal balance | $ 13,300 | |||||||||
Conversion price | $ 0.01020 | |||||||||
Converted shares | 1,328,431 | |||||||||
East Capital Conversion Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 25, 2020 | |||||||||
Beginning principal balance | $ 13,300 | |||||||||
Principal amount converted | $ 13,300 | |||||||||
Interest amount converted | 129 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 13,429 | |||||||||
Closing fee | ||||||||||
Ending principal balance | ||||||||||
Conversion price | $ 0.00960 | |||||||||
Converted shares | 1,398,854 | |||||||||
Mobile application product [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Principal amount converted | $ 26,600 | |||||||||
Interest amount converted | 379 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | $ 26,979 | |||||||||
Converted shares | 2,727,285 | |||||||||
Fidelis Capital Conversion One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 1, 2020 | |||||||||
Beginning principal balance | $ 41,000 | |||||||||
Principal amount converted | $ 25,671 | |||||||||
Interest amount converted | ||||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 25,671 | |||||||||
Closing fee | ||||||||||
Ending principal balance | $ 15,329 | |||||||||
Conversion price | $ 0.01218 | |||||||||
Converted shares | 2,107,648 | |||||||||
Fidelis Capital Conversion Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 9, 2020 | |||||||||
Beginning principal balance | $ 15,329 | |||||||||
Principal amount converted | $ 15,329 | |||||||||
Interest amount converted | 2,605 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 17,934 | |||||||||
Closing fee | ||||||||||
Ending principal balance | ||||||||||
Conversion price | $ 0.01020 | |||||||||
Converted shares | 1,758,257 | |||||||||
Fidelis Capital Conversion Total [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Principal amount converted | $ 41,000 | |||||||||
Interest amount converted | 2,605 | |||||||||
Total converted principal and unpaid interest | 43,605 | |||||||||
Closing fee | ||||||||||
Converted shares | 3,865,905 | |||||||||
Armada Conversion One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 25, 2020 | |||||||||
Beginning principal balance | $ 25,500 | |||||||||
Principal amount converted | $ 13,000 | |||||||||
Interest amount converted | 213 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 13,213 | |||||||||
Closing fee | $ 500 | |||||||||
Conversion price | $ 0.01020 | |||||||||
Converted shares | 1,344,363 | |||||||||
Ending principal balance | $ 12,500 | |||||||||
Armada Conversion Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Oct. 6, 2020 | |||||||||
Beginning principal balance | $ 12,500 | |||||||||
Principal amount converted | $ 12,500 | |||||||||
Interest amount converted | 38 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 12,538 | |||||||||
Closing fee | $ 500 | |||||||||
Conversion price | $ 0.00960 | |||||||||
Converted shares | 1,358,145 | |||||||||
Ending principal balance | ||||||||||
Armada Conversion Total [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Principal amount converted | $ 25,500 | |||||||||
Interest amount converted | 251 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 25,751 | |||||||||
Closing fee | $ 1,000 | |||||||||
Converted shares | 2,702,508 | |||||||||
Crown Bridge Tranche I One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 8, 2020 | |||||||||
Beginning principal balance | $ 20,867 | |||||||||
Principal amount converted | $ 6,400 | |||||||||
Interest amount converted | ||||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 6,400 | |||||||||
Closing fee | $ 1,250 | |||||||||
Ending principal balance | $ 14,467 | |||||||||
Conversion price | $ 0.00765 | |||||||||
Converted shares | 1,000,000 | |||||||||
Crown Bridge Tranche I Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Sep. 22, 2020 | |||||||||
Beginning principal balance | $ 14,467 | |||||||||
Principal amount converted | $ 5,635 | |||||||||
Interest amount converted | ||||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 5,635 | |||||||||
Closing fee | $ 1,250 | |||||||||
Ending principal balance | $ 8,832 | |||||||||
Conversion price | $ 0.00765 | |||||||||
Converted shares | 900,000 | |||||||||
Crown Bridge Tranche I Three [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion date | Oct. 1, 2020 | |||||||||
Beginning principal balance | $ 8,832 | |||||||||
Principal amount converted | $ 7,750 | |||||||||
Interest amount converted | ||||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 7,750 | |||||||||
Closing fee | $ 1,250 | |||||||||
Ending principal balance | $ 1,082 | |||||||||
Conversion price | $ 0.00720 | |||||||||
Converted shares | 1,250,000 | |||||||||
Crown Bridge Tranche I Total [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Principal amount converted | $ 19,785 | |||||||||
Most favored nation principal | ||||||||||
Total converted principal and unpaid interest | 19,785 | |||||||||
Closing fee | $ 3,750 | |||||||||
Converted shares | 3,150,000 |
NOTE 9 - CONVERTIBLE NOTES - _4
NOTE 9 - CONVERTIBLE NOTES - Summary of Converted and Prepaid Convertible Notes (Details) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||
Aug. 31, 2021 | Aug. 18, 2021 | Jul. 24, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 28, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Dec. 09, 2020 | Nov. 30, 2020 | Nov. 18, 2020 | Oct. 08, 2020 | Aug. 31, 2020 | Aug. 30, 2020 | Aug. 18, 2020 | Jul. 17, 2020 | Mar. 12, 2020 | Feb. 19, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Nov. 18, 2019 | |
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | $ 1,002,700 | ||||||||||||||||||||||||
Convertible note, principal converted | $ 166,464 | $ 276,454 | |||||||||||||||||||||||
Convertible note, principal paid off | 275,200 | $ 284,582 | |||||||||||||||||||||||
Convertible note, principal amount | 697,500 | ||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 85,000 | ||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 90,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 5,285 | 84,716 | |||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, principal converted | 85,000 | ||||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 85,000 | $ 235,000 | |||||||||||||||||||||||
Auctus Fund [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 90,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 48,295 | 41,705 | |||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | ||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 40,500 | ||||||||||||||||||||||||
Convertible note, principal converted | 19,785 | 19,633 | |||||||||||||||||||||||
Convertible note, principal paid off | 1,082 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 40,500 | $ 121,500 | |||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 26,600 | 23,400 | |||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Fidelis Capital [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 41,000 | $ 9,000 | |||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Armada Capital Partners L L C [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 38,500 | ||||||||||||||||||||||||
Convertible note, principal converted | 25,500 | 13,000 | |||||||||||||||||||||||
Convertible note, principal paid off | |||||||||||||||||||||||||
Convertible note, principal amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 40,500 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 40,500 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 40,500 | ||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 50,000 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Power Up Lending One [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 130,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 130,000 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 130,000 | ||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 63,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 63,000 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||
East Capital Investment Corporation Two [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 62,700 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 62,700 | ||||||||||||||||||||||||
Convertible note, principal amount | |||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 55,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 55,000 | ||||||||||||||||||||||||
Convertible note, principal amount | $ 55,000 | ||||||||||||||||||||||||
Jefferson Street [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 82,500 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 82,500 | ||||||||||||||||||||||||
Convertible note, principal amount | |||||||||||||||||||||||||
First Fire Global [Member] | |||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, issued amount | 75,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Convertible note, principal paid off | 75,000 | ||||||||||||||||||||||||
Convertible note, principal amount |
NOTE 9 _ CONVERTIBLE NOTES (Det
NOTE 9 – CONVERTIBLE NOTES (Details Narrative) - USD ($) | Oct. 09, 2020 | Oct. 08, 2020 | Mar. 12, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Sep. 29, 2020 | Aug. 31, 2020 | Aug. 18, 2020 | Jul. 23, 2020 | Jul. 17, 2020 | Feb. 19, 2020 | May 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 18, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 13, 2020 | Dec. 09, 2020 | Nov. 18, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Nov. 18, 2019 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 697,500 | $ 697,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 233,018 | 592,651 | |||||||||||||||||||||||||||
Conversion terms | Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% or 60% of the lowest trading price during the 10 or 20 days prior to the day that the Holder requests conversion. 55% is applicable to EMA Financial whereas 60% applies for the other counterparties. The lowest trading price during 10 days prior to conversion is applicable to East Capital and Fidelis Capital, whereas the other counterparties utilize the lowest trading price during the preceding 20 days. The number of diluted shares from convertible notes is calculated with the assumption of converting all the outstanding principal balance and unpaid interest expense to common shares at the beginning of the period or at the time of issuance, if later | ||||||||||||||||||||||||||||
Marketability discount | 30.00% | ||||||||||||||||||||||||||||
Gain due to convertible feature | $ 64,584 | ||||||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 211,500 | $ 65,312 | |||||||||||||||||||||||||||
Holder consideration | 76,500 | ||||||||||||||||||||||||||||
Cash received from note | 65,312 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 11,188 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Dec. 9, 2020 | Dec. 9, 2022 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The convertible note has prepayment and conversion features. The conversion price shall equal to the lesser of (a) $10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the Conversion Price is less than $0.01 per share, then sixty percent (60%) shall automatically adjust to Fifty percent (50%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of conversion of the Debenture), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,096,846 | ||||||||||||||||||||||||||||
Risk Free Interest [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Risk-free interest rate | 0.06% | ||||||||||||||||||||||||||||
Volatility Rate Minimum [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Expected volatility | 66.25% | ||||||||||||||||||||||||||||
Income Taxes Details Narrative | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Expected volatility | 66.30% | ||||||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 228,333 | $ 64,737 | |||||||||||||||||||||||||||
Original issue discount | 21,667 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 75,000 | ||||||||||||||||||||||||||||
Holder consideration | 68,500 | ||||||||||||||||||||||||||||
Cash received from note | 64,737 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 3,763 | ||||||||||||||||||||||||||||
Term of note | 9 months | ||||||||||||||||||||||||||||
Maturity date | Aug. 18, 2020 | Aug. 18, 2020 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Interest rate, upon default | 24.00% | ||||||||||||||||||||||||||||
Conversion terms | The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date | ||||||||||||||||||||||||||||
Warrants issued | 30,000 | ||||||||||||||||||||||||||||
Warrant exercise price, per share | $ 12.5 | ||||||||||||||||||||||||||||
Warrants exercised, percent | 100.00% | ||||||||||||||||||||||||||||
Warrants exercised | 45,851,221 | ||||||||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 235,000 | $ 85,000 | |||||||||||||||||||||||||||
Original issue discount | 23,500 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 85,000 | ||||||||||||||||||||||||||||
Warrants issued | 10,000 | ||||||||||||||||||||||||||||
Warrant exercise price, per share | $ 10 | ||||||||||||||||||||||||||||
Warrants exercised, percent | 100.00% | ||||||||||||||||||||||||||||
Warrants exercised | 3,720,326 | ||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 121,500 | $ 40,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 109,500 | $ 34,992 | |||||||||||||||||||||||||||
Original issue discount | 12,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | 40,500 | ||||||||||||||||||||||||||||
Holder consideration | 36,500 | ||||||||||||||||||||||||||||
Cash received from note | 34,992 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 1,508 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Jan. 8, 2021 | Jan. 8, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The Conversion Price shall be the lesser of (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date | ||||||||||||||||||||||||||||
Warrants issued | 4,680 | ||||||||||||||||||||||||||||
Warrant exercise price, per share | $ 12.5 | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal lesser (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid | ||||||||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 40,500 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 34,292 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 50,000 | ||||||||||||||||||||||||||||
Holder consideration | 47,500 | ||||||||||||||||||||||||||||
Cash received from note | 42,987 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 4,513 | ||||||||||||||||||||||||||||
Maturity date | Jul. 23, 2021 | ||||||||||||||||||||||||||||
Auctus Capital Partners [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 75,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 0 | $ 75,000 | |||||||||||||||||||||||||||
Holder consideration | $ 75,000 | ||||||||||||||||||||||||||||
Cash received from note | 59,342 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 15,658 | ||||||||||||||||||||||||||||
Term of note | 9 months | ||||||||||||||||||||||||||||
Maturity date | Sep. 30, 2020 | ||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Interest rate, upon default | 24.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price is the lesser of: (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 17,107 | ||||||||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,492 | ||||||||||||||||||||||||||||
Outstanding principal amount | 50,000 | ||||||||||||||||||||||||||||
Holder consideration | 50,000 | ||||||||||||||||||||||||||||
Cash received from note | 43,492 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 6,508 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Feb. 13, 2021 | Feb. 13, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. | ||||||||||||||||||||||||||||
Fidelis Capital [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,487 | ||||||||||||||||||||||||||||
Outstanding principal amount | 50,000 | ||||||||||||||||||||||||||||
Holder consideration | 50,000 | ||||||||||||||||||||||||||||
Cash received from note | 43,487 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 6,513 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Feb. 19, 2021 | Feb. 19, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. | ||||||||||||||||||||||||||||
Armada Capital Partners L L C [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 32,992 | ||||||||||||||||||||||||||||
Original issue discount | 3,500 | ||||||||||||||||||||||||||||
Outstanding principal amount | 38,500 | ||||||||||||||||||||||||||||
Holder consideration | 35,000 | ||||||||||||||||||||||||||||
Cash received from note | 32,992 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 2,008 | ||||||||||||||||||||||||||||
Maturity date | Mar. 12, 2021 | Mar. 12, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties | ||||||||||||||||||||||||||||
Warrants issued | 4,200 | ||||||||||||||||||||||||||||
Warrant exercise price, per share | $ 12.50 | ||||||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 42,987 | ||||||||||||||||||||||||||||
Original issue discount | 2,500 | ||||||||||||||||||||||||||||
Outstanding principal amount | 50,000 | ||||||||||||||||||||||||||||
Holder consideration | 47,500 | ||||||||||||||||||||||||||||
Cash received from note | 42,987 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 4,513 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Jul. 17, 2021 | Jul. 17, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features | ||||||||||||||||||||||||||||
Power Up Lending [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 130,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | 130,000 | ||||||||||||||||||||||||||||
Holder consideration | 130,000 | ||||||||||||||||||||||||||||
Cash received from note | 116,079 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 13,921 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Jul. 24, 2021 | ||||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features | ||||||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 54,939 | ||||||||||||||||||||||||||||
Outstanding principal amount | 63,000 | ||||||||||||||||||||||||||||
Holder consideration | 63,000 | ||||||||||||||||||||||||||||
Cash received from note | 54,939 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 8,061 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Aug. 18, 2021 | Aug. 18, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features | ||||||||||||||||||||||||||||
Jefferson Street One [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 82,500 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 68,949 | ||||||||||||||||||||||||||||
Original issue discount | 7,500 | ||||||||||||||||||||||||||||
Outstanding principal amount | 82,500 | ||||||||||||||||||||||||||||
Holder consideration | $ 75,000 | ||||||||||||||||||||||||||||
Cash received from note | 68,949 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 6,051 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Sep. 1, 2021 | Sep. 1, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. | ||||||||||||||||||||||||||||
First Fire Global One [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | 75,000 | $ 75,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 61,498 | ||||||||||||||||||||||||||||
Original issue discount | 3,750 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 75,000 | ||||||||||||||||||||||||||||
Holder consideration | $ 71,250 | ||||||||||||||||||||||||||||
Cash received from note | 61,498 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 9,752 | ||||||||||||||||||||||||||||
Term of note | 9 months | ||||||||||||||||||||||||||||
Maturity date | Jun. 1, 2021 | Jun. 1, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. | ||||||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 55,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | 55,000 | ||||||||||||||||||||||||||||
Holder consideration | 55,000 | ||||||||||||||||||||||||||||
Cash received from note | 47,579 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 7,421 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Oct. 8, 2021 | Oct. 8, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid | ||||||||||||||||||||||||||||
East Capital Two [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note, principal amount | $ 62,700 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 54,992 | ||||||||||||||||||||||||||||
Outstanding principal amount | 62,700 | ||||||||||||||||||||||||||||
Holder consideration | 62,700 | ||||||||||||||||||||||||||||
Cash received from note | 54,992 | ||||||||||||||||||||||||||||
Legal expenses and due diligence fees | $ 7,708 | ||||||||||||||||||||||||||||
Term of note | 1 year | ||||||||||||||||||||||||||||
Maturity date | Oct. 9, 2021 | Oct. 9, 2021 | |||||||||||||||||||||||||||
Convertible note, interest rate | 10.00% | ||||||||||||||||||||||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. |
NOTE 10 - WARRANTS - Summary of
NOTE 10 - WARRANTS - Summary of Warrants (Details) - USD ($) | Aug. 31, 2021 | Jan. 06, 2021 | Dec. 28, 2020 | Dec. 21, 2020 | Nov. 20, 2020 | Nov. 11, 2020 | Nov. 05, 2020 | Oct. 29, 2020 | Oct. 19, 2020 | Oct. 12, 2020 | Oct. 08, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Sep. 22, 2020 | Sep. 14, 2020 | Sep. 09, 2020 | Sep. 08, 2020 | Aug. 31, 2020 | Aug. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Aug. 04, 2020 | Jul. 29, 2020 | Jul. 23, 2020 | Jul. 21, 2020 | Jul. 20, 2020 |
Peak One Cashless Exercise One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 100,000 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 250,358 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 250,000 | |||||||||||||||||||||||||
Cashless payment | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 92,489 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 250,358 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 250,000 | |||||||||||||||||||||||||
Cashless payment | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Three [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 84,979 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 250,358 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 250,000 | |||||||||||||||||||||||||
Cashless payment | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Four [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 77,468 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 250,358 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 250,000 | |||||||||||||||||||||||||
Cashless payment | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Five [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 69,957 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 250,358 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 250,000 | |||||||||||||||||||||||||
Cashless payment | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Six [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 62,446 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 500,715 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 500,000 | |||||||||||||||||||||||||
Cashless payment | $ 15,021 | |||||||||||||||||||||||||
Peak One Cashless Exercise Seven [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 47,425 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 3.00% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 500,715 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 500,000 | |||||||||||||||||||||||||
Cashless payment | $ 15,021 | |||||||||||||||||||||||||
Peak One Cashless Exercise Eight [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 32,403 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 2.05% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 500,489 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 500,000 | |||||||||||||||||||||||||
Cashless payment | $ 10,260 | |||||||||||||||||||||||||
Peak One Cashless Exercise Nine [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 22,143 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 2.05% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 500,489 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 500,000 | |||||||||||||||||||||||||
Peak One Cashless Exercise Ten [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 11,883 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 2.05% | |||||||||||||||||||||||||
Market price | $ 21 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 470,786 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 470,326 | |||||||||||||||||||||||||
Cashless payment | $ 9,651 | |||||||||||||||||||||||||
Peak One Cashless Exercise Total [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
number of wts shares elected for purchase | 3,724,984 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 3,720,326 | |||||||||||||||||||||||||
Cashless payment | $ 97,768 | |||||||||||||||||||||||||
Peak One Cashless Exercise Eleven [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 75,000 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 1.672% | |||||||||||||||||||||||||
Market price | $ 10 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 750,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 748,746 | |||||||||||||||||||||||||
Cashless payment | $ 12,540 | |||||||||||||||||||||||||
Peak One Cashless Exercise Twelve [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 62,460 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.609% | |||||||||||||||||||||||||
Market price | $ 0.068 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 2,564,039 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 2,344,407 | |||||||||||||||||||||||||
Cashless payment | $ 15,615 | |||||||||||||||||||||||||
Peak One Cashless Exercise Thirteen [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 46,845 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.609% | |||||||||||||||||||||||||
Market price | $ 0.068 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 2,564,039 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 2,344,407 | |||||||||||||||||||||||||
Cashless payment | $ 15,615 | |||||||||||||||||||||||||
Peak One Cashless Exercise Fourteen [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 31,230 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.609% | |||||||||||||||||||||||||
Market price | $ 0.068 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 5,128,079 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 4,668,814 | |||||||||||||||||||||||||
Cashless payment | $ 31,230 | |||||||||||||||||||||||||
Peak One Cashless Exercise Total Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
number of wts shares elected for purchase | 11,006,157 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 10,086,374 | |||||||||||||||||||||||||
Cashless payment | $ 75,000 | |||||||||||||||||||||||||
E M A Cashless Exercise One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 375,000 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 17 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 2,400,002 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 2,398,856 | |||||||||||||||||||||||||
Cashless payment | $ 19,488 | |||||||||||||||||||||||||
E M A Cashless Exercise Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 355,512 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 17 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 2,950,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 2,948,951 | |||||||||||||||||||||||||
Cashless payment | $ 23,954 | |||||||||||||||||||||||||
E M A Exercise Three [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 331,558 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 10 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 3,400,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 3,397,239 | |||||||||||||||||||||||||
Cashless payment | $ 27,608 | |||||||||||||||||||||||||
E M A Cashless Exercise Four [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 303,950 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 10 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 3,600,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 3,597,077 | |||||||||||||||||||||||||
Cashless payment | $ 29,232 | |||||||||||||||||||||||||
E M A Cashless Exercise Five [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 274,718 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 10 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 4,150,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 4,146,630 | |||||||||||||||||||||||||
Cashless payment | $ 33,698 | |||||||||||||||||||||||||
E M A Cashless Exercise Six [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 241,020 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 6.50 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 4,600,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 4,594,254 | |||||||||||||||||||||||||
Cashless payment | $ 37,352 | |||||||||||||||||||||||||
E M A Cashless Exercise Seven [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 203,668 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 6.50 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 4,800,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 4,794,004 | |||||||||||||||||||||||||
Cashless payment | $ 38,976 | |||||||||||||||||||||||||
E M A Cashless Exercise Eight [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 164,692 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 2.02 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 5,200,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 5,179,097 | |||||||||||||||||||||||||
Cashless payment | $ 42,224 | |||||||||||||||||||||||||
E M A Cashless Exercise Nine [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 122,468 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 0.60 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 5,500,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 5,425,567 | |||||||||||||||||||||||||
Cashless payment | $ 44,660 | |||||||||||||||||||||||||
E M A Cashless Exercise Ten [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 77,808 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 0.43 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 5,700,000 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 5,592,363 | |||||||||||||||||||||||||
Cashless payment | $ 46,284 | |||||||||||||||||||||||||
E M A Cashless Exercise Eleven [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Anti dilution value of wts | $ 31,524 | |||||||||||||||||||||||||
Anti dilution base (exercise) price | 0.812% | |||||||||||||||||||||||||
Market price | $ 0.30 | |||||||||||||||||||||||||
number of wts shares elected for purchase | 3,882,264 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 3,777,184 | |||||||||||||||||||||||||
Cashless payment | $ 31,524 | |||||||||||||||||||||||||
E M A Cashless Exercise Total [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
number of wts shares elected for purchase | 46,182,266 | |||||||||||||||||||||||||
Common shares to be issued upon exercise | 45,851,222 | |||||||||||||||||||||||||
Cashless payment | $ 375,000 |
NOTE 10 - WARRANTS - Schedule o
NOTE 10 - WARRANTS - Schedule of Warrant Summary (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Original Shares Issued [Member] | ||
Short-term Debt [Line Items] | ||
Warrants outstanding | 793,920 | |
Warrants granted | ||
Warrants exercised, forfeited or expired | 793,920 | |
Warrants exercisable | ||
Anti Dilution Adjusted [Member] | ||
Short-term Debt [Line Items] | ||
Warrants outstanding | 68,163,661 | |
Warrants granted | ||
Warrants exercised, forfeited or expired | 68,163,661 | |
Warrants exercisable |
NOTE 10 _ WARRANTS (Details Nar
NOTE 10 – WARRANTS (Details Narrative) - USD ($) | Mar. 12, 2020 | Jan. 08, 2020 | Dec. 09, 2019 | Jul. 30, 2020 | Jul. 23, 2020 | Jan. 17, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 |
Peak One Warrant Three [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | $ 750,000 | ||||||||
Remaining contractual life | 24 months | ||||||||
E M A Financial Warrant [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | $ 106,540 | ||||||||
Remaining contractual life | 4 years 10 months 20 days | ||||||||
Exercise price, per share | $ 12 | ||||||||
Risk-free interest rate | 0.89% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 58.11% | ||||||||
Peak One Warrant [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | 39,515 | ||||||||
Remaining contractual life | 4 years 9 months 10 days | ||||||||
Exercise price, per share | $ 10 | ||||||||
Risk-free interest rate | 0.89% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 57.51% | ||||||||
Crown Bridge Warrant [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | 17,443 | ||||||||
Remaining contractual life | 4 years 10 months 9 days | ||||||||
Exercise price, per share | $ 12.5 | ||||||||
Risk-free interest rate | 0.89% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 57.97% | ||||||||
Armada [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | $ 12,341 | ||||||||
Remaining contractual life | 4 years 9 months 10 days | ||||||||
Exercise price, per share | $ 12.5 | ||||||||
Risk-free interest rate | 0.29% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 61.54% | ||||||||
Crown Bridge Warrant Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | $ 126,112 | ||||||||
Remaining contractual life | 4 years 10 months 24 days | ||||||||
Exercise price, per share | $ 0.00905 | ||||||||
Risk-free interest rate | 0.28% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 55.33% | ||||||||
Peak One Warrant Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Warrant issued, fair value | $ 45,722 | ||||||||
Remaining contractual life | 4 years 11 months 1 day | ||||||||
Exercise price, per share | $ 0.1 | ||||||||
Risk-free interest rate | 0.27% | ||||||||
Dividend Yield | 0.00% | ||||||||
Average expected volatility | 55.29% |
NOTE 11 - FAIR VALUE MEASUREMEN
NOTE 11 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis (Details) | Aug. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities |
NOTE 11 - FAIR VALUE MEASUREM_2
NOTE 11 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Short-term Debt [Line Items] | ||||
Increase from note issuances | $ 74,187 | |||
Decrease from note conversions | 136,321 | 33,490 | ||
Changes in fair value | 18,439 | 58,090 | $ (64,584) | $ 64,584 |
Derivative Liabilities [Member] | ||||
Short-term Debt [Line Items] | ||||
Fair value | $ 45,490 | $ 163,371 | $ 64,584 |
NOTE 12_ RELATED PARTY TRANSA_2
NOTE 12– RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 11, 2020 | Aug. 29, 2020 | Sep. 30, 2019 | Nov. 30, 2019 | Aug. 31, 2021 | Aug. 31, 2020 | Jan. 01, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenue | $ 115,091 | $ 448,343 | |||||
Restricted shares returned | 261,111 | ||||||
Stock issued for compensation, par value | $ 0.001 | $ 0.001 | |||||
Guangzhou Shengshituhua Film [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Term of agreement | 5 years | ||||||
Effective date of agreement | Jun. 1, 2017 | ||||||
Payments made to patent agreements | $ 500,000 | ||||||
Royalty percentage rate due | 20.00% | ||||||
Royalty expenses | $ 25,600 | $ 61,440 | |||||
Jianli Deng [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total related party payable | $ 110,000 | ||||||
Restricted shares returned | 130,556 | ||||||
Lijun Yu [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total related party payable | $ 110,000 | ||||||
Restricted shares returned | 147,222 | ||||||
Linquing Ye [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total related party payable | $ 120,000 | ||||||
Restricted shares returned | 147,222 | ||||||
Chief Executive Officer Amended [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Annual Salary | $ 180,000 | ||||||
Stock issued for compensation | 100,000 | ||||||
Stock issued for compensation, par value | $ 0.001 | ||||||
Chief Executive Officer [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Salary payments | 180,000 | ||||||
Bonus payments | 50,000 | ||||||
Stock compensation paid | 30,100 | ||||||
Chief Financial Officer [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Salary payments | 25,000 | 15,000 | |||||
Chief Investment Officer [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Salary payments | 55,685 | ||||||
Stock compensation paid | 7,527 | ||||||
Five Executives [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock compensation paid | 169,768 | ||||||
Youall Perform Services L T D [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenue | 0 | 141,143 | |||||
Related party receivables | $ 1,439 | $ 87,581 | |||||
Software upgrade agreement | $ 128,000 | ||||||
Long-term prepayment for upgrade | $ 108,800 | ||||||
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Outstanding Balance | $ 19,200 | ||||||
Guangzhou Yuezhi Computer [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Monthly premium paid to cosultant | 10.00% | ||||||
Software upgrade agreement | $ 128,000 | ||||||
Long-term prepayment for upgrade | $ 108,800 | $ 108,800 |
NOTE 13 _ STOCKHOLDERS_ EQUITY
NOTE 13 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | Jan. 17, 2020 | Dec. 09, 2019 | |
Class of Stock [Line Items] | |||||
Common stock, shares issued | 226,589,735 | 46,661,417 | |||
Shareholders | 559 | 520 | |||
Common shares issued from note conversions | 25,406,238 | ||||
Common shares issued from warrant exercises, shares | 56,407,922 | ||||
Common shares returned due to officer resignations, shares | 261,111 | ||||
Preferred stock authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Dividend payable | $ 1,834 | ||||
Shares Issued At. 0140 [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares issued for cash, Shares | 19,000,000 | ||||
Common stock, shares issued, price per share | $ 0.0140 | ||||
Shares Issued At. 0715 [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares issued for cash, Shares | 4,000,000 | ||||
Common stock, shares issued, price per share | $ 0.0715 | ||||
Put Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | $ 0.015312 | $ 20,500 | |||
Put shares issued for cash. shares | 31,646,633 | ||||
Put Shares 2 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | $ 0.014256 | ||||
Put Shares 3 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.01452 | ||||
Put Shares 4 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.077528 | ||||
Put Shares 5 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.09856 | ||||
Put Shares 6 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.11 | ||||
Put Shares 7 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.0715 | ||||
Put Shares 8 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.0563 | ||||
Put Shares 9 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.0528 | ||||
Put Shares 10 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.04875 | ||||
Put Shares 11 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | 0.05764 | ||||
Put Shares 12 [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued, price per share | $ 0.0344 | ||||
Peak One [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant shares exercised | 750,000 | 10,000 | |||
E M A Financial [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant shares exercised | 30,000 | ||||
Series A Preferred [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 100,000 | 0 | |||
Preferred stock issued during period, shares | 100,000 | ||||
Preferred stock issued during period, price per share | $ 0.001 | ||||
Series B Preferred [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 20,000 | 0 | |||
Preferred stock issued during period, shares | 20,000 | ||||
Preferred stock issued during period, price per share | $ 16 | ||||
Series C Preferred [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares issued from note conversions | 7,140,360 | ||||
Preferred stock issued during period, shares | 280,025 | ||||
[custom:DividendExpense-0] | $ 16,801 | ||||
Dividend payable | $ 0 | ||||
Series D Preferred [Member] | |||||
Class of Stock [Line Items] | |||||
Common shares issued from note conversions | 17,388,277 | ||||
Preferred stock issued during period, shares | 798 | ||||
[custom:DividendExpense-0] | $ 9,034 | ||||
Dividend payable | $ 1,834 |
NOTE 14 - INCOME TAXES - Schedu
NOTE 14 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry over | $ 871,681 | $ 447,765 |
Less: valuation allowance | 871,681 | 447,765 |
Net deferred tax asset |
NOTE 14 - INCOME TAXES - Sche_2
NOTE 14 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |||
Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 21.00% | 21.00% | 21.00% | 35.00% |
Change in valuation allowance | (21.00%) | (21.00%) | ||
Effective tax rate | 0.00% | 0.00% |
NOTE 14 _ INCOME TAXES (Details
NOTE 14 – INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||
Corporate tax rate | 21.00% | 21.00% | 21.00% | 35.00% | |
Valuation allowance for deferred tax assets | $ 871,681 | $ 447,765 | |||
Net loss | $ 3,608,097 | $ 1,523,071 | |||
Hong Kong Tax Rate [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Corporate tax rate | 16.50% |
NOTE 15 _ CONCENTRATION RISK (D
NOTE 15 – CONCENTRATION RISK (Details Narrative) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 89.00% | 69.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
NOTE 16 - COMMITMENTS AND CONTI
NOTE 16 - COMMITMENTS AND CONTINGENCIES - Lease Costs (Details) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Future lease commitments | $ 48,822 |
Total lease payments | 48,822 |
Less: imputed interest | 596 |
Present value of lease liability | 48,226 |
Current portion of obligations under leases | 48,226 |
Obligation under operating leases, non-current | $ 0 |
NOTE 16 _ COMMITMENTS AND CON_3
NOTE 16 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash lease expense | $ 92,981 | $ 79,488 |
Short-term Lease Commitment, Amount | 48,822 | |
Lease commitment due within one year | 48,822 | |
Lease expenses | $ 94,570 |