Cover
Cover - USD ($) | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 30, 2021 | Feb. 28, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | BOATIM INC | ||
Entity Central Index Key | 0001622231 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Aug. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 53,711,394 | ||
Entity Public Float | $ 46,602,754 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-200629 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 84-4779679 | ||
Entity Address Address Line 1 | 7950 NW 53rd Street | ||
Entity Address Address Line 2 | Suite 337 | ||
Entity Address City Or Town | Miami | ||
Entity Address State Or Province | FL | ||
Entity Address Postal Zip Code | 33166 | ||
City Area Code | 305 | ||
Local Phone Number | 239-9993 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 69,827 | $ 38,427 |
Prepaid expenses | 7,500 | 0 |
VAT receivable | 17,810 | 34,265 |
Total current assets | 95,137 | 72,692 |
Deposits | 9,440 | 4,787 |
Fixed assets, net | 14,434 | 11,350 |
Capitalized software costs, net | 510,633 | 259,156 |
Right of use asset - operating lease | 55,743 | 162,304 |
Total other assets | 590,250 | 437,597 |
TOTAL ASSETS | 685,387 | 510,289 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 373,039 | 189,680 |
Related party loan | 427,451 | 348,031 |
Loan payable | 20,000 | 47,962 |
Convertible notes, net of unamortized discount | 1,613,556 | 464,650 |
Derivative liability | 0 | 307,446 |
Current portion - operating lease obligation | 33,333 | 141,276 |
Total current liabilities | 2,467,379 | 1,499,045 |
Non-current Liabilities: | ||
Operating lease obligation, net of current portion | 22,410 | 38,391 |
TOTAL LIABILITIES | 2,489,789 | 1,537,436 |
STOCKHOLDERS' DEFICIT | ||
Common stock: authorized 500,000,000; $0.001 par value; 51,780,838 and 50,500,011 shares issued and outstanding at August 31, 2021 and 2020, respectively | 51,781 | 50,500 |
Additional paid in capital | 1,990,055 | (259,635) |
Accumulated deficit | (3,913,475) | (797,306) |
Accumulated other comprehensive loss | 67,237 | (20,706) |
Total Stockholders' deficit | (1,804,402) | (1,027,147) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 685,387 | $ 510,289 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2021 | Aug. 31, 2020 |
Stockholders' Deficit | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 51,780,838 | 50,500,011 |
Common stock, shares outstanding | 51,780,838 | 50,500,011 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenue | $ 900 | $ 118 |
Cost of Sales | 0 | (4) |
Gross Profit | 900 | 114 |
Operating Expenses | ||
General and administrative | 2,317,196 | 680,470 |
Total Expenses | 2,317,196 | 680,470 |
Loss from operations | (2,316,296) | (680,356) |
Other Income (Expenses) | ||
Change in fair value of derivative liability | (209,068) | 456,698 |
Interest expense | (617,934) | (168,794) |
Gain/(Loss) on foreign exchange | 27,129 | (17,462) |
Total other income (expenses) | (799,873) | 270,442 |
Net loss before income tax provision | (3,116,169) | (409,914) |
Provision for income tax | 0 | 0 |
Net loss | (3,116,169) | (409,914) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 87,943 | (20,299) |
Total Comprehensive loss | $ (3,028,226) | $ (430,213) |
Net loss per common share | ||
Basic and diluted | $ (0.06) | $ (0.01) |
Weighted average number of common shares outstanding | ||
Basic and diluted shares outstanding | 51,780,838 | 50,500,011 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock | Capital Deficiency | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance, shares at Aug. 31, 2019 | 50,500,011 | ||||
Balance, amount at Aug. 31, 2019 | $ (740,724) | $ 50,500 | $ (403,425) | $ (407) | $ (387,392) |
Forgiveness of related party loan | 81,290 | 0 | 81,290 | 0 | 0 |
Stock based compensation | 62,500 | 0 | 62,500 | 0 | 0 |
Foreign currency translation adjustment | (20,299) | 0 | 0 | (20,299) | 0 |
Net loss | (409,914) | $ 0 | 0 | 0 | (409,914) |
Balance, shares at Aug. 31, 2020 | 50,500,011 | ||||
Balance, amount at Aug. 31, 2020 | (1,027,147) | $ 50,500 | (259,635) | (20,706) | (797,306) |
Stock based compensation | 595,824 | 0 | 595,824 | 0 | 0 |
Foreign currency translation adjustment | 87,943 | 0 | 0 | 87,943 | 0 |
Net loss | (3,116,169) | $ 0 | 0 | (3,116,169) | |
Conversion of convertible notes payable to common stock, shares | 1,280,827 | ||||
Conversion of convertible notes payable to common stock, amount | 1,122,500 | $ 1,281 | 1,121,219 | 0 | 0 |
Resolution of derivative liability | 532,647 | $ 0 | 532,647 | 0 | 0 |
Balance, shares at Aug. 31, 2021 | 51,780,838 | ||||
Balance, amount at Aug. 31, 2021 | $ (1,804,402) | $ 51,781 | $ 1,990,055 | $ 67,237 | $ (3,913,475) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (3,116,169) | $ (409,914) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expenses | 8,597 | 0 |
Change in fair value of derivative liability | 209,068 | (456,698) |
Amortization of debt discount | 617,934 | 168,794 |
Stock based compensation | 595,824 | 62,500 |
Amortization of right of use assets | 119,572 | 87,762 |
Amortization capitalized software | 70,085 | 0 |
(Gain)/loss on foreign exchange | (17,362) | 17,462 |
Changes in operating assets and liabilities | ||
VAT receivable | 16,455 | (34,265) |
Prepaid expense | (7,500) | 0 |
Deposits | (4,654) | 0 |
Accounts payable and accrued expenses | 183,358 | 143,028 |
Operating lease obligation | (119,572) | (87,861) |
NET CASH USED IN OPERATING ACTIVITIES | (1,444,364) | (509,192) |
INVESTING ACTIVITIES | ||
Fixed asset purchases | (11,681) | (11,350) |
Software development costs | (321,562) | (259,156) |
NET CASH USED IN INVESTING ACTIVITIES | (333,243) | (270,506) |
FINANCING ACTIVITIES: | ||
Proceeds from related party loans | 1,216,420 | 774,771 |
Proceeds from loan payable | 20,000 | 47,962 |
Proceeds from issuance of convertible notes | 532,606 | 0 |
Repayment of loan payable | (47,962) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,721,064 | 822,733 |
EFFECT OF EXCHANGE RATE CHANGES IN CASH | 87,943 | (20,299) |
NET INCREASE IN CASH | 31,400 | 22,736 |
CASH - BEGINNING OF PERIOD | 38,427 | 15,691 |
CASH - END OF PERIOD | 69,827 | 38,427 |
Cash paid for: | ||
Income tax | 0 | 0 |
Interest | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of related party loan into convertible debt | 1,137,000 | 1,060,000 |
Termination of lease contracts | 73,554 | 0 |
Resolution of derivative liability | 532,647 | 0 |
Debt discount from derivative liability | 16,133 | 764,144 |
Conversion of convertible note to common stock | 1,122,500 | 0 |
Right of use asset and operating lease liability recognized from adoption of ASC 842 | 68,397 | 250,066 |
Forgiveness of related party loan | $ 0 | $ 81,290 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Aug. 31, 2021 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Boatim Inc.. (“we”, “our, “Boatim”, the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. Its fiscal year end is August 31. Boatim, Inc. established Boatim Europe S.L. (“Boatim Europe”) as a private limited company pursuant to the laws of Spain on December 18, 2019, with the Company having indirect control of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc. All membership interests of Boatim Europe are currently held in trust by the Company´s CEO for practical reasons and only until the formal transfer into the name of Company has been completed according to the requirements of applicable Spanish law. In December 2020, the Company finalized the process of collecting and submitting all required paperwork to the Spanish authorities to enter Boatim Inc. as direct owner on public records in Spain, making Boatim Europe a wholly owned subsidiary of the Company. Originally in the business of producing and distributing furniture, the business was changed to online food blogging as a promotion channel for restaurants, bars and fine dining. Subsequently, following the acquisition of the Boatim software platform, the Company expanded into the boating industry by further developing the software platform. The Boatim software platform is an online boat trading marketplace, combining data-driven technology and our digital marketing capabilities to offer a rolling subscription for service model of access to the platform for the extensive market of global boat dealers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company with its fiscal year end of August 31, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as of August 31. Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended August 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Fixed Assets Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2021 and 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring 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 as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, convertible notes and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short term maturities. Foreign Currency Assets and liabilities of Boatim Europe are translated into U.S. dollars at the respective rates of exchange prevailing at the end of the reporting period. Income and expense accounts are translated at average exchange rates prevailing during the reporting period. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive (loss) income (“AOCI”) and will be included as income or expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, monetary asset and liability accounts are translated into the Company’s reporting currency, the US dollar, using the closing exchange rate in effect at the balance sheet date, nonmonetary accounts are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Translation of amounts from the local currency of Boatim Europe into US$ has been made at the following exchange rates: August 31, 2021 August 31, 2020 Current EUR: US$ exchange rate 1.1771 1.1991 Average EUR: US$ exchange rate 1.1951 1.1136 Capitalized Software Development Costs Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred. Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the year ended August 31, 2021 and for the fiscal year ended to August 31, 2020, the Company capitalized $321,562 and $259,156 in software development costs. Software costs are included in “Capitalized software costs, net” on the Company’s consolidated balance sheets and are depreciated using the straight-line method over their estimated useful life of five years. Impairment of Long-Lived Assets The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. No impairment losses were required to be recognized during the fiscal years ended August 31, 2021 and 2020. Leases As of September 1, 2019, the Company adopted the provisions of "Accounting Standards Codification Topic 842 Leases (ASC 842)" using the modified retrospective basis for all agreements The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At August 31, 2021 and 2020, the Company had $0 and $307,446 derivative liability, respectively. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates. Basic and Diluted Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the years ended August 31, 2021 and 2020, potential dilutive instruments were anti-dilutive due to the Company’s net losses. Income Taxes We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations and comprehensive loss, as if such amounts were paid in cash. Recent Accounting Pronouncements On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. This ASU will be effective for the Company on September 1, 2021 and will have an impact on the consolidated financial statements once adopted. The Company is still evaluating how much of an impact this ASU will have on its consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01 in response to an EITF consensus. The ASU makes improvements related to the following two topics: (a) Accounting for certain equity securities when the equity method of accounting is applied or discontinued — The ASU clarifies that “an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.” (b) Scope considerations related to forward contracts and purchased options on certain securities — The ASU clarifies that “for the purpose of applying paragraph 815-10- 15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe this ASU will have an impact on its consolidated financial statements upon adoption of this ASU on September 1, 2021. In May 2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2021 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had minimal revenues during year ended August 31, 2021 of $900 and $118 revenues for the year ended August 31, 2020 and has recurring losses. In addition, the Company had a negative working capital as of August 31, 2021 and has not completed its efforts to establish a source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on borrowings from related parties to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services. The former Chief Technology Officer of the Company, Mr. Patrick Heneise is also the owner of Zentered OÜ (fka Heneise Consulting OÜ, “Zentered”). Zentered has provided software development and maintenance services to the Company and has recognized expenses for such services of $39,231 during the year ended August 31, 2020. As of August 31, 2021 and 2020 nothing remains outstanding. During the fiscal year ended August 31, 2020, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $774,771 to the Company. During the fiscal year ended August 31, 2021, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $1,216,420 to the Company. Cayo is owned by the former majority shareholder and former officer, Mr. Yves Toelderer. On June 07, 2021 and June 08, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. There was no gain or loss on extinguishment recorded on the old Cayo Venture loan. As of August 31, 2021 and 2020, the Company owed a total of $427,451 and 348,031, respectively, to Cayo, which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand. During the year ended August 31, 2019, the Company issued a note in the amount of $500,000 to Cayo for the purchase of the Boatim software platform. The note matured on January 23, 2020 but was extended to January 23, 2021. On July 21, 2020, the Company cancelled the note when Cayo transferred its claim against the Company to an unrelated party. On the same date, Cayo also assigned a portion of the related party loans (see above) amounting to $560,000 to another unrelated party. The Company then issued convertible notes to these unrelated parties. (See Note 7). On June 1, 2020, the Company entered into services agreement with Mr. Wolfgang Tippner, as Chief Executive Officer. The agreement calls for a sign-on bonus of $24,000, payable within 6 months from the date of the agreement and a cash compensation for his services of $8,000 per month. During the years ended August 31, 2021 and August 31, 2020, a total of $8,000 and $0 has been paid to Mr. Tippner, respectively. As of August 31, 2020, $48,000 in accrued compensation remained outstanding. As of August 31, 2021, $120,000 in accrued compensation remains outstanding. On June 1, 2020, the Company entered into a service agreement with Mr. Patrick Heneise, as Chief Technology Officer. The agreement calls for an equity bonus of 200,000 common shares of the company within 6 months of the date of the agreement. As cash compensation for his services he is to receive a total of €35,000, payable at €2,500 per month for technology consulting services and a €5,000 executive services fee payable annually. During the year ended August 31, 2021 and 2020, a total of $14,922 and $2,968 has been paid to Mr. Heneise, respectively. On June 02, 2021 Patrick Heneise resigned as Director and CTO which took effect on June 30, 2021 but continues with the Company as a consultant. As of August 31, 2021 and 2020, $24,301 and $8,864 in accrued compensation remains outstanding, respectively. During the year ended August 31, 2021, the Company recognized $250,000 of stock-based compensation expense for the 200,000 shares earned by Mr. Heneise. On June 15, 2020, the Company entered into a service agreement with Mr. Chris Roy, as Chief Product Officer. The agreement calls for a base salary of €125,000 per year. In addition, Mr. Roy is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the years ended August 31, 2021 and 2020, this performance bonus was not earned or paid to Mr. Roy. During the year ended August 31, 2020, a total of $33,145 has been paid to Mr. Roy. During the year ended August 31, 2021 a total of $112,801, had been paid to Mr. Roy. Mr. Chris Roy resigned as a member of the Board of Directors on February 12, 2021. As of August 31, 2021 and 2020, $0 and $23,140 in accrued compensation remains outstanding, respectively. On July 1, 2020, the Company entered into a service agreement with Mr. Patrick Burkert, as Chief Marketing Officer. The agreement calls for a sign on bonus of 500,000 shares of restricted common stock, of which 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. He will also receive a base salary of €144,000 per year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. None of the bonus has been earned to date. Mr. Patrick Burkert resigned as a member of the Board of Directors on February 12, 2021. During the year ended August 31, 2020, a total of $71,400 has been paid to Mr. Burkert in cash compensation. As of August 31, 2021 and 2020, $0 in accrued cash compensation remains outstanding. During the year ended August 31, 2021, the Company paid $100,389 in cash compensation and recognized $312,500 of stock-based compensation expense for the 250,000 shares earned by Mr. Burkert. On January 1, 2021, the Company entered into a service agreement with Mr. Benjamin Salter, as Director and Chief Financial Officer. The agreement calls for a sign on bonus of options for 500,000 shares of common stock at a strike price of $0.10 per share. See Note 10. The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. In addition, Mr. Salter is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the year ended August 31, 2021, a total of $43,992 has been paid to Mr. Salter in cash compensation. As of August 31, 2021, $78,679 in accrued cash compensation remains outstanding. As of August 31, 2021, there was $0 earned or accrued for a performance-based bonus. During the year ended August 31, 2021 the Company recognized $64,493 of stock-based compensation expense for the options granted under this service agreement. Mr. Salter resigned as a member of the Board of Directors and as CFO on March 19, 2021 but continues with the Company heading business development and operations in Europe. On April 1, 2021, the Company entered into an independent contractor agreement with Mr. Salter, as Head of Operations. The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company. In addition, Mr. Salter is to receive options for 25,000 shares of common stock each month at a strike price of $0.10 per share with a term of 15 months. The Company agreed to also make a cash payment to Mr. Salter on exercise of his options of $2,500. During the year ended August 31, 2021, the Company recognized $31,331 of stock-based compensation expense for the options granted under this agreement. On March 19, 2021, the Company entered into a service agreement with Mr. Mario Beckles, as Director and Chief Financial Officer, commencing on April 1, 2020. The agreement calls for cash compensation in the amount of $3,000 per month to be paid monthly. As of August 31, 2021, $15,000 has been paid to Mr. Beckles in cash compensation. As of August 31, 2021, $4,500 unpaid cash compensation is outstanding. On June 22, 2021, the Company entered into an employment agreement with Mr. Joseph Johnson, as a member of the Board of Directors and as Chief Executive Officer. The agreement provides for a base salary of $250,000 per year, subject to an inflationary increase using the US Consumer Price Index. The agreement also provides for an annual incentive bonus equal to 200% of his base salary and a sign on bonus of 1,000,000 shares of unrestricted common stock which will be fully vested with a service period of six (6) months from the date of the agreement. In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares. As of August 31, 2021, $20,833 has been paid to Mr. Johnson in cash compensation. As of August 31, 2021, $20,833 unpaid cash compensation is outstanding. |
LEASES
LEASES | 12 Months Ended |
Aug. 31, 2021 | |
LEASES | |
NOTE 5 - LEASES | NOTE 5 – LEASES On February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842 provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangements and has classified these as operating leases. Additionally, the lease terms of each of our office leases are short term in nature, however, the Company elected to apply ASC Topic 842 to these leases, because we intend to renew each lease for terms longer than 12 months. As a result of the adoption of ASC Topic 842, the Company recognized a right-of-use asset and operating lease liabilities based on the present value of the minimum rental payments. Operating Lease Obligations On August 1, 2019, the Company entered into an office lease for a six person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,340 plus VAT in monthly payments. The lease begins August 01, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $6,842 in remaining operating lease obligation and right of use asset on April 30, 2021, in accordance with ASC Topic 842. On December 1, 2019, the Company entered into an office lease for a nine person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €3,120 plus VAT in monthly payments. The lease begins December 1, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company ended this nine person office lease and entered into an 8 person lease contract on May 1, 2021. As a result of the early termination of this lease, the Company wrote off $27,318 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842. This new lease calls for rent payments of €1,800 plus VAT in monthly payments. In addition, the lease also includes the use of a flexible work desk for an additional €150 plus VAT. The lease begins May 1, 2021, is month to month with no permanency clause, of which management intends to renew for 24 months. Management has evaluated this new leasing arrangement and has classified this as an operating lease and has accounted for it as a separate new lease contract due to the changes that were noted in this lease. The Company has elected to apply ASC Topic 842 to this lease, because we intend to renew this lease for a term longer than 12 months. As a result of the adoption of ASC Topic 842, the Company has recognized a right-of-use asset of $68,397 and operating lease liability of $68,397 on this lease. On April 20, 2020, the Company entered into an office lease for a six-person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,550 plus VAT in monthly payments. The lease begins April 20, 2020 is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six-person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $41,859 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842. The Company has recorded operating lease expense in the amount of $119,572 during the fiscal year ended August 31, 2021. As of August 31, 2021, the Company had $55,743 in Right of Use Asset and Operating lease liability. As of August 31, 2021, the discount rate for these leases is 2.04% and the weighted average remaining term is 20 months. Future minimum operating lease payments at August 31, 2021 consist of: For the year ending August 31, 2022 $ 33,745 2023 22,497 Total minimum lease payments 56,242 Less: present value discount (499 ) Present value of minimum lease payments 55,743 Current portion of operating lease obligations 33,333 Operating lease obligations, net of current portion $ 22,410 |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Aug. 31, 2021 | |
LOAN PAYABLE | |
NOTE 6 - LOAN PAYABLE | NOTE 6 – LOAN PAYABLE On July 27, 2020, the Company received a short-term loan from an unrelated third party in the amount of €40,000. The loan is unsecured, has no maturity date and is non-interest bearing. As of August 31, 2020, the USD equivalent of $47,962 remains outstanding. The loan was repaid on September 30, 2020. On February 11, 2021, the Company received a short-term loan from an unrelated third party in the amount of $20,000. The loan is unsecured, has no maturity date and is non-interest bearing. On August 28, 2020, this loan was assigned to an unrelated third party for the full amount of the loan. The loan is also unsecured, has not maturity and is non-interest. As of August 31, 2021, $20,000 remains outstanding. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Aug. 31, 2021 | |
CONVERTIBLE NOTES | |
NOTE 7 - CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES On July 21, 2020, the Company issued convertible notes in the amount of $500,000 and $560,000 to two unrelated parties, in exchange for their assumption of the December 8, 2018 note and related party loans owed to Cayo for the same amounts. (See Note 4). The notes do not bear interest and matured on January 22, 2021. The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion. The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. On January 10, 2021 the holder of the note in the amount of $500,000 converted $500,000 of its note into 578,681 shares of common stock and the unamortized discount at the date of conversion of $27,838 was written off to interest expense. On January 10, 2021 the holder of the note in the amount of $560,000 converted $560,000 of its note into 567,108 shares of common stock and the unamortized discount at the date of conversion of $22,439 was written off to interest expense. On April 23, 2021 the holder of the note in the amount of $62,500 converted $62,500 of its note into 135,038 shares of common stock. On September 22, 2020, the Board approved the issuance of up to $5,000,000 in new convertible notes, in multiple tranches, convertible at maturity into common shares. At May 31, 2021 the Company has received tranches of $62,500, $44,550, $60,000, $110,000, $130,000, and $82,700 respectively from unrelated parties under this facility. The note in the amount of $62,500 matures on March 31, 2021 and is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. The note in the amount of $44,550 matures on June 22, 2021, the note in the amount of $60,000 matures on July 22, 2021, the note in the amount of $110,000 matures on August 22, 2021, the note in the amount of $130,000 matures on September 22, 2021 and the note in the amount of $82,700 matures on October 1, 2021; these notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. Due to these provisions, the embedded conversion option of the notes issued under the September 22, 2020 issuances do not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging On June 7, 2021 and June 8, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. These notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. Due to these provisions, the embedded conversion option does not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging. A summary of changes to the convertible notes for the year ended August 31, 2021 is as follows: Carrying value of Convertible Notes at August 31, 2020 $ 464,650 New principal 1,671,170 Total principal 2,135,820 Less: conversion of principal (1,122,500 ) Less: discount related to fair value of the embedded conversion feature (16,133 ) Less: discount related to original issue discount (1,565 ) Add: amortization of discount 617,934 Carrying value of Convertible Notes at August 31, 2021 $ 1,613,556 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Aug. 31, 2021 | |
DERIVATIVE LIABILITY | |
NOTE 8 - DERIVATIVE LIABILITY | NOTE 8 – DERIVATIVE LIABILITY The Company has determined that the variable conversion prices under its convertible notes that do not have a floor price caused the embedded conversion feature to be accounted for as a derivative instrument. The remaining notes as of August 31, 2021, are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. The change in fair values of the derivative liabilities related to the Convertible Notes for the year ended August 31, 2021 is summarized as: Quoted market prices Fair value at for identical Significant other Significant August 31, assets/liabilities observable inputs unobservable inputs 2021 (Level 1) (Level 2) (Level 3) Derivative Liability $ - $ - $ - $ - Fair value of derivatives at August 31, 2020 $ 307,446 Addition of new derivative liabilities upon issuance of convertible notes as debt discount 16,133 Reduction of derivative liabilities from conversion of convertible notes to shares of common stock (532,647 ) Loss on change in fair value of derivative liabilities 209,068 Fair value of derivative liabilities at August 31, 2021 $ - |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Aug. 31, 2021 | |
COMMON STOCK | |
NOTE 9 - COMMON STOCK | NOTE 9 – COMMON STOCK As of August 31, 2021, and 2020, a total of 51,780,838 and 50,500,011 shares of common stock were issued and outstanding, respectively. The Company has not issued the stock-based compensation of 250,000 shares of common stock to Patrick Burkert or the 200,000 shares of common stock to Patrick Heneise. During the year ended August 31, 2021, the Company issued 1,280,827 common shares to satisfy the conversion of $1,122,500 of convertible promissory notes. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Aug. 31, 2021 | |
SHARE BASED COMPENSATION | |
NOTE 10 - SHARE BASED COMPENSATION | NOTE 10 - SHARE-BASED COMPENSATION Stock Options During the year ended August 31, 2021, the Company granted options for the purchase of the Company’s common stock to certain employees and consultants as consideration for services rendered. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options generally vest upon the one-year anniversary date of the grant and have a maximum term of fifteen months. The following summarizes the stock option activity for the year ended August 31, 2021: Options Outstanding Weighted-Average Exercise Price Balance as of August 31, 2020 - - Grants 625,000 $ 0.10 Exercised - - Forfeited (450,000 ) 0.10 Balance as of August 31, 2021 175,000 $ 0.10 The weighted average grant date fair value of stock options granted during the year ended August 31, 2021 was $1.08. The total fair value of stock options granted during the year ended August 31, 2021 was approximately $676,262. The total fair value of stock options that was forfeited during the year ended August 31, 2021 was approximately $580,438. The total share-based compensation expense in connection with issuance of stock options recognized during the year ended August 31, 2021 was $95,825. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the year ended August 31, 2021: Expected term (years) 1.25 years Expected stock price volatility 115-632 % Weighted-average risk-free rate 0.10-0.20 % Expected dividend - Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of August 31, 2021: Number of Options Weighted-Average Remaining Contractual Life (in Years) Weighted-Average Exercise Price Outstanding 175,000 0.58 $ 0.10 Exercisable 175,000 0.58 $ 0.10 Expected to vest - 0.58 $ 0.10 Restricted Stock Awards During the year ended August 31, 2021, the Company issued restricted stock awards for shares of common stock which have been reserved for the holders of the awards. Restricted stock awards were issued to certain employees and consultants as consideration for services rendered. The terms of the restricted stock units are determined by the Company’s Board of Directors. The Company’s restricted stock shares generally vest over a period of one year. The following summarizes the restricted stock activity for the year ended August 31, 2021 and year ended August 31, 2020: Shares Weighted-Average Fair Value per Share Balance as of August 31, 2019 - - Shares of restricted stock granted 500,000 $ 1.25 Forfeited - - Balance as of August 31, 2020 500,000 $ 1.25 Shares of restricted stock granted 200,000 - Forfeited (250,000 ) - Balance as of August 31, 2021 450,000 $ 1.25 August 31, August 31, Number of Restricted Stock Awards 2021 2020 Vested 450,000 50,000 Non-vested - 450,000 450,000 500,000 As of August 31, 2021 and 2020, there was unrecognized compensation cost of $0 and $500,000, related to non-vested share-based compensation, respectively, which is expected to be recognized over the next year. In addition, none of the restricted share awards presented above has been issued or outstanding as of August 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2020 | |
INCOME TAXES | |
NOTE 11 - INCOME TAXES | NOTE 11 – INCOME TAXES The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. On December 22, 2017, the US Congress enacted the Tax Cuts and Jobs Act (Tax Reform Legislation), which made significant changes to US federal income tax law including a reduction in the corporate tax rate to 21% for tax years beginning with 2018. These changes will impact the changes in the valuation allowance, components of the tax rate reconciliation and realization of loss carryforwards. The Company has available net operating loss carry-forward of approximately $1,761,676. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. For the year ended August 31, 2021 2020 Net operating loss carryforwards $ (3,116,169 ) $ (409,914 ) Temporary differences: Stock based compensation 595,825 62,500 Accrued expenses 373,038 189,680 Permanent differences: Change in fair value of derivative liability 209,068 (456,698 ) Amortization of debt discount 617,934 169,794 Amortization of right of use asset 119,572 - Amortization of capitalized software 70,085 - Depreciation 8,597 - Tax loss for the year (1,122,050 ) (444,638 ) Estimated effective tax rate 21 % 21 % Net Deferred tax asset $ 235,631 $ 149,919 Less: valuation allowance (235,631 ) (149,919 ) Total Deferred tax asset $ - $ - Uncertain Tax Positions Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements. If recognized, substantially all of the unrecognized tax benefits for the Company’s fiscal years ended August 31, 2021 and 2020 would affect the effective income tax rate. There were no unrecognized income tax benefits as of August 31, 2021 and 2020. The Company recognizes the interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company did not recognize any expenses any interest and penalties as of August 31, 2021 and 2020, respectively. All tax years since inception are open for examination by taxing authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2020 | |
SUBSEQUENT EVENTS | |
Note 12 - SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS From September 1, 2021 until the date of this document December 30, 2021 the Company borrowed from Cayo the total amount of $121,537. The advances are unsecured, due on demand and non-interest bearing. On October 26, 2021, the Company issued 875,000 common shares to an unrelated third party vendor for marketing services valued at $0.415 per share for a total $363,125. On November 12, 2021, the Company issued 1,055,556 common shares to an unrelated third party vendor for marketing services valued at $0.36 per share for a total $380,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company with its fiscal year end of August 31, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as of August 31. |
Basis of Presentation | The accompanying consolidated financial statements of the Company for the years ended August 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Fixed Assets | Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. |
Fair Value of Financial Instruments | ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2021 and 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring 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 as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, convertible notes and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short term maturities. |
Foreign Currency | Translation of amounts from the local currency of Boatim Europe into US$ has been made at the following exchange rates: August 31, 2021 August 31, 2020 Current EUR: US$ exchange rate 1.1771 1.1991 Average EUR: US$ exchange rate 1.1951 1.1136 |
Capitalized Software Development Costs | Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred. Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the year ended August 31, 2021 and for the fiscal year ended to August 31, 2020, the Company capitalized $321,562 and $259,156 in software development costs. Software costs are included in “Capitalized software costs, net” on the Company’s consolidated balance sheets and are depreciated using the straight-line method over their estimated useful life of five years. |
Impairment of Long-Lived Assets | The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. No impairment losses were required to be recognized during the fiscal years ended August 31, 2021 and 2020. |
Leases | As of September 1, 2019, the Company adopted the provisions of "Accounting Standards Codification Topic 842 Leases (ASC 842)" using the modified retrospective basis for all agreements The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company. |
Derivative Instrument Liability | The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At August 31, 2021 and 2020, the Company had $0 and $307,446 derivative liability, respectively. |
Use of Estimates | The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates. |
Basic and Diluted Loss Per Share | The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the years ended August 31, 2021 and 2020, potential dilutive instruments were anti-dilutive due to the Company’s net losses. |
Income Taxes | We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted. |
Stock Based Compensation | The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations and comprehensive loss, as if such amounts were paid in cash. |
Recent Accounting Pronouncement | On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. This ASU will be effective for the Company on September 1, 2021 and will have an impact on the consolidated financial statements once adopted. The Company is still evaluating how much of an impact this ASU will have on its consolidated financial statements. On January 16, 2020, the FASB issued ASU 2020-01 in response to an EITF consensus. The ASU makes improvements related to the following two topics: (a) Accounting for certain equity securities when the equity method of accounting is applied or discontinued — The ASU clarifies that “an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.” (b) Scope considerations related to forward contracts and purchased options on certain securities — The ASU clarifies that “for the purpose of applying paragraph 815-10- 15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe this ASU will have an impact on its consolidated financial statements upon adoption of this ASU on September 1, 2021. In May 2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of Foreign Currency Translation | August 31, 2021 August 31, 2020 Current EUR: US$ exchange rate 1.1771 1.1991 Average EUR: US$ exchange rate 1.1951 1.1136 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
LEASES | |
Summary of future minimum operating lease payments | For the year ending August 31, 2022 $ 33,745 2023 22,497 Total minimum lease payments 56,242 Less: present value discount (499 ) Present value of minimum lease payments 55,743 Current portion of operating lease obligations 33,333 Operating lease obligations, net of current portion $ 22,410 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
CONVERTIBLE NOTES | |
Summary of convertible notes | Carrying value of Convertible Notes at August 31, 2020 $ 464,650 New principal 1,671,170 Total principal 2,135,820 Less: conversion of principal (1,122,500 ) Less: discount related to fair value of the embedded conversion feature (16,133 ) Less: discount related to original issue discount (1,565 ) Add: amortization of discount 617,934 Carrying value of Convertible Notes at August 31, 2021 $ 1,613,556 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
DERIVATIVE LIABILITY | |
Summary of Derivative liability | Quoted market prices Fair value at for identical Significant other Significant August 31, assets/liabilities observable inputs unobservable inputs 2021 (Level 1) (Level 2) (Level 3) Derivative Liability $ - $ - $ - $ - Fair value of derivatives at August 31, 2020 $ 307,446 Addition of new derivative liabilities upon issuance of convertible notes as debt discount 16,133 Reduction of derivative liabilities from conversion of convertible notes to shares of common stock (532,647 ) Loss on change in fair value of derivative liabilities 209,068 Fair value of derivative liabilities at August 31, 2021 $ - |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
SHARE BASED COMPENSATION | |
Summary of Stock option activity | Options Outstanding Weighted-Average Exercise Price Balance as of August 31, 2020 - - Grants 625,000 $ 0.10 Exercised - - Forfeited (450,000 ) 0.10 Balance as of August 31, 2021 175,000 $ 0.10 |
Summary of weighted average assumptions Table Text Block | Expected term (years) 1.25 years Expected stock price volatility 115-632 % Weighted-average risk-free rate 0.10-0.20 % Expected dividend - |
Summary of stock option vested | Number of Options Weighted-Average Remaining Contractual Life (in Years) Weighted-Average Exercise Price Outstanding 175,000 0.58 $ 0.10 Exercisable 175,000 0.58 $ 0.10 Expected to vest - 0.58 $ 0.10 |
Summarizes the restricted stock activity | Shares Weighted-Average Fair Value per Share Balance as of August 31, 2019 - - Shares of restricted stock granted 500,000 $ 1.25 Forfeited - - Balance as of August 31, 2020 500,000 $ 1.25 Shares of restricted stock granted 200,000 - Forfeited (250,000 ) - Balance as of August 31, 2021 450,000 $ 1.25 August 31, August 31, Number of Restricted Stock Awards 2021 2020 Vested 450,000 50,000 Non-vested - 450,000 450,000 500,000 |
INCOME TAXES (Table)
INCOME TAXES (Table) | 12 Months Ended |
Aug. 31, 2020 | |
INCOME TAXES | |
Schedule of Deferred Tax Assets | For the year ended August 31, 2021 2020 Net operating loss carryforwards $ (3,116,169 ) $ (409,914 ) Temporary differences: Stock based compensation 595,825 62,500 Accrued expenses 373,038 189,680 Permanent differences: Change in fair value of derivative liability 209,068 (456,698 ) Amortization of debt discount 617,934 169,794 Amortization of right of use asset 119,572 - Amortization of capitalized software 70,085 - Depreciation 8,597 - Tax loss for the year (1,122,050 ) (444,638 ) Estimated effective tax rate 21 % 21 % Net Deferred tax asset $ 235,631 $ 149,919 Less: valuation allowance (235,631 ) (149,919 ) Total Deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Aug. 31, 2021 | Aug. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Current EUR: US$ exchange rate | 1.1771 | 1.1991 |
Average EUR: US$ exchange rate | 1.1951 | 1.1136 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Estimated useful lives of the assets | 3 years | ||
Impairment loss | $ 0 | $ 0 | |
Capitalized Software Development Costs [Member] | |||
Estimated useful lives | 5 years | ||
Software development costs | $ 321,562 | $ 259,156 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
GOING CONCERN | ||
Revenues | $ 900 | $ 118 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | |||||||
Aug. 31, 2021USD ($)$ / sharesshares | Aug. 31, 2021EUR (€)shares | Aug. 31, 2020USD ($)shares | Aug. 31, 2019USD ($) | Aug. 31, 2021EUR (€)shares | Jun. 08, 2021USD ($) | Jun. 07, 2021USD ($) | Apr. 23, 2021USD ($)shares | |
Stock-based compensation expense | $ 595,824 | $ 62,500 | ||||||
Common stock shares issued | shares | 51,780,838 | 50,500,011 | 51,780,838 | 135,038 | ||||
Due to related parties | $ 1,990,055 | $ (259,635) | ||||||
Convertible notes issued | $ 62,500 | |||||||
June 22, 2021 [Member] | Mr Johnson [Member] | ||||||||
Cash compensation | 20,833 | |||||||
Accrued compensation | 20,833 | |||||||
Salary paid | $ 250,000 | |||||||
Unrestricted common stock | shares | 1,000,000 | 1,000,000 | ||||||
Agreement description | In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares. | In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares. | ||||||
Mr. Benjamin Salter [Member] | April 1, 2021 [Member] | ||||||||
Option term | 15 years | 15 years | ||||||
Agreement Descriptions | The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company | The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company | ||||||
Option granted | shares | 25,000 | 25,000 | ||||||
Strike price | $ / shares | $ 0.10 | |||||||
Exercise cash payment | $ 2,500 | |||||||
Stock-based compensation expense | $ 31,331 | |||||||
Mr. Benjamin Salter [Member] | January 1, 2021 [Member] | Director And Chief Financial Officer [Member] | ||||||||
Agreement Descriptions | The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. | The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. | ||||||
Strike price | $ / shares | $ 0.10 | |||||||
Stock-based compensation expense | $ 64,493 | |||||||
Common stock shares issued | shares | 500,000 | 500,000 | ||||||
Performance Bonus | 50.00% | 50.00% | ||||||
Cash compensation | $ 43,992 | |||||||
Accrued compensation | 78,679 | |||||||
Performance-based bonus | $ 0 | |||||||
Mr. Patrick Burkert [Member] | ||||||||
Stock based compensation, shares | shares | 250,000 | 250,000 | ||||||
Mr. Patrick Burkert [Member] | July 1, 2020 [Member] | ||||||||
Agreement Descriptions | 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. | 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. | ||||||
Stock-based compensation expense | $ 312,500 | |||||||
Performance Bonus | 50.00% | 50.00% | ||||||
Cash compensation | $ 100,389 | 71,400 | ||||||
Accrued compensation | 0 | |||||||
Salary paid | € | € 144,000 | |||||||
Stock based compensation, shares | shares | 250,000 | 250,000 | ||||||
Mr. Patrick Heneise [Member] | ||||||||
Stock based compensation, shares | shares | 200,000 | 200,000 | ||||||
Mr. Patrick Heneise [Member] | June 1, 2020 [Member] | ||||||||
Stock-based compensation expense | $ 250,000 | |||||||
Cash compensation | 14,922 | 2,968 | ||||||
Accrued compensation | $ 24,301 | 8,864 | ||||||
Stock based compensation, shares | shares | 200,000 | 200,000 | ||||||
Software development Expenses | $ 39,231 | |||||||
Due to related parties | € | € 35,000 | |||||||
Common Shares | shares | 200,000 | 200,000 | ||||||
Technology consulting services monthly | € | € 2,500 | |||||||
Fee Payable | € | € 5,000 | |||||||
Mr. Chris Roy [Member] | June 15, 2020 [Member] | ||||||||
Performance Bonus | 50.00% | 50.00% | ||||||
Cash compensation | $ 112,801 | 33,145 | ||||||
Accrued compensation | 0 | 23,140 | ||||||
Salary paid | € | € 125,000 | |||||||
Mr. Mario Beckles [Member] | March 19, 2021 [Member] | Director And Chief Financial Officer [Member] | ||||||||
Cash compensation | 15,000 | |||||||
Accrued compensation | 4,500 | |||||||
Cash compensation monthly | 3,000 | |||||||
Mr. Wolfgang Tippner [Member] | June 1, 2020 [Member] | ||||||||
Cash compensation | 8,000 | 8,000 | ||||||
Accrued compensation | $ 120,000 | 48,000 | ||||||
Common Shares | shares | 24,000 | 24,000 | ||||||
Cash compensation monthly | $ 8,000 | |||||||
Mr. Yves Toelderer [Member] | ||||||||
Due to related parties | 2,833 | |||||||
Cayo Ventures [Member] | ||||||||
Due to related parties | 427,451 | 348,031 | ||||||
Due to related party for acquisition of intangible asset | $ 500,000 | |||||||
Advance from related party | 1,216,420 | $ 774,771 | ||||||
Related party loans | $ 560,000 | |||||||
Convertible notes issued | $ 441,000 | $ 696,000 | ||||||
Maturity date | Jan. 23, 2021 | Jan. 23, 2021 |
LEASES (Details)
LEASES (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
LEASES | ||
2022 | $ 33,745 | |
2023 | 22,497 | |
Total minimum lease payments | 56,242 | |
Less: present value discount | (499) | |
Present value of minimum lease payments | 55,743 | |
Current portion of operating lease obligations | 33,333 | |
Operating lease obligations, less current portion | $ 22,410 | $ 38,391 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended | |||
Aug. 31, 2021USD ($) | Aug. 31, 2021EUR (€) | Aug. 31, 2020USD ($) | Apr. 30, 2021USD ($) | |
Lease discount rate | 2.04% | |||
Weighted average remaining term | 20 years | 20 years | ||
Right of use asset and operating lease liability recognized from adoption of ASC 842 | $ 68,397 | $ 250,066 | ||
Operating lease expense | 119,572 | |||
Right of use asset - operating lease | $ 55,743 | $ 162,304 | ||
May 1, 2021 [Member] | ||||
Lease rental expense, per month | € | € 1,800 | |||
Additional rent payment | € | 150 | |||
April 20, 2020 [Member] | ||||
Lease rental expense, per month | € | 2,550 | |||
Write off remaining operating lease obligation | $ 41,859 | |||
December 01, 2019 [Member] | ||||
Lease rental expense, per month | € | 3,120 | |||
Write off remaining operating lease obligation | 27,318 | |||
August 1, 2019 [Member] | ||||
Lease rental expense, per month | € | € 2,340 | |||
Write off remaining operating lease obligation | $ 6,842 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - 12 months ended Aug. 31, 2021 - Third Party [Member] | USD ($) | EUR (€) | USD ($) |
July 27, 2021 [Member] | |||
Loan received from related party | € | € 40,000 | ||
Outstanding loan | $ 47,962 | ||
February 11, 2021 [Member] | |||
Loan received from related party | $ 20,000 | ||
Outstanding loan | $ 20,000 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) | Aug. 31, 2021USD ($) |
CONVERTIBLE NOTES | |
Carrying value of Convertible Notes at August 31, 2020 | $ 464,650 |
New principal | 1,671,170 |
Total principal | 2,135,820 |
Less: conversion of principal | (1,122,500) |
Less: discount related to fair value of the embedded conversion feature | (16,133) |
Less: discount related to original issue discount | (1,565) |
Add: amortization of discount | 617,934 |
Carrying value of Convertible Notes at August 31, 2021 | $ 1,613,556 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Dec. 08, 2018 | Apr. 23, 2021 | Jan. 10, 2021 | Jul. 21, 2020 | Aug. 31, 2021 | Jun. 08, 2021 | Jun. 07, 2021 | Aug. 31, 2020 |
Note issued to related parties | $ 62,500 | |||||||
Common stock issued | 135,038 | 51,780,838 | 50,500,011 | |||||
Convertible notes issued | $ 62,500 | |||||||
Cayo Ventures [Member] | ||||||||
Note issued to related parties | $ 560,000 | $ 500,000 | ||||||
Convertible notes issued | $ 441,000 | $ 696,000 | ||||||
Common stock per share | $ 0.10 | |||||||
Debt instrument descriptions | The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. | The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion. | ||||||
Maturity date | Jan. 22, 2021 | |||||||
September 22, 2020 [Member] | Tranches One [Member] | ||||||||
Convertible notes issued | $ 44,550 | |||||||
Received from unrelated party | $ 44,550 | |||||||
Maturity date | Jun. 22, 2021 | |||||||
September 22, 2020 [Member] | Tranches Two [Member] | ||||||||
Convertible notes issued | $ 60,000 | |||||||
Received from unrelated party | $ 60,000 | |||||||
Maturity date | Jul. 22, 2021 | |||||||
September 22, 2020 [Member] | Tranches Three [Member] | ||||||||
Convertible notes issued | $ 110,000 | |||||||
Received from unrelated party | $ 110,000 | |||||||
Maturity date | Aug. 22, 2021 | |||||||
September 22, 2020 [Member] | Tranches four [Member] | ||||||||
Convertible notes issued | $ 130,000 | |||||||
Received from unrelated party | $ 130,000 | |||||||
Maturity date | Sep. 22, 2021 | |||||||
September 22, 2020 [Member] | Tranches five [Member] | ||||||||
Convertible notes issued | $ 82,700 | |||||||
Received from unrelated party | $ 82,700 | |||||||
Maturity date | Oct. 1, 2021 | |||||||
September 22, 2020 [Member] | Tranches [Member] | ||||||||
Note issued to related parties | $ 5,000,000 | |||||||
Convertible notes issued | 62,500 | |||||||
Received from unrelated party | $ 62,500 | |||||||
Maturity date | Mar. 31, 2021 | |||||||
Common stock per share | $ 0.10 | |||||||
Second Note [Member] | ||||||||
Note issued to related parties | $ 560,000 | |||||||
Convertible notes issued | $ 560,000 | |||||||
Conversion of common stock shares | 567,108 | |||||||
Unamortized debt discount | $ 22,439 | |||||||
First Note [Member] | ||||||||
Note issued to related parties | 500,000 | |||||||
Convertible notes issued | $ 500,000 | |||||||
Conversion of common stock shares | 578,681 | |||||||
Unamortized debt discount | $ 27,838 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Derivative liability | $ 0 | $ 307,446 |
Significant unobservable inputs (Level 3) [Member] | ||
Derivative liability | 0 | $ 307,446 |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount | 16,133 | |
Reduction of derivative liabilities from conversion of convertible notes to shares of common stock | (532,647) | |
Loss on change in fair value of derivative liabilities | 209,068 | |
Significant other observable inputs (Level 2) [Member] | ||
Derivative liability | 0 | |
Quoted market prices for identical assets/liabilities (Level 1) [Member] | ||
Derivative liability | $ 0 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 12 Months Ended |
Aug. 31, 2021 | |
DERIVATIVE LIABILITY | |
Conversion price description | The remaining notes as of August 31, 2021, are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2021 | Apr. 23, 2021 | Aug. 31, 2020 | |
Common stock issued | 51,780,838 | 135,038 | 50,500,011 |
Common stock, shares outstanding | 51,780,838 | 50,500,011 | |
Mr. Patrick Heneise [Member] | |||
Stock based compensation, shares | 200,000 | ||
Mr. Patrick Burkert [Member] | |||
Stock based compensation, shares | 250,000 | ||
Convertible Promissory Notes [Member] | |||
Common stock issued | 1,280,827 | ||
Convertible promissory notes | $ 1,122,500 |
SHAREBASED COMPENSATION (Detail
SHAREBASED COMPENSATION (Details) - Stock Options [Member] | 12 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Options outstanding, Grants | shares | 625,000 |
Options outstanding, Forfeited | shares | (450,000) |
Options outstanding, Ending | shares | 175,000 |
Weighted average exercise price balance, Beginning | $ 0 |
Weighted average exercise price, Grants | 0.10 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Forfeited | 0.10 |
Weighted average exercise price balance, Ending | $ 0.10 |
SHAREBASED COMPENSATION (Deta_2
SHAREBASED COMPENSATION (Details 1) | 12 Months Ended |
Aug. 31, 2021USD ($) | |
Maximum [Member] | |
Expected stock price volatility | 632.00% |
Weighted-average risk-free rate | 0.20% |
Minimum [Member] | |
Expected stock price volatility | 115.00% |
Weighted-average risk-free rate | 0.10% |
Weighted Average Assumptions Stock Options Granted [Member] | |
Expected term (years) | 1 year 3 months |
Expected dividend | $ 0 |
SHAREBASED COMPENSATION (Deta_3
SHAREBASED COMPENSATION (Details 2) - Stock Options Vested [Member] | 12 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Number of options, Outstanding | shares | 175,000 |
Number of options, Exercisable | shares | 175,000 |
Number of options, Expected to vest | shares | 0 |
Weighted-average remaining contractual life, Outstanding | 6 months 29 days |
Weighted-average remaining contractual life, Exercisable | 6 months 29 days |
Weighted-average remaining contractual life, Expected to vest | 6 months 29 days |
Weighted-average exercise price, Exercisable | $ / shares | $ 0.10 |
Weighted-average exercise price, Expected to vest | $ / shares | 0.10 |
Weighted-average exercise price, Outstanding | $ / shares | $ 0.10 |
SHAREBASED COMPENSATION (Deta_4
SHAREBASED COMPENSATION (Details 3) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Shares balance, Beginning | 500,000 | |
Shares of restricted stock granted, shares | 200,000 | 500,000 |
Shares, Forfeited | (250,000) | |
Shares balance, Ending | 450,000 | 700,000 |
Weighted average exercise price balance, Beginning | $ 1.25 | $ 0 |
Weighted-average exercise price, Shares of restricted stock granted | 0 | 1.25 |
Weighted average exercise price, Forfeited | 0 | 0 |
Weighted average exercise price balance, Ending | $ 1.25 | $ 1.25 |
SHAREBASED COMPENSATION (Deta_5
SHAREBASED COMPENSATION (Details 4) - shares | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Number of Restricted Stock Swards | ||
Vested | 450,000 | 50,000 |
Non-vested | 450,000 | |
Restricted stock | 450,000 | 500,000 |
SHAREBASED COMPENSATION (Deta_6
SHAREBASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Fair value of stock options granted | $ 676,262 | |
Total fair value of stock options recognized | $ 95,825 | |
Weighted average grant date fair value of stock options granted | $ 1.08 | |
Fair value of stock options cancelled | $ 580,438 | |
Unrecognized compensation cost | 595,825 | $ 62,500 |
Restricted Stock Awards [Member] | ||
Unrecognized compensation cost | $ 0 | $ 500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
INCOME TAXES | ||
Net operating loss carryforwards | $ (3,116,169) | $ (409,914) |
Temporary differences: | ||
Stock based compensation | 595,825 | 62,500 |
Accrued expenses | 373,038 | 189,680 |
Change in fair value of derivative liability | 209,068 | (456,698) |
Amortization of capitalized software | 70,085 | 0 |
Amortization of debt discount | 617,934 | 169,794 |
Depreciation | 8,597 | |
Amortization of right of use asset | 119,572 | |
Tax loss for the year | $ (1,122,050) | $ (444,638) |
Estimated effective tax rate | 21.00% | 21.00% |
Net Deferred tax asset | $ 235,631 | $ 149,919 |
Less: valuation allowance | (235,631) | (149,919) |
Total Deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 24 Months Ended |
Aug. 31, 2021USD ($) | |
INCOME TAXES | |
Net operating loss carryforwards | $ (1,761,676) |
Operating loss carry forwards description | The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Nov. 12, 2021 | Oct. 26, 2021 | Dec. 30, 2021 |
Company Borrowed | $ 121,537 | ||
Unrelated Party [Member] | |||
Common shares issued for service | 1,055,556 | 875,000 | |
Price per share | $ 0.36 | $ 0.415 | |
Common shares issued for service, value | $ 380,000 | $ 363,125 |