Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2022 | Mar. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Boatim, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended February 28, 2022 (the “Original Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “SEC”) on May 05, 2022, solely to properly disclose that the Company Financial Statements as filed for said quarter were unaudited and not reviewed in compliance with SEC rules. Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q. This Amendment should be read in conjunction with the Original Form 10-Q and with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-Q. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 333-200629 | |
Entity Registrant Name | BOATIM INC. | |
Entity Central Index Key | 0001622231 | |
Entity Tax Identification Number | 84-4779679 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 7950 NW 53rd Street | |
Entity Address, Address Line Two | 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,438,206 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 186,843 | $ 69,827 |
Prepaid expenses | 10,743 | 7,500 |
VAT receivable | 28,434 | 17,810 |
Total current assets | 226,020 | 95,137 |
Deposits | 16,918 | 9,440 |
Fixed assets, net | 12,797 | 14,434 |
Capitalized software costs | 452,720 | 510,633 |
Right of use asset – operating lease | 108,527 | 55,743 |
Total non-current assets | 590,962 | 590,250 |
TOTAL ASSETS | 816,982 | 685,387 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 532,658 | 373,039 |
Related party loan | 718,925 | 427,451 |
Loan payable | 20,000 | 20,000 |
Convertible notes, net of unamortized discount and deferred financing fees | 1,712,935 | 1,613,556 |
Current portion - operating lease obligation | 93,944 | 33,333 |
Total current liabilities | 3,078,468 | 2,467,379 |
Non-current Liabilities: | ||
Operating lease obligation, net of current portion | 14,583 | 22,410 |
TOTAL LIABILITIES | 3,093,045 | 2,489,789 |
STOCKHOLDERS’ DEFICIT | ||
Common stock: authorized 500,000,000; $0.001 par value; 58,271,539 and 51,780,838 shares issued and outstanding as of February 28, 2022 and August 31, 2021, respectively | 58,272 | 51,781 |
Additional Paid in Capital | 4,016,197 | 1,990,055 |
Common stock issuable | 100,010 | |
Accumulated deficit | (6,529,600) | (3,913,475) |
Accumulated other comprehensive income | 79,058 | 67,237 |
Total Stockholders’ deficit | (2,276,064) | (1,804,402) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 816,982 | $ 685,387 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Feb. 28, 2022 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 58,271,539 | 51,780,838 |
Common stock, shares outstanding | 58,271,539 | 51,780,838 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 717 | $ 0 | $ 717 |
Operating Expenses: | ||||
General and administrative | 1,082,427 | 1,330,596 | 2,518,113 | 1,609,124 |
Total Operating Expenses | 1,082,427 | 1,330,596 | 2,518,113 | 1,609,124 |
Loss from operations | (1,082,427) | (1,329,879) | (2,518,113) | (1,608,407) |
Other Income (Expense) | ||||
Change in fair value of derivative liability | 89,697 | (191,208) | ||
Interest expense | (99,233) | (260,565) | (99,218) | (645,948) |
Gain (Loss) on foreign exchange | (2,294) | (5,497) | 1,205 | |
Total other income (expense) | (101,527) | (176,365) | (98,013) | (837,156) |
Net loss before income tax provision | (1,183,954) | (1,506,244) | (2,616,125) | (2,445,563) |
Provision for income tax | ||||
Net Loss | (1,183,954) | (1,506,244) | (2,616,125) | (2,445,563) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 11,613 | 39,820 | 11,820 | 24,006 |
Total comprehensive loss | $ (1,172,341) | $ (1,466,424) | $ (2,604,306) | $ (2,421,557) |
Net loss per common share | ||||
Basic and diluted | $ (0.02) | $ (0.03) | $ (0.04) | $ (0.05) |
Weighted average common shares outstanding | ||||
Basic and diluted | 58,271,539 | 51,645,800 | 58,271,539 | 51,645,800 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Issuable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance - November 30, 2020 at Aug. 31, 2020 | $ 50,500 | $ (259,635) | $ (20,706) | $ (797,306) | $ (1,027,147) | |
Balance, shares at Aug. 31, 2020 | 50,500,011 | |||||
Foreign currency translation adjustment | (15,814) | (15,814) | ||||
Net loss | (939,319) | (939,319) | ||||
Balance - February 28, 2021 at Nov. 30, 2020 | $ 50,500 | (259,635) | (36,520) | (1,736,625) | (1,982,280) | |
Balance, shares at Nov. 30, 2020 | 50,500,011 | |||||
Stock based compensation | 704,228 | 704,228 | ||||
Foreign currency translation adjustment | 39,820 | 39,820 | ||||
Net loss | (1,506,244) | (1,506,244) | ||||
Conversion of notes payable to common stock | $ 1,146 | 1,058,854 | 1,060,000 | |||
Conversion of notes payable to common stock, Shares | 1,145,789 | |||||
Resolution of derivative liability | 532,647 | 532,647 | ||||
Balance - February 28, 2021 at Feb. 28, 2021 | $ 50,500 | 2,036,094 | 3,300 | (3,242,869) | (1,151,829) | |
Balance, shares at Feb. 28, 2021 | 51,645,800 | |||||
Balance - November 30, 2020 at Aug. 31, 2021 | $ 51,781 | 1,990,055 | 67,237 | (3,913,475) | (1,804,402) | |
Balance, shares at Aug. 31, 2021 | 51,780,838 | |||||
Common stock issued for services | $ 1,931 | 741,195 | 743,125 | |||
Common stock issued for services, Shares | 1,930,556 | |||||
Stock based compensation | 244,840 | 244,840 | ||||
Foreign currency translation adjustment | 208 | 0 | 208 | |||
Net loss | (1,432,171) | (1,432,171) | ||||
Balance - February 28, 2021 at Nov. 30, 2021 | $ 53,711 | 2,976,090 | 67,445 | (5,345,646) | (2,248,399) | |
Balance, shares at Nov. 30, 2021 | 53,711,394 | |||||
Stock based compensation – stock options | 48,718 | 48,718 | ||||
Stock based compensation – warrants | 635,283 | 635,283 | ||||
Commitment shares issued in connection with convertible debt | $ 4,560 | 200,830 | 205,390 | |||
Commitment shares issued in connection with convertible debt, Shares | 4,560,145 | |||||
Beneficial conversion feature in connection with convertible debt | 112,968 | 112,968 | ||||
Warrants issued in connection with convertible debt | 42,308 | 42,308 | ||||
Stock subscriptions payable | 100,010 | 100,010 | ||||
Foreign currency translation adjustment | 11,613 | 11,613 | ||||
Net loss | (1,183,954) | (1,183,954) | ||||
Balance - February 28, 2021 at Feb. 28, 2022 | $ 58,272 | $ 4,016,197 | $ 100,010 | $ 79,058 | $ (6,529,600) | $ (2,276,064) |
Balance, shares at Feb. 28, 2022 | 58,271,539 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (2,616,125) | $ (2,445,563) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Shares issued for services | 743,125 | |
Stock-based compensation | 928,841 | 704,228 |
Change in fair value of derivative liability | 191,208 | |
Depreciation expense | 693 | 2,543 |
Amortization of debt discount and deferred financing fees | 99,379 | 645,948 |
Amortization of right of use assets | 59,932 | 51,098 |
Amortization of capitalized software costs | 57,913 | 20,635 |
Gain on foreign exchange | (752) | |
Change in operating assets and liabilities, | ||
Prepaid expenses | (11,290) | (61,801) |
VAT receivable | (11,670) | 25,949 |
Accounts payable and accrued expenses | 162,920 | 61,694 |
Operating lease obligation | 52,784 | (68,460) |
NET CASH USED IN OPERATING ACTIVITIES | (533,497) | (872,521) |
INVESTING ACTIVITIES: | ||
Fixed asset purchases | (12,216) | |
Right of use assets | (112,716) | |
Software development costs | (207,404) | |
NET CASH USED IN INVESTIING ACTIVITIES | (112,716) | (219,620) |
FINANCING ACTIVITIES: | ||
Proceeds from related party loan | 301,731 | 810,557 |
Proceeds from loan payable | 20,000 | |
Proceeds from stock subscriptions | 100,010 | |
Proceeds from convertible note | 360,666 | 276,049 |
Repayment of loan | (47,962) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 762,407 | 1,058,644 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 822 | 24,006 |
NET INCREASE/(DECREASE) IN CASH | 117,016 | (9,491) |
CASH – BEGINNING OF PERIOD | 69,827 | 38,427 |
CASH – END OF PERIOD | 186,843 | 28,936 |
Cash paid for: | ||
Income tax | ||
Interest | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt discount from beneficial conversion feature from convertible notes | 112,968 | 26,179 |
Warrants from convertible | 42,308 | |
Commitment shares from convertible debt | 205,390 | |
Original issue discount | $ 44,168 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
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. We acquired and further developed the Boatim software platform which is an online boat trading marketplace that combines 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 | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
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, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at February 28, 2022. Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended February 28, 2022 are not necessarily indicative of the results that may be expected for the year ending August 31, 2022. 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 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 February 28, 2022 and August 31, 2021. 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 income (loss) (“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: Summary of Foreign Currency Translation February 28, 2022 August 31, 2021 Current EUR: US$ exchange rate 1.1197 1.1771 Average EUR: US$ exchange rate 1.1320 1.1951 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 six months ended February 28, 2022 and for the fiscal year ended to August 31, 2021, a total of $ 0 321,562 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. Long-lived assets were evaluated for impairment and the Company recorded impairment loss on Capitalized software development costs of $ 0 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. 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. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of February 28, 2022 and August 31, 2021 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: Schedule of anti-dilutive shares February 28, August 31, 2022 2021 Stock warrants 10,796,232 - Convertible debt 12,720,680 9,494,188 Stock options 2,750,000 1,750,000 Total 26,266,912 11,244,188 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, 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 was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows. 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 | 6 Months Ended |
Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. However, the Company had no Management anticipates that the Company will be dependent, for the near future, on borrowings from related party 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 | 6 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the fiscal year ended August 31, 2021, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $ 1,216,420 696,000 441,000 258,371 810,557 685,822 427,451 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 8,000 0 120,000 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. 144,000 50 0 38,794 0 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 0.10 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. 50 43,992 87,889 78,679 0 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. 25,000 0.10 15 2,500 31,331 26,480 23,558 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, 2021. The agreement calls for cash compensation in the amount of $ 3,000 18,000 4,500 4,500 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 1,000,000 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. 114,965 270,000 0 104,165 20,833 30,103 |
LEASES
LEASES | 6 Months Ended |
Feb. 28, 2022 | |
Leases [Abstract] | |
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 6,842 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 41,859 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 27,318 1,800 150 68,397 8,397 157,820 On October 06, 2021, the Company entered into an office lease for a one-person office space located at 100 Bayview Circle, Suite 100, New Port Beach, CA 92660 with INDUSTRIOUS NPB 100 BAYVIEW CIRCLE LLC. The lease calls for rent payments of $579 in monthly payments. The lease begins October 07, 2021 is month to month with a six month permanency clause, of which management intends to renew after at least two years. On November 17, 2021, the Company entered into an office lease for a nine-person office space located at Marina Port Vell Carrer de l’Escar, 20, ES 08039 Barcelona Spain with Monday by Urbania. The lease calls for rent payments of € 3,447 The Company has recorded operating lease expense in the amount of $ 13,748 29,307 124,510 55,743 124,510 55,743 2.23 21 Future minimum operating lease payments at February 22, 2022 consist of: Summary of future minimum operating lease payments 2022 $ 31,485 2023 63,549 2024 14,583 Total minimum lease payments 109,617 Less: present value discount (1,089 ) Present value of minimum lease payments 108,527 Current portion of operating lease obligation 93,944 Operating Lease obligation, less current portion $ 14,583 |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
LOAN PAYABLE | NOTE 6 – LOAN PAYABLE On February 11, 2021, the Company received a short-term loan from an unrelated third party in the amount of $ 20,000 20,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES On July 21, 2020, the Company issued convertible notes in the amount of $ 500,000 560,000 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 September 22, 2020, the Board approved the issuance of up to $ 5,000,000 62,500 45,000 60,000 110,000 130,000 83,000 48,100 62,500 March 31, 2021 45,000 June 22, 2021 60,000 July 22, 2021 110,000 August 22, 2021 130,000 48,100 October 1, 2021 83,000 October 1, 2021 0.10 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 January 10, 2021 the holder of the note in the amount of $ 500,000 500,000 578,681 27,838 On January 10, 2021 the holder of the note in the amount of $ 560,000 560,000 567,108 22,439 On April 23, 2021 the holder of the note in the amount of $ 62,500 62,500 135,038 On June 7, 2021 and June 8, 2021, the Company issued convertible notes in the amount of $ 696,000 441,000 0.10 On January 4, 2022, the Company received $ 217,500 275,000 27,500 27,500 2,500 10 0.13 0.01 2,750,000 1,100,000 0.25 217,500 24,919 123,802 68,779 On January 7, 2022, the Company received $ 143,166 166,666 16,666 3,500 5 0.15 0.01 0.25 143,166 24,919 123,802 44,188 A summary of value changes to the notes for the six months ended February 28, 2022 is as follows: Summary of convertible notes Carrying value of Convertible Notes at August 31, 2021 $ 1,613,556 New principal 441,666 Total principal 2,055,222 Less: conversion of principal - Less: discount related to fair value of the beneficial conversion feature 360,666 Less: discount related to original issue discount 44,167 Less: deferred financing fees Add: amortization of discount and deferred financing fees 99,379 Carrying value of Convertible Notes at February 28, 2022 $ 1,712,935 As of February 28, 2022, the was a total unamortized discount remaining in the amount of $ 281,672 0.13 0.17 26,266,912 Warrants One January 20, 2022, The Company entered in common stock purchase warrant agreement with an unrelated party to purchase up to 1,750,000 0.001 317,641 January 20, 2023 One January 20, 2022, The Company entered in common stock purchase warrant agreement with an unrelated party to purchase up to 1,750,000 warrant shares with an exercise price of $0.001 per share and valued at $317,641. These warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise in which the holder shall be entitled to receive a number of warrant shares equal to the VWAP on the trading day immediately preceding the date of the applicable Notice of exercise and the exercise price of this warrant and the number of warrant shares that would be exercised by means of cash. The warrants expire January 20, 2023. As of February 28, 2022, the if converted number of common shares of these warrants totaled 2,750,000 |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 8 – COMMON STOCK On October 26, 2021, the Company issued 875,000 0.415 363,126 On November 12, 2021, the Company issued 1,055,556 0.36 380,000 On January 4, 2022, the Company received $ 217,500 275,000 2,750,000 On January 7, 2022, the Company received $ 143,166 166,666 1,810,145 724,058 0.25 On February 15, 2022, the Company filed a Reg 1A offering statement with the Securities and Exchange Commission (SEC) offering up to 41,666,667 0.12 As of February 28, 2022, and August 31, 2020, a total of 58,271,539 51,780,838 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Feb. 28, 2022 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 9 – SHARE-BASED COMPENSATION Stock Options During the six months ended February 28, 2022, 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 six months ended February 28, 2022: Summary of Stock option activity Options Outstanding Weighted-Average Exercise Price Balance as of August 31, 2021 175,000 $ 0.10 Grants 100,000 0.10 Exercised - - Forfeited - - Balance as of February 28, 2022 275,000 $ 0.10 The total share-based compensation expense in connection with issuance of stock options recognized during the six months ended February 28, 2022 was $ 23,558 Summary of weighted average assumptions Expected term (years) 1.25 Expected stock price volatility 110 195 % 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 February 28, 2022: Summary of stock option vested Number of Options Weighted-Average Remaining Contractual Life (in Years) Weighted-Average Exercise Price Outstanding 275,000 0.09 $ 0.10 Exercisable 275,000 0.09 $ 0.10 Expected to vest 0 0.09 $ 0.10 Restricted Stock Awards The following summarizes the restricted stock activity for the six months ended February 28, 2022: Summary of restricted stock activity Weighted-Average Shares Exercise Price Balance as of August 31, 2021 450,000 $ 1.25 Shares of restricted stock granted - - Exercised - - Cancelled - 1.25 Balance as of February 28, 2022 450,000 $ 1.25 Schedule of restricted stock awards February 28, August 31, Number of Restricted Stock Awards 2022 2021 Vested 450,000 450,000 Non-vested - - 450,000 450,000 As of February 28, 2022 and August 31, 2021, there was unrecognized compensation cost of $ 0 Warrants One January 20, 2022, The Company entered into two separate common stock purchase warrant agreement with an two unrelated third parties to purchase up to 1,750,000 0.001 3,500,000 635,282 January 20, 2023 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On March 23, 2022, a third party investor exercise their warrants and the company received $ 1,750 1,750,000 1,740 1,750,000 1,250,083 50,000 On March 21, 2022, the Company entered into an employment agreement with Ms. Taylor Gripentrog, as an Assistant Director of Brand Development. The agreement provides for a base salary of $ 34,000 69 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at February 28, 2022. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended February 28, 2022 are not necessarily indicative of the results that may be expected for the year ending August 31, 2022. |
Cash and Cash Equivalents | 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 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 |
Revenue Recognition | 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 | 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 February 28, 2022 and August 31, 2021. 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 | 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 income (loss) (“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: Summary of Foreign Currency Translation February 28, 2022 August 31, 2021 Current EUR: US$ exchange rate 1.1197 1.1771 Average EUR: US$ exchange rate 1.1320 1.1951 |
Capitalized Software Development Costs | 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 six months ended February 28, 2022 and for the fiscal year ended to August 31, 2021, a total of $ 0 321,562 |
Impairment of Long-Lived Assets | 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. Long-lived assets were evaluated for impairment and the Company recorded impairment loss on Capitalized software development costs of $ 0 |
Leases | 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. |
Use of Estimates | 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 | 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. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of February 28, 2022 and August 31, 2021 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: Schedule of anti-dilutive shares February 28, August 31, 2022 2021 Stock warrants 10,796,232 - Convertible debt 12,720,680 9,494,188 Stock options 2,750,000 1,750,000 Total 26,266,912 11,244,188 |
Stock Based Compensation | 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, as if such amounts were paid in cash. |
Recent Accounting Pronouncements | 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 was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows. 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) | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Summary of Foreign Currency Translation | Summary of Foreign Currency Translation February 28, 2022 August 31, 2021 Current EUR: US$ exchange rate 1.1197 1.1771 Average EUR: US$ exchange rate 1.1320 1.1951 |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares February 28, August 31, 2022 2021 Stock warrants 10,796,232 - Convertible debt 12,720,680 9,494,188 Stock options 2,750,000 1,750,000 Total 26,266,912 11,244,188 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Leases [Abstract] | |
Summary of future minimum operating lease payments | Summary of future minimum operating lease payments 2022 $ 31,485 2023 63,549 2024 14,583 Total minimum lease payments 109,617 Less: present value discount (1,089 ) Present value of minimum lease payments 108,527 Current portion of operating lease obligation 93,944 Operating Lease obligation, less current portion $ 14,583 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Summary of convertible notes | Summary of convertible notes Carrying value of Convertible Notes at August 31, 2021 $ 1,613,556 New principal 441,666 Total principal 2,055,222 Less: conversion of principal - Less: discount related to fair value of the beneficial conversion feature 360,666 Less: discount related to original issue discount 44,167 Less: deferred financing fees Add: amortization of discount and deferred financing fees 99,379 Carrying value of Convertible Notes at February 28, 2022 $ 1,712,935 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock option activity | Summary of Stock option activity Options Outstanding Weighted-Average Exercise Price Balance as of August 31, 2021 175,000 $ 0.10 Grants 100,000 0.10 Exercised - - Forfeited - - Balance as of February 28, 2022 275,000 $ 0.10 |
Summary of weighted average assumptions | Summary of weighted average assumptions Expected term (years) 1.25 Expected stock price volatility 110 195 % Weighted-average risk-free rate 0.10 0.20 % Expected dividend - |
Summary of stock option vested | Summary of stock option vested Number of Options Weighted-Average Remaining Contractual Life (in Years) Weighted-Average Exercise Price Outstanding 275,000 0.09 $ 0.10 Exercisable 275,000 0.09 $ 0.10 Expected to vest 0 0.09 $ 0.10 |
Summary of restricted stock activity | Summary of restricted stock activity Weighted-Average Shares Exercise Price Balance as of August 31, 2021 450,000 $ 1.25 Shares of restricted stock granted - - Exercised - - Cancelled - 1.25 Balance as of February 28, 2022 450,000 $ 1.25 |
Schedule of restricted stock awards | Schedule of restricted stock awards February 28, August 31, Number of Restricted Stock Awards 2022 2021 Vested 450,000 450,000 Non-vested - - 450,000 450,000 |
UMMARY OF SIGNIFICANT ACCOUNTIN
UMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Feb. 28, 2022 | Aug. 31, 2021 |
Accounting Policies [Abstract] | ||
Current EUR: US$ exchange rate | 1.1197 | 1.1771 |
Average EUR: US$ exchange rate | 1.1320 | 1.1951 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 6 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Aug. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 26,266,912 | 11,244,188 |
Unrelated Party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,796,232 | |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,720,680 | 9,494,188 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,750,000 | 1,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of the assets | 3 years | ||
Impairment loss | $ 0 | $ 0 | |
Capitalized Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Software development costs | $ 0 | $ 321,562 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Revenues | $ 0 | $ 717 | $ 0 | $ 717 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Apr. 01, 2021USD ($)$ / sharesshares | Jan. 01, 2021USD ($)$ / sharesshares | Feb. 28, 2022USD ($)shares | Feb. 28, 2021USD ($) | Aug. 31, 2021USD ($)shares | Jul. 01, 2021EUR (€) | Aug. 31, 2020USD ($) | Jun. 22, 2022USD ($)shares | Jun. 08, 2021USD ($) | Jun. 07, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | shares | 58,271,539 | 51,780,838 | ||||||||
Stock-based compensation expense | $ 928,841 | $ 704,228 | ||||||||
Mr Johnson [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued compensation | 270,000 | |||||||||
Salary paid | $ 250,000 | |||||||||
Unrestricted common stock | shares | 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. | |||||||||
Compensation Paid | 114,965 | |||||||||
Accrued for incentive-based bonus | 0 | |||||||||
Unpaid cash compensation | 104,165 | $ 20,833 | ||||||||
Related expenses | 30,103 | |||||||||
Cayo Ventures [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Advance from related party | 258,371 | 810,557 | 1,216,420 | |||||||
Convertible notes issued | $ 441,000 | $ 696,000 | ||||||||
Due to related parties | 685,822 | 427,451 | ||||||||
Mr. Wolfgang Tippner [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Shares | shares | 24,000 | |||||||||
Cash compensation monthly | $ 8,000 | |||||||||
Cash compensation | 0 | $ 0 | ||||||||
Accrued compensation | 120,000 | 120,000 | ||||||||
Mr. Patrick Burkert [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash compensation | 0 | $ 38,794 | ||||||||
Accrued compensation | 0 | 0 | ||||||||
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. | |||||||||
Salary paid | € | € 144,000 | |||||||||
Performance Bonus | 50.00% | |||||||||
Mr. Benjamin Salter [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash compensation | 26,480 | |||||||||
Agreement Descriptions | 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. | |||||||||
Strike price | $ / shares | $ 0.10 | |||||||||
Option granted | shares | 25,000 | |||||||||
Option term | 15 months | |||||||||
Exercise cash payment | $ 2,500 | |||||||||
Stock-based compensation expense | 31,331 | |||||||||
Stock options granted | 23,558 | |||||||||
Mr. Benjamin Salter [Member] | Director And Chief Financial Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash compensation | 43,992 | |||||||||
Accrued compensation | 87,889 | 78,679 | ||||||||
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. | |||||||||
Performance Bonus | 50.00% | |||||||||
Common stock shares issued | shares | 500,000 | |||||||||
Strike price | $ / shares | $ 0.10 | |||||||||
Performance-based bonus | 0 | |||||||||
Mr. Mario Beckles [Member] | Director And Chief Financial Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash compensation monthly | 3,000 | |||||||||
Cash compensation | 18,000 | |||||||||
Accrued compensation | $ 4,500 | $ 4,500 |
LEASES (Details)
LEASES (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Leases [Abstract] | ||
Operating Lease obligation, less current portion | $ 14,583 | $ 22,410 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Dec. 01, 2019USD ($) | Dec. 01, 2019EUR (€) | Aug. 01, 2019EUR (€) | Nov. 17, 2021EUR (€) | Apr. 30, 2021EUR (€) | Apr. 20, 2020EUR (€) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($) | Dec. 02, 2021USD ($) | Aug. 31, 2021USD ($) | Apr. 30, 2021USD ($) | Apr. 20, 2020USD ($) | Aug. 01, 2019USD ($) |
Leases [Abstract] | |||||||||||||
Lease rental expense, per month | € | € 3,120 | € 2,340 | € 3,447 | € 1,800 | € 2,550 | ||||||||
Write off remaining operating lease obligation | $ 157,820 | $ 27,318 | $ 41,859 | $ 6,842 | |||||||||
Additional rent payment | € | € 150 | ||||||||||||
Right of use asset and operating lease liability recognized from adoption of ASC 842 | $ 68,397 | ||||||||||||
Operating lease expense | $ 8,397 | $ 13,748 | $ 29,307 | ||||||||||
Right of use asset - operating lease | 124,510 | $ 55,743 | |||||||||||
Operating lease liability | $ 124,510 | $ 55,743 | |||||||||||
Lease discount rate | 2.23% | ||||||||||||
Weighted average remaining term | 21 months |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - Third Party [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Aug. 31, 2021 | Feb. 11, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Loan received from related party | $ 20,000 | ||
Outstanding loan | $ 20,000 | $ 20,000 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) | Feb. 28, 2022USD ($) |
Debt Disclosure [Abstract] | |
Carrying value of Convertible Notes at August 31, 2021 | $ 1,613,556 |
New principal | 441,666 |
Total principal | 2,055,222 |
Less: conversion of principal | |
Less: discount related to fair value of the beneficial conversion feature | 360,666 |
Less: discount related to original issue discount | 44,167 |
Add: amortization of discount and deferred financing fees | 99,379 |
Carrying value of Convertible Notes at February 28, 2022 | $ 1,712,935 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Dec. 08, 2018 | Jan. 20, 2022 | Dec. 22, 2021 | Dec. 20, 2021 | Apr. 23, 2021 | Jan. 10, 2021 | Sep. 22, 2020 | Sep. 20, 2020 | Jul. 21, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Jun. 08, 2021 | Jun. 07, 2021 |
Short-term Debt [Line Items] | |||||||||||||||
Conversion of common stock shares | 26,266,912 | ||||||||||||||
Convertible note ,amount | $ 360,666 | $ 276,049 | |||||||||||||
Original issue discount | 99,379 | 645,948 | |||||||||||||
One time interest charge | $ (101,527) | $ (176,365) | (98,013) | $ (837,156) | |||||||||||
Unamortized discount | $ 281,672 | $ 281,672 | |||||||||||||
Number of warrants converted | 2,750,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Common stock per share | $ 0.001 | ||||||||||||||
Warrant shares | 1,750,000 | ||||||||||||||
Proceeds from Issuance of Warrants | $ 635,282 | ||||||||||||||
Warrants expire date | Jan. 20, 2023 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion price | $ 0.13 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion price | 0.17 | ||||||||||||||
Unrelated Party [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Common stock per share | $ 0.25 | $ 0.25 | |||||||||||||
Company Borrowed | $ 143,166 | $ 217,500 | |||||||||||||
Convertible note ,amount | 166,666 | 275,000 | |||||||||||||
Original issue discount | 16,666 | 27,500 | |||||||||||||
One time interest charge | 27,500 | ||||||||||||||
Legal fees | $ 3,500 | $ 2,500 | |||||||||||||
Interest rate | 5.00% | 10.00% | |||||||||||||
Price per share | $ 0.15 | $ 0.13 | |||||||||||||
Conversion price | $ 0.01 | $ 0.01 | |||||||||||||
Common stock as commitment shares | 1,810,145 | 2,750,000 | |||||||||||||
Warrant shares | 724,058 | 1,100,000 | |||||||||||||
Discount | 143,166 | 217,500 | |||||||||||||
Fair value of warrants | $ 24,919 | $ 24,919 | |||||||||||||
Commitment shares | 123,802 | 123,802 | |||||||||||||
Beneficial conversion feature | $ 44,188 | $ 68,779 | |||||||||||||
Proceeds from Issuance of Warrants | $ 317,641 | ||||||||||||||
First Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Note issued to related parties | $ 500,000 | ||||||||||||||
Convertible notes issued | $ 500,000 | ||||||||||||||
Conversion of common stock shares | 578,681 | ||||||||||||||
Unamortized debt discount | $ 27,838 | ||||||||||||||
Second Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Note issued to related parties | 560,000 | ||||||||||||||
Convertible notes issued | $ 560,000 | ||||||||||||||
Conversion of common stock shares | 567,108 | ||||||||||||||
Unamortized debt discount | $ 22,439 | ||||||||||||||
Weighted average exercise price Balance, Beginning | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Note issued to related parties | $ 62,500 | ||||||||||||||
Convertible notes issued | $ 62,500 | ||||||||||||||
Conversion of common stock shares | 135,038 | ||||||||||||||
Tranches [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
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 | ||||||||||||||
Tranches One [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | $ 45,000 | ||||||||||||||
Received from unrelated party | $ 45,000 | ||||||||||||||
Maturity date | Jun. 22, 2021 | ||||||||||||||
Tranches Two [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | $ 60,000 | ||||||||||||||
Received from unrelated party | 60,000 | ||||||||||||||
Maturity date | Jul. 22, 2021 | ||||||||||||||
Tranches Three [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | $ 110,000 | ||||||||||||||
Received from unrelated party | $ 110,000 | ||||||||||||||
Maturity date | Aug. 22, 2021 | ||||||||||||||
Tranches four [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | $ 130,000 | ||||||||||||||
Received from unrelated party | 130,000 | ||||||||||||||
Tranches five [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | 83,000 | ||||||||||||||
Received from unrelated party | $ 83,000 | ||||||||||||||
Maturity date | Oct. 1, 2021 | ||||||||||||||
Tranches Six [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes issued | 48,100 | ||||||||||||||
Received from unrelated party | $ 48,100 | ||||||||||||||
Maturity date | Oct. 1, 2021 | ||||||||||||||
Cayo Ventures [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Note issued to related parties | $ 560,000 | $ 500,000 | |||||||||||||
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. | |||||||||||||
Convertible notes issued | $ 441,000 | $ 696,000 | |||||||||||||
Common stock per share | $ 0.10 | $ 0.10 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Nov. 12, 2021 | Dec. 22, 2021 | Dec. 20, 2021 | Oct. 26, 2021 | Feb. 15, 2021 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Common shares issued for service, value | $ 743,125 | ||||||||
Convertible note ,amount | $ 360,666 | $ 276,049 | |||||||
Common stock issued | 58,271,539 | 51,780,838 | |||||||
Common stock, shares outstanding | 58,271,539 | 51,780,838 | |||||||
Unrelated Party [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
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 | $ 363,126 | |||||||
Company Borrowed | $ 143,166 | $ 217,500 | |||||||
Convertible note ,amount | $ 166,666 | $ 275,000 | |||||||
Common stock as commitment shares | 1,810,145 | 2,750,000 | |||||||
Warrant shares | 724,058 | 1,100,000 | |||||||
Exercise pice | $ 0.25 | $ 0.25 | |||||||
Mr. Benjamin Salter [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Price per share | $ 0.12 | ||||||||
Number of common stock issued | 41,666,667 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - Stock Options [Member] | 6 Months Ended |
Feb. 28, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding, Beginning | shares | 175,000 |
Weighted average exercise price Balance, Beginning | $ / shares | $ 0.10 |
Options Grants | shares | 100,000 |
Weighted average exercise price, Grants | $ / shares | $ 0.10 |
Options Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Options Forfeited | shares | |
Weighted average exercise price, Forfeited | $ / shares | |
Options outstanding, Ending | shares | 275,000 |
Weighted average exercise price Balance, Ending | $ / shares | $ 0.10 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details 1) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 1 year 3 months |
Expected dividend | |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected stock price volatility | 110.00% |
Weighted-average risk-free rate | 0.10% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected stock price volatility | 195.00% |
Weighted-average risk-free rate | 0.20% |
SHARE BASED COMPENSATION (Det_2
SHARE BASED COMPENSATION (Details 2) - Stock Options Vested [Member] | 6 Months Ended |
Feb. 28, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Outstanding | shares | 275,000 |
Weighted-average remaining contractual life, Outstanding | 1 month 2 days |
Weighted-average exercise price, Exercisable | $ / shares | $ 0.10 |
Number of options, Exercisable | shares | 275,000 |
Weighted-average remaining contractual life, Exercisable | 1 month 2 days |
Weighted-average exercise price, Expected to vest | $ / shares | $ 0.10 |
Number of options, Expected to vest | shares | 0 |
Weighted-average remaining contractual life, Expected to vest | 1 month 2 days |
Weighted-average exercise price, Outstanding | $ / shares | $ 0.10 |
SHARE BASED COMPENSATION (Det_3
SHARE BASED COMPENSATION (Details 3) - Restricted Stock [Member] | 6 Months Ended |
Feb. 28, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Balance, Beginning | shares | 450,000 |
Weighted average exercise price Balance, Beginning | $ / shares | $ 1.25 |
Shares of restricted stock granted, shares | shares | |
Weighted-average exercise price, Shares of restricted stock granted, per share | $ / shares | |
Shares of restricted stock Exercised, shares | shares | |
Weighted-average exercise price, Shares of restricted stock Exercised, per share | $ / shares | |
Shares of restricted stock Cancelled, shares | shares | |
Weighted-average exercise price, Shares of restricted stock Cancelled, per share | $ / shares | $ 1.25 |
Shares Balance, Ending | shares | 450,000 |
Weighted average exercise price Balance, Ending | $ / shares | $ 1.25 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details 4) - shares | 6 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Aug. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Vested | 450,000 | 450,000 |
Non-vested | ||
Restricted stock | 450,000 | 450,000 |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 20, 2022 | Feb. 28, 2022 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of stock options recognized | $ 23,558 | ||
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 0 | $ 0 | |
Warrants expire date | Jan. 20, 2023 | ||
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant shares | 1,750,000 | ||
Exercise pice | $ 0.001 | ||
Number of warrants issued | 3,500,000 | ||
Proceeds from Issuance of Warrants | $ 635,282 | ||
Warrants expire date | Jan. 20, 2023 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 2 Months Ended | ||
Mar. 29, 2022 | Mar. 23, 2022 | Mar. 21, 2022 | Apr. 28, 2022 | |
Subsequent Event [Line Items] | ||||
Number of common stock issued | 1,250,083 | |||
Common stock subscriptions received | $ 50,000 | |||
Base Salary | $ 34,000 | |||
Weighted average exercise price Balance, Ending | ||||
Subsequent Event [Line Items] | ||||
Number of warrants exercised | 1,740 | 1,750 | ||
Proceeds from Warrant Exercises | $ 1,750,000 | $ 1,750,000 | ||
VAT receivable | Less: conversion of principal | ||||
Subsequent Event [Line Items] | ||||
Vacation expenses per day | $ 69 |