Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 14, 2017 | Feb. 28, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SIRRUS CORP. | ||
Entity Central Index Key | 1,622,767 | ||
Trading Symbol | srupd | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 730,533,560 | ||
Entity Public Float | $ 861,067 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 | |
Current Assets | |||
Cash and cash equivalents | $ 1,684 | $ 139 | |
Total Current Assets | 1,684 | 139 | |
TOTAL ASSETS | 1,684 | 139 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 237,728 | 9,404 | |
Accrued interest | 4,823 | ||
Accounts payable - related parties | 181,750 | ||
Due to previous shareholder | 17,319 | ||
Short term notes | 86,910 | ||
Convertible note payable, net of unamortized debt discount of $22,223 | 4,027 | 0 | |
Derivative liabilities | 58,614 | ||
Total Current Liabilities | 573,852 | 26,723 | |
STOCKHOLDERS' DEFICIT | |||
Preferred stock, par value $0.00001 per share, 100,000,000 shares authorized, no shares issued and outstanding | 0 | 0 | |
Common stock, par value $0.00001 per share, 8,000,000,000 shares authorized, 1,430,533,560 shares issued and outstanding | 14,305 | 14,305 | |
Additional paid-in capital | 60,304 | 42,985 | |
Accumulated deficit | (646,777) | (83,874) | |
Total stockholders' deficit | (572,168) | (26,584) | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,684 | $ 139 | |
[1] | retroactively restated to reflect forward stock split |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible note payable, unamortized debt discount (in dollars) | $ 22,223 | $ 0 |
Preferred stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 8,000,000,000 | 200,000,000 |
Common stock, shares issued | 1,430,533,560 | 35,763,339 |
Common stock, shares outstanding | 1,430,533,560 | 35,763,339 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
OPERATING EXPENSES | ||
General and administrative | $ 33,095 | $ 13,612 |
Management fees | 205,000 | |
Professional fees | 282,344 | 17,657 |
OPERATING LOSS | (520,439) | (31,269) |
Other expenses | ||
Interest expense | (8,850) | |
Fair value of derivative liability in excess of debt | (31,266) | |
Change in fair value of derivative liability | (2,348) | |
Total other expenses | (42,464) | |
NET LOSS | $ (562,903) | $ (31,269) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 1,430,533,560 | 1,430,533,560 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||||
Balance at Aug. 31, 2015 | [1] | $ 14,305 | $ 42,985 | $ (52,605) | $ 4,685 | |||
Balance (in shares) at Aug. 31, 2015 | [1] | 1,430,533,560 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (31,269) | (31,269) | ||||||
Balance at Aug. 31, 2016 | [1] | $ 14,305 | 42,985 | (83,874) | (26,584) | |||
Balance (in shares) at Aug. 31, 2016 | [1] | 1,430,533,560 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Debt forgiven by previous related party | 17,319 | 17,319 | ||||||
Net loss | (562,903) | (562,903) | ||||||
Balance at Aug. 31, 2017 | $ 14,305 | [1] | $ 60,304 | [1] | $ (646,777) | [1] | $ (572,168) | |
Balance (in shares) at Aug. 31, 2017 | [1] | 1,430,533,560 | ||||||
[1] | retroactively restated to reflect forward stock split |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (562,903) | $ (31,269) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 4,027 | |
Change in fair value of derivative | 2,348 | |
Fair value of derivative in excess of debt | 31,266 | |
Write-down of inventory | 1,840 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 937 | |
Accounts payable and accrued liabilities | 228,324 | (754) |
Accrued interest | 4,823 | |
Accounts payable - related parties | 181,750 | |
Net cash used in operating activities | (110,365) | (29,246) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 1,250 | 17,319 |
Repayments of related party advances | (1,250) | (386) |
Proceeds from issuance of short term notes | 101,410 | |
Repayments of short term notes | (14,500) | |
Proceeds from issuance of convertible note | 25,000 | |
Net cash provided by financing activities | 111,910 | 16,933 |
Net increase (decrease) in cash and cash equivalents | 1,545 | (12,313) |
Cash and cash equivalents - beginning of period | 139 | 12,452 |
Cash and cash equivalents - end of period | 1,684 | 139 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | $ 0 |
Non-cash financing transactions | ||
Debt forgiven by previous related party recognized as additional paid in capital | 17,319 | |
Derivative liability recognized as debt discount | 25,000 | |
Original issue discount and deferred financing cost | $ 1,250 |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | 12 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS Sirrus Corp. (the “Company”) was formed on May 7, 2014 in Nevada. The Company was originally engaged in the business of designing, marketing and distributing electronic cigarettes (“e-cigarette”) in East Africa. As of October 14, 2016, a change of control of the Company occurred, the Company now focuses on cyber security. The Company has incurred operating loss of $562,903 during the year ended August 31, 2017 and has an accumulated deficit of $646,777 as of August 31, 2017. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. See Note 9 – Subsequent Events. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is August 31. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of derivative liability, valuation allowance for deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at August 31, 2017, or 2016. Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, loans payable, convertible notes and derivative liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Black-Scholes option valuation model was used to estimate the fair value of a convertible promissory note issued to an investor. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical stock price of the Company. There were no transfers into or out of “Level 3” during the years ended August 31, 2017. The following table summarizes fair value measurements by level at August 31, 2017 and 2016 measured at fair value on a recurring basis: August 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ - $ - Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Subsequent Events The Company has evaluated all transactions from August 31, 2017 to the date that these financials were issued for disclosure consideration. Recently Issued Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its financial statements. In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The Company is currently evaluating this guidance and the impact it will have on its financial statements. In November 2016, the Financial Accounting Standards Board (FASB) clarified the presentation and disclosure requirements of restricted cash. The amended standard requires entities to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling beginning-of-period and end-of-period total cash. The amendments apply to all entities with restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact it will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to reduce complexity in the accounting for employee share-based payment transactions. One of the simplifications relates to forfeitures of awards. Under current GAAP, an entity estimates the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest. This ASU permits an entity to make an entity-wide accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures in compensation cost when they occur. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Earlier application is permitted. The Company has adopted the standard and does not expect this standard to have a material impact on its financial statements and disclosures. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS As of August 31, 2017, and August 31, 2016, the Company owed $0 and $17,319, respectively, to its former president and director, for incorporation fees, product purchases, transfer agent fees, and travel expenses that they paid for on the Company’s behalf. The total amount was unsecured, non-interest bearing, and had no specific terms for repayment. On October 18, 2016, the total amount owing to the former president and director of $17,319 was forgiven and recorded as additional paid-in capital. During the year ended August 31, 2017, the Company incurred management consulting expenses with two related parties for $205,000. As of August 31, 2017, amount owing to these related parties was $181,750. There is no formal agreement between the parties. The Company incurs the expenses on a month by month basis dependent on services required as needed. Amounts paid to the parties during the year ended August 31, 2017 were $23,250. The consulting expenses were related to contract Chief Technical Officer and Chief Executive Officer duties. No other compensation was paid to officers of the Company. During the year ended August 31, 2017, the Company borrowed $1,250 from its stockholder. The total amount is unsecured, non-interest bearing, and has no specific terms for repayment. The Company paid $1,250 during the year ended August 31, 2017. As of August 31, 2017, amount owed was $nil. |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 4 - PROMISSORY NOTES As of August 31, 2017 and 2016, promissory notes consist of the following: August 31, August 31, 2017 2016 Promissory Notes - originated in October 2016 $ 25,000 $ - Promissory Notes - originated in November 2016 3,000 - Promissory Notes - originated in December 2016 3,810 - Promissory Notes - originated in January 2017 50,000 - Promissory Notes - originated in May 2017 100 - Promissory Notes - originated in June 2017 5,000 - Subtotal 86,910 - Less: current portion of notes payable (86,910 ) - Long-term notes payable $ - $ - On October 14, 2016, the Company entered into a promissory note agreement for $25,000. The promissory note bears interest at 8%, and matured one year after issuance. As of August 31, 2017, an amount of $1,759 of interest was accrued. The note is unsecured, and currently in default. On November 7, 2016, the Company entered into a promissory note agreement for $3,000. The promissory note bears interest at 8%, and matured one year after issuance. As of August 31, 2017, an amount of $195 of interest was accrued. The note is unsecured, and currently in default. On December 9, 2016, the Company entered into a promissory note agreement for $3,810. The promissory note was non-interest bearing and matured in June 2017. On November 22, 2017, the loan was fully repaid. On January 18, 2017, the Company entered into a promissory note agreement for $50,000. The promissory note bears interest at 8%, and matures one year after issuance. As of August 31, 2017, an amount of $2,466 of interest was accrued. On May 11, 2017, the Company entered into a promissory note agreement for $1,500. The promissory note is non-interest bearing and matured in June 2017. In July 2017, the loan was fully repaid. On May 31, 2017, the Company entered into a promissory note agreement for $1,100. The promissory note is non-interest bearing and matured in June 2017. In August 2017, a $1,000 loan repayment was made. The note is currently in default. On June 8, 2017, the Company entered into a promissory note agreement for $5,000. The promissory note is non-interest bearing and matured in July 2017. In August 2017, a $1,000 loan repayment was made. The note is currently in default. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following at August 31, 2017 and 2016: August 31 August 31 2017 2016 Convertible Note - July 2017 $ 26,250 $ - Less debt discount and debt issuance cost 22,223 - 4,027 - Less current portion of convertible notes payable 4,027 - Long-term convertible notes payable $ - $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $4,027 for the year ended August 31, 2017, which is included in interest expense in the statements of operations. 10% Convertible Note – July 2017 On July 6, 2017, the Company issued a 10% Convertible Note (the “10% Convertible Note”) in the principal amount of $26,250 for cash proceeds of $25,000 with $1,250 of financing costs. The 10% Convertible Note bears interest at the rate of 10% per annum and matures July 6, 2018. The holder is entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. The conversion price is 50% of the lowest trading price of the Common Stock for the twenty (20) trading days immediately prior to the applicable conversion date. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Aug. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6. DERIVATIVE LIABILITIES The embedded conversion options of the Company’s convertible debentures described in Note 5 contain conversion features that are accounted for as derivative liabilities. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on NASDAQ), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Year Ended August 31, 2017 Expected term 0.85 year - 1 year Expected average volatility 384% - 432% Expected dividend yield 0% Risk-free interest rate 1.18%-1.23% The following table summarizes the derivative liabilities included in the balance sheet at August 31, 2017: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2016 $ - Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 25,000 Derivatives liabilities in excess of debt 31,266 Loss on change in fair value of the derivative liabilities 2,348 Balance – August 31, 2017 $ 58,614 The following table summarizes the loss on derivative liability included in the income statement of operations for the year ended August 31, 2017. Year Ended August 31, 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ (31,266 ) Loss on change in fair value of the derivative liabilities (2,348 ) Total loss related to derivative liabilities $ (33,614 ) |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Aug. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 7 – CAPITAL STOCK Preferred Stock The Company is authorized to issue an aggregate of 100,000,000 shares of preferred stock with a par value of $0.00001 per share. As at August 31, 2017 and 2016, no preferred shares had been issued. Common Stock On November 22, 2017, the Company executed a written consent to approve the increase of the Company’s total authorized common shares from 200,000,000 shares to 8,000,000,000 shares with par value of $0.00001 per share and the execution of a forward split at the rate of forty shares for every one share then issued and outstanding. The outstanding shares have been restated retroactively to reflect the forward split for all periods presented. As at August 31, 2017 and August 31, 2016, the Company had 1,430,533,560 shares of common stock issued and outstanding. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 8 – PROVISION FOR INCOME TAXES For the years ended August 31, 2017 and 2016, the Company had incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the loss carry-forwards have been fully reserved. The cumulative net operating loss carry-forwards are approximately $613,163 at August 31, 2017 and will begin expiring in the year 2028. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 35% to the net loss before provision for income taxes for the following reasons: August 31, August 31, 2017 2016 Income tax benefit at statutory rate $ (214,607 ) $ (29,356 ) Valuation allowance 214,607 29,356 Income tax benefit per books $ - $ - Utilization of the NOL carry forwards, which expire 20 years from when incurred, of approximately $613,163 for federal income tax reporting purposes, may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended. These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Tax returns for the years ended August 31, 2017 and 2016 are subject to review by the tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On November 20, 2017, the Company entered into a Securities Purchase Agreement (the “ Agreement Adar Back End Notes Each Back-End Note shall be paid for by an offsetting $27,000 promissory note issued to the Company by Adar on November 20, 2017 (collectively, the “ Adar Promissory Notes The above mentioned notes, at any time after 180 days, be converted all at a rate of fifty percent (50%) of the lowest closing bid price of the Common Stock as reported on the OTCQB, which the Company’s shares are traded, or any exchange upon which the Common Stock may be traded in the future, for the lower of (i) twenty (20) prior trading days immediately preceding the issuance date of the Note or (ii) the twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. On November 22, 2017, the Company filed a Certificate of Change with the Nevada Secretary of State in order to implement a forty-for-one (40:1) forward stock split for all issued and outstanding shares of the Company’s common stock, par value $0.00001) and a contemporaneous forty-for-one (40:1) increase in the number of shares of the Company’s authorized Common Stock from 200 million to 8 billion shares. The board of directors of the Company approved this corporate action by resolutions adopted at a meeting duly held on November 6, 2017. The forward split did not require stockholder approval. The forward split was effective for trading purposes at the market opening on November 28, 2017. All share amounts and per share amounts have been retroactively restated to reflect the forward stock split. On December 7, 2017, the Board of Directors of the Company authorized 100,000,000 shares of a Series A Non-Convertible Preferred Stock and 100,000,000 shares of a Series B Convertible Preferred Stock. On December 7, 2017, the Company entered into a Share Exchange Agreement (the “ Exchange Agreement Linux On December 12, 2017, the Company entered into a Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for her services, the Company has agreed to pay $180,000 per year, accruing in increments of $15,000 per month. The Company also agreed to determine a commission structure and a restricted stock grant within 90 days of the agreement, and shall continue to pay or reimburse the President for a health insurance plan. The term of the Management Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. On December 12, 2017, the Company entered into a Management Services Agreement with the Chief Technology Officer of the Company. In consideration for his services, the Company has agreed to pay $120,000 per year, accruing in increments of $10,000 per month. The Company also agreed to determine a commission structure and a restricted stock grant within 90 days of the agreement, and shall continue to pay or reimburse the CTO for a health insurance plan. The term of the Management Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is August 31. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of derivative liability, valuation allowance for deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at August 31, 2017, or 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, loans payable, convertible notes and derivative liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Black-Scholes option valuation model was used to estimate the fair value of a convertible promissory note issued to an investor. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical stock price of the Company. There were no transfers into or out of “Level 3” during the years ended August 31, 2017. The following table summarizes fair value measurements by level at August 31, 2017 and 2016 measured at fair value on a recurring basis: August 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ - $ - |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Subsequent Events | Subsequent Events The Company has evaluated all transactions from August 31, 2017 to the date that these financials were issued for disclosure consideration. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its financial statements. In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The Company is currently evaluating this guidance and the impact it will have on its financial statements. In November 2016, the Financial Accounting Standards Board (FASB) clarified the presentation and disclosure requirements of restricted cash. The amended standard requires entities to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling beginning-of-period and end-of-period total cash. The amendments apply to all entities with restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact it will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to reduce complexity in the accounting for employee share-based payment transactions. One of the simplifications relates to forfeitures of awards. Under current GAAP, an entity estimates the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest. This ASU permits an entity to make an entity-wide accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures in compensation cost when they occur. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Earlier application is permitted. The Company has adopted the standard and does not expect this standard to have a material impact on its financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements by level on recurring basis | August 31, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ - $ - |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of promissory notes | August 31, August 31, 2017 2016 Promissory Notes - originated in October 2016 $ 25,000 $ - Promissory Notes - originated in November 2016 3,000 - Promissory Notes - originated in December 2016 3,810 - Promissory Notes - originated in January 2017 50,000 - Promissory Notes - originated in May 2017 100 - Promissory Notes - originated in June 2017 5,000 - Subtotal 86,910 - Less: current portion of notes payable (86,910 ) - Long-term notes payable $ - $ - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | August 31 August 31 2017 2016 Convertible Note - July 2017 $ 26,250 $ - Less debt discount and debt issuance cost 22,223 - 4,027 - Less current portion of convertible notes payable 4,027 - Long-term convertible notes payable $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions used in the calculations | Year Ended August 31, 2017 Expected term 0.85 year - 1 year Expected average volatility 384% - 432% Expected dividend yield 0% Risk-free interest rate 1.18%-1.23% |
Schedule of derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - August 31, 2016 $ - Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 25,000 Derivatives liabilities in excess of debt 31,266 Loss on change in fair value of the derivative liabilities 2,348 Balance – August 31, 2017 $ 58,614 |
Schedule of gain (loss) on derivative instruments | Year Ended August 31, 2017 Day one loss due to derivative liabilities on convertible notes and warrants $ (31,266) Loss on change in fair value of the derivative liabilities (2,348) Total loss related to derivative liabilities $ (33,614) |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of summary of reconciliation of provision for income taxes | August 31, August 31, 2017 2016 Income tax benefit at statutory rate $ (214,607 ) $ (29,356 ) Valuation allowance 214,607 29,356 Income tax benefit per books $ - $ - |
NATURE OF BUSINESS AND CONTIN22
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Detail Textuals) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
State of incorporation | Nevada | |
Entity incorporation date | May 7, 2014 | |
Operating loss | $ (562,903) | $ (31,269) |
Accumulated deficit | $ (646,777) | $ (83,874) |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Assets | ||
None | $ 0 | $ 0 |
Liabilities | ||
Derivative liabilities | 58,614 | 0 |
Level 1 | ||
Assets | ||
None | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
None | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
None | 0 | 0 |
Liabilities | ||
Derivative liabilities | $ 58,614 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Oct. 18, 2016USD ($) | Aug. 31, 2017USD ($)Related_Party | Aug. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |||
Due to former president and director | $ 17,319 | ||
Debt forgiven by former president and director recorded as additional paid-in capital | $ 17,319 | ||
Proceeds from stockholder advances | $ 1,250 | 17,319 | |
Number of related parties | Related_Party | 2 | ||
Repayments of stockholder debt | $ 1,250 | $ 386 | |
Related parties expenses | 205,000 | ||
Due to related parties | 181,750 | ||
Amount paid to related parties | $ 23,250 | ||
President and director | |||
Related Party Transaction [Line Items] | |||
Debt forgiven by former president and director recorded as additional paid-in capital | $ 17,319 |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Debt Instrument [Line Items] | ||
Subtotal | $ 86,910 | |
Less: current portion of notes payable | (86,910) | |
Long-term notes payable | 0 | $ 0 |
Promissory Notes - originated in October 2016 | ||
Debt Instrument [Line Items] | ||
Subtotal | 25,000 | 0 |
Promissory Notes - originated in November 2016 | ||
Debt Instrument [Line Items] | ||
Subtotal | 3,000 | 0 |
Promissory Notes - originated in December 2016 | ||
Debt Instrument [Line Items] | ||
Subtotal | 3,810 | 0 |
Promissory Notes - originated in January 2017 | ||
Debt Instrument [Line Items] | ||
Subtotal | 50,000 | 0 |
Promissory Notes - originated in May 2017 | ||
Debt Instrument [Line Items] | ||
Subtotal | 100 | 0 |
Promissory Notes - originated in June 2017 | ||
Debt Instrument [Line Items] | ||
Subtotal | $ 5,000 | $ 0 |
PROMISSORY NOTES (Detail Textua
PROMISSORY NOTES (Detail Textuals) - USD ($) | Jul. 06, 2017 | Jun. 08, 2017 | May 11, 2017 | Dec. 09, 2016 | Nov. 07, 2016 | Oct. 14, 2016 | May 31, 2017 | Jan. 18, 2017 | Aug. 31, 2017 |
Short-term Debt [Line Items] | |||||||||
Maturity date | Jul. 6, 2018 | ||||||||
Accrued interest | $ 4,823 | ||||||||
Promissory Notes | October 14, 2016 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 25,000 | ||||||||
Interest rate | 8.00% | ||||||||
Maturity period | 1 year | ||||||||
Accrued interest | 1,759 | ||||||||
Promissory Notes | November 7, 2016 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 3,000 | ||||||||
Interest rate | 8.00% | ||||||||
Maturity period | 1 year | ||||||||
Accrued interest | 195 | ||||||||
Promissory Notes | December 9, 2016 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 3,810 | ||||||||
Maturity date | Jun. 30, 2017 | ||||||||
Promissory Notes | January 18, 2017 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 50,000 | ||||||||
Interest rate | 8.00% | ||||||||
Maturity period | 1 year | ||||||||
Accrued interest | 2,466 | ||||||||
Promissory Notes | May 11, 2017 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 1,500 | ||||||||
Maturity date | Jun. 30, 2017 | ||||||||
Promissory Notes | May 31, 2017 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 1,100 | ||||||||
Maturity date | Jun. 30, 2017 | ||||||||
Loan repayment | 1,000 | ||||||||
Promissory Notes | June 8, 2017 | |||||||||
Short-term Debt [Line Items] | |||||||||
Promissory note amount | $ 5,000 | ||||||||
Maturity date | Jul. 31, 2017 | ||||||||
Loan repayment | $ 1,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Debt Disclosure [Abstract] | ||
Convertible Note - July 2017 | $ 26,250 | $ 0 |
Less debt discount and debt issuance cost | 22,223 | 0 |
Convertible Note | 4,027 | 0 |
Less current portion of convertible notes payable | 4,027 | 0 |
Long-term convertible notes payable | $ 0 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De28
CONVERTIBLE NOTES PAYABLE (Detail Textuals) | Jul. 06, 2017USD ($)Day | Aug. 31, 2017USD ($) |
Debt Disclosure [Abstract] | ||
Amortization expense related to the debt discount | $ 4,027 | |
Aggregate principal amount | $ 26,250 | |
Proceeds from issuance of convertible note | 25,000 | 25,000 |
Original issue discount and deferred financing cost | $ 1,250 | $ 1,250 |
Interest rate | 10.00% | |
Maturity date | Jul. 6, 2018 | |
Percentage of principal amount redeemed | 50.00% | |
Threshold trading days | Day | 20 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Aug. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Expected dividend yield | 0.00% |
Minimum | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Expected term | 10 months 6 days |
Expected average volatility | 384.00% |
Risk-free interest rate | 1.18% |
Maximum | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Expected term | 1 year |
Expected average volatility | 432.00% |
Risk-free interest rate | 1.23% |
DERIVATIVE LIABILITIES (Detai30
DERIVATIVE LIABILITIES (Details 1) | 12 Months Ended |
Aug. 31, 2017USD ($) | |
Fair Value Measurements Using Significant Observable Inputs (Level 3) | |
Derivatives liabilities in excess of debt | $ (31,266) |
Loss on change in fair value of the derivative liabilities | (2,348) |
Balance - August 31, 2017 | 58,614 |
Level 3 | |
Fair Value Measurements Using Significant Observable Inputs (Level 3) | |
Balance - August 31, 2016 | 0 |
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts | 25,000 |
Derivatives liabilities in excess of debt | 31,266 |
Loss on change in fair value of the derivative liabilities | 2,348 |
Balance - August 31, 2017 | $ 58,614 |
DERIVATIVE LIABILITIES (Detai31
DERIVATIVE LIABILITIES (Details 2) | 12 Months Ended |
Aug. 31, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Day one loss due to derivative liabilities on convertible notes and warrants | $ (31,266) |
Loss on change in fair value of the derivative liabilities | (2,348) |
Total loss related to derivative liabilities | $ (33,614) |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - $ / shares | Aug. 31, 2017 | Aug. 31, 2016 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares authorized | 8,000,000,000 | 200,000,000 |
Common stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 1,430,533,560 | 35,763,339 |
Common stock, shares outstanding | 1,430,533,560 | 35,763,339 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ (214,607) | $ (29,356) |
Valuation allowance | 214,607 | 29,356 |
Income tax benefit per books | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D34
PROVISION FOR INCOME TAXES (Detail Textuals) | 12 Months Ended |
Aug. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry-forwards | $ 613,163 |
Expiry period | 2,028 |
Statutory federal income tax rate | 35.00% |
Expiry year | 20 years |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | Dec. 12, 2017USD ($) | Dec. 07, 2017USD ($)$ / sharesshares | Jul. 06, 2017USD ($) | Nov. 22, 2017$ / sharesshares | Nov. 20, 2017USD ($)Promissory_Note | Aug. 31, 2017$ / sharesshares | Aug. 31, 2016$ / sharesshares |
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 26,250 | ||||||
Interest rate | 10.00% | ||||||
Maturity date | Jul. 6, 2018 | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Common stock, shares authorized | shares | 8,000,000,000 | 200,000,000 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Notes conversion rate after 180 days | 50.00% | ||||||
Forward stock split ratio per share | 40 | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||
Common stock, shares authorized | shares | 8,000,000,000 | ||||||
Subsequent Event | Securities Purchase Agreement | Convertible Promissory Notes | Adar Bays | |||||||
Subsequent Event [Line Items] | |||||||
Number of convertible promissory notes | Promissory_Note | 7 | ||||||
Aggregate principal amount | $ 230,000 | ||||||
Interest rate | 8.00% | ||||||
Maturity date | Nov. 20, 2018 | ||||||
Subsequent Event | Securities Purchase Agreement | Convertible Promissory Notes | First note | Adar Bays | |||||||
Subsequent Event [Line Items] | |||||||
Number of convertible promissory notes | Promissory_Note | 1 | ||||||
Aggregate principal amount | $ 68,000 | ||||||
Maturity date | Jan. 20, 2018 | ||||||
Subsequent Event | Securities Purchase Agreement | Convertible Promissory Notes | Back-End Note | Adar Bays | |||||||
Subsequent Event [Line Items] | |||||||
Number of convertible promissory notes | Promissory_Note | 6 | ||||||
Aggregate principal amount | $ 27,000 | ||||||
Maturity date | Jun. 20, 2018 | ||||||
Subsequent Event | Share Exchange Agreement | Linux Labs Technologies, Inc | Non-Convertible Preferred Stock | Series A Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted under share exchange agreement | shares | 100,000 | ||||||
Subsequent Event | Share Exchange Agreement | Linux Labs Technologies, Inc | Non-Convertible Preferred Stock | Series B Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted under share exchange agreement | shares | 2,000,000 | ||||||
Subsequent Event | Share Exchange Agreement | Linux Labs Technologies, Inc | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Value of common shares issued to Linux | $ 980,000 | ||||||
Number of common shares issued to Linux | shares | 700,000,000 | ||||||
Price per share of common stock issued | $ / shares | $ 0.0014 | ||||||
Subsequent Event | Share Exchange Agreement | Linux Labs Technologies, Inc | Common Stock | Non-Convertible Preferred Stock | Series A Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued under share exchange agreement | shares | 500,000,000 | ||||||
Subsequent Event | Share Exchange Agreement | Linux Labs Technologies, Inc | Common Stock | Non-Convertible Preferred Stock | Series B Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued under share exchange agreement | shares | 200,000,000 | ||||||
Subsequent Event | Management Services Agreement | President, CEO, Secretary and Treasurer | |||||||
Subsequent Event [Line Items] | |||||||
Consideration for services per year | $ 180,000 | ||||||
Increments in consideration for services per month | 15,000 | ||||||
Subsequent Event | Management Services Agreement | Chief Technology Officer | |||||||
Subsequent Event [Line Items] | |||||||
Consideration for services per year | 120,000 | ||||||
Increments in consideration for services per month | $ 10,000 |