Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2018 | Jul. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | SIRRUS CORP. | |
Entity Central Index Key | 1,622,767 | |
Trading Symbol | srup | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 730,533,560 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 16,005 | $ 1,684 |
Accounts receivable - related party | 52,287 | |
Total Current Assets | 68,292 | 1,684 |
TOTAL ASSETS | 68,292 | 1,684 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 411,753 | 237,728 |
Accrued interest | 18,629 | 4,823 |
Due to related parties | 344,714 | 181,750 |
Short-term notes payable | 83,500 | 86,910 |
Convertible notes payable, net of unamortized debt discount of $174,495 and $22,223, respectively | 128,755 | 4,027 |
Derivative liabilities | 893,311 | 58,614 |
Total Current Liabilities | 1,880,662 | 573,852 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value $0.00001 per share, 8,000,000,000 shares authorized, 730,533,560 and 1,430,533,560 shares issued and outstanding, respectively | 7,305 | 14,305 |
Additional paid-in capital | 67,283 | 60,304 |
Accumulated deficit | (1,886,979) | (646,777) |
Total stockholders' deficit | (1,812,370) | (572,168) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 68,292 | $ 1,684 |
Series A Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 1 | |
Series B Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 20 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | May 31, 2018 | Dec. 07, 2017 | Nov. 22, 2017 | Aug. 31, 2017 |
Current Liabilities | ||||
Convertible note payable, unamortized debt discount (in dollars) | $ 174,495 | $ 22,223 | ||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 8,000,000,000 | 200,000,000 | 8,000,000,000 | |
Common stock, shares issued | 730,533,560 | 1,430,533,560 | ||
Common stock, shares outstanding | 730,533,560 | 1,430,533,560 | ||
Series A Preferred Stock | ||||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 100,000 | 100,000 | ||
Preferred stock, shares issued | 100,000 | 0 | ||
Preferred stock, shares outstanding | 100,000 | 0 | ||
Series B Preferred Stock | ||||
STOCKHOLDERS' DEFICIT | ||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.10 | $ 0.00001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 2,000,000 | 0 | ||
Preferred stock, shares outstanding | 2,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
TOTAL SALES | $ 52,287 | $ 57,287 | ||
COST OF SALES | 22,283 | 22,283 | ||
GROSS PROFIT | 30,004 | 35,004 | ||
OPERATING EXPENSES | ||||
General and administrative | 9,951 | $ 5,679 | 32,149 | $ 15,406 |
Management fees | 93,750 | 139,000 | 247,250 | 139,000 |
Professional fees | 79,889 | 35,771 | 282,575 | 153,675 |
Total operating expenses | 183,590 | 180,450 | 561,974 | 308,081 |
OPERATING LOSS | (153,586) | (180,450) | (526,970) | (308,081) |
Other income (expenses) | ||||
Interest expense | (76,876) | (1,573) | (128,535) | (2,847) |
Fair value of derivative liability in excess of debt | (169,095) | (625,279) | ||
Change in fair value of derivative liability | (139,500) | 40,582 | ||
Total other income (expenses) | (385,471) | (1,573) | (713,232) | (2,847) |
NET LOSS | $ (539,057) | $ (182,023) | $ (1,240,202) | $ (310,928) |
Loss per Common Share - Basic and Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding - Basic and Diluted (in shares) | 730,533,560 | 1,430,533,560 | 979,251,509 | 1,430,533,560 |
Sales | ||||
TOTAL SALES | $ 5,000 | |||
Sales - related party | ||||
TOTAL SALES | $ 52,287 | $ 52,287 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,240,202) | $ (310,928) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 114,728 | |
Change in fair value of derivative liabilities | (40,582) | |
Fair value of derivative liabilities in excess of debt | 625,279 | |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party | (52,287) | |
Accounts payable and accrued liabilities | 174,025 | 111,845 |
Accrued interest | 13,806 | 2,847 |
Due to related parties | 162,964 | 127,250 |
Net cash used in operating activities | (242,269) | (68,986) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of short-term notes payable | 13,140 | 84,410 |
Proceeds from issuance of convertible notes payable | 260,000 | |
Repayments of short-term notes payable | (16,550) | |
Net cash provided by financing activities | 256,590 | 84,410 |
Net increase in cash and cash equivalents | 14,321 | 15,424 |
Cash and cash equivalents - beginning of period | 1,684 | 139 |
Cash and cash equivalents - end of period | 16,005 | 15,563 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash financing transactions | ||
Common stock exchanged for preferred stock | 7,000 | |
Debt forgiven by previous related party | $ 17,319 | |
Derivative from conversion feature of convertible notes | 250,000 | |
Original issue discount and deferred financing costs on convertible notes | $ 17,000 |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | 9 Months Ended |
May 31, 2018 | |
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 a net loss of $1,240,202 during the nine months ended May 31, 2018 and has an accumulated deficit of $1,886,979 as of May 31, 2018. 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. 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 | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 15, 2017. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sirrus Security, Inc. a Georgia corporation. All significant intercompany transactions and balances have been eliminated in consolidation. 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 and 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. Revenue Recognition The Company recognizes revenue from the sale of products and services only when all of the following criteria have been met: i) Persuasive evidence for an agreement exists; ii) Service has been provided; iii) The fee is fixed or determinable; and, iv) Collection is reasonably assured. The Company’s sales are derived from cyber security service and sale of computer equipment. Revenue is fully recognized when the above criteria are met. The revenue is recognized on a net basis. During the nine months ended May 31, 2018, the Company recognized cyber security service revenue of $5,000 to an unaffiliated party and sales of computer equipment of $52,287 to a related corporation which holds 41% of the Company issued and outstanding common shares for total revenue of $57,287. Accounts Receivable Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. The management estimate that all of the amount ultimately will be collected. Receivables consist of revenue from sales of computer equipment that have been made, but cash has not yet been received. As of May 31, 2018 and August 31, 2017, amounts of $52,287 and $0 were recorded as accounts receivable from a related corporation. Income (Loss) Per Share Basic 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. For the three and nine months ended May 31, 2018 and 2017, the Company’s potentially dilutive shares, which include outstanding preferred stock and convertible notes have not been included in the computation of diluted loss per common share as the inclusion would have been anti-dilutive. 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 the conversion feature of convertible promissory notes issued. 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 nine months ended May 31, 2018 and year ended August 31, 2017. The following table summarizes fair value measurements by level at May 31, 2018 and August 31, 2017 measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 893,311 $ 893,311 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features 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. Subsequent Events The Company has evaluated all transactions from May 31, 2018 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS During the nine months ended May 31, 2018 and 2017, the Company incurred management consulting expenses with two related parties for $216,000 and $139,000, respectively. As of May 31, 2018, the amount owed to these related parties was $344,714. The Company incurs the expenses on a month-by-month basis dependent on services required as needed. Amounts paid to the parties during the nine months ended May 31, 2018 and 2017 were $53,036 and $0, respectively. The consulting expenses were related to contract services of the Chief Technical Officer and Chief Executive Officer. No other compensation was paid to officers of the Company. |
PROMISSORY NOTES
PROMISSORY NOTES | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 4 - PROMISSORY NOTES As of May 31, 2018 and August 31, 2017, promissory notes consisted of the following: May 31, August 31, 2018 2017 Promissory Notes - originated in October 2016 $ 25,000 $ 25,000 Promissory Notes - originated in November 2016 3,000 3,000 Promissory Notes - originated in December 2016 - 3,810 Promissory Notes - originated in January 2017 50,000 50,000 Promissory Notes - originated in May 2017 - 100 Promissory Notes - originated in June 2017 500 5,000 Promissory Notes - originated in September 2017 2,000 - Promissory Notes - originated in October 2017 3,000 - Total notes payable $ 83,500 $ 86,910 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 May 31, 2018, an amount of $3,255 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 May 31, 2018, an amount of $375 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 May 31, 2018, an amount of $5,458 of interest was accrued. The note is unsecured, and currently in default. 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. On November 22, 2017, the loan was fully repaid. 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 December 2017, a $4,500 loan repayment was made. The note is currently in default. On September 12, 2017, the Company entered into a promissory note agreement for $2,000. The promissory note bears interest at 7%, and matures in October 2017. As of May 31, 2018, an amount of $100 of interest was accrued. The note is currently in default. On October 17, 2017, the Company entered into a promissory note agreement for $3,000. The promissory note bears interest at 7%, and matures in November 2017. As of May 31, 2018, an amount of $130 of interest was accrued. The note is currently in default. On November 8, 2017, the Company entered into a promissory note agreement for $3,300. The promissory note is non-interest bearing with a maturity in December 2017. On November 22, 2017, the loan was fully repaid. On November 17, 2017, the Company entered into a promissory note agreement for $4,840. The promissory note is non-interest bearing with a maturity in December 2017. On November 22, 2017, the loan was fully repaid. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
May 31, 2018 | |
Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following at May 31, 2018 and August 31, 2017: May 31 August 31 2018 2017 Convertible Note - July 2017 $ 26,250 $ 26,250 Convertible Note - November 2017 68,000 - Convertible Note - December 2017 27,000 - Convertible Note - January 2018 54,000 - Convertible Note - February 2018 27,000 - Convertible Note - March 2018 52,000 - Convertible Note - April 2018 27,000 - Convertible Note - May 2018 22,000 - 303,250 26,250 Less debt discount and debt issuance cost (174,495 ) (22,223 ) Total convertible notes payable, net $ 128,755 $ 4,027 The Company recognized amortization expense related to the debt discount and deferred financing fees of $114,728 and $0 for the nine months ended May 31, 2018 and February 28, 2017, respectively, which is included in interest expense in the statements of operations. During nine months ended May 31, 2018, the Company recorded $8,909 interest expense on convertible notes. 10% Convertible Note – July 2017 On July 6, 2017, the Company issued a 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 principal and accrued interest into fully paid and non-assessable shares of common stock, upon the issuance date of the note. The conversion price is 50% of the lowest trading price of the common stock for the 20 trading days immediately prior to the applicable conversion date. 8% Convertible Note – November 2017 On November 20, 2017, the Company entered into a Securities Purchase Agreement with Adar Bays, a Florida limited liability company, (“Adar”) providing for the purchase of seven convertible notes in the aggregate principal amount of $230,000, with the first note being in the amount of $68,000 and the remaining six notes being in the amount of $27,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on November 20, 2018. The first note of $68,000 was received by the Company on November 20, 2017, with cash received of $65,000, and $3,000 recorded as financing costs. During the nine months ended May 31, 2018, proceeds of $145,000 related to the remaining back-end notes have been received, and $12,000 recorded as financing costs. As of May 31, 2018, principal amount of $5,000 of the remaining back-end notes is still available to drawn. The first note matured on November 20, 2018 with each additional note maturing one month thereafter until June 20, 2018, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case the notes may be called. The above mentioned notes, at any time after 180 days, can be converted at the option of the holder all at a rate of 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) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. 8% Convertible Note – March 2018 On March 26, 2018, the Company entered into a Securities Purchase Agreement with Adar providing for the purchase of three convertible notes in the aggregate principal amount of $126,000, with the first note being in the amount of $42,000 and the remaining two notes being in the amount of $42,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on March 26, 2019. Proceeds from the first $42,000 note was received by the Company, with $2,000 recorded as financing costs. As of May 31, 2018, principal amount of $84,000 of the remaining notes has yet been received. The notes matures on March 26, 2019, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case all notes issued pursuant to the agreement may be called. The above mentioned notes, at any time after 180 days, can be converted all at the option of the holder at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCMarkets, 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) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. 8% Convertible Note – March 2018 On March 13, 2018, the Company issued an 8% Convertible Note in the principal amount of $10,000 for cash proceeds of $10,000. The 8% Convertible Note bears interest at the rate of 8% per annum and matures March 13, 2019. 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, upon the issuance date of the note. The conversion price has yet been settled and will be negotiated between the Company and the note holder in good faith pursuant to the note agreement. Accounting for the conversion feature of this note will be evaluated when the conversion price is determined. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
May 31, 2018 | |
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 OTCMarkets), 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: Nine Months Nine Months Expected term 0.10 – 1.00 years - Expected average volatility 218% - 492% - Expected dividend yield - - Risk-free interest rate 1.62% - 2.23% - The following table summarizes the derivative liabilities included in the balance sheet at May 31, 2018 and 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 Fair value of derivative liability in excess of debt 31,266 Loss on change in fair value of the derivative liabilities 2,348 Balance - August 31, 2017 $ 58,614 Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 250,000 Fair value of derivative liability in excess of debt 625,279 Gain on change in fair value of the derivative liabilities (40,582 ) Balance - May 31, 2018 $ 893,311 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
May 31, 2018 | |
Capital Stock [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. On December 7, 2017, the Board of Directors of the Company designated a Series A Non-Convertible Preferred Stock and authorized 100,000 shares constituting such series of preferred shares. On December 7, 2017, the Board of Directors of the Company designated a Series B Convertible Preferred Stock and authorized 10,000,000 shares constituting such series of preferred shares. Series A Non-Convertible Preferred Stock is not entitled to receive any dividends, is not redeemable, has a liquidation value of $1 per share and as long as at least on share of Series A Non-Convertible Preferred Stock is outstanding, Series A Non-Convertible Preferred Stock represents an aggregate of 80% of all votes entitled to be voted at any annual or special meeting of the Company’s shareholders or action by written consent of the Company’s shareholders. Each share of Series B Convertible Preferred Stock is convertible to 100 common shares of the Company and is entitled to 100 votes. The Company may redeem Series B Preferred Stock for $0.10 per share. On December 7, 2017, the Company entered into a Share Exchange Agreement with Linux Labs Technologies, Inc. (“Linux”) which held 1,000,000,000 shares of the Company Common Stock. Pursuant to the Exchange Agreement, Linux exchanged 500,000,000 shares of common stock of the Company for 100,000 shares of Series A Non-Convertible Preferred Stock and exchanged 200,000,000 shares of common stock of the Company for 2,000,000 shares of Series B Convertible Preferred Stock of the Company. The purpose of the transaction was for strategic purposes and to improve the capital structure of the Company. As at May 31, 2018 and August 31, 2017, the Company had 100,000 and 0 shares of Series A Non-Convertible Preferred Stock issued and outstanding, respectively. As at May 31, 2018 and August 31, 2017, the Company had 2,000,000 and 0 shares of Series B Convertible Preferred Stock issued and outstanding, respectively. 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 discussed above, on December 7, 2017, Linux exchanged a total of 700,000,000 shares of common for shares preferred stock. As at May 31, 2018 and August 31, 2017, the Company had 730,533,560 and 1,430,533,560 shares of common stock issued and outstanding, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 15, 2017. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sirrus Security, Inc. a Georgia corporation. All significant intercompany transactions and balances have been eliminated in consolidation. |
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 and 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products and services only when all of the following criteria have been met: i) Persuasive evidence for an agreement exists; ii) Service has been provided; iii) The fee is fixed or determinable; and, iv) Collection is reasonably assured. The Company’s sales are derived from cyber security service and sale of computer equipment. Revenue is fully recognized when the above criteria are met. The revenue is recognized on a net basis. During the nine months ended May 31, 2018, the Company recognized cyber security service revenue of $5,000 to an unaffiliated party and sales of computer equipment of $52,287 to a related corporation which holds 41% of the Company issued and outstanding common shares for total revenue of $57,287. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. The management estimate that all of the amount ultimately will be collected. Receivables consist of revenue from sales of computer equipment that have been made, but cash has not yet been received. As of May 31, 2018 and August 31, 2017, amounts of $52,287 and $0 were recorded as accounts receivable from a related corporation. |
Income (Loss) Per Share | Income (Loss) Per Share Basic 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. For the three and nine months ended May 31, 2018 and 2017, the Company’s potentially dilutive shares, which include outstanding preferred stock and convertible notes have not been included in the computation of diluted loss per common share as the inclusion would have been anti-dilutive. |
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 the conversion feature of convertible promissory notes issued. 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 nine months ended May 31, 2018 and year ended August 31, 2017. The following table summarizes fair value measurements by level at May 31, 2018 and August 31, 2017 measured at fair value on a recurring basis: May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 893,311 $ 893,311 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 |
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 features 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. |
Subsequent Events | Subsequent Events The Company has evaluated all transactions from May 31, 2018 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. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements by level on recurring basis | May 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 893,311 $ 893,311 August 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 58,614 $ 58,614 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of promissory notes | May 31, August 31, 2018 2017 Promissory Notes - originated in October 2016 $ 25,000 $ 25,000 Promissory Notes - originated in November 2016 3,000 3,000 Promissory Notes - originated in December 2016 - 3,810 Promissory Notes - originated in January 2017 50,000 50,000 Promissory Notes - originated in May 2017 - 100 Promissory Notes - originated in June 2017 500 5,000 Promissory Notes - originated in September 2017 2,000 - Promissory Notes - originated in October 2017 3,000 - Total notes payable $ 83,500 $ 86,910 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
May 31, 2018 | |
Notes Payable [Abstract] | |
Schedule of convertible notes payable | May 31 August 31 2018 2017 Convertible Note - July 2017 $ 26,250 $ 26,250 Convertible Note - November 2017 68,000 - Convertible Note - December 2017 27,000 - Convertible Note - January 2018 54,000 - Convertible Note - February 2018 27,000 - Convertible Note - March 2018 52,000 - Convertible Note - April 2018 27,000 - Convertible Note - May 2018 22,000 - 303,250 26,250 Less debt discount and debt issuance cost (174,495 ) (22,223 ) Total convertible notes payable, net $ 128,755 $ 4,027 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions used in the calculations | Nine Months Nine Months Expected term 0.10 – 1.00 years - Expected average volatility 218% - 492% - Expected dividend yield - - Risk-free interest rate 1.62% - 2.23% - |
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 Fair value of derivative liability in excess of debt 31,266 Loss on change in fair value of the derivative liabilities 2,348 Balance - August 31, 2017 $ 58,614 Addition of new derivative liabilities upon issuance of convertible notes as debt discounts 250,000 Fair value of derivative liability in excess of debt 625,279 Gain on change in fair value of the derivative liabilities (40,582 ) Balance - May 31, 2018 $ 893,311 |
NATURE OF BUSINESS AND CONTIN18
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
State of incorporation | Nevada | ||||
Entity incorporation date | May 7, 2014 | ||||
Net loss | $ (539,057) | $ (182,023) | $ (1,240,202) | $ (310,928) | |
Accumulated deficit | $ (1,886,979) | $ (1,886,979) | $ (646,777) |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring basis - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Liabilities | ||
Derivative liabilities | $ 893,311 | $ 58,614 |
Level 1 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 | ||
Liabilities | ||
Derivative liabilities | $ 893,311 | $ 58,614 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |
May 31, 2018 | May 31, 2018 | Feb. 29, 2016 | |
Accounting Policies [Line Items] | |||
Revenue from services | $ 52,287 | $ 57,287 | |
Accounts receivable - related party | $ 52,287 | $ 52,287 | |
Percentage of issued and outstanding common shares | 41.00% | 41.00% | |
Lease term contract | 12 months | ||
Cyber security service revenue | |||
Accounting Policies [Line Items] | |||
Revenue from services | $ 5,000 | ||
Computer equipment | |||
Accounting Policies [Line Items] | |||
Revenue from services | $ 52,287 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | 9 Months Ended | ||
May 31, 2018USD ($)Parties | May 31, 2017USD ($) | Aug. 31, 2017USD ($) | |
Related Party Transactions [Abstract] | |||
Number of related parties | Parties | 2 | ||
Management consulting expenses | $ 216,000 | $ 139,000 | |
Due to related parties | 344,714 | $ 181,750 | |
Amount paid to related parties | $ 53,036 | $ 0 |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Short-term Debt [Line Items] | ||
Short-term notes payable | $ 83,500 | $ 86,910 |
Promissory Notes - originated in October 2016 | ||
Short-term Debt [Line Items] | ||
Note payable | 25,000 | 25,000 |
Promissory Notes - originated in November 2016 | ||
Short-term Debt [Line Items] | ||
Note payable | 3,000 | 3,000 |
Promissory Notes - originated in December 2016 | ||
Short-term Debt [Line Items] | ||
Note payable | 0 | 3,810 |
Promissory Notes - originated in January 2017 | ||
Short-term Debt [Line Items] | ||
Note payable | 50,000 | 50,000 |
Promissory Notes - originated in May 2017 | ||
Short-term Debt [Line Items] | ||
Note payable | 0 | 100 |
Promissory Notes - originated in June 2017 | ||
Short-term Debt [Line Items] | ||
Note payable | 500 | 5,000 |
Promissory Notes - originated in September 2017 | ||
Short-term Debt [Line Items] | ||
Note payable | 2,000 | 0 |
Promissory Notes - originated in October 2017 | ||
Short-term Debt [Line Items] | ||
Note payable | $ 3,000 | $ 0 |
PROMISSORY NOTES (Detail Textua
PROMISSORY NOTES (Detail Textuals) - USD ($) | Mar. 13, 2018 | Nov. 08, 2017 | Sep. 12, 2017 | Jul. 06, 2017 | Jun. 08, 2017 | Dec. 09, 2016 | Nov. 07, 2016 | Oct. 14, 2016 | Dec. 31, 2017 | Nov. 17, 2017 | Oct. 17, 2017 | Aug. 31, 2017 | May 31, 2017 | Jan. 18, 2017 | May 31, 2018 |
Short-term Debt [Line Items] | |||||||||||||||
Maturity date | Mar. 13, 2019 | Jul. 6, 2018 | |||||||||||||
Accrued interest | $ 4,823 | $ 18,629 | |||||||||||||
Promissory Notes - originated in October 2016 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 25,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity period | 1 year | ||||||||||||||
Accrued interest | 3,255 | ||||||||||||||
Promissory Notes - originated in November 2016 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 3,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity period | 1 year | ||||||||||||||
Accrued interest | 375 | ||||||||||||||
Promissory Notes - originated in December 2016 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 3,810 | ||||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||||
Promissory Notes - originated in January 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 50,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity period | 1 year | ||||||||||||||
Accrued interest | 5,458 | ||||||||||||||
Promissory Notes - originated in May 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 1,100 | ||||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||||
Loan repayment | $ 1,000 | ||||||||||||||
Promissory Notes - originated in June 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 5,000 | ||||||||||||||
Maturity date | Jul. 31, 2017 | ||||||||||||||
Loan repayment | $ 4,500 | ||||||||||||||
Promissory Notes - originated in September 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 2,000 | ||||||||||||||
Interest rate | 7.00% | ||||||||||||||
Maturity date | Oct. 31, 2017 | ||||||||||||||
Accrued interest | 100 | ||||||||||||||
Promissory Notes - originated in October 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 3,000 | ||||||||||||||
Interest rate | 7.00% | ||||||||||||||
Maturity date | Nov. 30, 2017 | ||||||||||||||
Accrued interest | $ 130 | ||||||||||||||
Promissory Notes - originated in November 8, 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 3,300 | ||||||||||||||
Maturity date | Dec. 31, 2017 | ||||||||||||||
Promissory Notes - originated in November 17, 2017 | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Promissory note amount | $ 4,840 | ||||||||||||||
Maturity date | Dec. 31, 2017 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Debt Instrument [Line Items] | ||
Convertible Note | $ 303,250 | $ 26,250 |
Less debt discount and debt issuance cost | (174,495) | (22,223) |
Total convertible notes payable, net | 128,755 | 4,027 |
Convertible Note - July 2017 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 26,250 | 26,250 |
Convertible Note - November 2017 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 68,000 | 0 |
Convertible Note - December 2017 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 27,000 | 0 |
Convertible Note - January 2018 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 54,000 | 0 |
Convertible Note - February 2018 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 27,000 | 0 |
Convertible Note - March 2018 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 52,000 | 0 |
Convertible Note - April 2018 | ||
Debt Instrument [Line Items] | ||
Convertible Note | 27,000 | 0 |
Convertible Note - May 2018 | ||
Debt Instrument [Line Items] | ||
Convertible Note | $ 22,000 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De25
CONVERTIBLE NOTES PAYABLE (Detail Textuals) | Mar. 13, 2018USD ($) | Jul. 06, 2017USD ($)Integer | Mar. 26, 2018USD ($)Integer | Nov. 20, 2017USD ($)Integer | Feb. 28, 2017USD ($) | May 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount | $ 0 | $ 114,728 | ||||
Interest Expense On Convertible Notes | 8,909 | |||||
Aggregate principal amount | $ 10,000 | $ 26,250 | ||||
Proceeds from issuance of convertible notes payable | $ 10,000 | 25,000 | 260,000 | |||
Original issue discount and deferred financing costs on convertible notes | $ 1,250 | 17,000 | ||||
Interest rate | 8.00% | 10.00% | ||||
Maturity date | Mar. 13, 2019 | Jul. 6, 2018 | ||||
Threshold trading days | Integer | 20 | |||||
Percentage of principal amount redeemed | 50.00% | |||||
OTCQB | ||||||
Debt Instrument [Line Items] | ||||||
Notes Conversion Rate After 180 Days | 50.00% | 50.00% | ||||
Adar Bays | Securities purchase agreement | Convertible note payable | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 126,000 | $ 230,000 | ||||
Proceeds from issuance of convertible notes payable | 145,000 | |||||
Interest rate | 8.00% | |||||
Maturity date | Mar. 26, 2019 | Nov. 20, 2018 | ||||
Threshold trading days | Integer | 20 | 20 | ||||
Number Of Convertible Promissory Notes | Integer | 3 | 7 | ||||
Payment for financing costs | 12,000 | |||||
First note | Adar Bays | Securities purchase agreement | Convertible note payable | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 42,000 | $ 68,000 | 84,000 | |||
Cash Received | 65,000 | |||||
Financing Costs Recevied In First Note | $ 2,000 | $ 3,000 | ||||
Interest rate | 8.00% | |||||
Maturity date | Jun. 20, 2018 | |||||
Number Of Convertible Promissory Notes | Integer | 1 | |||||
Back end note | Adar Bays | Securities purchase agreement | Convertible note payable | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 27,000 | $ 5,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | May 31, 2018 | May 31, 2017 |
Expected term | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, term | 1 month 6 days | |
Expected term | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, term | 1 year | |
Expected average volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | |
Expected average volatility | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 218 | |
Expected average volatility | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 492 | |
Expected dividend yield | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Risk-free interest rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | |
Risk-free interest rate | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.62 | |
Risk-free interest rate | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.23 |
DERIVATIVE LIABILITIES (Detai27
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
May 31, 2018 | May 31, 2018 | Aug. 31, 2017 | |
Fair value measurements using significant observable inputs | |||
Balance | $ 58,614 | ||
Fair value of derivative liability in excess of debt | $ 169,095 | 625,279 | |
Balance | 893,311 | 893,311 | $ 58,614 |
Level 3 | |||
Fair value measurements using significant observable inputs | |||
Balance | 58,614 | 0 | |
Addition Of New Derivative Liabilities Upon Issuance Of Convertible Notes As Debt Discounts | 250,000 | 25,000 | |
Fair value of derivative liability in excess of debt | 625,279 | 31,266 | |
Gain/Loss on change in fair value of the derivative liabilities | (40,582) | 2,348 | |
Balance | $ 893,311 | $ 893,311 | $ 58,614 |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - $ / shares | Dec. 07, 2017 | May 31, 2018 | Nov. 22, 2017 | Aug. 31, 2017 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 8,000,000,000 | 200,000,000 | 8,000,000,000 | |
Common stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | 730,533,560 | 1,430,533,560 | ||
Common stock, shares outstanding | 730,533,560 | 1,430,533,560 | ||
Share Exchange Agreement | ||||
Number of shares converted under share exchange agreement | 500,000,000 | |||
Share Exchange Agreement | Linux Labs Technologies, Inc. | ||||
Number of shares issued under share exchange agreement | 1,000,000,000 | |||
Number of shares converted under share exchange agreement | 700,000,000 | |||
Series Non Convertible Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 100,000 | |||
Preferred stock, shares issued | 100,000 | 0 | ||
Preferred stock, shares outstanding | 100,000 | 0 | ||
Liquidation value per share | $ 1 | |||
Preferred stock voting rights | Series A Non-Convertible Preferred Stock represents an aggregate of 80% of all votes | |||
Series Non Convertible Preferred Stock [Member] | Share Exchange Agreement | ||||
Number of shares converted under share exchange agreement | 200,000,000 | |||
Series B Preferred Stock | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares issued | 2,000,000 | 0 | ||
Preferred stock, shares outstanding | 2,000,000 | 0 | ||
Number of shares converted under share exchange agreement | 100 | |||
Preferred stock voting rights | Series B Convertible Preferred Stock is convertible to 100 common shares of the Company and is entitled to 100 votes | |||
Series B Preferred Stock | Share Exchange Agreement | ||||
Number of shares converted under share exchange agreement | 2,000,000 |