Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 12, 2018 | Feb. 28, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | GRIDIRON BIONUTRIENTS, INC. | ||
Entity Central Index Key | 1,629,205 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 132,637,500 | ||
Entity Public Float | $ 72,937,361 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash | $ 774,468 | $ 25 |
Accounts receivable | 428 | |
Inventory | 53,110 | |
Prepaid expense | 30,000 | |
Total current assets | 858,006 | 25 |
Equipment, net of accumulated depreciation of $530 and $0, respectively | 1,937 | |
Trademarks | 2,800 | 2,800 |
Total assets | 862,743 | 2,825 |
Current liabilities | ||
Accounts payable and accrued expenses | 95,287 | |
Related party payable | 16,101 | |
Derivative liability | 537,889 | |
Note payable, current portion | 49,500 | |
Dividends payable | 4,192 | |
Total current liabilities | 686,868 | 16,101 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock to be issued | 160,000 | |
Preferred stock, $0.001 par value; 25,000,000 share authorized; 8,480,000 and 0 issued and outstanding as of August 31, 2018 and 2017, respectively | 8,480 | |
Common stock, $0.001 par value; 200,000,000 shares authorized; 132,637,500 and 62,637,500 shares issued and outstanding as of August 31, 2018 and 2017, respectively | 132,638 | 62,638 |
Additional paid in capital | 867,949 | (62,438) |
Accumulated deficit | (993,191) | (13,476) |
Total stockholders' equity (deficit) | 175,875 | (13,276) |
Total liabilities and stockholders' equity (deficit) | $ 862,743 | $ 2,825 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Accumulated depreciation | $ 530 | |
Stockholders' equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 8,480,000 | 0 |
Preferred stock, shares outstanding | 8,480,000 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 132,637,500 | 62,637,500 |
Common stock, shares outstanding | 132,637,500 | 62,637,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Consolidated Statements Of Operations | ||
Revenues | $ 16,771 | |
Cost of revenues | 81,025 | |
Net margin | (64,254) | |
Operating expenses | ||
Advertising | 61,812 | |
Consulting fees | 72,349 | |
General and administrative | 13,476 | 56,951 |
Professional fees | 133,822 | |
Travel | 46,930 | |
Total operating expenses | 13,476 | 371,864 |
Net loss from operations | (13,476) | (436,118) |
Other income (expense) | ||
Interest expense | (1,517) | |
Gain on change in fair value of derivative liability | 136,123 | |
Equity issuance costs | (674,012) | |
Total other income (expense) | (539,406) | |
Net loss | $ (13,476) | $ (975,524) |
Net loss per common share, basic and diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding, basic and diluted | 62,637,500 | 125,158,048 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid in Capital | Common Stock To be Issued | Retained Earnings | Total |
Beginning Balance, Amount at Jul. 19, 2017 | ||||||
Effects of reverse capitalization, Shares | 62,437,500 | |||||
Effects of reverse capitalization, Amount | $ 62,438 | (62,438) | ||||
Common shares issued for services, Shares | 200,000 | |||||
Common shares issued for services, Amount | $ 200 | 200 | ||||
Issuance of preferred stock for cash, Amount | ||||||
Net Loss | (13,476) | (13,476) | ||||
Ending Balance, Shares at Aug. 31, 2017 | 62,637,500 | |||||
Ending Balance, Amount at Aug. 31, 2017 | $ 62,638 | (62,438) | (13,476) | (13,276) | ||
Common shares issued for services, Amount | ||||||
Issuance of preferred stock for cash, Shares | 8,480,000 | |||||
Issuance of preferred stock for cash, Amount | $ 8,480 | 997,520 | 1,006,000 | |||
Issuance of common stock for reverse merger, Shares | 70,000,000 | |||||
Issuance of common stock for reverse merger, Amount | $ 70,000 | (143,040) | (73,040) | |||
Common stock subscribed for cash | 160,000 | 160,000 | ||||
Forgiveness of related party payable | 75,907 | 75,907 | ||||
Dividends on preferred stock accrued | (4,192) | (4,192) | ||||
Net Loss | (975,524) | (975,524) | ||||
Ending Balance, Shares at Aug. 31, 2018 | 8,480,000 | 132,637,500 | ||||
Ending Balance, Amount at Aug. 31, 2018 | $ 8,480 | $ 132,638 | $ 867,949 | $ 160,000 | $ (993,191) | $ 175,875 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (13,476) | $ (975,524) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 530 | |
Stock based issue costs | 674,012 | |
Gain on change in fair value of derivative liability | (136,123) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (428) | |
Inventory | (53,110) | |
Prepaid expenses | (30,000) | |
Accounts payable and accrued expenses | 94,182 | |
Expenses paid on behalf of company | 13,276 | |
Related party payable | (16,101) | |
Common stock issued for services | 200 | |
Net cash used in operating activities | (442,562) | |
Cash flows from investing activities | ||
Purchase of equipment | (2,467) | |
Net cash used in investing activities | (2,467) | |
Cash flows from financing activities | ||
Advances from related parties | 25 | |
Proceeds from notes payable | 49,500 | |
Proceeds from common stock subscriptions | 160,000 | |
Proceeds from the sale of preferred stock and warrants | 1,006,000 | |
Cash contributed in merger | 3,972 | |
Net cash provided by financing activities | 25 | 1,219,472 |
Cash, beginning of period | 25 | |
Net change in cash | 25 | 774,443 |
Cash, end of period | 25 | 774,468 |
Supplemental cash flow information | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Supplemental disclosure of non-cash investing activities | ||
Accounts payable and accrued expenses assumed in reverse merger | 1,105 | |
Forgiveness of related party payable | 75,907 | |
Related payable assumed in reverse merger | 75,907 | |
Common shares issued in reverse merger at par value | 70,000 | |
Trademark costs paid by related party | $ 2,800 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Gridiron BioNutrients, Inc. (the “Company” or “Gridiron”) was formed under the laws of the state of Nevada on July 20, 2017 to develop and distribute a retail line of health water infused with probiotics and minerals. The Company has elected an August 31, 2017 year end. Acquisition and Reverse Merger On October 10, 2017, the Company completed a reverse merger with My Cloudz, Inc. (“My Cloudz”) pursuant to which the Company merged into My Cloudz on October 10, 2017. Under the terms of the merger, the Company shareholders received 70,000,000 common shares of My Cloudz common stock such that the Company shareholders received approximately 57% of the total common shares issued and outstanding following the merger. Due to the nominal assets and limited operations of My Cloudz prior to the merger, the transaction was accorded reverse recapitalization accounting treatment under the provision of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 805 whereby the Company became the accounting acquirer (legal acquiree) and My Cloudz was treated as the accounting acquiree (legal acquirer). The historical financial records of the Company are those of the accounting acquirer (GridIron) adjusted to reflect the legal capital of the accounting acquiree (My Cloudz). As the transaction was treated as a recapitalization, no intangibles, including goodwill, were recognized. Concurrent with the effective date of the reverse recapitalization transaction, the Company adopted the fiscal year end of the accounting acquirer of August 31. At the date of acquisition, My Cloudz had $3,972 of cash, $1,105 of accounts payable and a related party payable of $75,907. Book values for all assets acquired and liabilities assumed equaled fair values as of the date of acquisition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation This summary of accounting policies for Gridiron is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for fair value calculations related to embedded conversion features of outstanding convertible notes payable. Cash For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company had $774,468 and $25 of cash and no cash equivalents as of August 31, 2018 and August 31, 2017 respectively. As of August 31, 2018, the Company had cash of $524,443 with one financial institution in excess of the FDIC insured limit of $250,000. Revenue recognition The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. As discussed in Note 7 – Warrants and Derivative Liability, Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. Principals of Consolidation The consolidated financial statements represent the results of Gridiron BioNutrients, Inc,; its wholly owned subsidiary, GridIron Ventures and the assets, processes, and results therefrom. All intercompany transactions and balances have been eliminated. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. Property and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer Equipment 3 years The Company’s property and equipment consisted of the following as of August 31, 2018 and August 31, 2017: August 31, 2018 2017 Computer Equipment $ 2,467 $ - Accumulated depreciation (530 ) - Net book value $ 1,937 $ - Depreciation expense for the year ended August 31, 2018 and period ended August 31, 2017 was $530 and $0, respectively. Inventories Inventories consist primarily of ready to sell product and packing materials and are stated at the lower of cost or net realizable value using the first-in, first-out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of revenue. The Company did not have any write downs of inventory during the year ended August 31, 2018 or period ended August 31, 2017, respectively. Inventory balances were $53,110 and $0 as of August 31, 2018 and August 31, 2017, respectively. Notes Payable As of August 31, 2018, and August 31, 2017, the Company had two notes payable with a principal balance of $49,500 and $0, respectively, owed to two separate noteholders. Each note payable is unsecure with one bearing interest at 5% and the other at 0% respectively. As of August 31, 2018, the Company had an outstanding accrued interest balance of $475, which has been included in accounts payable and accrued expenses. 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, note as they would have been anti-dilutive. The conversion of preferred shares and warrants to commons shares could potentially bring the amount of common shares to a total of 183,746,071. The preferred conversion and warrants would account for 50,880,000 additional shares bringing along with the 132,637,500 outstanding at August 31, 2018 plus an additional 228,571 that have not been issued yet. There were no potentially dilutive shares outstanding during the periods ended August 31, 2018 and August 31, 2017 respectively. Dividends As discussed in Note 5 – Stockholders Equity (Deficit), Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising costs totaling $61,812 during the year ended August 31, 2018 and $0 during the period ended August 31, 2017. Stock-Based Compensation The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of subtopic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”) and subtopic 718-20 for awards classified as equity to employees. There was $0 and $200 of stock based compensation during the year ended August 31, 2018 and period ended August 31, 2017. Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Accounts Receivable Accounts receivable balances are established for amounts owed to the Company from its customers from the sale of products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. There was $428 and $0 outstanding accounts receivable as of August 31, 2018 and 2017, respectively. Recently Issued Accounting Standards In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842 ,” “Leases In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Revenue Recognition.” Trademark During the period ended August 31, 2017, a related party incurred total costs of $2,800 to acquire a trademark on behalf of the Company. Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. Trademarks are reviewed for impairment loss considerations annually. As of August 31, 2018 and 2017, the Company had trademarks totaling $2,800 and recorded impairment losses of $0 for the periods then ended. Trademarks amortized over the expected useful lives when issued. Amortization expense from trademarks are included in general and administrative expenses and totaled $0 for the periods ended August 31, 2018 and August 31, 2017, respectively. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had a net loss of $975,523 and $13,476 for the periods ended August 31, 2018 and August 31, 2017. The Company has working capital of $171,139 and an accumulated deficit of $993,191 as of August 31, 2018. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has plenty of cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to fund operations through additional debt and equity financing. Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | During the period of July 20, 2017 (inception) to August 31, 2017, a company director paid a total of $2,800 towards obtaining trademarks, $13,276 towards operating and start up costs and $25 to open the Company bank account. The advances are non-interest bearing and due on demand and as such is included in current liabilities. There was $0 and $16,101 due as of August 31, 2018 and 2017, respectively. During the year ended August 31, 2018, the company assumed a related party payable totaling $75,907 through the acquisition and reverse merger as discussed in Note 1 – Organization and Description of Business |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 5 - STOCKHOLDERS EQUITY | Preferred Stock On July 16, 2018, the Board of Directors and one (1) stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to authorize the creation of 5,000,000 shares, designated as our Preferred Stock. On July 16, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation creating 5,000,000 shares of preferred stock. On July 30, 2018, the Board of Directors of the Company authorized the designation of 9,000,000 shares of Series A Preferred Stock. On July 31, 2018, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada, creating 900,000 shares of Series A Preferred Stock. On August 1, 2018, the Board of Directors and one (1) stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to authorize the creation of 25,000,000 shares, designated as our Preferred Stock. On August 1, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation creating 25,000,000 shares of preferred stock. The preferred stock accrues dividends at a rate of 5% annually, are convertible to common stock at a rate of $0.125 per share at the option of the holder. Further, the preferred stock is redeemable by the Company at a premium during the first 180 days after issuance and another premium after the 180 th During the year ended August 31, 2018, the Company issued a total of 8,480,000 of preferred stock and 8,480,000 of warrants for total cash proceeds of $1,006,000. There were 8,480,000 and 0 preferred shares issued and outstanding as of August 31, 2018 and August 31, 2017, respectively. Common Stock The Company is authorized to issue up to 200,000,000 shares of $0.001 par value common stock. During the period ended August 31, 2017, the Company issued a total of 200,000 common shares to the members of its board of directors for services valued at $0.001 per share for a total of $200. During the year ended August 31, 2018, the Company issued a total of 70,000,000 common shares to complete its acquisition and reverse merger as discussed in Note 1 – Organization and Description of Business Common Stock Subscribed During the year ended August 31, 2018, the Company accepted four separate common stock subscriptions representing a total of 228,571 common shares for total cash proceeds of $160,000. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 6 - INCOME TAXES | We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended August 31, 2018 and 2017 or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. All tax returns for the Company remain open. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: 2017 2018 Income tax provision at the federal statutory rate 35 % 21 % Effect on operating losses (35 %) (21 %) - - The net deferred tax assets consist of the following: August 31, 2018 2017 Net operating loss carry forward $ 993,192 $ 13,476 Valuation allowance (993,192 ) (13,476 ) Net deferred tax asset $ - $ - A reconciliation of income taxes computed at the statutory rate is as follows: August 31, 2018 2017 Tax at statutory rate $ 204,860 $ 4,717 Increase in valuation allowance (204,860 ) (4,717 ) Net deferred tax asset $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report, there are no pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities. |
WARRANTS AND DERIVATIVE LIABILI
WARRANTS AND DERIVATIVE LIABILITY | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 8 - WARRANTS AND DERIVATIVE LIABILITY | As discussed in Note 5 – Stockholders’ Equity (Deficit) The Company analyzed the conversion features of the cashless exercise feature in the warrants issued for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded features should be classified as a derivative liability because the exercise price of these warrants are subject to a variable rate. The Company has determined that warrants are not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has recorded a derivative liability. Upon issuance, the Company valued the derivative using a Black-Scholes model yielding a total value of $674,012 which was expensed during the year ended August 31, 2018. The Company used the following assumptions upon initial measurement: value per common share of $0.09, a remaining life of 3.0 years, an exercise price of $0.165, a risk free rate of 2.77% and volatility of 195%. The Company revalued the derivative liability as of August 31, 2018 and recorded a gain of $136,123 on the change in fair value of derivative liabilities for the year then ended. The Company used the following assumptions upon initial measurement: value per common share of $0.07, a remaining life of 2.92 years, an exercise price of $0.165, a risk free rate of 2.70 and volatility of 192%. As of August 31, 2018 and 2017, the Company had derivative liabilities totaling $537,889 and $0, respectively. The following table summarizes all stock option activity for the year ended August 31, 2018: Warrants Weighted- Average Exercise Price Per Share Outstanding, August 31, 2017 - $ - Granted 8,480,000 0.165 Exercised - - Forfeited - - Expired - - Outstanding, August 31, 2018 8,480,000 $ 0.165 The following table discloses information regarding outstanding and exercisable options at August 31, 2018: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.165 $ 8,480,000 $ 0.165 2.92 8,480,000 $ 0.165 8,480,000 $ 0.165 2.92 8,480,000 $ 0.165 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 9 - SUBSEQUENT EVENTS | The Company has secured a lease through the Timothy Orr the President in Carson City, Nevada on October 12, 2018. The amount of rent that will be paid is $3,000 a month. The lease is a short term lease until January 15, 2019 after which it will become a month to month lease if both parties agree. The Company has evaluated all other events occurring subsequently to these financial statements through December 14, 2018 and determined there are none to disclose. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Basis of presentation | This summary of accounting policies for Gridiron is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for fair value calculations related to embedded conversion features of outstanding convertible notes payable. |
Cash | For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company had $774,468 and $25 of cash and no cash equivalents as of August 31, 2018 and August 31, 2017 respectively. As of August 31, 2018, the Company had cash of $524,443 with one financial institution in excess of the FDIC insured limit of $250,000. |
Revenue recognition | The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification |
Fair Value of Financial Instruments | Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. As discussed in Note 7 – Warrants and Derivative Liability, |
Income Taxes | Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. |
Principals of Consolidation | The consolidated financial statements represent the results of Gridiron BioNutrients, Inc,; its wholly owned subsidiary, GridIron Ventures and the assets, processes, and results therefrom. All intercompany transactions and balances have been eliminated. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. |
Property and Equipment | Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer Equipment 3 years The Company’s property and equipment consisted of the following as of August 31, 2018 and August 31, 2017: August 31, 2018 2017 Computer Equipment $ 2,467 $ - Accumulated depreciation (530 ) - Net book value $ 1,937 $ - Depreciation expense for the year ended August 31, 2018 and period ended August 31, 2017 was $530 and $0, respectively. |
Inventories | Inventories consist primarily of ready to sell product and packing materials and are stated at the lower of cost or net realizable value using the first-in, first-out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of revenue. The Company did not have any write downs of inventory during the year ended August 31, 2018 or period ended August 31, 2017, respectively. Inventory balances were $53,110 and $0 as of August 31, 2018 and August 31, 2017, respectively. |
Notes Payable | As of August 31, 2018, and August 31, 2017, the Company had two notes payable with a principal balance of $49,500 and $0, respectively, owed to two separate noteholders. Each note payable is unsecure with one bearing interest at 5% and the other at 0% respectively. As of August 31, 2018, the Company had an outstanding accrued interest balance of $475, which has been included in accounts payable and accrued expenses. |
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, note as they would have been anti-dilutive. The conversion of preferred shares and warrants to commons shares could potentially bring the amount of common shares to a total of 183,746,071. The preferred conversion and warrants would account for 50,880,000 additional shares bringing along with the 132,637,500 outstanding at August 31, 2018 plus an additional 228,571 that have not been issued yet. There were no potentially dilutive shares outstanding during the periods ended August 31, 2018 and August 31, 2017 respectively. |
Dividends | As discussed in Note 5 – Stockholders Equity (Deficit), |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising costs totaling $61,812 during the year ended August 31, 2018 and $0 during the period ended August 31, 2017. |
Stock-Based Compensation | The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of subtopic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”) and subtopic 718-20 for awards classified as equity to employees. There was $0 and $200 of stock based compensation during the year ended August 31, 2018 and period ended August 31, 2017. |
Related Parties | The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Accounts Receivable | Accounts receivable balances are established for amounts owed to the Company from its customers from the sale of products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. There was $428 and $0 outstanding accounts receivable as of August 31, 2018 and 2017, respectively. |
Recently Issued Accounting Standards | In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842 ,” “Leases In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” “Revenue Recognition.” |
Trademark | During the period ended August 31, 2017, a related party incurred total costs of $2,800 to acquire a trademark on behalf of the Company. Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. Trademarks are reviewed for impairment loss considerations annually. As of August 31, 2018 and 2017, the Company had trademarks totaling $2,800 and recorded impairment losses of $0 for the periods then ended. Trademarks amortized over the expected useful lives when issued. Amortization expense from trademarks are included in general and administrative expenses and totaled $0 for the periods ended August 31, 2018 and August 31, 2017, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies Tables Abstract | |
Property, Plant and Equipment, estimated useful lives | The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer Equipment 3 years |
Property, Plant and Equipment | The Company’s property and equipment consisted of the following as of August 31, 2018 and August 31, 2017: August 31, 2018 2017 Computer Equipment $ 2,467 $ - Accumulated depreciation (530 ) - Net book value $ 1,937 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes Tables Abstract | |
Federal income tax rate | 2017 2018 Income tax provision at the federal statutory rate 35 % 21 % Effect on operating losses (35 %) (21 %) - - |
Schedule of deferred tax assets | August 31, 2018 2017 Net operating loss carry forward $ 993,192 $ 13,476 Valuation allowance (993,192 ) (13,476 ) Net deferred tax asset $ - $ - |
Schedule of effective income tax rate reconciliation | August 31, 2018 2017 Tax at statutory rate $ 204,860 $ 4,717 Increase in valuation allowance (204,860 ) (4,717 ) Net deferred tax asset $ - $ - |
WARRANTS AND DERIVATIVE LIABI_2
WARRANTS AND DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Warrants And Derivative Liability | |
Summarizes of stock option activity | Warrants Weighted- Average Exercise Price Per Share Outstanding, August 31, 2017 - $ - Granted 8,480,000 0.165 Exercised - - Forfeited - - Expired - - Outstanding, August 31, 2018 8,480,000 $ 0.165 |
Summarizes of outstanding and exercisable of stock options | Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.165 $ 8,480,000 $ 0.165 2.92 8,480,000 $ 0.165 8,480,000 $ 0.165 2.92 8,480,000 $ 0.165 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Oct. 10, 2017 | Aug. 31, 2017 | Aug. 31, 2018 | Jul. 19, 2017 |
State of incorporation | Nevada | |||
Date of incorporation | Jul. 20, 2017 | |||
Common stock, shares issued | 62,637,500 | 132,637,500 | ||
Cash | $ 25 | $ 774,468 | ||
Accounts payable | 95,287 | |||
Other payable assumed in reverse merger | $ 75,907 | |||
My Cloudz [Member] | ||||
Common stock, shares issued | 70,000,000 | |||
Percentage of common shares issued and outstanding | 57.00% | |||
Cash | $ 3,972 | |||
Accounts payable | 1,105 | |||
Other payable assumed in reverse merger | $ 75,907 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Aug. 31, 2018 | |
Computer Equipment [Member] | |
Property and equipment, estimated useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Summary Of Significant Accounting Policies Details 1 | ||
Computer Equipment | $ 2,467 | |
Accumulated depreciation | (530) | |
Net book value | $ 1,937 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2018 | Jul. 19, 2017 | |
Summary Of Significant Accounting Policies Details Narrative | |||
FDIC insured limit | $ 250,000 | ||
Depreciation expense | $ 0 | 530 | |
Inventory | 53,110 | ||
Note payable, current portion | $ 49,500 | ||
Interest rate | 0.00% | 5.00% | |
Accrued interest | $ 475 | ||
Trademarks | $ 2,800 | 2,800 | |
Cash and no cash equivalents | 25 | 774,468 | |
Cash, uninsured amount | 524,443 | ||
Dividends payable | 4,192 | ||
Advertising costs | 61,812 | ||
Stock based compensation | 200 | ||
Accounts receivable | $ 428 | ||
Preferred stock, dividend rate, percentage | 5.00% | ||
Impairment losses | $ 0 | $ 0 | |
Common stock shares outstanding | 183,746,071 | ||
Preferred stock shares outstanding | 50,880,000 | ||
Additional unissued outstanding shares | 228,571 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Going Concern | ||
Accumulated deficit | $ (13,476) | $ (993,191) |
Working capital | 171,139 | |
Net loss | $ (13,476) | $ (975,524) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Related Party Transactions | ||
Related party payable | $ 16,101 | |
Amount paid by director to obtain trademarks | 2,800 | |
Operating and start up costs paid by director | 13,276 | |
Amaount paid by director to open bank account | 25 | |
Related party payable assumed in reverse merger | 75,907 | |
Related party payable forgiven and written off to APIC | $ 75,907 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2017 | Aug. 31, 2018 | Aug. 01, 2018 | Jul. 30, 2018 | Jul. 16, 2018 | Oct. 10, 2017 | |
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Cash proceeds from subscriptions of common stock | $ 160,000 | |||||
Proceeds from issuance of preferred stock and warrants | $ 1,006,000 | |||||
Common stock, shares issued | 62,637,500 | 132,637,500 | ||||
Common stock, shares outstanding | 62,637,500 | 132,637,500 | ||||
Preferred Stock shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 5,000,000 | ||
Dividends Rate | 5.00% | |||||
Convertible preferred stock, conversion price | $ 0.125 | |||||
Number of warrants shares issued | 8,480,000 | |||||
Preferred stock, shares issued | 0 | 8,480,000 | ||||
Preferred stock, shares outstanding | 0 | 8,480,000 | ||||
Common stock issued for services | $ 200 | |||||
Common stock shares subscribed | 228,571 | |||||
Preferred stock, terms of redemption | The preferred stock is redeemable by the Company at a X% premium during the first 180 days after issuance and X% premium after the 180th day from issuance | |||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock shares authorized | 9,000,000 | |||||
My Cloudz [Member] | ||||||
Common stock, shares issued | 70,000,000 | |||||
Preferred Stock | ||||||
Issuance of preferred stock for cash | 8,480,000 | |||||
Common Stock | ||||||
Shares issued of common stock | 200,000 | |||||
Common stock, price per share | $ 0.001 | |||||
Common stock issued for services | $ 200 | |||||
Common Stock To be Issued | ||||||
Common stock issued for services |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Taxes Details Abstract | ||
Income tax provision at the federal statutory rate | 21.00% | 35.00% |
Effect on operating losses | (21.00%) | (35.00%) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Net deferred tax assets | ||
Net operating loss carry forward | $ 993,192 | $ 13,476 |
Valuation allowance | (993,192) | (13,476) |
Net deferred tax asset |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Income Taxes Details 1Abstract | ||
Tax at statutory rate | $ 4,717 | $ 204,860 |
Increase in valuation allowance | (4,717) | (204,860) |
Net deferred tax asset |
WARRANTS AND DERIVATIVE LIABI_3
WARRANTS AND DERIVATIVE LIABILITY (Details) - Stock option [Member] | 12 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Number of Options | |
Outstanding, Beginning Balance | shares | |
Granted | shares | 8,480,000 |
Exercised | shares | |
Forfeited | shares | |
Expired | shares | |
Outstanding, Ending Balance | shares | 8,480,000 |
Weighted Average Exercise Price Per Share | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Granted | $ / shares | 0.165 |
Exercised | $ / shares | |
Forfeited | $ / shares | |
Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.165 |
WARRANTS AND DERIVATIVE LIABI_4
WARRANTS AND DERIVATIVE LIABILITY (Details 1) - Stock option [Member] | 12 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Number of Option Shares, Outstanding | shares | 8,480,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.165 |
Weighted average remaining contractual life (Years), Outstanding | 2 years 11 months 1 day |
Number of Outstanding, Exercisable | shares | 8,480,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.165 |
0.165 [Member] | |
Number of Option Shares, Outstanding | shares | 8,480,000 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.165 |
Weighted average remaining contractual life (Years), Outstanding | 2 years 11 months 1 day |
Number of Outstanding, Exercisable | shares | 8,480,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.165 |
WARRANTS AND DERIVATIVE LIABI_5
WARRANTS AND DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Aug. 31, 2018 | |
Detachable warrants | 8,480,000 | |
Debt issue costs | $ 674,012 | |
Value per common share | $ 0.125 | |
Gain on change in fair value of derivative liability | $ 136,123 | |
Derivative liability | $ 537,889 | |
Derivative liability [Member] | ||
Value per common share | $ 0.07 | |
Expected term (in years) | 2 years 11 months 1 day | |
Expected volatility rate | 192.00% | |
Exercise price | $ 0.165 | |
Risk-free interest rate | 2.70% | |
Gain on change in fair value of derivative liability | $ 136,123 | |
Derivative [Member] | ||
Detachable warrants | 8,480,000 | |
Exercise price | $ 0.165 | |
Exercisable period | 3 years | |
Debt issue costs | $ 674,012 | |
Value per common share | $ 0.09 | |
Expected term (in years) | 3 years | |
Expected volatility rate | 195.00% | |
Exercise price | $ 0.165 | |
Risk-free interest rate | 2.77% |