Innovation1 Biotech (IVBT) 10-Q 15 Apr 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Feb. 28, 2022	Apr. 14, 2022
Cover [Abstract]
Entity Registrant Name	INNOVATION1 BIOTECH INC.
Entity Central Index Key	0001629205
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		20,020,239
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55852
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-2275255
Entity Interactive Data Current	Yes
Entity Address Address Line 1	40 Wall Street
Entity Address Address Line 2	Suite 2701
Entity Address City Or Town	New York
Entity Address Postal Zip Code	10005
City Area Code	646
Local Phone Number	380-1923
Entity Address State Or Province	NY

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Feb. 28, 2022	Aug. 31, 2021
Current assets:
Cash	$ 1,310,285	$ 137,476
Other receivable	179,770	0
Inventory	0	17,000
Prepaid expenses	30,300	14,000
Total current assets	1,520,355	168,476
Other assets
Equity investment, net of discount	0	11,132
Equipment, net	3,138	598
Trademarks	1,680	1,680
Intangibles	80,592,852	0
ROU Asset	585,390	0
Security Deposit	60,000	0
Total other assets	81,243,060	13,410
Total Assets	82,763,415	181,886
Current liabilities:
Accounts payable	101,593	41,874
Accrued expenses	12,514	2,056
Acquisition payments due to Ingenius, current portion	28,500,000	0
Related party payable	0	64,600
Lease liability, current portion	189,527	0
Note payable, current portion	10,000	160,000
Dividends payable	462,654	138,195
Total current liabilities	29,276,288	406,725
Long term liabilities:
Lease liability	400,504	0
Acquisition payments due to Ingenius	11,000,000	0
Total long term liabilities	11,400,504	0
Total liabilities	40,676,792	406,725
Stockholders' equity (deficiency):
Common stock, $0.001 par value; 200,000,000 shares authorized; 20,020,239 and 188,616 shares issued and outstanding as of February 28, 2022 and August 31, 2021, respectively	20,020	188
Additional paid in capital	47,375,512	2,745,906
Accumulated deficit	(5,316,993)	(2,973,628)
Total stockholders' equity (deficiency)	42,086,623	(224,839)
Total Liabilities and Stockholders' equity	82,763,415	181,886
Preferred stock Series A [Member]
Stockholders' equity (deficiency):
Preferred stock value	0	0
Preferred stock Series B [Member]
Stockholders' equity (deficiency):
Preferred stock value	2,695	2,695
Series B-1 Preferred Stock [Member]
Stockholders' equity (deficiency):
Preferred stock value	$ 5,389	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2022	Aug. 31, 2021
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	20,020,239	188,616
Common stock, shares outstanding	20,020,239	188,616
Series B1 Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,389,028	5,389,028
Preferred stock, shares issued	5,389,028	0
Preferred stock, shares outstanding	5,389,028	0
Preferred stock Series A [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,305,486	22,305,486
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock Series B [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,695,514	2,695,514
Preferred stock, shares issued	2,695,514	2,694,514
Preferred stock, shares outstanding	2,695,514	2,694,514

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 0	$ 0	$ 0	$ 3,080
Cost of Revenue	0	0	0	1,421
Gross margin	0	0	0	1,659
Operating expenses:
Advertising	51	156	207	365
Consulting fees	103,850	15,375	242,180	30,375
General and administrative	18,200	10,675	30,664	22,682
Professional fees	298,292	30,068	407,223	61,689
Salaries	478,921	0	580,112	0
Stock compensation expense	0	0	0	0
Depreciation and amortization expense	883,048	0	883,048	0
Total operating expenses	1,782,362	56,274	2,143,434	115,111
Net operating income (loss)	(1,782,362)	(56,274)	(2,143,434)	(113,452)
Other (income) expense:
Interest expense	10,330	40,136	15,469	76,886
Interest income	(13,638)	(21,018)	(13,638)	(48,743)
Impairment expense	0	0	17,598	0
(Gain) loss on change in fair value of derivative liability	0	(665,343)	0	(572,701)
Interest accretion	0	34,088	0	114,599
Gain on extinguishment of debt	0	0	(143,956)	0
Other (income) expense (Noncash)	0	(2,087)	0	(4,174)
Gain (loss) on derivative financial instruments	0	0	0	0
Total Other (income) expense	(3,308)	(614,224)	(124,527)	(434,133)
Net income (loss)	(1,779,054)	557,950	(2,018,907)	320,681
Preferred Dividends	(87,571)	0	(324,458)	0
Net income (loss) available to common shareholders	$ (1,866,625)	$ 557,950	$ (2,343,365)	$ 320,681
Basic income (loss) per share	$ (0.09)	$ 2.97	$ (0.18)	$ 1.71
Weighted average number of common shares outstanding - basic	20,020,239	187,937	12,788,818	187,563

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Series B1 Preferred Stock [Member]	Series A, Preferred Stock	Series B, Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Aug. 30, 2020			8,480,000		187,194
Balance, amount at Aug. 30, 2020	$ (2,678,007)	$ 0	$ 8,480	$ 0	$ 187	$ 1,157,253	$ (3,843,927)
Dividends on preferred stock accrued	(12,575)	0	0	0	0	0	(12,575)
Net loss, period ended November 30, 2020	(237,268)	0	$ 0	0	$ 0	0	(237,268)
Balance, shares at Nov. 30, 2020			8,480,000		60,247,911
Balance, amount at Nov. 30, 2020	(2,927,850)	0	$ 8,480	0	$ 60,247	1,157,253	(4,093,770)
Dividends on preferred stock accrued	(12,575)	0	0	0	0	0	(12,575)
Net loss, period ended November 30, 2020	557,950	0	0	0	$ 0	0	557,950
Adjustment for reverse split, shares					1,422
Adjustment for reverse split, amount	0	0	$ 0	0	$ 1	(1)	0
Balance, shares at Feb. 28, 2021			8,480,000		60,249,333
Balance, amount at Feb. 28, 2021	(2,382,475)	0	$ 8,480	$ 0	$ 60,248	1,157,252	(3,548,395)
Balance, shares at Aug. 31, 2021				2,694,514	188,616
Balance, amount at Aug. 31, 2021	(224,839)	0	0	$ 2,695	$ 188	2,745,906	(2,973,628)
Dividends on preferred stock accrued	(136,887)	0	0	0	0	0	(136,887)
Net loss, period ended November 30, 2020	(239,853)	$ 0	0	0	0	0	(239,853)
Series B-1 preferred stock purchase agreements, shares		5,389,028
Series B-1 preferred stock purchase agreements, amount	4,000,000	$ 5,389	0	0	$ 0	4,000,000	0
Common Stock issued for asset purchase, shares					19,831,623
Common Stock issued for asset purchase, amount	40,654,827	$ 0	0	$ 0	$ 19,832	40,634,995	0
Balance, shares at Nov. 30, 2021		5,389,028		2,694,514	20,020,239
Balance, amount at Nov. 30, 2021	44,053,248	$ 5,389	0	$ 2,695	$ 20,020	47,380,901	(3,350,368)
Balance, shares at Aug. 31, 2021				2,694,514	188,616
Balance, amount at Aug. 31, 2021	(224,839)	$ 0	0	$ 2,695	$ 188	2,745,906	(2,973,628)
Net loss, period ended November 30, 2020	(2,018,907)
Balance, shares at Feb. 28, 2022		5,389,028		2,694,514	20,020,239
Balance, amount at Feb. 28, 2022	42,086,623	$ 5,389	0	$ 2,695	$ 20,020	47,380,901	(5,316,993)
Balance, shares at Nov. 30, 2021		5,389,028		2,694,514	20,020,239
Balance, amount at Nov. 30, 2021	44,053,248	$ 5,389	0	$ 2,695	$ 20,020	47,380,901	(3,350,368)
Dividends on preferred stock accrued	(187,571)	0	0	0	0	0	(187,571)
Net loss, period ended November 30, 2020	(1,779,054)	$ 0	0	$ 0	$ 0	0	(1,779,054)
Balance, shares at Feb. 28, 2022		5,389,028		2,694,514	20,020,239
Balance, amount at Feb. 28, 2022	$ 42,086,623	$ 5,389	$ 0	$ 2,695	$ 20,020	$ 47,380,901	$ (5,316,993)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($)	6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Cash flows from operating activities:
Net income (loss)	$ (2,018,907)	$ 320,681
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	0	816
(Gain) Loss on change in fair value of derivative liability	0	(572,701)
Interest accretion	0	114,599
Amortization of ROU Asset	34,435	0
Amortization of Mioxal Asset	834,975	0
Impairment expense	17,598	0
Gain on extinguishment of debt	(143,956)	0
Realized income on investment	0	(4,174)
Changes in operating assets and liabilities:
Other receivable	(179,770)	0
Inventory	0	1,000
Prepaid expenses	(76,300)	7,945
Notes receivable	0	71,771
Accounts payable	(387,986)	79,345
Related party payable	(64,600)	(11,869)
Accrued expenses	10,458	0
Net cash provided by (used in) operating activities	(1,974,053)	7,413
Cash flows from investing activities:
Purchase of equipment	(3,138)	0
Cash paid for asset purchase	(350,000)	0
Notes receivable investment	(500,000)	0
Net cash used in investing activities	(853,138)	0
Cash flows from financing activities
Proceeds from Series B-1 preferred stock purchase agreements	4,000,000	0
Net cash provided by financing activities	4,000,000	0
Net increase (decrease) in cash	1,172,809	7,413
Cash - beginning of the period	137,476	17,881
Cash - end of the period	1,310,285	25,294
Supplemental disclosures:
Interest paid	10,207	0
Non-cash transactions:
Preferred stock dividends accrued	324,458	25,150
Right of Use Asset and Lease liability recognition at inception	619,825
Common Stock issued for asset purchase	$ 40,654,827	$ 0

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Feb. 28, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Gridiron Bionutrients, Inc. (the “Company”) 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. Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron Bionutrients, Inc. (trading symbol GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT). The Company is currently developing products using five proprietary preclinical prodrugs, all fully synthetic without connection to botanical sourcing: a mushroom-derived psychedelic molecule for treatment post-traumatic stress disorder and depression, a novel cannabinoid for treatment of addiction and three additional novel cannabinoid prodrugs addressing clinical indications of refractory epilepsy, burn wounds and uveitis. The Company also owns a patented nutraceutical complex specially designed and formulated to contribute and help maintain normal energy metabolism, improve mood and reduce fatigue for those suffering from fibromyalgia and chronic fatigue syndrome. The Company has elected an August 31 st On December 22, 2020, the Company filed Articles of Amendment to its Articles of Incorporation, as amended, which were effective on January 8, 2021 (the “Effective Date”), which effected a three hundred eight for one (308:1) reverse stock split of its outstanding common stock. Previously, on December 4, 2020 the Company filed a definitive Information Statement on Schedule 14C with the SEC notifying its stockholders that on December 2, 2020, the holders of a majority of its outstanding shares of common stock and the shares Series A Convertible Preferred Stock who were entitled to consent to the action, voting as a single class, executed a written consent in lieu of a special meeting of stockholders approving a reverse stock split of the Company’s outstanding common stock of not less than 300:1 and not more than 310:1, with the Company’s Board of Directors having the discretion as to when such reverse stock split would be effected (on or prior to December 2, 2021) and the exact ratio of the reverse stock split to be set at a whole number within the above range as determined by the board of directors in its sole discretion. On December 17, 2020, in accordance with such authority, the Board of Directors fixed the exact ratio of the reverse stock split. Change in Control On November 5, 2021, the Company completed the asset acquisition of ST BioSciences, Ltd., consisting substantially of intellectual property assets, relating to Mioxal® as discussed in Note 3 – Asset Acquisition. 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 no revenue and a net operating loss of $2,143,434 for the six months ended February 28, 2022. The Company has working capital deficit of $27,755,933 and an accumulated deficit of $5,316,993 as of February 28, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months after the issuance of this financial statement. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The ability of the Company to fully commence its operations is dependent upon, among other things, obtaining additional financing to continue operations, and execution of its business plan. In response to these concerns, 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. There can be no assurance that management’s plan will be successful.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of accounting policies for Innovation1 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. Principals of Consolidation The consolidated financial statements represent the results of Innovation1 Biotech, 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. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results. 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 and cash equivalents 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 $1,310,285 and $137,476 of cash as of February 28, 2022 and August 31, 2021, respectively. The Company did not have any cash equivalents as of February 28, 2022 and August 31, 2021. Concentration of Credit Risk The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of February 28, 2022, the Company’s cash balance exceeded FDIC coverage. As of August 31, 2021, the Company’s cash balance did not exceed FDIC coverage. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts 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. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10 as of February 28, 2022 and August 31, 2021. 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. The Company evaluated the accounts and other receivable and determined no collection loss reserve was necessary. There were $-0- accounts receivable as of February 28, 2022 and August 31, 2021, respectively. Other receivable During the six months ended February 28, 2022, the Company discovered duplicate withdrawals from its payroll processing company and has recorded an other receivable on its condensed consolidated balance sheet at February 28, 2022. There were $179,770 and $-0- outstanding other receivable as of February 28, 2022 and August 31, 2021, respectively. Inventories Inventories consist of raw materials and T-free distillate 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 impairment expense in the accompanying statement of operations. The Company wrote-off $-0- of obsolete inventory or inventory below market value for the for the three months ended February 28, 2022 and 2021, respectively, and $17,000 and $-0- for the six months ended February 28, 2022 and 2021, respectively. Trademark Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. The trademarks are deemed to have an indefinite life and are reviewed for impairment loss considerations annually. As of February 28, 2022 and August 31, 2021, the Company had trademarks totaling $1,680. 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 and other equipment 3 years Vehicle 5 years With the asset acquisition as discussed in Note 3 – Asset Acquisition Leases Operating lease right of use (“ROU”) assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses and incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2022 and August 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. The Series B and Series B1 Convertible Preferred shares would convert to 8,083,542 shares of the Company’s common stock in addition to the 20,020,239 outstanding shares at February 28, 2022. The Company calculates diluted earnings per share by dividing the Company’s net income available to common shareholders less preferred dividends by the diluted weighted average number of shares outstanding during the period. The conversion of the Company’s Series B and Series B1 Convertible Preferred shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s operating losses for the three and six months ended February 28, 2022 and 2021. Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising costs totaling $51 and $156 during the three months ended February 28, 2022 and 2021, respectively, and $207 and $365 during the six months ended February 28, 2022 and 2021 respectively. Stock-Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. There was $-0- stock-based compensation during three and six months ended February 28, 2022 and 2021. Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20 the related parties include (a) affiliates of the Company; (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 ASC 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 Company; (e) management of the Company; (f) other parties with which the Company 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. Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity As of February 28, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of February 28, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events

ASSET ACQUISITION

ASSET ACQUISITION	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3 - ASSET ACQUISITION	NOTE 3 – ASSET ACQUISITION On October 27, 2021, the Company entered into an asset acquisition agreement with ST BioSciences, Ltd., a company organized under the laws of England and Wales (“STB”), of certain Transferred Assets, consisting substantially of their intellectual property relating to Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes and minerals. The Company acquired certain intellectual property, and patent rights, and no tangible assets, as well as the liabilities being acquired was related to the acquisition of Mioxal by STB, as discussed below, and some outstanding employee payments. The acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 5, 2021. As consideration for the acquisition, the Company paid $850,000 in cash and issued 19,831,623 shares of Common Stock to STB valued at $40,654,827 or $2.05 per share based on the closing market price on November 5, 2021, which at the closing of the acquisition represented approximately 70% of the Company’s outstanding shares of Common Stock on a fully diluted basis, for an aggregate purchase price of $41,504,827, resulting in a change in control of the Company. The shares were issued to a director of the Company and former director of STB who joined the Company in December 2021. The Mioxal® intellectual property, including the patent rights, was acquired by STB from Ingenius Biotech S.L, a Spanish corporation (“Ingenius”) on September 10, 2021. The Ingenius milestone and stock payments set forth in the Purchase Agreement between Ingenius and STB, were assumed by the Company in aggregate of $39,500,000 and are recorded in current and long-term liabilities in the accompanying consolidated balance sheets. Upon meeting the milestones, the first installment of $1,500,000 was due on January 15, 2022, the second installment of $1,500,000 on April 15, 2022 and $3,500,000 thereafter for each milestone event for an aggregate of $24,500,000 to be paid in cash. The milestone being a signed sales agreement with a third party to distribute Mioxal throughout Europe. In addition, the remaining $15,000,000 will be paid through the issuance of the Company’s common stock. Ingenius is to receive three tranches of the Company’s common stock beginning twelve months from execution of agreement with STB on September 10, 2021, as follows: · On September 10, 2022 - $4,000,000 · On September 10, 2023 - $5,000,000 · On September 10, 2024 - $6,000,000 · Total stock to be issued - $15,000,000 In addition, until the $39,500,000 is paid in cash and the Company’s common stock, Ingenius will earn an 8% royalty on all sales generated by Mioxal®. On January 13, 2022, the Company entered into Amendment No. 1 to Purchase Agreement with Ingenius Biotech S.L. to modify the terms of the agreement dated September 10, 2021. Under the amended agreement, the first installment of $1,500,000 is now due on June 30, 2022 and the second installment is now due on December 31, 2022. The assets and liabilities assumed have been valuated at the fair values as follows: Mioxal® 81,249,827 Other intangible assets 178,000 Less liabilities assumed: Mioxal® liability assumed 39,500,000 Other liabilities assumed 423,000 Net value acquired in asset acquisition 41,504,827 The Mioxal® asset has a 24-year life and will be tested for impairment on an annual basis. During the three and six months ended February 28, 2022, amortization of $846,494 was expensed. The other intangible assets for $178,000 have a 21-year life. During the three and six months ended February 28, 2022, amortization of $2,119 was expensed.

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT	6 Months Ended
	Feb. 28, 2022
EXCHANGE AGREEMENT
NOTE 4 - EXCHANGE AGREEMENT	NOTE 4 – EXCHANGE AGREEMENT On April 9, 2021 Company entered into an Exchange Agreement with Calvary Fund Management, LLC (“Calvary”) pursuant to which it agreed to issue Calvary 2,694,514 shares of its newly designated Series B Convertible Preferred Stock (the “Series B Preferred”) in exchange (the “Exchange”) for (i) 8,480,000 shares of its Series A Convertible Preferred Stock (the “Series A Preferred”), (ii) outstanding common stock purchase warrants (the “Warrants”), and (iii) all principal and accrued interest due under outstanding convertible promissory notes held by Calvary (the “Convertible Notes”, and together with the Series A Preferred and the Warrants, the “Calvary Securities”). The closing of the Exchange (the “Closing”) occurred following the satisfaction or waiver of the conditions set forth in the Exchange Agreement. On the Closing date, subject to the terms and conditions of the Exchange Agreement, the Company issued the Series B Preferred to Calvary in exchange for the Calvary Securities (which will be cancelled and retired) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on exemptions provided pursuant to Section 3(a)(9) of the Securities Act. The Series B Preferred Designations designated 2,694,514 shares of the Company’s blank check preferred stock as Series B Preferred Stock. In addition to rights granted to holders of Series B Preferred Stock under the Nevada Revised Statues, each holder will be entitled to the whole number of votes equal to the number of shares of common stock into which such holder’s Series B Preferred Stock would be convertible on the record date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of the common stock. Once issued, the shares of Series B Preferred Stock are transferrable by the holder in the holder’s sole option without the consent of the Company, subject to compliance with Section 5 of the Securities Act. The Series B Preferred Stock will rank senior to all other classes of the Company’s capital stock and has a stated value of $1.30 per share (the “Stated Value”). Subject only to the liquidation rights of the holders of Series B Preferred Stock that is then currently issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series B Preferred Stock is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of common stock on an as-converted to common stock basis. From and after the Closing date, cumulative dividends on each share of Series B Preferred Stock will accrue, on a quarterly basis in arrears, at the rate of 10% per annum on the Stated Value, plus all dividends, whether declared or not, on such share of Series B Preferred Stock (the “Additional Amount”) thereon. All accrued dividends on each share of Series B Preferred Stock are to be paid upon conversion of the Series B Preferred Stock for which the applicable dividend is due. At the option of the Company dividends may be paid in cash or shares of common stock. Each holder of Series B Preferred Stock will also be entitled to receive dividends or distributions on each share of Series B Preferred Stock on an “as converted” into common stock basis when and if dividends are declared on the common stock by the Company’s Board of Directors. Dividends may be paid in cash or property, as determined by the Board of Directors. Subject to the beneficial ownership limitations described below, at any time after the Closing date, each share of Series B Preferred Stock will be convertible at the holder’s option into validly issued, fully paid and non-assessable shares of common stock at a conversion rate (the “Conversion Rate”) determined by dividing the Conversion Amount of such share of Series B Preferred Stock by the conversion price, which is (i) $1.30 or (ii) 75% of the price paid per share by investors in any subsequent offering of the Company’s common stock or common stock equivalents, subject to adjustment as provided herein, subject to adjustment as set forth below (the “Conversion Price”). The Conversion Amount is defined as the Stated Value plus the Additional Amount and any accrued and unpaid late charges with respect to such Stated Value and Additional Amount as of such date of determination. In addition, the shares of Series B Preferred Stock will be convertible at the holder’s option at the Conversion Price any time during the period commencing on the date of the occurrence of a Triggering Event (as defined in the Series B Preferred Designations). A holder of Series B Preferred Stock will not be able to convert the shares into shares of common stock to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of the Company’s then outstanding shares of our common stock following such exercise or conversion, subject to a waiver by the holder upon 61 days’ prior notice to the Company. The Conversion Price and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock will be subject to pro-rata adjustment for stock splits, dividends and similar corporate events. In addition, if on or after April 9, 2021, the execution date of the Exchange Agreement, the Company issues or sells, or is deemed to have issued or sold, any shares of common stock, excluding certain specified excluded securities for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale, then, immediately after such dilutive issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. The Series B Preferred Designations or any provision hereof (other than the beneficial ownership limitation set forth above) may be modified or amended or the provisions hereof waived with the written consent of the Company and either (i) the holders of a majority of the Series B Preferred Stock then currently outstanding, which must include Cavalry as long as Cavalry (or any of its affiliates) owns at least 5% of the Series B Preferred Stock issued pursuant to the Exchange Agreement, or (ii) Cavalry as long as Cavalry (or any of its affiliates) owns at least 5% of the Series B Preferred Stock issued pursuant to the Exchange Agreement. On April 15, 2021, the date of the exchange, the Company exchanged 2,694,514 shares of the Company’s Series B Preferred Stock for the principal and interest on four convertible notes payable for $1,477,437, dividends payable on the Series A preferred stock of $105,432 and the Series A preferred stock for $1,006,000 for an aggregate of $2,588,869.

EQUITY INVESTMENT

EQUITY INVESTMENT	6 Months Ended
	Feb. 28, 2022
EXCHANGE AGREEMENT
NOTE 5 - EQUITY INVESTMENT	NOTE 5 – EQUITY INVESTMENT On April 27, 2020, under the Libertas Participation Agreement, the Company received 45,053 Warrants of QSI Holding Company, a private company, (“QSI Warrants”) to purchase common stock priced at $3.111 per share for common stock par value $0.00001 expiring the 7th anniversary after the issue date. Upon issuance, the Company valued the warrants using the Black Scholes model yielding a total value of $58,443. The Company used the following assumptions upon measurement: QSI Holding Company value per common share of $3.4520, a life of 7 years, an exercise price of $3.111, a risk-free rate of 0.56% and volatility of 32%. In addition, the Company recorded a discount of $58,443 and will record income over the 7-year life of the warrants. On November 8, 2021, the Company entered into a Warrant Assignment Agreement to assign the QSI Warrants issued on April 29, 2020 from QSI Holding Company, Inc. (“QSI”), to Calvary Fund 1 LP (“Calvary”). In consideration of the assignment of the Warrant, Calvary forgave the Company from the principal and interest owing under the Calvary $150,000 promissory note dated August 30, 2021 (See Note 4 Exchange Agreement

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Feb. 28, 2022
NOTES PAYABLE
NOTE 6 - NOTES PAYABLE	NOTE 6 – NOTES PAYABLE Short-Term Notes Payable On September 14, 2017, the Company issued a $10,000 promissory note to a limited liability company. The loan bears interest at 5% and has a maturity date of September 15, 2018. The unpaid balance including accrued interest was $12,230 and $11,730 at February 28, 2022 and 2021, respectively. The Company is in default with the repayment terms of the note. Interest of $123 was expensed during the three months ended February 28, 2022 and 2021. Interest of $248 was expensed during the six months ended February 28, 2022 and 2021. On August 30, 2021, the Company issued a $150,000 promissory note to Calvary. The loan bears interest at 18% and has a maturity date of August 30, 2022. On November 8, 2021, the Company entered into a Warrant Assignment Agreement to assign the QSI Holding Company, Inc. (“QSI”) Warrants issued on April 29, 2020 from QSI to the Company, to Calvary. In consideration of the assignment of the Warrant, Calvary forgave the Company from the principal and interest owing under the Calvary $150,000 promissory note dated August 30, 2021 to fully satisfy the principal and interest owed under the promissory note. The unpaid principal and interest on the date of the assignment of the Warrant to Calvary was $155,088. Investments were reduced by $11,132 and the Company recorded a gain on debt extinguishment of $143,956 in the accompanying consolidated statement of operations. The unpaid balance including accrued interest was $-0- and $150,074 at February 28, 2022 and August 31, 2021, respectively. Convertible Notes Payable As discussed on Note 4 – Exchange Agreement On August 27, 2019, the Company signed a convertible promissory note with an investor. The $30,000 note was issued with an original issue discount of $3,000 and bears interest at 10% per year. The note principal and interest are convertible into shares of common stock at a 25% discount to the lowest traded price of the Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company. The note matured on February 27, 2020. The note has a prepayment penalty of 110% of the principal and interest outstanding if repaid before 180 days from issuance. After February 27, 2020, the payment premium increases to 125% of the principal and interest outstanding and if in default, the payment premium increases to 140% of the principal and interest outstanding. The original issue discount is amortized through the term of the note. On November 25, 2019, the Company signed a convertible promissory note with an investor. The $140,000 note was issued with an original issue discount of $14,000 and bears interest at 10% per year. The note principal and interest are convertible into shares of common stock at a 35% discount to the lowest traded price of the Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company. The note matured on May 25, 2020. The note has a prepayment penalty of 110% of the principal and interest outstanding if repaid before 180 days from issuance. If in default, the payment premium increases to 140% of the principal and interest outstanding. The original issue discount is amortized through the term of the note. On January 27, 2020, the Company signed a convertible promissory note with an investor. The $555,000 note was issued with an original issue discount of $55,500 and bears interest at 10% per year. The note principal and interest are convertible into shares of common stock at a 35% discount to the lowest traded price of the Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company. The note matured on July 27, 2020. The note has a prepayment penalty of 115% of the principal and interest outstanding if repaid more than 30 days after note issuance. If in default, the payment premium increases to 140% of the principal and interest outstanding. The original issue discount is amortized through the term of the note. On April 27, 2020, the Company signed a convertible promissory note with an investor. The $259,615 note was issued with an original issue discount of $57,115 and bears interest at -0-% per year. The Company recorded the self-amortizing convertible promissory note using the effective interest rate method to calculate the loan payable at $202,500 and accrued interest at $57,115. The note requires nine equal payments due starting June 15, 2020 for $28,846. In the event the Company fails to make the $28,846 installment payment by the 15th day of each designated month and/or fails to cure any missed installment payment within five (5) calendars days following the due date, or the Company defaults, the defaulted amount owed shall be 130% of the total outstanding balance owed by the Company. The default interest rate for missing an installment payment shall be 18% and the conversion into common stock shall be at a price of $0.02 per common stock. The note principal and interest are convertible into shares of common stock at the lower of $0.02 per share or a 35% discount to the lowest traded price of the Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company. The note matured on February 21, 2021. The Company made the first payment on June 15, 2020 for $28,846 and a partial payment of $10,000 on July 15, 2020. The original issue discount is amortized through the term of the note. The conversion features meet the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). See Note 11 - Derivative Liability

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Feb. 28, 2022
RELATED PARTY TRANSACTIONS
NOTE 7 - RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS As of February 28, 2022, and August 31, 2021, the Company owed $-0- and $64,600, respectively to our former President and Director. The balance due is recorded as related party payable in the accompanying consolidated balance sheets.

LEASE LIABILITY

LEASE LIABILITY	6 Months Ended
	Feb. 28, 2022
RELATED PARTY TRANSACTIONS
NOTE 8 - LEASE LIABILITY	NOTE 8 – LEASE LIABILITY On January 1, 2022, we adopted ASC Topic 842 – Leases. Under this new guidance, lessees are required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases. Upon adoption, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $619,825. Lessee accounting We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonable certain to be exercised, the lease term is for the majority of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Under the guidance of ASC 842, operating leases are included in right-of-use assets, current lease liabilities, and noncurrent lease liabilities on our balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease extensions Many leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring. Operating leases On January 1, 2022, the Company entered into an operating lease for office space. The lease is effective for 3 years from the commencement date with automatic renewal at the expiration date. The lease agreement may be terminated earlier upon ninety days’ prior written notice by either party. The lease requires adjustment upon renewal with an increase to the monthly rent by 10% of the monthly rent due for the month preceding such renewal date or market rate, whichever is the greater amount. The following table summarizes balance sheet data related to leases at February 28, 2022 and August 31, 2021: February 28, 2022 August 31, 2021 Assets Operating lease right of use assets $ 619,825 $ - Less accumulated depreciation (34,435 ) - Total operating lease right of use assets $ 585,390 $ - Liabilities Operating lease liability, current 189,527 - Operating lease liability, noncurrent 400,504 - Total lease liabilities 590,031 - Operating lease liability is presented net of lease payments. The Company is required to make monthly payments of $20,000. During the six months ended February 28, 2022, the Company paid $29,793 towards the lease liability and $10,207 in interest expense.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	6 Months Ended
	Feb. 28, 2022
STOCKHOLDERS EQUITY
NOTE 9 - STOCKHOLDERS EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY Dividends During the year ended August 31, 2018, the Company issued Series A Convertible Preferred Stock, which accrues dividends at a rate of 5% annually. As discussed on Note 4 – Exchange Agreement Preferred Stock There were -0- of Series A Convertible Preferred Stock issued and outstanding as of February 28, 2022 and August 31, 2021. As discussed on Note 4 – Exchange Agreement On September 7, 2021, the Company consummated the initial tranche of its $2 million financing contemplated by that certain Series B-1 Purchase Agreement between the Company and an investor pursuant to which the Company agreed to issue and sell the investor up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0.742245 (or $2,000,000 in the aggregate). At the initial closing, the Company issued 673,628 shares of Series B-1 Preferred to the investor and received $500,000 in gross proceeds. On October 28, 2021, the Company consummated the second tranche of the Series B-1 Preferred Stock investment, issuing an additional 673,628 shares of its Series B-1 Preferred Stock to the investor at a price per share of $0.742245 or $500,000.00 in the aggregate. On November 9, 2021, the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256 shares of its Series B-1 Preferred Stock to the investor a price per share of $0.742245 or $1,000,000.00 in the aggregate. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital. On November 24, 2021, the Company entered into, and consummated the financing contemplated by, that certain Series B-1 Purchase Agreement between the Company and an investor, pursuant to which the Company issued and sold to the investor 2,694,514 shares of its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital. There were 8,083,542 and 2,694,514 shares of Series B and Series B-1 Convertible Preferred Stock issued and outstanding as of February 28, 2022 and August 31, 2021, respectively. Common Stock On January 8, 2021, a 308-to-1 reverse stock split was declared effective. In accordance with the terms of all such instruments, the conversion ratio of the Company’s outstanding Series A Convertible Preferred Stock and its various convertible promissory notes, together with the exercise price of its outstanding warrants, were proportionally adjusted to give effect to the reverse stock split. The Company is authorized to issue up to 200,000,000 shares of $0.001 par value common stock. As discussed in Note 3 – Asset Acquisition, There were 20,020,239 and 188,616 common shares issued and outstanding as of February 28, 2022 and August 31, 2021, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Feb. 28, 2022
COMMITMENTS AND CONTINGENCIES
NOTE 10 - COMMITMENTS AND CONTINGENCIES	NOTE 10 – 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. In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Specifically, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. To date, COVID has directly impacted the ability we have to participate in trade show events and other in-person marketing. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory to customers. Further, such risks could also adversely affect retail customers’ financial condition, resulting in reduced spending on premium products.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	6 Months Ended
	Feb. 28, 2022
DERIVATIVE LIABILITY
NOTE 11 - DERIVATIVE LIABILITY	NOTE 11 – DERIVATIVE LIABILITY As of February 28, 2022 and August 31, 2021, the Company had no derivative liability in the accompanying consolidated balance sheet, and (gain) loss on change in fair value of the derivative liability of $-0- and $(665,343) for the three months ended February 28, 2022 and 2021, respectively, and $-0- and ($572,701) for the six months ended February 28, 2022 and 2021, respectively, in the accompanying consolidated statement of operations. In addition, the Company amortized $-0- and $34,088 to interest accretion during the three months ended February 28, 2022 and 2021, respectively, and $-0- and $114,599 to interest accretion during the six months ended February 28, 2022 and 2021, respectively, in the accompanying consolidated statement of operations for the preferred stock warrants and derivative convertible notes payable.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Feb. 28, 2022
SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS On April 1, 2022 Mr. Jason Frankovich resigned from the Board of Directors effective March 31, 2022. Effective April 1, 2022 Mr. Patrick Morris has been appointed by the Board to replace Mr. Frankovich as a director.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	This summary of accounting policies for Innovation1 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.
Principals of Consolidation	The consolidated financial statements represent the results of Innovation1 Biotech, 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.
Reclassifications	Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results.
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 and cash equivalents	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 $1,310,285 and $137,476 of cash as of February 28, 2022 and August 31, 2021, respectively. The Company did not have any cash equivalents as of February 28, 2022 and August 31, 2021.
Concentration of Credit Risk	The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of February 28, 2022, the Company’s cash balance exceeded FDIC coverage. As of August 31, 2021, the Company’s cash balance did not exceed FDIC coverage. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.
Revenue Recognition	Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
Fair Value of Financial Instruments	Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts 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. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10 as of February 28, 2022 and August 31, 2021.
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. The Company evaluated the accounts and other receivable and determined no collection loss reserve was necessary. There were $-0- accounts receivable as of February 28, 2022 and August 31, 2021, respectively.
Other receivable	During the six months ended February 28, 2022, the Company discovered duplicate withdrawals from its payroll processing company and has recorded an other receivable on its condensed consolidated balance sheet at February 28, 2022. There were $179,770 and $-0- outstanding other receivable as of February 28, 2022 and August 31, 2021, respectively.
Inventories	Inventories consist of raw materials and T-free distillate 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 impairment expense in the accompanying statement of operations. The Company wrote-off $-0- of obsolete inventory or inventory below market value for the for the three months ended February 28, 2022 and 2021, respectively, and $17,000 and $-0- for the six months ended February 28, 2022 and 2021, respectively.
Trademark	Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. The trademarks are deemed to have an indefinite life and are reviewed for impairment loss considerations annually. As of February 28, 2022 and August 31, 2021, the Company had trademarks totaling $1,680.
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 and other equipment 3 years Vehicle 5 years With the asset acquisition as discussed in Note 3 – Asset Acquisition
Leases	Operating lease right of use (“ROU”) assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses and incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.
Income Taxes	The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2022 and August 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
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. The Series B and Series B1 Convertible Preferred shares would convert to 8,083,542 shares of the Company’s common stock in addition to the 20,020,239 outstanding shares at February 28, 2022. The Company calculates diluted earnings per share by dividing the Company’s net income available to common shareholders less preferred dividends by the diluted weighted average number of shares outstanding during the period. The conversion of the Company’s Series B and Series B1 Convertible Preferred shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s operating losses for the three and six months ended February 28, 2022 and 2021.
Advertising Costs	The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising costs totaling $51 and $156 during the three months ended February 28, 2022 and 2021, respectively, and $207 and $365 during the six months ended February 28, 2022 and 2021 respectively.
Stock-Based Compensation	The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. There was $-0- stock-based compensation during three and six months ended February 28, 2022 and 2021.
Related Parties	The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20 the related parties include (a) affiliates of the Company; (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 ASC 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 Company; (e) management of the Company; (f) other parties with which the Company 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.
Recently Issued Accounting Standards	In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06 , Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity As of February 28, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.
Management's Evaluation of Subsequent Events	The Company evaluates events that have occurred after the balance sheet date of February 28, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Property, Plant and Equipment, estimated useful lives	Estimated Useful Lives Computer and other equipment 3 years Vehicle 5 years

ASSET ACQUISITION (Tables)

ASSET ACQUISITION (Tables)	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sechdule of Fair Value of assets and liabilities	Mioxal® 81,249,827 Other intangible assets 178,000 Less liabilities assumed: Mioxal® liability assumed 39,500,000 Other liabilities assumed 423,000 Net value acquired in asset acquisition 41,504,827

LEASE LIABILITY (Tables)

LEASE LIABILITY (Tables)	6 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of balance sheet data related to leases	February 28, 2022 August 31, 2021 Assets Operating lease right of use assets $ 619,825 $ - Less accumulated depreciation (34,435 ) - Total operating lease right of use assets $ 585,390 $ - Liabilities Operating lease liability, current 189,527 - Operating lease liability, noncurrent 400,504 - Total lease liabilities 590,031 -

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS
Net operating income (loss)	$ (1,782,362)	$ (56,274)	$ (2,143,434)	$ (113,452)
Accumulated deficit	5,316,993		5,316,993		$ 2,973,628
Working capital deficit	27,755,933		27,755,933
Revenue	$ 0	$ 0	$ 0	$ 3,080

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Feb. 28, 2022
Computer and other equipment [Member]
Property and equipment, estimated useful life	3 years
Vehicles [Member]
Property and equipment, estimated useful life	5 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2021	Aug. 31, 2020
Obsolete Inventory, written off	$ 0	$ 0	$ 17,000	$ 0
Cash equivalents	0		0		$ 0
Cash FDIC insured amount	250,000		250,000
Account receivable	0		0		0
Other receivable	179,770		179,770		0
Cash	1,310,285	25,294	1,310,285	25,294	137,476	$ 17,881
Depreciation	0	387	0	816
Advertising costs	$ 51	156	$ 207	365
Common stock shares outstanding	20,020,239		20,020,239
Stock based compensation	$ 0	$ 0	$ 0	$ 0
Trademarks	$ 1,680		$ 1,680		$ 1,680
Preferred stock Series B [Member]
Common stock issued upon conversion of preferred stock	8,083,542

ASSET ACQUISITION (Details)

ASSET ACQUISITION (Details)	Jan. 13, 2022USD ($)
ASSET ACQUISITION (Details)
Mioxal?	$ 81,249,827
Other intangible assets	178,000
Less liabilities assumed
Mioxal? liability assumed	39,500,000
Other liabilities assumed	423,000
Net fair value acquired in asset acquisition	$ 41,504,827

ASSET ACQUISITION (Details Narr

ASSET ACQUISITION (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Oct. 27, 2021	Feb. 28, 2022	Feb. 28, 2022	Aug. 31, 2021
Interest on royalty,percentage	8.00%
Amortization costs		$ 2,119	$ 2,119
Cash consideration paid	$ 39,500,000
Amount received	15,000,000
Common stock value per share		$ 0.001	$ 0.001	$ 0.001
Common stock value		$ 20,020	$ 20,020	$ 188
Common stock shares issued		20,020,239	20,020,239	188,616
Mioxal [Member]
Amortization costs		$ 846,494	$ 846,494
Intangible assets			$ 178,000
Useful life asset			24 years
S T Bio Sciences Ltd
Cash consideration paid	$ 850,000
Common stock value per share	$ 2.05
Common stock value	$ 40,654,827
Common Stock fully diluted aggregate fair value	$ 41,504,827
Common stock shares issued	19,831,623
S T Bio Sciences Ltd | Tranche One [Member]
Amount received	$ 4,000,000
S T Bio Sciences Ltd | Tranche Two [Member]
Amount received	5,000,000
S T Bio Sciences Ltd | Tranche Three [Member] | September 10, 2024 [Member]
Amount received	6,000,000
Ingenius Biotech [Member]
Current and long-term liabilities	39,500,000
Ingenius Biotech [Member] | January 15, 2022 [Member]
Asset acquisition first installment	1,500,000
Asset acquisition thereafter	3,500,000
Asset acquisition aggregate amount	24,500,000
Ramaining amount	15,000,000
Ingenius Biotech [Member] | April 15, 2022 [Member]
Asset acquisition second installment	$ 1,500,000

EXCHANGE AGREEMENT (Details Nar

EXCHANGE AGREEMENT (Details Narrative) - USD ($)	3 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Apr. 15, 2021	Apr. 09, 2021
Dividend payable, total	$ 462,654		$ 138,195
Calvary Fund Management, LLC [Member]
Interest on notes payable				$ 1,477,437
Total Designated Shares				2,694,514
Series A Convertible Preferred Shares [Member]
Dividend payable, total				$ 105,432
Agreements				2,588,869
Preferred stock aggregate value				$ 1,006,000
Series B Convertible Preferred Stock [Member] | Calvary Fund Management, LLC [Member]
Preffered stock, Ownership percentage	5.00%
Series B Convertible Preferred Shares [Member]
Total Designated Shares	2,694,514				2,694,514
Stated value per share	$ 1.30
Rate of interest	10.00%
Debt instrument conversion price description	conversion price, which is (i) $1.30 or (ii) 75% of the price paid per share by investors in any subsequent offering of the Company’s common stock or common stock equivalents, subject to adjustment as provided herein, subject to adjustment as set forth below (the “Conversion Price”)
Description of shares exchange agreement		to which it agreed to issue Calvary 2,694,514 shares of its newly designated Series B Convertible Preferred Stock (the “Series B Preferred”) in exchange (the “Exchange”) for (i) 8,480,000 shares of its Series A Convertible Preferred Stock (the “Series A Preferred”), (ii) outstanding common stock purchase warrants (the “Warrants”), and (iii) all principal and accrued interest due under outstanding convertible promissory notes held by Calvary (the “Convertible Notes”, and together with the Series A Preferred and the Warrants, the “Calvary Securities”)
Percentage of stock converted	4.99%

EQUITY INVESTMENT (Details Narr

EQUITY INVESTMENT (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 27, 2020	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2021	Aug. 30, 2021
Stock price		$ 0.001		$ 0.001
QSI Holding Company [Member]
Stock price	$ 3.111
Common stock, par value	$ 0.00001
Warrants outstanding	$ 58,443
Per share value common share	$ 3.4520
Warrant estmated usful life	7 years
Proceed from warrants	$ 45,053
Warrant excercise price	$ 3.111
Warrant risk free interest rate	0.56%
Warrant volatility rate	32.00%
Discount on warrants	$ 58,443
Life of Warrants	7 years
Promissory note							$ 150,000
Equity investment		$ 0		$ 0		$ 11,132
Other income		$ 0	$ 2,087	$ 0	$ 4,174

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

Sep. 14, 2017

Jun. 15, 2020

Apr. 27, 2020

Jan. 27, 2020

Nov. 25, 2019

Aug. 27, 2019

Feb. 28, 2022

Feb. 28, 2021

Feb. 28, 2022

Feb. 28, 2021

Nov. 08, 2021

Aug. 31, 2021

Gain on debt extinguishment

$ 0

$ 0

$ 143,956

$ 0

Short-Term Debts [Member]

Debt instrument, maturity date

Sep. 15, 2018

Promisory notes payable

$ 10,000

Notes payable, interest rate

5.00%

Accrued interest

12,230

11,730

12,230

11,730

Interest expensed

123

$ 123

$ 248

$ 248

Short-Term Notes Payable 1 [Member]

Debt instrument, maturity date

Aug. 30, 2022

Promisory notes payable

0

$ 0

$ 150,000

Notes payable, interest rate

18.00%

Unpaid accrued interest

0

0

$ 155,088

$ 150,074

Reduced investment

11,132

11,132

Gain on debt extinguishment

$ 143,956

Convertible Promissory Note 1 [Member]

Convertible notes payable

$ 30,000

Debt instrument, discount

$ 3,000

Notes payable description

After February 27, 2020, the payment premium increases to 125% of the principal and interest outstanding and if in default, the payment premium increases to 140% of the principal and interest outstanding.

Debt instrument, interest rate, percentage

10.00%

Debt instrument, payment, description

The note has a prepayment penalty of 110% of the principal and interest outstanding if repaid before 180 days from issuance

Debt Instrument, notice period, Description

Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company

Debt instrument, conversion rate, percentage

25.00%

Installment payment

$ 28,846

Debt instrument, maturity date

Feb. 27, 2020

Partial payment

$ 10,000

$ 10,000

Convertible Promissory Notes 4 [Member]

Convertible notes payable

$ 140,000

Debt instrument, discount

$ 14,000

Notes payable description

If in default, the payment premium increases to 140% of the principal and interest outstanding.

Debt instrument, interest rate, percentage

10.00%

Debt instrument, payment, description

The note has a prepayment penalty of 110% of the principal and interest outstanding if repaid before 180 days from issuance

Debt Instrument, notice period, Description

Company’s common stock during the 10 prior trading days including the day the notice of conversion is received by the Company

Debt instrument, conversion rate, percentage

35.00%

Convertible Promissory Note [Member] | Investor [Member]

Convertible notes payable

$ 259,615

$ 555,000

Debt instrument, payment, description

The note requires nine equal payments due starting June 15, 2020 for $28,846. In the event the Company fails to make the $28,846 installment payment by the 15th day of each designated month and/or fails to cure any missed installment payment within five (5) calendars days following the due date, or the Company defaults, the defaulted amount owed shall be 130% of the total outstanding balance owed by the Company

The note has a prepayment penalty of 115% of the principal and interest outstanding if repaid more than 30 days after note issuance

Installment payment

$ 28,846

Debt instrument, maturity date

Feb. 21, 2021

Debt dafault condition, description

The default interest rate for missing an installment payment shall be 18% and the conversion into common stock shall be at a price of $0.02 per common stock

Loan payable

$ 202,500

Accrued interest

57,115

Debt instrument, discount

$ 57,115

$ 55,500

Debt instrument, interest rate, percentage

0.00%

10.00%

Conversion description

The note principal and interest are convertible into shares of common stock at the lower of $0.02 per share or a 35% discount to the lowest traded price of the Company’s common stock during the 10 prior trading days

Unpaid principle balance

$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Feb. 28, 2022	Aug. 31, 2021
Due to related party	$ 0	$ 64,600
President And Director [Member]
Due to related party	$ 0	$ 64,600

LEASE LIABILITY (Details)

LEASE LIABILITY (Details) - USD ($)	Feb. 28, 2022	Jan. 01, 2022	Aug. 31, 2021
LEASE LIABILITY (Details)
Operating lease right of use assets	$ 619,825		$ 0
Less accumulated depreciation	(34,435)		0
Total operating lease right of use assets	585,390		0
Operating lease liability, current	189,527		0
Operating lease liability, noncurrent	400,504		0
Total lease liabilities	$ 590,031	$ 619,825	$ 0

LEASE LIABILITY (Details Narrat

LEASE LIABILITY (Details Narrative) - USD ($)	6 Months Ended
	Feb. 28, 2022	Jan. 01, 2022	Aug. 31, 2021
LEASE LIABILITY (Details)
Monthly rent	10.00%
Monthly payment	$ 20,000
Amount paid	29,793
interest expenses	10,207
Lease liability	$ 590,031	$ 619,825	$ 0

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	Oct. 28, 2021	Sep. 07, 2021	Aug. 31, 2021
Common stock, par value	$ 0.001		$ 0.001
Common stock, shares authorized	200,000,000		200,000,000				200,000,000
Common stock shares issued	20,020,239		20,020,239				188,616
Common stock, shares outstanding	20,020,239		20,020,239				188,616
Dividends payable	$ 362,654		$ 362,654				$ 138,195
Divident rate ofinterest							10.00%
Aggregate gross proceeds			2,000,000
Proceeds from Other Short-term Debt				$ 40,654,827
Gross Profit	$ 0	$ 0	$ 0	$ 1,659
STB [Member]
Common stock, par value	$ 2.05		$ 2.05
Share issued	19,831,623		19,831,623
Series B-1, Convertible Preferred Stock | L1 Capital [Member]
Share issued					2,694,514
Series B-1, Convertible Preferred Stock | Tranche One [Member]
Common stock, par value						$ 0.742245
Proceeds from Other Short-term Debt			$ 500,000
Share issued						673,628
Series B-1, Convertible Preferred Stock | Tranche Two [Member]
Common stock, par value					$ 0.742245
Proceeds from Other Short-term Debt			$ 500,000
Share issued					673,628
Series B-1, Convertible Preferred Stock | Initial Tranche [Member]
Share issued	2,694,514		2,694,514
Series B-1, Preferred Stock | Tranche Three [Member]
Common stock, par value						$ 0.742245
Proceeds from Other Short-term Debt			$ 1,000,000
Share issued						1,347,256
Gross Profit			$ 2,000,000
Convertible Preferred Stock A [Member]
Preferred stock, shares issued	0		0				0
Preferred stock, shares outstanding	0		0				0
Convertible Preferred Stock B [Member]
Preferred stock, shares issued	8,083,542		8,083,542				2,694,514
Preferred stock, shares outstanding	8,083,542		8,083,542				2,694,514

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
DERIVATIVE LIABILITY (Details Narrative)
Gain loss on fair value	$ 0	$ (665,343)	$ 0	$ 572,701
Interest acceration	$ 0	$ 34,088	$ 0	$ 114,599