Innovation1 Biotech (IVBT) 10-Q 30 May 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Feb. 28, 2023	May 30, 2023
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, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		20,470,239
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-55852
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-2275255
Entity Address Address Line 1	179 Rte 46W
Entity Address Address Line 2	Suite 15 #147
Entity Address City Or Town	Rockaway
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07866
City Area Code	929
Local Phone Number	459-4966

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Feb. 28, 2023	Aug. 31, 2022
Current assets:
Cash	$ 52,476	$ 156,486
Other receivable	56,421	56,421
Prepaid expenses	33,098	74,049
Total current assets	141,995	286,956
Other assets
Equipment, net	2,092	2,615
Receivable - Ingenius (Note 3)	100,000	0
Trademarks	1,680	1,680
Intangibles (Note 3)	3,380,076	42,980,076
ROU Asset	0	482,086
Security Deposit	210,000	210,000
Total other assets	3,693,848	43,676,457
Total Assets	3,835,843	43,963,413
Current liabilities:
Accounts payable	317,778	106,215
Accrued expenses	558,299	39,558
Accrued expenses - related parties	139,423	116,977
Mioxal liability, current portion	0	28,500,000
Related party payable	10,165	2,665
Lease liability, current portion	0	199,203
Note payable, current portion	10,000	10,000
Dividends payable	1,299,308	837,798
Total current liabilities	2,334,973	29,812,416
Long-term liabilities:
Lease liability	0	298,423
Convertible note payable, net of discount	22,362	0
Mioxal liability	0	11,000,000
Total long-term liabilities	22,362	11,298,423
Total liabilities	2,357,335	41,110,839
Stockholders' equity (deficit):
Common stock to be issued	22,500	0
Common stock, $0.001 par value; 200,000,000 shares authorized; 20,020,239 and 20,020,239 issued and outstanding as of February 28,2023 and August 31,2022, respectively	20,020	20,020
Additional paid in capital	54,855,814	47,375,513
Accumulated deficit	(53,427,910)	(44,551,043)
Total stockholders' equity (deficit)	1,478,508	2,852,574
Total Liabilities and Stockholders' equity (deficit)	3,835,843	43,963,413
Preferred stock Series A [Member]
Stockholders' equity (deficit):
Preferred stock, value	0	0
Series B-1 Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value	5,389	5,389
Series B, Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value	$ 2,695	$ 2,695

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2023	Aug. 31, 2022
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	20,020,239
Common stock, shares outstanding	20,020,239	20,020,239
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
Series B, Preferred Stock [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	2,695,514
Preferred stock, shares outstanding	2,695,514	2,695,514
Series B1 Stocks [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	5,389,028
Preferred stock, shares outstanding	5,389,028	5,389,028

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 0	$ 0	$ 0	$ 0
Cost of Revenue	0	0	0	0
Gross margin	0	0	0	0
Operating expenses:
Advertising	2,873	51	8,110	207
Consulting fees	0	103,850	20,500	242,180
Depreciation	261	883,048	523	883,048
General and administrative	93,698	18,200	254,706	30,664
Lease termination claim	480,000	0	480,000	0
Professional fees	100,422	298,292	245,398	407,223
Research and development	0	0	15,000	0
Salaries	59,027	478,921	340,865	580,112
Total operating expenses	736,281	1,782,362	1,365,102	2,143,434
Net operating loss	(736,281)	(1,782,362)	(1,365,102)	(2,143,434)
Other (income) expense:
Interest expense	37,965	10,330	40,810	15,469
Impairment expense	0	0	0	17,598
Interest (income)	0	(13,638)	0	(13,638)
Gain on termination of lease	(19,236)	0	(19,236)	0
Gain on extinguishments of debt	(151,621)	0	(151,621)	(143,956)
Total Other (income) expense	(132,892)	(3,308)	(130,047)	(124,527)
Net loss	(603,389)	(1,779,054)	(1,235,055)	(2,018,907)
Deemed dividend related to Series B and B-1 convertible preferred stock down round provision	(7,180,301)	0	(7,180,301)	0
Preferred Dividends	(273,939)	(87,571)	(461,511)	(324,458)
Net loss available to common shareholders	$ (8,057,629)	$ (1,866,625)	$ (8,876,867)	$ (2,343,365)
Basic and diluted income (loss) per share	$ (0.40)	$ (0.09)	$ (0.44)	$ (0.18)
Weighted average number of common
shares outstanding - basic and diluted	20,020,239	20,020,239	20,020,239	12,788,818

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Preferred Stock - Series B	Preferred Stock - Series B1	Common Stock	Additional Paid-In Capital	Common Stock to be Issued	Retained Earnings (Accumulated Deficit)
Balance, shares at Aug. 31, 2021		2,694,514		188,616
Balance, amount at Aug. 31, 2021	$ (224,839)	$ 2,695	$ 0	$ 188	$ 2,745,906	$ 0	$ (2,973,628)
Series B-1 preferred stock purchase agreements, shares			5,389,028
Series B-1 preferred stock purchase agreements, amount	4,000,000	0	$ 5,389	$ 0	3,994,611	0	0
Common Stock issued for asset purchase, shares				19,831,623
Common Stock issued for asset purchase, amount	40,654,827	0	0	$ 19,832	40,634,995	0	0
Dividends on preferred stock accrued	(136,887)	0	0	0	0	0	(136,887)
Net loss	(239,853)	$ 0	$ 0	$ 0	0	0	(239,853)
Balance, shares at Nov. 30, 2021		2,694,514	5,389,028	20,020,239
Balance, amount at Nov. 30, 2021	44,053,248	$ 2,695	$ 5,389	$ 20,020	47,375,512	0	(3,350,368)
Balance, shares at Aug. 31, 2021		2,694,514		188,616
Balance, amount at Aug. 31, 2021	(224,839)	$ 2,695	$ 0	$ 188	2,745,906	0	(2,973,628)
Net loss	(2,018,907)
Balance, shares at Feb. 28, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Feb. 28, 2022	42,086,623	$ 2,695	$ 5,389	$ 20,020	47,375,512	0	(5,316,993)
Balance, shares at Aug. 31, 2021		2,694,514		188,616
Balance, amount at Aug. 31, 2021	(224,839)	$ 2,695	$ 0	$ 188	2,745,906	0	(2,973,628)
Balance, shares at Aug. 31, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Aug. 31, 2022	2,852,574	$ 2,695	$ 5,389	$ 20,020	47,375,513	0	(44,551,043)
Balance, shares at Nov. 30, 2021		2,694,514	5,389,028	20,020,239
Balance, amount at Nov. 30, 2021	44,053,248	$ 2,695	$ 5,389	$ 20,020	47,375,512	0	(3,350,368)
Dividends on preferred stock accrued	(187,571)	0	0	0	0	0	(187,571)
Net loss	(1,779,054)	$ 0	$ 0	$ 0	0	0	(1,779,054)
Balance, shares at Feb. 28, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Feb. 28, 2022	42,086,623	$ 2,695	$ 5,389	$ 20,020	47,375,512	0	(5,316,993)
Balance, shares at Aug. 31, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Aug. 31, 2022	2,852,574	$ 2,695	$ 5,389	$ 20,020	47,375,513	0	(44,551,043)
Dividends on preferred stock accrued	(187,572)	0	0	0	0	0	(187,572)
Net loss	(631,666)	0	0	0	0	0	(631,666)
Convertible Notes Payable BCF and Warrant	50,000	$ 0	$ 0	$ 0	50,000	0	0
Balance, shares at Nov. 30, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Nov. 30, 2022	2,083,336	$ 2,695	$ 5,389	$ 20,020	47,425,513	0	(45,370,281)
Balance, shares at Aug. 31, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Aug. 31, 2022	2,852,574	$ 2,695	$ 5,389	$ 20,020	47,375,513	0	(44,551,043)
Net loss	(1,235,055)
Balance, shares at Feb. 28, 2023		2,694,514	5,389,028	20,020,239
Balance, amount at Feb. 28, 2023	1,478,508	$ 2,695	$ 5,389	$ 20,020	54,855,814	22,500	(53,427,910)
Balance, shares at Nov. 30, 2022		2,694,514	5,389,028	20,020,239
Balance, amount at Nov. 30, 2022	2,083,336	$ 2,695	$ 5,389	$ 20,020	47,425,513	0	(45,370,281)
Dividends on preferred stock accrued	(273,939)	0	0	0	0	0	(273,939)
Net loss	(603,389)	0	0	0	0	0	(603,389)
Convertible Notes Payable BCF and Warrant	250,000	0	0	0	250,000	0	0
Common shares to be issued at $0.225	22,500	0	0	0	0	22,500	0
Deemed dividends	0	$ 0	$ 0	$ 0	7,180,301	0	(7,180,301)
Balance, shares at Feb. 28, 2023		2,694,514	5,389,028	20,020,239
Balance, amount at Feb. 28, 2023	$ 1,478,508	$ 2,695	$ 5,389	$ 20,020	$ 54,855,814	$ 22,500	$ (53,427,910)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($)	6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,235,055)	$ (2,018,907)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	523	0
Amortization of ROU Asset	51,652	34,435
Amortization of Mioxal Asset	0	834,975
Amortization of discount, warrants, BCF on convertible notes payable	22,362	0
Stock based compensation	22,500	0
Impairment expense	0	17,598
Termination of ROU Asset lease	430,434	0
Gain on extinguishment of debt	(151,621)	(143,956)
Gain on termination of lease	(19,236)	0
Changes in operating assets and liabilities:
Prepaid expenses	40,951	(76,300)
Other receivable	0	(179,770)
Accounts payable	(266,828)	(387,986)
Related party payable	7,500	(64,600)
Accrued expenses	518,741	10,458
Accrued expenses related party	174,067	0
Net cash used in operating activities	(404,010)	(1,974,053)
Cash flows from investing activities:
Purchase of equipment	0	(3,138)
Cash paid for asset purchase	0	(350,000)
Notes receivable investment	0	(500,000)
Net cash used in investing activities	0	(853,138)
Cash flows from financing activities
Proceeds from convertible notes payable	300,000	4,000,000
Net cash provided by financing activities	300,000	4,000,000
Net increase (decrease) in cash	(104,010)	1,172,809
Cash - beginning of the period	156,486	137,476
Cash - end of the period	52,476	1,310,285
Supplemental disclosures:
Interest paid	12,043	10,207
Non-cash investment and financing activities:
Preferred stock dividends accrued	461,511	324,458
Common stock issued for asset purchase	0	40,654,827
Deemed dividend	7,180,301	0
Right of Use asset and lease liability recognition at inception	0	619,825
Sale of Mioxal assets	39,600,000	0
Transfer of Mioxal liabilities	(39,500,000)	0
Receivable created with sale of Mioxal assets	$ (100,000)	$ 0

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Feb. 28, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Innovation1 Biotech Inc. (the “Company”) was formed under the laws of the state of Nevada in 2014, under the name of My Cloudz, Inc. Gridiron BioNutrients completed a reverse merger with My Cloudz, Inc. in October 2017 and the Company then changed its name to Gridiron BioNutrients, Inc. Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron BioNutrients, Inc. (trading symbol GMVP) to Innovation1 Biotech Inc. (trading symbol IVBT). The Company has a portfolio of 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 and tree bark derived psychedelic for treatment of addiction and three additional novel cannabinoid prodrugs addressing clinical indications of refractory pediatric epilepsy, hypertrophic scarring and ocular inflammation. The Company has elected an August 31 st Change in Control On November 9, 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 loss of $1,235,055 for the six months ended February 28, 2023. The Company has working capital deficit of $2,192,978 and an accumulated deficit of $53,427,910 as of February 28, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance of these financial statements. The unaudited condensed 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, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 (“US GAAP”), which have been consistently applied in the preparation of the financial statements. The accompanying unaudited financial information as of and for the three and six months ended February 28, 2023 and 2022 has been prepared in accordance with US GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three and six months ended February 28, 2023 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited financial statements for the year ended August 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 15, 2022. The consolidated balance sheet at August 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. 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 did not have any cash equivalents as of February 28, 2023 and August 31, 2022. 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 have any Level 1 or Level 2 assets and liabilities at February 28, 2023 and August 31, 2022. The Company had Level 3 liabilities related to outstanding warrants at February 28, 2023. All financial assets and liabilities approximate fair value. Other Receivable During the year ended August 31, 2022, the Company discovered duplicate withdrawals from its payroll processing company and has recorded a receivable on its unaudited condensed consolidated balance sheet at February 28, 2023. At the close of the February 28, 2023 quarter, these funds have not yet been reimbursed. There was $56,421 outstanding receivable as of February 28, 2023 and August 31, 2022. 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 computers and other equipment are three years. With the asset acquisition as discussed in Note 3 – Asset Acquisition Basic and Diluted 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 Series B and Series B1 convertible preferred shares would convert to 39,120,691 and 8,083,542 shares of the Company’s common at February 28, 2023 and 2022, respectively. The Company would calculate 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. For the three and six month periods ended February 28, 2023 and 2022, potentially dilutive convertible preferred stock were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. Recently Issued Accounting Standards As of February 28, 2023, 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.

ASSET ACQUISITION

ASSET ACQUISITION	6 Months Ended
	Feb. 28, 2023
ASSET ACQUISITION
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 and assumed certain liabilities of STB, as discussed below. The acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 9, 2021. As consideration for the acquisition, the Company paid $350,000 in cash to Ingenius, paid cash of $500,000 to STB 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 in December 2021. At acquisition the assets and liabilities assumed have been recorded 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 During the year ended August 31, 2022, additional intangibles of $28,773 were added related to the asset acquisition for payments made subsequent to the acquisition date. 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 condensed consolidated balance sheets. 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 a $3,500,000 payment was due within thirty business days following the occurrence of the milestone event. The milestone, a signed sales agreement with a third party to distribute Mioxal throughout Europe, was not reached and therefore the requirement for the milestone payment was forfeited and will never be owed. In addition, $15,000,000 was to be paid through the issuance of the Company’s common stock in three tranches beginning twelve months from execution of agreement with STB on September 10, 2021; 1) on September 10, 2022 - $4,000,000, 2) on September 10, 2023 - $5,000,000, and 3) on September 10, 2024 - $6,000,000. The remaining balance was to be paid on an earn-out basis whereunder Ingenius would earn an 8% royalty on all sales generated by Mioxal® until the balance was satisfied. 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 was due on June 30, 2022, with an additional extension of the due date to August 30, 2022 (not paid), and the second installment was due on December 31, 2022. See Sale of Mioxal Intangible Assets The Mioxal® asset had a 24-year life and was to be tested for impairment on an annual basis. During the three and twelve months ended August 31, 2022, amortization of $846,494 and $2,539,483 was expensed. The other intangible assets for $178,000 have a 21-year life. During the three and twelve months ended August 31, 2022, amortization of $2,119 and $6,357 was expensed. During the twelve months ended August 31, 2022, additional intangibles were added related to the asset acquisition in the amount of $38,638. Impairment of Intangible Assets At August 31, 2022, an asset impairment evaluation resulted in the Company recording $35,762,550 in impairment expense in the fourth quarter of the fiscal year ended August 31, 2022, and a carrying value of $42,980,076 for the intangible assets. The Company had recorded impairment expenses of $17,598 in previous quarters, to total $35,780,148 for the fiscal year ended August 31, 2022. The calculation of the carrying value of the Mioxal net assets was informed by the terms of the sale of those assets on November 7, 2022, as calculated below: Valuation at the sale of Mioxal: Cash to be received by the Company $ 100,000 FV of 350,000 shares transferred to Buyer from third parties ($0.13 per share) (45,500 ) Debt assumed/forgiven by Buyer 39,500,000 NPV of estimated future royalty cash stream 3,425,576 Total estimated value of intangible assets at August 31, 2022 42,980,076 Carrying value of intangible assets at August 31, 2022 $ 78,742,626 Impairment expense at August 31, 2022 on intangible assets $ (35,762,550 ) The assumptions used for estimated future royalty cash stream included 1) 5% royalty on gross margin for a five-year period of estimated sales in the United States, with a two-year introductory delay in taking the product to market, 2) a similar royalty on international sales, with an additional two-year introductory delay and an increased cost of 15% for additive distribution costs, 3) an estimate of approximately 200,000 units sold in year 1 of the projected royalty stream for a total sales estimate of approximately $7,500,000, and 4) sales growth rates of 100% for each of the years 2 through 4, decreasing to 60% in year 5. Growth rate in any subsequent year would be expected to drop off significantly or to 0%, however, those possible future years are not included in the project revenues, costs or gross merging. The projections of foundational sales volumes, revenues and costs were performed by industry experts in January 2022 as part of an independent product evaluation. As with all projections, Management cannot assure that the estimated amounts will be actualized. Sale of the Mioxal Intangible Assets: On November 7, 2022, the Company completed the disposition of all the assets, including intellectual property assets, and obligations relating to Mioxal® to Ingenius Biotech S.L., a corporation organized under the laws of Spain (“Ingenius”). As part of the disposition, certain shareholders of the Company transferred an aggregate of 350,000 shares of the Company’s currently outstanding common stock, to Ingenius and Ingenius agreed to pay the Company (i) $100,000 upon the first to occur of Ingenius’ first sale or commercialization of the Mioxal product or Ingenius’ sale, license, transfer or other disposition of the Mioxal product to a third party, and (ii) a 5% royalty on worldwide net sales of the Mioxal product by Ingenius or a third party commencing on the date of the first sale of Mioxal products and ending on the 18-month anniversary of the last to expire of any patent covering the Mioxal products. Additionally, Ingenius agreed to release the Company from all of its liabilities and obligations relating to the Mioxal products and indemnify the Company from all claims relating to the Mioxal product following the date of the disposition. After the disposition of the assets and liabilities related to Mioxal, the Company recognized a $3,380,076 royalty asset, recorded as an intangible asset on the condensed consolidated balance sheet. The $100,000 of cash yet to be received is recorded as a long-term receivable.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Feb. 28, 2023
NOTES PAYABLE
NOTES PAYABLE	NOTE 4 – 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 had a maturity date of September 15, 2018. The unpaid balance including accrued interest was $12,730 and $12,482 at February 28, 2023 and August 31, 2022, respectively. The Company is in default with the repayment terms of the note. Interest of $123 and $123 was expensed during the three months ended February 28, 2023 and 2022, respectively. Interest of $248 and $248 was expensed during the six months ended February 28, 2023 and 2022, respectively. Convertible Notes Payable The Company has entered into a private placement to receive net cash proceeds up to $300,000, after the original issue discount, from secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,411,764 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly and a conversion price of $0.08 per share. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share. During the three and six months ended February 28, 2023, the Company received convertible notes of $352,938 less a discount of $52,938, for cash proceeds of $300,000. The Company issued 4,411,764 warrants and recorded a fair value of $191,691 for the warrants. The total fair value of the warrants was estimated using the following weighted average assumptions: November 29, 2022 February 13, 2023 Market price of common stock on date of issuance $ 0.095 $ 0.225 Risk-free interest rate 3.63 % 3.84 % Expected dividend yield 0 0 Expected term (in years) 7 7 Expected volatility 202.5 % 242.8 % Additionally, a beneficial conversion feature of $108,309 was determined to exist, which represented the lesser of the conversion price of the convertible instrument or the per share fair value of the underlying stock into which it is convertible. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance. At February 28, 2023, the Company had outstanding convertible notes payable of $352,938, less remaining unamortized discounts of $330,576 for a net liability of $22,362. The Company recognized a total of $44,642 and $47,362 of discount amortization to interest expense during the three and six months ended February 28, 2023, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Feb. 28, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS The Company has a contract with two consulting and pharmaceutical firms owned by the former Chief Science Officer, Salzman Group LLC and Herring Creek Pharmaceuticals, under which research and development activities are performed on behalf of the Company. During the fiscal year 2022, the Company paid $150,000 for a security deposit, $131,500 for research and development fees and assumed $67,000 in a liability from ST Biosciences at the acquisition of the assets described in Note 3 - Asset Acquisition As of February 28, 2023 and August 31, 2022, the Company owed Jeffrey Kraws, the Company’s former Chief Executive Officer, $32,500 and $17,308 in unpaid salary and $10,165 and $83,516 in unpaid bonuses, respectively. As of February 28, 2023 and August 31, 2022, the Company owed salary of $76,154 and $11,538, respectively, to Jason Frankovich, a former director . During the six months ended February 28, 2023, the Company entered into an agreement with a former director for a payment of $80,000 and 100,000 common shares in exchange for a release of unpaid services. Resulting in a gain of $151,621 at February 28, 2023.

LEASE LIABILITY

LEASE LIABILITY	6 Months Ended
	Feb. 28, 2023
LEASE LIABILITY
LEASE LIABILITY	NOTE 6 – 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 reasonably 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, 2023 and August 31, 2022: February 28, 2023 August 31, 2022 Assets Operating lease right of use assets $ - $ 619,825 Less accumulated depreciation - (137,739 ) Total operating lease right of use assets $ - $ 482,086 Liabilities Operating lease liability, current $ - $ 199,203 Operating lease liability, noncurrent - 298,423 Total lease liabilities $ - $ 497,626 Operating lease liability is presented net of lease payments. The Company is required to make monthly payments of $20,000. During the three months ended February 28, 2023 and 2022, the Company paid $-0- and $29,793, respectively, towards the lease liability, $-0- and $10,207, respectively, in interest expense and recorded $-0- and $34,435, respectively, in amortization expense of the ROU asset. During the six months ended February 28, 2023, the Company paid $47,957 and $29,793, respectively, towards the lease liability, $12,043 and $10,207, respectively, in interest expense and recorded $51,652 and $34,435, respectively, in amortization expense of the ROU asset. The Company was unable to pay its December 2022 lease payment and the owner has sought legal action. The Company was served with a summons in December 2022. The summons seeks judgment of $480,000 plus interest at 5%. The lease was terminated as of December 1, 2022 and a gain on termination of $19,236 was recorded during the six months ended February 28, 2023. At February 28, 2023, the Company has accrued $484,668, which includes $4,668 for interest, for the legal claim sought by the owner. The legal action is ongoing and the full amount the Company is required to pay may vary from what is accrued.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	6 Months Ended
	Feb. 28, 2023
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY	NOTE 7 – 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. The Company exchanged the Series A Convertible Preferred for Series B Preferred Stock. As a result of the Exchange agreement, the dividends on the Series A Convertible Preferred Stock was reduced to $0 in the accompanying condensed consolidated balance sheets. The Series B and Series B-1 Convertible Preferred Stock accrues dividends at a rate of 10% annually. There was $1,299,308 and $837,798 of dividends payable at February 28, 2023 and August 31, 2022, respectively. The dividends have not been declared and are accrued in the accompanying unaudited condensed consolidated balance sheets as a result of a contractual obligation in the Company’s Series B and Series B-1 Preferred Stock offering. Preferred Stock There were no shares of Series A Convertible Preferred Stock issued and outstanding as of February 28, 2023 and August 31, 2022. There were 2,695,514 shares of Series B Convertible Preferred Stock issued and outstanding as of February 28, 2023 and August 31, 2022, respectively. There were 5,389,028 shares of Series B-1 Convertible Preferred Stock issued and outstanding as of February 28, 2023 and August 31, 2022, respectively. Deemed Dividend related to Series B and B-1 Convertible Preferred Stock Down Round Provision The Series B and Series B-1 Convertible Preferred Stock issued contain a down round provision. During the three months ended February 28, 2023, the Company entered into an agreement to issue common shares at $0.225 per share. Pursuant to the down round provision, the conversion price of the Series B and Series B-1 Convertible Preferred Stock was reduced to $0.225 per share at February 28, 2023. In addition, the Company recognized a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital) of $7,180,301 at February 28, 2023. The deemed dividend represents the value attributed to the increase in shares of common stock that preferred shareholders will receive as a result of the issuance of common shares in February 2023, which was deemed to be a down round and triggered the anti-dilution provisions associated with our convertible preferred stock. Common Stock to be Issued At February 28, 2023, there was $22,500 in common stock to be issued. This represents 100,000 common shares to be issued to a former Director of the Company. Common Stock 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 common shares issued and outstanding as of February 28, 2023 and August 31, 2022. Warrants During the six months ended February 28, 2023, the Company issued 4,411,764 warrants as part of the convertible notes financing, see Note 4 – Notes Payable At February 28, 2023 and 2022, the following warrants were outstanding: Number of warrants Weighted average exercise price Weighted average term remaining (years) Balance, August 31, 2022 - $ - - Issued 4,411,764 0.08 7 Balance, February 28, 2023 4,411,764 $ 0.08 7 Balance, August 31, 2021 - $ - - Balance, February 28, 2022 - $ - -

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Feb. 28, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES On September 30, 2022, a party identified as New You Inc. filed a complaint with the District Court of Clark County, Nevada against Innovation 1 Biotech, Inc, ST Biosciences LTD, Jeffrey Kraws and Jason Frankovich. The complaint alleges that during Mr. Frankovich’s service to New You Inc. as Chairman of the Board of Directors, concurrent with Mr. Frankovich’s and Mr. Kraws’s services as executives of ST Biosciences LTD, Mr. Frankovich converted funds away from New You Inc. to satisfy obligations of ST Biosciences LTD and/or Innovation1 and/or to enrich Frankovich and Kraws. The amount of the claim is a total of $249,020 plus damages in excess of $30,000 and includes a claim for legal fees. The Company’s legal firm has evaluated the claims of the complaint and together with Innovation1 management believes the claims to be without merit. The Company intends to defend against the complaint and believes any potential liability to be $0. On December 19, 2022, a party identified as 40 Wall Street Suites LLC, filed a complaint with the Supreme Court of New York County, New York against Innovation1 Biotech, Inc. The complaint alleges that Innovation1 failed to pay the December lease payment and therefore is responsible for payment of the remaining lease plus interest. The Company intends to defend against the complaint; however, has accrued the potential liability as stated in the claim of $484,668 at February 28, 2023. On April 21, 2023, a party identified as Greenfingers LLC A/A/O Simon D. Roffe, entered into a judgement in the Supreme Court of New York County, New York against Innovation1 Biotech Inc. in the amount of $264,617.26 plus post-judgement interest from the date of entry for failure to turn over shares of Jason Frankovich, a former director of the Company. The Company intends to defend against the complaint and believes any potential liability to be $0.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Feb. 28, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date of February 28, 2023, through the date which the unaudited condensed consolidated financial statements were filed. Based upon the review, other than described below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. Subsequent to February 28, 2023, the Company entered into a private placement to receive net cash proceeds up to $280,000, after the original issue discount, from secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,117,647 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly and a conversion price of $0.08 per share. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share. The Company received convertible notes of $219,606 less a discount of $32,939, for cash proceeds of $186,667, and issued 2,745,098 warrants. Subsequent to February 28, 2023, the Company issued 350,000 shares of common stock to three individuals who issued personal shares of stock to assist with the Mioxal disposition, See Note 3 – Asset Acquisition Subsequent to February 28, 2023, the Company issued 100,000 shares of common stock to a former Director of the Company at $0.225 per share. On April 21, 2023, Mr. Kraws resigned as a member of the Board.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Feb. 28, 2023
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 (“US GAAP”), which have been consistently applied in the preparation of the financial statements. The accompanying unaudited financial information as of and for the three and six months ended February 28, 2023 and 2022 has been prepared in accordance with US GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three and six months ended February 28, 2023 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited financial statements for the year ended August 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 15, 2022. The consolidated balance sheet at August 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.
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 did not have any cash equivalents as of February 28, 2023 and August 31, 2022.
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 have any Level 1 or Level 2 assets and liabilities at February 28, 2023 and August 31, 2022. The Company had Level 3 liabilities related to outstanding warrants at February 28, 2023. All financial assets and liabilities approximate fair value.
Other receivable	During the year ended August 31, 2022, the Company discovered duplicate withdrawals from its payroll processing company and has recorded a receivable on its unaudited condensed consolidated balance sheet at February 28, 2023. At the close of the February 28, 2023 quarter, these funds have not yet been reimbursed. There was $56,421 outstanding receivable as of February 28, 2023 and August 31, 2022.
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 computers and other equipment are three years. With the asset acquisition as discussed in Note 3 – Asset Acquisition
Basic and Diluted 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 Series B and Series B1 convertible preferred shares would convert to 39,120,691 and 8,083,542 shares of the Company’s common at February 28, 2023 and 2022, respectively. The Company would calculate 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. For the three and six month periods ended February 28, 2023 and 2022, potentially dilutive convertible preferred stock were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods.
Recently Issued Accounting Standards	As of February 28, 2023, 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.

ASSET ACQUISITION (Tables)

ASSET ACQUISITION (Tables)	6 Months Ended
	Feb. 28, 2023
ASSET ACQUISITION
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
Impairment of Intangible Assets	Valuation at the sale of Mioxal: Cash to be received by the Company $ 100,000 FV of 350,000 shares transferred to Buyer from third parties ($0.13 per share) (45,500 ) Debt assumed/forgiven by Buyer 39,500,000 NPV of estimated future royalty cash stream 3,425,576 Total estimated value of intangible assets at August 31, 2022 42,980,076 Carrying value of intangible assets at August 31, 2022 $ 78,742,626 Impairment expense at August 31, 2022 on intangible assets $ (35,762,550 )

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Feb. 28, 2023
NOTES PAYABLE
Sechdule of weighted average of fair value warrants	November 29, 2022 February 13, 2023 Market price of common stock on date of issuance $ 0.095 $ 0.225 Risk-free interest rate 3.63 % 3.84 % Expected dividend yield 0 0 Expected term (in years) 7 7 Expected volatility 202.5 % 242.8 %

LEASE LIABILITY (Tables)

LEASE LIABILITY (Tables)	6 Months Ended
	Feb. 28, 2023
LEASE LIABILITY
Summary of balance sheet data related to leases	February 28, 2023 August 31, 2022 Assets Operating lease right of use assets $ - $ 619,825 Less accumulated depreciation - (137,739 ) Total operating lease right of use assets $ - $ 482,086 Liabilities Operating lease liability, current $ - $ 199,203 Operating lease liability, noncurrent - 298,423 Total lease liabilities $ - $ 497,626

STOCKHOLDERS EQUITY (Tables)

STOCKHOLDERS EQUITY (Tables)	6 Months Ended
	Feb. 28, 2023
STOCKHOLDERS EQUITY
Schedule of outstanding warrants	Number of warrants Weighted average exercise price Weighted average term remaining (years) Balance, August 31, 2022 - $ - - Issued 4,411,764 0.08 7 Balance, February 28, 2023 4,411,764 $ 0.08 7 Balance, August 31, 2021 - $ - - Balance, February 28, 2022 - $ - -

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Feb. 28, 2023	Nov. 30, 2022	Feb. 28, 2022	Nov. 30, 2021	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
Net loss	$ (603,389)	$ (631,666)	$ (1,779,054)	$ (239,853)	$ (1,235,055)	$ (2,018,907)
Working capital deficit	(2,192,978)				(2,192,978)
Accumulated Deficit	$ (53,427,910)				$ (53,427,910)		$ (44,551,043)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
Outstanding accounts receivable	$ 56,421		$ 56,421		$ 56,421
Depreciation expense	$ 261	$ 0	$ 523	$ 0
Preferred stock Series B One [Member]
Common stock issued upon conversion of preferred stock			39,120,691	8,083,542

ASSET ACQUISITION (Details)

ASSET ACQUISITION (Details)	6 Months Ended
	Feb. 28, 2023 USD ($)
ASSET ACQUISITION
Mioxal assets	$ 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

ASSET ACQUISITION (Details 1)

ASSET ACQUISITION (Details 1)	6 Months Ended
	Feb. 28, 2023 USD ($)
ASSET ACQUISITION
Cash to be received by the Company	$ 100,000
FV of 350,000 shares transferred to Buyer from third parties ($0.13 per share)	(45,500)
Debt assumed/forgiven by Buyer	39,500,000
NPV of estimated future royalty cash stream	3,425,576
Total estimated value of intangible assets at August 31, 2022	42,980,076
Carrying value of intangible assets at August 31, 2022	78,742,626
Impairment expense at August 31, 2022 on intangible assets	$ (35,762,550)

ASSET ACQUISITION (Details Narr

ASSET ACQUISITION (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended	12 Months Ended
	Nov. 07, 2022	Sep. 10, 2022	Aug. 31, 2022	Nov. 30, 2021	Feb. 28, 2023	Aug. 31, 2022	Sep. 10, 2021
Impairment expenses			$ 17,598			$ 35,780,148
Interest on royalty, percentage		8%
Intangible assets			$ 28,773
Common Stock issued for asset purchase, amount				$ 40,654,827
Common stock shares outstanding			20,020,239		20,020,239	20,020,239
Cash			$ 156,486		$ 52,476	$ 156,486
Common stock, shares par value			$ 0.001		$ 0.001	$ 0.001
Common stock shares issued			20,020,239		20,020,239	20,020,239
S T Bio Sciences Ltd
Common Stock issued for asset purchase, amount						$ 42,980,076
Amortization costs						38,638
Cash consideration paid							$ 3,500,000
Common stock, shares par value							$ 2.05
Impereiment expenses						35,762,550
Common stock shares issued							19,831,623
Ingenius Biotech [Member]
Current and long-term liabilities							$ 39,500,000
Ingenius Biotech [Member] | April 15, 2022 [Member]
Amount received							15,000,000
Asset acquisition second installment							1,500,000
Ingenius Biotech [Member] | January 15, 2022 [Member]
Asset acquisition first installment							1,500,000
Asset acquisition thereafter							350,000
Ramaining amount							1,500,000
Mioxal [Member]
Amortization costs			$ 846,494		$ 41,504,827	2,539,483
Mioxal [Member] | Other Intangible Assets[Member]
Amortization costs			$ 2,119			$ 6,357
Useful life asset					21 years
Intangible assets					$ 178,000
Mioxal [Member] | Ingenius Biotech SL [Member]
Interest on royalty, percentage	5%
Common stock shares outstanding	350,000
Cash	$ 100,000
Recognized royalty asset description					The assumptions used for estimated future royalty cash stream included 1) 5% royalty on gross margin for a five-year period of estimated sales in the United States, with a two-year introductory delay in taking the product to market, 2) a similar royalty on international sales, with an additional two-year introductory delay and an increased cost of 15% for additive distribution costs, 3) an estimate of approximately 200,000 units sold in year 1 of the projected royalty stream for a total sales estimate of approximately $7,500,000, and 4) sales growth rates of 100% for each of the years 2 through 4, decreasing to 60% in year 5. Growth rate in any subsequent year would be expected to drop off significantly or to 0%, however, those possible future years are not included in the project revenues, costs or gross merging. The projections of foundational sales volumes, revenues and costs were performed by industry experts in January 2022 as part of an independent product evaluation.
Recognized royalty asset	3,380,076
Payment to party	$ 100,000
Tranche One [Member] | S T Bio Sciences Ltd
Amount received							4,000,000
Tranche Two [Member] | S T Bio Sciences Ltd
Amount received							5,000,000
Tranche Three [Member] | S T Bio Sciences Ltd | September 10, 2024 [Member]
Amount received							$ 6,000,000
Series B-1, Convertible Preferred Stock | Tranche One [Member]
Common Stock issued for asset purchase, amount					$ 500,000
Series B-1, Convertible Preferred Stock | Tranche Two [Member]
Common Stock issued for asset purchase, amount					500,000
Series B-1, Preferred Stock | Tranche Three [Member]
Common Stock issued for asset purchase, amount					$ 1,000,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - $ / shares	1 Months Ended
	Feb. 13, 2023	Nov. 29, 2022
NOTES PAYABLE
Market price of common stock on date of issuance	$ 0.225	$ 0.095
Risk-free interest rate	3.84%	3.63%
Expected dividend yield	0%	0%
Expected term (in years)	7 years	7 years
Expected volatility	242.80%	202.50%

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 14, 2017	Dec. 31, 2022	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
Promisory notes payable		$ 480,000
Outstanding convertible note payable					$ 352,938
Notes payable, interest rate		5%
Unamortized debt discounts			$ 330,576		330,576
Debt instrument, maturity date		Dec. 01, 2022
Discount amortization of interest expense			44,642		47,362
Beneficial conversion of convertible note payable					108,309
Net liability			22,362		22,362
Short-Term Debts
Promisory notes payable	$ 10,000
Notes payable, interest rate	5%
Debt instrument, maturity date	Sep. 15, 2018
Accrued interest			12,730		12,730		$ 12,482
Interest expensed			$ 123	$ 123	248	$ 248
Convertible Notes Payable [Member]
Proceeds from net cash private palcement					$ 300,000
Interest rate					8%
Purchase of warrants price per share			$ 0.08		$ 0.08
Warrants purchase shares					4,411,764
Discount rate					15%
Maturity date					18 months
Debt conversion price					$ 0.08
Warrants exercise price					$ 0.08
Debt discount			$ 352,938		$ 52,938
Debt cash proceeds					$ 300,000
Warrants issued					4,411,764
Issuance of fair value of warrants					$ 191,691

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
Due to related parties	$ 10,165		$ 10,165		$ 2,665
Security deposit	150,000		150,000
Gain on extinguishments of debt	(151,621)	$ 0	(151,621)	$ (143,956)
Research and development fee	0	$ 0	15,000	$ 0
Former Director [Member]
Due to related parties	76,154		76,154		11,538
Amount due in exchange for a release of unpaid services			$ 80,000
Common shares issued in exchange for release of unpaid services			100,000
Gain on extinguishments of debt			$ (151,621)
ST Bioscience [Member]
Liability amount			67,000
Research and development fee			131,500
Former Chief Executive Officer [Member]
Due to related parties	32,500		32,500		17,308
Related party payables	10,165		10,165		83,516
Former Chief Science Officer [Member]
Due to related parties	30,769		30,769		4,615
Mioxal [Member]
Due to related parties	$ 0		0		$ 2,665
Liability amount released			$ 67,000

LEASE LIABILITY (Details)

LEASE LIABILITY (Details) - USD ($)	Feb. 28, 2023	Aug. 31, 2022
LEASE LIABILITY
Operating lease right of use assets	$ 0	$ 619,825
Less accumulated depreciation	0	(137,739)
Total operating lease right of use assets	0	482,086
Operating lease liability, current	0	199,203
Operating lease liability, noncurrent	0	298,423
Total lease liabilities	$ 0	$ 497,626

LEASE LIABILITY (Details Narrat

LEASE LIABILITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2022	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2021	Aug. 31, 2022	Jan. 01, 2022
LEASE LIABILITY
Promisory notes payable	$ 480,000
Notes payable, interest rate	5%
Monthly rent, Description				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
Debt instrument, maturity date	Dec. 01, 2022
Monthly payment				$ 20,000
Amount paid		$ 0	$ 29,793	47,957	$ 29,793
Interest expense		0	10,207	12,043	10,207
Gain on termination of lease				(19,236)
Amortization expense		0	$ 34,435	51,652	$ 34,435
Interest paid						$ 0
Interest, for the legal claim sought by the owner		4,668		4,668
Lease liability		0		0			$ 298,423	$ 619,825
Accrued amount for lease payment		$ 484,668		$ 484,668

STOCKHOLDERS EQUITY (Details)

STOCKHOLDERS EQUITY (Details) - Warrants [Member] - $ / shares	6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Number of shares outstanding, beginning balance	0	0
Number of shares, Issued	4,411,764	0
Number of shares outstanding, ending balance	4,411,764	0
Weighted average exercise price outstanding, beginning balance	$ 0	$ 0
Weighted average exercise price outstanding, issued	0.08	0
Weighted average exercise price outstanding, ending balance	$ 0.08	$ 0
Weighted average remaining term outstanding, beginning balance	0 years	0 years
Weighted average remaining term outstanding, issued	7 years	0 years
Weighted average remaining term outstanding, ending balance	7 years	0 years

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Nov. 09, 2021	Feb. 28, 2023	Aug. 31, 2022	Aug. 31, 2018
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	20,020,239
Common stock, shares outstanding		20,020,239	20,020,239
Dividends payable		$ 1,299,308	$ 837,798
STB [Member]
Warrants, issued		4,411,764
Dividends payable		$ 7,180,301
Intrinsic value of warrant		$ 750,000
Shares issued	19,831,623	22,500
Common stock transferred	350,000
Common stock, price per share	$ 2.05	$ 0.225
Common stock to be issued		100,000
Common stock value	$ 40,654,827
Series B-1, Convertible Preferred Stock
Preferred stock, shares issued		5,389,028	5,389,028
Preferred stock, shares outstanding		5,389,028	5,389,028
Series B-1, Convertible Preferred Stock | Tranche One [Member]
Dividend interest rate				10%
Series B Preferred Stock [Member]
Preferred stock, shares issued		2,695,514	2,695,514
Preferred stock, shares outstanding		2,695,514	2,695,514
Series A Convertible Preferred Stock [Member]
Dividend interest rate				5%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative1) - USD ($)	1 Months Ended	6 Months Ended
	Apr. 21, 2023	Feb. 28, 2023	Dec. 19, 2022
COMMITMENTS AND CONTINGENCIES
Claim for legal fees		$ 30,000
Claim amount	$ 264,617	249,020
Potential liability	$ 0	$ 0	$ 484,668

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
	Mar. 01, 2023	Feb. 28, 2023	Aug. 31, 2022
Discount amount		$ 330,576
Common stock, shares issued		20,020,239	20,020,239
Subsequent Event [Member]
Net cash proceeds	$ 280,000
Purchase of warrants	$ 0.08
Common stock shares	4,117,647
Maturity date, description	18 months from original issuance
Cash proceeds from debt	$ 186,667
Discount rate	15%
Interest rate	8%
Conversion price	$ 0.08
Convertible notes	$ 219,606
Discount amount	$ 32,939
Exercise price	$ 0.08
Exercisable period	7 years
Warrants, issued	2,745,098
Common stock, shares issued	350,000
Subsequent Event [Member] | Formar Director [Member]
Common stock, shares issued	100,000
Common stock, price per share	$ 0.225