Bitmine Immersion (BMNR) 10-K 9 Dec 21 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Aug. 31, 2021	Dec. 01, 2021	Feb. 26, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--08-31
Entity File Number	000-56220
Entity Registrant Name	BITMINE IMMERSION TECHNOLOGIES, INC.
Entity Central Index Key	0001829311
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 12,219,351
Entity Common Stock, Shares Outstanding		41,208,399
Entity Incorporation, State or Country Code	DE

Balance Sheets

Balance Sheets - USD ($)	Aug. 31, 2021	Aug. 31, 2020
Current assets:
Cash and cash equivalents	$ 218,737	$ 1,930
Total current assets	218,737	1,930
Fixed assets -not in service	427,296	0
Total assets	646,033	1,930
Current liabilities:
Accounts payable	3,680	0
Accrued interest-related party	4,505	1,558
Loans payable-related party	277,296	50,447
Total current liabilities	285,481	52,005
Total liabilities	285,481	52,005
Commitments and contingencies
Stockholders' Equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized; 40,433,399 and 2,688,400 issued and outstanding as of August 31, 2021 and August 31, 2020, respectively	4,043	269
Additional paid-in capital	817,842	256,751
Retained earnings deficit	(461,334)	(307,095)
Total stockholders' equity	360,551	(50,075)
Total liabilities and equity	$ 646,033	$ 1,930

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2021	Aug. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	40,433,399	2,688,400
Common stock, shares outstanding	40,433,399	2,688,400

Statements of Operations

Statements of Operations - USD ($)	2 Months Ended	12 Months Ended
	Aug. 31, 2020	Aug. 31, 2021
Operating expenses:
General and administrative expenses	$ 0	$ 63,815
Related party compensation	0	68,000
Total operating expenses	0	131,815
Income (loss) from operations	0	(131,815)
Other income (expense)
Interest expense	(1,558)	(22,424)
Other income (expense), net	(1,558)	(22,424)
Net loss	$ (1,558)	$ (154,239)
Basic and diluted earnings (loss) per common share	$ 0	$ (0.02)
Weighted-average number of common shares outstanding: Basic and diluted	2,688,400	9,758,184

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings	Total
Beginning balance, shares at Jul. 15, 2020	2,688,400
Beginning balance, value at Jul. 15, 2020	$ 269	$ 256,751	$ (305,537)	$ (48,517)
Net loss			(1,558)	(1,558)
Ending balance, shares at Aug. 31, 2020	2,688,400
Ending balance, value at Aug. 31, 2020	$ 269	256,751	(307,095)	(50,075)
Proceeds from private placement of common shares, shares	32,994,999
Proceeds from private placement of common shares, value	$ 3,299	490,316		493,615
Stock based compensation related party, shares	4,500,000
Stock based compensation related party, value	$ 450	67,050		67,500
Stock based compensation, shares	250,000
Stock based compensation, value	$ 25	3,725		3,750
Net loss			(154,239)	(154,239)
Ending balance, shares at Aug. 31, 2021	40,433,399
Ending balance, value at Aug. 31, 2021	$ 4,043	$ 817,842	$ (461,334)	$ 360,551

Statements of Cash Flows

Statements of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
	Aug. 31, 2020	Aug. 31, 2021
Cash flows from operating activities
Net loss	$ (1,558)	$ (154,239)
Stock based compensation	0	71,250
Change in balance sheet accounts
Accounts payable	0	3,680
Accrued interest	1,558	2,948
Net cash provided by (used in) operating activities	0	(76,361)
Cash flows from investing activities
Purchase of fixed assets	0	(427,296)
Net cash used in investing activities	0	(427,296)
Cash flows from financing activities:
Private placements of common stock	0	493,615
Related party loans -net	0	226,849
Net cash provided by (used in) financing activities	0	720,464
Net increase (decrease) in cash and cash equivalents	0	216,807
Cash and cash equivalents at beginning of period	0	1,930
Cash and cash equivalents at end of period	1,930	218,737
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

1. Organization and Description

1. Organization and Description of Business	12 Months Ended
	Aug. 31, 2021
Accounting Policies [Abstract]
Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Bitmine Immersion Technologies Inc. f/k/a Sandy Springs Holdings, Inc. (“Bitmine” or the “Company”) is a Delaware Corporation that commenced operations on July 16, 2020. A predecessor to the Company was incorporated in the state of Nevada on August 16, 1995 as Interactive Lighting Showrooms, Inc. On June 30, 2004, the predecessor changed its name to Am/Tex Oil and Gas, Inc. On January 24, 2008, the predecessor changed its name to Critical Point Resources, Inc. On February 2, 2012, the predecessor changed its name to Renewable Energy Solution Systems, Inc. On May 18, 2012, the predecessor changed its name to RES Systems, Inc. On May 23, 2013, the predecessor changed its name back to Renewable Energy Solution Systems, Inc. On April 6, 2020, the predecessor redomiciled in the State of Delaware by merging with a Delaware subsidiary named RESS Merger Corp., which was the successor in the merger. Thereafter, effective July 15, 2020, the predecessor and the Company effected a holding company reorganization pursuant to Section 251(g) of the Delaware General Corporation Law under which RESS Merger Corp. merged with RESS of Delaware, Inc., a Delaware subsidiary of RESS Merger Corp., and all shareholders of RESS Merger Corp. received one share of common stock of the Company, another Delaware subsidiary of RESS Merger Corp., for each share that they previously held in RESS Merger Corp., and RESS of Delaware, Inc. (the successor in the merger with RESS Merger Corp.) becoming a subsidiary of the Company. Effective July 17, 2020, the Company divested RESS of Delaware, Inc. to Sterling Acquisitions I, Inc. (“Sterling”), which is owned by the chief executive officer of the Company, pursuant to an agreement under Sterling (i) purchased Fifty Thousand (50,000) common shares of the Company for an aggregate price of Ten Dollars ($10), and (ii) was issued Fifty Thousand (50,000) Class A Warrants at an aggregate price of Ten Dollars ($10), and (iii) Fifty Thousand (50,000) Class B Warrants at an aggregate price of Ten Dollars ($10). In addition, the Company agreed to pay a fee of $1,000 to Sterling to cover the expenses associated with the maintenance of RESS of Delaware, Inc. until such time as a certificate of dissolution is filed with the state of Delaware. On June 25, 2020, the Board of Directors and the shareholders of the Company approved a 1 for 40,000 reverse-split, with all fractional shares rounded up to the nearest whole share, and immediately after the completion of the reverse split, effected a 200 for 1 forward stock split. The net effect of the splits as a 1 for 200 reverse-split of the Company’s common shares. The stock splits were effective April 27, 2021. All share amounts herein have been adjusted to give effect to the stock splits. By a written consent dated July 16, 2021, holders of a majority of the Company’s issued and outstanding common stock approved a resolution to appoint Jonathan Bates, Raymond Mow, Michael Maloney and Seth Bayles to the board of directors of the Company, and to appoint Jonathan Bates as Chairman, Seth Bayles as Corporate Secretary, Raymond Mow as Chief Financial Officer, and Ryan Ramnath as Chief Operating Officer (collectively, the “New O&Ds”). Erik S. Nelson remained a director and the chief executive officer. At the same time, the shareholders approved the issuance of 32,994,999 shares of common stock in the Company’s offering of common stock at $0.015 per share, and the grant of 4,750,000 shares for services, which were valued at $0.015 per share. As a result of the foregoing stock issuances, the New O&Ds (or entities controlled by them) collectively acquired 24,893,877 shares of common stock, which represents 60.4% of the issued and outstanding shares as of December 1, 2021. The appointment of certain of the New O&Ds to the Company’s board, and issuance to the New O&Ds of a controlling interest in the Company, were made in order to enable the Company to enter the business of creating a hosting center for Bitcoin mining computers primarily utilizing immersion cooling technology, as well mining the Bitcoin digital currency for its own account. Prior to the change of control to the New O&Ds, the Company was a shell company. The Company’s year-end is August 31, 2021.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Aug. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Reverse Stock Split On June 25, 2020, the Board of Directors and the shareholders of the Company approved a 1 for 40,000 reverse-split and immediately after the completion of the reverse split, effected a 200 for 1 forward stock split. The net effect of the splits as a 1 for 200 reverse-split of the Company’s common shares (the “Reverse Split”). The stock splits were effective April 27, 2021. Accordingly, each 200 shares of the Company’s issued and outstanding common stock were converted into one share of common stock, without any change in the par value per share. No fractional shares of common stock were issued connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would have otherwise held a fractional share, the shareholder received, in lieu of the issuance of such fractional share, one whole share of common stock. In connection with the Reverse Split, the number of authorized shares of Company’s common stock remained unchanged following the Reverse Split, with no change in the par value thereof. Prior to the split there were 480,202,704 shares outstanding. Post-split there were 2,688,400 shares outstanding. The Company’s financial statements in this Report for the periods ended August 31, 2021 and August 31, 2020 and all references thereto have been retroactively adjusted to reflect the split unless specifically stated otherwise. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended August 31, 2021, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On August 31, 2021 and August 31, 2020, the Company’s cash equivalents totaled $218,737 and $1,930, respectively. Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years Equipment is not depreciated the asset is placed into service. As of August 31, 2021 the Company had $427,296 of equipment not in service. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not have any impact on our financial statements.

3. Notes Payable - Related Part

3. Notes Payable - Related Parties	12 Months Ended
	Aug. 31, 2021
Related Party Transactions [Abstract]
Notes Payable - Related Parties	NOTE 3 -NOTES PAYABLE RELATED PARTIES As of August 31, 2020, the Company has a demand promissory note carrying an interest rate of 24% due to Coral Investment Partners. The principal balance and interest due as of August 31, 2020, was $50,447 and $1,558, respectively. At the time, both the Company and Coral Investment Partners (“CIP”) were controlled by Erik Nelson. CIP made additional advances to the Company in 2021 to fund operating expenses. In July 2021 the Company paid off the full balance of the promissory note due to CIP in the amount $87,447 in principal and $19,475 in interest Company’s current liquidity is derived from a Line of Credit Agreement with Innovative Digital Investors Emerging Technology, L.P., a limited partnership controlled by Jonathan Bates, our Chairman, and Raymond Mow, our chief financial officer and a director. The Line of Credit Agreement was initially entered into on July 22, 2021 and was amended and restated in its entirety on August 4, 2021 and on September 29, 2021 (as amended and restated, the “LOC Agreement”). The LOC Agreement, as most recently amended, provides for loans of up to $2,500,000 at the request of the Company to finance the purchase of equipment necessary for the operation of the Company’s business. Loans under the LOC Agreement accrue interest at fifteen percent (15%) per annum, compounded on a 30/360 monthly basis until the loans have been repaid in full. The Company has the right to draw down funds under the LOC Agreement until December 31, 2021. The amount drawn, plus all accrued interest therein, is repayable in full on April 1, 2022. The principal amount due under the line of credit as of August 31, 2021 was $277,296.

4. Equity

4. Equity	12 Months Ended
	Aug. 31, 2021
Equity [Abstract]
Equity	NOTE 4 – EQUITY Stockholders’ Equity The Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $0.001. As of August 31, 2021 and 2020, there were 40,433,399 and 2,688,400 shares, issued and outstanding, respectively. During the fiscal year ended the Company issued 37,744,999 shares comprised of the following: · 155,000 shares were issued in a private placement at $0.01 per share, for gross proceeds of $1,550; · 32,799,999 shares were issued in a private placement at $0.015 per share, for gross proceeds of $492,000; · 4,500,000 shares were awarded to directors for services · 250,000 shares were awarded to a consultant for services Warrants As of August 31, 2021, the Company had 590,000 Class A Warrants and 590,000 Class B warrants outstanding. Both sets of warrants may be exercised on a cashless basis and are exercisable until August 5, 2024. The Class A Warrant have an exercise price of $2.00 per share, and the Class B Warrants have an exercise price of $5.00 per share.

5. Commitments and Contingencie

5. Commitments and Contingencies	12 Months Ended
	Aug. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company did not have any contractual commitments of August 31, 2021.

6. Subsequent Events

6. Subsequent Events	12 Months Ended
	Aug. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 6 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events The Company purchased $1,470,000 in additional equipment bringing the principal balance on its LOC Agreement as of December 1, 2021 to $1,747,296. In September 2021, the Company issued 575,000 shares of common stock as a deposit for the purchase of a company whose only asset is an application to open a webhosting facility. In November 2021, the Company issued 200,000 shares of common stock to an investment banker as compensation for investment banking services.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Aug. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP
Reverse Stock Split	Reverse Stock Split On June 25, 2020, the Board of Directors and the shareholders of the Company approved a 1 for 40,000 reverse-split and immediately after the completion of the reverse split, effected a 200 for 1 forward stock split. The net effect of the splits as a 1 for 200 reverse-split of the Company’s common shares (the “Reverse Split”). The stock splits were effective April 27, 2021. Accordingly, each 200 shares of the Company’s issued and outstanding common stock were converted into one share of common stock, without any change in the par value per share. No fractional shares of common stock were issued connection with the Reverse Split. If, as a result of the Reverse Split, a shareholder would have otherwise held a fractional share, the shareholder received, in lieu of the issuance of such fractional share, one whole share of common stock. In connection with the Reverse Split, the number of authorized shares of Company’s common stock remained unchanged following the Reverse Split, with no change in the par value thereof. Prior to the split there were 480,202,704 shares outstanding. Post-split there were 2,688,400 shares outstanding. The Company’s financial statements in this Report for the periods ended August 31, 2021 and August 31, 2020 and all references thereto have been retroactively adjusted to reflect the split unless specifically stated otherwise.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Revenue Recognition	Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended August 31, 2021, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On August 31, 2021 and August 31, 2020, the Company’s cash equivalents totaled $218,737 and $1,930, respectively.
Property and Equipment	Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years Equipment is not depreciated the asset is placed into service. As of August 31, 2021 the Company had $427,296 of equipment not in service.
Income taxes	Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Stock-based Compensation	Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Net Loss per Share	Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not have any impact on our financial statements.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Aug. 31, 2021
Accounting Policies [Abstract]
Schedule of estimated useful lives of property and equipment	The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years

1. Organization and Descripti_2

1. Organization and Description of Business (Details Narrative)	12 Months Ended
	Aug. 31, 2021
Accounting Policies [Abstract]
Reverse stock split	1 for 200 reverse-split

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies (Details)	12 Months Ended
	Aug. 31, 2021
Computers, software, and office equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives	1 - 5 years
Machinery and Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives	3 - 5 years
Vehicles [Member]
Property, Plant and Equipment, Estimated Useful Lives	5 years

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Jul. 15, 2020
Accounting Policies [Abstract]
Reverse stock split	1 for 200 reverse-split
Cash and cash equivalents	$ 218,737	$ 1,930	$ 0
Fixed assets -not in service	$ 427,296	$ 0

3. Notes Payable - Related Pa_2

3. Notes Payable - Related Parties (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
Related Party Transactions [Abstract]
Debt interest rate		24.00%
Note payable - related party		$ 50,447
Interest payable - related party		$ 1,558
Payment of promissory note	$ 87,447
Payment of interest	19,475
Line of credit maximum borrowing capacity	$ 2,500,000
Line of credit interest rate	15.00%
Line of credit balance	$ 277,296

4. Equity (Details Narrative)

4. Equity (Details Narrative) - USD ($)	2 Months Ended	12 Months Ended
	Aug. 31, 2020	Aug. 31, 2021
Stock issued in private placement, value	$ 0	$ 493,615
Director [Member]
Stock issued for services, shares		4,500,000
Consultant [Member]
Stock issued for services, shares		250,000
Private Placement [Member]
Share Price		$ 0.01
Stock issued in private placement, shares		155,000
Stock issued in private placement, value		$ 1,550
Private Placement [Member]
Share Price		$ 0.015
Stock issued in private placement, shares		32,799,999
Stock issued in private placement, value		$ 492,000
Class A Warrants [Member]
Warrants outstanding		590,000
Warrants exercisable date		Aug. 5, 2024
Warrant exercise price		$ 2
Class B Warrants [Member]
Warrants outstanding		590,000
Warrants exercisable date		Aug. 5, 2024
Warrant exercise price		$ 5

5. Commitments and Contingenc_2

5. Commitments and Contingencies (Details Narrative) - USD ($)	Aug. 31, 2021	Aug. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contract commitments	$ 0	$ 0