Cover
Cover - shares | 6 Months Ended | |
Feb. 29, 2024 | Apr. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 29, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 Tax Identification Number | 84-3986354 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2030 Powers Ferry Road SE | |
Entity Address, Address Line Two | Suite 212 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30339 | |
City Area Code | 404 | |
Local Phone Number | 816-8240 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,821,698 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 342,296 | $ 270,547 |
Prepaid expenses | 198,084 | 105,000 |
Cryptocurrency | 11,733 | 129,469 |
Notes receivable - short term | 731,472 | 0 |
Notes receivable related party-short term | 374,444 | 374,444 |
Total current assets | 1,658,028 | 879,460 |
Notes receivable - long term | 0 | 731,472 |
Notes receivable - related party long term | 468,056 | 655,277 |
Investment in joint venture | 867,247 | 987,429 |
Fixed assets, net | 2,145,364 | 495,702 |
Fixed assets - not in service | 2,711,142 | 4,453,466 |
Total assets | 7,849,837 | 8,202,805 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 403,739 | 74,904 |
Accrued interest - related party | 200,730 | 97,460 |
Loans payable - related party | 1,625,000 | 1,300,000 |
Bitcoin loan | 93,779 | 0 |
Derivative liability | 114,835 | 0 |
Deferred revenue - short-term | 86,193 | 86,193 |
Total current liabilities | 2,524,276 | 1,558,558 |
Deferred revenue long-term | 343,787 | 386,884 |
Total liabilities | 2,868,063 | 1,945,441 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Series A Preferred Stock, $0.0001 par value, 500,000 shares authorized, 453,966 and 453,966 shares issued and outstanding as of February 29, 2024 and August 31, 2023, respectively | 45 | 45 |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 49,821,698 and 49,665,649 shares issued and outstanding as of February 29, 2024 and August 31, 2023 respectively | 4,982 | 4,967 |
Additional paid-in capital | 11,738,635 | 11,183,720 |
Accumulated deficit | (6,761,889) | (4,931,367) |
Total stockholders' equity | 4,981,774 | 6,257,365 |
Total liabilities and equity | $ 7,849,837 | $ 8,202,805 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Feb. 29, 2024 | Aug. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 49,821,698 | 49,665,649 |
Common stock, shares outstanding | 49,821,698 | 49,665,649 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 453,966 | 453,966 |
Preferred stock, shares outstanding | 453,966 | 453,966 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Revenue from the sale of mining equipment | $ 20,471 | $ 51,564 | $ 190,192 | $ 124,364 |
Revenue from hosting | 10,116 | 0 | 21,980 | 0 |
Revenue from self-mining | 861,026 | 104,526 | 1,190,749 | 133,443 |
Total revenue | 891,613 | 156,090 | 1,402,921 | 257,807 |
Gross profit (loss) | 323,622 | 60,633 | 427,704 | 43,874 |
Operating expenses: | ||||
General and administrative expenses | 229,047 | 42,633 | 297,445 | 61,113 |
Depreciation | 235,370 | 88,213 | 457,901 | 147,265 |
Professional fees | 227,530 | 101,065 | 303,390 | 262,803 |
Related party compensation | 357,006 | 130,430 | 704,149 | 239,823 |
Impairment of fixed assets | 0 | 0 | 0 | 122,950 |
Realized gain from the sale of bitcoin | (76,591) | (12,761) | (76,591) | (12,761) |
Impairment of cryptocurrency | 0 | 0 | 0 | 3,523 |
Total operating expenses | 972,363 | 349,580 | 1,686,294 | 824,716 |
Income(loss) from operations | (648,741) | (288,947) | (1,258,590) | (780,842) |
Other income (expense) | ||||
Interest expense | (54,279) | (22,211) | (153,699) | (27,019) |
Loss on the extinguishment of debt | (183,670) | 0 | (221,208) | 0 |
Loss on investment | (68,559) | 0 | (111,773) | 0 |
Change in derivative liability | 37,777 | 0 | (114,835) | 0 |
Other income | 0 | 0 | 0 | 16,939 |
Interest income | 14,791 | 3,751 | 29,584 | 12,850 |
Other income (expense), net | (253,941) | (18,460) | (571,931) | 2,770 |
Net loss | $ (902,682) | $ (307,407) | $ (1,830,522) | $ (778,071) |
Basic earnings (loss) per common share | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.02) |
Diluted earnings (loss) per common share | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted-average number of common shares outstanding, Basic | 49,821,698 | 48,778,343 | 49,785,202 | 48,734,387 |
Weighted-average number of common shares outstanding, Diluted | 49,821,698 | 48,778,343 | 49,785,202 | 48,734,387 |
Sale Of Mining Equipment [Member] | ||||
Total revenue | $ 20,471 | $ 190,192 | $ 124,364 | |
Cost of Revenue | 0 | $ 1,500 | 180,891 | 44,580 |
Self Mining Cryptocurrency [Member] | ||||
Total revenue | 861,026 | 1,190,749 | 133,443 | |
Cost of Revenue | 556,849 | 93,957 | 779,791 | 169,352 |
Hosting Services [Member] | ||||
Total revenue | 10,116 | 21,980 | ||
Cost of Revenue | $ 11,142 | $ 0 | $ 14,534 | $ 0 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Aug. 31, 2022 | $ 45 | $ 4,861 | $ 9,865,865 | $ (2,466,566) | $ 7,404,205 |
Beginning balance, shares at Aug. 31, 2022 | 453,966 | 48,606,915 | |||
Common stock issued for services -related party | $ 7 | 31,422 | 31,429 | ||
Common stock issued for services -related party, shares | 71,429 | ||||
Common shares issued for services | $ 10 | 43,990 | 44,000 | ||
Common shares issued for services, shares | 100,000 | ||||
Net loss | (470,665) | (470,665) | |||
Ending balance, value at Nov. 30, 2022 | $ 45 | $ 4,878 | 9,941,277 | (2,937,231) | 7,008,969 |
Ending balance, shares at Nov. 30, 2022 | 453,966 | 48,778,344 | |||
Beginning balance, value at Aug. 31, 2022 | $ 45 | $ 4,861 | 9,865,865 | (2,466,566) | 7,404,205 |
Beginning balance, shares at Aug. 31, 2022 | 453,966 | 48,606,915 | |||
Net loss | (778,071) | ||||
Ending balance, value at Feb. 28, 2023 | $ 45 | $ 4,885 | 9,991,055 | (3,244,638) | 6,751,348 |
Ending balance, shares at Feb. 28, 2023 | 453,966 | 48,848,767 | |||
Beginning balance, value at Nov. 30, 2022 | $ 45 | $ 4,878 | 9,941,277 | (2,937,231) | 7,008,969 |
Beginning balance, shares at Nov. 30, 2022 | 453,966 | 48,778,344 | |||
Common stock issued for services -related party | $ 7 | 49,778 | 49,785 | ||
Common stock issued for services -related party, shares | 70,423 | ||||
Net loss | (307,407) | (307,407) | |||
Ending balance, value at Feb. 28, 2023 | $ 45 | $ 4,885 | 9,991,055 | (3,244,638) | 6,751,348 |
Ending balance, shares at Feb. 28, 2023 | 453,966 | 48,848,767 | |||
Beginning balance, value at Aug. 31, 2023 | $ 45 | $ 4,967 | 11,183,720 | (4,931,367) | 6,257,365 |
Beginning balance, shares at Aug. 31, 2023 | 453,966 | 49,665,649 | |||
Stock based compensation -related parties | $ 8 | 277,458 | 277,466 | ||
Stock based compensation -related parties, shares | 83,056 | ||||
Net loss | (927,840) | (927,840) | |||
Ending balance, value at Nov. 30, 2023 | $ 45 | $ 4,975 | 11,461,178 | (5,859,207) | 5,606,991 |
Ending balance, shares at Nov. 30, 2023 | 453,966 | 49,748,705 | |||
Beginning balance, value at Aug. 31, 2023 | $ 45 | $ 4,967 | 11,183,720 | (4,931,367) | 6,257,365 |
Beginning balance, shares at Aug. 31, 2023 | 453,966 | 49,665,649 | |||
Net loss | (1,830,522) | ||||
Ending balance, value at Feb. 29, 2024 | $ 45 | $ 4,982 | 11,738,635 | (6,761,889) | 4,981,774 |
Ending balance, shares at Feb. 29, 2024 | 453,966 | 49,821,698 | |||
Beginning balance, value at Nov. 30, 2023 | $ 45 | $ 4,975 | 11,461,178 | (5,859,207) | 5,606,991 |
Beginning balance, shares at Nov. 30, 2023 | 453,966 | 49,748,705 | |||
Stock based compensation -related parties | $ 7 | 277,458 | 277,465 | ||
Stock based compensation -related parties, shares | 72,993 | ||||
Net loss | (902,682) | (902,682) | |||
Ending balance, value at Feb. 29, 2024 | $ 45 | $ 4,982 | $ 11,738,635 | $ (6,761,889) | $ 4,981,774 |
Ending balance, shares at Feb. 29, 2024 | 453,966 | 49,821,698 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (1,830,522) | $ (778,071) |
Stock based compensation | 554,931 | 125,214 |
Depreciation | 457,901 | 147,265 |
Loss on the sale of equipment | 31,641 | 0 |
Change in derivative liability | 114,835 | 0 |
Loss on investment | 111,773 | 0 |
Change in balance sheet accounts | ||
Impairment of fixed assets | 0 | 122,950 |
Cryptocurrencies | (128,010) | (14,627) |
Notes receivable | 187,221 | (71,714) |
Prepaid expenses | (93,084) | 0 |
Accounts payable and accrued expenses | 328,835 | (41,134) |
Deferred revenue | (43,096) | 30,938 |
Accrued interest - related party | 103,270 | 27,019 |
Net cash (used in) operating activities | (204,304) | (452,160) |
Cash flows from investing activities | ||
Return of capital on joint venture | 8,408 | 0 |
Purchase of fixed assets | (57,355) | (469,843) |
Net cash (used in) investing activities | (48,946) | (469,843) |
Cash flows from financing activities: | ||
Related party loans - net | 325,000 | 800,000 |
Net cash provided by financing activities | 325,000 | 800,000 |
Net increase (decrease) in cash and cash equivalents | 71,749 | (122,003) |
Cash and cash equivalents at beginning of period | 270,547 | 392,550 |
Cash and cash equivalents at end of period | 342,296 | 270,547 |
Supplemental disclosure of non-cash financing activity | ||
Proceeds received from Bitcoin loan | 577,934 | 0 |
Repayment of bitcoin loan in bitcoin | 484,156 | 0 |
Purchase of equipment with bitcoin | 339,525 | 0 |
Sale of fixed assets for note receivable | 0 | 613,514 |
Property contributed to joint venture | $ 0 | $ 987,249 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 29, 2024 | Nov. 30, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) Attributable to Parent | $ (902,682) | $ (927,840) | $ (307,407) | $ (470,665) | $ (1,830,522) | $ (778,071) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Feb. 29, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES | 6 Months Ended |
Feb. 29, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES About Bitmine Immersion Technologies, Inc. Bitmine Immersion Technologies Inc. f/k/a Sandy Springs Holdings, Inc. (“ Bitmine Company 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 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. During the fiscal year ended August 31, 2022, the Company began implementing its business plan by generating revenue from the mining of Bitcoin digital currency, hosting a third party Bitcoin miner and the sale of mining equipment. The Company’s year-end is August 31st. Basis of Presentation The foregoing unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC The preparation of condensed financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the condensed financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the six months ended February 29, 2024, are not necessarily indicative of the results that may be expected for the year ending August 31, 2024. Management’s Representation of Interim Condensed Financial Statements The accompanying unaudited condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Use of Estimates The preparation of condensed 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 condensed financial statements. The most significant estimates relate to the calculation of stock-based compensation, calculation of the Company’s derivative liability, useful lives and impairment of fixed assets, 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 condensed 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. There have been no material changes to the Company’s accounting estimates since the Company’s condensed financial statements for the fiscal year ended August 31, 2023. Segment Reporting The Company operates in one segment - the cryptocurrency mining industry. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. All material Company operations qualify for aggregation due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. 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. Revenues from digital currency mining The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer; · Step 2: Identify the performance obligations in the contract; · Step 3: Determine the transaction price; · Step 4: Allocate the transaction price to the performance obligations in the contract; and · Step 5: Recognize revenue when the Company satisfies a performance obligation. Step 1: Step 2 · The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and · The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). Based on these criteria, the Company has a single performance obligation in providing hash calculation services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of hash calculation services is fulfilled daily over-time, as opposed to a point in time, because the Company provides the hashrate throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. The Company has full control of the mining equipment utilized in the mining pool and if the Company determines it will increase or decrease the processing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the hash calculation services provided to the customer will be reduced. Step 3 The transaction consideration the Company earns is all variable since it is dependent on the daily hash calculation services provided by the Company, as well as other factors outside the control of the Company, such as the difficulty index of the bitcoin network. The Company’s bitcoins earned through the contractual payout formula is not known until the Company’s computational hashrate contributed over the daily measurement period is fulfilled over-time daily between midnight-to-midnight UTC time. The Company’s expected amount of the global network transaction fee rewards earned are calculated at the end of each transactional day (midnight to midnight UTC time). There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items. The Company fully constrains all variable consideration as a result of ASC 606-10-32-11 and 12 because the amount of consideration is highly susceptible to factors outside of our control as defined by the Company’s customer’s payout methodology. The variable consideration is constrained until the Company receives confirmation of the amount, usually via settlement of the fractional share of block reward and transaction fee in the Company’s digital wallet (i.e., at that point, the variability is resolved and there is no longer the reasonable possibility of significant reversal of revenue). Before settlement occurs, estimation of the variable consideration to which the Company is entitled, which depends on inputs unknowable to the Company, carries the risk of a significant revenue reversal from mis-estimation. Settlement of consideration typically occurs within 24 hours after the end of each day. Step 4 Step 5 In exchange for providing hash calculation services, the Company is entitled to the expected bitcoin awards earned over the measurement period, plus the expected global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period. The transaction consideration the Company receives is non-cash consideration, in the form of bitcoin. The Company measures the bitcoin at the closing U.S. dollar spot rate at the end of the date earned (midnight UTC). However, this accounting convention does not result in materially different revenue recognition from using the fair value of the bitcoin earned at contract inception and has been consistently applied in all periods presented. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations. During the six months ending February 29, 2024, the Company utilized one mining pool for its self-mining operations, which charges 0.3% of the bitcoin payable to the Company as a pool management fee. During the three and six months ending February 29, 2024, the Company generated $ 861,026 1,190,749 Revenues from Hosting The Company provides energized space to customers who locate their equipment within the Company’s co-hosting facility. The equipment generating the hosting revenue is owned by the customer. The Company gives hosting customers the option of having all mining proceeds paid into a cold wallet address in the Company’s name, which case the Company pays the hosting client its share of mining awards on a daily basis, or having all mining awards sent to an account of the customer, in which case the Company bills the customer monthly for any hosting fee that is contingent on the amount of the client’s award. All performance obligations are achieved simultaneously by providing the hosting environment for the customers’ operations. Hosting revenues consist of amounts billed in U.S. dollars for electricity and other fees, and a percentage of cryptocurrency generated by the client’s hosting activities. With regard to hosting revenues that are billed in U.S. dollars, revenues are recorded at the time of invoicing. With regard to hosting revenues that are based on a percentage of cryptocurrency generated by the customer, revenues are recorded based on the Company’s share of cryptocurrency received from the mining pool on the date of receipt or invoicing. During the three and six months ending February 29, 2024, the Company generated $ 10,116 21,980 Revenues from the sale of mining equipment The Company records revenue from the resale of mining equipment it has purchased. Revenue for the sale of mining equipment is recognized under the guidelines of ASC 606. During the three and six months ending February 29, 2024, the Company generated $ 20,471 190,192 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 February 29, 2024, and August 31, 2023, respectively, the Company’s cash equivalents totaled $ 342,296 270,547 Cryptocurrency Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment quarterly, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses, if the price of cryptocurrency increases, is not permitted. During the three and six months ending February 29, 2024, the Company realized gains of $ 76,591 76,591 Cryptocurrency earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital currencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the moving weighted average method of accounting. The Company holds its cryptocurrencies in an account at Bitgo Trust (“Bitgo”), a well-known Bitcoin custodian, which it also uses to liquidate its Bitcoin when necessary. The Company also has an account with Gemini Trust Company, LLC, which is a qualified custodian regulated by the New York Department of Financial Services as a backup facility, and may hold Bitcoin from time to time in a cold storage wallet. The Company uses Bitgo’s multi-signature feature for account access. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” 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 period. 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. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other GAAP. After all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. We do not have any liability classified warrants as of any period presented. Property and equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all other property and equipment are as follows: Schedule of useful lives of assets Life (Years) Miners and mining equipment 2 Machinery and equipment 5 7 Office and computer equipment 3 No depreciation is recorded on an asset until it is placed in service. Due to the nature of the equipment, it can only be placed in service when the hosting site is properly configured to turn on the machines. As of February 29, 2024, and August 31, 2023, the Company had $ 2,711,142 4,453,466 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 condensed financial statements. In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which requires entities that hold crypto assets on behalf of platform users to recognize a liability to reflect the entity’s obligation to safeguard the crypto assets held for its platform users, whether directly or through an agent or another third party acting on its behalf, along with a corresponding safeguarding asset. Both the liability and corresponding safeguarding asset shall be measured at fair value. SAB 121 also requires disclosure of the nature and amount of crypto assets being safeguarded, how the fair value is determined, an entity’s accounting policy for safeguarding liabilities and corresponding safeguarding assets, and may require disclosure of other information about risks and uncertainties arising from the entity’s safeguarding activities. The Company is not in the business of holding its customer’s crypto assets for safekeeping. For crypto assets that are not maintained on our platform and for which the Company does not maintain a private key or the ability to recover a customer’s private key, these balances are not recorded, as there is no related safeguarding obligation in accordance with SAB 121. This guidance is effective from the first interim period after June 15, 2022 and should be applied retrospectively. We adopted SAB 121 during the three months ended August 31, 2023, and it did not have any impact on our condensed financial statements. |
CRYPTOCURRENCIES
CRYPTOCURRENCIES | 6 Months Ended |
Feb. 29, 2024 | |
Cryptocurrencies | |
CRYPTOCURRENCIES | NOTE 2 – CRYPTOCURRENCIES The following table presents additional dollar and unit information (each bitcoin represents one unit) about the Company’s bitcoin activity for the six months ended February 29, 2024: Schedule of Cryptocurrencies Beginning balance – August 31, 2023 $ 129,469 5.0 Revenue received from mining and hosting 1,212,729 29.9 Loan proceeds received in cryptocurrency 527,506 19.0 Purchase of equipment with cryptocurrency (339,525 ) (12.2 ) Payments of loan with cryptocurrency (705,363 ) (17.4 ) Cash proceeds from the sale of cryptocurrency, net of fees (783,257 ) (20.6 ) Cryptocurrency used to pay expenses and to purchase equipment (106,417 ) (3.5 ) Realized gain from the sale of bitcoin 76,591 – Ending balance – February 29, 2024 $ 11,733 0.2 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Feb. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues: Schedule of disaggregation of revenue Six Months Ended February 29, 2024 2023 Revenues from the sale of mining equipment - net $ 190,192 $ 124,364 Revenue from hosting, net 21,980 – Revenue from self-mining 1,190,749 133,443 Total revenue $ 1,402,921 $ 257,807 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Feb. 29, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at February 29, 2024 and August 31, 2023: Schedule of property and equipment February 29, 2024 August 31, 2023 Cost Accumulated Net Book Cost Accumulated Net Book Equipment $ 3,073,969 $ (928,605 ) $ 2,145,364 $ 966,407 $ (470,705 ) $ 495,702 Equipment not in service 2,711,142 – 2,711,142 4,453,466 – 4,453,466 Total fixed assets $ 5,785,111 $ (928,605 ) $ 4,856,506 $ 5,419,873 $ (470,705 ) $ 4,949,168 Equipment not in service as of February 29, 2024 was comprised of the following: Schedule of equipment not in service Transformers $ 1,625,000 Immersion containers and fluid 1,086,142 Total $ 2,711,142 For the six months ended February 29, 2024 and 2023, the Company recorded $ 457,901 147,265 Of equipment not in service at August 31, 2023, during the six months ended February 29, 2024, the Company: · placed $ 1,436,433 · placed $ 125,000 · sold 100 S19 Pro+/117/220 to Luxor for $ 149,250 180,891 31,641 On October 4, 2023, the Company purchased 1,050 488,775 As of February 29, 2024 the equipment not in service was solely comprised of 4 immersion containers, immersion fluid and 14 transformers. |
INVESTMENTS AND NOTES RECEIVABL
INVESTMENTS AND NOTES RECEIVABLE | 6 Months Ended |
Feb. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
INVESTMENTS AND NOTES RECEIVABLE | NOTE 5 – INVESTMENTS AND NOTES RECEIVABLE Policy on Doubtful Accounts We evaluate notes receivable for impairment under the guidelines of ASC 310-10-35-41. We establish an allowance for doubtful accounts when we determine that collectability of the note is in question. Investment In October 2022, we entered into a joint venture arrangement with ROC Digital Mining to jointly develop and operate a Bitcoin mining operation in Pecos, Texas. Under the joint venture, we contributed one immersion container, six transformers and cash with a value of $ 987,429 240 4,400 1,200,000 5 As of February 29, 2024 the joint venture arrangement was classified as a long term asset on the Company’s balance sheet with a value of $ 867,247 111,773 8,408 Notes Receivable Notes receivable consist of notes received as partial consideration for the sale of mining equipment, and are collateralized by the mining equipment that was the subject of the sale. As of February 29, 2024 and August 31, 2023, notes receivable consist of the following: Schedule of notes receivable As of As of Note receivable with an amended principal amount of $ 731,472 5.0 $ 731,472 $ 731,472 Note receivable in original principal amount of $ 1,200,000 5.0 842,500 1,029,721 Total 1,573,972 1,761,193 Less: Non-current portion (468,056 ) (1,386,749 ) Notes receivable – short-term $ 1,105,916 $ 374,444 As of February 29, 2024 and August 31, 2023 the balance of notes receivable was $ 1,573,972 1,761,193 29,584 |
RELATED PARTY LOANS PAYABLE
RELATED PARTY LOANS PAYABLE | 6 Months Ended |
Feb. 29, 2024 | |
Debt Disclosure [Abstract] | |
RELATED PARTY LOANS PAYABLE | NOTE 6 – RELATED PARTY LOANS PAYABLE On October 19, 2022, the Company entered into a Line of Credit Agreement (the “2022 LOC Agreement”) with Innovative Digital Investors Emerging Technology, L.P. (“IDI), a limited partnership controlled by Jonathan Bates, the Company’s Chairman, and Raymond Mow, the Company’s Chief Financial Officer and a Director. The 2022 LOC Agreement provided for loans of up to $ 1,000,000 12 Effective May 13, 2023, the Company and IDI amended the 2022 LOC Agreement to increase the amount that the Company may borrow thereunder to $1,750,000, extended the date by which the Company could borrow funds thereunder to December 1, 2023, and extended the maturity date to December 1, 2024. Simultaneous with the extension, the Company borrowed an additional $500,000, primarily to fund the purchase of ASIC miners. As of February 29, 2024, the amount of principal and interest due to related party was $ 1,625,000 200,730 1,300,000 97,460 |
BITCOIN LOAN AND DERIVATIVE LIA
BITCOIN LOAN AND DERIVATIVE LIABILITY | 6 Months Ended |
Feb. 29, 2024 | |
Bitcoin Loan And Derivative Liability | |
BITCOIN LOAN AND DERIVATIVE LIABILITY | NOTE 7 – BITCOIN LOAN AND DERIVATIVE LIABILITY On October 4, 2023, the Company purchased 1,050 488,775 149,250 31,641 The remaining purchase price of $339,525 was financed via a forward sale of future Bitcoin production with Luxor via a hashrate derivatives contract (“Luxor Bitcoin Financing”, or “LBF”). Under the terms of the LBF, on October 4, 2023 the Company received 18.97542 Bitcoin valued at $27,799.39, each or a total of $527,505.19 in Bitcoin. In return the Company agreed to pay back Luxor 20.78946 Bitcoin in daily increments from bitcoin production generated by the 1,050 ASIC miners. The Bitcoin loan is due no later than April 1, 2024 and cannot be repaid in cash. The repayment must be in Bitcoin. As of February 29, 2024 the Company had repaid 17.4160392 Bitcoin and recorded a loss of $ 221,208 50,429 3.3734208 Schedule of assumptions for bitcoin to be delivered variables Price of Bitcoin on February 29, 2024 $ 61,179.58 Volatility 29.30 Term in days 180 Dividend rate -0- Treasury bill rate 4.87% Derivative liability calculation using the variables above was $ 114,835 On February 29, 2024 the Company had a Bitcoin loan balance due of $ 93,779 114,835 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Feb. 29, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Stockholders’ Equity The Company is authorized to issue 500,000,000 0.0001 20,000,000 0.0001 49,821,698 49,665,649 Series A Convertible Preferred Stock As of February 29, 2024 and August 31, 2023, our board of directors had authorized the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 500,000 453,966 Dividends Liquidation Preference 10 Voting Rights Directors Voluntary Conversion Rights 0.575 Rank Redemption by Company Redemption by the Holders 30 2 10,000 Redemption on Fundamental Transaction Right to Participate in Future Fundings Anti-Dilution Protection Issuance of Shares During the six months ended February 29, 2024, the Company issued the following shares: · 72,993 32,117 · 83,056 36,545 The Company estimates the fair value of stock-based compensation 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). The Company attributes compensation to expense using the straight-line method. Since the Company’s common stock is thinly traded, the Company utilizes the value, or an estimate thereof, paid by third parties for common stock in arms-length transactions with the Company. In particular, the Company used the estimated fair value of its common stock derived from a Unit Offering completed in June 2022. Under the Unit Offering, the Company issued investors Units consisting of one share of common stock, one Class C-1 Warrant and one Class C-2 Warrants for $1.25 per Unit. The value of the Class C-1 and 2 Warrants were deducted from the Unit price to determine the fair value of the common stock included in the Units. The Class C-1 and 2 Warrants were valued under the Black-Scholes method using the following assumptions: volatility 223.30%; annual rate of quarterly dividends 0%; term 3 years; treasury bill rate 0.4%. Warrants As of February 29, 2024, and August 31, 2023, the Company had the following warrants outstanding: Schedule of warrants outstanding Class Amount Outstanding Exercise Price Expiration Date Class A Warrants 590,000 $ 2.00 August 5, 2024 Class B Warrants 590,000 $ 5.00 August 5, 2024 Class C-1 Warrants 4,147,600 $ 2.00 January 15, 2025 Class C-2 Warrants 4,147,600 $ 4.00 January 15, 2025 Class C-3 Warrants 25,600 $ 1.25 June 27, 2027 Total 9,500,800 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Feb. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES As of February 29, 2024 and August 31, 2023, the Company had no contractual commitments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 29, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In March 2024, the Company repaid the Luxor Bitcoin Financing in full (see Note 7). On March 6, 2024, the Company entered into a Machine Lease Agreement (the “Machine Lease”) with Luxor Technology Corporation (“LTC”). Under the Machine Lease, the Company leased 777 S-19 miners from LTC commencing March 8, 2024 and ending immediately prior to the next halving event for bitcoin, which is expected to occur in April 2024. The Company paid LTC 1.75 bitcoin upon entry into the Machine Lease and pays LTC 70% of all bitcoin mined during the lease term as rental payments. LTC is obligated to pay for all insurance on the units, repair and maintenance of the units, hosting fees, electricity costs, and any taxes assessed against the units. In April 2024, the Company agreed to extend the maturity date of a note receivable in the principal amount $731,472 from August 31, 2024 to December 31, 2024. At the same time, the Company agreed to extend a hosting agreement with the note obligor to December 31, 2024. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Policies) | 6 Months Ended |
Feb. 29, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The foregoing unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC The preparation of condensed financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the condensed financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the six months ended February 29, 2024, are not necessarily indicative of the results that may be expected for the year ending August 31, 2024. |
Management’s Representation of Interim Condensed Financial Statements | Management’s Representation of Interim Condensed Financial Statements The accompanying unaudited condensed financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed financial statements. The most significant estimates relate to the calculation of stock-based compensation, calculation of the Company’s derivative liability, useful lives and impairment of fixed assets, 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 condensed 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. There have been no material changes to the Company’s accounting estimates since the Company’s condensed financial statements for the fiscal year ended August 31, 2023. |
Segment Reporting | Segment Reporting The Company operates in one segment - the cryptocurrency mining industry. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. All material Company operations qualify for aggregation due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. |
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. |
Revenues from digital currency mining | Revenues from digital currency mining The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer; · Step 2: Identify the performance obligations in the contract; · Step 3: Determine the transaction price; · Step 4: Allocate the transaction price to the performance obligations in the contract; and · Step 5: Recognize revenue when the Company satisfies a performance obligation. Step 1: Step 2 · The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and · The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). Based on these criteria, the Company has a single performance obligation in providing hash calculation services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of hash calculation services is fulfilled daily over-time, as opposed to a point in time, because the Company provides the hashrate throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. The Company has full control of the mining equipment utilized in the mining pool and if the Company determines it will increase or decrease the processing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the hash calculation services provided to the customer will be reduced. Step 3 The transaction consideration the Company earns is all variable since it is dependent on the daily hash calculation services provided by the Company, as well as other factors outside the control of the Company, such as the difficulty index of the bitcoin network. The Company’s bitcoins earned through the contractual payout formula is not known until the Company’s computational hashrate contributed over the daily measurement period is fulfilled over-time daily between midnight-to-midnight UTC time. The Company’s expected amount of the global network transaction fee rewards earned are calculated at the end of each transactional day (midnight to midnight UTC time). There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items. The Company fully constrains all variable consideration as a result of ASC 606-10-32-11 and 12 because the amount of consideration is highly susceptible to factors outside of our control as defined by the Company’s customer’s payout methodology. The variable consideration is constrained until the Company receives confirmation of the amount, usually via settlement of the fractional share of block reward and transaction fee in the Company’s digital wallet (i.e., at that point, the variability is resolved and there is no longer the reasonable possibility of significant reversal of revenue). Before settlement occurs, estimation of the variable consideration to which the Company is entitled, which depends on inputs unknowable to the Company, carries the risk of a significant revenue reversal from mis-estimation. Settlement of consideration typically occurs within 24 hours after the end of each day. Step 4 Step 5 In exchange for providing hash calculation services, the Company is entitled to the expected bitcoin awards earned over the measurement period, plus the expected global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period. The transaction consideration the Company receives is non-cash consideration, in the form of bitcoin. The Company measures the bitcoin at the closing U.S. dollar spot rate at the end of the date earned (midnight UTC). However, this accounting convention does not result in materially different revenue recognition from using the fair value of the bitcoin earned at contract inception and has been consistently applied in all periods presented. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations. During the six months ending February 29, 2024, the Company utilized one mining pool for its self-mining operations, which charges 0.3% of the bitcoin payable to the Company as a pool management fee. During the three and six months ending February 29, 2024, the Company generated $ 861,026 1,190,749 |
Revenues from Hosting | Revenues from Hosting The Company provides energized space to customers who locate their equipment within the Company’s co-hosting facility. The equipment generating the hosting revenue is owned by the customer. The Company gives hosting customers the option of having all mining proceeds paid into a cold wallet address in the Company’s name, which case the Company pays the hosting client its share of mining awards on a daily basis, or having all mining awards sent to an account of the customer, in which case the Company bills the customer monthly for any hosting fee that is contingent on the amount of the client’s award. All performance obligations are achieved simultaneously by providing the hosting environment for the customers’ operations. Hosting revenues consist of amounts billed in U.S. dollars for electricity and other fees, and a percentage of cryptocurrency generated by the client’s hosting activities. With regard to hosting revenues that are billed in U.S. dollars, revenues are recorded at the time of invoicing. With regard to hosting revenues that are based on a percentage of cryptocurrency generated by the customer, revenues are recorded based on the Company’s share of cryptocurrency received from the mining pool on the date of receipt or invoicing. During the three and six months ending February 29, 2024, the Company generated $ 10,116 21,980 |
Revenues from the sale of mining equipment | Revenues from the sale of mining equipment The Company records revenue from the resale of mining equipment it has purchased. Revenue for the sale of mining equipment is recognized under the guidelines of ASC 606. During the three and six months ending February 29, 2024, the Company generated $ 20,471 190,192 |
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 February 29, 2024, and August 31, 2023, respectively, the Company’s cash equivalents totaled $ 342,296 270,547 |
Cryptocurrency | Cryptocurrency Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment quarterly, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses, if the price of cryptocurrency increases, is not permitted. During the three and six months ending February 29, 2024, the Company realized gains of $ 76,591 76,591 Cryptocurrency earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital currencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the moving weighted average method of accounting. The Company holds its cryptocurrencies in an account at Bitgo Trust (“Bitgo”), a well-known Bitcoin custodian, which it also uses to liquidate its Bitcoin when necessary. The Company also has an account with Gemini Trust Company, LLC, which is a qualified custodian regulated by the New York Department of Financial Services as a backup facility, and may hold Bitcoin from time to time in a cold storage wallet. The Company uses Bitgo’s multi-signature feature for account access. |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” |
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 period. 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. |
Stock Purchase Warrants | Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other GAAP. After all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. We do not have any liability classified warrants as of any period presented. |
Property and equipment | Property and equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all other property and equipment are as follows: Schedule of useful lives of assets Life (Years) Miners and mining equipment 2 Machinery and equipment 5 7 Office and computer equipment 3 No depreciation is recorded on an asset until it is placed in service. Due to the nature of the equipment, it can only be placed in service when the hosting site is properly configured to turn on the machines. As of February 29, 2024, and August 31, 2023, the Company had $ 2,711,142 4,453,466 |
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 condensed financial statements. In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which requires entities that hold crypto assets on behalf of platform users to recognize a liability to reflect the entity’s obligation to safeguard the crypto assets held for its platform users, whether directly or through an agent or another third party acting on its behalf, along with a corresponding safeguarding asset. Both the liability and corresponding safeguarding asset shall be measured at fair value. SAB 121 also requires disclosure of the nature and amount of crypto assets being safeguarded, how the fair value is determined, an entity’s accounting policy for safeguarding liabilities and corresponding safeguarding assets, and may require disclosure of other information about risks and uncertainties arising from the entity’s safeguarding activities. The Company is not in the business of holding its customer’s crypto assets for safekeeping. For crypto assets that are not maintained on our platform and for which the Company does not maintain a private key or the ability to recover a customer’s private key, these balances are not recorded, as there is no related safeguarding obligation in accordance with SAB 121. This guidance is effective from the first interim period after June 15, 2022 and should be applied retrospectively. We adopted SAB 121 during the three months ended August 31, 2023, and it did not have any impact on our condensed financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of assets | Schedule of useful lives of assets Life (Years) Miners and mining equipment 2 Machinery and equipment 5 7 Office and computer equipment 3 |
CRYPTOCURRENCIES (Tables)
CRYPTOCURRENCIES (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Cryptocurrencies | |
Schedule of Cryptocurrencies | Schedule of Cryptocurrencies Beginning balance – August 31, 2023 $ 129,469 5.0 Revenue received from mining and hosting 1,212,729 29.9 Loan proceeds received in cryptocurrency 527,506 19.0 Purchase of equipment with cryptocurrency (339,525 ) (12.2 ) Payments of loan with cryptocurrency (705,363 ) (17.4 ) Cash proceeds from the sale of cryptocurrency, net of fees (783,257 ) (20.6 ) Cryptocurrency used to pay expenses and to purchase equipment (106,417 ) (3.5 ) Realized gain from the sale of bitcoin 76,591 – Ending balance – February 29, 2024 $ 11,733 0.2 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Schedule of disaggregation of revenue Six Months Ended February 29, 2024 2023 Revenues from the sale of mining equipment - net $ 190,192 $ 124,364 Revenue from hosting, net 21,980 – Revenue from self-mining 1,190,749 133,443 Total revenue $ 1,402,921 $ 257,807 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment February 29, 2024 August 31, 2023 Cost Accumulated Net Book Cost Accumulated Net Book Equipment $ 3,073,969 $ (928,605 ) $ 2,145,364 $ 966,407 $ (470,705 ) $ 495,702 Equipment not in service 2,711,142 – 2,711,142 4,453,466 – 4,453,466 Total fixed assets $ 5,785,111 $ (928,605 ) $ 4,856,506 $ 5,419,873 $ (470,705 ) $ 4,949,168 |
Schedule of equipment not in service | Schedule of equipment not in service Transformers $ 1,625,000 Immersion containers and fluid 1,086,142 Total $ 2,711,142 |
INVESTMENTS AND NOTES RECEIVA_2
INVESTMENTS AND NOTES RECEIVABLE (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of notes receivable | Schedule of notes receivable As of As of Note receivable with an amended principal amount of $ 731,472 5.0 $ 731,472 $ 731,472 Note receivable in original principal amount of $ 1,200,000 5.0 842,500 1,029,721 Total 1,573,972 1,761,193 Less: Non-current portion (468,056 ) (1,386,749 ) Notes receivable – short-term $ 1,105,916 $ 374,444 |
BITCOIN LOAN AND DERIVATIVE L_2
BITCOIN LOAN AND DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Bitcoin Loan And Derivative Liability | |
Schedule of assumptions for bitcoin to be delivered variables | Schedule of assumptions for bitcoin to be delivered variables Price of Bitcoin on February 29, 2024 $ 61,179.58 Volatility 29.30 Term in days 180 Dividend rate -0- Treasury bill rate 4.87% |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Feb. 29, 2024 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Class Amount Outstanding Exercise Price Expiration Date Class A Warrants 590,000 $ 2.00 August 5, 2024 Class B Warrants 590,000 $ 5.00 August 5, 2024 Class C-1 Warrants 4,147,600 $ 2.00 January 15, 2025 Class C-2 Warrants 4,147,600 $ 4.00 January 15, 2025 Class C-3 Warrants 25,600 $ 1.25 June 27, 2027 Total 9,500,800 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Details) | Feb. 29, 2024 |
Miners And Mining Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Office and Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | |
Product Information [Line Items] | |||||
Revenues | $ 891,613 | $ 156,090 | $ 1,402,921 | $ 257,807 | |
Cash equivalents | 342,296 | 342,296 | $ 270,547 | ||
Realized gain from sale of cryptocurrency | 76,591 | $ 12,761 | 76,591 | 12,761 | |
Fixed assets and not service | 2,711,142 | 2,711,142 | $ 4,453,466 | ||
Self Mining Cryptocurrency [Member] | |||||
Product Information [Line Items] | |||||
Revenues | 861,026 | 1,190,749 | 133,443 | ||
Hosting Services [Member] | |||||
Product Information [Line Items] | |||||
Revenues | 10,116 | 21,980 | |||
Sale Of Mining Equipment [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 20,471 | $ 190,192 | $ 124,364 |
CRYPTOCURRENCIES (Details)
CRYPTOCURRENCIES (Details) | 6 Months Ended | |
Feb. 29, 2024 USD ($) Decimal | Aug. 31, 2023 USD ($) Decimal | |
Platform Operator, Crypto-Asset [Line Items] | ||
Cryptocurrency, balance | $ | $ 11,733 | $ 129,469 |
Crypto units, balance | 0.2 | 5 |
Revenues From Mining And Hosting [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Crypto asset addition, in units | 29.9 | |
Loan Proceeds [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Crypto asset addition, in units | 19 | |
Purchase Of Equipment [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Crypto asset reduction, in units | (12.2) | |
Repayment Of Loan [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Crypto asset reduction, in units | (17.4) | |
Sale Of Cryptocurrency [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Sale of cryptocurrency, in units | (20.6) | |
Payment For Expenses And Equipment [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Payment for services, in units | (3.5) | |
Sale Of Bitcoin [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Crypto asset realized gain, in units | 0 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 891,613 | $ 156,090 | $ 1,402,921 | $ 257,807 |
Sale Of Mining Equipment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 20,471 | 190,192 | 124,364 | |
Hosting Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,116 | 21,980 | ||
Self Mining Cryptocurrency [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 861,026 | $ 1,190,749 | $ 133,443 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details - Schedule of property) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3,073,969 | $ 966,407 |
Accumulated depreciation | (928,605) | (470,705) |
Net Book Value | 2,145,364 | 495,702 |
Equipment Not In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,711,142 | 4,453,466 |
Accumulated depreciation | 0 | 0 |
Net Book Value | 2,711,142 | 4,453,466 |
Fixed Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,785,111 | 5,419,873 |
Accumulated depreciation | (928,605) | (470,705) |
Net Book Value | $ 4,856,506 | $ 4,949,168 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details - Property not in service) | Feb. 29, 2024 USD ($) |
Property, Plant and Equipment [Line Items] | |
Property and equipment not in service | $ 2,711,142 |
Transformers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment not in service | 1,625,000 |
Immersion Containers And Fluid [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment not in service | $ 1,086,142 |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Oct. 04, 2023 USD ($) Integer | Feb. 29, 2024 USD ($) | Feb. 28, 2023 USD ($) | Feb. 29, 2024 USD ($) | Feb. 28, 2023 USD ($) | |
Depreciation expense | $ 235,370 | $ 88,213 | $ 457,901 | $ 147,265 | |
Property and equipment not in service | 2,711,142 | 2,711,142 | |||
Loss on sale of property | 31,641 | $ 0 | |||
A S I C Miners [Member] | |||||
Units purchased | Integer | 1,050 | ||||
Payment for productive assets | $ 488,775 | ||||
Sale To Luxor [Member] | |||||
Property and equipment not in service | 180,891 | 180,891 | |||
Proceeds from sale of property | 149,250 | ||||
Loss on sale of property | 31,641 | ||||
Trinidad [Member] | |||||
Property and equipment not in service | 1,436,433 | 1,436,433 | |||
Pecos Texas [Member] | |||||
Property and equipment not in service | $ 125,000 | $ 125,000 |
INVESTMENTS AND NOTES RECEIVA_3
INVESTMENTS AND NOTES RECEIVABLE (Details) - USD ($) | Feb. 29, 2024 | Aug. 31, 2023 | Dec. 30, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 1,573,972 | $ 1,761,193 | |
Notes receivable, non-current portion | (468,056) | (1,386,749) | |
Notes receivable, current portion | 1,105,916 | 374,444 | |
Note Receivable 1 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Note receivable face amount | $ 731,472 | ||
Note receivable stated interest rate | 5% | ||
Notes receivable | $ 731,472 | 731,472 | |
Note Receivable 2 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Note receivable face amount | $ 1,200,000 | ||
Note receivable stated interest rate | 5% | ||
Notes receivable | $ 842,500 | $ 1,029,721 |
INVESTMENTS AND NOTES RECEIVA_4
INVESTMENTS AND NOTES RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | Aug. 31, 2023 | Oct. 31, 2022 | |
Long term asset | $ 867,247 | $ 867,247 | $ 987,429 | |||
Proceeds from Divestiture of Interest in Joint Venture | 8,408 | $ 0 | ||||
Notes receivable | 1,573,972 | 1,573,972 | $ 1,761,193 | |||
Interest income | 14,791 | $ 3,751 | 29,584 | $ 12,850 | ||
ROC Digital Mining I LLC [Member] | ||||||
Long term asset | $ 867,247 | 867,247 | ||||
Reduction in value of investment | 111,773 | |||||
Proceeds from Divestiture of Interest in Joint Venture | $ 8,408 | |||||
Joint Venture Arrangement [Member] | ROC Digital Mining I LLC [Member] | ||||||
Long term asset | $ 987,429 | |||||
Investment per unit | 4,400 | |||||
Joint Venture Arrangement [Member] | ROC Digital Mining I LLC [Member] | Immersion Containers [Member] | ||||||
Note receivable | $ 1,200,000 | |||||
Note receivable interest rate | 5% | |||||
Joint Venture Arrangement [Member] | ROC Digital Mining I LLC [Member] | ROC Digital Class B Units [Member] | ||||||
Investment shares owned | 240 |
RELATED PARTY LOANS PAYABLE (De
RELATED PARTY LOANS PAYABLE (Details Narrative) - 2022 LOC Agreement [Member] - USD ($) | Oct. 19, 2022 | Feb. 29, 2024 | Aug. 31, 2023 |
Line of Credit Facility [Line Items] | |||
Line of credit facility | $ 1,000,000 | ||
Line of credit interest rate | 12% | ||
Amount of principal | $ 1,625,000 | $ 1,300,000 | |
Interest payable | $ 200,730 | $ 97,460 |
BITCOIN LOAN AND DERIVATIVE L_3
BITCOIN LOAN AND DERIVATIVE LIABILITY (Details) - Bitcoin [Member] | 6 Months Ended |
Feb. 29, 2024 | |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Determination assumptions used for valuation | 61,179.58 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Determination assumptions used for valuation | 29.30 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Determination assumptions used for valuation | 180 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Determination assumptions used for valuation | -0- |
Measurement Input Treasury Bill Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Determination assumptions used for valuation | 4.87% |
BITCOIN LOAN AND DERIVATIVE L_4
BITCOIN LOAN AND DERIVATIVE LIABILITY (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Oct. 04, 2023 USD ($) Integer | Feb. 29, 2024 USD ($) Decimal | Feb. 28, 2023 USD ($) | Feb. 29, 2024 USD ($) Decimal | Feb. 28, 2023 USD ($) | Aug. 31, 2023 USD ($) | |
Offsetting Assets [Line Items] | ||||||
Loss on sale of property | $ 31,641 | $ 0 | ||||
Extinguishment of debt | $ (183,670) | $ 0 | (221,208) | $ 0 | ||
Derivative liability | $ 114,835 | $ 114,835 | $ 0 | |||
Luxor [Member] | Bitcoin [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Bitcoin payable, in units | Decimal | 3.3734208 | 3.3734208 | ||||
Notes Payable, Noncurrent | $ 93,779 | $ 93,779 | ||||
Luxor Technology Corporation [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Extinguishment of debt | 221,208 | |||||
Financing costs | 50,429 | |||||
Sale To Luxor [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Proceeds from sale of property | 149,250 | |||||
Loss on sale of property | $ 31,641 | |||||
A S I C Miners [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Units purchased | Integer | 1,050 | |||||
Payment for productive assets | $ 488,775 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended |
Feb. 29, 2024 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 9,500,800 |
Class A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 590,000 |
Exercise price | $ / shares | $ 2 |
Expiriation date | Aug. 05, 2024 |
Class B Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 590,000 |
Exercise price | $ / shares | $ 5 |
Expiriation date | Aug. 05, 2024 |
Class C-1 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 4,147,600 |
Exercise price | $ / shares | $ 2 |
Expiriation date | Jan. 15, 2025 |
Class C-2 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 4,147,600 |
Exercise price | $ / shares | $ 4 |
Expiriation date | Jan. 15, 2025 |
Class C-3 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants amount outstanding | 25,600 |
Exercise price | $ / shares | $ 1.25 |
Expiriation date | Jun. 27, 2027 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Aug. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 49,821,698 | 49,665,649 |
Officer Employment Contract [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued for compensation | 72,993 | |
Number of value issued for compensation | $ 32,117 | |
Officer Employment Contract One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued for compensation | 83,056 | |
Number of value issued for compensation | $ 36,545 | |
Series A Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 453,966 | 453,966 |
Liquidation preference per share | $ 10 | |
Conversion price | $ 0.575 | |
Redeemed percenatge | 30% | |
Number of value redeemed | $ 2,000,000 | |
Number of shares redeemed | 10,000 | |
Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred stock, shares authorized | 20,000,000 | |
Preferred stock, par value | $ 0.0001 |