Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2018 | Jul. 19, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bespoke Extracts, Inc. | |
Entity Central Index Key | 1,409,197 | |
Amendment Flag | false | |
Trading Symbol | BSPK | |
Current Fiscal Year End Date | --08-31 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 43,873,907 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash | $ 315,670 | $ 87,172 |
Prepaid expense | 19,952 | |
Inventory | 73,267 | |
Total current assets | 388,937 | 107,124 |
Domain names, net of amortization of $3,346 and $1,673 | 46,003 | 48,512 |
Total assets | 434,940 | 155,636 |
Current liabilities | ||
Accounts payable and accrued liabilities | 117,622 | 36,525 |
Deposit for future assets sales from related party | 45,000 | |
Convertible notes - related parties, net unamortized discounts $275,083 and $0 | 400,517 | 123,000 |
Note payable - related party | 50 | 30,050 |
Total current liabilities | 518,189 | 234,575 |
Non-current liabilities | ||
Related party convertible note payable, net of unamortized discounts $106,902 and $346,837 | 73,098 | 193,163 |
Total non-current liabilities | 73,098 | 193,163 |
Total liabilities | 591,287 | 427,738 |
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, $0.001 par value, 50,000,000 authorized shares; no shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively | ||
Common stock, $0.001 par value: 800,000,000 authorized; 40,372,712 and 26,822,712 shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively | 40,373 | 26,823 |
Additional paid-in capital | 14,199,975 | 8,808,161 |
Accumulated deficit | (14,396,695) | (9,107,086) |
Total stockholders' deficit | (156,347) | (272,102) |
Total liabilities and stockholders' deficit | $ 434,940 | $ 155,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | May 31, 2018 | Aug. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Net of amortization | $ 3,346 | $ 1,673 |
Net of unamortized discounts | 275,083 | 0 |
Unamortized discount net | $ 106,902 | $ 346,837 |
Series A Convertible Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A Convertible Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Series A Convertible Preferred Stock, shares issued | ||
Series A Convertible Preferred Stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 40,372,712 | 26,822,712 |
Common stock, shares outstanding | 40,372,712 | 26,822,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Operating expenses: | ||||
Selling, general and administrative expenses | $ 2,103,756 | $ 5,104,964 | $ 4,642,757 | $ 5,119,228 |
Payroll expense | 3,128 | 21,829 | 24,242 | 67,515 |
Professional fees | 52,950 | 28,000 | 104,590 | 41,613 |
Consulting | 51,500 | 73,750 | 128,500 | 73,750 |
Promotion | 39,014 | 59,379 | ||
Brand development | 10,000 | |||
Formula development | 7,500 | |||
Impairment of intellectual property | 1,248 | |||
Amortization expense | 877 | 836 | 2,509 | 902 |
Total operating expenses | 2,251,225 | 5,229,379 | 4,961,977 | 5,321,756 |
Loss from operations | (2,251,225) | (5,229,379) | (4,961,977) | (5,321,756) |
Other expense | ||||
Interest expense | (140,962) | (20,735) | (327,632) | (23,679) |
Total other expense | (140,962) | (20,735) | (327,632) | (23,679) |
Loss before income tax | (2,392,187) | (5,250,114) | (5,289,609) | (5,345,435) |
Provision for income tax | ||||
Net Loss | $ (2,392,187) | $ (5,250,114) | $ (5,289,609) | $ (5,345,435) |
Net loss per common share: basic and diluted | $ (0.07) | $ (0.28) | $ (0.16) | $ (0.65) |
Weighted average common shares outstanding basic and diluted | 36,477,528 | 18,520,538 | 33,000,844 | 8,179,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (5,289,609) | $ (5,345,435) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 2,509 | 902 |
Amortization of debt discounts | 269,281 | 11,351 |
Option expense amortized | ||
Stock based compensation | 4,526,235 | 5,088,421 |
Impairment of intellectual property | 1,248 | |
Changes in operating assets and liabilities | ||
Inventory | (73,267) | |
Prepaid expense | 19,952 | |
Accounts payable and accrued liabilities | 83,097 | (49,628) |
Accounts payable - related party | (14,609) | |
Net Cash used in operating activities | (461,802) | (307,750) |
Cash flows from investing | ||
Proceeds from sale of assets to related parties | 90,000 | |
Cash paid for domain names | (20,185) | |
Net cash provided by investing activities | 90,000 | (20,185) |
Cash flow from financing activities | ||
Payment of note payable - related party | (30,000) | (5,500) |
Proceeds from exercise of warrants | 4,000 | |
Borrowings on related party convertible debt | 220,000 | 360,000 |
Proceeds from note payable - related party | 127,050 | |
Sale of common stock and warrants | 410,300 | |
Net cash provided by financing activities | 600,300 | 485,550 |
Net increase in cash and cash equivalents | 228,498 | 157,615 |
Cash and cash equivalents at beginning of period | 87,172 | 431 |
Cash and cash equivalents at end of period | 315,670 | 158,046 |
Cash paid during period for | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Common stock payable issued for acquisition of domain names | 30,000 | |
Discount due beneficial conversion feature | 123,000 | |
Stock issued for conversion of debt - related party | 64,400 | 157,509 |
Stock issued with related party debt | 79,449 | |
Warrants issued with related party debt | 21,980 | 44,981 |
Related party note and accrued interest exchanged for purchase of assets | $ 45,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 31, 2018 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Bespoke Extracts, Inc, a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2017. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of May 31, 2018, and the results of operations and cash flows for the nine months ended May 31, 2018 and May 31, 2017. The results of operations for the three and nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. Going Concern The accompanying interim consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company did not generate any revenues and reported a net loss of $5,218,094 for the nine months ended May 31, 2018 and has a working capital deficit as of May 31, 2018. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain any adjustments that may result from the outcome of this uncertainty. Inventory Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis and market being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and market conditions. As of May 31, 2018, inventory amounted to $73,267 which consists of $53,743 in finished goods and $19,524 in raw materials. |
Equity
Equity | 9 Months Ended |
May 31, 2018 | |
Equity [Abstract] | |
EQUITY | 2. EQUITY Common Stock The Company was formed in the state of Nevada on April 13, 2006. The Company has authorized capital of 800,000,000 shares of common stock with a par value of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001. On September 18, 2017, the Company issued 900,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $180,000. The relative fair value of the stock of $51,503 was recognized as a discount to the note that is being amortized to interest expense over the life of the note. On September 22, 2017, the company issued 900,000 shares of common stock and 300,000 warrants pursuant to a stock purchase agreement for cash of $60,300. On November 10, 2017, the Company issued an aggregate of 1,400,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,200. On November 27, 2017, the Company issued an aggregate of 1,450,000 shares of common stock to the holder of a related party 7% Convertible Promissory Note, to convert principal amount of $11,600. On December 28, 2017, the Company issued an aggregate of 1,550,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $12,400. On December 13, 2017, the Company issued an aggregate of 200,000 shares of common stock with a relative fair value of $27,946 to the holder of a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. On March 5, 2018, the Company entered into a securities purchase agreement with an investor which is a related party. Pursuant to the purchase agreement, upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an aggregate purchase price of $300,000. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not pay cash compensation over $100,000 to any Officer of Director. On March 9, 2018, the Company issued an aggregate of 1,780,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount of $14,240. On March 9, 2018, Bespoke Extracts, Inc. (the “Company”) entered into and closed an asset purchase agreement with VMI Acquisitions, LLC (“VMI”), pursuant to which the Company sold to VMI the Company’s proprietary Machine-to-Machine communications solution and certain other intellectual property for a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company. At the time of the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related parties, the consideration of $180,000 was recorded as a capital contribution. On May 15, 2018 the Company issued 500,000 shares of common stock to an investor for a purchase price of $50,000, and on May 29, 2018, the Company issued 1,870,000 shares of common stock upon conversion of a convertible note in the amount of $14,960. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower Subsequent Financing Price. In addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director. Warrants / Options During the nine months ended May 31, 2018, warrant activity included the following: On September 18, 2017, the Company executed an $180,000 Convertible Debenture with an original issue discount of $60,000. In connection with the debenture, the Company issued the lender 300,000 common stock purchase warrants with a term of 3 years and an exercise price of $1.00. The relative fair value of the warrants of $16,996 was recognized as a discount to the debenture. On May 22, 2017, the Company entered into an employment agreement with Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised in full on May 31, 2017; however, the 20,000,000 shares of the Company’s common stock were not issued to Mr. Yahr until June 10, 2017. The shares received upon the exercise of the warrants are subject to forfeiture and vest over a service period of three years. The fair value of the award was determined to be $10,998,105 which will be recognized as compensation expense over the three year service period. Warrant expense under this award for the nine months ended May 31, 2018 totaled $2,742,668. As of May 31. 2018, $7,240,948 remains to be expensed over the remaining vesting period. On January 22, 2018, the Company entered into a Sales Representation Agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise price of $0.50, with a term of three years. The Warrants shall be exercisable at any time on or after the six (6) month anniversary of each Issuance Date, at his election, in whole or in part, by means of a “cashless exercise”. The fair value of this award was determined to be $64,292 of which $29,709 was recognized during the nine months ended May 31, 2018. On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date. The fair value of this award was determined to be $131,478 of which $36,903 was recognized during the nine months ended May 31, 2018. On March 2, 2018 the Company entered into a Management Agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company agreed to pay $4,000 and to issue 150,000 common stock purchase warrants with an exercise price of $0.50, exercisable commencing six months after issuance for a period of 5 years. The fair value of this award was determined to be $4,139,966 of which $790,251 was recognized during the nine months ended May 31, 2018. On March 20, 2018 the Company entered into a 12 month consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the Consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018, Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company On April 16, 2108 The Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. The fair value of this award was determined to be $652,911 of which $88,534 was recognized during the nine months ended May 31, 2018. For the nine months ended May 31, 2017, the Company recognized option expense of $5,088,421 for options granted on July 26, 2017 to a nonemployee for services. For the nine months ended May 31, 2018, the Company recognized option expense of $4,526,235 for options granted to non-employees for services. As of May 31, 2018, $11,619,798 remains to be expensed over the remaining service period through July 26, 2019. The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following range of assumptions: Grant Date May 31, 2018 Risk-free interest rate at grant date 1.06% - 1.44% 1.11% - 2.68% Expected stock price volatility 117% - 362% 159% - 370% Expected dividend payout - - Expected option in life-years 1 - 3 years 2.16 - 6.75 years Warrants: Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,220,000 2.57 Canceled or expired - - Exercised - Outstanding at May 31, 2018 2,120,000 $ 2.27 Exercisable at May 31, 2018 1,600,000 Intrinsic value at May 31, 2018 $ 581,000 Options: Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2018 1,200,000 $ 1.00 Exercisable at May 31, 2018 300,000 Intrinsic value at May 31, 2018 $ 180,000 |
Related Party Asset Purchase Ag
Related Party Asset Purchase Agreement | 9 Months Ended |
May 31, 2018 | |
Related Party Asset Purchase Agreement [Abstract] | |
RELATED PARTY ASSET PURCHASE AGREEMENT | 3. RELATED PARTY ASSET PURCHASE AGREEMENT On August 29, 2017, the Company received $82,750 as a deposit from a significant shareholder toward the purchase price on an agreement that was being negotiated with VMI Acquisitions, LLC for purchase of certain of the Company’s assets as well as the payment of $7,500 of expenses on behalf of the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company and related parties. The agreement was completed and closed on March 9, 2018. As the parties were considered significant shareholder the consideration of $180,000 was recorded as a capital contribution. At the time of the sale the intellectual property had a book value of $0. |
Notes Payable - Related Party
Notes Payable - Related Party | 9 Months Ended |
May 31, 2018 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | 4. NOTES PAYABLE – RELATED PARTY On April 27, 2016, the Company issued to the former Company’s CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016, the Company issued to the Company’s CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. As of May 31. 2018, there is a remaining balance on the note of $50 which is unsecured, non-interest bearing and due on demand. On February 14, 2017, the Company issued to Lyle Hauser, the Company’s largest shareholder, a 7% unsecured promissory note in the amount of $30,000 which matured six months from the date of issuance. On May 31, 2018 the Company repaid the promissory note in the amount of $30,000 and accrued interest of $2,811. |
Convertible Debenture - Related
Convertible Debenture - Related Party | 9 Months Ended |
May 31, 2018 | |
Convertible Debenture - Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 5. CONVERTIBLE DEBENTURE – RELATED PARTY On May 17, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $10,000 which had an original maturity of six months from the date of issuance. On August 15, 2016, the Company issued to Vantage Group, a significant shareholder, a 7% unsecured promissory note in the amount of $16,000 which had an original maturity of six months from the date of issuance. On October 27, 2016, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $10,000 which had an original maturity date of six months from the date of issuance. On November 14, 2016, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $80,000 which had an original maturity date of six months from the date of issuance. On March 31, 2017, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $7,000 which had an original maturity date of six months from the date of issuance. May 31, Convertible debenture $ 123,000 Conversion (64,400 ) Exchange for purchase of Company assets (43,000 ) Convertible debenture, net of unamortized discount $ 15,600 On April 11, 2017, the Company executed a $540,000 Convertible Debenture with an original issue discount of $180,000. The debenture has a 0% interest rate and a term of two years. In connection with the debenture, the Company issued the lender an aggregate of 2,700,000 shares of common stock and 900,000 common stock purchase warrants. The relative fair value of the stock and warrants aggregating $202,490 was recognized as a discount to the note. Amortization of $100,032 was recognized during the nine months ended May 31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal. As of May 31, 2018 the Company has accrued $31,515. The conversion price was above the fair market value of the date of issuance so no beneficial conversion feature was recorded May 31, Convertible debenture $ 540,000 Unamortized discount (246,805 ) Convertible debenture, net of unamortized discount $ 293,195 On September 18, 2017, the Company executed, with a related party, an $180,000 Convertible Debenture with an original issue discount of $60,000. The note has a 0% interest rate and a term of two years. In connection with the note, the Company issued the lender an aggregate of 900,000 shares of common stock and 300,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $68,499 was recognized as a discount to the note. Amortization of $21,597 was recognized during the nine months ended May 31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date or repayment of the principal. As of May 31, 2018 the Company has accrued $22,500. May 31. Convertible debenture $ 180,000 Unamortized discount (106,902 ) Convertible debenture, net of unamortized discount $ 73,098 On December 13, 2017, the Company executed a $120,000 Convertible Debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year. In connection with the note, the Company issued the lender an aggregate of 200,000 shares of common stock and 100,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $32,930 was recognized as a discount to the note. Amortization of $24,652 was recognized during the nine months ended May 31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, as of May 31, 2018 the Company has accrued $17,500. May 31, Convertible debenture $ 120,000 Unamortized discount (28,278 ) Convertible debenture, net of unamortized discount $ 91,722 |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 6. SUBSEQUENT EVENTS On June 6, 2018, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement for cash of $50,000. On June 11, 2018, the Company issued an aggregate of 2,000,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to convert principal amount and accrued interest of $16,000. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES On February 1, 2018 the Company entered into a consulting agreement with Optimal Setup LLC for a term of one year to advise the Company on search engine optimization and digital marketing. Optimal Setup LLC shall receive monthly for services performed $2,500 and 10,000 warrants for common stock exercisable for cash price of $0.40. Warrants may be exercised after six month anniversary date. On January 22, 2018, the Company entered into a Sales Representation Agreement to manage and solicit orders in a set territory, the United States, with an initial term of six months. The sales representative shall be compensated 6% of the net sales and three year warrants monthly to purchase 10,000 shares of common stock at an exercise price of $0.50. Warrants may be exercised after six month anniversary of issuance date. On February 22, 2018, the Company entered into a Consulting Agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40, exercisable for cash only for a period of three years commencing six months form the issuance date. On March 2, 2018 the Company entered into a two year Management Agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company to pay $4,000 and to issue 150,000 common stock purchase warrants (exercise price of $0.50, 5 year term, exercisable 6 months after issuance). On March 20, 2018 the Company entered into a consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the Consultant signing their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018 Patagonia Global Trading, LLC, had not signed any customers and had not earned any warrants. The Company agrees to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company On April 16, 2108 The Company entered into a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
May 31, 2018 | |
Related Party Transaction [Line Items] | |
Schedule of share based payment award stock warrants valuation assumptions | Grant Date May 31, 2018 Risk-free interest rate at grant date 1.06% - 1.44% 1.11% - 2.68% Expected stock price volatility 117% - 362% 159% - 370% Expected dividend payout - - Expected option in life-years 1 - 3 years 2.16 - 6.75 years |
Schedule of warrant activity and stock options | Warrants: Outstanding at August 31, 2017 900,000 $ 1.00 Granted 1,220,000 2.57 Canceled or expired - - Exercised - Outstanding at May 31, 2018 2,120,000 $ 2.27 Exercisable at May 31, 2018 1,600,000 Intrinsic value at May 31, 2018 $ 581,000 Options: Outstanding at August 31, 2017 1,200,000 $ 1.00 Granted - - Canceled or expired - - Exercised - - Outstanding at May 31, 2018 1,200,000 $ 1.00 Exercisable at May 31, 2018 300,000 Intrinsic value at May 31, 2018 $ 180,000 |
Convertible Debenture - Relat14
Convertible Debenture - Related Party (Tables) | 9 Months Ended |
May 31, 2018 | |
Convertible Debenture - Related Party [Abstract] | |
Schedule of convertible debenture related party | May 31, Convertible debenture $ 123,000 Conversion (64,400 ) Exchange for purchase of Company assets (43,000 ) Convertible debenture, net of unamortized discount $ 15,600 May 31, Convertible debenture $ 540,000 Unamortized discount (246,805 ) Convertible debenture, net of unamortized discount $ 293,195 May 31. Convertible debenture $ 180,000 Unamortized discount (106,902 ) Convertible debenture, net of unamortized discount $ 73,098 May 31, Convertible debenture $ 120,000 Unamortized discount (28,278 ) Convertible debenture, net of unamortized discount $ 91,722 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Basis of Presentation (Textual) | |||||
Net loss | $ (2,392,187) | $ (5,250,114) | $ (5,289,609) | $ (5,345,435) | |
Inventory | 73,267 | 73,267 | |||
Finished goods | 53,743 | 53,743 | |||
Raw materials | $ 19,524 | $ 19,524 |
Equity (Details)
Equity (Details) | 9 Months Ended |
May 31, 2018$ / shares | |
Class of Warrant or Right [Line Items] | |
Expected dividend payout | |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.11% |
Expected stock price volatility | 159.00% |
Expected option in life-years | 2 years 1 month 27 days |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 2.68% |
Expected stock price volatility | 370.00% |
Expected option in life-years | 6 years 9 months |
Grant Date [Member] | |
Class of Warrant or Right [Line Items] | |
Expected dividend payout | |
Grant Date [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.06% |
Expected stock price volatility | 117.00% |
Expected option in life-years | 1 year |
Grant Date [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 1.44% |
Expected stock price volatility | 362.00% |
Expected option in life-years | 3 years |
Equity (Details 1)
Equity (Details 1) | 9 Months Ended |
May 31, 2018USD ($)$ / sharesshares | |
Options [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | 1,200,000 |
Granted | |
Canceled or expired | |
Exercised | |
Outstanding Ending Balance | 1,200,000 |
Exercisable | 300,000 |
Intrinsic value | $ | $ 180,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | $ 1 |
Granted | $ / shares | |
Canceled or expired | $ / shares | |
Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 1 |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning Balance | 900,000 |
Granted | 1,220,000 |
Canceled or expired | |
Exercised | |
Outstanding Ending Balance | 2,120,000 |
Exercisable | 1,600,000 |
Intrinsic value | $ | $ 581,000 |
Weighted-Average Price Per Share, Outstanding Beginning Balance | $ / shares | $ 1 |
Granted | $ / shares | 2.57 |
Canceled or expired | $ / shares | |
Exercised | $ / shares | |
Weighted-Average Price Per Share, Outstanding Ending Balance | $ / shares | $ 2.27 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Jun. 11, 2018 | Jun. 06, 2018 | May 15, 2018 | Apr. 16, 2018 | Mar. 20, 2018 | Mar. 09, 2018 | Mar. 05, 2018 | Mar. 02, 2018 | Dec. 13, 2017 | Nov. 10, 2017 | May 29, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | Dec. 28, 2017 | Nov. 27, 2017 | Sep. 22, 2017 | Sep. 18, 2017 | May 22, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 |
Equity (Textual) | |||||||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock shares issued in convertible note | 900,000 | 900,000 | |||||||||||||||||||
Principal amount | $ 180,000 | ||||||||||||||||||||
Fair value of amortized discount | 51,503 | ||||||||||||||||||||
Stock purchase agreement for cash | $ 60,300 | ||||||||||||||||||||
Warrant expense | |||||||||||||||||||||
Option expense | $ 4,526,235 | $ 5,088,421 | |||||||||||||||||||
Remains to be expense | 11,619,798 | ||||||||||||||||||||
Sale of intellectual property | $ 0 | ||||||||||||||||||||
Capital contribution amount | 180,000 | ||||||||||||||||||||
Description of common stock sales | The Company sells common stock at a purchase price lower than $0.10 (the ''Subsequent Financing Price''), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower Subsequent Financing Price. | ||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Aggregate common stock shares issued | 500,000 | ||||||||||||||||||||
Aggregate common stock value | $ 50,000 | ||||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Aggregate common stock shares issued | 500,000 | ||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Principal amount | $ 14,240 | ||||||||||||||||||||
Aggregate common stock shares issued | 1,780,000 | 200,000 | |||||||||||||||||||
Aggregate common stock value | $ 27,946 | ||||||||||||||||||||
Convertible debenture | 120,000 | ||||||||||||||||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||||||||||||
Interest rate of debt conversion | 0.00% | ||||||||||||||||||||
Terms of convertible debt | 1 year | ||||||||||||||||||||
Convertible promissory note percentage | 7.00% | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Intellectual Property [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Purchase price of intellectual property | $ 135,000 | ||||||||||||||||||||
Reimbursements expenses | 45,000 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Aggregate common stock shares issued | 3,000,000 | ||||||||||||||||||||
Aggregate common stock value | $ 300,000 | ||||||||||||||||||||
Description of common stock sales | The Company sells common stock at a purchase price lower than $0.10 (the ''Subsequent Financing Price''), such that the total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price. | ||||||||||||||||||||
Securities Purchase Agreement [Member] | VMI Acquisitions, LLC [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Purchase price of intellectual property | $ 180,000 | ||||||||||||||||||||
Global Corporate Management, LLC. [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Aggregate common stock shares issued | 4,000 | ||||||||||||||||||||
Terms of warrants | 5 years | ||||||||||||||||||||
Common stock per share price | $ 0.50 | ||||||||||||||||||||
Relative fair value of the stock and warrant | 4,139,966 | ||||||||||||||||||||
Fair value of warrants one | 790,251 | ||||||||||||||||||||
Warrant to purchase of common stock | 150,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.50 | ||||||||||||||||||||
President [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Terms of warrants | 3 years | ||||||||||||||||||||
Common stock per share price | $ 0.0001 | ||||||||||||||||||||
Relative fair value of the stock and warrant | $ 10,998,105 | ||||||||||||||||||||
Warrant to purchase of common stock | 20,000,000 | ||||||||||||||||||||
Shares of common stock not issued | 20,000,000 | ||||||||||||||||||||
Warrant expense | 2,742,668 | ||||||||||||||||||||
Remains to be expense | 7,240,948 | ||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Convertible debenture | $ 14,960 | ||||||||||||||||||||
Officers' compensation value | $ 100,000 | $ 100,000 | |||||||||||||||||||
Common stock shares issued upon conversion of a convertible note | 1,870,000 | ||||||||||||||||||||
Sales Representation Agreement [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Terms of warrants | 3 years | ||||||||||||||||||||
Common stock per share price | $ 0.50 | ||||||||||||||||||||
Relative fair value of the stock and warrant | 64,292 | ||||||||||||||||||||
Fair value of warrants one | 29,709 | ||||||||||||||||||||
Warrant to purchase of common stock | 10,000 | ||||||||||||||||||||
Aggregate of shares | 60,000 | ||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Terms of warrants | 1 year | ||||||||||||||||||||
Relative fair value of the stock and warrant | 131,478 | ||||||||||||||||||||
Fair value of warrants one | 36,903 | ||||||||||||||||||||
Warrant to purchase of common stock | 10,000 | ||||||||||||||||||||
Aggregate of shares | 120,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.40 | ||||||||||||||||||||
Consulting Agreement [Member] | Dr. David Hellman [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Terms of warrants | 1 year | ||||||||||||||||||||
Relative fair value of the stock and warrant | 652,911 | ||||||||||||||||||||
Fair value of warrants one | $ 88,534 | ||||||||||||||||||||
Warrant to purchase of common stock | 50,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.60 | ||||||||||||||||||||
Shares of common stock not issued | The Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. | ||||||||||||||||||||
Consulting Agreement [Member] | Patagonia Global Trading, LLC [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Common stock per share price | $ 0.3 | ||||||||||||||||||||
Warrant to purchase of common stock | 50,000 | ||||||||||||||||||||
Interest rate of debt conversion | 10.00% | ||||||||||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||||||||
7% Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Aggregate common stock shares issued | 2,000,000 | ||||||||||||||||||||
7% Convertible Promissory Note [Member] | Holder [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Principal amount | $ 11,200 | $ 11,600 | |||||||||||||||||||
Aggregate common stock shares issued | 1,400,000 | 1,450,000 | |||||||||||||||||||
Convertible promissory note percentage | 7.00% | 7.00% | |||||||||||||||||||
7% Convertible Promissory Note One [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Principal amount | $ 12,400 | ||||||||||||||||||||
Aggregate common stock shares issued | 1,550,000 | ||||||||||||||||||||
Convertible promissory note percentage | 7.00% | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||
Common stock shares issued in convertible note | 300,000 | ||||||||||||||||||||
Convertible debenture | 180,000 | ||||||||||||||||||||
Original issue discount of convertible debt | $ 60,000 | ||||||||||||||||||||
Debt instrument warrants issued to lender | 300,000 | ||||||||||||||||||||
Terms of warrants | 3 years | ||||||||||||||||||||
Common stock per share price | $ 1 | ||||||||||||||||||||
Relative fair value of the stock and warrant | $ 16,996 |
Related Party Asset Purchase 19
Related Party Asset Purchase Agreement (Details) - VMI Acquisitions, LLC [Member] - USD ($) | Mar. 09, 2018 | Aug. 29, 2017 |
Related Party Asset Purchase Agreement (Textual) | ||
Received deposit | $ 82,750 | |
Purchase of assets payment expenses | 7,500 | |
Remaining purchase price | $ 45,000 | |
Capital contribution | $ 180,000 | |
Sale of intellectual property, book value | $ 0 |
Notes Payable - Related Party (
Notes Payable - Related Party (Details) - USD ($) | Jul. 05, 2016 | Feb. 14, 2017 | Apr. 27, 2016 | May 31, 2018 |
Notes Payable - Related Party (Textual) | ||||
Outstanding balance on the note | $ 50 | |||
7% Unsecured promissory note [Member] | Shareholder [Member] | ||||
Notes Payable - Related Party (Textual) | ||||
Unsecured promissory note amount | $ 30,000 | |||
Repaid the promissory note | 30,000 | |||
Unsecured promissory note maturity, description | Matured six months from the date of issuance. | |||
Accrued interest | $ 2,811 | |||
7% Unsecured promissory note [Member] | CEO [Member] | ||||
Notes Payable - Related Party (Textual) | ||||
Unsecured promissory note amount | $ 3,000 | $ 2,500 | ||
Unsecured promissory note maturity, description | Matured six months from date of issuance. | Matured six months from the date of issuance. |
Convertible Debenture - Relat21
Convertible Debenture - Related Party (Details) | 9 Months Ended |
May 31, 2018USD ($) | |
Vantage Group [Member] | |
Debt Instrument [Line Items] | |
Convertible debenture | $ 123,000 |
Conversion | (64,400) |
Exchange for purchase of Company assets | (43,000) |
Convertible debenture, net of unamortized discount | 15,600 |
Convertible Debenture [Member] | |
Debt Instrument [Line Items] | |
Convertible debenture | 540,000 |
Unamortized discount | (246,805) |
Convertible debenture, net of unamortized discount | 293,195 |
Related party [Member] | |
Debt Instrument [Line Items] | |
Convertible debenture | 180,000 |
Unamortized discount | (106,902) |
Convertible debenture, net of unamortized discount | 73,098 |
Convertible Debenture One [Member] | |
Debt Instrument [Line Items] | |
Convertible debenture | 120,000 |
Unamortized discount | (28,278) |
Convertible debenture, net of unamortized discount | $ 91,722 |
Convertible Debenture - Relat22
Convertible Debenture - Related Party (Details Textual) - USD ($) | Dec. 13, 2017 | Apr. 11, 2017 | Nov. 14, 2016 | Aug. 15, 2016 | Sep. 18, 2017 | Apr. 17, 2017 | Mar. 31, 2017 | Oct. 27, 2016 | May 17, 2016 | May 31, 2018 | May 31, 2017 |
Convertible Debenture - Related Party (Textual) | |||||||||||
Amortization of debt discounts | $ 269,281 | $ 11,351 | |||||||||
Amortization | 2,509 | $ 902 | |||||||||
Vantage Group [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Conversion price | $ 0.008 | ||||||||||
Maturity date | Apr. 18, 2018 | ||||||||||
Beneficial conversion feature amount | 123,000 | ||||||||||
Amortization of debt discounts | $ 123,000 | ||||||||||
Common stock to convert into shares issued | 8,050,000 | ||||||||||
Common stock to convert into value issued | $ 64,400 | ||||||||||
Remaining exchanged amount | 43,000 | ||||||||||
Accrued interest amount | 2,000 | ||||||||||
Balance of convertible note | 15,600 | ||||||||||
Original issue discount of convertible debt | 64,400 | ||||||||||
Vantage Group [Member] | 7% unsecured promissory note [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Unsecured promissory note amount | $ 80,000 | $ 16,000 | $ 7,000 | $ 10,000 | $ 10,000 | ||||||
Maturity terms | 6 months | 6 months | 6 months | 6 months | 6 months | ||||||
Convertible Debenture [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Maturity terms | 2 years | ||||||||||
Accrued interest amount | 31,515 | ||||||||||
Convertible debenture amount | $ 540,000 | ||||||||||
Original issue discount of convertible debt | $ 180,000 | ||||||||||
Interest rate | 0.00% | ||||||||||
Aggregate of shares of common stock | 2,700,000 | ||||||||||
Relative fair value of the stock and warrant | $ 202,490 | ||||||||||
Common stock purchase warrants | 900,000 | ||||||||||
Convertible debenture, description | The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date. | ||||||||||
Amortization | 100,032 | ||||||||||
Related Party [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Maturity terms | 2 years | ||||||||||
Accrued interest amount | 22,500 | ||||||||||
Convertible debenture amount | $ 180,000 | ||||||||||
Original issue discount of convertible debt | $ 60,000 | ||||||||||
Interest rate | 0.00% | ||||||||||
Aggregate of shares of common stock | 900,000 | ||||||||||
Relative fair value of the stock and warrant | $ 68,499 | ||||||||||
Common stock purchase warrants | 300,000 | ||||||||||
Convertible debenture, description | The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% of every dollar raised through financing or every dollar of revenue generated through the earlier of the maturity date. | ||||||||||
Amortization | 21,597 | ||||||||||
Convertible Debenture One [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Maturity terms | 1 year | ||||||||||
Accrued interest amount | 17,500 | ||||||||||
Convertible debenture amount | $ 120,000 | ||||||||||
Original issue discount of convertible debt | $ 20,000 | ||||||||||
Interest rate | 0.00% | ||||||||||
Aggregate of shares of common stock | 200,000 | ||||||||||
Relative fair value of the stock and warrant | $ 32,930 | ||||||||||
Common stock purchase warrants | 100,000 | ||||||||||
Convertible debenture, description | The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date. | ||||||||||
Amortization | $ 24,652 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 11, 2018 | Jun. 06, 2018 | May 15, 2018 |
Investor [Member] | |||
Subsequent Events (Textual) | |||
Common stock shares issued | 500,000 | ||
Subsequent Events [Member] | Investor [Member] | |||
Subsequent Events (Textual) | |||
Common stock shares issued | 500,000 | ||
Stock purchase agreement for cash | $ 50,000 | ||
Subsequent Events [Member] | 7% Convertible Promissory Note [Member] | |||
Subsequent Events (Textual) | |||
Common stock shares issued | 2,000,000 | ||
Accrued interest | $ 16,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 16, 2018 | Mar. 02, 2018 | Feb. 01, 2018 | Feb. 22, 2018 | Jan. 22, 2018 | May 31, 2018 | Mar. 20, 2018 |
Global Corporate Management, LLC. [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 150,000 | ||||||
Payment to issue of common stock | $ 4,000 | ||||||
Common stock per share price | $ 0.50 | ||||||
Terms of warrants | 5 years | ||||||
Sales Representation Agreement [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 10,000 | ||||||
Common stock per share price | $ 0.50 | ||||||
Percentage of net sales | 6.00% | ||||||
Terms of warrants | 3 years | ||||||
Consulting Agreement [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 10,000 | ||||||
Terms of warrants | 1 year | ||||||
Consulting Agreement [Member] | Warrants [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 120,000 | ||||||
Common stock per share price | $ 0.40 | ||||||
Consulting Agreement [Member] | David Hellman [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 50,000 | ||||||
Common stock per share price | $ 0.60 | ||||||
Terms of warrants | 1 year | ||||||
Consulting agreement, description | However, if the Consultant generates more than $10K in monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20K in monthly sales, the Warrants may be exchanged in "cashless exercise". Additionally, the Company shall pay 10% of retail sales and 5% of wholesale sales. | ||||||
Consulting Agreement [Member] | Optimal Setup LLC [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Consulting agreement term | 1 year | ||||||
Monthly services received | $ 2,500 | ||||||
Warrant to purchase of common stock | 10,000 | ||||||
Common stock per share price | $ 0.40 | ||||||
Consulting Agreement [Member] | Patagonia Global Trading, LLC. [Member] | |||||||
Commitments and Contingencies [Textual] | |||||||
Warrant to purchase of common stock | 50,000 | ||||||
Common stock per share price | $ 0.3 | ||||||
Consulting agreement, description | The Company agrees to pay a total commission rate of 10% of the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company |