Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2022 | Apr. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 000-27039 | |
Entity Registrant Name | CANNABIS GLOBAL, INC. | |
Entity Central Index Key | 0001413488 | |
Entity Tax Identification Number | 83-1754057 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 520 S. Grand Avenue | |
Entity Address, Address Line Two | Ste. 320 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90071 | |
City Area Code | (310) | |
Local Phone Number | 986-4929 | |
Title of 12(b) Security | Common | |
Trading Symbol | CBGL | |
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 | 509,142,691 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Current Assets: | ||
Cash | $ 604,001 | $ 30,813 |
Accounts Receivable | 451,577 | 113,379 |
Notes Receivable, Current | 21,000 | 100,800 |
Inventory | 195,548 | 189,081 |
Other Current Asset | 10,496 | 7,992 |
Total Current Asset | 1,282,622 | 442,065 |
Machinery & Equipment- Net | 1,015,545 | 218,535 |
Other Assets | ||
Long-Term Investments | 407,000 | 650,000 |
Intangible Assets | 3,870,000 | 500,000 |
Right of Use Asset | 599,767 | 634,637 |
Goodwill | 7,925,000 | 8,842,967 |
Notes Receivable | 41,000 | 41,000 |
Security Deposit | 7,200 | 9,600 |
TOTAL ASSETS | 15,148,134 | 11,338,804 |
Current Liabilities: | ||
Accounts Payable | 744,397 | 730,825 |
Accounts Payable - Related Party | 2,639 | 2,639 |
Accrued Interest | 147,106 | 212,202 |
Due to Joint Venture | 0 | 135,000 |
Notes Payable, Current | 890,441 | 975,043 |
Right of Use Liability, Current | 75,417 | 71,754 |
Convertible Notes, Net of Debt Discount of $821,015 and $734,579, respectively | 748,815 | 1,206,708 |
Convertible Notes – Related Party, Net of Debt Discount of $124,164 and $721,393, respectively | 1,129,992 | 408,607 |
Series B Convertible Preferred Stock, 1,000,000 shares authorized, 277,750 and 367,750 shares issued and outstanding | 172,392 | 148,775 |
Derivative Liability | 1,942,485 | 4,747,614 |
Notes Payable - Related Party | 108,039 | 108,039 |
Total Current Liabilities | 5,961,723 | 8,747,206 |
Right of Use Liability, Long-Term | 524,350 | 562,997 |
Notes Payable | 731,025 | 672,794 |
Total Liabilities | 7,217,098 | 9,982,997 |
Stockholder's Equity | ||
Preferred Stock, par value $0.0001, 10,000,000 shares Authorized, 6,000,000 shares Issued and Outstanding at February 28, 2022 and August 31, 2021 | 600 | 600 |
Common Stock, par value $0.001, 3,000,000,000 shares Authorized, 509,142,691 shares Issued and Outstanding at February 28, 2022 and 84,940,028 at August 31, 2021, respectively | 509,141 | 84,938 |
Additional Paid-in Capital | 16,995,195 | 11,591,829 |
Shares to be issued | 2,078 | 2,078 |
Accumulated Deficit | (14,015,507) | (13,891,788) |
Total Stockholder's Equity (Deficit) Attributable to Cannabis Global, Inc. | 3,491,507 | (2,212,343) |
Noncontrolling Interest | 4,439,529 | 3,568,150 |
Total Stockholder's Equity | 7,931,036 | 1,355,807 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 15,148,134 | $ 11,338,804 |
CONSOLIDATED BALANCE SHEET (U_2
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Convertible Notes, Debt Discount Current | $ 821,015 | $ 734,579 |
Convertible Notes Related Party, Debt Discount Current | $ 124,164 | $ 721,393 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 6,000,000 | 6,000,000 |
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 509,142,691 | 84,940,028 |
Common stock, shares outstanding | 509,142,691 | 84,940,028 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 277,750 | 367,750 |
Preferred stock, shares outstanding | 277,750 | 367,750 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Revenue: | ||||
Total Revenue | $ 627,390 | $ 25,816 | $ 1,196,952 | $ 30,226 |
Cost of Goods Sold | 767,896 | 6,653 | 1,223,864 | 7,953 |
Gross Profit | (140,506) | 19,163 | (26,912) | 22,273 |
Operating Expenses: | ||||
Advertising Expenses | 14,644 | (498) | 23,963 | 50,524 |
Consulting Services | 6,500 | 20,750 | 6,500 | 252,051 |
Professional Fees | 122,337 | 129,263 | 271,074 | 179,895 |
General and Administrative Expenses | 794,743 | 282,056 | 971,527 | 396,492 |
Total Operating Expenses | 938,224 | 431,571 | 1,273,064 | 878,962 |
Operating Loss | (1,078,730) | (412,408) | (1,299,976) | (856,689) |
Other Income (Expense) | ||||
Interest Expense | (2,487,747) | (1,933,728) | (3,743,233) | (2,706,483) |
Changes in FV of Derivatives | 1,715,626 | 593,235 | 3,488,560 | 1,308,912 |
Other Income | 0 | 1,522 | 0 | 1,642 |
Loss on impairment | (60,000) | 0 | (60,000) | 0 |
Loss on settlement | (165,000) | 0 | (165,000) | 0 |
Gain (loss) on investment | (10,909) | 0 | 60,967 | 0 |
Gain on acquisition | 454,768 | 0 | 454,768 | 0 |
Equity method income (loss) | 934,867 | (359,391) | 934,867 | (211,376) |
Total Other Income (Expense) | 381,605 | (1,698,362) | 970,929 | (1,607,305) |
Net Loss | (697,125) | (2,100,770) | (329,047) | (2,463,994) |
Net income attributable to noncontrolling interest | 193,701 | 0 | 205,328 | 0 |
Net loss attributable to Cannabis Global, Inc. | $ (503,424) | $ (2,110,770) | $ (123,719) | $ (2,463,994) |
Basic Loss per Common Share | $ 0 | $ (0.05) | $ 0 | $ (0.06) |
Diluted Loss per Common Share | $ 0 | $ (0.05) | $ 0 | $ (0.06) |
Weighted Average Common Shares | ||||
Outstanding - Basic | 271,165,969 | 43,196,439 | 233,056,112 | 39,744,494 |
Weighted Average Common Shares | ||||
Outstanding - Diluted | 271,165,969 | 43,196,439 | 233,056,112 | 39,744,494 |
Product [Member] | ||||
Revenue: | ||||
Total Revenue | $ 627,390 | $ 25,816 | $ 1,196,952 | $ 30,226 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Class A Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Stockholders Equity Attributable To Cannabis Global Inc [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Aug. 31, 2020 | $ 600 | $ 2,708 | $ 187 | $ 4,618,168 | $ (6,056,949) | $ (1,435,286) | $ (1,435,286) | |
Beginning Balance, Shares at Aug. 31, 2020 | 6,000,000 | 27,082,419 | 1,871,858 | |||||
Stock based compensation | $ 3,400 | 179,600 | 183,000 | 183,000 | ||||
Stock based compensation, Share | 3,400,000 | |||||||
Proceeds from common stock subscriptions | $ 510 | $ 90 | (600) | |||||
Proceeds from common stock subscriptions, Shares | 510,204 | 89,796 | ||||||
Common stock issued for investment | $ 7,222 | 642,778 | 650,000 | 650,000 | ||||
Common stock issued for investment, Shares | 7,222,222 | |||||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 1,500 | 28,500 | 30,000 | 30,000 | ||||
Common stock issued in settlement of convertible notes payable and accrued interest, Shares | 1,500,000 | |||||||
Effects of Par value adjustment | $ 24,372 | 1,683 | (26,055) | |||||
Net Loss | (353,224) | (353,224) | (353,224) | |||||
Ending balance, value at Nov. 30, 2020 | $ 600 | $ 39,712 | $ 1,960 | 5,442,391 | (6,410,173) | (925,510) | (925,510) | |
Ending Balance, Shares at Nov. 30, 2020 | 6,000,000 | 39,714,845 | 1,961,654 | |||||
Stock based compensation | $ 4,107 | $ (600) | 335,827 | 339,334 | 339,334 | |||
Stock based compensation, Share | 4,106,543 | (600,000) | ||||||
Proceeds from common stock subscriptions | $ 6,517 | 384,483 | 391,000 | 391,000 | ||||
Proceeds from common stock subscriptions, Shares | 6,516,667 | |||||||
Common stock issued for investment | $ 12,820 | 2,209,355 | 2,222,175 | 3,849,293 | 6,071,468 | |||
Common stock issued for investment, Shares | 12,820,297 | |||||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 3,047 | 213,682 | 216,729 | 216,729 | ||||
Common stock issued in settlement of convertible notes payable and accrued interest, Shares | 3,047,335 | |||||||
Derivative impact of conversions | 276,975 | 276,975 | 276,975 | |||||
Net Loss | (2,110,770) | (2,110,770) | (2,110,770) | |||||
Ending balance, value at Feb. 28, 2021 | $ 600 | $ 66,203 | $ 1,360 | 8,862,713 | (8,520,943) | 409,933 | 3,849,293 | 4,259,226 |
Ending Balance, Shares at Feb. 28, 2021 | 6,000,000 | 66,205,687 | 1,361,654 | |||||
Beginning balance, value at Aug. 31, 2021 | $ 600 | $ 84,938 | $ 2,078 | 11,591,829 | (13,891,788) | (2,212,343) | 3,568,150 | 1,355,807 |
Beginning Balance, Shares at Aug. 31, 2021 | 6,000,000 | 84,940,028 | ||||||
Stock based compensation | $ 3,327 | 86,047 | 89,374 | 89,374 | ||||
Stock based compensation, Share | 3,326,790 | |||||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 124,188 | 933,554 | 1,057,742 | 1,057,742 | ||||
Common stock issued in settlement of convertible notes payable and accrued interest, Shares | 124,187,672 | |||||||
Derivative impact of conversions | 1,273,832 | 1,273,832 | 1,273,832 | |||||
Net Loss | 379,705 | 379,705 | (11,627) | 368,078 | ||||
Ending balance, value at Nov. 30, 2021 | $ 600 | $ 212,453 | $ 2,078 | 13,885,262 | (13,512,083) | 588,310 | 3,556,523 | 4,144,833 |
Ending Balance, Shares at Nov. 30, 2021 | 6,000,000 | 212,454,490 | 2,079,654 | |||||
Common stock issued in settlement of convertible notes payable and accrued interest | $ 195,388 | 371,671 | 567,059 | 567,059 | ||||
Common stock issued in settlement of convertible notes payable and accrued interest, Shares | 195,388,201 | |||||||
Common stock issued related to joint venture | $ 75,000 | 225,000 | 300,000 | 300,000 | ||||
Common stock issued related to joint venture, Shares | 75,000,000 | |||||||
Discount on convertible notes | $ 3,000 | 22,200 | 25,200 | 25,200 | ||||
Discount on convertible notes, Shares | 3,000,000 | |||||||
Common stock issued in exchange for exercise of warrants on a cashless basis | $ 23,300 | (23,300) | ||||||
Common stock issued in exchange for exercise of warrants on a cashless basis, Shares | 23,300,000 | |||||||
Acquisition measurement period adjustment | 1,729,253 | 1,729,253 | 1,076,707 | 2,805,960 | ||||
Derivative impact of conversions | 785,109 | 785,109 | 785,109 | |||||
Net Loss | (503,424) | (503,424) | (193,701) | (697,125) | ||||
Ending balance, value at Feb. 28, 2022 | $ 600 | $ 509,141 | $ 2,078 | $ 16,995,195 | $ (14,015,507) | $ 3,491,507 | $ 4,439,529 | $ 7,931,036 |
Ending Balance, Shares at Feb. 28, 2022 | 6,000,000 | 509,142,691 | 2,079,654 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (329,047) | $ (2,463,994) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-Cash Interest Expense | 3,443,624 | 2,342,280 |
Realized Gain on Investments | (60,967) | 0 |
Joint venture settlement | 165,000 | 0 |
Impairment loss | 60,000 | 0 |
Gain on acquisition accounting | (454,768) | 0 |
Equity Method (Income) Loss From Investments | (934,868) | 211,376 |
Depreciation Expense | 892,955 | 1,798 |
Stock Based Compensation | 89,374 | 522,334 |
Changes in Fair Value of Derivative Liabilities | (3,488,560) | (1,308,912) |
Right of Use Asset Amortization | 34,870 | 0 |
Changes In: | ||
Accounts Receivable | (338,198) | (24,767) |
Other Current Assets | (2,504) | 0 |
Inventory | 166,033 | (104,817) |
Other Asset | 82,200 | 0 |
Accounts Payable and Accrued Expenses | 65,896 | (61,053) |
Accrued Interest | 190,227 | 111,311 |
Right of Use Lease Liability | (34,984) | 0 |
Net Cash Used in Operating Activities | (453,717) | (774,444) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired in acquisition | 0 | 2,200 |
Purchase of property, plant and equipment | (6,402) | 0 |
Sale of Marketable Securities | 303,967 | 0 |
Net Cash Provided by Investing Activities | 297,565 | 2,200 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Convertible Debentures | 1,065,320 | 1,086,000 |
Proceeds from issuance of common stock | 0 | 391,000 |
Repayment of Convertible Notes Payable | (137,109) | (578,000) |
Repayment of Convertible Notes Payable | 45,000 | 5,093 |
Repayment of Notes Payable | (243,871) | 0 |
Net Cash Provided by Financing Activities | 729,340 | 904,093 |
Net Increase in Cash | 573,188 | 131,849 |
Cash at Beginning of Period | 30,813 | 2,338 |
Cash at End of Period | 604,001 | 134,187 |
Cash paid during the year for: | ||
Interest | 81,838 | 188,292 |
Taxes | 0 | 0 |
Shares issued and loan incurred for acquisition of intangible assets | 0 | 650,000 |
Inventory acquired with short term note payable | 172,500 | 0 |
Shares issued for Conversion of Notes Payable and Accrued Interest | 1,357,742 | 246,729 |
Common stock issued for acquisition of NPE | 0 | 2,222,175 |
Increase in noncontrolling interest from acquisition of NPE | 0 | 3,849,293 |
Common stock issued related to joint venture | 300,000 | 0 |
Discount on convertible notes | 25,200 | 0 |
Acquisition measurement period adjustment | $ 2,805,960 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Cannabis Global, Inc. is located at 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071. Our telephone number is (310) 986-4929 and our website is accessible at www.cannabisglobalinc.com. Our shares of Common Stock are quoted on the OTC Markets Pink Tier, operated by OTC Markets Group, Inc., under the ticker symbol “CBGL.” Historical Development We incorporated in Nevada in 2005 under the name MultiChannel Technologies Corporation, a wholly owned subsidiary of Octillion Corporation, a development stage technology company focused on the identification, acquisition and development of emerging solar energy and solar related technologies. In April, 2005, we changed our name to MicroChannel Technologies, Inc., and in June, 2008, began trading on the OTC Markets under the trading symbol “MCTC.” Our business focused on research and development of a patented intellectual properties combining physical, chemical, and biological cues at the “cellular” level to facilitate peripheral nerve regeneration. On June 27, 2018, we changed domiciles from the State of Nevada to the State of Delaware, and thereafter reorganized under the Delaware Holding Company Statute. On or about July 12, 2018, we formed two subsidiaries for the purpose of effecting the reorganization. We incorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp. We then effected a merger involving the three constituent entities, and under the terms of the merger we were merged into MicroChannel Corp., with MicroChannel Corp. surviving and our separate corporate existence ceasing. Following the merger, MCTC Holdings, Inc. became the surviving publicly traded issuer, and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp. Our shareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis. On May 25, 2019, Lauderdale Holdings, LLC, a Florida limited liability company, and beneficial owner 70.7 130,000,000 43,333,333 108,333 325,000 On August 9, 2019, we filed a DBA in California registering the operating name Cannabis Global. On July 1, 2019, the Company entered into a 100% business acquisition with Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei in exchange for $ 1,000 Effective as of September 30, 2019, we affected a reverse split of our common shares effective as at the rate of 1:15. On September 11, 2019, we formed a subsidiary Aidan & Co, Inc. (“Aidan”) a California corporation as a wholly owned subsidiary of the Company. Aidan will be engaged in various related business opportunities. At this time Aidan has no operations. On December 4, 2019, our shareholders approved and authorized (i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Company from MCTC Holdings, Inc. to Cannabis Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol for the Company with FINRA. On March 30, 2020, we filed Articles of Conversion with the Delaware Secretary of State, electing to convert and re-domicile the Company from a Delaware corporation to a newly formed Nevada corporation named Cannabis Global, Inc. Concurrently, the Registrant filed Articles of Incorporation and Articles of Domestication with the Nevada Secretary of State incorporating the Registrant in Nevada under the name Cannabis Global, Inc. and accepting the re-domicile of Registrant’s Delaware corporation. There was no change to the Registrant’s fiscal year end. As a result of our FINRA corporate action, our name was changed to Cannabis Global, Inc. and our trading symbol changed to “CBGL.” On April 18, 2020, we formed a subsidiary Hemp You Can Feel, Inc., a California corporation (“HYCF”), as a wholly owned subsidiary of the Company. HYCF will be engaged in various related business opportunities. At this time HYCF has no operations. On May 6, 2020, we signed a joint venture agreement with RxLeaf, Inc. (“RxLeaf”) a Delaware corporation, creating a joint venture for the purpose of marketing the Company’s products to consumers. Under the terms of the agreement, the Company will produce products, which will be sold by RX Leaf via its digital marketing assets. The Company agreed to share the profits from the joint venture on a 50/50 basis. As of the date of this filing, the joint venture has no operations. On July 22, 2020, we signed a management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Edward Manolos, our director, is a shareholder in Whisper Weed (see “Related Party Transactions”). Whisper Weed conducts licensed delivery of cannabis products in California. The material definitive agreement requires the parties to create a separate entity, CGI Whisper W, Inc. in California as a wholly owned subsidiary of the Company. The business of CGI Whisper W, Inc. will be to provide management services for the lawful delivery of cannabis in the State of California. The Company will manage CGI Whisper W, Inc. operations. In exchange for the Company providing management services to Whisper Weed through the auspices of CGI Whisper W, Inc., the Company will receive as consideration a quarterly fee of 51% of the net profits earned by Whisper Weed. As separate consideration for the transaction, the Company agreed to issue to Whisper Weed $ 150,000 On August 31, 2020, we entered into a stock purchase agreement with Robert L. Hymers III (“Hymers”). Pursuant to the Stock Purchase Agreement, the Company purchased from Hymers 266,667 2,040,000 On September 30, 2020, the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation (“MCOA”). By virtue of the agreement, the Company issued 7,222,222 650,000,000 650,000 618,000 303,967 60,967 On November 16, 2020, we entered into a business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”). Ethos is a business in the market for cannabis trackable storage bags. By virtue of the agreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 1,500,000 1,500,000 1,500,000 3,000,000 177,000 1,500,000 1,500,000 On January 27, 2021, we closed a material definitive agreement (MDA) with Edward Manolos, our director and related party. Pursuant to the MDA, the Company purchased from Mr. Manolos 266,667 2,040,000 11,383,929 On February 16, 2021, we purchased 266,667 1,436,368 On May 12, 2021, The Company and Marijuana Company of America (MCOA) agreed to operate a joint venture through a new Nevada corporation named MCOA Lynwood Services, Inc. The parties agreed to finance a regulated and licensed laboratory to produce various cannabis products under the legal framework outlined by the City of Lynwood, California, Los Angeles County, and the State of California. We own a controlling interest in Natural Plant Extract of California, Inc., which operates a licensed cannabis manufacturing operation in Lynwood, California. As its contribution the joint venture, MCOA agreed to purchase and install equipment for joint venture operations, which will then be rented to the joint venture, and also provide funding relating to marketing the products produced by the capital equipment. We agreed to provide use of our manufacturing and distribution licenses; access to the Lynwood, California facility; use of the specific areas within the Lynwood Facility suitable for the types of manufacturing selected by the joint venture; and, management expertise require to carry on the joint venture’s operations. Our ownership of the joint venture was agreed to be 60% and 40% with MCOA. Royalties from profits realized as the result of sales of products from the joint venture were also agreed to be distributed as 60% to us and 40% to MCOA. MCOA contributed $ 135,000 75,000,000 135,000 165,000 Current Business Operations Cannabis Global manufactures and distributes various cannabis products via its majority ownership of Natural Plant Extract, Inc., sells the Ethos Comply Bag, and generally conducts research and development in the areas of hemp, cannabis and consumer food goods. We recently announced our acquisition of a 56.5%, controlling interest in Natural Plant Extract (NPE), which operates a licensed cannabis manufacturing and distribution business in Lynwood, California, holding a Type 7 California Manufacturing and a distribution license, allowing for cannabis product distribution anywhere in the state. We plan to use the Lynwood NPE operation, combined with our internally developed technologies, as a testbed to launch multi-state operations as soon as possible if cannabis is removed as a Scheduled substance from the federal Controlled Substances Act (“CSA”), and interstate commerce in cannabis is approved by the federal government. As of the date of this filing, cannabis remains a Schedule 1 controlled substance and so illegal under the CSA. Our operations at the Natural Plant Extract facility emphasizes regulated cannabis product manufacturing and distribution. In addition to business opportunities available from regulated cannabis product manufacturing and distribution to all parts of the State of California, we also see strong synergies between NPE operations and sales of our Ethos technology Comply Bag, and our developing technologies including the areas of cannabis infusions, and all-natural polymeric nanoparticle technologies. We also have an active research and development program primarily focused on creating and commercializing engineered technologies that deliver hemp extracts and cannabinoids to the human body. Additionally, we invest, or provide managerial services, in specialized areas of the regulated hemp and cannabis industries. Thus far, the Company has filed six provisional patents, three non-provisional patents and recently announced its "Comply Bag" secure cannabis transport system with integrated track and trace capabilities via smartphones, which is available for purchase now. On April 9, 2021, we entered into a distribution agreement with Lynwood Roads Delivery, LLC (“LDR”). LRD owns a regulatory permit issued by the City of Lynwood permitting commercial retailer non-storefront operation in Lynwood, California. Under the terms of the agreement, the Company’s majority owned subsidiary, Natural Plant Extract of California, via is licensed Northern Lights Distribution, Inc. operation will distribute selected products for LDR. On April 21, 2021, The Company began taking orders for its new product lines produced at the NPE facility, completing its initial product development phase. On May 12, 2021, we entered into an agreement to operate a joint venture through a new Nevada corporation named MCOA Lynwood Services, Inc. The parties agreed to finance a regulated and licensed laboratory to produce various cannabis products under the legal framework outlined by the City of Lynwood, California, Los Angeles County, and the State of California. The Registrant owns a controlling interest in Natural Plant Extract of California, Inc., which operates a licensed cannabis manufacturing operation in Lynwood, California. As its contribution the joint venture, MCOA agreed to purchase and install equipment for joint venture operations, which will then be rented to the joint venture, and also provide funding relating to marketing the products produced by the capital equipment. We agreed to provide use of NPE’s manufacturing and distribution licenses; access to its Lynwood, California facility; use of the specific areas within the Lynwood Facility suitable for the types of manufacturing selected by the joint venture; and, management expertise require to carry on the joint venture’s operations. Ownership of the joint venture was agreed to be 60% in us and 40% with MCOA. Royalties from profits realized as the result of sales of products from the joint venture was also agreed to be distributed as 60% to us and 40% to MCOA. Development of the joint venture is ongoing and is considered in the development stage. On January 26, 2022, the Company and MCOA entered into a settlement agreement, whereby the Company agreed to issue MCOA 75,000,000 shares of common stock. As of the date of this filing, the joint venture is in the development stage. Our research and development programs included the following: 1. Development of new routes and vehicles for hemp extract and cannabinoid delivery to the human body. 2. Production of unique polymeric nanoparticles and fibers for use in oral and dermal cannabinoid delivery. 3. Research and commercialization of new methodologies to isolate and/or concentrate various cannabinoids and other substances that comprise industrial hemp oil and other extracts. 4. Establishment of new methods to increase the bioavailability of cannabinoids to the human body utilizing nanoparticles and other proven bioenhancers, including naturally occurring and insect produced glycosides. 5. Development of other novel inventions for the delivery of cannabinoids to the human body, which at this time are considered trade secrets by the Company. |
Going Concern Uncertainties
Going Concern Uncertainties | 6 Months Ended |
Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainties | Note 2. Going Concern Uncertainties The Company has an accumulated deficit of $ 14,015,507 329,047 453,717 The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to obtain necessary funding from outside sources and through the sales of Company shares. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is not adequate to fund operations for the next twelve months. Management of the Company is estimating approximately $2,500,000 will be required over the next twelve months to fully execute its business strategy. These can be no assurance the Company will be able to obtain such funds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in those statements. We have made our best estimates of certain amounts contained in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. However, application of our accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties, and, as a result, actual results could differ materially from these estimates. Management believes that the estimates, assumptions, and judgments involved in the accounting policies described below have the most significant impact on our consolidated financial statements. We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and NPE, in which the Company controls 56.4% of the common stock. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution. Inventory Inventory is primarily comprised of work in progress. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of February 28, 2022, and August 31, 2021, market values of all of our inventory were at cost, and accordingly, no Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which we have not yet taken title. When we take title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below). There were no Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods, which approximate the life of the contract or service period. Accounts Receivable Accounts receivables are recorded at the net value of face amount less any allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and, based on a method of specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that we collect retainers from our clients prior to performing significant services. The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of February 28, 2022, and August 31, 2021, we had $ 0 Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service and is recognized over the estimated useful life. Property and equipment are reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discount to interest expense over the life of the debt using the effective interest method. Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606. In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, and collectability is reasonably assured. For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. Costs of Revenues Our policy is to recognize the costs of revenue in the same manner in conjunction with revenue recognition. Costs of revenues include the costs directly attributable to revenue recognition and include compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred. Stock-Based Compensation Restricted shares are awarded to employees and entitle the grantee to receive shares of restricted common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date. Stock-based compensation during the quarterly reporting periods ended February 28, 2022 and 2021 was $ 89,374 522,334 Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the quarterly reporting periods ending February 28, 2022 and 2021, we incurred no income taxes and had no liabilities related to federal or state income taxes. Loss Contingencies From time to time the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities. Net Income (Loss) Per Common Share We report net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Feb. 28, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 4. Net Income (Loss) Per Share 604,448,320 142,089,094 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets On February 20, 2020, the Company entered into a material definitive agreement with Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”), and its owners. On June 15, 2020, the Company and Lelantos entered into a modification agreement cancelling the Company's obligation to issue 400,000 |
Acquisition of Natural Plant Ex
Acquisition of Natural Plant Extract of California, Inc. | 6 Months Ended |
Feb. 28, 2022 | |
Acquisition Of Natural Plant Extract Of California Inc. | |
Acquisition of Natural Plant Extract of California, Inc. | Note 6. Acquisition of Natural Plant Extract of California, Inc. On August 31, 2020 we issued a convertible promissory note pursuant to a Stock Purchase Agreement (the “SPA) with Robert L. Hymers, III (“Hymers”) to acquire 266,667 4.99 10 270,886 1,714,903 On June 11, 2021, we amended the material definitive agreement with Hymers. The amendment relieved us from having to make monthly payments of $20,000 to Hymers in exchange for our issuing a convertible promissory note to Hymers for the balance owed of $ 440,000 On January 27, 2021, the Company acquired an additional 18.8% interest in NPE from Edward Manolos, a Director of the Company and a related party. The Company issued 11,383,929 shares of common stock, which had a fair value of $ 1,821,429 On February 16, 2021, we purchased 266,667 1,436,368 As a result of the transaction, we became party to a Shareholder Agreement with respect to our ownership over the NPE Shares, dated June 5, 2020, by and among Alan Tsai, Robert Hymers III, Betterworld Ventures, LLC (“BWV”), Marijuana Company of America, Inc. and NPE. The Joinder Agreement contains terms and conditions including, but not limited to: the ownership and management of NPE, rights of shareholders concerning the transfer of shares in NPE, pre-emptive rights, drag-along rights, confidentiality, and term and termination. The NPE acquisition is being accounted for as a business combination under ASC 805 as a result of the transfer of control. The following information summarizes the purchase consideration and allocation of the fair values assigned to the assets at the purchase date: Schedule of Preliminary Purchase Price Allocation Purchase Price Allocation: Cash 2,200 Accounts receivable 193,607 Notes receivable 162,247 Property and equipment 1,153,000 Right of use asset – operating lease 673,425 Trademarks and trade names, estimated 5 year life 300,000 Licenses, estimated 10 year life 1,500,000 Customer relationships, estimated 5 year life 2,300,000 Goodwill 7,925,000 Total assets acquired $ 14,209,479 Accounts payable and accrued expenses 289,591 Right of use liability – operating lease 673,425 Notes payable 1,825,101 Notes payable – related party 105,539 Total Liabilities Assumed $ 2,893,656 Immediately prior to obtaining control, our total investment in NPE was adjusted to the preliminary fair value of $ 3,324,956 359,391 934,868 4,926,000 454,768 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Note Payable to Shareholders On May 25, 2019, we issued two notes payable to Company directors Edward Manolos and Dan Nguyen, each in the amount of $ 16,667 5 Related party Transactions In March 2018 and May 2018, a legal custodian of the Company funded the Company $ 600 10 On August 31, 2020, the Company issued a convertible note payable and a note payable to Robert L. Hymers III in connection with the acquisition of an 18.8% equity interest in NPE. See Note 9 and Note 6. On November 16, 2020, we entered into a business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”). Ethos is a development stage business in the process of entering the market for cannabis trackable storage bags. By virtue of the agreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 1,500,000 1,500,000 1,500,000 On November 16, 2020, the Company sold an aggregate 3,000,000 177,000 1,500,000 1,500,000 On January 27, 2021 the Company closed a material definitive agreement (MDA) with Edward Manolos, a director and related party. Pursuant to the MDA, the Company purchased from Mr. Manolos 266,667 11,383,929 On May 12, 2021, we entered into an agreement to operate a joint venture through a new Nevada corporation named MCOA Lynwood Services, Inc. Mr. Edward Manolos is a director of both parties to the agreement and this the agreement was an agreement between related parties. The parties agreed to finance a regulated and licensed laboratory to produce various cannabis products under the legal framework outlined by the City of Lynwood, California, Los Angeles County and the State of California. We own a controlling interest in Natural Plant Extract of California, Inc., which operates a licensed cannabis manufacturing operation in Lynwood, California. As its contribution the joint venture, MCOA agreed to purchase and install equipment for joint venture operations, which will then be rented to the joint venture, and also provide funding relating to marketing the products produced by the capital equipment. We agreed to provide use of its manufacturing and distribution licenses; access to its Lynwood, California facility; use of the specific areas within the Lynwood Facility suitable for the types of manufacturing selected by the joint venture; and, management expertise require to carry on the joint venture’s operations. Ownership of the joint venture was agreed to be 60% in us and 40% with MCOA. Royalties from profits realized as the result of sales of products from the joint venture was also agreed to be distributed as 60% in us and 40% to MCOA. Development of the joint venture is ongoing and is considered in the development stage. In January 2022, the Company agreed to issue 75,000,000 On May 12, 2021, we entered into a material definitive agreement not made in the ordinary course of its business. The parties to the material definitive agreement are the Registrant and Marijuana Company of America, Inc., a Utah corporation (“MCOA”). Mr. Edward Manolos is a director of both the Company and MCOA, and thus agreement is between related parties. Previously, on September 30, 2020, the Registrant and MCOA entered into a Share Exchange Agreement whereby the Registrant acquired that number of shares of MCOA’s common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date, in exchange for the number of shares of the Registrant’s common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date. For both parties, the Share Exchange Agreement contained a “true-up” provision requiring the issuance of additional common stock in the event that a decline in the market value of the parties’ common stock should cause the aggregate value of the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000. Complementary to the Share Exchange Agreement, Registrant and MCOA entered into a Lock-Up Agreement dated September 30, 2020 (the “Lock-Up Agreement”), providing that the shares of common stock acquired pursuant to the Share Exchange Agreement shall be subject to a lock-up period preventing its sale for a period of 12 months following issuance, and limiting the subsequent sale to aggregate maximum sale value of $20,000 per week, or $80,000 per month. On June 9, 2021, the parties amended their securities exchange agreement to delete the lock up leak out agreement, and the requirement to conduct quarterly reviews of each party’s respective stock price for purposes of evaluating whether additional share issuances are required to maintain the value of exchanged common shares equal to $ 650,000 618,000 303,967 60,967 |
Notes Payable
Notes Payable | 6 Months Ended |
Feb. 28, 2022 | |
Notes Payable | |
Notes Payable | Note 8. Notes Payable On February 12, 2020, the Company issued three Sellers Acquisition promissory notes having an aggregate principal amount of $ 500,000 May 31, 2020 8 50,747 450,000 76,438 450,000 55,824 On February 12, 2020, the Company entered into an Independent Consulting Agreement with a consultant to provide services from February 12, 2020 through December 14, 2020 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company issued to the consultant a Compensation promissory note having a principal amount of $ 100,000 100,000 14,400 100,000 12,405 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Feb. 28, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 9. Convertible Notes Payable On January 12, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 115,500 0.10 100,000 115,500 40,000 3,112 On January 26, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 243,875 215,500 243,875 118,875 9,543 11,446,165 On January 26, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 243,875 215,500 243,875 15,000 2,250 208,191 228,875 14,307 27,063,391 On March 8, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 215,000 191,000 215,000 270,250 21,276 81,397,959 On March 16, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 215,000 191,000 215,000 215,000 12,372 30,087,611 On May 20, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 130,000 108,000 130,000 130,000 6,261 46,880,909 On June 16, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 135,000 108,000 130,000 47,560 2,440 14,912,584 28,262 4,069 0 On August 4, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 110,000 89,000 110,000 48,000 1957 21,910,886 On September 22, 2021, the Company entered into a $ 25,000 21,000 March 22, 2022 25,000 1,089 On January 3, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 100,000 80,000 3,000,000 25,200 120,000 15,342 84,658 1,584 On January 6, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 120,000 102,000 120,000 18,411 101,589 1,394 On February 11, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 8 130,000 110,400 130,000 19,945 110,055 484 On February 11, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 12 615,000 512,820 0.0025 615,000 94,356 520,644 3,437 Series B Convertible Preferred Stock On February 28, 2021 the Company filed a Certificate of Designation of Preferences, Rights of Series B Preferred Stock. The Series B Convertible Preferred stock has 1,000,000 shares authorized, has a par value of $0.001 per share and a stated value of $1.00. Each share of Series B Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation or conversion. The Series B is convertible into shares of common stock at a rate of 63% of the market price, based on the average of the two lowest trading prices during the previous 15 days. Additionally, the Series B Convertible Preferred Stock is mandatorily redeemable 16 months from the issuance date in cash. Upon the occurrence of an Event of Default (as defined herein), the Dividend Rate shall automatically increase to twenty two percent (22%). Based on the terms of the Series B Preferred Stock Purchase Agreement, and in accordance with ASC 480-10, the instruments are accounted for as a liability. During the year ended August 31, 2021, the Company entered into five Series B Preferred Stock Purchase Agreements for an aggregate amount of $ 367,750 367,750 14,710 51,181,398 During the six months ended February 28, 2022, the Company entered into five Series B Preferred Stock Purchase Agreements for an aggregate amount of $ 277,500 260,000 260,000 As of February 28, 2022, the carrying value of the Series B Convertible Preferred Stock liability in aggregate was $ 172,142 105,358 24,336 As of February 28, 2022, there were 277,750 Related Parties During the three months ended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $ 133,101 79,333 53,768 10 133,101 79,333 2,608 694,902 10,468 15,884 37,884 3,138 53,768 4,626 878,190 On April 30, 2020, the Company entered into a settlement agreement with its former Chief Financial Officer (Robert L. Hymers III, hereinafter referred to as the “CFO”) whereby the CFO resigned and the Company issued a promissory note for $ 30,000 December 31, 2020 10 0.02 30,000 15,061 14,939 1,011 1,500,000 On August 21, 2020 the Company, issued a convertible note pursuant to a Stock Purchase Agreement (the “SPA) to acquire 266,667 540,000 270,886 1,714,903 690,000 86,203 Company authorized and entered into an exchange agreement with Mr. Hymers to exchange the remaining $690,000 principal and $164,156 of accrued interest into a new $854,156 note (“exchange note”). The exchange note is convertible at a fixed price of $0.0025 per share and matures on February 11, 2023. 854,156 2,476 The Company evaluated its interest in NPE as of August 31, 2020 under ASC 810. Management determined that it had a variable interest in NPE, but that NPE does not meet the definition of a variable interest entity, and does not have an indirect voting interest of greater than 50%. Based on these factors, the investment in NPE by the Company, the investment in NPE will be accounted for as an equity method investment under the measurement alternative available under ASC 321 with the Company recording its share of the profits and losses of NPE at each reporting period. The initial investment balance was $1,714,903 based on the initial fair value estimate of the note payable and convertible note payable issued as consideration for the investment. The Company subsequently acquired control of NPE and began consolidating the results of operations into its financial statements, as described in Note 7. As of August 31, 2021, the Company was in default of the $540,000 note payable to Robert Hymers. On January 3, 2021, the Company entered into a settlement agreement with Robert Hymers concerning five delinquent payments totaling $100,000, whereby 1,585,791 shares of common stock were issued in settlement of those payments. As of February 28, 2021, the Company missed five additionally $20,000 payments, and remains in default of this agreement. On June 11, 2021, the Company entered into an agreement with Robert Hymers. As of the date of the amendment, the Company owed Mr. Hymers $ 440,000 June 11, 2022 10 0.004 40,000 17,543,860 275,836 124,164 29,600 On December 28, 2021, the Company entered into a convertible note agreement with Robert Hymers, for $24,774 in settlement of outstanding accounts payable. The note was convertible at 55% of the lowest trading price of the Company’s common stock for the 15 days prior conversion. On December 29, 2021, the Company issued 10,475,053 24,774 See Note 10 for further discussion of the accounting treatment of the embedded conversion options of the above promissory notes payable as derivative liabilities. |
Derivative Liability and Fair V
Derivative Liability and Fair Value Measurement | 6 Months Ended |
Feb. 28, 2022 | |
Derivative Liability And Fair Value Measurement | |
Derivative Liability and Fair Value Measurement | Note 10. Derivative Liability and Fair Value Measurement Upon the issuance of the convertible promissory notes with variable conversion prices and fixed conversion prices with reset provisions, the Company determined that the features associated with the embedded conversion option embedded in the debentures should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. At the issuance date of the convertible notes payable during the six months ended February 28, 2022, the Company estimated the fair value of all embedded derivatives of $ 2,742,372 0 277 315 0.07 1.07 0.50 1.0 On February 28, 2022, the Company estimated the fair value of the embedded derivatives of $ 1,942,485 0 264 0.10 0.24 0.06 0.95 The Company adopted the provisions of ASC 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value. • Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; • Level 2 — Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of February 28, 2022, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of February 28, 2022 and August 31, 2021: Fair Value, Assets Measured on Recurring Basis February 28, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,942,485 $ — $ — $ 1,942,485 August 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 4,747,614 $ — $ — $ 4,747,614 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the six months ended February 28, 2022: Summary of changes in fair value of Level 3 financial liabilities Balance, August 31, 2021 $ 4,747,614 Transfers in due to issuance of convertible promissory notes 2,742,372 Transfers out due to conversions of convertible promissory notes (2,058,941 ) Change in derivative liability for the six months ended February 28, 2022 (3,488,560 ) Balance, February 28, 2022 $ 1,942,485 The total impact to the Company’s consolidated statement of operations for the six months ended February 28, 2022 was a gain of $ 3,488,560 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. |
Common Stock
Common Stock | 6 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Common Stock | Note 11. Common Stock As of February 28, 2022, there were 509,142,691 509,142,691 shares of Common Stock issued and outstanding. On October 13, 2021, the Company amended its articles of incorporation to increase the number of authorized common shares to 1,000,000,000 On January 6, 2022, the Company amended its articles of incorporation to increase the number of authorized common shares to 2,000,000,000 On January 3, 2022, the Company entered into a Securities Purchase Agreement in connection with the issuance of a 10 100,000 3,000,000 25,200 On January 26, 2022, the Company issued 75,000,000 135,000 165,000 On February 15, 2022, the Company amended its articles of incorporation to increase the number of authorized common shares to 3,000,000,000 On February 22,2022, the Company received notices to exercise 24,804,305 23,300,000 During the six months ended February 28, 2022, the Company issued 51,181,398 367,750 14,710 During the six months ended February 28, 2022, the Company issued 268,394,475 1,163,334 76,569 During the six months ended February 28, 2022, the Company issued a total of 3,326,790 89,374 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 12. Preferred Stock There are 10,000,000 0.0001 8,000,000 Holders of Series A Preferred Stock shall be entitled to 50 votes for every Share of Series A Preferred Stock 2,000,000 6,000,000 On February 28, 2021, the Company designated 1,000,000 367,750 153,500 350,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Subsequent to February 28, 2022, the Company repaid $ 127,000 43,013 Subsequent to February 28, 2022, the Company sold 20,000,000 13,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Derivative Instruments | Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Consolidation | Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and NPE, in which the Company controls 56.4% of the common stock. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution. |
Inventory | Inventory Inventory is primarily comprised of work in progress. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of February 28, 2022, and August 31, 2021, market values of all of our inventory were at cost, and accordingly, no |
Deposits | Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which we have not yet taken title. When we take title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below). There were no |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods, which approximate the life of the contract or service period. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the net value of face amount less any allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and, based on a method of specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that we collect retainers from our clients prior to performing significant services. The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of February 28, 2022, and August 31, 2021, we had $ 0 |
Property and Equipment, net | Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service and is recognized over the estimated useful life. Property and equipment are reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” |
Accounting for the Impairment of Long-Lived Assets | Accounting for the Impairment of Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. |
Beneficial Conversion Feature | Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discount to interest expense over the life of the debt using the effective interest method. |
Revenue Recognition | Revenue Recognition For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606. In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment. |
Product Sales | Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, and collectability is reasonably assured. For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. |
Costs of Revenues | Costs of Revenues Our policy is to recognize the costs of revenue in the same manner in conjunction with revenue recognition. Costs of revenues include the costs directly attributable to revenue recognition and include compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred. |
Stock-Based Compensation | Stock-Based Compensation Restricted shares are awarded to employees and entitle the grantee to receive shares of restricted common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date. Stock-based compensation during the quarterly reporting periods ended February 28, 2022 and 2021 was $ 89,374 522,334 |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the quarterly reporting periods ending February 28, 2022 and 2021, we incurred no income taxes and had no liabilities related to federal or state income taxes. |
Loss Contingencies | Loss Contingencies From time to time the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share We report net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. |
Acquisition of Natural Plant _2
Acquisition of Natural Plant Extract of California, Inc. (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Acquisition Of Natural Plant Extract Of California Inc. | |
Schedule of Preliminary Purchase Price Allocation | Schedule of Preliminary Purchase Price Allocation Purchase Price Allocation: Cash 2,200 Accounts receivable 193,607 Notes receivable 162,247 Property and equipment 1,153,000 Right of use asset – operating lease 673,425 Trademarks and trade names, estimated 5 year life 300,000 Licenses, estimated 10 year life 1,500,000 Customer relationships, estimated 5 year life 2,300,000 Goodwill 7,925,000 Total assets acquired $ 14,209,479 Accounts payable and accrued expenses 289,591 Right of use liability – operating lease 673,425 Notes payable 1,825,101 Notes payable – related party 105,539 Total Liabilities Assumed $ 2,893,656 |
Derivative Liability and Fair_2
Derivative Liability and Fair Value Measurement (Tables) | 6 Months Ended |
Feb. 28, 2022 | |
Derivative Liability And Fair Value Measurement | |
Fair Value, Assets Measured on Recurring Basis | Fair Value, Assets Measured on Recurring Basis February 28, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,942,485 $ — $ — $ 1,942,485 August 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 4,747,614 $ — $ — $ 4,747,614 |
Summary of changes in fair value of Level 3 financial liabilities | Summary of changes in fair value of Level 3 financial liabilities Balance, August 31, 2021 $ 4,747,614 Transfers in due to issuance of convertible promissory notes 2,742,372 Transfers out due to conversions of convertible promissory notes (2,058,941 ) Change in derivative liability for the six months ended February 28, 2022 (3,488,560 ) Balance, February 28, 2022 $ 1,942,485 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Jan. 03, 2022 | Jun. 09, 2021 | May 12, 2021 | Feb. 22, 2022 | Jan. 26, 2022 | Feb. 16, 2021 | Jan. 27, 2021 | Nov. 16, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 22, 2020 | May 25, 2019 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Jul. 01, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 3,000,000 | ||||||||||||||||
Proceeds from sale of common stock | $ 177,000 | ||||||||||||||||
Common stock, shares issued | 3,000,000 | 23,300,000 | 75,000,000 | 51,181,398 | |||||||||||||
Sale of Marketable Securities | $ 303,967 | $ 0 | |||||||||||||||
Gain on Investment | $ (10,909) | $ 0 | 60,967 | 0 | |||||||||||||
Settlement amount | $ 165,000 | $ 0 | |||||||||||||||
Ethos Technology LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued for business acquisition | 6,000,000 | ||||||||||||||||
NPE | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Gain on Investment | $ 359,391 | ||||||||||||||||
Stock Purchase Agreement | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares issued | 266,667 | ||||||||||||||||
Shares issued for business acquisition | 266,667 | ||||||||||||||||
Stock Purchase Agreement | NPE | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued for business acquisition | 266,667 | ||||||||||||||||
Additional shares issued to related parties | 1,436,368 | ||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock purchase price | $ 75,000,000 | ||||||||||||||||
Cash contributed to joint venture | 135,000 | ||||||||||||||||
Settlement amount | 165,000 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Accounts Payable | $ 1,000 | ||||||||||||||||
Whisper [member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Restricted common stock | $ 150,000 | ||||||||||||||||
Shareholder [Member] | Stock Purchase Agreement | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock purchase price | $ 2,040,000 | ||||||||||||||||
Edward Manolos [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 1,500,000 | ||||||||||||||||
Edward Manolos [Member] | Ethos Technology LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued for business acquisition | 1,500,000 | ||||||||||||||||
Additional shares issued to related parties | 1,500,000 | ||||||||||||||||
Thang Nguyen [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 1,500,000 | ||||||||||||||||
Thang Nguyen [Member] | Ethos Technology LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued for business acquisition | 1,500,000 | ||||||||||||||||
Additional shares issued to related parties | 1,500,000 | ||||||||||||||||
Mr. Manolos | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued for business acquisition | 266,667 | ||||||||||||||||
Additional shares issued to related parties | 11,383,929 | ||||||||||||||||
Lauderdale Holdings, LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares outstanding, percentage | 70.70% | ||||||||||||||||
Lauderdale Holdings, LLC [Member] | Unaffiliated Parties [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 130,000,000 | ||||||||||||||||
Proceeds from sale of common stock | $ 325,000 | ||||||||||||||||
Lauderdale Holdings, LLC [Member] | Dan Nguyen [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 43,333,333 | ||||||||||||||||
Proceeds from sale of common stock | $ 108,333 | ||||||||||||||||
Lauderdale Holdings, LLC [Member] | Mr. Robert Hymers [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 43,333,333 | ||||||||||||||||
Proceeds from sale of common stock | $ 108,333 | ||||||||||||||||
Lauderdale Holdings, LLC [Member] | Edward Manolos [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 43,333,333 | ||||||||||||||||
Proceeds from sale of common stock | $ 108,333 | ||||||||||||||||
Marijuana Company of America, Inc [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock, shares sold | 20,000,000 | ||||||||||||||||
Shares issued for exchange of shares | 7,222,222 | ||||||||||||||||
Number of common stock exchanged | 650,000,000 | ||||||||||||||||
Value of common shares exchanged | $ 650,000 | ||||||||||||||||
Restricted common stock issued | 618,000 | ||||||||||||||||
Cash contributed to joint venture | $ 135,000 | $ 135,000 |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated Deficit | $ 14,015,507 | $ 14,015,507 | $ 13,891,788 | ||
Net income loss | $ 697,125 | $ 2,100,770 | 329,047 | $ 2,463,994 | |
Net Cash Used in Operating Activities | $ 453,717 | $ 774,444 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | |||
Valuation allowance | $ 0 | $ 0 | |
Deposits | 0 | ||
Allowance for doubtful accounts | 0 | $ 0 | |
Stock Based Compensation | $ 89,374 | $ 522,334 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details Narrative) - shares | 1 Months Ended | 6 Months Ended |
Dec. 29, 2021 | Feb. 28, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Conversion of stock, shares converted | 10,475,053 | |
Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Conversion of stock, shares issued | 604,448,320 | |
Series B Convertible Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Conversion of stock, shares converted | 142,089,094 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 1 Months Ended |
Jun. 15, 2020shares | |
Lelantos [Member] | Modification Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Common stock obligations | 400,000 |
Acquisition of Natural Plant _3
Acquisition of Natural Plant Extract of California, Inc. (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 | Feb. 16, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 7,925,000 | $ 8,842,967 | |
NPE | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | $ 2,200 | ||
Accounts receivable | 193,607 | ||
Notes receivable | 162,247 | ||
Property and equipment | 1,153,000 | ||
Right of use asset – operating lease | 673,425 | ||
Trademarks and trade names, estimated 5 year life | 300,000 | ||
Licenses, estimated 10 year life | 1,500,000 | ||
Customer relationships, estimated 5 year life | 2,300,000 | ||
Goodwill | 7,925,000 | ||
Total assets acquired | 14,209,479 | ||
Accounts payable and accrued expenses | 289,591 | ||
Right of use liability – operating lease | 673,425 | ||
Notes payable | 1,825,101 | ||
Notes payable – related party | 105,539 | ||
Total Liabilities Assumed | $ 2,893,656 |
Acquisition of Natural Plant _4
Acquisition of Natural Plant Extract of California, Inc. (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Aug. 31, 2021 | Feb. 16, 2021 | Jan. 27, 2021 | Aug. 31, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Jun. 11, 2021 | Aug. 21, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Principal amount | $ 440,000 | |||||||||
Gain loss on investment | $ (10,909) | $ 0 | $ 60,967 | $ 0 | ||||||
Fair value of assets and liabilities | $ 934,868 | 934,868 | ||||||||
Non-controlling interest | $ 4,926,000 | |||||||||
Mr. Manolos | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued for business acquisition | 266,667 | |||||||||
Additional fair value | $ 1,821,429 | |||||||||
Additional shares issued to related parties | 11,383,929 | |||||||||
NPE | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Fair value adjustment | $ 3,324,956 | |||||||||
Gain loss on investment | 359,391 | |||||||||
Non-controlling interest | $ 454,768 | |||||||||
Stock Purchase Agreement | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued for business acquisition | 266,667 | |||||||||
Stock Purchase Agreement | NPE | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued for business acquisition | 266,667 | |||||||||
Ownership percentage | 4.99% | |||||||||
Debt discount | $ 270,886 | |||||||||
Initial investment | $ 1,714,903 | |||||||||
Additional shares issued to related parties | 1,436,368 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 09, 2021 | Jan. 27, 2021 | Nov. 16, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Aug. 31, 2018 | Feb. 28, 2022 | Feb. 28, 2021 | Jan. 31, 2022 | Aug. 31, 2021 | May 25, 2019 |
Related Party Transaction [Line Items] | |||||||||||
Note Payable | $ 890,441 | $ 890,441 | $ 975,043 | $ 16,667 | |||||||
Interest Rate | 5.00% | ||||||||||
Common stock, shares sold | 3,000,000 | ||||||||||
Proceeds from sale of common stock | $ 177,000 | ||||||||||
Sale of Marketable Securities | 303,967 | $ 0 | |||||||||
Gain on Investment | $ (10,909) | $ 0 | $ 60,967 | $ 0 | |||||||
Marijuana Company of America, Inc [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares sold | 20,000,000 | ||||||||||
Value of common shares exchanged | $ 650,000 | ||||||||||
Restricted common stock issued | 618,000 | ||||||||||
Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of shares | 75,000,000 | ||||||||||
Ethos Technology LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for business acquisition | 6,000,000 | ||||||||||
Legal custodian 2 [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances | $ 600 | ||||||||||
Interest rate | 10.00% | ||||||||||
Edward Manolos [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares sold | 1,500,000 | ||||||||||
Edward Manolos [Member] | Ethos Technology LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for business acquisition | 1,500,000 | ||||||||||
Additional shares issued to related parties | 1,500,000 | ||||||||||
Thang Nguyen [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares sold | 1,500,000 | ||||||||||
Thang Nguyen [Member] | Ethos Technology LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for business acquisition | 1,500,000 | ||||||||||
Additional shares issued to related parties | 1,500,000 | ||||||||||
Mr. Manolos | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for business acquisition | 266,667 | ||||||||||
Additional shares issued to related parties | 11,383,929 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 11, 2021 | Feb. 12, 2020 | Feb. 28, 2022 | Jan. 03, 2022 | Aug. 31, 2021 |
Debt Instrument [Line Items] | |||||
Principal amount | $ 440,000 | ||||
Maturity date | Jun. 11, 2022 | ||||
Carrying value | $ 100,000 | ||||
Accrued interest payable | $ 147,106 | $ 212,202 | |||
Three Sellers Acquisition Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 500,000 | ||||
Maturity date | May 31, 2020 | ||||
Interest rate | 8.00% | ||||
Gain for debt forgiveness | $ 50,747 | ||||
Carrying value | 450,000 | 450,000 | |||
Accrued interest payable | 76,438 | 55,824 | |||
Compensation Promissory Note [Member] | Consultant [Member] | Consulting Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 100,000 | ||||
Carrying value | 100,000 | 100,000 | |||
Accrued interest payable | $ 14,400 | $ 12,405 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 11, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Aug. 04, 2021 | Jun. 11, 2021 | Mar. 08, 2021 | Feb. 11, 2021 | Jan. 12, 2021 | Jan. 06, 2021 | Jan. 03, 2021 | Dec. 09, 2020 | Oct. 09, 2020 | Feb. 22, 2022 | Jan. 26, 2022 | Dec. 29, 2021 | Sep. 22, 2021 | Jun. 16, 2021 | May 20, 2021 | Mar. 16, 2021 | Jan. 26, 2021 | Aug. 31, 2020 | Aug. 21, 2020 | May 22, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Aug. 04, 2022 | Aug. 31, 2021 | May 25, 2019 |
Principal amount | $ 440,000 | |||||||||||||||||||||||||||||
Conversion price | $ 0.004 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | $ 1,065,320 | $ 1,086,000 | ||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 24,774 | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 10,475,053 | |||||||||||||||||||||||||||||
Carrying value | $ 100,000 | |||||||||||||||||||||||||||||
Outstanding accounts payable | 744,397 | $ 730,825 | ||||||||||||||||||||||||||||
Maturity date | Jun. 11, 2022 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 147,106 | $ 212,202 | ||||||||||||||||||||||||||||
Shares issued | 3,000,000 | 23,300,000 | 75,000,000 | 51,181,398 | ||||||||||||||||||||||||||
Deferred financing costs | $ 25,200 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 | ||||||||||||||||||||||||||||
Note payable | $ 890,441 | $ 975,043 | $ 16,667 | |||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Principal amount | $ 79,333 | |||||||||||||||||||||||||||||
Robert L. Hymers III [Member] | ||||||||||||||||||||||||||||||
Principal amount | $ 53,768 | |||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Interest expense | $ 30,000 | |||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2020 | |||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 142,089,094 | |||||||||||||||||||||||||||||
Carrying value | $ 172,142 | |||||||||||||||||||||||||||||
Debt discount | 105,358 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 24,336 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 277,750 | 367,750 | ||||||||||||||||||||||||||||
Five Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Interest expense | $ 277,500 | |||||||||||||||||||||||||||||
Two Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 133,101 | |||||||||||||||||||||||||||||
Interest expense | $ 133,101 | |||||||||||||||||||||||||||||
Principal [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 1,500,000 | |||||||||||||||||||||||||||||
Stock Purchase Agreement | ||||||||||||||||||||||||||||||
Shares issued | 266,667 | |||||||||||||||||||||||||||||
Stock Purchase Agreement | NPE | ||||||||||||||||||||||||||||||
Debt discount | $ 270,886 | |||||||||||||||||||||||||||||
Debt default | 540,000 | |||||||||||||||||||||||||||||
Initial investment | $ 1,714,903 | |||||||||||||||||||||||||||||
Accredited Investor 1 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 115,500 | |||||||||||||||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | $ 100,000 | |||||||||||||||||||||||||||||
Interest expense | $ 115,500 | |||||||||||||||||||||||||||||
Accredited Investor 1 [Member] | Securities Purchase Agreement [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 40,000 | |||||||||||||||||||||||||||||
Accredited Investor 1 [Member] | Securities Purchase Agreement [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 3,112 | |||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 11,446,165 | |||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Securities Purchase Agreement [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 118,875 | |||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Securities Purchase Agreement [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 9,543 | |||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 243,875 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | 215,500 | |||||||||||||||||||||||||||||
Interest expense | $ 243,875 | |||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 243,875 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | 215,500 | |||||||||||||||||||||||||||||
Interest expense | $ 243,875 | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 27,063,391 | 208,191 | ||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 228,875 | $ 15,000 | ||||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 14,307 | 2,250 | ||||||||||||||||||||||||||||
Accredited Investor 3 [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 215,000 | |||||||||||||||||||||||||||||
Accredited Investor 3 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Proceeds from Convertible debt | 191,000 | |||||||||||||||||||||||||||||
Interest expense | $ 215,000 | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 81,397,959 | |||||||||||||||||||||||||||||
Accredited Investor 3 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 270,250 | |||||||||||||||||||||||||||||
Accredited Investor 3 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 21,276 | |||||||||||||||||||||||||||||
Accredited Investor 4 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 215,000 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | 191,000 | |||||||||||||||||||||||||||||
Interest expense | $ 215,000 | |||||||||||||||||||||||||||||
Accredited Investor 4 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 30,087,611 | |||||||||||||||||||||||||||||
Accredited Investor 4 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 215,000 | |||||||||||||||||||||||||||||
Accredited Investor 4 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 12,372 | |||||||||||||||||||||||||||||
Accredited Investor 5 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Principal amount | $ 130,000 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | 108,000 | |||||||||||||||||||||||||||||
Interest expense | $ 130,000 | |||||||||||||||||||||||||||||
Accredited Investor 5 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 46,880,909 | |||||||||||||||||||||||||||||
Accredited Investor 5 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 130,000 | |||||||||||||||||||||||||||||
Accredited Investor 5 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 6,261 | |||||||||||||||||||||||||||||
Accredited Investor 6 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Principal amount | $ 135,000 | |||||||||||||||||||||||||||||
Proceeds from Convertible debt | 108,000 | |||||||||||||||||||||||||||||
Interest expense | $ 130,000 | |||||||||||||||||||||||||||||
Accredited Investor 6 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 14,912,584 | |||||||||||||||||||||||||||||
Accredited Investor 6 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 47,560 | |||||||||||||||||||||||||||||
Carrying value | 28,262 | |||||||||||||||||||||||||||||
Debt discount | 4,069 | |||||||||||||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||||||||||||
Accredited Investor 6 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 2,440 | |||||||||||||||||||||||||||||
Accredited Investor 7 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Principal amount | $ 110,000 | |||||||||||||||||||||||||||||
Interest expense | 110,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 89,000 | |||||||||||||||||||||||||||||
Accredited Investor 7 [Member] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 21,910,886 | |||||||||||||||||||||||||||||
Accredited Investor 7 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 48,000 | |||||||||||||||||||||||||||||
Accredited Investor 7 [Member] | Second Securities Purchase Agreements [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,957 | |||||||||||||||||||||||||||||
Vendor [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||||||||||||||||
Carrying value | 25,000 | |||||||||||||||||||||||||||||
Outstanding accounts payable | $ 21,000 | |||||||||||||||||||||||||||||
Maturity date | Mar. 22, 2022 | |||||||||||||||||||||||||||||
Accrued interest payable | 1,089 | |||||||||||||||||||||||||||||
Accredited Investor 8 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||
Interest expense | 120,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 80,000 | |||||||||||||||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||||||||||||||
Deferred financing costs | $ 25,200 | |||||||||||||||||||||||||||||
Accredited Investor 8 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Carrying value | 15,342 | |||||||||||||||||||||||||||||
Debt discount | 84,658 | |||||||||||||||||||||||||||||
Accrued interest | $ 1,584 | |||||||||||||||||||||||||||||
Accredited Investor 9 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Principal amount | $ 120,000 | |||||||||||||||||||||||||||||
Interest expense | 120,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 102,000 | |||||||||||||||||||||||||||||
Accredited Investor 9 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Carrying value | 18,411 | |||||||||||||||||||||||||||||
Debt discount | 101,589 | |||||||||||||||||||||||||||||
Accrued interest | $ 1,394 | |||||||||||||||||||||||||||||
Accredited Investor 10 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Principal amount | $ 130,000 | |||||||||||||||||||||||||||||
Interest expense | 130,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 110,400 | |||||||||||||||||||||||||||||
Accredited Investor 10 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Carrying value | 19,945 | |||||||||||||||||||||||||||||
Debt discount | 110,055 | |||||||||||||||||||||||||||||
Accrued interest | $ 484 | |||||||||||||||||||||||||||||
Accredited Investor 11 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||
Principal amount | $ 615,000 | |||||||||||||||||||||||||||||
Conversion price | $ 0.0025 | |||||||||||||||||||||||||||||
Interest expense | 615,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 512,820 | |||||||||||||||||||||||||||||
Accredited Investor 11 [Member] | Second Securities Purchase Agreements [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Carrying value | 94,356 | |||||||||||||||||||||||||||||
Debt discount | 520,644 | |||||||||||||||||||||||||||||
Accrued interest | $ 3,437 | |||||||||||||||||||||||||||||
Accredited Investor 5 [Member] [Default Label] | Second Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Interest expense | 367,750 | |||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 367,750 | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 51,181,398 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 14,710 | |||||||||||||||||||||||||||||
Accredited Investo 6 [Member] | Three Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||
Interest expense | 260,000 | |||||||||||||||||||||||||||||
Cash received | 260,000 | |||||||||||||||||||||||||||||
Tabatabaei [Member] | Two Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 694,902 | |||||||||||||||||||||||||||||
Gain on conversion | $ 10,468 | |||||||||||||||||||||||||||||
Tabatabaei [Member] | Two Convertible Promissory Notes [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Carrying value | 15,884 | |||||||||||||||||||||||||||||
Debt discount | 37,884 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 3,138 | |||||||||||||||||||||||||||||
Tabatabaei [Member] | Principal [Member] | Two Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 79,333 | |||||||||||||||||||||||||||||
Tabatabaei [Member] | Interest [Member] | Two Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 2,608 | |||||||||||||||||||||||||||||
Robert L. Hymers III [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 878,190 | |||||||||||||||||||||||||||||
Accrued interest payable | 86,203 | |||||||||||||||||||||||||||||
Robert L. Hymers III [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 53,768 | |||||||||||||||||||||||||||||
Note payable principal amount | 690,000 | |||||||||||||||||||||||||||||
Robert L. Hymers III [Member] | Interest [Member] | ||||||||||||||||||||||||||||||
Accrued interest payable | $ 4,626 | |||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Conversion price | $ 0.02 | |||||||||||||||||||||||||||||
Carrying value | $ 15,061 | |||||||||||||||||||||||||||||
Debt discount | 14,939 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 1,011 | |||||||||||||||||||||||||||||
NPE | Stock Purchase Agreement | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 266,667 | |||||||||||||||||||||||||||||
Mr. Hymers [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 2,476 | |||||||||||||||||||||||||||||
Exchange agreement, description | Company authorized and entered into an exchange agreement with Mr. Hymers to exchange the remaining $690,000 principal and $164,156 of accrued interest into a new $854,156 note (“exchange note”). The exchange note is convertible at a fixed price of $0.0025 per share and matures on February 11, 2023. | |||||||||||||||||||||||||||||
Note payable | 854,156 | |||||||||||||||||||||||||||||
Robert L Hymers [Member] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 40,000 | |||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 17,543,860 | |||||||||||||||||||||||||||||
Carrying value | $ 275,836 | |||||||||||||||||||||||||||||
Debt discount | 124,164 | |||||||||||||||||||||||||||||
Accrued interest payable | $ 29,600 |
Derivative Liability and Fair_3
Derivative Liability and Fair Value Measurement (Details) - USD ($) | Feb. 28, 2022 | Aug. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 1,942,485 | $ 4,747,614 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 1,942,485 | $ 4,747,614 |
Derivative Liability and Fair_4
Derivative Liability and Fair Value Measurement (Details 1) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Derivative Liability And Fair Value Measurement | |
Balance at beginning | $ 4,747,614 |
Transfers in due to issuance of convertible promissory notes | 2,742,372 |
Transfers out due to conversions of convertible promissory notes | (2,058,941) |
Change in derivative liability for the three months ended November 30, 2021 | (3,488,560) |
Balance at end | $ 1,942,485 |
Derivative Liability and Fair_5
Derivative Liability and Fair Value Measurement (Details Narrative) | 6 Months Ended |
Feb. 28, 2022USD ($) | |
Debt Instrument [Line Items] | |
Fair value of embedded derivatives | $ 1,942,485 |
Dividend yield | 0.00% |
Expected volatility | 264.00% |
Changes in fair value of derivatives | $ 3,488,560 |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Risk-free interest rate | 0.10% |
Expected life (in years) | 21 days |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Risk-free interest rate | 0.24% |
Expected life (in years) | 11 months 12 days |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Fair value of embedded derivatives | $ 2,742,372 |
Dividend yield | 0.00% |
Convertible Notes Payable [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Expected volatility | 277.00% |
Risk-free interest rate | 0.07% |
Expected life (in years) | 6 months |
Convertible Notes Payable [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Expected volatility | 315.00% |
Risk-free interest rate | 1.07% |
Expected life (in years) | 1 year |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jan. 03, 2022 | May 12, 2021 | Feb. 22, 2022 | Jan. 26, 2022 | Dec. 29, 2021 | Feb. 28, 2022 | Apr. 10, 2022 | Feb. 15, 2022 | Jan. 06, 2022 | Oct. 13, 2021 | Aug. 31, 2021 |
Class of Stock [Line Items] | |||||||||||
Common stock, shares issued | 509,142,691 | 84,940,028 | |||||||||
Common stock, shares outstanding | 509,142,691 | 84,940,028 | |||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 2,000,000,000 | 1,000,000,000 | 3,000,000,000 | ||||||
Interest rate | 10.00% | ||||||||||
Principal amount | $ 100,000 | ||||||||||
Issuance of shares | 3,000,000 | 23,300,000 | 75,000,000 | 51,181,398 | |||||||
Deferred financing costs | $ 25,200 | ||||||||||
Recognized loss | $ 165,000 | ||||||||||
Warrants | 24,804,305 | ||||||||||
Conversion of Stock, Amount Converted | $ 14,710 | ||||||||||
Conversion of Stock, Amount Converted | $ 24,774 | ||||||||||
Shares issued for services | 3,326,790 | ||||||||||
Shares issued for services amount | $ 89,374 | ||||||||||
Three Lenders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | 268,394,475 | ||||||||||
Conversion of Stock, Amount Converted | $ 76,569 | ||||||||||
Conversion of Stock, Amount Converted | 1,163,334 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Principal amount | $ 172,142 | ||||||||||
Conversion of stock, shares issued value | 367,750 | ||||||||||
Marijuana Company of America, Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cash contributed to joint venture | $ 135,000 | $ 135,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares issued | 509,142,691 | ||||||||||
Common stock, shares outstanding | 509,142,691 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Jan. 03, 2022 | Feb. 22, 2022 | Jan. 26, 2022 | May 28, 2020 | Dec. 16, 2019 | Feb. 28, 2022 | Aug. 31, 2021 | Feb. 28, 2021 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 6,000,000 | 6,000,000 | ||||||
Preferred stock, shares outstanding | 6,000,000 | 6,000,000 | ||||||
Shares issued | 3,000,000 | 23,300,000 | 75,000,000 | 51,181,398 | ||||
Proceeds from Issuance of Preferred Stock | $ 350,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 8,000,000 | |||||||
Preferred stock, voting right | Holders of Series A Preferred Stock shall be entitled to 50 votes for every Share of Series A Preferred Stock | |||||||
Shares returned during the period | 2,000,000 | |||||||
Preferred stock, shares issued | 6,000,000 | |||||||
Preferred stock, shares outstanding | 6,000,000 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 277,750 | 367,750 | ||||||
Preferred stock, shares outstanding | 277,750 | 367,750 | ||||||
Series B Preferred Stock [Member] | Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 367,750 | |||||||
Purchase Price | $ 153,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Nov. 16, 2020 | Feb. 28, 2022 | |
Repayment of debt | $ 127,000 | |
Sale of stock | 3,000,000 | |
Total proceeds | $ 13,000 | |
Marijuana Company of America, Inc [Member] | ||
Sale of stock | 20,000,000 | |
Five Series B Preferred Stock [Member] | ||
Debt interest amount | $ 43,013 |