Cover
Cover | 9 Months Ended |
May 31, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2020 |
Entity Registrant Name | AB International Group Corp. |
Entity Central Index Key | 0001605331 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Current Assets | |||
Cash and cash equivalents | $ 1,691,057 | $ 1,564,750 | $ 210,202 |
Prepaid expenses | 21,739 | 21,970 | 333,867 |
Accounts receivable | 112,100 | 35,300 | 9,600 |
Related party receivable | 87,581 | 34,994 | |
Note receivable | 1,047,040 | 1,047,040 | |
Interest receivable | 34,965 | 8,725 | |
Receivable on asset disposal | 1,280,000 | ||
Total Current Assets | 2,994,482 | 3,992,779 | 553,669 |
Fixed assets, net | 17,337 | 20,124 | |
Leasehold improvement, net | 97,537 | 134,523 | |
Intangible assets, net | 213,947 | 413,793 | 641,000 |
Long-term prepayment | 1,011,200 | ||
Other assets | 15,027 | 15,027 | |
TOTAL ASSETS | 4,349,530 | 4,576,246 | 1,194,669 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 66,720 | 116,664 | 88,577 |
Convertible note and derivative liability | 435,273 | ||
Due to shareholder | 2,863 | 2,037 | 2,037 |
Tax payable | 56,750 | 64,564 | 55,347 |
Other payable | 3,584 | 161,856 | |
Total Current Liabilities | 565,190 | 345,122 | 145,961 |
Stockholders’ Equity | |||
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 4,822,016 and 147,325,000 shares issued and outstanding, as of August 31, 2019 and August 31, 2018, respectively | 4,822 | 4,822 | 147,325 |
Additional paid-in capital | 6,677,965 | 6,520,980 | 2,866,868 |
Retained earnings (deficit) | (2,183,225) | (1,452,020) | (1,047,386) |
Unearned shareholders' compensation | 715,222 | 842,657 | 918,100 |
Total Stockholders’ Equity | 3,784,340 | 4,231,125 | 1,048,707 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,349,530 | $ 4,576,246 | $ 1,194,669 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2018 | Jun. 06, 2018 |
Consolidated Balance Sheets Parenthetical | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 4,822,016 | 4,822,016 | 177,100,000 | 147,325,000 | |
Common stock, shares outstanding | 4,822,016 | 4,822,016 | 177,100,000 | 147,325,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenue | $ 76,800 | $ 120,227 | $ 371,543 | $ 272,674 | $ 433,567 | $ 250,112 |
Cost of revenue | 42,192 | 44,452 | 137,217 | 124,660 | 174,533 | 150,022 |
Gross Profit | 34,608 | 75,774 | 234,326 | 148,013 | 259,034 | 100,090 |
OPERATING EXPENSES | ||||||
General and administrative expenses | 185,789 | 233,281 | 619,032 | 363,211 | 525,109 | 897,587 |
Research and development expenses | 108,800 | 108,800 | ||||
Related party salary and wages | 49,833 | 63,250 | 138,685 | 264,334 | 176,979 | 79,741 |
Total Operating Expenses | (344,422) | (296,531) | (866,517) | (627,545) | 702,088 | 977,328 |
OTHER INCOME (EXPENSES) | ||||||
Gain (loss) on sale of intangible assets | (120,000) | 29,330 | ||||
Interest income | (2,070) | 38 | (44,697) | 88 | 9,089 | |
Gain /loss from change in fair value | (3,990) | (54,316) | ||||
Impairment of investment in iCrowdU | (280,000) | |||||
Total other income (expenses) | (6,060) | 38 | (99,013) | (119,912) | 38,419 | (280,000) |
Income Tax Provision | ||||||
Net loss from continuing operations | (315,874) | (220,719) | (731,205) | (599,444) | (404,635) | (1,157,238) |
Discontinued operations, net of tax benefits | ||||||
Net income from discontinued operations | 38,008 | |||||
Gain/(loss) on sale of intangible assets | 7,280 | |||||
INCOME FROM DISCONTINUED OPERATIONS | 45,288 | |||||
NET INCOME (LOSS) | $ (315,874) | $ (220,719) | $ (731,205) | $ (599,444) | $ (404,635) | $ (1,111,950) |
NET INCOME (LOSS) FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED | $ (0.04) | $ (0.07) | $ (0.15) | $ (0.20) | $ (0.11) | $ (1) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED | (0.04) | (0.07) | (0.15) | (0.20) | 0 | 0.04 |
NET INCOME PER SHARE: BASIC AND DILUTED | $ 4,822,016 | $ 3,189,826 | $ 4,822,016 | $ 3,021,538 | $ (0.11) | $ (0.96) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 4,972,792 | 3,189,826 | 4,972,792 | 3,021,538 | 3,767,041 | 1,162,792 |
Condensed Consolidated Stockhol
Condensed Consolidated Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Unearned Shareholders' Compensation | Total |
Beginning Balance, Shares at Aug. 31, 2018 | 147,325,000 | ||||
Beginning Balance, Amount at Aug. 31, 2018 | $ 147,325 | $ 2,866,868 | $ (1,047,386) | $ (918,100) | $ 1,048,707 |
Common shares issued to officers for services, Shares | 20,100,000 | ||||
Common shares issued to officers for services, Amount | $ 20,100 | 96,480 | 2,219 | 118,799 | |
Common shares issued to consultants for services, Shares | 5,275,000 | ||||
Common shares issued to consultants for services, Amount | $ 5,275 | 30,354 | 35,629 | ||
Common shares returned for cancelled acquisition of iCrowdU Inc., Shares | (40,600,000) | ||||
Common shares returned for cancelled acquisition of iCrowdU Inc., Amount | $ (40,600) | 30,600 | (10,000) | ||
Common shares issued for cash at $0.02 per share, Shares | 48,000,000 | ||||
Common shares issued for cash at $0.02 per share, Amount | $ 48,000 | 912,000 | 960,000 | ||
Balance before reverse stock split, shares | 180,100,000 | ||||
Balance before reverse stock split, amount | $ 180,100 | 3,905,702 | (1,047,386) | (885,281) | 2,153,136 |
Reverse stock split, shares | (176,467,984) | ||||
Reverse stock split, amount | $ (176,498) | 176,498 | |||
Ending Balance, Shares at Jun. 05, 2019 | 3,602,016 | ||||
Ending Balance, Amount at Jun. 05, 2019 | $ 3,602 | 4,082,200 | (1,047,386) | (885,281) | 2,153,136 |
Beginning Balance, Shares at Aug. 31, 2018 | 147,325,000 | ||||
Beginning Balance, Amount at Aug. 31, 2018 | $ 147,325 | 2,866,868 | (1,047,386) | (918,100) | 1,048,707 |
Net Loss | (404,635) | ||||
Ending Balance, Shares at Aug. 31, 2019 | 4,822,016 | ||||
Ending Balance, Amount at Aug. 31, 2019 | $ 4,822 | 6,520,980 | (1,452,020) | (842,657) | 4,231,125 |
Beginning Balance, Shares at Jun. 05, 2019 | 3,602,016 | ||||
Beginning Balance, Amount at Jun. 05, 2019 | $ 3,602 | 4,082,200 | (1,047,386) | (885,281) | 2,153,136 |
Common shares issued to officers for services, Shares | |||||
Common shares issued to officers for services, Amount | 42,623 | 42,623 | |||
Common shares issued for cash at $2 per share, Shares | 1,220,000 | ||||
Common shares issued for cash at $2 per share, Amount | $ 1,220 | 2,438,780 | 2,440,000 | ||
Net Loss | (404,635) | (404,635) | |||
Ending Balance, Shares at Aug. 31, 2019 | 4,822,016 | ||||
Ending Balance, Amount at Aug. 31, 2019 | $ 4,822 | $ 6,520,980 | $ (1,452,020) | $ (842,657) | $ 4,231,125 |
Common shares issued to officers for services, Shares | |||||
Common shares issued to officers for services, Amount | |||||
Net Loss | (731,205) | ||||
Ending Balance, Amount at May. 31, 2020 | $ 3,784,340 |
Condensed Consolidated Stockh_2
Condensed Consolidated Stockholders' Equity (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 05, 2019 | Aug. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Common Shares issued for cash, Amount | $ 0.02 | $ 2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss from continuing operations | $ (731,205) | $ (599,444) | $ (404,635) | $ (1,157,238) |
Net income from discontinued operations, net of tax benefit | 45,288 | |||
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||||
Executive salaries and consulting fees paid in stock | 127,435 | 305,584 | 197,052 | 196,250 |
Depreciation of tangible asset | 39,325 | 13,079 | ||
Amortization of intangible asset | 88,731 | 89,904 | 126,791 | 106,000 |
Impairment of intangible asset | 111,115 | |||
Loss/(gain) on sales of intangible assets | 120,000 | 120,000 | (7,280) | |
Gain /Loss from change in fair value of derivatives | 54,316 | |||
Interest expense | 193,591 | |||
Impairment of investment in iCrowdU | 280,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (76,800) | (25,700) | (25,700) | (59,520) |
Receivable on asset disposal | 1,280,000 | (1,280,000) | ||
Interest receivable | (26,240) | (8,725) | ||
Related party receivable | (52,588) | (44,834) | (34,994) | |
Prepaid expenses | 231 | (455,362) | 301,897 | (288,032) |
Rent security & electricity deposit | (14,541) | (15,027) | ||
Long-term prepayment | (1,011,200) | |||
Accounts payable and accrued liabilities | (49,945) | 95,080 | 140,223 | (80,087) |
Accrued payroll | (86,536) | (112,136) | (2,500) | |
Tax payable | (7,814) | 9,217 | ||
Due to shareholder | 826 | |||
Other payable | (157,824) | 161,856 | ||
Change in assets (liabilities) from discontinued operations | 100,232 | |||
Net cash used in operating activities | (218,045) | (615,849) | (811,101) | (866,887) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Sales of intangible asset | 80,000 | 80,000 | 253,000 | |
Note receivable | (1,047,040) | |||
Investment in iCrowdU | (280,000) | |||
Renovation of an office and an offline display store | 58,688 | (167,726) | ||
Development of intangible asset | 99,584 | 99,584 | 200,000 | |
Net cash used in / (provided by) investing activities | (78,272) | (1,234,350) | (227,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from shareholder | 424 | |||
Proceeds from issuance of convertible notes and warrants | 344,352 | |||
Proceeds from common stock issuances | 900,000 | 3,400,000 | 1,156,500 | |
Net cash provided by financing activities | 344,352 | 900,000 | 3,400,000 | 1,156,924 |
Net increase (decrease) in cash and cash equivalents | 126,307 | 205,879 | 1,354,549 | 63,037 |
Cash and cash equivalents - beginning of the year | 1,564,750 | 210,202 | 210,202 | 147,164 |
Cash and cash equivalents - end of the year | 1,691,057 | 416,081 | 1,564,750 | 210,202 |
Supplemental Cash Flow Disclosures | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Common shares returned for cancelled acquisition of iCrowdU | (10,000) | (10,000) | ||
Prepaid expense reversed for cancelled acquisition of iCrowdU | $ 10,000 | $ 10,000 | ||
Issuance of warrants in conjunction with convertible notes | $ 156,985 | |||
Common shares issued for acquisition of investment | 10,000 | |||
Issuance of common stock for services | 305,584 | |||
Issuance of common stock for acquisition of intangible asset | 72,000 | |||
Stock reverse split (50:1) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Reverse stock split ratio | 50:1 | 50:1 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS AB International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company's fiscal year end is August 31. On January 22, 2016, our former sole officer, who owned 83% of our outstanding common shares, sold all of his common shares to unrelated investor Jianli Deng. After the stock sale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailer promotions and we planned to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or online watch prices in the China market. On June 1, 2017, we entered into a Patent License Agreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The Technology is the subject of a utility patent in the People’s Republic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology for an initial period of one year from October 1, 2017 to September 30, 2018, subject to a right to renew. We were obligated to pay the Licensor $500,000 within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilization of the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, Chiyuan Deng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the payment of $500,000 initial payment amount due under the Agreement. In October of 2019, the term of this sublicensing agreement was renewed and extended until October 31, 2020. Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology. On March 10, 2018, we acquired intellectual property for $200,000 from All In One Media Ltd, previously named as Aura Blocks Ltd. On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectual property to China IPTV Industry Park Holdings Ltd. for $80,000. On March 21, 2018, we acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property. We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination. In February of 2020, 100% of the intellectual assets of KryptoKiosk Limited‘s carrying value $48,000 net of amortization is written off since the IP was never transferred to us and no revenue was generated from this intellectual asset. On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market. Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred. On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements. On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc. On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements. On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement. On September 5, 2018, the Company entered into an agreement to acquire a movie copyright for $768,000 from All In One Media Ltd, which holds 200,000 common shares of the Company as of August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura Blocks Limited is $153,600 as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in June, 2019. In August of 2019, the Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538. In December of 2018, we engaged StarEastnet, a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matching platform (Ai Bian Quan Qiu) and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commuting among different events. “Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform. Since no large social gathering is allowed as a result of COVID-19, there has been no revenue generated from the performance matching platform (Ai Bian Quan Qiu) since the end of January, 2020. In February of 2020, the Company decided that 80% of the carrying amount of Ai Bian Quan Qiu platform and its Wechat official account was impaired. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms. In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 common shares of the Company, for $422,400 with a gain of $59,792 in August of 2019. In August of 2019, the Company entered into a one-year loan agreement to lend $1,047,040 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July 31, 2020. On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited. The term of note receivable is from September 4, 2019 to March 3, 2020. This loan balance was paid off in full on May 4th, 2020. On April 22, 2020, the Company has announced the first phase development of its highly anticipated video streaming service, the Company expects a full launch this year. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. ABQQ.tv is expected to generate a new and profitable revenue stream immediately following its launch derived from its hybrid subscription and advertising business model. The Company’s decision to accelerate the development and launch date of the video streaming service was largely a result of the mandatory quarantine implemented for the COVID-19 pandemic, as the video streaming increased by as much as 70% during the quarantine period in February and March this year. | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS AB International Group Corp. (the "Company", "we" or "us") was incorporated under the laws of the State of Nevada on July 29, 2013 and originally intended to purchase used cars in the United States and sell them in Krygyzstan. The Company's fiscal year end is August 31. On January 22, 2016, our former sole officer, who owned 83% of our outstanding common shares, sold all of his common shares to unrelated investor Jianli Deng. After the stock sale, we modified our business to focus on the creation of a mobile app marketing engine. The app was designed for movie trailer promotions and we planned to generate a subscriber base of smartphone users primarily through pre-installed app smartphone makers, online app stores, WeChat official accounts, Weibo and other social network media outlets and sell prepaid cards or coins to movie distributors or other video advertisers in China. We created the app “Amoney” for the Android smartphone platform to develop a WeChat micro-shop that was designed to display and deliver a variety of information and links for download or online watch prices in the China market. On June 1, 2017, we entered into a Patent License Agreement (the “Agreement”) pursuant to which Guangzhou Shengshituhua Film and Television Company Limited, a company incorporated in China (“Licensor”), granted to us a worldwide license to a video synthesis and release system for mobile communications equipment (the “Technology”). The Technology is the subject of a utility patent in the People’s Republic of China. Under the Agreement, we are able to utilize, improve upon, and sub-license the technology for an initial period of one year from October 1, 2017 to September 30, 2018, subject to a right to renew. We were obligated to pay the Licensor $500,000 within 30 days of the date of the Agreement and a royalty fee in the amount of 20% of any proceeds resulting from our utilization of the Technology, whether in the form of sub-licensing fees or sales of licensed products. Our Chief Executive Officer, Chiyuan Deng and former Chief Executive Officer, Jianli Deng, jointly own and control Licensor. On October 10, 2017, we completed the payment of $500,000 initial payment amount due under the Agreement. In October, 2018, the term of this sublicensing agreement was renewed and extended until October 31, 2019. Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This app was already existing and licensed at the time we acquired the Technology. On March 10, 2018, we acquired intellectual property for $200,000 from All In One Media Ltd, previously named as Aura Blocks Ltd. On March 19, 2018, we entered into consulting agreements (the “Consulting Agreements”) with four consultants (the “Consultants”). The Consulting Agreements have terms or either two or three years. Under the Consulting Agreements the Consultants will provide services to us in Hong Kong and China related to blockchain technology and krypto kiosks. In consideration for the services provided by the Consultants, we have issued the Consultants a total of 1,100,000 shares of our common stock. On November 10, 2018, the Company sold this intellectual property to China IPTV Industry Park Holdings Ltd. for $80,000. On March 21, 2018, we acquired the intellectual assets of KryptoKiosk Limited, a crypto currencies kiosk company which has licenses and patent in Australia, which enable the operation of cryptocurrency ATMs that allow buying and selling of Bitcoin, Litecoin, and Ethererum all in one terminal. The Company plans to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposes to bring a physical aspect to something that is otherwise very abstract to people. We also issued to JPC Fintech Limited 2,400,000 common shares with a market value of $72,000 exchange of KryptoKiosk Limited’s assets consist mostly of intellectual property, including, but not limited to, certain domain names, copyrights, trademarks, and patents pending, but also include contract rights and personal property. We planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing, we proposed to bring a physical aspect to something that is otherwise very abstract to people. We planned to invest in machines and sell sub-licenses in the Asia Pacific region with future world-wide expansion. We had promoted and marketed the ATM business for 6 months or until around August 2018, because the BTC and cryptocurrencies price went down. The IP, however, was never transferred to us. We have repeatedly requested from Messrs. Grounds, Vickery and Shakespare access to the domains and websites and other information concerning the IP assets. As of the date of this annual report, no such information has been provided. In addition, the IP including domain names were transferred to others while Messrs. Vickery and Shakespare were officers of our company. As a result, we ceased promotions and marketing on the ATM business and relations cryptocurrencies business in September 2018. On November 21, 2018, we had sent the final notice that JPC Fintech has materially breached the agreement. We requested that JPC Fintech Ltd. return its stock certificate received in the transaction to our transfer agent for immediate cancellation. We have not yet received the certificate for termination. On May 9, 2018, we entered into an investor agreement with iCrowdU Inc. We agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of $1.228 for total consideration of $280,000. iCrowdU Inc. offers an online platform and mobile app for crowd funding services targeting the global crowd funding market. Furthermore, it was agreed to exchange 2,000,000 shares of our common stock for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of $1,935,000 by us into iCrowdU Inc., which never occurred. On or about May 9, 2018, we entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and Hadic received 200,000 shares of our common stock under the consultancy agreements. On or about July 26, 2018, we entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares of our common stock that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000. The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by us into iCrowdU Inc. On or about July 31, 2018, we entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements. On October 25, 2018, the above parties entered into an Agreement for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other. We agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all parties agreed to return any shares received from the above agreements, save we shall be permitted to retain the 228,013 shares purchased in iCrowdU Inc. Finally, we agreed to amend our Current Report on Form 8-K concerning certain disclosures made therein. We amended the report as per the agreement. On September 5, 2018, the Company entered into an agreement to acquire a movie copyright for $768,000 from All In One Media Ltd, which holds 200,000 common shares of the Company as of August 31, 2019 and is previously named as Aura Blocks Limited. The remaining balance to Aura Blocks Limited is $153,600 as of August 31, 2019. The Company has obtained the exclusive permanent broadcasting right outside the mainland China and is expected to generate revenues from showing the movie online, in theaters, and on TV outside the mainland China once this movie is completed in June, 2019. In August of 2019, the Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538. In December of 2018, we engaged StarEastnet, a software developer that holds 171,000 common shares of the Company as of August 31, 2019, to start developing a performance matching platform (Ai Bian Quan Qiu) and a WeChat official account to advertise the platform. The matching platform is to arrange performance events for celebrities and performers. Performers can set their schedules and quotes on the platform. The platform will maximize their profits from performance events by optimizing their schedules based upon quotes and event locations and save time from commuting among different events. “Ai Bian Quan Qiu” utilizes the artificial intelligence (AI) matching technology to instantly and accurately match performers and advertisers or merchants. The company charges agency service fees for each successful event matched through the platform. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms. In June, 2019, the Company completed the development of a video mix APP for social video sharing via iOS and Android smartphones. This app was originally planned to take advantage of the core design philosophy of “My film anyone, anywhere, anytime be together” as similar and competitive innovative video and community apps have been activated on over 2 million unique devices in China as of December 31, 2017 and precipitated the duet video synthesis phenomenon in China. However, the Company decided to focus on the “Ai Bian Quan Qiu” platform as its main business and thus sold the video mix APP to Anyone Pictures Limited, which holds 242,980 common shares of the Company, for $422,400 with a gain of $59,792 in August of 2019. In August of 2019, the Company entered into a one-year loan agreement to lend $1,047,040 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from August 1, 2019 to July 31, 2020. The Company expects to have similar short term note receivables for the next few years. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the period ended May 31, 2020 and May 31, 2019. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Foreign Currency Transactions The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. Accounts Receivable Accounts receivable consist of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the Company during the nine months ended May 31, 2020 and May 31, 2019, and no write-off for bad debt were recorded for the nine months ended May 31, 2020 and May 31, 2019. Prepaid Expenses Prepaid expenses primarily consist of consulting fees that have been paid in advance and prepayments of OTC market annual fee, website domain fee, TV promotion fee, and investor relation fee. The prepaid balances are amortized when the related expense is incurred. Note Receivable Note receivable is a one-year note bearing annual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the election of the Company, in cash on the Maturity Date, as applicable, or if the note receivable is prepaid earlier, on such prepayment date. Therefore, interest income is recorded along with interest receivable throughout the note period. Fixed Asset Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 7 years Appliances 5 years Leasehold Improvement Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years. Intangible Assets Intangible assets are stated at cost and depreciated as follows: ● Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years ● Movie copyrights: income forecast method for a period not to exceed 10 years ● Patent: straight-line method over the term of 5 years based on the patent license agreement Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company. Revenue Recognition The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis. Leasing The Company has operating leases for an office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term. Impairment of Long-lived asset The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a Group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Impairment losses are included in G&A expense. The impairment loss of intangible assets was $111,115, including $48,000 for the intellectual assets acquired from KryptoKiosk Limited and $63,115 for the performance matching platform “Ai Bian Quan Qiu” and its WeChat official account. Fair Value of Financial Instruments ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. Warrants Warrants are classified as equity and the proceeds from issuing warrants in conjunction with convertible notes are allocated based on the relative fair values of the base instrument of convertible notes and the warrants by following the guidance of ASC 470-20-25-2 as below: Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This usually results in a discount (or, occasionally, a reduced premium), which shall be accounted for as interest expense under Topic 835 Interest. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At May 31, 2020, there was unrecognized tax benefits. Please see Notes 13 for details. Value-Added Taxes The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable. For the nine months ended May 31, 2020, the Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable. Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for warrants, options and restricted shares under treasury stock method, and for convertible debts under if-convertible method, if dilutive. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period and excludes all potential common shares if their effects are anti-dilutive. In accordance with the Company’s convertible note agreements, the Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% or 60% of the lowest trading price during the 10 or 20 days prior to the day that the Holder requests conversion. 55% is applicable to EMA Financial whereas 60% applies for the other counterparties. The lowest trading price during 10 days prior to conversion is applicable to East Capital and East Capital, whereas the other counterparties utilize the lowest trading price during the preceding 20 days. The number of diluted shares from convertible notes is calculated with the assumption of converting all the outstanding principal balance and unpaid interest expense to common shares at the beginning of the period or at the time of issuance, if later. The number of diluted shares from warrants is the upper limit to which warrants can be converted into common shares. As of May 31, 2020, 101,716 potentially diluted shares were from convertible notes and 49,060 potentially diluted shares were from warrants. 49,060 diluted shares are the maximum number of common shares these warrants can be converted into. No potentially dilutive debt or equity instruments were issued or outstanding as of August 31, 2019. Nine Months Ended May 31, Diluted shares not included in basic loss per share computation 2020 2019 Warrants 49,060 — Convertible notes 101,716 — Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption of the amendment to have a material impact on its consolidated financial position and results of operations. In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. No intercompany balances or transactions exist during the period ended August 31, 2019. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the year period ended August 31, 2019. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Foreign Currency Transactions The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. Accounts Receivable Accounts receivable consist of amounts due from promotional services provided. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the Company during the year ended August 31, 2019 and 2018, and no write-off for bad debt were recorded for the year ended August 31, 2019, and 2018. Prepaid Expenses Prepaid expenses primarily consist of consulting fees that have been paid in advance and prepayments of financial adviser fee, OTC market annual fee, and website and domain fee. The prepaid balances are amortized when the related expense is incurred. Note Receivable Note receivable is a one-year note bearing annual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the election of the Company, in cash on the Maturity Date, as applicable, or if the note receivable is prepaid earlier, on such prepayment date. Therefore, interest income is recorded along with interest receivable throughout the note period. Fixed Asset Fixed asset consists of furniture Estimated and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 5 years Appliances 7 years Leasehold Improvement Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years. Intangible Assets Intangible assets are stated at cost and depreciated as follows: § Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years § Movie copyrights: income forecast method for a period not to exceed 10 years § Patent: straight-line method over the term of 5 years based on the patent license agreement Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company. Revenue Recognition The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: § the contract with a customer; § identify the performance obligations in the contract; § determine the transaction price; § allocate the transaction price to performance obligations in the contract; and § recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis. Leasing The Company has operating leases for an office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At August 31, 2019, there was unrecognized tax benefits. Please see Notes 11 for details. Value-Added Taxes The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable. For the year ended August 31, 2019, the Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable. The Company did not incur any VAT tax for the year ended August 31, 2018 as the “Ai Bian Quan Qiu” platform did not start generating revenue until February, 2019. Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding as of August 31, 2019 and August 31, 2018. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption of the amendment to have a material impact on its consolidated financial position and results of operations. In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES | NOTE 3 –PREPAID EXPENSES Prepaid expense was $21,739 and $21,970 as of May 31, 2020 and August 31, 2019, respectively. Prepaid expense at May 31, 2020 included $15,333 prepaid consulting fees, $2,000 prepayment of OTC market annual fee, $219 prepaid website and domain fee, $1,853 prepaid TV promotion fee, and $2,333 prepaid investor relation fee. | On June 1, 2018, the Company entered into an agreement with an outside phone apps designer to develop a VideoMix smartphone app for video synthesis and sharing. In June of 2019, the Company completed the VideoMix development and reclassified the previously recognized prepaid expense related to this Videomix development as intangible asset. In August of 2019, the Company sold the video mix APP to Anyone Pictures Limited for $422,400 with a gain of $59,792. On September 5, 2018, the Company acquired a movie copyright from Aura Blocks Limited at a purchase price of $768,000. As of August 31, 2019, the Company has one remaining payment of $153,600 recorded in other payable. The Company sold this movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538. Prepaid expense as of August 31, 2019 includes $6,667 prepaid consulting fees net of amortization, $3,500 prepayment of financial advisor fee, $11,000 prepayment of OTC market annual fee, and $803 prepaid website and domain fee. |
RECEIVABLE ON ASSET DISPOSAL
RECEIVABLE ON ASSET DISPOSAL | 12 Months Ended |
Aug. 31, 2019 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |
RECEIVABLE ON ASSET DISPOSAL | Receivable on Asset Disposal is comprised of $1,280,000 receivable from sales of two intangible assets, a Videomix APP and a movie copyright. The receivable amount from the sales of the movie copyright and the Videomix APP are $857,600 and $422,400, respectively. Refer to NOTE 14 for the subsequent collection of this receivable balance. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Receivables [Abstract] | ||
NOTE RECEIVABLE | NOTE 4 – NOTE RECEIVABLE Note receivable relates to two loan agreements entered with All In One Media, previously named as Aura Blocks Limited, in August and September of 2019, respectively. The note receivable entered in August, 2019 is a one-year loan of $1,047,040 the Company lends to All In One Media Ltd at an annual interest rate of 10%. The loan principal is due on July 31, 2020. The note receivable entered in September, 2019 is to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd with a term from September 4, 2019 to March 3, 2020. On May 4th, 2020, All In One Media paid off the loan principal of $1,049,600 with 5 months’ interest of $43,717. The Company has received 2 months’ extra interest income due to the delay in payment from All In One Media Ltd. As of May 31, 2020, and August 31, 2019, the Note receivable balance was both $1,047,040 and the interest receivable balance was $34,965 and $8,725, respectively. For the nine months ended May 31, 2020, the Company has generated an interest income of $148,549 from these two note receivables. | Note receivable relates to the one-year loan of $1,280,000 the Company lends to All In One Media Ltd at an annual interest rate of 10%. The loan principal is due at the end of the term on July 31, 2020. The Company has generated an interest income and an interest income receivable of $8,725 for the month of August, 2019. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Aug. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | On November 16, 2017, the Company sold the copyright and all other rights in a film named “Gong Fu Nv Pai” copyright and the mobile application (Amoney) assets to an unrelated party for $253,000 cash. The sales of intangible assets qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this revenue and expenses from these intangible assets in discontinued operations. The following table shows the results of operations of mobile application and copyright for year ended August 31, 2019 and 2018 which are included in the gain from discontinued operations: Years ended August 31, 2019 2018 Revenue $ — $ 49,920 Cost of revenue — (11,912) Income Tax Provision — — Gain from discontinued operations $ — $ 38,008 |
FIXED ASSETS AND LEASEHOLD IMPR
FIXED ASSETS AND LEASEHOLD IMPROVEMENT | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Leases [Abstract] | ||
LEASEHOLD IMPROVEMENT | NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT The Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. Leasehold improvement relates to renovation and upgrade of an office and an offline display store. The leasehold improvement is depreciated over 3 years which equal the terms of the operating lease for renting an office. The furniture and appliances are depreciated over 7 and 5 years, respectively. The total original cost was $167,278, including $146,304 for renovation of the office and the store and $20,974 office furniture and appliances. The accumulated depreciation was $52,404 and $12,631 at May 31, 2020 and August 31, 2019, respectively. May 31, August 31, 2020 2019 Appliances and furniture $ 20,974 $ 20,974 Leasehold improvement 146,304 146,304 Total cost 167,278 167,278 Accumulated depreciation (52,404 ) (12,631) Property and equipment, net $ 114,874 $ 154,647 | Leasehold improvement relates to renovation and upgrade of an office and an offline display store. There is a total cost of $165,760 due to the construction company, including $146,752 for renovation of the office and the store and $19,008 related to office furniture and appliances the construction company purchased on behalf of the Company. As of August 31, 2019, the Company has paid $161,088 to the construction company with a remaining unpaid balance of $4,672 recorded in other payable. As the renovation is completed as of August 31, 2019, the Company capitalized the renovation cost as leasehold improvement and the cost of furniture and appliances as fixed asset. The leasehold improvement is depreciated over 3 years which equal the terms of the operating lease for renting an office. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS As of May 31, 2020 and August 31, 2019, the balance of intangible assets are as follows; May 31, August 31, 2020 2019 Patent $ 500,000 $ 500,000 Intellectual property: Kryptokiosk — 72,000 Ai Bian Quan Qiu platform 19,917 99,584 Total cost 519,917 671,584 Accumulated amortization (305,970 ) (257,791) Intangible asset,net $ 213,947 $ 413,793 Amortization expenses for nine months ended May 31, 2020 and 2019 was $88,731and $89,904, respectively. | As of August 31, 2019, and August 31, 2018, the balance of intangible assets are as follows; August 31, 2019 2018 Patent $ 500,000 $ 500,000 Intellectual property: Aura — 200,000 Intellectual property: Kryptokiosk 72,000 72,000 Wechat official account 99,584 — Total cost 671,584 772,000 Accumulated amortization (257,791 ) (131,000) Intangible asset, net $ 413,793 $ 641,000 Amortization expenses for year ended August 31, 2019 and 2018 was $126,791 and $106,000 respectively. On November 10, 2018, the Company sold the $200,000 intellectual property from Aura Blocks Limited for $80,000 with a realized loss of $120,000. In August of 2019, the Company sold the movie copyright to China IPTV Industry Park Holding Ltd for $857,600 with a gain of $89,538 and the Videomix APP to Anyone Pictures Limited for $422,400 with a gain of $59,792. |
LONG-TERM PREPAYMENT
LONG-TERM PREPAYMENT | 9 Months Ended |
May 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
LONG-TERM PREPAYMENT | NOTE 7 - LONG-TERM PREPAYMENT In September 2019, the Company entered into an agreement with its related party Youall Perform Services Ltd. for upgrading software of the “Ai Bian Quan Qiu” platform at a cost of $128,000. $108,800 was paid upon signing the agreement and recorded as long-term prepayment in Q1, FY2020. As COVID-19 restricted crowd-gathering, “Ai Bian Quan Qiu” platform did not generate any revenue in Q2 and Q3, FY2020. The Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 2020. As such, $108,800 prepayment was expensed as research and development expense in Q3, FY2020. As of May 31, 2020, the long-term prepayment balance of $1,011,200 relates to three movie copyrights. In November 2019, the Company acquired two movie copyrights at a price of $256,000 for “Lushang” and $115,200 for “Qi Qing Kuai Che”. Both of them have been fully paid and recorded as long-term prepayment. The estimated earliest release date of these two movies will be in the third quarter of FY2021. In January 2020, the Company acquired another movie copyright “Ai Bian Quan Qiu” at a price of $870,978. As of May 31, 2020, $640,000 has been paid and recorded as long-term prepayment for this movie copyright. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
May 31, 2020 | |
Debt Securities [Abstract] | |
CONVERTIBLE NOTE | NOTE 8 - CONVERTIBLE NOTES On November 18, 2019, the Company closed a private financing with EMA Financial, LLC (“EMA Financial” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $250,000, and upon issuance, the Company is expected to receive net proceeds of $228,333 after subtracting an original issue discount of $21,667 per the Note agreement. This Note carries a prorated original issue discount of up to $21,667 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note. As part of initial closing the outstanding principal amount shall be $75,000 and the Holder shall pay $68,500 of the consideration (the “First Tranche”). Out of $68,500 consideration, the Company has received $64,737 cash from EMA Financial with the remaining $3,763 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 9 months with the maturity date on August 18, 2020. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 24.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the “Closing Price”) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date. In connection with the issuance of the Note, the Company granted EMA Financial a five-year cashless warrant (the “Warrant”) to purchase 30,000 shares of common stock at an exercise price of $12.5 per share. On December 13, 2019, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership (“Peak One”), pursuant to which we issued and sold to the Peak One a convertible promissory note. The Note has an original principal amount of $235,000, and upon issuance, the Company is expected to receive net proceeds of $211,500 after subtracting an original issue discount of $23,500 per the Note agreement. This Note carries a prorated original issue discount of up to $23,500 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note. As part of initial closing the outstanding principal amount shall be $85,000 and the Holder shall pay $76,500 of the consideration (the “First Tranche”). Out of $76,500 consideration, the Company has received $65,312 cash from Peak One with the remaining $11,188 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 1 year with the maturity date on December 09, 2020. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to the lesser of (a) $10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the Conversion Price is less than $0.01 per share, then Sixty percent (60%) shall automatically adjust to Fifty percent (50%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of conversion of the Debenture), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. In connection with the issuance of the Note, the Company granted Peak One a five-year cashless warrant (the “Warrant”) to purchase 10,000 shares of common stock at an exercise price of $10 per share. On January 8, 2020, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC., a New York limited company (“Crown Bridge”), pursuant to which the Company issued and sold to Crown a convertible promissory note, dated January 8, 2020, in the principal amount of $121,500. Upon issuance, the Company is expected to receive net proceeds of $109,500 after subtracting an original issue discount of $12,000 per the Note agreement. This Note carries a prorated original issue discount of up to $12,000 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note. As part of initial closing the outstanding principal amount shall be $40,500 and the Holder shall pay $36,500 of the consideration (the “First Tranche”). Out of $68,500 consideration, the Company has received $34,992 cash from Crown Bridge with the remaining $1,508 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 1 year with the maturity date on January 8, 2021. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal lesser (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The Conversion Price shall be the lesser of (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Principal Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Principal Market is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. In connection with the issuance of the Note, the Company granted Crown Bridge a five-year cashless warrant (the “Warrant”) to purchase 4,680 shares of common stock at an exercise price of $12.5 per share. On December 31, 2019, the Company closed a private financing with Auctus Fund, LLC, (“Auctus” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000, and upon issuance, the Company is expected to receive net proceeds of $75,000. As part of initial closing the outstanding principal amount shall be $75,000 and the Holder shall pay $75,000 of the consideration (the “First Tranche”). Out of $75,000 consideration, the Company has received $59,342 cash from Auctus with the remaining $15,658 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 9 months with the maturity date on September 30, 2020. The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The convertible note has prepayment and conversion features. The conversion price is the lesser of: (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trade price on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTC Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. On February 13, 2020, the Company closed a private financing with East Capital Investment Corporation (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000, and upon issuance, the Company is expected to receive net proceeds of $50,000. As part of initial closing the outstanding principal amount shall be $50,000 and the Holder shall pay $50,000 of the consideration (the “First Tranche”). Out of $50,000 consideration, the Company has received $43,492 cash from EMA Financial with the remaining $6,508 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 1 year with the maturity date on February 13,2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. On February 19, 2020, the Company closed a private financing with Fidelis Capital, LLC, (“Fidelis” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $50,000, and upon issuance, the Company is expected to receive net proceeds of $50,000. As part of initial closing the outstanding principal amount shall be $50,000 and the Holder shall pay $50,000 of the consideration (the “First Tranche”). Out of $50,000 consideration, the Company has received $43,487 cash from Fidelis with the remaining $6,513 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 1 year with the maturity date on February 19, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. On March 12, 2020, the Company closed a private financing with Armada Capital Partners, LLC, (“Armada” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $38,500, and upon issuance, the Company is expected to receive net proceeds of $35,000 after subtracting an original issue discount of $3,500 per the Note agreement. As part of initial closing the outstanding principal amount shall be $38,500 and the Holder shall pay $35,000 of the consideration (the “First Tranche”). Out of $35,000 consideration, the Company has received $32,992 cash from Fidelis with the remaining $2,008 spent as legal expense for note issuance and due diligence fees. The term of the convertible note is 1 year with the maturity date on March 12, 2021. The interest rate of 10.0% per annum. The convertible note has prepayment and conversion features. The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. In connection with the issuance of the Armada Note, the Company granted Armada a five-year cashless warrant (the “Warrant”) to purchase 4,200 shares of the Company’s common stock at an exercise price of $12.50 per share. The following table summarizes the convertible note and derivative liability in the balance sheet at May 31, 2020: Balance, August 31, 2019 $ — Principal $ 414,000 Discount on Note issuance $ (49,472) Accrued interest expense $ 16,429 Derivative liability $ 54,316 Balance, May 31, 2020 $ 435,273 The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used as of May 31, 2020 include (1) risk-free interest rates of 0.14% - 0.18%, (2) expected equity volatility of 58.3% - 91.1%, (3) zero dividends, (4) discount for lack of marketability of 35% (5) remaining terms and conversion prices as set forth in the convertible note agreement, and (6) the common stock price of the underlying share on the valuation dates. The Company recognizes day one loss due to convertible feature of $54,316 in the income statement for the nine months ended May 31, 2020. |
WARRANTS
WARRANTS | 9 Months Ended |
May 31, 2020 | |
Accounting Policies [Abstract] | |
WARRANTS | The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
May 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 - FAIR VALUE MEASUREMENTS The Company applies ASC 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Derivative liabilities of conversion features in convertible notes are classified within Level 3. We estimate the fair values of these liabilities at May 31, 2020 by using Monte Carlo simulation based on the remaining contractual terms, risk-free interest rates, and expected volatility of the stock prices, etc. The assumptions used, including the market value of stock prices in the future and the expect ed volatilities, were subjective unobservable inputs. Liabilities measured at fair value on a recurring basis as of May 31, 2020 are summarized below: Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Fair value at May 31, 2020 Derivative liabilities $ — $ — $ 54,316 $ 54,316 Derivative liabilities embedded in convertible notes Fair value at September 1, 2019 $ — Increase in liability 18,084 Fair value at November 30, 2019 18,084 Increase in liability 34,683 Changes in the fair value (2,441) Fair value at February 29, 2020 $ 50,326 Increase in liability 4,650 Changes in the fair value (660) Fair value at May 31, 2020 $ 54,316 |
OTHER PAYABLE
OTHER PAYABLE | 12 Months Ended |
Aug. 31, 2019 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLE | Other payable primarily consists of the last installment of $153,600 to Aura Blocks Limited for purchasing the movie copyright, $3,584 payable for a cloud hosting service, and $4,672 remaining payment for the office renovation. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
RELATED PARTY TRANSACTIONS | NOTE 11– RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. During the nine months ended May 31, 2020 and 2019, there are no such related party transactions. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreement is for a term of 5 years commencing on the effective date on June 1, 2017. The Company has already paid the licensor a non-refundable, up-from payment of $500,000 and shall pay a royalty of 20% of the gross revenue realized from the sale of licensed products and sub-licensing of this patent every year. The royalty expenses during the nine months ended May 31, 2020 and 2019 are $46,080 and $45,568, respectively. Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng, has been collecting revenue on behalf of the Company from the performance matching platform “Ai Bian Quan Qiu”. As of May 31, 2020, the Company has $87,581 related party receivable from Youall Perform Services Ltd for the revenue collected from “Ai Bian Quan Qiu” on behalf of the Company. In September 2019, the company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) Youall Perform Services Ltd. will provide IT consulting service for “Ai Bian Quan Qiu” platform upgrade and maintenance at a total cost of $128,000, out of which $108,800 has been paid. Since there was no revenue from “Ai Bian Quan Qiu” due to COVID-19 in Q2 and Q3 of FY2020, $108,800 long-term prepayment is expensed as research and development expense in Q3, FY2020. 2) The Company pays Youall Perform Services Ltd. 10% of the revenue generated from the “Ai Bian Quan Qiu” platform every month to reimburse the valued-added tax, tax surcharges, and foreign transaction fee Youall Perform Services Ltd. has been paying on behalf of the Company. The Company rented an office from Zestv Studios Ltd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of $5,504 as there is a one-month lag in payment of the office rent. During the nine months ended May 31, 2020, $127,435 was paid to five executives in the form of stock-based compensation and $11,250 cash salary was paid to the Chief Financial Officer. | In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. During the year ended August 31, 2018, a shareholder paid an invoice of $74 on behalf of the Company. During the year ended August 31, 2019, there are no such related party transactions. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”). The agreement is for a term of 5 years commencing on the effective date on June 1, 2017. The Company has already paid the licensor a non-refundable, up-from payment of $500,000 and shall pay a royalty of 20% of the gross revenue realized from the sale of licensed products and sub-licensing of this patent every year. The royalty expenses during the year ended August 31, 2019 and 2018 are $60,928 and $50,022, respectively. In December, 2018, the Company appointed Brandy Gao as Chief Financial Officer and issued 100,000 shares as compensation. In February 2019, the Company appointed Linqing Yeas Chief Operational Officer and Lijun Yu as Chief Marketing Officer, and issued 10,000,000 shares to each of them as compensation. During the year ended August 31, 2019, $162,003 was paid to six executives in the form of stock-based compensation and $14,976 cash salary was paid to the Chief Operational Officer. As of August 31, 2019, the company has $35,348 related party receivable from Youall Perform Services Ltd, owned by the Company’s Board of Director Jianli Deng. Youall Perform Services Ltd collected revenue from the performance matching platform (Ai Bian Quan Qiu) on behalf of the Company. The Company rented an office from Zestv Studios Ltd., owned by the Chief Executive Officer Chiyuan Deng, and incurred a total related party payable of $5,504 as there is a one-month lag in payment of the office rent. |
EQUITY
EQUITY | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
EQUITY | NOTE 12– EQUITY Effective as of June 6, 2018, AB International Group Corporation amended its Articles of Incorporation to increase its authorized common stock to One Billion (1,000,000,000) shares, par value $0.001 per share. During the year ended August 31, 2019, the following 40,600,000 common shares were returned to the Company due to the termination of the Investor Agreement to acquire 51% ownership of iCrowdU Inc: ● 2,000,000 shares for acquisition of shares of iCrowdU as collateral and 8,000,000 shares as consideration. ● 20,200,000 issued to Alexander Holtermann for employment as Chief Executive Officer, 10,200,000 to Ian Wright for employment as Chief Operational Officer, and 200,000 to Eichbaum Financial Reporting Services Inc. for consulting fees. In June, 2019, the Company incurred a 50:1 common reverse stock split. Prior to approval of the reverse split the Company had a total of 177,100,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the reverse split, the Company has a total of 3,602,016 issued and outstanding shares of common stock, par value $0.001. Upon the Reverse Split becoming effective, the par value per share of common stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to our common stock will be reduced proportionally, based on the exchange ratio of the Reverse Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The net income or loss and net book value per share of common stock will be increased, because there will be fewer shares of common stock outstanding. The Company issued the following common shares during year ended August 31, 2019: ● 1,975,000 shares issued for consulting services of $59,250 to two third-party consultants during Q1, FY2019 and 3,300,000 common shares for consulting services of $99,000 to nine third-party consultants during Q3, FY2019 ● 20,100,000 shares for services of the Chief Operational Officer, the Chief Marketing Officer, and the Chief Financial Officer. ● 18,000,000 common shares issued at $0.02 per share to five unrelated parties for proceeds of $360,000 during Q2, FY2019. The five unrelated parties include Anyone Pictures Limited, Kangdi Liu, Lijun Yu, Zestv Features Limited, and All In One Media Limited. ● 13,000,000 common shares issued at $0.02 per share to three unrelated parties, including 3,000,000 to Kangdi Liu and 10,000,000 Bonus Media Investment Limited during Q3, 2019 for total proceeds of $260,000 during Q3, FY2019. ● 3,000,000 common shares issued at $0.02 per share to an unrelated third party Zestv Features Limited in Q4, FY2019 before the 50:1 reverse stock split for a total proceed of $60,000. ● 20,000,000 common shares to the Chief Executive Officer Chiyuan Deng with 14,000,000 issued at $0.02 per share in Q3, FY2019 and 600,000 shares issued at $2 per share in Q4, FY2019 after the 50:1 reverse stock split for total cash proceeds of $1,480,000. ● 620,000 common shares issued at $2 per share after the reverse stock split to five unrelated party, including 100,000 to All In One Media Limited, 60,000 to KangDi Liu, 130,000 to Anyone Pictures Limited, 165,000 to StarEastNet, and 165,000 to Baoyu Chen, for total proceeds of $1,240,000 There are no common shares issued during the nine months ended May 31, 2020. The Company has 4,822,016 issued and outstanding shares of common stock as of May 31, 2020 and August 31, 2019. These common shares were held by approximately 513 shareholders of record at May 31, 2020 and August 31, 2019. During Q2 and Q3, FY2020 the Company issued four five-year warrants to purchase 49,060 shares of common stock at an exercise price of either $10.00 per share or $12.50 per share. | Effective as of June 6, 2018, AB International Group Corporation amended its Articles of Incorporation to increase its authorized common stock to One Billion (1,000,000,000) shares, par value $0.001 per share. During the year ended August 31, 2019, the following 40,600,000 common shares were returned to the Company due to the termination of the Investor Agreement to acquire 51% ownership of iCrowdU Inc: § 2,000,000 shares for acquisition of shares of iCrowdU as collateral and 8,000,000 shares as consideration. § 20,200,000 issued to Alexander Holtermann for employment as Chief Executive Officer, 10,200,000 to Ian Wright for employment as Chief Operational Officer, and 200,000 to Eichbaum Financial Reporting Services Inc. for consulting fees. In June, 2019, the Company incurred a 50:1 common reverse stock split . Prior to approval of the reverse split the Company had a total of 177,100,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the reverse split, the Company has a total of 3,602,016 issued and outstanding shares of common stock, par value $0.001. Upon the Reverse Split becoming effective, the par value per share of common stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to our common stock will be reduced proportionally, based on the exchange ratio of the Reverse Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The net income or loss and net book value per share of common stock will be increased, because there will be fewer shares of common stock outstanding. The Company issued the following common shares during year ended August 31, 2019: § 1,975,000 shares issued for consulting services of $59,250 to two third-party consultants during Q1, 2019 and 3,300,000 common shares for consulting services of $99,000 to nine third-party consultants during Q3, 2019 § 20,100,000 shares for services from officers: 10,000,000 issued to Linqing Ye for employment as Chief Operational Officer, 10,000,000 issued to Lijun Yu for employment as Chief Marketing Officer, 100,000 to Brandy Gao for employment as Chief Financial Officer. § 18,000,000 common shares issued at $0.02 per share to five unrelated parties for proceeds of $360,000 during Q2, 2019. The five unrelated parties include Anyone Pictures Limited, Kangdi Liu, Lijun Yu, Zestv Features Limited, and All In One Media Limited. § 13,000,000 common shares issued at $0.02 per share to three unrelated parties, including 3,000,000 to Kangdi Liu and 10,000,000 Bonus Media Investment Limited during Q3, 2019 for total proceeds of $260,000 during Q3, 2019. § 3,000,000 common shares issued at $0.02 per share to an unrelated third party Zestv Features Limited in Q4, 2019 before the 50:1 reverse stock split for a total proceed of $60,000. § 20,000,000 common shares to the Chief Executive Officer Chiyuan Deng with 14,000,000 issued at $0.02 per share in Q3, 2019 and 600,000 shares issued at $2 per share in Q4, 2019 after the 50:1 reverse stock split for total cash proceeds of $1,480,000. § 1,220,000 common shares issued at $2 per share after the reverse stock split to five unrelated party, including 100,000 to All In One Media Limited, 60,000 to KangDi Liu, 130,000 to Anyone Pictures Limited, 165,000 to StarEastNet, and 165,000 to Baoyu Chen, for total proceeds of $2,440,000 The Company has 4,822,016 issued and outstanding shares of common stock as of August 31, 2019 and 147,325,000 issued and outstanding shares of common stock as of August 31, 2018, prior to the stock reverse split. These common shares were held by approximately 513 and 32 shareholders of record at August 31, 2019 and 2018, respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
INCOME TAXES | NOTE 13– INCOME TAXES On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act. The Company’s financial statements for the year ended August 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. Components of net deferred tax assets, including a valuation allowance, are as follows as of May 31, 2020 and August 31, 2019: May 31, August 31, 2020 2019 Deferred tax asset attributable to: Net operating loss carry over $ 288,740 $ 201,056 Less: valuation allowance (288,740 ) (201,056) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $288,740 as of May 31, 2020 and $201,056 as of August 31, 2019. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of May 31, 2020 and August 31, 2019. Reconciliation between the statutory rate and the effective tax rate is as follows for the nine months ended May 31, 2020 and May 31, 2019: Nine months ended May 31, 2020 2019 Federal statutory tax rate 21 % 21% Change in valuation allowance (21 %) (21%) Effective tax rate 0 % 0% The Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject to a tax rate of 16.5%. During the nine months ended May 31, 2020 and May 31, 2019, the Company and its subsidiary have incurred a loss of (731,205) and ($599,444), respectively. As a result, the Company and its subsidiary did not incur any income tax during the nine months ended May 31, 2020 and May 31, 2019. | On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act. The Company’s financial statements for the year ended August 31, 2019 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. Components of net deferred tax assets, including a valuation allowance, are as follows as of August 31, 2019 and August 31, 2018: August 31, 2019 2018 Deferred tax asset attributable to: Net operating loss carry over $ 201,056 $ 149,948 Less: valuation allowance (201,056 ) (149,948) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $201,056 as of August 31, 2019 and $149,948 as of August 31, 2018. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2019 and August 31, 2018. Reconciliation between the statutory rate and the effective tax rate is as follows at August 31, 2019 and August 31, 2018: 2019 2018 Federal statutory tax rate 21% 21% Change in valuation allowance (21%) (21%) Effective tax rate 0% 0% The Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. It is governed by the income tax law of the Hong Kong and is subject to a tax rate of 16.5%. During the years ended August 31, 2019 and 2018, the Company and its subsidiary have incurred a loss of ($404,635) and ($1,111,950), respectively. As a result, the Company and its subsidiary did not incur any income tax during the years ended August 31, 2019 and 2018. |
CONCENTRATION RISK
CONCENTRATION RISK | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATION RISK | NOTE 14 – CONCENTRATION RISK 62% and 84% of revenue was generated from one customer during the nine months ended May 31, 2020 and May 31, 2019, respectively. 100% of account receivables was due from one customer as of May 31, 2020 and May 31, 2019. | 45% and 100% of revenue was generated from one customer during the year ended August 31, 2019 and 2018, respectively. 100% of account receivables was due from one customer as of August 31, 2019 and August 31, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating lease The Company leases office premises and a display store under non-cancelable operating lease agreements with an option to renew the lease. On February 21, 2020, the display store lease for a monthly rent of $1,766 was updated with a lower monthly rent of $768 per month from 02/23/2020 to 02/22/2021and $968 from 02/23/2021 to 02/22/2022. The rent expense for the nine months ended May 31, 2020 and 2019 was $61,440 and $12,570, respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $168,205 as of May 31, 2020, of which $45,069 was within one year. Future lease commitments FY 2020 $ 45,069 FY 2021 $ 77,184 FY 2022 $ 45,952 Total $ 168,205 | Operating lease The Company leases office premises and a display store under non-cancelable operating lease agreements with an option to renew the lease. The rental expense for the year ended August 31, 2019 and 2018 was $34,381 and $19,456 respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $229,120 as of August 31, 2019, of which $87,245 was within one year. Future lease commitments FY 2020 $ 87,245 FY 2021 $ 87,245 FY 2022 $ 54,630 Total $ 229,120 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Notes to Financial Statements | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to May 31, 2020 to the date these financial statements were issued. In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in the U.S. and international markets. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. It is too early to quantify the impact this situation will have on company revenue and profits at this time. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of supplies used in operations, etc. Accordingly, Management is evaluating the Company’s liquidity position, reduction in revenues, and reviewing the analysis of the Company’s financial performance as the Company seeks to withstand the uncertainty related to the coronavirus. As no large-crowd gathering has been allowed since the outbreak of COVID-19, the Company has not generated any revenue from the Ai Bian Quan Qiu performance matching platform. Consequently, the Company has decided to impair 80% of the intangible asset carrying value related to the Ai Bian Quan Qiu performance matching platform and its Wechat official account, given that it is uncertain whether this platform will continue generating any revenue. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events have been suspended for 7 months. The Company decided to shut down the Ai Bian Quan Qiu platform, which has created an adverse impact on the business and financial condition and hampered its ability to generate revenue and access sources of liquidity on reasonable terms. On July 1, 2020, the Company’s CEO Chiyuan Deng acquired 9,000 shares of common stock at a price of $0.9389 per share. Until July 7, 2020, $29,908 of the EMA Financial convertible note was converted to 231,500 shares of common stock at 55% of the lowest trading price in the 20 days prior to the conversion dates. As the conversion fee of $5,000 has deducted the converted note value and the additional MFN principal of $15,000 has been triggered when the conversion price is lower than $0.1, the remaining EMA Financial convertible note principal balance was $65,092.5. Until July 7, 2020, $50,000 of the Peak One Investments, LLC convertible note was converted to 224,752 shares of common stock at 60% of the lowest trading price in the 20 days prior to the conversion dates. The remaining Peak One convertible note principal balance was $35,000. | In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2019 to the date these financial statements were issued. On September 2, 2019, the Company paid off the balance of $153,600 to Aura Blocks Limited to acquire the movie copyright. On September 3, 2019, the Company collected the sales proceeds of $857,600 from selling the movie copyright. On September 24 and October 16, 2019, the Company collected $422,400 from Anyone Pictures Limited for the sales of the Videomix APP. Therefore, $1,280,000 receivable from sales of two intangible assets has been collected. On September 4, 2019, the Company entered into another loan agreement to lend $1,049,600 at an annual interest rate of 10% to All In One Media Ltd, previously named as Aura Blocks Limited, for producing films and digital videos in Hong Kong. The term of note receivable is from September 4, 2019 to March 3, 2020. Effective October 17, 2019, the Company has appointed Mr. Ho Fai Lam and Ms. Gigi Ruiyu Guan as members of Board of Directors. As non-employee directors, Mr. Lam and Ms. Guan will be entitled to participate in our Director Compensation Plan. Under Plan, independent directors will receive $1,000 for each meeting of the Board of Directors attended in person and $1,000 for each two meetings of the Board of Directors in which they participate by telephone or video conference. Additionally, they will receive an annual payment of (i) 2,000 shares of the Company’s common stock, par value $0.001, which shall be paid in quarterly grants of 500 shares, and (ii) an option to purchase 2,000 shares of the Company’s common stock, a quarter of which shall vest each quarter. This Plan is based on three-year term of office. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Summary Of Significant Accounting Policies Policies | ||
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31. The financial statements have been prepared on a consolidated basis, with their fully owned subsidiary App Board Limited. No intercompany balances or transactions exist during the period ended August 31, 2019. |
Basis of Consolidation | The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the period ended May 31, 2020 and May 31, 2019. | The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary App Board Limited registered and located in Hong Kong. No intercompany balances or transactions exist during the year period ended August 31, 2019. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. | For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. |
Foreign Currency Translations | The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. | The Company’s planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arise from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Non-monetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. |
Accounts receivable | Accounts receivable consist of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the Company during the nine months ended May 31, 2020 and May 31, 2019, and no write-off for bad debt were recorded for the nine months ended May 31, 2020 and May 31, 2019. | Accounts receivable consist of amounts due from promotional services provided. Amounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. No amount for bad debt expense has been recorded by the Company during the year ended August 31, 2019 and 2018, and no write-off for bad debt were recorded for the year ended August 31, 2019, and 2018. |
Prepaid Expenses | Prepaid expenses primarily consist of consulting fees that have been paid in advance and prepayments of OTC market annual fee, website domain fee, TV promotion fee, and investor relation fee. The prepaid balances are amortized when the related expense is incurred. | Prepaid expenses primarily consist of consulting fees that have been paid in advance and prepayments of financial adviser fee, OTC market annual fee, and website and domain fee. The prepaid balances are amortized when the related expense is incurred. |
Note Receivable | Note receivable is a one-year note bearing annual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the election of the Company, in cash on the Maturity Date, as applicable, or if the note receivable is prepaid earlier, on such prepayment date. Therefore, interest income is recorded along with interest receivable throughout the note period. | Note receivable is a one-year note bearing annual interest of 10% with the principal payable annually at the end of the term. Interest is due and payable, at the election of the Company, in cash on the Maturity Date, as applicable, or if the note receivable is prepaid earlier, on such prepayment date. Therefore, interest income is recorded along with interest receivable throughout the note period. |
Fixed Asset | Fixed asset consists of furniture and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 7 years Appliances 5 years | Fixed asset consists of furniture Estimated and appliances acquired for the office. The balance is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives listed below: Estimated Useful Life Furniture 5 years Appliances 7 years |
Leasehold Improvement | Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years. | Leasehold improvement is related to the enhancements paid by the Company to leased office and store. Leasehold improvement represents capital expenditures for direct costs of renovation or acquisition and design fees incurred. The amortization of leasehold improvements commences once the renovation is completed and ready for the Company’s intended use. Leasehold improvement is amortized over the lease term of 3 years. |
Intangible Assets | Intangible assets are stated at cost and depreciated as follows: ● Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years ● Movie copyrights: income forecast method for a period not to exceed 10 years ● Patent: straight-line method over the term of 5 years based on the patent license agreement Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company. | Intangible assets are stated at cost and depreciated as follows: § Mobile application product: straight-line method over the estimated life of the asset, which has been determined by management to be 3 years § Movie copyrights: income forecast method for a period not to exceed 10 years § Patent: straight-line method over the term of 5 years based on the patent license agreement Amortized costs of the intangible asset are recorded as cost of sales, as the intangible asset is directly related to generation of revenues in the Company. |
Warrants | Warrants are classified as equity and the proceeds from issuing warrants in conjunction with convertible notes are allocated based on the relative fair values of the base instrument of convertible notes and the warrants by following the guidance of ASC 470-20-25-2 as below: Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This usually results in a discount (or, occasionally, a reduced premium), which shall be accounted for as interest expense under Topic 835 Interest. | |
Income Taxes | The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At May 31, 2020, there was unrecognized tax benefits. Please see Notes 13 for details. | The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At August 31, 2019, there was unrecognized tax benefits. Please see Notes 11 for details. |
Revenue Recognition | The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis. | The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method. In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: § the contract with a customer; § identify the performance obligations in the contract; § determine the transaction price; § allocate the transaction price to performance obligations in the contract; and § recognize revenue as the performance obligation is satisfied. The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The Company generates revenue from sub-licensing a patent and charging a service fee from the “Ai Bian Quan Qiu” platform for actors and commercial events matching. The sub-licensing revenue is recognized monthly based upon the number of users who download the APP that utilizes the Company’s patent. The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. During the year of 2019, both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. The “Ai Bian Quan Qiu” platform service revenue is derived principally from providing matching service to merchants who are looking for actors to perform at their advertising events. The Company recognizes revenue upon a matching event is accepted by actors with a service fee of 10% of the actors’ quote for performing at the events. For the service fee revenue from the “Ai Bian Quan Qiu” platform, the Company does not control the specified goods or services before that is transferred to the customers and thus the Company is an agent. Therefore, this service revenue is recognized at a net basis. |
Leasing | The Company has operating leases for an office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term. | The Company has operating leases for an office and a store for display with expiration dates through 2022. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Lease expense is recognized on a straight-line basis over the lease term. |
Impairment of long-lived asset | The Company evaluates its long-lived assets or asset group, including intangible assets with indefinite and finite lives, for impairment. Intangible assets with indefinite lives that are not subject to amortization are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with ASC 350. Such impairment test compares the fair values of assets with their carrying values with an impairment loss recognized when the carrying values exceed fair values. For long-lived assets and intangible assets with finite lives that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a Group of long-lived assets may not be recoverable. When these events occur, the Company evaluates impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Impairment losses are included in G&A expense. The impairment loss of intangible assets was $111,115, including $48,000 for the intellectual assets acquired from KryptoKiosk Limited and $63,115 for the performance matching platform “Ai Bian Quan Qiu” and its WeChat official account. | |
Fair value of financial instruments | ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. | |
Accounting for derivative instruments | The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. | |
Value-Added Taxes | The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable. For the nine months ended May 31, 2020, the Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable. | The Company generates revenue in People's Republic of China (PRC) via the “Ai Bian Quan Qiu” platform and is subject to a value-added tax at an effective rate of 6%. In accordance with PRC law, the Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable. For the year ended August 31, 2019, the Company’s revenue generated from the “Ai Bian Quan Qiu” platform is subject to VAT at a rate of 6% and subject to surcharges at a rate of 12% of the VAT payable. The Company did not incur any VAT tax for the year ended August 31, 2018 as the “Ai Bian Quan Qiu” platform did not start generating revenue until February, 2019. |
Basic and Diluted Income (Loss) Per Share | The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for warrants, options and restricted shares under treasury stock method, and for convertible debts under if-convertible method, if dilutive. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period and excludes all potential common shares if their effects are anti-dilutive. In accordance with the Company’s convertible note agreements, the Note Holders have the option to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price equal to a price which is 55% or 60% of the lowest trading price during the 10 or 20 days prior to the day that the Holder requests conversion. 55% is applicable to EMA Financial whereas 60% applies for the other counterparties. The lowest trading price during 10 days prior to conversion is applicable to East Capital and East Capital, whereas the other counterparties utilize the lowest trading price during the preceding 20 days. The number of diluted shares from convertible notes is calculated with the assumption of converting all the outstanding principal balance and unpaid interest expense to common shares at the beginning of the period or at the time of issuance, if later. The number of diluted shares from warrants is the upper limit to which warrants can be converted into common shares. As of May 31, 2020, 101,716 potentially diluted shares were from convertible notes and 49,060 potentially diluted shares were from warrants. 49,060 diluted shares are the maximum number of common shares these warrants can be converted into. No potentially dilutive debt or equity instruments were issued or outstanding as of August 31, 2019. Nine Months Ended May 31, Diluted shares not included in basic loss per share computation 2020 2019 Warrants 49,060 — Convertible notes 101,716 — | The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding as of August 31, 2019 and August 31, 2018. The earnings per share after the reverse stock split is presented retrospectively as if the reverse split had occurred at the very beginning of the business. |
Recent accounting pronouncements | In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption of the amendment to have a material impact on its consolidated financial position and results of operations. In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. | In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 – the date on which the Tax Cuts and Jobs Act was signed into law. The Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07: “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting”. This ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption of the amendment to have a material impact on its consolidated financial position and results of operations. In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
Estimated useful lives of fixed assets | Estimated Useful Life Furniture 5 years Appliances 7 years | Estimated Useful Life Furniture 5 years Appliances 7 years |
Diluted shares not included in loss per share computation | Nine Months Ended May 31, Diluted shares not included in basic loss per share computation 2020 2019 Warrants 49,060 — Convertible notes 101,716 — |
FIXED ASSETS AND LEASEHOLD IM_2
FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Tables) | 9 Months Ended |
May 31, 2020 | |
Leases [Abstract] | |
Fixed assets and leasehold improvement | Estimated Useful Life Furniture 5 years Appliances 7 years |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
May 31, 2020 | |
Accounting Policies [Abstract] | |
Convertible note and derivative liability | Balance, August 31, 2019 $ — Principal $ 414,000 Discount on Note issuance $ (49,472) Accrued interest expense $ 16,429 Derivative liability $ 54,316 Balance, May 31, 2020 $ 435,273 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
May 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Warrant Summary | Number of warrants Warrants as at August 31,2019 — Warrants granted 49,060 Exercised, forfeited or expired — Outstanding at May 31,2020 49,060 Exercisable at May 31, 2020 10,000 |
Incormation of Warrant Summary | Warrants outstanding Warrants exercisable Exercise price Number outstanding Weighted average remaining contractual life (in years) Weighted average exercise price Number exercisable Weighted average exercise price EMA Financial $ 12.50 30,000 2.83 $ 8.39 — $ — Peak One $ 10.00 10,000 0.92 $ 2.24 10,000 $ 10.00 Crown Bridge $ 12.50 4,680 0.46 $ 1.31 — $ — Armada Partners $ 12.50 4,200 0.41 1.07 Total 49,060 4.62 $ 11.99 10,000 $ 10.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
May 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements using inputs | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Fair value at May 31, 2020 Derivative liabilities $ — $ — $ 54,316 $ 54,316 |
Schedule of fair value summary | Derivative liabilities embedded in convertible notes Fair value at September 1, 2019 $ — Increase in liability 18,084 Fair value at November 30, 2019 18,084 Increase in liability 34,683 Changes in the fair value (2,441) Fair value at February 29, 2020 $ 50,326 Increase in liability 4,650 Changes in the fair value (660) Fair value at May 31, 2020 $ 54,316 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Years ended August 31, 2019 2018 Revenue $ — $ 49,920 Cost of revenue — (11,912) Income Tax Provision — — Gain from discontinued operations $ — $ 38,008 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Intangible Assets Tables | ||
Schedule of intangible assets | May 31, August 31, 2020 2019 Patent $ 500,000 $ 500,000 Intellectual property: Kryptokiosk — 72,000 Ai Bian Quan Qiu platform 19,917 99,584 Total cost 519,917 671,584 Accumulated amortization (305,970 ) (257,791) Intangible asset,net $ 213,947 $ 413,793 | August 31, 2019 2018 Patent $ 500,000 $ 500,000 Intellectual property: Aura — 200,000 Intellectual property: Kryptokiosk 72,000 72,000 Wechat official account 99,584 — Total cost 671,584 772,000 Accumulated amortization (257,791 ) (131,000) Intangible asset, net $ 413,793 $ 641,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Income Taxes Tables | ||
Schedule of Deferred Tax Assets and Liabilities | May 31, August 31, 2020 2019 Deferred tax asset attributable to: Net operating loss carry over $ 288,740 $ 201,056 Less: valuation allowance (288,740 ) (201,056) Net deferred tax asset $ — $ — | August 31, 2019 2018 Deferred tax asset attributable to: Net operating loss carry over $ 201,056 $ 149,948 Less: valuation allowance (201,056 ) (149,948) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Nine months ended May 31, 2020 2019 Federal statutory tax rate 21 % 21% Change in valuation allowance (21 %) (21%) Effective tax rate 0 % 0% | 2019 2018 Federal statutory tax rate 21% 21% Change in valuation allowance (21%) (21%) Effective tax rate 0% 0% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
Future lease commitments | Future lease commitments FY 2020 $ 45,069 FY 2021 $ 77,184 FY 2022 $ 45,952 Total $ 168,205 | FY 2020 $ 87,245 FY 2021 $ 87,245 FY 2022 $ 54,630 Total $ 229,120 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Sep. 05, 2018 | May 09, 2018 | Oct. 10, 2017 | Aug. 31, 2019 | Oct. 25, 2018 | Jul. 26, 2018 | Jun. 01, 2017 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2016 | Sep. 04, 2019 | Aug. 01, 2019 | Jul. 31, 2019 | Dec. 01, 2018 | Mar. 21, 2018 | Mar. 19, 2018 | Mar. 10, 2018 | Jan. 22, 2016 |
Organization And Business Operations [Line Items] | ||||||||||||||||||
Entity incorporation, date of incorporation | Jul. 29, 2013 | |||||||||||||||||
Loan amount | $ 1,280,000 | $ 1,280,000 | $ 1,049,600 | |||||||||||||||
Loan, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||
Term of loan | 1 year | 1 year | 5 months 28 days | |||||||||||||||
Ownership interest sold by former officer | 83.00% | |||||||||||||||||
Revenues | $ 2,820,000 | |||||||||||||||||
Payments made to patent agreements | $ 50,000,000 | |||||||||||||||||
Cash payment for intellectual property in Aura Blocks LTD | $ 20,000,000 | |||||||||||||||||
Shares issued to consultants | 1,100,000 | |||||||||||||||||
Common Shares issued to JPC Fintech Mimited | 2,400,000 | |||||||||||||||||
Market Value of Shares Issued to JPC Fintech Limited | $ 7,200,000 | |||||||||||||||||
All In One Media Ltd [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Common shares held | 200,000 | |||||||||||||||||
Obligation to pay Licensor | $ 76,800,000 | |||||||||||||||||
Payments made to patent agreements | $ 46,086,200 | |||||||||||||||||
Sale of investment | $ 85,760,000 | |||||||||||||||||
Proceeds on sale of investment | $ 8,953,800 | |||||||||||||||||
Patent License Agreement [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Term of Agreement | 5 years | |||||||||||||||||
Obligation to pay Licensor | $ 50,000,000 | |||||||||||||||||
Royaly Fee on proceeds | $ 0.20 | |||||||||||||||||
Payment due within days of agreement | 30 days | |||||||||||||||||
Anyone Pictures Limited [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Common shares held | 242,980 | |||||||||||||||||
Sale of investment | $ 422,400 | |||||||||||||||||
Proceeds on sale of investment | $ 59,792 | |||||||||||||||||
Loan Agreement | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Loan amount | $ 104,704,000 | $ 104,704,000 | ||||||||||||||||
Loan, interest rate | 10.00% | 10.00% | ||||||||||||||||
Term of loan | 1 year | 1 year | ||||||||||||||||
StarEastnet | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Common shares held | 171,000 | |||||||||||||||||
Investment Agreement Step 1 [Member] | iCrowdU [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Shares of iCrowdU purchased | 228,013 | |||||||||||||||||
Price Per Share of iCrowdU purchased | $ 1.228 | |||||||||||||||||
Total Consideration to iCrowdU | $ 28,000,000 | |||||||||||||||||
Shares of Common Stock given in exchange with iCrowdU | 2,000,000 | |||||||||||||||||
Shares of Common Stock received in exchange with iCrowdU | 2,000,000 | |||||||||||||||||
iCrowdU Investment Total | $ 193,500,000 | |||||||||||||||||
Percent of iCrowdU Proposed to Purchase | 40.00% | |||||||||||||||||
Common Shares proposed to be issued in exchange | 8,000,000 | |||||||||||||||||
Value of proposed investment in iCrowdU | $ 1,000,000,000 | |||||||||||||||||
Shares cut not delivered | 8,000,000 | |||||||||||||||||
Consultancy Agreement [Member] | Holtermann Wright Hadic [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Shares of Common Stock Issued to each consultant | 200,000 | |||||||||||||||||
Termination and Release Agreementt [Member] | iCrowdU [Member] | ||||||||||||||||||
Organization And Business Operations [Line Items] | ||||||||||||||||||
Settlement of outstanding expenses and costs incurred by iCrowdU | 644490.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | |
Warrants | 49,060 | ||
Convertible notes | $ 101,716 | ||
Furniture [Member] | |||
Estimated useful life of fixed asset | 7 years | 5 years | |
Appliances [Member] | |||
Estimated useful life of fixed asset | 5 years | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | |
Impairment loss of intangible assets | $ 111,115 | ||
Potentially dilutive warrants issued and outstanding | 49,060 | ||
Potentially dillutive convertible notes issued and outstanding | $ 101,716 | ||
Bad debt expense | 0 | 0 | |
Write off for bad debt | $ 0 | $ 0 | |
Mobile application product [Member] | |||
Estimated useful life of intangible asset | 5 years | ||
Finite-lived intangible assets, amortization method | Straight-line method | ||
Patent [Member] | |||
Estimated useful life of intangible asset | 5 years | ||
Finite-lived intangible assets, amortization method | Straight-line method | ||
Copyrights [Member] | |||
Finite-lived intangible assets, amortization method | Income forecast method | ||
Copyrights [Member] | Maximum [Member] | |||
Estimated useful life of intangible asset | 10 years | ||
Furniture [Member] | |||
Estimated useful life of fixed asset | 7 years | 5 years | |
Appliances [Member] | |||
Estimated useful life of fixed asset | 5 years | 7 years |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Sep. 05, 2018 | Aug. 31, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
Prepaid consulting fees, net of amortization | $ 6,667 | $ 6,667 | ||||
Prepayment of financial advisor fees | 3,500 | 3,500 | ||||
Prepayment of OTC Markets fee | 11,000 | |||||
Prepaid website and domain fee | 803 | 803 | ||||
Total due for copyright | 153,600 | 153,600 | ||||
Prepaid expense | 21,970 | $ 21,739 | 21,970 | $ 333,867 | ||
Prepaid expenses to third parties | (231) | $ 455,362 | (301,897) | $ 288,032 | ||
Anyone Pictures Limited [Member] | ||||||
Sale of investment | 422,400 | |||||
Proceeds on sale of investment | 59,792 | |||||
Aura Blocks Limited [Member] | ||||||
Purchase price of movie copyright | $ 768,000 | |||||
Total due for copyright | 153,600 | $ 153,600 | ||||
Sale of investment | 857,600 | |||||
Proceeds on sale of investment | $ 89,538 | |||||
Consulting Fees [Member] | ||||||
Prepaid expenses to third parties | 15,333 | |||||
OTC Markets Annual Fee [Member] | ||||||
Prepaid expenses to third parties | 2,000 | |||||
Website and Domain Fee [Member] | ||||||
Prepaid expenses to third parties | 219 | |||||
TV Promotion Fee [Member] | ||||||
Prepaid expenses to third parties | 1,853 | |||||
Prepaid Investor Relations Fee [Member] | ||||||
Prepaid expenses to third parties | $ 2,333 |
RECEIVABLE ON ASSET DISPOSAL (D
RECEIVABLE ON ASSET DISPOSAL (Details Narrative) | 12 Months Ended |
Aug. 31, 2019USD ($) | |
Receivable from sales of intangible assets | $ 1,280,000 |
Movie Copyright | |
Receivable from sales of intangible assets | 857,600 |
Videomix App | |
Receivable from sales of intangible assets | $ 422,400 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | May 04, 2020 | May 31, 2020 | Sep. 04, 2019 | Aug. 31, 2019 | Aug. 01, 2019 | Jul. 31, 2019 |
Loan amount | $ 1,049,600 | $ 1,280,000 | ||||
Loan, interest rate | 10.00% | 10.00% | ||||
Term of loan | 5 months 28 days | 1 year | ||||
Note receivable balance | $ 1,047,040 | $ 1,047,040 | ||||
Interest income and receivable | 34,965 | $ 8,725 | ||||
Interest income | $ 148,549 | |||||
Loan Agreement | ||||||
Loan amount | $ 104,704,000 | $ 104,704,000 | ||||
Loan, interest rate | 10.00% | 10.00% | ||||
Term of loan | 1 year | 1 year | ||||
Loan Agreement Two | ||||||
Loan amount | $ 104,960,000 | |||||
Loan, interest rate | 10.00% | |||||
Term of loan | 6 months | |||||
Loan principal paid | $ 104,960,000 | |||||
Interest paid | $ 43,717 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 49,920 | |
Cost of revenue | 11,912 | |
Income Tax Provision | ||
Gain from discontinued operations | $ 38,008 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 03, 2019 | Nov. 16, 2017 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Sales of intangible asset | $ 857,600 | $ 253,000 | $ 80,000 | $ 80,000 | $ 253,000 |
FIXED ASSETS AND LEASEHOLD IM_3
FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Details) - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Leasehold improvement | $ 97,537 | $ 134,523 | |
Accumulated depreciation | 52,404 | 12,631 | |
Property and equipment, net | 17,337 | 20,124 | |
Renovation Costs | |||
Appliances and furniture | 20,974 | 20,974 | |
Leasehold improvement | 146,304 | 146,304 | |
Total cost | 167,278 | 167,278 | |
Accumulated depreciation | 52,404 | 12,631 | |
Property and equipment, net | $ 114,874 | $ 154,647 |
FIXED ASSETS AND LEASEHOLD IM_4
FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2020 | Aug. 31, 2019 | |
Leashold improvement cost | $ 167,278 | $ 165,760 |
Depreciation term of improvements | 3 years | |
Office renovation cost | $ 146,304 | |
Furniture and appliances | 20,974 | |
Accumulated depreciation | $ 52,404 | $ 12,631 |
Paid for construction | 161,088 | |
Unpaid balance of construction | $ 4,672 | |
Furniture [Member] | ||
Estimated useful life of fixed asset | 7 years | 5 years |
Appliances [Member] | ||
Estimated useful life of fixed asset | 5 years | 7 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Total Cost | $ 519,917 | $ 671,584 | $ 772,000 |
Accumulated amortization | (305,970) | (257,791) | (131,000) |
Intangible asset, net | 213,947 | 413,793 | 641,000 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 500,000 | 500,000 | 500,000 |
Ai Bian Quan Qiu Platform [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 19,917 | ||
Kryptokiosk Limited [Member] | Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 72,000 | 72,000 | |
Aura Blocks Ltd [Member] | Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 200,000 | ||
Wechat Official Account [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 99,584 |
INTANGIBLE ASSETS (Detail Narra
INTANGIBLE ASSETS (Detail Narrative) - USD ($) | Nov. 10, 2018 | Sep. 03, 2019 | Aug. 31, 2019 | Nov. 16, 2017 | May 31, 2020 | May 31, 2019 | May 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expenses | $ 88,731 | $ 89,904 | $ 89,312 | $ 126,791 | $ 106,000 | ||||
Sale of intellectual property | $ 857,600 | $ 253,000 | $ 80,000 | 80,000 | $ 253,000 | ||||
Gain on sales of assets | $ 1,280,000 | ||||||||
Aura Blocks Ltd [Member] | Intellectual Property [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale of intellectual property | $ 200,000 | ||||||||
Realized loss on sale of intellectual property | 120,000 | ||||||||
Gain on sales of assets | $ 80,000 | ||||||||
Aura Blocks Ltd [Member] | Movie Copyrights [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale of intellectual property | $ 857,600 | ||||||||
Gain on sales of assets | 89,538 | ||||||||
Aura Blocks Ltd [Member] | Videomix App [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale of intellectual property | 422,400 | ||||||||
Gain on sales of assets | $ 59,792 |
LONG-TERM PREPAYMENT (Details N
LONG-TERM PREPAYMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May 31, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | May 31, 2020 | Feb. 29, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Research and development expense | $ 108,800 | $ 108,800 | |||||||
Long-term prepayment | $ 1,011,200 | 1,011,200 | 1,011,200 | ||||||
Youall Perform Services Ltd | |||||||||
Software upgrade agreement | $ 128,000 | ||||||||
Long-term prepayment for upgrade | 108,800 | ||||||||
Lushang Copyright | |||||||||
Movie copyright acquisition cost | $ 256,000 | ||||||||
Pre-payments made for movie copyrights | 256,000 | ||||||||
Qi Qing Kuai Che Copyright | |||||||||
Movie copyright acquisition cost | $ 115,200 | ||||||||
Pre-payments made for movie copyrights | $ 115,200 | ||||||||
Ai Bian Quan Qiu Copyright | |||||||||
Movie copyright acquisition cost | $ 870,978 | ||||||||
Pre-payments made for movie copyrights | $ 640,000 | ||||||||
Impairment rate | 80.00% | ||||||||
Research and development expense | $ 108,800 |
CONVERTIBLE NOTES - (Details)
CONVERTIBLE NOTES - (Details) - USD ($) | 9 Months Ended | |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance | $ 435,273 | |
Principal | 414,000 | |
Discount on Note issuance | (49,472) | |
Accrued interest expense | 16,428 | |
Derivative liability | $ 54,316 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Mar. 12, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | May 31, 2020 | Feb. 19, 2020 | May 31, 2020 | Dec. 13, 2020 | Nov. 18, 2019 | Aug. 31, 2019 |
Original issue discount | $ 168,205 | $ 168,205 | $ 168,205 | |||||||
One day loss due to convertible feature | 54,316 | |||||||||
Dividends | $ 0 | |||||||||
Remaining term of note | 8 months 19 days | |||||||||
Marketability discount | 35.00% | |||||||||
Warrants issued | 49,060 | 49,060 | ||||||||
Warrant exercise price, per share | ||||||||||
EMA Financial, LLC | ||||||||||
Convertible note, principal amount | $ 250,000 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 9 months | |||||||||
Maturity date | Aug. 18, 2020 | |||||||||
Net proceeds from note | $ 228,333 | |||||||||
Original issue discount | 21,667 | |||||||||
Outstanding principal amount | $ 75,000 | |||||||||
Holder consideration | 68,500 | |||||||||
Cash received from note | 64,737 | |||||||||
Legal expenses and due diligence fees | $ 3,763 | |||||||||
Interest rate, upon default | 24.00% | |||||||||
Conversion terms | The conversion price shall equal the lower of: (i) the lowest closing price during the preceding 20 trading day period ending on the latest complete trading day prior to the Issue Date of this Note (the ?Closing Price?) or (ii) 55.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading Days on which at least 100 shares of common stock were traded including and immediately preceding the Conversion Date. | |||||||||
Warrants issued | 30,000 | 30,000 | ||||||||
Warrant exercise price, per share | $ 12.5 | $ 12.5 | ||||||||
Peak One Opportunity Fund L.P. | ||||||||||
Convertible note, principal amount | $ 235,000 | |||||||||
Original issue discount | 23,500 | |||||||||
Outstanding principal amount | $ 85,000 | |||||||||
Warrants issued | 10,000 | 10,000 | 10,000 | |||||||
Warrant exercise price, per share | $ 10 | $ 10 | $ 10 | |||||||
Crown Bridge Partners, LLC | ||||||||||
Convertible note, principal amount | $ 121,500 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 1 year | |||||||||
Maturity date | Jan. 8, 2021 | |||||||||
Net proceeds from note | $ 109,500 | |||||||||
Original issue discount | 12,000 | |||||||||
Outstanding principal amount | 40,500 | |||||||||
Holder consideration | 36,500 | |||||||||
Cash received from note | 34,992 | |||||||||
Legal expenses and due diligence fees | $ 1,508 | |||||||||
Interest rate, upon default | 15.00% | |||||||||
Conversion terms | The Conversion Price shall be the lesser of (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Principal Market”) | |||||||||
Warrants issued | 4,680 | |||||||||
Warrant exercise price, per share | $ 12.5 | |||||||||
Auctus Fund, LLC | ||||||||||
Convertible note, principal amount | $ 75,000 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 9 months | |||||||||
Maturity date | Sep. 30, 2020 | |||||||||
Net proceeds from note | $ 75,000 | |||||||||
Outstanding principal amount | $ 75,000 | |||||||||
Cash received from note | 59,342 | |||||||||
Legal expenses and due diligence fees | $ 15,658 | |||||||||
Interest rate, upon default | 24.00% | |||||||||
Conversion terms | The conversion price is the lesser of: (i) the lowest closing price of the Common Stock during the previous twenty (20) Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date. | |||||||||
East Capital Investment Corporation | ||||||||||
Convertible note, principal amount | $ 50,000 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 1 year | |||||||||
Maturity date | Feb. 13, 2021 | |||||||||
Net proceeds from note | $ 50,000 | |||||||||
Cash received from note | 43,492 | |||||||||
Legal expenses and due diligence fees | $ 6,508 | |||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. | |||||||||
Fidelis Capital, LLC | ||||||||||
Convertible note, principal amount | $ 50,000 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 1 year | |||||||||
Maturity date | Feb. 19, 2021 | |||||||||
Net proceeds from note | $ 50,000 | |||||||||
Cash received from note | 43,487 | |||||||||
Legal expenses and due diligence fees | $ 6,513 | |||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties. | |||||||||
Armada Capital Partners LLC | ||||||||||
Convertible note, principal amount | $ 38,500 | |||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 1 year | |||||||||
Maturity date | Mar. 12, 2021 | |||||||||
Net proceeds from note | $ 35,000 | |||||||||
Original issue discount | 3,500 | |||||||||
Outstanding principal amount | 38,500 | |||||||||
Holder consideration | 35,000 | |||||||||
Cash received from note | 32,992 | |||||||||
Legal expenses and due diligence fees | $ 2,008 | |||||||||
Conversion terms | The conversion price shall equal to a price which is a 40% discount to the lowest trading price in the ten (10) days prior to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties | |||||||||
Warrants issued | 4,200 | |||||||||
Warrant exercise price, per share | $ 12.50 | |||||||||
Peak One Opportunity Fund L.P. | ||||||||||
Convertible note, interest rate | 10.00% | |||||||||
Term of note | 1 year | |||||||||
Maturity date | Dec. 9, 2020 | |||||||||
Net proceeds from note | $ 211,500 | |||||||||
Holder consideration | 76,500 | |||||||||
Cash received from note | 65,312 | |||||||||
Legal expenses and due diligence fees | $ 11,188 | |||||||||
Conversion terms | The convertible note has prepayment and conversion features. The conversion price shall equal to the lesser of (a) $10.00 or (b) Sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures (provided, further, that if either the Company is not DWAC Operational at the time of conversion or the Conversion Price is less than $0.01 per share, then Sixty percent (60%) shall automatically adjust to Fifty percent (50%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of conversion of the Debenture), | |||||||||
Risk-free Interest Minimum | ||||||||||
Risk-free interest rate | 14.00% | |||||||||
Risk-free Interest Maximum | ||||||||||
Risk-free interest rate | 18.00% | |||||||||
Volatility Rate Minimum | ||||||||||
Expected volatility | 58.30% | |||||||||
Volatility Rate Maximum | ||||||||||
Expected volatility | 91.10% |
WARRANTS - Schedule of Warrant
WARRANTS - Schedule of Warrant Summary (Details) - USD ($) | 9 Months Ended | |
May 31, 2020 | Aug. 31, 2019 | |
Accounting Policies [Abstract] | ||
Warrants outstanding | 49,060 | |
Warrants granted | $ 49,060 | |
Warrants exercised, forfeited or expired | ||
Warrants exercisable | 10,000 |
WARRANTS - Information of Warra
WARRANTS - Information of Warrant Summary (Details) - $ / shares | May 31, 2020 | Dec. 13, 2019 | Aug. 31, 2019 |
Warrants outstanding exercise price | |||
Warrants outstanding | 49,060 | ||
Warrants outstanding weighted average contractual life (in years) | 4 years 7 months 13 days | ||
Warrants outstanding weighted average exercise price | $ 0.1199 | ||
Warrants exercisable | 10,000 | ||
Warrants exercisable weighted average exercise price | $ 10 | ||
EMA Financial, LLC | |||
Warrants outstanding exercise price | $ 12.5 | ||
Warrants outstanding | 30,000 | ||
Warrants outstanding weighted average contractual life (in years) | 2 years 9 months 29 days | ||
Warrants outstanding weighted average exercise price | $ 0.0839 | ||
Warrants exercisable | |||
Warrants exercisable weighted average exercise price | |||
Peak One Opportunity Fund L.P. | |||
Warrants outstanding exercise price | $ 10 | $ 10 | |
Warrants outstanding | 10,000 | 10,000 | |
Warrants outstanding weighted average contractual life (in years) | 11 months 1 day | ||
Warrants outstanding weighted average exercise price | $ 0.0242 | ||
Warrants exercisable | 10,000 | ||
Warrants exercisable weighted average exercise price | $ 10 | ||
Crown Bridge | |||
Warrants outstanding exercise price | $ 12.50 | ||
Warrants outstanding | 4,680 | ||
Warrants outstanding weighted average contractual life (in years) | 5 months 16 days | ||
Warrants outstanding weighted average exercise price | $ 0.0131 | ||
Warrants exercisable | |||
Warrants exercisable weighted average exercise price | |||
Armada Partners | |||
Warrants outstanding exercise price | $ 12.50 | ||
Warrants outstanding | 4,200 | ||
Warrants outstanding weighted average contractual life (in years) | 4 months 28 days | ||
Warrants outstanding weighted average exercise price | $ 0.0107 | ||
Warrants exercisable | |||
Warrants exercisable weighted average exercise price |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Mar. 12, 2020 | Jan. 08, 2020 | Dec. 09, 2019 | Jan. 17, 2020 | May 31, 2020 | Nov. 30, 2019 |
Warrant issued, fair value | $ 18,084 | |||||
Exercise price, per share | ||||||
Remaining contractual life | 4 years 7 months 13 days | |||||
EMA Financial, LLC | ||||||
Warrant issued, fair value | $ 85,156 | |||||
Exercise price, per share | $ 12 | |||||
Risk-free interest rate | 0.28% | |||||
Dividend Yield | 0.00% | |||||
Remaining contractual life | 4 years 7 months 20 days | |||||
Average expected volatility | 61.00% | |||||
Peak One Opportunity Fund L.P. | ||||||
Warrant issued, fair value | 31,793 | |||||
Exercise price, per share | $ 10 | |||||
Risk-free interest rate | 0.27% | |||||
Dividend Yield | 0.00% | |||||
Remaining contractual life | 4 years 6 months 11 days | |||||
Average expected volatility | 60.60% | |||||
Crown Bridge | ||||||
Warrant issued, fair value | 13,834 | |||||
Exercise price, per share | $ 12.5 | |||||
Risk-free interest rate | 0.28% | |||||
Dividend Yield | 0.00% | |||||
Remaining contractual life | 4 years 7 months 10 days | |||||
Average expected volatility | 60.90% | |||||
Armada | ||||||
Warrant issued, fair value | $ 12,341 | |||||
Exercise price, per share | $ 12.5 | |||||
Risk-free interest rate | 0.29% | |||||
Dividend Yield | 0.00% | |||||
Remaining contractual life | 4 years 9 months 11 days | |||||
Average expected volatility | 61.54% |
FAIR VALUE MEASUREMENTS - Recu
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) | May 31, 2020USD ($) |
Derivative liabilities | $ 54,316 |
Quoted Prices in active markets for identical assets | |
Derivative liabilities | |
Significant other observable inputs | |
Derivative liabilities | |
Unobservable inputs | |
Derivative liabilities | $ 54,316 |
FAIR VALUE MEASUREMENTS - (Det
FAIR VALUE MEASUREMENTS - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | |
Fair value | $ 18,084 | |||||
Increase in liability | $ 34,683 | |||||
Changes in fair value | (2,441) | $ 54,316 | ||||
Derivative Liabilities | ||||||
Fair value | $ 54,316 | $ 50,326 | $ 54,316 | |||
Increase in liability | 4,650 | $ 18,084 | ||||
Changes in fair value | $ (660) |
OTHER PAYABLE (Details Narrativ
OTHER PAYABLE (Details Narrative) | 12 Months Ended |
Aug. 31, 2019USD ($) | |
Payables and Accruals [Abstract] | |
Total due for copyright | $ 153,600 |
Cloud hosting services due | 3,584 |
Unpaid balance of construction | $ 4,672 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | Oct. 10, 2017 | May 31, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2018 | May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
Shareholder payment for invoice | $ 74 | ||||||||||
Patent license payment | $ 50,000,000 | ||||||||||
Related party receivables | $ 35,348 | $ 35,348 | |||||||||
Total related party payable | $ 5,504 | ||||||||||
Research and development expense | $ 108,800 | $ 108,800 | |||||||||
Zesty Studios Ltd [Member] | |||||||||||
Total related party payable | 5,504 | ||||||||||
Youall Perform Services Ltd [Member] | |||||||||||
Related party receivables | $ 87,581 | 87,581 | $ 87,581 | ||||||||
Software upgrade agreement | $ 128,000 | ||||||||||
Long-term prepayment for upgrade | $ 108,800 | ||||||||||
Monthly premium paid to cosultant | 10.00% | ||||||||||
Ai Bian Quan Qiu [Member] | |||||||||||
Research and development expense | $ 108,800 | ||||||||||
Guangzhou Shengshituhua Film [Member] | |||||||||||
Effective date of agreement | Jun. 1, 2017 | Jun. 1, 2017 | |||||||||
Term of agreement | 5 years | 5 years | |||||||||
Patent license payment | $ 500,000 | $ 500,000 | |||||||||
Royalty percentage rate due | 20.00% | 20.00% | |||||||||
Royalty expenses | $ 46,080 | $ 45,568 | $ 60,928 | $ 50,022 | |||||||
Chief Marketing Officer [Member] | |||||||||||
Shares issued to officers as compensation | 10,000,000 | ||||||||||
Chief Operational Officerr Member | |||||||||||
Shares issued to officers as compensation | 10,000,000 | ||||||||||
Cash salary paid | $ 14,976 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Stock compensation paid | 127,435 | ||||||||||
Shares issued to officers as compensation | 100,000 | ||||||||||
Six Executives [Member] | |||||||||||
Stock compensation paid | $ 162,003 | ||||||||||
Five Executives [Member] | |||||||||||
Stock compensation paid | $ 11,250 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2019 | Aug. 31, 2019 | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | May 31, 2020 | Jun. 05, 2019 | May 31, 2019 | Aug. 31, 2019 | Jun. 17, 2019 | Jun. 01, 2019 | Aug. 31, 2018 | Jun. 06, 2018 | |
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued for services | 305,584 | |||||||||||||
Common stock, shares issued for services value | $ 42,623 | $ 118,799 | ||||||||||||
Common stock, shares issued | 4,822,016 | 4,822,016 | 177,100,000 | 4,822,016 | 177,100,000 | 4,822,016 | 147,325,000 | |||||||
Common stock, shares outstanding | 4,822,016 | 4,822,016 | 177,100,000 | 4,822,016 | 177,100,000 | 4,822,016 | 147,325,000 | |||||||
Shareholders | 512 | 512 | 512 | 32 | ||||||||||
Reverse stock split | 50:1 | |||||||||||||
Warrants issued | $ 46,800 | |||||||||||||
Warrants issued, conversion to common stock | 46,800 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Number of shares returned and cancelled | 20,200,000 | |||||||||||||
Chief Operational Officer [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Number of shares returned and cancelled | 10,200,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Number of shares returned and cancelled | 200,000 | |||||||||||||
Two Consultants [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 1,975,000 | |||||||||||||
Common stock, shares issued for services value | $ 59,250 | |||||||||||||
Nine Third-Party Consultants [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 3,300,000 | |||||||||||||
Common stock, shares issued for services value | $ 99,000 | |||||||||||||
Officers [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 20,100,000 | |||||||||||||
ChiefOperationalOfficerMember | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 10,000,000 | |||||||||||||
ChiefMarketingOfficerMember | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 10,000,000 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 100,000 | |||||||||||||
Five Unrelated Parties [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 18,000,000 | 620,000 | ||||||||||||
Common stock, shares issued for services value | $ 360,000 | $ 1,240,000 | ||||||||||||
Common stock, shares issued, price per share | $ 2 | $ 2 | $ 2 | |||||||||||
Three Unrelated Parties [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 13,000,000 | |||||||||||||
Common stock, shares issued for services value | $ 260,000 | |||||||||||||
Common stock, shares issued, price per share | $ 0.02 | $ 0.02 | ||||||||||||
Kangdi Liu [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 3,000,000 | 60,000 | ||||||||||||
Bonus Media Investment [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 10,000,000 | |||||||||||||
Zesty Features Limited [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 3,000,000 | |||||||||||||
Common stock, shares issued for services value | $ 60,000 | |||||||||||||
Common stock, shares issued, price per share | $ 0.02 | |||||||||||||
Chiyuan Deng [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 600,000 | 14,000,000 | 20,000,000 | |||||||||||
Common stock, shares issued for services value | $ 1,480,000 | |||||||||||||
Common stock, shares issued, price per share | $ 2 | $ 2 | $ 0.02 | $ 0.02 | $ 2 | |||||||||
All In One Media [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 100,000 | |||||||||||||
Anyone Pictures Limited [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 130,000 | |||||||||||||
StarEastNet [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 165,000 | |||||||||||||
Baoyu Chen | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, shares issued for services | 165,000 | |||||||||||||
Icrowdu Inc [Member] | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Number of shares returned for acquisition | 2,000,000 | |||||||||||||
Number of shares returned as consideration | 8,000,000 | |||||||||||||
Number of shares returned and cancelled | 40,600,000 | |||||||||||||
Reverse Split Effective Date | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||||||||
Common stock, shares issued | 3,602,016 | |||||||||||||
Common stock, shares outstanding | 3,602,016 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Deferred tax asset attributable to: | |||
Net operating loss carry over | $ 288,740 | $ 201,056 | $ 149,948 |
Less: valuation allowance | (288,740) | (201,056) | (149,948) |
Net deferred tax asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 9 Months Ended | 12 Months Ended | |||
May 31, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Aug. 31, 2018 | |
Income Taxes Details 1 | |||||
Federal statutory tax rate | 21.00% | 21.00% | 21.00% | 35.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) | (21.00%) | ||
Effective tax rate | 0.00% | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | May 31, 2020 | May 31, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Aug. 31, 2018 | |
Valuation allowance for deferred tax assets | $ (288,740) | $ (201,056) | $ (288,740) | $ (201,056) | $ (149,948) | ||||
Hong Kong income tax rate | 16.50% | ||||||||
NET INCOME (LOSS) | $ (315,874) | $ (404,635) | $ (220,719) | $ (731,205) | $ (599,444) | $ (404,635) | $ (1,111,950) | ||
Corporate tax rate | 21.00% | 21.00% | 21.00% | 35.00% | 21.00% | ||||
Hong Kong Tax Rate | |||||||||
Corporate tax rate | 16.50% |
CONCENTRATION RISK (Details Nar
CONCENTRATION RISK (Details Narrative) | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Risks and Uncertainties [Abstract] | ||||
Percent revenue from major customer | 62.00% | 84.00% | 45.00% | 100.00% |
Percent receivable from major customer | 100.00% | 100.00% | 100.00% | 100.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | Aug. 31, 2019 |
Accounting Policies [Abstract] | |||||
Future lease commitments | $ 49,952 | $ 77,184 | $ 45,069 | ||
Total future lease commitments | $ 168,205 | $ 168,205 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | May 31, 2019 | May 31, 2018 | Feb. 21, 2022 | Feb. 21, 2021 | Feb. 21, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Accounting Policies [Abstract] | ||||||||
Rental expense | $ 61,440 | $ 12,570 | $ 0 | $ 34,381 | $ 19,456 | |||
Total future lease commitments | 168,205 | 168,205 | ||||||
Lease commitment due within one year | $ 45,069 | $ 87,245 | ||||||
Monthly rent | $ 968 | $ 768 | $ 1,766 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 03, 2019 | Sep. 02, 2019 | Nov. 16, 2017 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Oct. 16, 2019 | Sep. 24, 2019 | Sep. 04, 2019 | Jun. 06, 2018 | |
Subsequent Events [Abstract] | |||||||||||
Payment to acquire asset | $ 153,600 | ||||||||||
Sale of intellectual property | $ 857,600 | $ 253,000 | $ 80,000 | $ 80,000 | $ 253,000 | ||||||
Receivables collected | 1,280,000 | $ 422,400 | $ 422,400 | ||||||||
Loan amount | $ 1,280,000 | $ 1,049,600 | |||||||||
Loan, interest rate | 10.00% | 10.00% | |||||||||
Term of loan | 1 year | 5 months 28 days | |||||||||
Payment to attend board meeting in person | $ 1,000 | ||||||||||
Payment to attend 2 meetings by phone | $ 2,000 | ||||||||||
Shares issued annually | 2,000 | ||||||||||
Shares issued quarterly | 500 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Option to purchase shares | 500 |