Cover
Cover | 9 Months Ended |
May 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | AB INTERNATIONAL GROUP CORP. |
Entity Central Index Key | 0001605331 |
Entity Tax Identification Number | 37-1740351 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 48 Wall Street |
Entity Address, Address Line Two | Suite 1009 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10005 |
City Area Code | 212 |
Local Phone Number | 918-4519 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets Qua
Consolidated Balance Sheets Quarterly (Unaudited) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 371,762 | $ 132,253 |
Accounts receivable | 8,120 | |
Prepaid expenses | 2,333 | 13,566 |
Related party receivable | 1,439 | |
Subscription receivable | 87,239 | |
Other receivable | 644,785 | |
Total Current Assets | 382,215 | 879,282 |
Fixed assets and leasehold improvement, net | 13,803 | 53,705 |
Right of use operating lease assets, net | 1,069,557 | 47,827 |
Intangible assets, net | 3,513,272 | 3,998,805 |
Long-term prepayment | 1,796,265 | 761,600 |
Other assets | 45,241 | 16,508 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 6,820,353 | 5,757,727 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 333,905 | 118,283 |
Related party payable | 1,049,341 | 933,434 |
Current portion of obligations under operating leases | 229,014 | 48,226 |
Due to stockholders | 25,088 | 2,347 |
Other payable | 3,827 | 3,827 |
Dividend payable | 5,119 | 1,834 |
Total Current Liabilities | 1,646,294 | 1,107,951 |
Obligations under operating leases, non-current | 920,900 | |
Total Liabilities | 2,567,194 | 1,107,951 |
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 327,841,919 and 226,589,735 shares issued and outstanding, as of May 31, 2022 and August 31, 2021, respectively | 327,842 | 226,590 |
Additional paid-in capital | 12,595,751 | 11,009,517 |
Accumulated deficit | (8,366,088) | (6,578,978) |
Unearned compensation | (304,750) | (7,473) |
Total Stockholders’ Equity | 4,253,159 | 4,649,776 |
Preferred Class A [Member] | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 100 | 100 |
Preferred Class B [Member] | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 20 | 20 |
Preferred Class C [Member] | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 284 | |
Preferred Class D [Member] | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; |
Consolidated Balance Sheets Q_2
Consolidated Balance Sheets Quarterly (Unaudited) (Parenthetical) | Aug. 31, 2021 $ / shares shares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 |
Common Stock, Shares, Issued | 226,589,735 |
Common Stock, Shares, Outstanding | 226,589,735 |
Preferred Class A [Member] | |
Preferred Stock, Shares Issued | 100,000 |
Preferred Stock, Shares Outstanding | 100,000 |
Preferred Class B [Member] | |
Preferred Stock, Shares Issued | 20,000 |
Preferred Stock, Shares Outstanding | 20,000 |
[custom:PreferredStockSharesOustanding-0] | 20,000 |
Preferred Class C [Member] | |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Preferred Class D [Member] | |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations Quarterly (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 256,000 | $ (51,200) | $ 2,056,000 | $ 102,400 |
Cost of revenue | (862,400) | (423,674) | (2,235,534) | (878,601) |
Gross Profit (Loss) | (606,400) | (474,874) | (179,534) | (776,201) |
OPERATING EXPENSES | ||||
General and administrative expenses | (370,067) | (443,345) | (1,106,121) | (1,208,142) |
Related party salary and wages | (51,250) | (74,500) | (342,167) | (258,837) |
Total Operating Expenses | (421,317) | (517,845) | (1,448,288) | (1,466,979) |
Loss From Operations | (1,027,717) | (992,719) | (1,627,822) | (2,243,180) |
OTHER INCOME (EXPENSES) | ||||
Rent income | 1,920 | |||
Interest expense, net | (28,161) | (156,815) | ||
Penalty expenses | (141,945) | (141,945) | ||
Gain /(Loss) from change in fair value | 45,490 | 64,584 | ||
Gain/(Loss) from lease termination | (3,251) | |||
Gain/(Loss) from prepaid convertible note | (104,482) | (232,797) | ||
Gain/(Loss) from warrant termination | (12,343) | |||
Gain/(Loss) from warrant exercise | (75,000) | |||
Total Other Expenses | (141,945) | (87,153) | (141,945) | (413,702) |
Loss Before Income Tax Provision | (1,169,662) | (1,079,872) | (1,769,767) | (2,656,882) |
Income tax provision | 55,347 | |||
NET LOSS | (1,169,662) | (1,079,872) | (1,769,767) | (2,601,535) |
Preferred shares dividend expense | (14,504) | (7,009) | (17,343) | (7,009) |
Net loss available to common stock holders | $ (1,184,166) | $ (1,086,881) | $ (1,787,110) | $ (2,608,544) |
NET LOSS PER SHARE: BASIC | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
NET LOSS PER SHARE: DILUTED | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | 321,035,615 | 174,927,364 | 267,359,634 | 174,927,364 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | 321,035,615 | 174,927,364 | 267,359,634 | 174,927,364 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity Quarterly (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance - August 31, 2021 at Aug. 31, 2019 | $ 4,822 | $ 6,520,980 | $ (1,452,020) | $ (842,657) | $ 4,231,125 | |
Shares, Issued at Aug. 31, 2019 | 4,822,016 | |||||
Common shares issued for cash | $ 21,000 | 554,500 | 575,500 | |||
Stock Issued During Period, Shares, Other | 21,000,000 | |||||
Common shares issued to officers for services | 169,768 | 169,768 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ||||||
Common shares issued from note conversions | $ 18,014 | 291,880 | 309,894 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,014,401 | |||||
Common shares issued from warrant exercises | $ 3,250 | 39,997 | 43,247 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,250,000 | |||||
Common shares returned due to officer resignations | $ (425) | (280,797) | 281,222 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (425,000) | |||||
Balance - May 31, 2022 at Aug. 31, 2020 | $ 46,661 | 7,271,983 | (2,970,880) | (391,667) | 3,956,097 | |
Shares, Issued at Aug. 31, 2020 | 46,661,417 | |||||
Common shares issued for cash | $ 23,000 | 529,000 | 552,000 | |||
Stock Issued During Period, Shares, Other | 23,000,000 | |||||
Put Shares issued for cash | $ 20,277 | 1,215,862 | 1,236,139 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 20,276,633 | |||||
Common shares issued to officers for services | $ 1,500 | 43,500 | (11,223) | 33,777 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 | |||||
Common shares issued to officers for services | $ 17,700 | 513,300 | 531,000 | |||
Stock Issued During Period, Shares, Issued for Services | 17,700,000 | |||||
Preferred shares series C converted into common shares | $ 3,880 | 173,043 | 176,923 | |||
Stock Issued During Period, Shares, Conversion of Units | 3,880,152 | |||||
Preferred shares series D issuance | 73,077 | 73,077 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 95 | |||||
Warrants termination and exercised | (145,423) | (145,423) | ||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Net loss | (2,608,544) | (2,608,544) | ||||
Preferred shares series C issuance | $ 280 | 243,220 | 243,500 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 280,025 | |||||
Common shares issued from note conversions | $ 25,406 | 158,347 | 183,753 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | |||||
Common shares issued from warrant exercises | $ 56,408 | 81,358 | 137,766 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,407,922 | |||||
Common shares returned due to officer resignations | $ (261) | (391,405) | 391,667 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (261,111) | |||||
Preferred shares series A issuance | $ 100 | 100 | ||||
[custom:SeriesAPreferredSharesIssuedShares] | 100,000 | |||||
Preferred shares series B issuance | $ 20 | 319,980 | 320,000 | |||
[custom:SeriesBPreferredSharesIssuedShares] | 20,000 | |||||
Balance - May 31, 2022 at May. 31, 2021 | $ 194,571 | $ 400 | 10,085,842 | (5,579,425) | (11,223) | 4,690,166 |
Shares, Issued at May. 31, 2021 | 194,571,251 | 400,120 | ||||
Balance - August 31, 2021 at Aug. 31, 2020 | $ 46,661 | 7,271,983 | (2,970,880) | (391,667) | 3,956,097 | |
Shares, Issued at Aug. 31, 2020 | 46,661,417 | |||||
Common shares issued for cash | $ 23,000 | 529,000 | 552,000 | |||
Stock Issued During Period, Shares, Other | 23,000,000 | |||||
Put Shares issued for cash | $ 31,647 | 1,662,904 | 1,694,551 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 31,646,633 | |||||
Common shares issued to officers for services | $ 1,500 | 43,500 | (7,473) | 37,527 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 | |||||
Common shares issued to officers for services | $ 17,700 | 513,300 | 531,000 | |||
Stock Issued During Period, Shares, Issued for Services | 17,700,000 | |||||
Preferred shares series C converted into common shares | $ 24,529 | $ (300) | (24,228) | |||
Stock Issued During Period, Shares, Conversion of Units | 24,528,637 | (300,151) | ||||
Preferred shares series D issuance | $ 1 | 722,999 | 723,000 | |||
[custom:SeriesDPreferredSharesIssuedShares] | 798 | |||||
Warrants termination and exercised | (145,423) | (145,423) | ||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Preferred shares series C issuance | $ 280 | 243,220 | 243,500 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 280,025 | |||||
Common shares issued from note conversions | $ 25,406 | 158,347 | $ 183,753 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | 25,406,238 | ||||
Common shares issued from warrant exercises | $ 56,408 | 81,358 | $ 137,766 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,407,922 | 56,407,922 | ||||
Common shares returned due to officer resignations | $ (261) | (391,405) | 391,667 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (261,111) | |||||
Preferred shares series A issuance | $ 100 | 100 | ||||
[custom:SeriesAPreferredSharesIssuedShares] | 100,000 | |||||
Preferred shares series B issuance | $ 20 | 319,980 | 320,000 | |||
[custom:SeriesBPreferredSharesIssuedShares] | 20,000 | |||||
Balance - May 31, 2022 at Aug. 31, 2021 | $ 226,590 | $ 120 | 11,009,517 | (6,578,978) | (7,473) | 4,649,776 |
Shares, Issued at Aug. 31, 2021 | 226,589,735 | 120,000 | ||||
Balance - August 31, 2021 at Feb. 28, 2021 | $ 173,434 | $ 400 | 8,825,968 | (4,492,544) | (14,973) | 4,492,286 |
Shares, Issued at Feb. 28, 2021 | 173,434,466 | 400,025 | ||||
Common shares issued for cash | $ 4,000 | 282,000 | 286,000 | |||
Stock Issued During Period, Shares, Other | 4,000,000 | |||||
Put Shares issued for cash | $ 5,057 | 493,954 | 499,011 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 5,056,633 | |||||
Common shares issued to officers for services | 3,750 | 3,750 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ||||||
Common shares issued to officers for services | $ 8,200 | 237,800 | 246,000 | |||
Stock Issued During Period, Shares, Issued for Services | 8,200,000 | |||||
Preferred shares series C converted into common shares | $ 3,880 | 173,043 | 176,923 | |||
Stock Issued During Period, Shares, Conversion of Units | 3,880,152 | |||||
Preferred shares series D issuance | 73,077 | 73,077 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 95 | |||||
Warrants termination and exercised | ||||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Net loss | (1,086,881) | (1,086,881) | ||||
Balance - May 31, 2022 at May. 31, 2021 | $ 194,571 | $ 400 | 10,085,842 | (5,579,425) | (11,223) | 4,690,166 |
Shares, Issued at May. 31, 2021 | 194,571,251 | 400,120 | ||||
Balance - August 31, 2021 at Aug. 31, 2021 | $ 226,590 | $ 120 | 11,009,517 | (6,578,978) | (7,473) | 4,649,776 |
Shares, Issued at Aug. 31, 2021 | 226,589,735 | 120,000 | ||||
Put Shares issued for cash | $ 14,900 | 268,282 | 283,182 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 14,900,000 | |||||
Common shares issued to officers for services | $ 45,000 | 576,000 | (297,277) | 323,723 | ||
Stock Issued During Period, Shares, Issued for Services | 45,000,000 | |||||
Preferred shares series C converted into common shares | $ 29,045 | $ (234) | (28,811) | |||
Stock Issued During Period, Shares, Conversion of Units | 29,044,512 | (234,300) | ||||
Preferred shares series D issuance | 187,000 | 187,000 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 187 | |||||
Net loss | (1,787,110) | (1,787,110) | ||||
Preferred shares series C issuance | $ 518 | 440,067 | 440,585 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 518,190 | |||||
Penalty and dividend in connection with Preferred shares series C | 156,003 | 156,003 | ||||
[custom:StockIssuedDuringPeriodPenaltyInConnectionSeriesCShares] | ||||||
Preferred shares series D and dividend shares converted into common shares | $ 12,307 | (12,307) | ||||
[custom:StockIssuedDuringPeriodSharesConversionOfUnitsSeriesD] | 12,307,672 | (187) | ||||
Balance - May 31, 2022 at May. 31, 2022 | $ 327,842 | $ 404 | 12,595,751 | (8,366,088) | (304,750) | 4,253,159 |
Shares, Issued at May. 31, 2022 | 327,841,919 | 403,890 | ||||
Balance - August 31, 2021 at Feb. 28, 2022 | $ 295,158 | $ 542 | 12,398,694 | (7,181,922) | (401,351) | 5,111,121 |
Shares, Issued at Feb. 28, 2022 | 295,158,062 | 542,152 | ||||
Common shares issued to officers for services | 96,601 | 96,601 | ||||
Stock Issued During Period, Shares, Issued for Services | ||||||
Preferred shares series C converted into common shares | $ 29,045 | $ (234) | (28,811) | |||
Stock Issued During Period, Shares, Conversion of Units | 29,044,512 | (234,300) | ||||
Net loss | (1,184,166) | (1,184,166) | ||||
Preferred shares series C issuance | $ 96 | 73,504 | 73,600 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 96,075 | |||||
Penalty and dividend in connection with Preferred shares series C | 156,003 | 156,003 | ||||
[custom:StockIssuedDuringPeriodPenaltyInConnectionSeriesCShares] | ||||||
Preferred shares series D and dividend shares converted into common shares | $ 3,639 | (3,639) | ||||
[custom:StockIssuedDuringPeriodSharesConversionOfUnitsSeriesD] | 3,639,345 | (37) | ||||
Balance - May 31, 2022 at May. 31, 2022 | $ 327,842 | $ 404 | $ 12,595,751 | $ (8,366,088) | $ (304,750) | $ 4,253,159 |
Shares, Issued at May. 31, 2022 | 327,841,919 | 403,890 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows Quarterly (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,787,110) | $ (2,608,544) | ||
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Executive salaries and consulting fees paid in stock | 323,723 | 564,877 | $ 568,627 | $ 169,768 |
Depreciation of fixed asset | 39,902 | 39,748 | 53,048 | 52,446 |
Amortization of intangible asset | 2,235,533 | 853,001 | 1,468,728 | 113,731 |
Loss/(gain) from change in fair value of derivatives | (64,584) | (64,584) | 64,584 | |
Loss/(gain) from lease termination | 3,251 | 3,251 | ||
Loss/(gain) from warrant termination | 12,343 | 12,343 | ||
Loss/(gain) from warrant exercise | 75,000 | |||
Loss/(gain) prepaid convertible note | 232,797 | |||
Interest expense | 156,822 | 156,822 | 255,512 | |
Non-cash note conversion fees | 8,750 | 8,750 | 24,750 | |
Non-cash dividend expense for preferred shares | 17,343 | 25,835 | ||
Non-cash penalty expense | 141,945 | |||
Non -cash lease expense | 79,957 | 1,761 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,120) | 137,700 | 137,700 | (102,400) |
Interest receivable | 26,240 | 26,240 | (17,515) | |
Related party receivable | 1,439 | 86,142 | 86,142 | (52,588) |
Prepaid expenses | 11,233 | 9,024 | (2,542) | 10,946 |
Rent security & electricity deposit | (28,733) | 1,987 | 1,920 | (3,400) |
Long-term prepayment | (1,151,480) | |||
Purchase of movie and TV series broadcast right and copyright | (708,400) | (3,539,369) | (4,312,053) | (1,742,080) |
Accounts payable and accrued liabilities | 215,622 | (267,149) | (241,192) | 248,314 |
Related party payable | 115,907 | 283,896 | 927,930 | |
Due to / from stockholders | 22,741 | (218) | 1,871 | (1,561) |
Tax payable | (56,750) | (56,750) | (7,814) | |
Other payable | 243 | 243 | (157,824) | |
Net cash used in operating activities | (478,498) | (4,043,032) | (5,141,166) | (1,263,370) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of furniture and equipment | (5,000) | (5,000) | ||
Net cash used in investing activities | (280,000) | (5,000) | (5,000) | 1,047,040 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of convertible notes | 233,017 | |||
Proceeds from common stock issuances | 370,422 | 1,530,619 | 2,220,812 | 514,000 |
Proceeds from preferred share B issuances | 320,000 | 320,000 | ||
Proceeds from preferred share C issuances | 440,585 | 243,500 | 243,500 | |
Proceeds from preferred share D issuances | 187,000 | 250,000 | 723,000 | |
Payments for warrant termination | (95,000) | |||
Prepayments of convertible notes | (821,970) | |||
Net cash provided by financing activities | 998,007 | 1,660,166 | 2,823,359 | 1,106,641 |
Net increase (decrease) in cash and cash equivalents | 239,509 | (2,387,866) | (2,322,808) | 890,311 |
Cash and cash equivalents –beginning of the period | 132,253 | 2,455,061 | 2,455,061 | |
Cash and cash equivalents – end of the period | 371,762 | 67,195 | 132,253 | 2,455,061 |
Supplemental Cash Flow Disclosures | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Cashless warrant exercises | 137,766 | 137,766 | (43,247) | |
Convertible notes converted to common shares | (183,752) | 183,752 | 309,894 | |
Transfer from other receivable to long term prepayment | 644,785 | |||
Transfer from long term prepayment to intangible assets | 761,600 | |||
Additions to ROU assets from operating lease liabilities | 1,207,789 | 27,421 | 27,421 | 228,510 |
Common shares returned due to officer resignations | $ (391,667) | $ (391,667) | $ (228,222) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Current Assets | |||
Cash and cash equivalents | $ 371,762 | $ 132,253 | $ 2,455,061 |
Prepaid expenses | 2,333 | 13,566 | 11,024 |
Account receivable | 8,120 | 137,700 | |
Related party receivable | 1,439 | 87,581 | |
Subscription receivable | 87,239 | 61,500 | |
Interest receivable | 26,240 | ||
Other receivable | 644,785 | ||
Total Current Assets | 382,215 | 879,282 | 2,779,106 |
Fixed assets, net | 17,128 | 16,408 | |
Leasehold improvement, net | 36,577 | 85,345 | |
Right of use operating lease assets, net | 1,069,557 | 47,827 | 126,354 |
Intangible assets, net | 3,513,272 | 3,998,805 | 175,000 |
Long-term prepayment | 1,796,265 | 761,600 | 1,742,080 |
Other assets | 45,241 | 16,508 | 18,427 |
TOTAL ASSETS | 5,757,727 | 4,942,720 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 333,905 | 118,283 | 359,475 |
Related party payable | 1,049,341 | 933,434 | 5,504 |
Current portion of obligations under operating leases | 229,014 | 48,226 | 73,664 |
Convertible note and derivative liability | 438,921 | ||
Due to shareholder | 25,088 | 2,347 | 476 |
Tax payable | 56,750 | ||
Other payable | 3,827 | 3,827 | 3,584 |
Dividend payable | 5,119 | 1,834 | |
Total Current Liabilities | 1,646,294 | 1,107,951 | 938,374 |
Obligations under operating leases, non-current | 920,900 | 48,249 | |
Total Liabilities | 2,567,194 | 1,107,951 | 986,623 |
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | |||
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 226,589,735 and 46,661,417 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively | 327,842 | 226,590 | 46,661 |
Additional paid-in capital | 12,595,751 | 11,009,517 | 7,271,983 |
Accumulated deficit | (8,366,088) | (6,578,978) | (2,970,881) |
Unearned shareholders’ compensation | (304,750) | (7,473) | (391,666) |
Total Stockholders’ Equity | 4,253,159 | 4,649,776 | 3,956,097 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 6,820,353 | 5,757,727 | 4,942,720 |
Preferred Class A [Member] | |||
Current Liabilities | |||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 100 | 100 | |
Preferred Class B [Member] | |||
Current Liabilities | |||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 20 | 20 | |
Preferred Class C [Member] | |||
Current Liabilities | |||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; | 284 | ||
Preferred Class D [Member] | |||
Current Liabilities | |||
Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 30, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common Stock, Shares, Outstanding | 327,841,919 | 226,589,735 | 46,661,417 | |
Common Stock, Shares, Issued | 327,841,919 | 226,589,735 | 46,661,417 | |
Preferred Class A [Member] | ||||
Preferred Stock, Shares Issued | 100,000 | 100,000 | 0 | |
Preferred Stock, Shares Outstanding | 100,000 | 100,000 | 0 | |
Preferred Class B [Member] | ||||
Preferred Stock, Shares Issued | 20,000 | 20,000 | 0 | |
Preferred Stock, Shares Outstanding | 20,000 | 20,000 | 0 | |
Preferred Class C [Member] | ||||
Preferred Stock, Shares Issued | 283,890 | 0 | 0 | |
Preferred Stock, Shares Outstanding | 283,890 | 0 | 0 | |
Preferred Class D [Member] | ||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 115,091 | $ 448,343 |
Cost of revenue | (1,494,328) | (177,577) |
Gross Profit (Loss) | (1,379,237) | 270,766 |
OPERATING EXPENSES | ||
General and administrative expenses | (1,511,333) | (1,346,525) |
Research and development expenses | (108,800) | |
Related party salary and wages | (333,337) | (184,768) |
Total Operating Expenses | (1,844,670) | (1,640,093) |
Loss From Operations | (3,223,907) | (1,369,327) |
OTHER INCOME (EXPENSES) | ||
Rent income | 1,920 | |
Interest expense | (156,822) | (255,512) |
Interest income | 7 | 166,352 |
Preferred shares dividend expense | (25,835) | |
Gain (Loss) from change in fair value | 64,584 | (64,584) |
Loss from lease termination | (3,251) | |
Loss from prepaid convertible note | (232,797) | |
Loss from warrant termination | (12,343) | |
Loss from warrant exercise | (75,000) | |
Total Other Expenses | (439,537) | (153,744) |
Loss Before Income Tax Provision | (3,663,444) | (1,523,071) |
Income tax benefit | 55,347 | |
NET LOSS | $ (3,608,097) | $ (1,523,071) |
NET LOSS PER SHARE: BASIC | $ (0.02) | $ (0.21) |
NET LOSS PER SHARE: DILUTED | $ (0.02) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | 194,571,251 | 7,186,259 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | 194,571,251 | 81,964,690 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance - August 31, 2021 at Aug. 31, 2019 | $ 4,822 | $ 6,520,980 | $ (1,452,020) | $ (842,657) | $ 4,231,125 | |
Shares, Issued at Aug. 31, 2019 | 4,822,016 | |||||
Common shares issued for cash | $ 21,000 | 554,500 | 575,500 | |||
Stock Issued During Period, Shares, Other | 21,000,000 | |||||
Common shares issued from note conversions | $ 18,014 | 291,880 | 309,894 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,014,401 | |||||
Common shares issued from warrant exercises | $ 3,250 | 39,997 | 43,247 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,250,000 | |||||
Common shares issued to officers for services | 169,768 | 169,768 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ||||||
Common shares returned due to officer resignations | $ (425) | (280,797) | 281,222 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (425,000) | |||||
Warrant shares issued in conjunction with convertible notes | 145,423 | 145,423 | ||||
[custom:WarrantSharesIssuedInConjunctionWithConvertibleNotesShares] | ||||||
Adjustment due to ASC 842 adoption for lease | 4,211 | 4,211 | ||||
Net loss | (1,523,071) | (1,523,071) | ||||
Balance - May 31, 2022 at Aug. 31, 2020 | $ 46,661 | 7,271,983 | (2,970,880) | (391,667) | 3,956,097 | |
Shares, Issued at Aug. 31, 2020 | 46,661,417 | |||||
Common shares issued for cash | $ 23,000 | 529,000 | 552,000 | |||
Stock Issued During Period, Shares, Other | 23,000,000 | |||||
Common shares issued from note conversions | $ 25,406 | 158,347 | 183,753 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | |||||
Common shares issued from warrant exercises | $ 56,408 | 81,358 | 137,766 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,407,922 | |||||
Common shares issued to officers for services | $ 1,500 | 43,500 | (11,223) | 33,777 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 | |||||
Common shares returned due to officer resignations | $ (261) | (391,405) | 391,667 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (261,111) | |||||
Net loss | (2,601,535) | |||||
Put Shares issued for cash | $ 20,277 | 1,215,862 | 1,236,139 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 20,276,633 | |||||
Common shares issued for consulting services | $ 17,700 | 513,300 | 531,000 | |||
Stock Issued During Period, Shares, Issued for Services | 17,700,000 | |||||
Preferred shares series A issuance | $ 100 | 100 | ||||
[custom:SeriesAPreferredSharesIssuedShares] | 100,000 | |||||
Preferred shares series B issuance | $ 20 | 319,980 | 320,000 | |||
[custom:SeriesBPreferredSharesIssuedShares] | 20,000 | |||||
Preferred shares series C issuance | $ 280 | 243,220 | 243,500 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 280,025 | |||||
Preferred shares series D issuance | 73,077 | 73,077 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 95 | |||||
Preferred shares and dividend shares converted into common shares | $ 3,880 | 173,043 | 176,923 | |||
Stock Issued During Period, Shares, Conversion of Units | 3,880,152 | |||||
Termination of issued warrants | (145,423) | (145,423) | ||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Balance - May 31, 2022 at May. 31, 2021 | $ 194,571 | $ 400 | 10,085,842 | (5,579,425) | (11,223) | 4,690,166 |
Shares, Issued at May. 31, 2021 | 194,571,251 | 400,120 | ||||
Balance - August 31, 2021 at Aug. 31, 2020 | $ 46,661 | 7,271,983 | (2,970,880) | (391,667) | 3,956,097 | |
Shares, Issued at Aug. 31, 2020 | 46,661,417 | |||||
Common shares issued for cash | $ 23,000 | 529,000 | 552,000 | |||
Stock Issued During Period, Shares, Other | 23,000,000 | |||||
Common shares issued from note conversions | $ 25,406 | 158,347 | $ 183,753 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | 25,406,238 | ||||
Common shares issued from warrant exercises | $ 56,408 | 81,358 | $ 137,766 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,407,922 | 56,407,922 | ||||
Common shares issued to officers for services | $ 1,500 | 43,500 | (7,473) | $ 37,527 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 | |||||
Common shares returned due to officer resignations | $ (261) | (391,405) | 391,667 | |||
[custom:CommonSharesReturnedDueToOfficerResignationsShares] | (261,111) | |||||
Warrant shares issued in conjunction with convertible notes | ||||||
Net loss | (3,608,097) | (3,608,097) | ||||
Put Shares issued for cash | $ 31,647 | 1,662,904 | 1,694,551 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 31,646,633 | |||||
Common shares issued for consulting services | $ 17,700 | 513,300 | 531,000 | |||
Stock Issued During Period, Shares, Issued for Services | 17,700,000 | |||||
Preferred shares series A issuance | $ 100 | 100 | ||||
[custom:SeriesAPreferredSharesIssuedShares] | 100,000 | |||||
Preferred shares series B issuance | $ 20 | 319,980 | 320,000 | |||
[custom:SeriesBPreferredSharesIssuedShares] | 20,000 | |||||
Preferred shares series C issuance | $ 280 | 243,220 | 243,500 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 280,025 | |||||
Preferred shares series D issuance | $ 1 | 722,999 | 723,000 | |||
[custom:SeriesDPreferredSharesIssuedShares] | 798 | |||||
Preferred shares series C dividend shares | $ 19 | 16,782 | 16,802 | |||
[custom:PreferredSharesSeriesCDividendShares] | 19,322 | |||||
Preferred shares series D dividend shares | $ 0 | 7,200 | 7,200 | |||
[custom:PreferredSharesSeriesDDividendSharesShares] | 6 | |||||
Preferred shares and dividend shares converted into common shares | $ 24,529 | $ (300) | (24,228) | |||
Stock Issued During Period, Shares, Conversion of Units | 24,528,637 | (300,151) | ||||
Termination of issued warrants | (145,423) | (145,423) | ||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Balance - May 31, 2022 at Aug. 31, 2021 | $ 226,590 | $ 120 | 11,009,517 | (6,578,978) | (7,473) | 4,649,776 |
Shares, Issued at Aug. 31, 2021 | 226,589,735 | 120,000 | ||||
Balance - August 31, 2021 at Feb. 28, 2021 | $ 173,434 | $ 400 | 8,825,968 | (4,492,544) | (14,973) | 4,492,286 |
Shares, Issued at Feb. 28, 2021 | 173,434,466 | 400,025 | ||||
Common shares issued for cash | $ 4,000 | 282,000 | 286,000 | |||
Stock Issued During Period, Shares, Other | 4,000,000 | |||||
Common shares issued to officers for services | 3,750 | 3,750 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ||||||
Net loss | (1,079,872) | |||||
Put Shares issued for cash | $ 5,057 | 493,954 | 499,011 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 5,056,633 | |||||
Common shares issued for consulting services | $ 8,200 | 237,800 | 246,000 | |||
Stock Issued During Period, Shares, Issued for Services | 8,200,000 | |||||
Preferred shares series D issuance | 73,077 | 73,077 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 95 | |||||
Preferred shares and dividend shares converted into common shares | $ 3,880 | 173,043 | 176,923 | |||
Stock Issued During Period, Shares, Conversion of Units | 3,880,152 | |||||
Termination of issued warrants | ||||||
[custom:WarrantsTerminatedAndExercisedShares] | ||||||
Balance - May 31, 2022 at May. 31, 2021 | $ 194,571 | $ 400 | 10,085,842 | (5,579,425) | (11,223) | 4,690,166 |
Shares, Issued at May. 31, 2021 | 194,571,251 | 400,120 | ||||
Balance - August 31, 2021 at Aug. 31, 2021 | $ 226,590 | $ 120 | 11,009,517 | (6,578,978) | (7,473) | 4,649,776 |
Shares, Issued at Aug. 31, 2021 | 226,589,735 | 120,000 | ||||
Net loss | (1,769,767) | |||||
Put Shares issued for cash | $ 14,900 | 268,282 | 283,182 | |||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 14,900,000 | |||||
Common shares issued for consulting services | $ 45,000 | 576,000 | (297,277) | 323,723 | ||
Stock Issued During Period, Shares, Issued for Services | 45,000,000 | |||||
Preferred shares series C issuance | $ 518 | 440,067 | 440,585 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 518,190 | |||||
Preferred shares series D issuance | 187,000 | 187,000 | ||||
[custom:SeriesDPreferredSharesIssuedShares] | 187 | |||||
Preferred shares and dividend shares converted into common shares | $ 29,045 | $ (234) | (28,811) | |||
Stock Issued During Period, Shares, Conversion of Units | 29,044,512 | (234,300) | ||||
Balance - May 31, 2022 at May. 31, 2022 | $ 327,842 | $ 404 | 12,595,751 | (8,366,088) | (304,750) | 4,253,159 |
Shares, Issued at May. 31, 2022 | 327,841,919 | 403,890 | ||||
Balance - August 31, 2021 at Feb. 28, 2022 | $ 295,158 | $ 542 | 12,398,694 | (7,181,922) | (401,351) | 5,111,121 |
Shares, Issued at Feb. 28, 2022 | 295,158,062 | 542,152 | ||||
Net loss | (1,169,662) | |||||
Common shares issued for consulting services | 96,601 | 96,601 | ||||
Stock Issued During Period, Shares, Issued for Services | ||||||
Preferred shares series C issuance | $ 96 | 73,504 | 73,600 | |||
[custom:SeriesCPreferredSharesIssuedShares] | 96,075 | |||||
Preferred shares and dividend shares converted into common shares | $ 29,045 | $ (234) | (28,811) | |||
Stock Issued During Period, Shares, Conversion of Units | 29,044,512 | (234,300) | ||||
Balance - May 31, 2022 at May. 31, 2022 | $ 327,842 | $ 404 | $ 12,595,751 | $ (8,366,088) | $ (304,750) | $ 4,253,159 |
Shares, Issued at May. 31, 2022 | 327,841,919 | 403,890 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (3,608,097) | $ (1,523,071) | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||||
Executive salaries and consulting fees paid in stock | $ 323,723 | $ 564,877 | 568,627 | 169,768 |
Depreciation of fixed asset | 39,902 | 39,748 | 53,048 | 52,446 |
Amortization of intangible asset | 2,235,533 | 853,001 | 1,468,728 | 113,731 |
Impairment of intangible asset | 125,062 | |||
Loss/(gain) from change in fair value of derivatives | (64,584) | (64,584) | 64,584 | |
Loss/(gain) from lease termination | 3,251 | 3,251 | ||
Loss/(gain) from warrant termination | 12,343 | 12,343 | ||
Loss/(gain) from warrant exercise | (75,000) | 75,000 | ||
Loss/(gain) prepaid convertible notes | 232,797 | |||
Non-cash interest for convertible notes | 156,822 | 156,822 | 255,512 | |
Non-cash note conversion fees | 8,750 | 8,750 | 24,750 | |
Non-cash dividend expense for preferred shares | 17,343 | 25,835 | ||
Non-cash lease expense | 1,590 | (230) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,120) | 137,700 | 137,700 | (102,400) |
Receivable on asset disposal | 1,280,000 | |||
Interest receivable | 26,240 | 26,240 | (17,515) | |
Related party receivable | 1,439 | 86,142 | 86,142 | (52,588) |
Other receivable | (644,785) | |||
Prepaid expenses | 11,233 | 9,024 | (2,542) | 10,946 |
Rent security & electricity deposit | (28,733) | 1,987 | 1,920 | (3,400) |
Purchase of movie and TV series broadcast right and copyright | (708,400) | (3,539,369) | (4,312,053) | (1,742,080) |
Accounts payable and accrued liabilities | 215,622 | (267,149) | (241,192) | 248,314 |
Related party payable | 115,907 | 283,896 | 927,930 | |
Due to / from shareholders | 22,741 | (218) | 1,871 | (1,561) |
Tax payable | (56,750) | (56,750) | (7,814) | |
Other payable | 243 | 243 | (157,824) | |
Net cash used in operating activities | (478,498) | (4,043,032) | (5,141,166) | (1,263,370) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds collected from note receivable | 1,047,040 | |||
Purchase of furniture and equipment | (5,000) | (5,000) | ||
Net cash provided by /(used in) investing activities | (280,000) | (5,000) | (5,000) | 1,047,040 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of convertible notes | 233,017 | 592,641 | ||
Proceeds from common stock issuances | 370,422 | 1,530,619 | 2,220,812 | 514,000 |
Proceeds from preferred share B issuances | 320,000 | 320,000 | ||
Proceeds from preferred share C issuances | 440,585 | 243,500 | 243,500 | |
Proceeds from preferred share D issuances | 187,000 | 250,000 | 723,000 | |
Payments for warrant termination | (95,000) | |||
Prepayments of convertible notes | (821,970) | |||
Net cash provided by financing activities | 998,007 | 1,660,166 | 2,823,359 | 1,106,641 |
Net increase (decrease) in cash and cash equivalents | 239,509 | (2,387,866) | (2,322,808) | 890,311 |
Cash and cash equivalents – beginning of the year | 132,253 | 2,455,061 | 2,455,061 | 1,564,750 |
Cash and cash equivalents – end of the year | 132,253 | 2,455,061 | ||
Supplemental Cash Flow Disclosures | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Cashless warrant exercises | 137,766 | 137,766 | (43,247) | |
Issuance of warrants in conjunction with convertible notes | 145,423 | |||
Convertible notes converted to common shares | 183,752 | (183,752) | (309,894) | |
Additions to ROU assets from operating lease liabilities | 1,207,789 | 27,421 | 27,421 | 228,510 |
Common shares returned due to officer resignations | $ (391,667) | (391,667) | (228,222) | |
Preferred shares series C dividend paid in shares | 16,802 | |||
Preferred shares series D dividend paid in shares | 7,200 | |||
Preferred shares and dividend shares converted into common shares | $ 990,502 |
NOTE 1 _ BASIS OF PRESENTATION
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements of AB International Group Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of August 31, 2021 derives from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2021. The unaudited consolidated financial statements as of and for the three and nine months ended May 31, 2022 and 2021, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended May 31, 2022 and 2021 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Foreign Currency Transactions 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. 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 due to their short-term nature. 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. 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 stockholders 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 and convertible preferred stock 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. The Company had preferred shares and had no convertible notes and warrants as of May 31, 2022. For the three months ended May 31, 2022 and 2021, and for the nine months ended May 31, 2022 and 2021, no potentially diluted shares were included in the diluted loss per share as they would be anti-dilutive. | 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 . The Company's fiscal year end is August 31. We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisition and distribution of movies. We have a patent license to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People’s Republic of China. We had launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019, utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficient services. We generate revenues through an agency service fee from each matched performance. 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 a term of five years commencing on the June 1, 2017 (Effective Date) and subject to a right to renew for another five years. 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. The term of this sublicensing agreement was renewed and extended for another five years in October of 2019. Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. 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 planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposed 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 $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 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. The Company decided to impair 100% of the carrying amount of Ai Bian Quan Qiu platform and its Wechat official account. 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. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events were suspended. The Company decided to shut down the Ai Bian Quan Qiu platform and no revenue was generated after January 31, 2020. As a result, it 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 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 was from August 1, 2019 to July 31, 2020. This loan principal balance was paid off in full in July, 2020. All the interest income of $95,979 was received by August 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 was from September 4, 2019 to March 3, 2020. This loan balance was paid off in full on May 4 th $70,021 was received by November 13, 2020. On April 22, 2020, the Company announced the first phase development of its video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. The Company’s professional team are sourcing such dramas and films to provide video streaming service on the ABQQ.tv. The video streaming website www.ABQQ.tv was officially launched on December 29, 2020. As of August 31, 2021, the Company acquired 4 movie copyrights and 59 movie broadcast rights. The Company will continue marketing and promoting the ABQQ.tv website through GoogleAds and acquire additional broadcast rights for movies and TV series, and plan to charge subscription fees once the Company has obtained at least 200 broadcast rights of movie and TV series. |
NOTE 2 _ GOING CONCERN
NOTE 2 – GOING CONCERN | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NOTE 2 – GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of May 31, 2022, the Company had an accumulated deficit of approximately $8.37 million and a negative working capital of $1.26 million. For the nine months ended May 31, 2022, the Company incurred a net loss of approximately $1.77 million. Although, the Company generated revenue of approximately $2.06 million as the result of selling the mainland China copyrights and broadcast rights for five movies (“Love over the world”, “Our treasures”, “Confusion”, “Huafeng” and “Lushang”) for the nine months ended May 31, 2022, the future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. | Going Concern Uncertainties The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2021, the Company had an accumulated deficit of approximately $6.6 million and a working capital deficit of $228,669. For the year ended August 31, 2021, the Company incurred a net loss of approximately $3.6 million and the net cash used in operations was $5,141,166 . Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern through August 31, 2022 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
NOTE 3 _PREPAID EXPENSES
NOTE 3 –PREPAID EXPENSES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
NOTE 3 –PREPAID EXPENSES | NOTE 3 –PREPAID EXPENSES Prepaid expense was $2,333 and $13,566 as of May 31, 2022 and August 31, 2021, respectively. Prepaid expense as of May 31, 2022 primarily includes prepayment of the OTC market annual fee. | NOTE 3 –PREPAID EXPENSES Prepaid expense was $13,566 and $11,024 as of August 31, 2021 and August 31, 2020, respectively. Prepaid expense as of August 31, 2021 primarily includes $12,833 prepayment of OTC market annual fee. |
NOTE 4 _ SUBSCRIPTION RECEIVABL
NOTE 4 – SUBSCRIPTION RECEIVABLE | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Receivables [Abstract] | ||
NOTE 4 – SUBSCRIPTION RECEIVABLE | NOTE 4 – SUBSCRIPTION RECEIVABLE Subscription receivable is cash not yet collected from the stockholders for issuance of common stock. As of May 31, 2022, the company had no subscription receivable. As of August 31, 2021, the subscription receivable balance of $87,239 was the result of 3,000,000 Put shares to Peak One Opportunity Fund LP. | NOTE 4 – SUBSCRIPTION RECEIVABLE Subscription receivable is cash not yet collected from the shareholders for issuance of common stock. As of August 31, 2021, the subscription receivable balance of $87,239 was the remaining cash to be collected from the issuance of 3,000,000 P ut shares to Peak One Opportunity Fund LP. As of August 31, 2020, the subscription receivable balance of $61,500 was cash to be collected from Mingpeng Ou for issuing 3,000,000 shares of common stocks at a price of $0.0205 per share. All the subscription receivables have been collected as of the date of issuance of these consolidated financial statements. |
NOTE 5 _ FIXED ASSETS AND LEASE
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 5 – FIXED ASSETS AND 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 depreciation expense was $39,902 and $39,748 for nine months ended May 31, 2022 and 2021, respectively. May 31, 2022 August 31, 2021 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 25,974 Total cost 172,278 172,278 Accumulated depreciation ( 158,475 ) ( 118,573 ) Property and equipment, net $ 13,803 $ 53,705 | 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 depreciation expense was $53,048 and $52,446 for the years ended August 31, 2021 and August 31, 2020, respectively. August 31, 2021 August 31, 2020 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 20,974 Total cost 172,278 167,278 Accumulated depreciation ( 118,573 ) ( 65,525 ) Property and equipment, net $ 53,705 $ 101,753 |
NOTE 6 _ INTANGIBLE ASSETS
NOTE 6 – INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
NOTE 6 – INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS As of May 31, 2022 and August 31, 2021, the balance of intangible assets are as follows; May 31, 2022 August 31, 2021 Patent license right $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 853,333 Sitcom copyrights - Chujian 640,000 640,000 Movie copyrights - Huafeng 422,400 422,400 Movie copyrights - Our treasures 936,960 936,960 Movie copyrights - LuShang 256,000 — Movie copyrights - QiQingKuaiChe 1,024,000 — TV drama copyright – 15 episodes 190,000 — Movie and TV series broadcast rights 2,439,840 2,439,840 NFT MMM platform 280,000 — Total cost 7,542,533 5,792,533 Less: Accumulated amortization (4,029,261 ) (1,793,728 ) Intangible asset, net $ 3,513,272 $ 3,998,805 Intangible assets include: 1) a patent license right obtained from Guangzhou Shengshituhua Film and Television Company Limited as a worldwide license to a video synthesis and release system for mobile communications equipment (See Note 10); 2) copyrights for the movie “Love over the world”, “Huafeng”, “Our treasures”, “LuShang”, “QiQingKuaiChe”, the sitcom “Chujian”, copyright for one TV drama series, and 3) broadcast rights for fifty-nine movie and TV series; 3) On April 27, 2022, the Company purchased a unique Non-Fungible Token movie and music marketplace, named as the NFT MMM, from Stareastnet Portal Limited, which including an APP “NFT MMM” on Google Play, and full right to the website: starestnet.io. The amortization expense for three months ended May 31, 2022 and 2021 was $862,399 and $428,794 , respectively. The amortization expense for nine months ended May 31, 2022 and 2021 was $2,235,533 and $853,001 , respectively. On January 24, 2022, the Company sold the mainland China copyrights and broadcast rights of the movie “Love over the world”, “Our treasures” and “QiQingKuaiChe” received $1,800,000 . On May 2, 2022, the Company sold the mainland China copyright and broadcast right of the movie “Huafeng” to a third party at a price of $128,000 . The Company remains to have all copyright of outside of mainland China. On May 3, 2022, the Company sold the mainland China copyright and broadcast right of the movie “LuShang” to a third party at a price of $128,000 . The Company remains to have all copyright of outside of mainland China. The estimated amortization expense for each of the two succeeding years is as follows. The intangible assets as of May 31, 2022 will be fully amortized in the fiscal year of 2024. Period ending May 31 Amortization expense 2023 $ 2,760,402 2024 $ 752,870 | NOTE 6 – INTANGIBLE ASSETS As of August 31, 2021 and August 31, 2020, the balance of intangible assets are as follows; August 31, August 31, 2021 2020 Patent $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 - Sitcom copyrights - Chujian 640,000 - Movie copyrights - Huafeng 422,400 - Movie copyrights - Our treasures 936,960 - Movie and TV series broadcast rights 2,439,840 - Total cost 5,792,533 500,000 Less: Accumulated amortization (1,793,728) (325,000) Intangible asset, net $ 3,998,805 $ 175,000 Intangible assets include 1) a patent obtained from Guangzhou Shengshituhua Film and Television Company Limited as a worldwide license to a video synthesis and release system for mobile communications equipment, 2) copyrights for the movie “Love over the world”, “Huafeng”, “Our treasures” and the sitcom “Chujian”, and 3) broadcast rights for fifty nine movie and TV series. The amortization expense for years ended August 31, 2021 and August 31, 2020 was $1,468,728 and $113,731 , respectively. The estimated amortization expense for each of the three succeeding years is as follows. The intangible assets as of August 31, 2021 will be fully amortized in the fiscal year of 2023. Year ending August 31, Amortization expense 2022 $ 2,721,267 2023 $ 1,277,538 |
NOTE 7 _ RIGHTS-TO-USE OPERATIN
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Transfers and Servicing [Abstract] | ||
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET | NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET Rights-to-use lease assets, net consisted of the following: May 31, 2022 August 31, 2021 Right-to-use gross asset $ 1,431,026 $ 223,237 Less: accumulated amortization ( 361,469 ) ( 175,410 ) Right-to-use asset, net $ 1,069,557 $ 47,827 | NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET Rights-to-use lease assets, net consisted of the following: August 31, 2021 August 31, 2020 Right-to-use gross asset $ 223,237 $ 228,510 Less: accumulated amortization ( 175,410 ) ( 102,156 ) Right-to-use asset, net $ 47,827 $ 126,354 The right-of-use assets will be fully amortized in the fiscal year 2022. |
NOTE 8 _ LONG-TERM PREPAYMENT
NOTE 8 – LONG-TERM PREPAYMENT | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
NOTE 8 – LONG-TERM PREPAYMENT | NOTE 8 – LONG-TERM PREPAYMENT The long-term prepayment balance relates to movie copyrights and broadcast rights for movies as below: Name of movie May 31, 2022 August 31, 2021 Prepayment of Movie - LuShang $ — $ 256,000 Prepayment of Movie - QiQingKuaiChe — 505,600 Prepayment of TV drama series 525,000 — Prepayment of Movie - Too Simple 1,271,265 — Total long-term prepayment $ 1,796,265 $ 761,600 • In October 2019, the Company acquired a broadcast right of “LuShang” (English name: “On the Way”) from All In One Media Ltd for online streaming at a price of $256,000 This broadcast right permits online streaming globally and has been fully paid. “LuShang” has been approved for screening by the Chinese government in February 2022. The Company recognized an intangible asset of $256,000 in March 2022 when the movie is available for online broadcasting after one month it’s released in mainland China cinemas. The Company sold the mainland China copyright and broadcast right of this movie in May 2022 (See Note 6). • In November 2019, the Company acquired a broadcast right of “QiQingKuaiChe” (English name: “Confusion”) from All In One Media Ltd for online streaming at a price of $115,200 . This broadcast right only allows online streaming outside China. In July 2021, the Company acquired the full movie copyright for both domestic and overseas with an additional cost of $908,800, and the total price is $1,024,000 . In March 2022, the Company made the full payment and the movie copyright is recognized as an intangible asset. The Company sold the mainland China copyright and broadcast right of this movie in January 2022 (See Note 6). • The Company acquired a movie copyright of “Too Simple” from Guang Dong Honor Pictures Ltd in July 2021 at a price of $1,271,265 , which was to be paid in installments. As of May 31, 2022 and August 31, 2021, $1,271,265 and $644,785 was paid and recorded in long-term prepayment and other receivable, respectively. On December 31, 2021, the Company entered into a termination contract with Guang Dong Honor Pictures Ltd to cancel the purchase of copyright and to receive a full refund before May 31, 2022. The Company further negotiated with Guang Dong Honor Pictures and on June 23, 2022, both parties agreed to resume the purchase transaction. • On March 2, 2022, the Company signed a purchase agreement to acquire the copyright to broadcast a 25-episode TV drama series outside of mainland China. The fill episode is expected to deliver to the Company by the end of October 2022. | NOTE 8 – LONG-TERM PREPAYMENT In September 2019, the Company entered into an agreement with Guangzhou Yuezhi Computer 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 has not generated any revenue since mid-January, 2020, the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 FY2020 and the remaining 20% intangible asset in Q4 FY2020 . As such, $108,800 prepayment was expensed as research and development expense from the previously recognized long-term prepayment asset in FY2020. As of August 31, 2021, the long-term prepayment balance of $761,600 relates to movie copyrights and broadcast rights for movies as below: • In November 2019, the Company acquired a broadcast right of “Lushang” (English name: “On the Way”) from All In One Media Ltd for online streaming at a price of $256,000 . This broadcast right permits online streaming globally and has been fully paid. As “Lushang” has not yet been approved for screening by the Chinese government, the payment of $256,000 was recorded as long-term prepayment • In November 2019, the Company acquired a broadcast right of “Qi Qing Kuai Che” (English name: “Confusion”) from All In One Media Ltd for online streaming at a price of $115,200 . This broadcast right only allows online streaming outside China. In July 2021, the Company acquired the full movie copyright for both domestic and overseas with an additional cost of $908,800 , and the total price is $1,024,000 . As of August 31, 2021, $505,600 has been paid. As this movie has not yet been fully paid or approved for screening by the Chinese government, the total payment of $505,600 was recorded as long-term prepayment. |
NOTE 9 _ FAIR VALUE MEASUREMENT
NOTE 9 – FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 9 – FAIR VALUE MEASUREMENTS | NOTE 9 – 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, 2021 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 expected volatilities, were subjective unobservable inputs. Liabilities measured at fair value on a recurring basis 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) Total Fair value at May 31, 2022 Derivative liabilities $ — $ — $ — $ — Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,320 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Increase from note issuances — Decrease from note prepayment ( 45,490 ) Fair value at May 31, 2021 $ — | NOTE 9 – 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 this 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. As of November 30, 2020, EMA Financial exercised 100% of the total warrant shares to acquire 45,851,221 common shares through cashless exercises. 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” or the “Holder”), 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. Peak One has converted all the convertible notes into 1,096,846 common shares by July 16 th The term of this convertible note is 1 year with the maturity date on December 9, 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. As of November 30, 2020, Peak One exercised 100% of the total warrant shares to acquire 3,720,326 common shares through cashless exercises. 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 first tranche closing on January 8 th $40,500 and the Holder shall pay $36,500 of the consideration (the “First Tranche”). Out of $36,500 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. As part of the second tranche closing on July 23 rd $50,000 and the Holder shall pay $47,500 of the consideration (the “Second Tranche”). Out of $47,500 consideration, the Company has received $42,987 cash from Crown Bridge with the remaining $4,513 spent as legal expense for note issuance and due diligence fees. The term of this 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, OTCPink, 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 each tranche 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 Capital Partners, LLC, (“Auctus” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with no original discount upon issuance. 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 this 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 OTCPink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCPink 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 with no original discount upon issuance. 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 this 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 with no original discount upon issuance. 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 this 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 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 this 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. On July 17, 2020, 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 $50,000 , and upon issuance, carries a prorated original issue discount of up to $2,500 (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 $50,000 and the Holder shall pay $47,500 of the consideration. Out of $47,500 consideration, the Company has received $42,987 cash from EMA Financial with the remaining $4,513 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 July 17, 2021 . 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On July 24, 2020, the Company closed a private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $130,000 with no original discount upon issuance. As part of initial closing the outstanding principal amount shall be $130,000 and the Holder shall pay $130,000 of the consideration (the “First Tranche”). Out of $130,000 consideration, the Company has received $116,079 cash from Power up with the remaining $13,921 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on July 24, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On August 18, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $63,000 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $63,000 and the Holder shall pay $63,000 of the consideration (the “Second Tranche”). Out of $63,000 consideration, the Company has received $54,939 cash from Power up with the remaining $8,061 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on August 18, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with Jefferson Street Capital LLC, (“Jefferson Street Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $82,500 with $7,500 discount upon issuance. As part of closing the outstanding principal amount shall be $82,500 and the Holder shall pay $75,000 of the consideration. Out of $75,000 consideration, the Company has received $68,949 cash from Jefferson Street Capital with the remaining $6,051 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on September 1, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with FirstFire Global Opportunities Fund, LLC, (“FirstFire Global” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with $3,750 discount upon issuance. As part of closing the outstanding principal amount shall be $75,000 and the Holder shall pay $71,250 of the consideration. Out of $71,250 consideration, the Company has received $61,498 cash from FirstFire Global with the remaining $9,752 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 9 months with the maturity date on June 1, 2021 . 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date . On October 8, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $55,000 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $55,000 and the Holder shall pay $55,000 of the consideration. Out of $55,000 consideration, the Company has received $47,579 cash from Power up with the remaining $7,421 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on October 8, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On October 9, 2020, the Company closed another private financing with East Capital Investment Corp., (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $62,700 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $62,700 and the Holder shall pay $62,700 of the consideration. Out of $62,700 consideration, the Company has received $54,992 cash from Power up with the remaining $7,708 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on October 9, 2021 . The interest rate of 10.0% per annum. 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. The below table summarizes all the convertible notes issued during the year ended August 31, 2020. Counterparties Issuance date Maturity date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) EMA Financial November 18, 2019 August 18, 2020 $ 75,000 $ 68,500 $ 6,500 $ 3,763 $ 64,737 Peak One Opportunity December 9, 2019 December 9, 2022 $ 85,000 $ 76,500 $ 8,500 $ 11,188 $ 65,312 Crown Bridge (Tranche I) January 8, 2020 January 8, 2021 $ 40,500 $ 36,500 $ 4,000 $ 1,508 $ 34,992 Auctus Fund Note December 31, 2019 September 30, 2020 $ 75,000 $ 75,000 $ - $ 15,658 $ 59,342 East Capital February 13, 2020 February 13, 2021 $ 50,000 $ 50,000 $ - $ 6,508 $ 43,492 Fidelis Capital February 19, 2020 February 19, 2021 $ 50,000 $ 50,000 $ - $ 6,513 $ 43,487 Armada Partners March 12, 2020 March 12, 2021 $ 38,500 $ 35,000 $ 3,500 $ 2,008 $ 32,992 EMA Financial July 17, 2020 July 17, 2021 $ 50,000 $ 47,500 $ 2,500 $ 4,513 $ 42,987 Crown Bridge (Tranche II) July 23, 2020 July 23, 2021 $ 40,500 $ 36,500 $ 4,000 $ 2,208 $ 34,292 Power Up Lending (Tranche I) July 24, 2020 July 24, 2021 $ 130,000 $ 130,000 $ - $ 13,921 $ 116,079 Power Up Lending (Tranche II) August 18, 2020 August 18, 2021 $ 63,000 $ 63,000 $ - $ 8,061 $ 54,939 $ 697,500 $ 668,500 $ 29,000 $ 75,849 $ 592,651 The below table summarizes all the convertible notes issued during the year ended August 31, 2021. Counterparties Issuance date Maturity Date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) Jefferson Street Capital September 1,2020 September 1, 2021 82,500 75,000 7,500 6,051 68,949 FirstFire Global September 1,2020 June 1, 2021 75,000 71,250 3,750 9,752 61,498 Power Up Lending October 8, 2020 October 8, 2021 55,000 55,000 - 7,421 47,579 East Capital October 9, 2020 October 9, 2021 62,700 62,700 - 7,708 54,992 $ 275,200 $ 263,950 $ 11,250 $ 30,932 $ 233,018 The following table summarizes the convertible note and derivative liability in the balance sheet at August 31, 2021: Balance, August 31, 2020 $ 438,921 Issuance of Convertible Note Principal $ 275,200 Issuance of MFN Principal $ 15,000 Discount on Note issuance, net of amortization $ 75,075 Accrued interest expense $ 24,562 Converted Note Principal $ ( 166,464 ) Converted accrued and unpaid interest $ ( 8,538 ) Prepayment of Note Principal $ ( 559,782 ) Paid interest expense $ ( 29,390 ) Change in fair value of Derivative liability $ ( 64,584 ) Balance, August 31, 2021 $ — The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used as of August 31, 2021 include (1) risk-free interest rates of 0.06% , (2) expected equity volatility of 66.25% - 66.3% , (3) zero dividends, (4) discount for lack of marketability of 30% (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 date of August 31, 2021. The Company recognizes gain due to convertible feature of $64,584 in the income statement for the year ended August 31, 2021. The Company prepaid nine convertible notes during the year ended August 31, 2021 as below: Convertible Notes Beginning Principal after Note Conversion Total Interest Accrued Paid Date Paid Principal Paid Interest Principal balance Outstanding Payment amount Loss from prepaid convertible note Crown Bridge (Tranche I) 1,082 2,641 12/9/20 ( 1,082 ) ( 2,641 ) - - - Crown Bridge (Tranche II) 40,500 1,545 12/9/20 ( 40,500 ) ( 1,545 ) - 72,500 1 ( 26,732 ) 1 EMA Financial 50,000 1,990 12/9/20 ( 50,000 ) ( 1,990 ) - 72,800 ( 20,810 ) Power Up Lending 130,000 6,491 1/22/21 ( 130,000 ) ( 6,491 ) - 190,925 ( 54,434 ) Power Up Lending 63,000 3,042 2/10/21 ( 63,000 ) ( 3,042 ) - 92,380 ( 26,338 ) East Capital 62,700 3,114 4/7/21 ( 62,700 ) ( 3,114 ) - 87,467 ( 21,652 ) Power Up Lending 55,000 2,746 4/7/21 ( 55,000 ) ( 2,746 ) - 80,797 ( 23,051 ) Jefferson Street 82,500 4,097 3/1/21 ( 82,500 ) ( 4,097 ) - 116,975 ( 30,378 ) FirstFire Global 75,000 3,724 3/1/21 ( 75,000 ) ( 3,724 ) - 108,125 ( 29,401 ) Total 559,782 29,390 - ( 559,782 ) ( 29,390 ) - 821,969 ( 232,796 ) 1. The Holders converted convertible notes to common shares during the year ended August 31, 2021 as below: EMA Financial: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 *On September 29, 2020, $6,007 of the Auctus Capital convertible note was converted to 17,107 shares of common stock at a conversion price $0.0048 , 60% of the lowest trading price in the 20 days prior to the conversion dates. Additional most-favored-nation (MFN) principal of $15,000 was triggered when the conversion price is lower than $0.1 . The remaining Auctus Capital convertible note principal balance was $0 , including $15,000 MFN principal East Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 26,600 13,300 250 — 13,550 — 13,300 $ 0.01020 1,328,431 September 25, 2020 13,300 13,300 129 — 13,429 — — $ 0.00960 1,398,854 Total 26,600 379 — 26,979 — 2,727,285 Fidelis Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 41,000 25,671 — — 25,671 — 15,329 $ 0.01218 2,107,648 September 9, 2020 15,329 15,329 2,605 — 17,934 — — $ 0.01020 1,758,257 Total 41,000 2,605 — 43,605 — 3,865,905 Armada Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 25, 2020 25,500 13,000 213 — 13,213 500 12,500 $ 0.01020 1,344,363 October 6, 2020 12,500 12,500 38 — 12,538 500 — $ 0.00960 1,358,145 Total 25,500 251 — 25,751 1,000 2,702,508 Crown Bridge (Tranche I): Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 20,867 6,400 — — 6,400 1,250 14,467 $ 0.00765 1,000,000 September 22, 2020 14,467 5,635 — — 5,635 1,250 8,832 $ 0.00765 900,000 October 1, 2020 8,832 7,750 — — 7,750 1,250 1,082 $ 0.00720 1,250,000 Total 19,785 — 19,785 3,750 3,150,000 In summary, the Company has either converted or prepaid all the outstanding convertible notes as of August 31, 2021. The below table lists conversions and prepayments during each quarter in FY2021. Sr. No. Note Total convertible note issued Total principal converted as of 08/31/2020 Total principal converted as of 11/30/2020 Total principal paid off as of 2/28/2021 Total principal paid off as of 8/31/2021 Principal balance Outstanding as of 8/31/2021 1 EMA Financial 90,000 ( 84,716 ) ( 5,285 ) - - - 2 Peak One Opportunity 85,000 ( 85,000 ) - - - - 3 Auctus Fund Note 90,000 ( 41,705 ) ( 48,295 ) - - - 4 Crown Bridge (Tranche I) 40,500 ( 19,633 ) ( 19,785 ) ( 1,082 ) - - 5 East Capital 50,000 ( 23,400 ) ( 26,600 ) - - - 6 Fidelis Capital 50,000 ( 9,000 ) ( 41,000 ) - - - 7 Armada Partners 38,500 ( 13,000 ) ( 25,500 ) - 8 Crown Bridge (Tranche II) 40,500 - ( 40,500 ) - - 9 EMA Financial (Issue Date: 7.17.2020) 50,000 - - ( 50,000 ) - - 10 Power Up Lending (Issue Date: 07.24.2020) 130,000 - - ( 130,000 ) - 11 Power Up Lending (Issue Date: 08.18.2020) 63,000 - - ( 63,000 ) - - 12 East Capital (Issue Date: 10.09.2020) 62,700 - - - ( 62,700 ) - 13 Power Up Lending (Issue Date: 10.08.2020) 55,000 - - - ( 55,000 ) - 14 Jefferson Street (Issue Date: 09.01.2020) 82,500 - - - ( 82,500 ) - 15 FirstFire Global (Issue Date: 09.01.2020) 75,000 - - - ( 75,000 ) - Total 1,002,700 ( 276,454 ) ( 166,464 ) ( 284,582 ) ( 275,200 ) - |
NOTE 10_ RELATED PARTY TRANSACT
NOTE 10– RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Related Party Transactions [Abstract] | ||
NOTE 10– RELATED PARTY TRANSACTIONS | NOTE 10– 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 stockholders. 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. As of May 31, 2022 and August 31, 2021, the Company had due to stockholders of $25,088 and $2,347 , respectively. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January 2020. For the three and nine months ended May 31, 2022 and 2021, the Company didn’t recognize any revenue from this performance matching platform, respectively. The balance of related party receivable from Youall Perform Services Ltd was $0 and $1,439 as of May 31, 2022 and August 31, 2021, respectively. In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) 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. 2) 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. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 long-term prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a website maintenance contract over the next two years. The major website of this Company is ABQQ.tv for video streaming. The contract amount remains to be $128,000 , out of which $108,800 was previously paid and $19,200 will be due on the twenty first month after the launch of the website www.abqq.tv. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The Company will pay Youall Perform Services Ltd the remaining balance of $19,200 in September, 2022. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”) 100% owned by the Chief Executive Officer Chiyuan Deng. The agreement is for a term of 5 years commencing on the effective date on June 1, 2017 and may be renewed at the Company’s written election conveyed to Licensor before the end of the term for a further term of five years. 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, 2022 and 2021 were $0 and $30,720 , respectively, during the three months ended May 31, 2022 and 2021 were $0 and $15,360 , respectively. In January 2021, the Company’s sublicensing agreement to generate royalty revenues was terminated with Anyone Picture. As such, there has been no royalty expenses since the end of December 2020 given there has been no sublicensing royalty revenue generated from the patent. The Company rented an office from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng (See Note 14). On December 1, 2020, the Company entered an agreement with Zestv Studios Limited to grant Zestv Studios Limited the distribution right for the movie “Love over the world” and charge Zestv Studios Limited movie royalties. The Company’s royalty revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although Zestv Studios Limited has paid royalty revenue to the Company, Zestv Studios Limited failed to collect cash from Hua Xia. The Company will refund Zestv Studios Limited the movie royalties. As of May 31, 2022 and August 31, 2021, the Company had refund of movie royalties revenue net of movie distribution commission fee payable to Zestv Studios Limited of $763,770 and $933,434 , respectively. During the three months ended May 31, 2022, Zestv Studios Limited also loaned total of $285,571 to the Company as the working capital. The loan is non-interest bearing and due on demand. As of May 31, 2022 and August 31, 2021, the Company had total related party payable to Zestv Studios Limited of $1,049,341 and $933,434 , respectively. On September 11, 2020, the Company entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, the Company amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock issued to Mr. Deng, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock at par value $0.001 .. Mr. Deng returned 261,111 shares common stock to the Company received under his initial employment agreement. During the nine months ended May 31, 2022 and 2021, the Company paid CEO and CFO total salary of $342,167 and $258,837 , respectively. During the three months ended May 31, 2022 and 2021, the Company paid CEO and CFO total salary of $51,250 and $74,500 , respectively. | NOTE 12– 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. As of August 31, 2021 and August 31, 2020, there are no such related party transactions. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January, 2020. For the years ended August 31, 2021 and 2020, the Company recognized revenue of $0 and $141,143 from this performance matching platform, respectively. The balance of related party receivable from Youall Perform Services Ltd was $1,439 and $87,581 as of August 31, 2021 and 2020, respectively. In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) 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. 2) 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. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 long-term prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a website maintenance contract over the next two years. The major website of this Company is ABQQ.tv for video streaming. The contract amount remains to be $128,000 , out of which $108,800 was previously paid and $19,200 will be due on the twenty first month after the launch of the website www.abqq.tv. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The Company will pay Youall Perform Services Ltd the remaining balance of $19,200 in September, 2022. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”) 100% owned by the Chief Executive Officer Chiyuan Deng. 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 years ended August 31, 2021 and August 31, 2020 are $25,600 and $61,440 , respectively. In January, 2021, the Company’s sublicensing agreement to generate royalty revenues was terminated with Anyone Picture. As such, there has been no royalty expenses since the end of December, 2020 given there has been no sublicensing royalty revenue generated from the patent. Once the Company finds another company to sublicense the patent, it will generate royalty revenue and pay royalty expense again. The Company rented an office from ZESTV STUDIOS LIMITED, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng. On December 1, 2020, the Company entered an agreement with ZESTV STUDIOS LIMITED to grant ZESTV STUIDIOS LIMITED the distribution right for the movie “Love over the world” and charge ZESTV STUIDIOS LIMITED movie royalties. The Company’s royalties revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although ZESTV STUDIOS LIMITED has paid royalties revenue to the Company, ZESTV STUDIOS LIMITED failed to collect cash from Hua Xia. The Company will refund ZESTV STUDIOS LIMITED the movie royalties. As of August 31, 2021, the Company incurred related party payable of $16,512 for the office rent and $916,922 of refund for the movie royalties revenue net of the movie distribution commission fee to ZESTV STUDIOS LIMITED. On August 29, 2020, the Company entered into a Separation Agreement and Release with each of Jianli Deng, Lijun Yu and Linqing Ye. Pursuant to the agreements, Mr. Deng resigned as Secretary and Treasurer, Ms. Yu resigned as Chief Marketing Officer and Mr. Ye resigned as Chief Operating Officer. Mr. Deng will remain on as a member of our board of directors. The Separation and Release Agreement cancelled the employment agreements for each of Messrs. Deng, Yu and Ye, and provided them each an indebtedness payment within five (5) business days of the agreements. Mr. Deng will receive $110,000 , Ms. Yu will receive $110,000 and Mr. Ye will receive $120,000 . We received a release of all claims from these prior officers. In addition, Mr. Deng, Ms. Yu, and Mr. Ye agreed to return to the Company their unvested restricted shares of 130,556 , 147,222 , and 147,222 , respectively. On September 11, 2020, we entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock at par value $0.001 . During the year ended August 31, 2021, the Company paid the Chief Executive Officer $180,000 salary, $50,000 bonus in cash, and $30,100 stock-based compensation. $25,000 salary was paid in cash to Chief Financial Officer. In addition, the Company hired Chief Investment Officer on February 22, 2021. $55,685 cash salary and $7,527 stock-based compensation were paid to Chief Investment Officer for the year ended August 31, 2021. During the year ended August 31, 2020, $169,768 was paid to five executives in the form of stock-based compensation and $15,000 cash salary was paid to the Chief Financial Officer. |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Equity [Abstract] | ||
NOTE 11 – STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The Company has the following equity activities during the nine months ended May 31, 2022: Common shares • The Company issued 2,500,000 and 3,000,000 shares of put shares to Peak One for cash at $0.02288 , and $0.02719 , respectively, per share during Q1 2022. • The Company issued 3,146,854 of common shares to GHS Investments, LLC, from preferred shares series D conversion during Q1 2022. • The Company issued 1,800,000 shares of common stock for cash at $0.01548 per share, and 3,000,000 shares of common stock for cash at $0.01716 per share, and 2,300,000 shares of common stock for cash at $0.01729 per share, and 2,300,000 shares of common stock for cash at $0.0110 per share to Peak One during Q2 2022. • As stock-based compensation for annual bonus for calendar year of 2021, the Company issued 5,000,000 shares restricted common stock to the Chief Investment Officer and 10,000,000 shares restricted common stock to the Chief Executive Officer all at market price $0.0138 per share Q2 2022. • The Company issued 5,521,473 of common shares to GHS Investments, LLC from preferred shares series D conversion Q2 2022. • The Company issued 30,000,000 shares of restricted stock at market price $0.0138 per share to seven consultants for 6 months to 18 months consulting services of movies and NFT related business in Q2 2022. • On March 10, 2022, the Company issued 5,638,298 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 11, 2022, the Company issued 3,639,345 shares to GHS Investments, LLC for the conversion of Series D preferred stock. • On March 15, 2022, the Company issued 2,819,149 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 16, 2022, the Company issued 2,329,670 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 21, 2022, the Company issued 4,764,045 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 24, 2022, the Company issued 6,235,294 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 30, 2022, the Company issued 4,416,667 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On April 7, 2022, the Company issued 2,841,389 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. Preferred shares On September 3, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $203,500 . The closing occurred on September 3, 2021. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $184,000 . On November 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $85,450 . The closing occurred on October 21, 2021. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $75,368 . During the quarter ended November 30, 2021, the Company issued 153 shares of series D preferred stock to the investor for the purchase price of $153,000 . After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $140,760 . On December 20, 2021, the Company issued 34 shares of series D preferred stock to the investor for the purchase price of $34,000 . After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $31,267 . On January 21, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 89,490 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $78,035 . The closing occurred on January 21, 2022. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $68,529 . On March 16, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 96,075 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $83,500. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $73,600 . The Company also recorded a penalty expense of $141,945 which was in connection with the conversion of Series C preferred stocks due to the fact that the Company was late filing the Form 10-Q for the period ended February 28, 2022. | NOTE 13 – STOCKHOLDERS’ EQUITY The Company has 226,589,735 and 46,661,417 common shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively. These common shares were held by approximately 559 and 520 shareholders of record at August 31, 2021 and August 31, 2020, respectively. The Company has 100,000 and 0 series A preferred shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively. The Company has 20,000 and 0 series B preferred shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively The Company has the following equity activities during the year ended August 31, 2021: Common shares • The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share and 4,000,000 shares of common stock for cash at $0.0715 per share. • The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 9 for further details. • The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 10 for further details. • 261,111 shares of common stock returned to the Company due to officer resignations. • The Company issued 31,646,633 shares of put shares for cash at $0.015312 , $0.014256 , $0.01452 , $0.077528 , $0.09856 , $0.11 , $0.0715 , $0.0563 , $0.0528 , $0.04875 , $0.05764 , and $0.0344 per share. • As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer. • The Company issued 24,528,637 of common shares from preferred shares series C & D conversion. • The Company issued 17,700,000 shares of stock for consulting services. Preferred shares The Company authorized 10,000,000 shares of preferred shares with a par value $0.001 . During the year ended August 31, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001 , and 20,000 shares of Series B Preferred shares at $16 per share, 280,025 shares of Series C Preferred shares and its dividend shares were converted to 7,140,360 common shares in August, 2021, and 798 shares of Series D Preferred shares were converted to 17,388,277 common shares in August, 2021. Based upon the Series C Preferred Share purchase agreement, each share of Series C Preferred Stock carries an annual dividend in the amount of 12.0% of the Stated Value (the “Dividend Rate”). Which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to 22.0%. As of August 31, 2021, the Company has dividend expense of $16,801 and dividend payable of $0 on Series C Preferred Shares. Based upon the Series D Preferred Share purchase agreement, each share of Series D Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 8.0% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). As of August 31, 2021, the Company has dividend expense of $9,034 and dividend payable of $1,834 on Series D Preferred Shares and included in the accrued liabilities in the balance sheet. Warrant shares • The Company canceled 9,720 warrant shares with Crown Bridge and 4,200 warrant shares with Armanda Partners in November, 2020. • Peak One Opportunities exercised the remaining 10% of the 10,000 warrant shares issued on December 9, 2019 and 100% 750,000 warrant shares issued on July 30, 2020. • EMA Financial exercised all 30,000 warrant shares issued on January 17, 2020. |
NOTE 12 _ INCOME TAXES
NOTE 12 – INCOME TAXES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
NOTE 12 – INCOME TAXES | NOTE 12 – INCOME TAXES Components of net deferred tax assets, including a valuation allowance, are as follows: May 31, 2022 August 31, 2021 Deferred tax asset attributable to: Net operating loss carry over $ 1,246,974 $ 871,681 Less: valuation allowance ( 1,246,974 ) ( 871,681 ) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $1,246,974 as of May 31, 2022 and $871,681 as of August 31, 2021. 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, 2022 and August 31, 2021 Reconciliation between the statutory rate and the effective tax rate is as follows: Nine months ended May 31, 2022 2021 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % The Company's future business will focus on local cinemas and websites in the United States. During the nine months ended May 31, 2022 and 2021, the Company and its subsidiary have incurred a consolidated net loss of $1,769,767 and $2,601,535 , respectively and had net loss carryforward from prior years. As a result, the Company and its subsidiary did not incur any income tax during the three and nine months ended May 31, 2022 and 2021. | NOTE 14 – 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 August 31, 2021 and August 31, 2020: August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 ) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $871,681 as of August 31, 2021 and $447,765 as of August 31, 2020. 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, 2021 and August 31, 2020. Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended August 31, 2021 and August 31, 2020: Years ended August 31, 2021 2020 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, 2021 and August 31, 2020, the Company and its subsidiary have incurred a consolidated loss of $( 3,608,097 ) and $( 1,523,071 ), respectively. As a result, the Company and its subsidiary did not incur any income tax during the years ended August 31, 2021 and August 31, 2020. |
NOTE 13 _ CONCENTRATION OF RISK
NOTE 13 – CONCENTRATION OF RISK | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
NOTE 13 – CONCENTRATION OF RISK | NOTE 13 – CONCENTRATION OF RISK Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of May 31, 2022 and August 31, 2021, cash balance of $371,762 and $131,796 , respectively, were maintained at financial institutions in Hong Kong, and were subject to credit risk. In the US, the insurance coverage of each bank is $250,000 . The Company didn’t deposit with financial institutions located in US and were not subject to credit risk. While management believes that these financial institutions and third-party fund holders are of high credit quality, it also continually monitors their creditworthiness. | NOTE 15 – CONCENTRATION RISK 89% and 69% of revenue was generated from one customer during the years ended August 31, 2021 and August 31, 2020, respectively. 100% of the account receivable balance was due from one customer as of August 31, 2021 and August 31, 2020. |
NOTE 14 _ COMMITMENTS AND CONTI
NOTE 14 – COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 14 – COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest. Operating lease On November 22, 2020, the Company closed down a display store and terminated its lease, which has an original term from February 23, 2019 to February 22, 2022, as a result of the COVID-19 impact and uncertainties of the economy in Hong Kong. The Company leased certain office space in Hong Kong from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, under operating lease for three years from May 1, 2019 to April 30, 2022 with annual rental of $66,048 (HK$ 516,000). On May 1, 2022, the Company signed a new operating lease agreement with Zestv Studios Limited to lease its Hong Kong office premise for two years from May 1, 2022 to April 2024 with annual rental of $66,048 (HK$ 516,000). The Company lease office space in Singapore under operating lease from April 13, 2021 to March 31, 2022 with monthly rental of $716 (SGD 974). The Company leases office space at 48 Wall Street, New York, under operating lease for one year from September 1, 2021 to August 31, 2022 with annual rental of $20,400 . On October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five years plus the free rent period which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total monthly rent is $14,366 for the first year, including real estate related taxes and landlord’s insurance. The cash lease expense for the nine months ended May 31, 2022 and 2021 was $135,648 and $69,905 , respectively. The cash lease expense for the three months ended May 31, 2022 and 2021 was $82,527 and $21,612 , respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $1,171,693 as of May 31, 2022. In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $215,604 and $71,665 lease expenses for the nine months ended May 31, 2022 and 2021, respectively, including both cash and non-cash lease expenses. May 31, 2022 August 31, 2021 Total Lease Payments $ 1,171,694 $ 48,822 Less: imputed interest $ (21,780 ) $ (596 ) Present value of lease liabilities $ 1,149,914 $ 48,226 Current portion of obligations under operating leases $ 229,014 $ 48,226 Obligations under operating leases, non-current $ 920,900 $ 0 For future lease payment for next five years as follow May 31, Amount 2023 $ 238,443 2024 258,064 2025 249,362 2026 254,183 2027 171,642 Total lease payments $ 1,171,694 | NOTE 16 – COMMITMENTS AND CONTINGENCIES Operating lease As of August 31, 2021, the Company leases office premises in Hong Kong, an office in New York city, and an office in Singapore under non-cancelable operating lease agreements with an option to renew these leases. On November 22, 2020, the Company closed down a display store and terminated its lease, which has an original term from February 23, 2019 to February 22, 2022, as a result of the COVID-19 impact and uncertainties of the economy in Hong Kong. The cash lease expense for the years ended August 31, 2021 and August 31, 2020 was $92,981 and $79,488 , respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $48,822 as of August 31, 2021, of which $48,822 is within one year. In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $94,570 lease expenses for the year ended August 31, 2021, including both cash and non-cash lease expenses. As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ (596 ) Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 15 _ SUBSEQUENT EVENTS
NOTE 15 – SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Subsequent Events [Abstract] | ||
NOTE 15 – SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 10, 2022 to the date these financial statements were issued. Issuance of Common Stock On June 13, 2022, the Company issued 5,672,727 common shares for the conversion of Series C preferred stock. On June 21, 2022, the Company issued 7,090,909 common shares for the conversion of Series C preferred stock. On June 27, 2022, the Company issued 7,428,571 common shares for the conversion of Series C preferred stock. On July 5, 2022, the Company issued 9,069,767 common shares for the conversion of Series C preferred stock. On July 7, 2022, the Company issued 4,724,318 common shares for the conversion of Series C preferred stock. Issuance of Series C preferred stock On June 1, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 147,775 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $128,500. The closing occurred on June 16, 2022. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $115,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Copyright Transfer Agreement On June 22, 2022, the Company entered an agreement with Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, to transfer the mainland China copyright and broadcast right for the movie “Too Simple” to Zestv Studios Limited. The total transfer price is $750,000. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of AB International Group Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of AB International Group Corp. (the “Company”) as of August 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AB International Group Corp. as of August 31, 2021, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in the financial statements, the Company has limited operations and it has yet to attain profitability, has negative working capital, has an accumulated deficit at August 31, 2021, and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are disclosed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Intangible Assets/Impairments Description of the Matter As disclosed in Note 2 "Summary of Significant Accounting Policies" - Intangible Assets, movie copyrights and broadcast rights are stated at the lower of cost or amortized cost or estimated fair value. Auditing the Company’s impairment evaluation for movie copyrights and broadcast rights is challenging and subjective as the key inputs into the analysis include estimates of future anticipated revenues and box office performance, which may differ from future actual results. These estimates are based in part on the historical performance of similar films, test audience results when available, information regarding competing film releases, and critic reviews. How We Addressed the Matter in Our Audit We obtained an understanding over the Company’s movie copyrights and broadcast rights impairment review process. To test the assessment of movie copyrights and broadcast rights for impairment, we obtained management’s forecasts of revenue and our audit procedures included, among others, checking mathematical accuracy, reviewing and testing the completeness and accuracy of any underlying data as well as the significant assumptions mentioned above. /s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C. We have served as the Company's auditor since 2021 Saddle Brook, New Jersey January 11, 2022 Yu Certified Public Accountant PC Professionalism, Expertise, Integrity REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of AB International Group Corp (the “Company”) as of August 31, 2020, and the related consolidated statements of operations, statements of changes in stockholders’ equity and consolidated statements of cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AB International Group Corp as of August 31, 2020, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter - Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emphasis of Matter - Adoption of New Accounting Standards As discussed in Note 2 to the consolidated financial statements, the Company has adopted Accounting Standards Codification Topic 842, Leases, effective September 1, 2019. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Yu Certified Public Accountant PC We have served as the Company's auditor from 2018 to 2021. New York, New York December 9, 2020 Certified Public Accountants 99 Madison Avenue, Suite 601, New York NY 10016 Email: info yucpa.net AB INTERNATIONAL GROUP Consolidated Balance Sheets August 31, August 31, 2021 2020 (Audited) (Audited) ASSETS Current Assets Cash and cash equivalents $ 132,253 $ 2,455,061 Prepaid expenses 13,566 11,024 Account receivable — 137,700 Related party receivable 1,439 87,581 Subscription receivable 87,239 61,500 Interest receivable — 26,240 Other receivable 644,785 — Total Current Assets 879,282 2,779,106 Fixed assets, net 17,128 16,408 Leasehold improvement, net 36,577 85,345 Right of use operating lease assets, net 47,827 126,354 Intangible assets, net 3,998,805 175,000 Long-term prepayment 761,600 1,742,080 Other assets 16,508 18,427 TOTAL ASSETS $ 5,757,727 $ 4,942,720 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 118,283 $ 359,475 Related party payable 933,434 5,504 Current portion of obligations under operating leases 48,226 73,664 Convertible note and derivative liability — 438,921 Due to shareholder 2,347 476 Tax payable — 56,750 Other payable 3,827 3,584 Dividend payable 1,834 — Total Current Liabilities 1,107,951 938,374 Obligations under operating leases, non-current — 48,249 Total Liabilities 1,107,951 986,623 Stockholders’ Equity Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; — — Series A preferred stock, 100,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively 100 — Series B preferred stock, 20,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively 20 — Series C preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively — — Series D preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively — — Common stock, $0.001 par value, 1,000,000,000 shares authorized; 226,589,735 and 46,661,417 shares issued and outstanding, as of 226,590 46,661 Additional paid-in capital 11,009,517 7,271,983 Accumulated deficit (6,578,978 ) (2,970,881) Unearned shareholders’ compensation (7,473 ) (391,666) Total Stockholders’ Equity 4,649,776 3,956,097 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 5,757,727 $ 4,942,720 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Operations (Audited) Years ended August 31, 2021 2020 Revenue $ 115,091 $ 448,343 Cost of revenue (1,494,328 ) (177,577) Gross Profit (Loss) (1,379,237 ) 270,766 OPERATING EXPENSES General and administrative expenses (1,511,333 ) (1,346,525) Research and development expenses — (108,800) Related party salary and wages (333,337 ) (184,768) Total Operating Expenses (1,844,670 ) (1,640,093) Loss From Operations (3,223,907 ) (1,369,327) OTHER INCOME (EXPENSES) Rent income 1,920 — Interest expense (156,822 ) (255,512) Interest income 7 166,352 Preferred shares dividend expense (25,835 ) — Gain (Loss) from change in fair value 64,584 (64,584) Loss from lease termination (3,251 ) — Loss from prepaid convertible note (232,797 ) — Loss from warrant termination (12,343 ) — Loss from warrant exercise (75,000 ) — Total Other Expenses (439,537 ) (153,744) Loss Before Income Tax Provision (3,663,444 ) (1,523,071) Income tax benefit 55,347 — NET LOSS $ (3,608,097 ) $ (1,523,071) NET LOSS PER SHARE: BASIC $ (0.02 ) $ (0.21) NET LOSS PER SHARE: DILUTED $ (0.02 ) $ (0.02) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC 194,571,251 7,186,259 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED 194,571,251 81,964,690 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Changes in Stockholders' Equity (Audited) Common Stock Preferred Stock Number of Shares Amount Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Unearned Shareholders' Compensation Total Equity Balance - August 31, 2019 4,822,016 $ 4,822 — $ — $ 6,520,980 $ (1,452,020 ) $ (842,657 ) $ 4,231,125 Common shares issued for cash at $0.0350 or $0.0205 per share 21,000,000 21,000 — — 554,500 — — 575,500 Common shares issued from note conversions 18,014,401 18,014 — — 291,880 — — 309,894 Common shares issued from warrant exercises 3,250,000 3,250 — — 39,997 — — 43,247 Common shares issued to officers for services — — — — — — 169,768 169,768 Common shares returned due to officer resignations (425,000 ) (425 ) — — (280,797 ) — 281,222 — Warrant shares issued in conjunction with convertible notes — — — — 145,423 — — 145,423 Adjustment due to ASC 842 adoption for lease — 4,211 — 4,211 Net loss — — — — — (1,523,071 ) — (1,523,071) Balance - August 31, 2020 46,661,417 $ 46,661 — $ — $ 7,271,983 $ (2,970,880 ) $ (391,667 ) $ 3,956,097 Common shares issued for cash 23,000,000 23,000 — — 529,000 — — 552,000 Common shares issued from note conversions 25,406,238 25,406 — — 158,347 — — 183,753 Common shares issued from warrant exercises 56,407,922 56,408 — — 81,358 — — 137,766 Common shares returned due to officer resignations (261,111 ) (261 ) — — (391,405 ) — 391,667 — Put Shares issued for cash 31,646,633 31,647 — — 1,662,904 — — 1,694,551 Common shares issued to officers for services 1,500,000 1,500 — — 43,500 — (7,473 ) 37,527 Common shares issued for consulting services 17,700,000 17,700 — — 513,300 — — 531,000 Preferred shares series A issuance — — 100,000 100 — — — 100 Preferred shares series B issuance — — 20,000 20 319,980 — — 320,000 Preferred shares series C issuance — — 280,025 280 243,220 — — 243,500 Preferred shares series D issuance — — 798 1 722,999 — — 723,000 Preferred shares series C dividend shares — — 19,322 19 16,782 — — 16,802 Preferred shares series D dividend shares — — 6 0 7,200 — — 7,200 Preferred shares and dividend shares converted into common shares 24,528,637 24,529 (300,151 ) (300 ) (24,228 ) — — — Termination of issued warrants — — — — (145,423 ) — — (145,423) Net loss — — — — — (3,608,097 ) — (3,608,097) Balance - August 31, 2021 226,589,735 $ 226,590 120,000 $ 120 $ 11,009,517 $ (6,578,978 ) $ (7,473 ) $ 4,649,776 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Cash Flows (Audited) Years Ended August 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,608,097 ) $ (1,523,071) Adjustments to reconcile net income (loss) to net cash from operating activities: Executive salaries and consulting fees paid in stock 568,627 169,768 Depreciation of fixed asset 53,048 52,446 Amortization of intangible asset 1,468,728 113,731 Impairment of intangible asset — 125,062 Loss/(gain) from change in fair value of derivatives (64,584 ) 64,584 Loss/(gain) from lease termination 3,251 — Loss/(gain) from warrant termination 12,343 — Loss/(gain) from warrant exercise 75,000 — Loss/(gain) prepaid convertible notes 232,797 — Non-cash interest for convertible notes 156,822 255,512 Non-cash note conversion fees 8,750 24,750 Non-cash dividend expense for preferred shares 25,835 — Non-cash lease expense 1,590 (230) Changes in operating assets and liabilities: Accounts receivable 137,700 (102,400) Receivable on asset disposal — 1,280,000 Interest receivable 26,240 (17,515) Related party receivable 86,142 (52,588) Other receivable (644,785 ) — Prepaid expenses (2,542 ) 10,946 Rent security & electricity deposit 1,920 (3,400) Purchase of movie and TV series broadcast right and copyright (4,312,053 ) (1,742,080) Accounts payable and accrued liabilities (241,192 ) 248,314 Related party payable 927,930 — Due to / from shareholders 1,871 (1,561) Tax payable (56,750 ) (7,814) Other payable 243 (157,824) Net cash used in operating activities (5,141,166 ) (1,263,370) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds collected from note receivable — 1,047,040 Purchase of furniture and equipment (5,000 ) — Net cash provided by /(used in) investing activities (5,000 ) 1,047,040 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of convertible notes 233,017 592,641 Proceeds from common stock issuances 2,220,812 514,000 Proceeds from preferred share B issuances 320,000 — Proceeds from preferred share C issuances 243,500 — Proceeds from preferred share D issuances 723,000 — Payments for warrant termination (95,000 ) — Prepayments of convertible notes (821,970 ) — Net cash provided by financing activities 2,823,359 1,106,641 Net increase (decrease) in cash and cash equivalents (2,322,808 ) 890,311 Cash and cash equivalents – beginning of the year 2,455,061 1,564,750 Cash and cash equivalents – end of the year 132,253 2,455,061 Supplemental Cash Flow Disclosures Cash paid for interest — — Cash paid for income taxes — — Non-Cash Investing and Financing Activities: Cashless warrant exercises $ 137,766 $ (43,247) Issuance of warrants in conjunction with convertible notes $ — $ 145,423 Convertible notes converted to common shares $ (183,752 ) $ (309,894) Additions to ROU assets from operating lease liabilities $ 27,421 $ 228,510 Common shares returned due to officer resignations $ (391,667 ) $ (228,222) Preferred shares series C dividend paid in shares $ 16,802 $ — Preferred shares series D dividend paid in shares $ 7,200 $ — Preferred shares and dividend shares converted into common shares $ 990,502 $ — The accompanying notes are an integral part of these consolidated financial statements. AB INTERNATIONAL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended August 31, 2021 and August 31, 2020 (Audited) | NOTE 17 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2021 to the date these financial statements were issued. Covid-19 impact: 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 all 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. Subsequent cash receipt for Put share issuance: On September 4, 2021, the Company received the subscription receivable from Peak One Opportunity Fund LP for issuing 3,000,000 Put shares at $0.0344 per share on August 16, 2021. Issue of Series C Preferred Stock: On September 3, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor Geneva Roth Remark Holdings, Inc. (the “Investor”), whereby Investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $203,500 (the “Purchase Price”). The closing occurred on September 3, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $184,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. On October 21, under another Purchase Agreement with the Investor, whereby Investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $85,450 (the “Purchase Price”). The closing occurred on October 22, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $75,390. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Issue of Series D Preferred Stock: For the Securities Purchase Agreement dated March 10, 2021 entered between the Company and the accredited investor GHS Investments, LLC (the “Investor”), the Company will issue up to 5,075 shares of Series D Convertible Preferred Stock of the Company (the “Series D Preferred Stock”) to GHS Investments, LLC with a purchase price of $1,000 per share. On September 6, 2021 and October 5, 2021, the Company issued 73 and 37 shares of series D preferred stock to the investor, respectively. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $67,160 and $34,040, respectively. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Open a Movie Theater in New York City: In October 2021, the Company entered into a five- year lease with Martabano Realty Corp (hereinafter referred to as "Landlord") for the "The Mt. Kisco Theatre” located at 144 Main Street, Mount Kisco, New York. The property under the lease consists of approximately 8,375 squares to be used and occupied by the Company as a movie theater. The fixed minimum annual base rent for each year of the five-year lease term is $83,750, $83,750, $159,125, $163,899, and $168,816. NFT Film and Music Market (NFT MMM) Development and Maintenance Contract: The Company has entered into a contract with STAREASTnet to develop a decentralized application based on the NFT (Non-Fungible Token) for a movie and music marketplace with the option to buy physical, digital download or both, in one place. The digital copyrights of movies and music are generalized through NFTs, whose smart contracts facilitate the verifications of digital copyrights saved on the blockchain. The Company will hold 100% stake of STAREASTnet NFT Movies and Music Marketplace (NFT MMM). Officer Resignation: Brandy Gao resigned as Chief Financial Officer of the Company since the term of her contract with the Company ended on December 31, 2021. Cancellation of Acquiring a Movie Copyright: The Company acquired a movie copyright of “Too Simple” from Guang Dong Honor Pictures Ltd in July 2021 at a price of $1,271,680, which was to be paid in installments. As of August 31, 2021, $644,785 was paid and recorded in long-term prepayment. On December 31, 2021, the Company entered into a termination contract with Guang Dong Honor Pictures Ltd to cancel the purchase of this movie copyright and will receive a full refund before May 31, 2022. Therefore, the Company has reclassified $644,785 from long-term prepayment to other receivable on the balance sheet. Change in Outstanding Common Shares: As of December 31, 2021, the Company had 237,297,700 shares of common stock outstanding. The approximate 10.7 million increase from 226,589,735 shares outstanding at August 31, 2021 is primarily attributed to 7.3 million Put shares issued to Peak One Opportunity Fund LP and 3.2 million common shares converted from preferred shares series D. AB INTERNATIONAL GROUP CORP. 250,000,000 Shares of Common Stock PROSPECTUS August 3, 2022 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution The following table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee. SEC Registration Fee $ 125.15 Legal Fees and Expenses $ 10,000 Accounting Fees and Expenses $ 10,000 Miscellaneous $ 0 Total $ 20,125.15 Item 14. Indemnification of Directors and Officers The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. The limitation of liability and indemnification provisions under the Nevada Revise Statutes and our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Item 15. Recent Sales of Unregistered Securities The sales and issuances of the securities described below were made pursuant to the exemptions from registration contained in to Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision. Except as described in this prospectus, none of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. Common shares • The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share and 4,000,000 shares of common stock for cash at $0.0715 per share. • The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 9 of the consolidated financial statements for the year ended August 31, 2021 for further details. • The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 10 of the consolidated financial statements for the year ended August 31, 2021 for further details. • 261,111 shares of common stock returned to the Company due to officer resignations. • The Company issued 31,646,633 shares of put shares for cash at $0.015312, $0.014256, $ 0.01452, $0.077528, $0.09856, $0.11, $0.0715, $0.0563, $0.0528, $0.04875, $0.05764, and $0.0344 per share. • As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer. • The Company issued 24,528,637 of common shares from preferred shares series C & D conversion. • The Company issued 17,700,000 shares of stock for consulting services. • The Company issued 5,500,000 shares of put shares for cash at $0.02288 and $0.02719 per share • The Company issued 3,146,854 of common shares from preferred shares series D conversions • The Company issued 1,800,000 shares of common stock for cash at $0.01548 per share and 3,000,000 shares of common stock for cash at $0.01716 per share and 2,300,000 shares of common stock for cash at $0.01729 per share and 2,300,000 shares of common stock for cash at $0.01100 per share. • As stock-based compensation the Company issued 5,000,000 shares to the Chief Investment Offer and 10,000,000 shares to the Chief Executive Officer. • The Company issued 5,521,473 of common shares from preferred shares series D conversions • The Company issued 30,000,000 shares of stock for consulting services. • On April 7, 2022, the Company issued 2,841,389 shares of common stock to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • From June 13, 2022 to July 7, 2022, the Company issued 33,986,292 common shares for the conversion of Series C preferred stock. Preferred shares The Company authorized 10,000,000 shares of preferred shares with a par value $0.001. During the year ended August 31, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001, and 20,000 shares of Series B Preferred shares at $16 per share, 280,025 shares of Series C Preferred shares and its dividend shares were converted to 7,140,360 common shares in August, 2021, and 798 shares of Series D Preferred shares were converted to 17,388,277 common shares in August, 2021. Based upon the Series C Preferred Share purchase agreement, each share of Series C Preferred Stock carries an annual dividend in the amount of 12.0% of the Stated Value (the “Dividend Rate”). Which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to 22.0%. As of August 31, 2021, the Company has dividend expense of $16,801 and dividend payable of $0 on Series C Preferred Shares. Based upon the Series D Preferred Share purchase agreement, each share of Series D Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 8.0% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). As of August 31, 2021, the Company has dividend expense of $9,034 and dividend payable of $1,834 on Series D Preferred Shares and included in the accrued liabilities in the balance sheet. On September 3, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $203,500. On October 21, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $85,450. On December 9, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 34 shares of Series D Convertible Preferred Stock of the Company for a purchase price of $34,000. On January 27, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 89,490 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $78,050. On June 1, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 147,775 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $128,500. The closing occurred on June 16, 2022. Item 16. Exhibits and Financial Statement Schedules Incorporated by Filed or Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Articles of Incorporation S-1 3.1 10/10/14 3.2 Bylaws S-1 3.2 10/10/14 3.3 Certificate of Amendment 8-K 3.1 6/7/18 3.4 Certificate of Change 8-K 3.1 6/18/19 4.1 Convertible Promissory Note 8-K 4.1 11/21/19 4.2 Convertible Debenture 8-K 4.1 12/18/19 . 4.3 Common Stock Purchase Warrant 8-K 4.2 12/18/19 4.4 Convertible Promissory Note 8-K 4.1 1/10/20 4.5 Convertible Promissory Note 8-K 4.2 1/10/20 4.6 10% Convertible Note 8-K 4.1 2/21/20 4.7 10% Convertible Note 8-K 4.2 2/21/20 4.8 Convertible Promissory Note 8-K 4.1 3/18/20 4.9 Common Stock Purchase Warrant 8-K 10.1 3/18/20 4.10 10% Convertible Note 8-K 4.1 7/23/20 4.11 Convertible Promissory Note 8-K 4.1 7/28/20 4.12 Common Stock Purchase Warrant 8-K 4.1 8.3.20 4.13 Convertible Promissory Note 8-K 4.1 8/24/2020 4.14 Convertible Promissory Note 8-K 4.1 9/4/20 4.15 Convertible Promissory Note 8-K 4.2 9/4/20 4.16 Convertible Promissory Note 8-K 4.1 10/15/20 4.17 Common Stock Purchase Warrant 8-K 4.1 8/2/22 5.1 The Doney Law Firm Legal Opinion X 10.1 Patent License Agreement 8-K 10.1 6/6/17 10.2 Agreement for Termination and Release 8-K 10.1 11/1/18 10.3 Chief Marketing Officer Employment Agreement 8-K 10.1 2/11/19 10.4 Chief Operating Officer Employment Agreement 8-K 10.1 2/11/19 10.5 Securities Purchase Agreement 8-K 10.1 11/21/19 10.6 Securities Purchase Agreement 8-K 10.1 12/18/19 10.7 Securities Purchase Agreement 8-K 10.1 1/10/20 10.8 Securities Purchase Agreement 8-K 10.2 1/10/20 10.9 Securities Purchase Agreement 8-K 10.1 2/21/20 10.10 Securities Purchase Agreement 8-K 10.2 2/21/20 10.11 Securities Purchase Agreement 8-K 4.2 3/18/20 10.12 Securities Purchase Agreement 8-K 10.1 7/23/20 10.13 Securities Purchase Agreement 8-K 10.1 7/28/20 10.14 Equity Purchase Agreement 8-K 10.1 8/3/20 10.15 Registration Rights Agreement 8-K 10.2 8/3/20 10.16 Securities Purchase Agreement 8-K 10.1 8/24/20 10.17 Separation Agreement and Release with Jianli Deng, dated August 29, 2020 8-K 10.1 9/1/20 10.18 Separation Agreement and Release with Lijun Yu, dated August 29, 2020 8-K 10.2 9/1/20 10.19 Separation Agreement and Release with Linqing Ye, dated August 29, 2020 8-K 10.3 9/1/20 10.20 Securities Purchase Agreement 8-K 10.1 9/4/20 10.21 Securities Purchase Agreement 8-K 10.2 9/4/20 10.22 Securities Purchase Agreement 8-K 10.1 10/15/20 10.23 Securities Purchase Agreement 8-K 10.1 10/20/20 10.24 Termination and Release Agreement 8-K 10.1 11/25/20 10.25 Termination and Release Agreement 8-K 10.1 12/1/20 10.26 Series C Preferred Stock Purchase Agreement 8-K 10.1 1/29/21 10.27 Employment Agreement 8-K 10.1 2/24/21 10.28 Series C Preferred Stock Purchase Agreement 8-K 10.1 3/2/21 10.29 Series C Preferred Stock Purchase Agreement 8-K 10.1 11/3/21 10.30 Lease Agreement 8-K 10.1 11/2/21 10.31 Series C Preferred Stock Purchase Agreement 8-K 10.1 9/13/21 10.32 Series C Preferred Stock Purchase Agreement 8-K 10.1 1/28/22 10.33 Series C Preferred Stock Purchase Agreement 8-K 10.1 3/21/22 10.34 Amendment to Employment Agreement 8-K 10.1 5/24/22 10.35 Series C Preferred Stock Purchase Agreement 8-K 10.1 6/17/22 10.36 Series C Preferred Stock Purchase Agreement 8-K 10.1 8/1/22 10.36 Common Stock Purchase Agreement 8-K 10.1 8/2/22 23.1 Consent of Auditor X 23.2 Consent of Auditor X Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 2, 2022. DATE SIGNATURE TITLE August 3, 2022 /s/ Chiyuan Deng Chief Executive Officer Chiyuan Deng (Principal Executive Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Jianli Deng Chief Financial Officer and Director Jianli Deng (Principal Financial Officer and Principal Accounting Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated: DATE SIGNATURE TITLE August 3, 2022 /s/ Chiyuan Deng Chief Executive Officer Chiyuan Deng (Principal Executive Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Jianli Deng Chief Financial Officer and Director Jianli Deng (Principal Financial Officer and Principal Accounting Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Ho Fai Lam Director Ho Fai Lam |
NOTE 1 _ ORGANIZATION AND BUSIN
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements of AB International Group Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of August 31, 2021 derives from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2021. The unaudited consolidated financial statements as of and for the three and nine months ended May 31, 2022 and 2021, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended May 31, 2022 and 2021 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Foreign Currency Transactions 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. 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 due to their short-term nature. 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. 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 stockholders 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 and convertible preferred stock 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. The Company had preferred shares and had no convertible notes and warrants as of May 31, 2022. For the three months ended May 31, 2022 and 2021, and for the nine months ended May 31, 2022 and 2021, no potentially diluted shares were included in the diluted loss per share as they would be anti-dilutive. | 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 . The Company's fiscal year end is August 31. We are an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property. We are engaged to acquisition and distribution of movies. We have a patent license to a video synthesis and release system for mobile communications equipment, in which the technology is the subject of a utility model patent in the People’s Republic of China. We had launched a business application (Ai Bian Quan Qiu) through smartphones and official social media accounts based on WeChat platform in February 2019, utilizing Artificial Intelligence, it is a matching platform for performers, advertiser merchants, and owners for more efficient services. We generate revenues through an agency service fee from each matched performance. 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 a term of five years commencing on the June 1, 2017 (Effective Date) and subject to a right to renew for another five years. 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. The term of this sublicensing agreement was renewed and extended for another five years in October of 2019. Our License to the Technology generates revenue through sub-license monthly fees from a smartphone app on Android devices. This smartphone app was already existing and licensed at the time we acquired the Technology of video synthesis. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. 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 planned to generate revenue through sub-licensing fees for the operation of cryptocurrency ATMs. Through the foregoing the Company proposed 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 $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 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. The Company decided to impair 100% of the carrying amount of Ai Bian Quan Qiu platform and its Wechat official account. 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. Due to the quarantine and continuous control imposed by the state and local governments in areas affected by COVID-19, merchant advertising events were suspended. The Company decided to shut down the Ai Bian Quan Qiu platform and no revenue was generated after January 31, 2020. As a result, it 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 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 was from August 1, 2019 to July 31, 2020. This loan principal balance was paid off in full in July, 2020. All the interest income of $95,979 was received by August 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 was from September 4, 2019 to March 3, 2020. This loan balance was paid off in full on May 4 th $70,021 was received by November 13, 2020. On April 22, 2020, the Company announced the first phase development of its video streaming service. The online service will be marketed and distributed in the world under the brand name ABQQ.tv. The Company’s professional team are sourcing such dramas and films to provide video streaming service on the ABQQ.tv. The video streaming website www.ABQQ.tv was officially launched on December 29, 2020. As of August 31, 2021, the Company acquired 4 movie copyrights and 59 movie broadcast rights. The Company will continue marketing and promoting the ABQQ.tv website through GoogleAds and acquire additional broadcast rights for movies and TV series, and plan to charge subscription fees once the Company has obtained at least 200 broadcast rights of movie and TV series. |
NOTE 2 _ SUMMARY OF SIGNIFICANT
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2 – 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 accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s year-end is August 31. 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. All intercompany balances and transactions have been eliminated in consolidation. Going Concern Uncertainties The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2021, the Company had an accumulated deficit of approximately $6.6 million and a working capital deficit of $228,669. For the year ended August 31, 2021, the Company incurred a net loss of approximately $3.6 million and the net cash used in operations was $5,141,166 . Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern through August 31, 2022 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. 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 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 arises 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. Account Receivable Account receivable consisted of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amount receivable balances are recorded at the invoiced amount and do not bear interest. As the sublicensing agreement with Anyone Picture was terminated in January, 2021, there was no account receivable balance as of August 31, 2021. 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 was recorded by the Company during the years ended August 31, 2021 and August 31, 2020, and no write-offs for bad debt were recorded for the years ended August 31, 2021 and August 31, 2020. Prepaid Expenses Prepaid expenses primarily consist of prepayments of OTC market annual fee. The prepaid balances are amortized when the related expense is incurred. 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 the lower of cost or amortized cost or estimated fair value and amortized as follows: ● Movie copyrights and broadcast rights: straight-line method over the estimated life of the asset, which has been determined by management to be 2 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 assets are directly related to generation of revenues in the Company. Lease property under operating lease In February 2016, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve financial reporting about leasing transactions. This guidance required organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which included an option to not restate comparative periods in transition. Under this new guidance, a company applies the standard to leases in place as of the date of initial application, records a cumulative-effect adjustment to retained earnings as of the first day of the adoption year, and follows the new rules for all leases entered or modified going forward. The Company adopted this new standard on June 1, 2020 with no retrospective adjustments to prior comparative periods. In accordance with ASC 250-10-45-14, a change in accounting principle made in an interim period shall be reflected as if the entity had adopted the new principle on the first day of the adoption year, which is September 1, 2019 for the Company. As such, the adoption of ASC 842 lease accounting standard has resulted in $196,813 lease liabilities with corresponding $201,025 ROU assets net of amortization as of September 1, 2019 based on the present value of the remaining rental payments under current leasing standards for existing leases. The remaining balance of lease liabilities are presented within the current portion of lease liabilities and the non-current portion of lease liabilities on the Consolidated Balance Sheet. 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 the general and administrative expense. There was no impairment loss during the year ended August 31, 2021. For the year ended August 31, 2020, the impairment loss of intangible assets was $125,062 , including $48,000 for the intellectual assets acquired from KryptoKiosk Limited and $77,062 for the performance matching platform “Ai Bian Quan Qiu” and its WeChat official account. 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. 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. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. 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 due to their short-term nature. 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 are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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, 2021 and 2020, there were no unrecognized tax benefits. Please see Note 14 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. 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 Fidelis 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 and adjusted for anti-dilution clauses. The Company has prepaid all the remaining convertible notes and exercised all the warrants as of August 31, 2021. As such, 0 potentially diluted shares were from convertible notes and warrants as of August 31, 2021, whereas 6,614,769 potentially diluted shares were from convertible notes and 68,163,661 potentially diluted shares were from warrants as of August 31, 2020. As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 Recent Accounting Pronouncements 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. Effective September 1, 2019, the Company adopted 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 Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. 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 December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
NOTE 9 _ CONVERTIBLE NOTES
NOTE 9 – CONVERTIBLE NOTES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 9 – CONVERTIBLE NOTES | NOTE 9 – 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, 2021 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 expected volatilities, were subjective unobservable inputs. Liabilities measured at fair value on a recurring basis 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) Total Fair value at May 31, 2022 Derivative liabilities $ — $ — $ — $ — Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,320 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Increase from note issuances — Decrease from note prepayment ( 45,490 ) Fair value at May 31, 2021 $ — | NOTE 9 – 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 this 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. As of November 30, 2020, EMA Financial exercised 100% of the total warrant shares to acquire 45,851,221 common shares through cashless exercises. 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” or the “Holder”), 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. Peak One has converted all the convertible notes into 1,096,846 common shares by July 16 th The term of this convertible note is 1 year with the maturity date on December 9, 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. As of November 30, 2020, Peak One exercised 100% of the total warrant shares to acquire 3,720,326 common shares through cashless exercises. 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 first tranche closing on January 8 th $40,500 and the Holder shall pay $36,500 of the consideration (the “First Tranche”). Out of $36,500 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. As part of the second tranche closing on July 23 rd $50,000 and the Holder shall pay $47,500 of the consideration (the “Second Tranche”). Out of $47,500 consideration, the Company has received $42,987 cash from Crown Bridge with the remaining $4,513 spent as legal expense for note issuance and due diligence fees. The term of this 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, OTCPink, 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 each tranche 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 Capital Partners, LLC, (“Auctus” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with no original discount upon issuance. 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 this 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 OTCPink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCPink 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 with no original discount upon issuance. 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 this 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 with no original discount upon issuance. 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 this 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 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 this 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. On July 17, 2020, 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 $50,000 , and upon issuance, carries a prorated original issue discount of up to $2,500 (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 $50,000 and the Holder shall pay $47,500 of the consideration. Out of $47,500 consideration, the Company has received $42,987 cash from EMA Financial with the remaining $4,513 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 July 17, 2021 . 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On July 24, 2020, the Company closed a private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $130,000 with no original discount upon issuance. As part of initial closing the outstanding principal amount shall be $130,000 and the Holder shall pay $130,000 of the consideration (the “First Tranche”). Out of $130,000 consideration, the Company has received $116,079 cash from Power up with the remaining $13,921 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on July 24, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On August 18, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $63,000 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $63,000 and the Holder shall pay $63,000 of the consideration (the “Second Tranche”). Out of $63,000 consideration, the Company has received $54,939 cash from Power up with the remaining $8,061 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on August 18, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with Jefferson Street Capital LLC, (“Jefferson Street Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $82,500 with $7,500 discount upon issuance. As part of closing the outstanding principal amount shall be $82,500 and the Holder shall pay $75,000 of the consideration. Out of $75,000 consideration, the Company has received $68,949 cash from Jefferson Street Capital with the remaining $6,051 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on September 1, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On September 1, 2020, the Company closed another private financing with FirstFire Global Opportunities Fund, LLC, (“FirstFire Global” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $75,000 with $3,750 discount upon issuance. As part of closing the outstanding principal amount shall be $75,000 and the Holder shall pay $71,250 of the consideration. Out of $71,250 consideration, the Company has received $61,498 cash from FirstFire Global with the remaining $9,752 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 9 months with the maturity date on June 1, 2021 . 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date . On October 8, 2020, the Company closed another private financing with Power Up Lending Group Ltd., (“Power up” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $55,000 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $55,000 and the Holder shall pay $55,000 of the consideration. Out of $55,000 consideration, the Company has received $47,579 cash from Power up with the remaining $7,421 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on October 8, 2021 . The interest rate of 10.0% per annum. Upon an event of default, the interest rate will be equal to the 22.0% 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. On October 9, 2020, the Company closed another private financing with East Capital Investment Corp., (“East Capital” or the “Holder”) by issuing a convertible note (the “Note”). The Note has an original principal amount of $62,700 with no original discount upon issuance. As part of closing the outstanding principal amount shall be $62,700 and the Holder shall pay $62,700 of the consideration. Out of $62,700 consideration, the Company has received $54,992 cash from Power up with the remaining $7,708 spent as legal expense for note issuance and due diligence fees. The term of this convertible note is 1 year with the maturity date on October 9, 2021 . The interest rate of 10.0% per annum. 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. The below table summarizes all the convertible notes issued during the year ended August 31, 2020. Counterparties Issuance date Maturity date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) EMA Financial November 18, 2019 August 18, 2020 $ 75,000 $ 68,500 $ 6,500 $ 3,763 $ 64,737 Peak One Opportunity December 9, 2019 December 9, 2022 $ 85,000 $ 76,500 $ 8,500 $ 11,188 $ 65,312 Crown Bridge (Tranche I) January 8, 2020 January 8, 2021 $ 40,500 $ 36,500 $ 4,000 $ 1,508 $ 34,992 Auctus Fund Note December 31, 2019 September 30, 2020 $ 75,000 $ 75,000 $ - $ 15,658 $ 59,342 East Capital February 13, 2020 February 13, 2021 $ 50,000 $ 50,000 $ - $ 6,508 $ 43,492 Fidelis Capital February 19, 2020 February 19, 2021 $ 50,000 $ 50,000 $ - $ 6,513 $ 43,487 Armada Partners March 12, 2020 March 12, 2021 $ 38,500 $ 35,000 $ 3,500 $ 2,008 $ 32,992 EMA Financial July 17, 2020 July 17, 2021 $ 50,000 $ 47,500 $ 2,500 $ 4,513 $ 42,987 Crown Bridge (Tranche II) July 23, 2020 July 23, 2021 $ 40,500 $ 36,500 $ 4,000 $ 2,208 $ 34,292 Power Up Lending (Tranche I) July 24, 2020 July 24, 2021 $ 130,000 $ 130,000 $ - $ 13,921 $ 116,079 Power Up Lending (Tranche II) August 18, 2020 August 18, 2021 $ 63,000 $ 63,000 $ - $ 8,061 $ 54,939 $ 697,500 $ 668,500 $ 29,000 $ 75,849 $ 592,651 The below table summarizes all the convertible notes issued during the year ended August 31, 2021. Counterparties Issuance date Maturity Date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) Jefferson Street Capital September 1,2020 September 1, 2021 82,500 75,000 7,500 6,051 68,949 FirstFire Global September 1,2020 June 1, 2021 75,000 71,250 3,750 9,752 61,498 Power Up Lending October 8, 2020 October 8, 2021 55,000 55,000 - 7,421 47,579 East Capital October 9, 2020 October 9, 2021 62,700 62,700 - 7,708 54,992 $ 275,200 $ 263,950 $ 11,250 $ 30,932 $ 233,018 The following table summarizes the convertible note and derivative liability in the balance sheet at August 31, 2021: Balance, August 31, 2020 $ 438,921 Issuance of Convertible Note Principal $ 275,200 Issuance of MFN Principal $ 15,000 Discount on Note issuance, net of amortization $ 75,075 Accrued interest expense $ 24,562 Converted Note Principal $ ( 166,464 ) Converted accrued and unpaid interest $ ( 8,538 ) Prepayment of Note Principal $ ( 559,782 ) Paid interest expense $ ( 29,390 ) Change in fair value of Derivative liability $ ( 64,584 ) Balance, August 31, 2021 $ — The Company valued its derivatives liability using Monte Carlo simulation. Assumptions used as of August 31, 2021 include (1) risk-free interest rates of 0.06% , (2) expected equity volatility of 66.25% - 66.3% , (3) zero dividends, (4) discount for lack of marketability of 30% (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 date of August 31, 2021. The Company recognizes gain due to convertible feature of $64,584 in the income statement for the year ended August 31, 2021. The Company prepaid nine convertible notes during the year ended August 31, 2021 as below: Convertible Notes Beginning Principal after Note Conversion Total Interest Accrued Paid Date Paid Principal Paid Interest Principal balance Outstanding Payment amount Loss from prepaid convertible note Crown Bridge (Tranche I) 1,082 2,641 12/9/20 ( 1,082 ) ( 2,641 ) - - - Crown Bridge (Tranche II) 40,500 1,545 12/9/20 ( 40,500 ) ( 1,545 ) - 72,500 1 ( 26,732 ) 1 EMA Financial 50,000 1,990 12/9/20 ( 50,000 ) ( 1,990 ) - 72,800 ( 20,810 ) Power Up Lending 130,000 6,491 1/22/21 ( 130,000 ) ( 6,491 ) - 190,925 ( 54,434 ) Power Up Lending 63,000 3,042 2/10/21 ( 63,000 ) ( 3,042 ) - 92,380 ( 26,338 ) East Capital 62,700 3,114 4/7/21 ( 62,700 ) ( 3,114 ) - 87,467 ( 21,652 ) Power Up Lending 55,000 2,746 4/7/21 ( 55,000 ) ( 2,746 ) - 80,797 ( 23,051 ) Jefferson Street 82,500 4,097 3/1/21 ( 82,500 ) ( 4,097 ) - 116,975 ( 30,378 ) FirstFire Global 75,000 3,724 3/1/21 ( 75,000 ) ( 3,724 ) - 108,125 ( 29,401 ) Total 559,782 29,390 - ( 559,782 ) ( 29,390 ) - 821,969 ( 232,796 ) 1. The Holders converted convertible notes to common shares during the year ended August 31, 2021 as below: EMA Financial: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 *On September 29, 2020, $6,007 of the Auctus Capital convertible note was converted to 17,107 shares of common stock at a conversion price $0.0048 , 60% of the lowest trading price in the 20 days prior to the conversion dates. Additional most-favored-nation (MFN) principal of $15,000 was triggered when the conversion price is lower than $0.1 . The remaining Auctus Capital convertible note principal balance was $0 , including $15,000 MFN principal East Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 26,600 13,300 250 — 13,550 — 13,300 $ 0.01020 1,328,431 September 25, 2020 13,300 13,300 129 — 13,429 — — $ 0.00960 1,398,854 Total 26,600 379 — 26,979 — 2,727,285 Fidelis Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 41,000 25,671 — — 25,671 — 15,329 $ 0.01218 2,107,648 September 9, 2020 15,329 15,329 2,605 — 17,934 — — $ 0.01020 1,758,257 Total 41,000 2,605 — 43,605 — 3,865,905 Armada Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 25, 2020 25,500 13,000 213 — 13,213 500 12,500 $ 0.01020 1,344,363 October 6, 2020 12,500 12,500 38 — 12,538 500 — $ 0.00960 1,358,145 Total 25,500 251 — 25,751 1,000 2,702,508 Crown Bridge (Tranche I): Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 20,867 6,400 — — 6,400 1,250 14,467 $ 0.00765 1,000,000 September 22, 2020 14,467 5,635 — — 5,635 1,250 8,832 $ 0.00765 900,000 October 1, 2020 8,832 7,750 — — 7,750 1,250 1,082 $ 0.00720 1,250,000 Total 19,785 — 19,785 3,750 3,150,000 In summary, the Company has either converted or prepaid all the outstanding convertible notes as of August 31, 2021. The below table lists conversions and prepayments during each quarter in FY2021. Sr. No. Note Total convertible note issued Total principal converted as of 08/31/2020 Total principal converted as of 11/30/2020 Total principal paid off as of 2/28/2021 Total principal paid off as of 8/31/2021 Principal balance Outstanding as of 8/31/2021 1 EMA Financial 90,000 ( 84,716 ) ( 5,285 ) - - - 2 Peak One Opportunity 85,000 ( 85,000 ) - - - - 3 Auctus Fund Note 90,000 ( 41,705 ) ( 48,295 ) - - - 4 Crown Bridge (Tranche I) 40,500 ( 19,633 ) ( 19,785 ) ( 1,082 ) - - 5 East Capital 50,000 ( 23,400 ) ( 26,600 ) - - - 6 Fidelis Capital 50,000 ( 9,000 ) ( 41,000 ) - - - 7 Armada Partners 38,500 ( 13,000 ) ( 25,500 ) - 8 Crown Bridge (Tranche II) 40,500 - ( 40,500 ) - - 9 EMA Financial (Issue Date: 7.17.2020) 50,000 - - ( 50,000 ) - - 10 Power Up Lending (Issue Date: 07.24.2020) 130,000 - - ( 130,000 ) - 11 Power Up Lending (Issue Date: 08.18.2020) 63,000 - - ( 63,000 ) - - 12 East Capital (Issue Date: 10.09.2020) 62,700 - - - ( 62,700 ) - 13 Power Up Lending (Issue Date: 10.08.2020) 55,000 - - - ( 55,000 ) - 14 Jefferson Street (Issue Date: 09.01.2020) 82,500 - - - ( 82,500 ) - 15 FirstFire Global (Issue Date: 09.01.2020) 75,000 - - - ( 75,000 ) - Total 1,002,700 ( 276,454 ) ( 166,464 ) ( 284,582 ) ( 275,200 ) - |
NOTE 10 _ WARRANTS
NOTE 10 – WARRANTS | 12 Months Ended |
Aug. 31, 2021 | |
Note 10 Warrants | |
NOTE 10 – WARRANTS | NOTE 10 – WARRANTS On December 9, 2019, January 8, 2020, January 17, 2020, March 12, 2020, and July 23, 2020 the Company issued warrants to EMA Financial, Peak One Opportunity, Crown Bridge, and Armada Partners in conjunction with their convertible notes (see Note 9). Classified as equity, these detachable warrants issued in a bundled transaction with convertible notes are accounted for separately as additional paid-in capital for the portion of the proceeds allocated to them. The allocation of the sales proceeds between the base instrument of convertible notes and the warrants are allocated based on the relative fair values of the base instrument of convertible notes and the warrants following the guidance in ASC 470-20-25-2. On July 30, 2020, the Company issued $750,000 warrant shares to Peak One Opportunity in connection with the Equity Purchase Agreement, which is the “Financing Agreement” signed on July 30, 2020 to sell to Peak One up to $10,000,000 worth of the Company’s common stock over the period ending twenty-four ( 24 ) months after the date the Registration Statement. The fair value of the stock warrants granted to EMA Financial was estimated at $106,540 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12 per share, average risk-free interest rate of 0.89% , expected dividend yield of 0 , remaining contractual life of 4.89 years, and an average expected volatility of 58.11% . The fair value of the stock warrants granted to Peak One was estimated at $39,515 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $10 per share, average risk-free interest rate of 0.89% , expected dividend yield of 0 , remaining contractual life of 4.78 years, and an average expected volatility of 57.51% . The fair value of the stock warrants granted to Crown Bridge (Tranche I) was estimated at $17,443 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12.5 per share, average risk-free interest rate of 0.89% , expected dividend yield of 0 , remaining contractual life of 4.86 years, and an average expected volatility of 57.97% . The fair value of the stock warrants granted to Armada was estimated at $12,341 on the date granted using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $12.5 per share, average risk-free interest rate of 0.29% , expected dividend yield of 0 , remaining contractual life of 4.78 years, and an average expected volatility of 61.54% . The fair value of the stock warrants granted to Crown Bridge (Tranche II), issued on July 23, 2020 was estimated at $126,112 on August 31, 2020 using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $0.00905 per share, average risk-free interest rate of 0.28% , expected dividend yield of 0 , remaining contractual life of 4.90 years, and an average expected volatility of 55.33% . The fair value of the stock warrants granted to Peak One, a standalone warrant issued on July 30, 2020 was estimated at $45,722 on August 31, 2020 using the Black-Scholes pricing model, with the following assumption used for the valuation: exercise price of $0.1 per share, average risk-free interest rate of 0.27% , expected dividend yield of 0 , remaining contractual life of 4.92 years, and an average expected volatility of 55.29% . As of August 31, 2021, the Company exercised the following warrant shares to acquire common shares via cashless exercises as below: Peak One warrant issued on December 9, 2019: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Mkt Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment July 20, 2020 $100,000 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 21, 2020 $92,489 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 23, 2020 $84,979 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 29, 2020 $77,468 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 4, 2020 $69,957 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 11, 2020 $62,446 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 21, 2020 $47,425 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 25, 2020 $32,403 $ 0.0205 $ 21.00 500,489 500,000 $10,260 August 31, 2020 $22,143 $ 0.0205 $ 21.00 500,489 500,000 $10,260 September 9, 2020 $11,883 $ 0.0205 $ 21.00 470,786 470,326 $9,651 Total 3,724,984 3,720,326 $ 97,768 Peak One warrant issued on July 30, 2020 Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment October 8, 2020 $75,000 0.01672 $10.00 750,000 748,746 $12,540 December 21, 2020 $62,460 0.00609 $0.068 2,564,039 2,344,407 $15,615 December 28, 2020 $46,845 0.00609 $0.068 2,564,039 2,344,407 $15,615 January 6, 2021 $31,230 0.00609 $0.068 5,128,079 4,668,814 $31,230 Total 11,006,157 10,086,374 $75,000 EMA Financial warrant issued on January 17, 2020: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment September 8, 2020 $375,000 0.00812 $17.00 2,400,002 2,398,856 $19,488 September 14, 2020 $355,512 0.00812 $17.00 2,950,000 2,948,951 $23,954 September 22, 2020 $331,558 0.00812 $10.00 3,400,000 3,397,239 $27,608 September 25, 2020 $303,950 0.00812 $10.00 3,600,000 3,597,077 $29,232 October 1, 2020 $274,718 0.00812 $10.00 4,150,000 4,146,630 $33,698 October 12, 2020 $241,020 0.00812 $6.50 4,600,000 4,594,254 $37,352 October 19, 2020 $203,668 0.00812 $6.50 4,800,000 4,794,004 $38,976 October 29, 2020 $164,692 0.00812 $2.02 5,200,000 5,179,097 $42,224 November 5, 2020 $122,468 0.00812 $0.60 5,500,000 5,425,567 $44,660 November 11, 2020 $77,808 0.00812 $0.43 5,700,000 5,592,363 $46,284 November 20, 2020 $31,524 0.00812 $0.30 3,882,264 3,777,184 $31,524 Total 46,182,266 45,851,222 $375,000 If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the formula of X = Y (A-B)/A, where X, Y, A, B are as below. X = the number of Warrant Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). The exercise prices for all the warrants are subject to anti-dilution adjustments. If the Company issues common stocks under a purchase agreement, issue options, or convert notes to common stocks at a lower price than the warrant exercise prices while the warrants are still outstanding, such lower price is the base price that the warrant exercise price can be reduced to. As such, the Holder will receive additional warrant shares to keep the same warrant value as the original issuance before the exercise price is adjusted down. A summary of the status of the Company’s warrants as of August 31, 2021 is presented below. The number of shares is adjusted in accordance with the anti-dilution adjustment and equals the original number of warrant shares times the original exercise prices divided by based prices. Base price is either the note conversion price or the share issuance price used by the Company while the warrants are outstanding. Number of warrants Original shares issued Anti-dilution Adjusted Warrants as of August 31, 2020 793,920 68,163,661 Warrants granted — — Exercised, forfeited or expired ( 793,920 ) ( 68,163,661) Outstanding as of August 31, 2021 — — Exercisable as of August 31, 2021 — — (1). Exercise price is reduced to the latest base price. Base price is either the note conversion price or the share issuance price, which the Company used while the warrants were outstanding. (2). The number of shares is adjusted in accordance with the anti-dilution clause per the warrant agreement and equals the original number of warrant shares times the original exercise prices divided by base price. |
NOTE 11 _ FAIR VALUE MEASUREMEN
NOTE 11 – FAIR VALUE MEASUREMENTS | 12 Months Ended |
Aug. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
NOTE 11 – FAIR VALUE MEASUREMENTS | NOTE 11 – 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 August 31, 2021 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 expected volatilities, were subjective unobservable inputs. Liabilities measured at fair value on a recurring basis as of August 31, 2021 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) Total Fair value at August 31, 2021 Derivative liabilities $ — $ — $ — $ — Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,321 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Decrease from note prepayment (45,490) Fair value at August 31, 2021 — |
NOTE 12_ RELATED PARTY TRANSACT
NOTE 12– RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Related Party Transactions [Abstract] | ||
NOTE 12– RELATED PARTY TRANSACTIONS | NOTE 10– 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 stockholders. 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. As of May 31, 2022 and August 31, 2021, the Company had due to stockholders of $25,088 and $2,347 , respectively. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January 2020. For the three and nine months ended May 31, 2022 and 2021, the Company didn’t recognize any revenue from this performance matching platform, respectively. The balance of related party receivable from Youall Perform Services Ltd was $0 and $1,439 as of May 31, 2022 and August 31, 2021, respectively. In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) 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. 2) 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. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 long-term prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a website maintenance contract over the next two years. The major website of this Company is ABQQ.tv for video streaming. The contract amount remains to be $128,000 , out of which $108,800 was previously paid and $19,200 will be due on the twenty first month after the launch of the website www.abqq.tv. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The Company will pay Youall Perform Services Ltd the remaining balance of $19,200 in September, 2022. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”) 100% owned by the Chief Executive Officer Chiyuan Deng. The agreement is for a term of 5 years commencing on the effective date on June 1, 2017 and may be renewed at the Company’s written election conveyed to Licensor before the end of the term for a further term of five years. 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, 2022 and 2021 were $0 and $30,720 , respectively, during the three months ended May 31, 2022 and 2021 were $0 and $15,360 , respectively. In January 2021, the Company’s sublicensing agreement to generate royalty revenues was terminated with Anyone Picture. As such, there has been no royalty expenses since the end of December 2020 given there has been no sublicensing royalty revenue generated from the patent. The Company rented an office from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng (See Note 14). On December 1, 2020, the Company entered an agreement with Zestv Studios Limited to grant Zestv Studios Limited the distribution right for the movie “Love over the world” and charge Zestv Studios Limited movie royalties. The Company’s royalty revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although Zestv Studios Limited has paid royalty revenue to the Company, Zestv Studios Limited failed to collect cash from Hua Xia. The Company will refund Zestv Studios Limited the movie royalties. As of May 31, 2022 and August 31, 2021, the Company had refund of movie royalties revenue net of movie distribution commission fee payable to Zestv Studios Limited of $763,770 and $933,434 , respectively. During the three months ended May 31, 2022, Zestv Studios Limited also loaned total of $285,571 to the Company as the working capital. The loan is non-interest bearing and due on demand. As of May 31, 2022 and August 31, 2021, the Company had total related party payable to Zestv Studios Limited of $1,049,341 and $933,434 , respectively. On September 11, 2020, the Company entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, the Company amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock issued to Mr. Deng, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock at par value $0.001 .. Mr. Deng returned 261,111 shares common stock to the Company received under his initial employment agreement. During the nine months ended May 31, 2022 and 2021, the Company paid CEO and CFO total salary of $342,167 and $258,837 , respectively. During the three months ended May 31, 2022 and 2021, the Company paid CEO and CFO total salary of $51,250 and $74,500 , respectively. | NOTE 12– 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. As of August 31, 2021 and August 31, 2020, there are no such related party transactions. Youall Perform Services Ltd, owned by the son of the Company’s Chief Executive Offer and the Company’s former Secretary and Treasurer Jianli Deng, collects revenue from the performance matching platform “Ai Bian Quan Qiu” via a Wechat official account on behalf of the Company. Due to the COVID-19 impact, the Company ceased operation of the “Ai Bian Quan Qiu” platform in January, 2020. For the years ended August 31, 2021 and 2020, the Company recognized revenue of $0 and $141,143 from this performance matching platform, respectively. The balance of related party receivable from Youall Perform Services Ltd was $1,439 and $87,581 as of August 31, 2021 and 2020, respectively. In September 2019, the Company entered into an agreement with Youall Perform Services Ltd for two transactions. 1) 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. 2) 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. As there has been no revenue from the “Ai Bian Quan Qiu” platform due to COVID-19 since mid-January, 2020, $108,800 long-term prepayment was expensed as research and development expense in FY2020. In July 2020, the Company changed the service scope of this agreement and turned it into a website maintenance contract over the next two years. The major website of this Company is ABQQ.tv for video streaming. The contract amount remains to be $128,000 , out of which $108,800 was previously paid and $19,200 will be due on the twenty first month after the launch of the website www.abqq.tv. The website maintenance service began on January 1, 2021 and will end on December 31, 2022. The Company will pay Youall Perform Services Ltd the remaining balance of $19,200 in September, 2022. The Company has entered into a patent license agreement with a related party Guangzhou Shengshituhua Film and Television Company Limited (“Licensor”) 100% owned by the Chief Executive Officer Chiyuan Deng. 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 years ended August 31, 2021 and August 31, 2020 are $25,600 and $61,440 , respectively. In January, 2021, the Company’s sublicensing agreement to generate royalty revenues was terminated with Anyone Picture. As such, there has been no royalty expenses since the end of December, 2020 given there has been no sublicensing royalty revenue generated from the patent. Once the Company finds another company to sublicense the patent, it will generate royalty revenue and pay royalty expense again. The Company rented an office from ZESTV STUDIOS LIMITED, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng. On December 1, 2020, the Company entered an agreement with ZESTV STUDIOS LIMITED to grant ZESTV STUIDIOS LIMITED the distribution right for the movie “Love over the world” and charge ZESTV STUIDIOS LIMITED movie royalties. The Company’s royalties revenue is stipulated to equal 43% of the after-tax movie box office revenue deducting movie issuance costs. The movie box office revenue is tracked by a movie distributor Huaxia Film Distribution Co. Ltd (hereafter “Hua Xia”) in China as it connects with all movie theaters in China and can track the total movie box office revenue online in real time. Although ZESTV STUDIOS LIMITED has paid royalties revenue to the Company, ZESTV STUDIOS LIMITED failed to collect cash from Hua Xia. The Company will refund ZESTV STUDIOS LIMITED the movie royalties. As of August 31, 2021, the Company incurred related party payable of $16,512 for the office rent and $916,922 of refund for the movie royalties revenue net of the movie distribution commission fee to ZESTV STUDIOS LIMITED. On August 29, 2020, the Company entered into a Separation Agreement and Release with each of Jianli Deng, Lijun Yu and Linqing Ye. Pursuant to the agreements, Mr. Deng resigned as Secretary and Treasurer, Ms. Yu resigned as Chief Marketing Officer and Mr. Ye resigned as Chief Operating Officer. Mr. Deng will remain on as a member of our board of directors. The Separation and Release Agreement cancelled the employment agreements for each of Messrs. Deng, Yu and Ye, and provided them each an indebtedness payment within five (5) business days of the agreements. Mr. Deng will receive $110,000 , Ms. Yu will receive $110,000 and Mr. Ye will receive $120,000 . We received a release of all claims from these prior officers. In addition, Mr. Deng, Ms. Yu, and Mr. Ye agreed to return to the Company their unvested restricted shares of 130,556 , 147,222 , and 147,222 , respectively. On September 11, 2020, we entered into an amended employment agreement with Chiyuan Deng, our Chief Executive Officer. Pursuant the amended agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock at par value $0.001 . During the year ended August 31, 2021, the Company paid the Chief Executive Officer $180,000 salary, $50,000 bonus in cash, and $30,100 stock-based compensation. $25,000 salary was paid in cash to Chief Financial Officer. In addition, the Company hired Chief Investment Officer on February 22, 2021. $55,685 cash salary and $7,527 stock-based compensation were paid to Chief Investment Officer for the year ended August 31, 2021. During the year ended August 31, 2020, $169,768 was paid to five executives in the form of stock-based compensation and $15,000 cash salary was paid to the Chief Financial Officer. |
NOTE 13 _ STOCKHOLDERS_ EQUITY
NOTE 13 – STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Equity [Abstract] | ||
NOTE 13 – STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The Company has the following equity activities during the nine months ended May 31, 2022: Common shares • The Company issued 2,500,000 and 3,000,000 shares of put shares to Peak One for cash at $0.02288 , and $0.02719 , respectively, per share during Q1 2022. • The Company issued 3,146,854 of common shares to GHS Investments, LLC, from preferred shares series D conversion during Q1 2022. • The Company issued 1,800,000 shares of common stock for cash at $0.01548 per share, and 3,000,000 shares of common stock for cash at $0.01716 per share, and 2,300,000 shares of common stock for cash at $0.01729 per share, and 2,300,000 shares of common stock for cash at $0.0110 per share to Peak One during Q2 2022. • As stock-based compensation for annual bonus for calendar year of 2021, the Company issued 5,000,000 shares restricted common stock to the Chief Investment Officer and 10,000,000 shares restricted common stock to the Chief Executive Officer all at market price $0.0138 per share Q2 2022. • The Company issued 5,521,473 of common shares to GHS Investments, LLC from preferred shares series D conversion Q2 2022. • The Company issued 30,000,000 shares of restricted stock at market price $0.0138 per share to seven consultants for 6 months to 18 months consulting services of movies and NFT related business in Q2 2022. • On March 10, 2022, the Company issued 5,638,298 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 11, 2022, the Company issued 3,639,345 shares to GHS Investments, LLC for the conversion of Series D preferred stock. • On March 15, 2022, the Company issued 2,819,149 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 16, 2022, the Company issued 2,329,670 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 21, 2022, the Company issued 4,764,045 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 24, 2022, the Company issued 6,235,294 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On March 30, 2022, the Company issued 4,416,667 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • On April 7, 2022, the Company issued 2,841,389 shares to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. Preferred shares On September 3, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $203,500 . The closing occurred on September 3, 2021. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $184,000 . On November 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $85,450 . The closing occurred on October 21, 2021. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $75,368 . During the quarter ended November 30, 2021, the Company issued 153 shares of series D preferred stock to the investor for the purchase price of $153,000 . After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $140,760 . On December 20, 2021, the Company issued 34 shares of series D preferred stock to the investor for the purchase price of $34,000 . After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $31,267 . On January 21, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 89,490 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $78,035 . The closing occurred on January 21, 2022. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $68,529 . On March 16, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 96,075 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $83,500. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $73,600 . The Company also recorded a penalty expense of $141,945 which was in connection with the conversion of Series C preferred stocks due to the fact that the Company was late filing the Form 10-Q for the period ended February 28, 2022. | NOTE 13 – STOCKHOLDERS’ EQUITY The Company has 226,589,735 and 46,661,417 common shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively. These common shares were held by approximately 559 and 520 shareholders of record at August 31, 2021 and August 31, 2020, respectively. The Company has 100,000 and 0 series A preferred shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively. The Company has 20,000 and 0 series B preferred shares issued and outstanding as of August 31, 2021 and August 31, 2020, respectively The Company has the following equity activities during the year ended August 31, 2021: Common shares • The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share and 4,000,000 shares of common stock for cash at $0.0715 per share. • The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 9 for further details. • The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 10 for further details. • 261,111 shares of common stock returned to the Company due to officer resignations. • The Company issued 31,646,633 shares of put shares for cash at $0.015312 , $0.014256 , $0.01452 , $0.077528 , $0.09856 , $0.11 , $0.0715 , $0.0563 , $0.0528 , $0.04875 , $0.05764 , and $0.0344 per share. • As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer. • The Company issued 24,528,637 of common shares from preferred shares series C & D conversion. • The Company issued 17,700,000 shares of stock for consulting services. Preferred shares The Company authorized 10,000,000 shares of preferred shares with a par value $0.001 . During the year ended August 31, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001 , and 20,000 shares of Series B Preferred shares at $16 per share, 280,025 shares of Series C Preferred shares and its dividend shares were converted to 7,140,360 common shares in August, 2021, and 798 shares of Series D Preferred shares were converted to 17,388,277 common shares in August, 2021. Based upon the Series C Preferred Share purchase agreement, each share of Series C Preferred Stock carries an annual dividend in the amount of 12.0% of the Stated Value (the “Dividend Rate”). Which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to 22.0%. As of August 31, 2021, the Company has dividend expense of $16,801 and dividend payable of $0 on Series C Preferred Shares. Based upon the Series D Preferred Share purchase agreement, each share of Series D Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 8.0% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). As of August 31, 2021, the Company has dividend expense of $9,034 and dividend payable of $1,834 on Series D Preferred Shares and included in the accrued liabilities in the balance sheet. Warrant shares • The Company canceled 9,720 warrant shares with Crown Bridge and 4,200 warrant shares with Armanda Partners in November, 2020. • Peak One Opportunities exercised the remaining 10% of the 10,000 warrant shares issued on December 9, 2019 and 100% 750,000 warrant shares issued on July 30, 2020. • EMA Financial exercised all 30,000 warrant shares issued on January 17, 2020. |
NOTE 14 _ INCOME TAXES
NOTE 14 – INCOME TAXES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
NOTE 14 – INCOME TAXES | NOTE 12 – INCOME TAXES Components of net deferred tax assets, including a valuation allowance, are as follows: May 31, 2022 August 31, 2021 Deferred tax asset attributable to: Net operating loss carry over $ 1,246,974 $ 871,681 Less: valuation allowance ( 1,246,974 ) ( 871,681 ) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $1,246,974 as of May 31, 2022 and $871,681 as of August 31, 2021. 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, 2022 and August 31, 2021 Reconciliation between the statutory rate and the effective tax rate is as follows: Nine months ended May 31, 2022 2021 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % The Company's future business will focus on local cinemas and websites in the United States. During the nine months ended May 31, 2022 and 2021, the Company and its subsidiary have incurred a consolidated net loss of $1,769,767 and $2,601,535 , respectively and had net loss carryforward from prior years. As a result, the Company and its subsidiary did not incur any income tax during the three and nine months ended May 31, 2022 and 2021. | NOTE 14 – 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 August 31, 2021 and August 31, 2020: August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 ) Net deferred tax asset $ — $ — The valuation allowance for deferred tax assets was $871,681 as of August 31, 2021 and $447,765 as of August 31, 2020. 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, 2021 and August 31, 2020. Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended August 31, 2021 and August 31, 2020: Years ended August 31, 2021 2020 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, 2021 and August 31, 2020, the Company and its subsidiary have incurred a consolidated loss of $( 3,608,097 ) and $( 1,523,071 ), respectively. As a result, the Company and its subsidiary did not incur any income tax during the years ended August 31, 2021 and August 31, 2020. |
NOTE 15 _ CONCENTRATION RISK
NOTE 15 – CONCENTRATION RISK | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
NOTE 15 – CONCENTRATION RISK | NOTE 13 – CONCENTRATION OF RISK Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of May 31, 2022 and August 31, 2021, cash balance of $371,762 and $131,796 , respectively, were maintained at financial institutions in Hong Kong, and were subject to credit risk. In the US, the insurance coverage of each bank is $250,000 . The Company didn’t deposit with financial institutions located in US and were not subject to credit risk. While management believes that these financial institutions and third-party fund holders are of high credit quality, it also continually monitors their creditworthiness. | NOTE 15 – CONCENTRATION RISK 89% and 69% of revenue was generated from one customer during the years ended August 31, 2021 and August 31, 2020, respectively. 100% of the account receivable balance was due from one customer as of August 31, 2021 and August 31, 2020. |
NOTE 16 _ COMMITMENTS AND CONTI
NOTE 16 – COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 16 – COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest. Operating lease On November 22, 2020, the Company closed down a display store and terminated its lease, which has an original term from February 23, 2019 to February 22, 2022, as a result of the COVID-19 impact and uncertainties of the economy in Hong Kong. The Company leased certain office space in Hong Kong from Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, under operating lease for three years from May 1, 2019 to April 30, 2022 with annual rental of $66,048 (HK$ 516,000). On May 1, 2022, the Company signed a new operating lease agreement with Zestv Studios Limited to lease its Hong Kong office premise for two years from May 1, 2022 to April 2024 with annual rental of $66,048 (HK$ 516,000). The Company lease office space in Singapore under operating lease from April 13, 2021 to March 31, 2022 with monthly rental of $716 (SGD 974). The Company leases office space at 48 Wall Street, New York, under operating lease for one year from September 1, 2021 to August 31, 2022 with annual rental of $20,400 . On October 21, 2021, the Company signed a lease agreement to lease “the Mt. Kisco Theatre”, a movie theater, for five years plus the free rent period which commences four months from the lease commencement date. The theatre consists of approximately 8,375 square feet, and the total monthly rent is $14,366 for the first year, including real estate related taxes and landlord’s insurance. The cash lease expense for the nine months ended May 31, 2022 and 2021 was $135,648 and $69,905 , respectively. The cash lease expense for the three months ended May 31, 2022 and 2021 was $82,527 and $21,612 , respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $1,171,693 as of May 31, 2022. In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $215,604 and $71,665 lease expenses for the nine months ended May 31, 2022 and 2021, respectively, including both cash and non-cash lease expenses. May 31, 2022 August 31, 2021 Total Lease Payments $ 1,171,694 $ 48,822 Less: imputed interest $ (21,780 ) $ (596 ) Present value of lease liabilities $ 1,149,914 $ 48,226 Current portion of obligations under operating leases $ 229,014 $ 48,226 Obligations under operating leases, non-current $ 920,900 $ 0 For future lease payment for next five years as follow May 31, Amount 2023 $ 238,443 2024 258,064 2025 249,362 2026 254,183 2027 171,642 Total lease payments $ 1,171,694 | NOTE 16 – COMMITMENTS AND CONTINGENCIES Operating lease As of August 31, 2021, the Company leases office premises in Hong Kong, an office in New York city, and an office in Singapore under non-cancelable operating lease agreements with an option to renew these leases. On November 22, 2020, the Company closed down a display store and terminated its lease, which has an original term from February 23, 2019 to February 22, 2022, as a result of the COVID-19 impact and uncertainties of the economy in Hong Kong. The cash lease expense for the years ended August 31, 2021 and August 31, 2020 was $92,981 and $79,488 , respectively. All leases are on a fixed payment basis. None of the leases include contingent rentals. The Company had lease commitment of $48,822 as of August 31, 2021, of which $48,822 is within one year. In accordance with ASC 250-10-45-14, the adoption of ASC 842 lease accounting standard has resulted in $94,570 lease expenses for the year ended August 31, 2021, including both cash and non-cash lease expenses. As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ (596 ) Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 17 _ SUBSEQUENT EVENTS
NOTE 17 – SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Subsequent Events [Abstract] | ||
NOTE 17 – SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 10, 2022 to the date these financial statements were issued. Issuance of Common Stock On June 13, 2022, the Company issued 5,672,727 common shares for the conversion of Series C preferred stock. On June 21, 2022, the Company issued 7,090,909 common shares for the conversion of Series C preferred stock. On June 27, 2022, the Company issued 7,428,571 common shares for the conversion of Series C preferred stock. On July 5, 2022, the Company issued 9,069,767 common shares for the conversion of Series C preferred stock. On July 7, 2022, the Company issued 4,724,318 common shares for the conversion of Series C preferred stock. Issuance of Series C preferred stock On June 1, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 147,775 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $128,500. The closing occurred on June 16, 2022. After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $115,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Copyright Transfer Agreement On June 22, 2022, the Company entered an agreement with Zestv Studios Limited, a Hong Kong entity 100% owned by the Chief Executive Officer Chiyuan Deng, to transfer the mainland China copyright and broadcast right for the movie “Too Simple” to Zestv Studios Limited. The total transfer price is $750,000. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of AB International Group Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of AB International Group Corp. (the “Company”) as of August 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AB International Group Corp. as of August 31, 2021, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in the financial statements, the Company has limited operations and it has yet to attain profitability, has negative working capital, has an accumulated deficit at August 31, 2021, and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are disclosed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Intangible Assets/Impairments Description of the Matter As disclosed in Note 2 "Summary of Significant Accounting Policies" - Intangible Assets, movie copyrights and broadcast rights are stated at the lower of cost or amortized cost or estimated fair value. Auditing the Company’s impairment evaluation for movie copyrights and broadcast rights is challenging and subjective as the key inputs into the analysis include estimates of future anticipated revenues and box office performance, which may differ from future actual results. These estimates are based in part on the historical performance of similar films, test audience results when available, information regarding competing film releases, and critic reviews. How We Addressed the Matter in Our Audit We obtained an understanding over the Company’s movie copyrights and broadcast rights impairment review process. To test the assessment of movie copyrights and broadcast rights for impairment, we obtained management’s forecasts of revenue and our audit procedures included, among others, checking mathematical accuracy, reviewing and testing the completeness and accuracy of any underlying data as well as the significant assumptions mentioned above. /s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C. We have served as the Company's auditor since 2021 Saddle Brook, New Jersey January 11, 2022 Yu Certified Public Accountant PC Professionalism, Expertise, Integrity REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of AB International Group Corp (the “Company”) as of August 31, 2020, and the related consolidated statements of operations, statements of changes in stockholders’ equity and consolidated statements of cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AB International Group Corp as of August 31, 2020, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter - Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emphasis of Matter - Adoption of New Accounting Standards As discussed in Note 2 to the consolidated financial statements, the Company has adopted Accounting Standards Codification Topic 842, Leases, effective September 1, 2019. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Yu Certified Public Accountant PC We have served as the Company's auditor from 2018 to 2021. New York, New York December 9, 2020 Certified Public Accountants 99 Madison Avenue, Suite 601, New York NY 10016 Email: info yucpa.net AB INTERNATIONAL GROUP Consolidated Balance Sheets August 31, August 31, 2021 2020 (Audited) (Audited) ASSETS Current Assets Cash and cash equivalents $ 132,253 $ 2,455,061 Prepaid expenses 13,566 11,024 Account receivable — 137,700 Related party receivable 1,439 87,581 Subscription receivable 87,239 61,500 Interest receivable — 26,240 Other receivable 644,785 — Total Current Assets 879,282 2,779,106 Fixed assets, net 17,128 16,408 Leasehold improvement, net 36,577 85,345 Right of use operating lease assets, net 47,827 126,354 Intangible assets, net 3,998,805 175,000 Long-term prepayment 761,600 1,742,080 Other assets 16,508 18,427 TOTAL ASSETS $ 5,757,727 $ 4,942,720 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 118,283 $ 359,475 Related party payable 933,434 5,504 Current portion of obligations under operating leases 48,226 73,664 Convertible note and derivative liability — 438,921 Due to shareholder 2,347 476 Tax payable — 56,750 Other payable 3,827 3,584 Dividend payable 1,834 — Total Current Liabilities 1,107,951 938,374 Obligations under operating leases, non-current — 48,249 Total Liabilities 1,107,951 986,623 Stockholders’ Equity Preferred stock, $0.001 par value, 10,000,000 preferred shares authorized; — — Series A preferred stock, 100,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively 100 — Series B preferred stock, 20,000 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively 20 — Series C preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively — — Series D preferred stock, 0 and 0 shares issued and outstanding, as of August 31, 2021 and August 31, 2020, respectively — — Common stock, $0.001 par value, 1,000,000,000 shares authorized; 226,589,735 and 46,661,417 shares issued and outstanding, as of 226,590 46,661 Additional paid-in capital 11,009,517 7,271,983 Accumulated deficit (6,578,978 ) (2,970,881) Unearned shareholders’ compensation (7,473 ) (391,666) Total Stockholders’ Equity 4,649,776 3,956,097 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 5,757,727 $ 4,942,720 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Operations (Audited) Years ended August 31, 2021 2020 Revenue $ 115,091 $ 448,343 Cost of revenue (1,494,328 ) (177,577) Gross Profit (Loss) (1,379,237 ) 270,766 OPERATING EXPENSES General and administrative expenses (1,511,333 ) (1,346,525) Research and development expenses — (108,800) Related party salary and wages (333,337 ) (184,768) Total Operating Expenses (1,844,670 ) (1,640,093) Loss From Operations (3,223,907 ) (1,369,327) OTHER INCOME (EXPENSES) Rent income 1,920 — Interest expense (156,822 ) (255,512) Interest income 7 166,352 Preferred shares dividend expense (25,835 ) — Gain (Loss) from change in fair value 64,584 (64,584) Loss from lease termination (3,251 ) — Loss from prepaid convertible note (232,797 ) — Loss from warrant termination (12,343 ) — Loss from warrant exercise (75,000 ) — Total Other Expenses (439,537 ) (153,744) Loss Before Income Tax Provision (3,663,444 ) (1,523,071) Income tax benefit 55,347 — NET LOSS $ (3,608,097 ) $ (1,523,071) NET LOSS PER SHARE: BASIC $ (0.02 ) $ (0.21) NET LOSS PER SHARE: DILUTED $ (0.02 ) $ (0.02) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC 194,571,251 7,186,259 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED 194,571,251 81,964,690 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Changes in Stockholders' Equity (Audited) Common Stock Preferred Stock Number of Shares Amount Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Unearned Shareholders' Compensation Total Equity Balance - August 31, 2019 4,822,016 $ 4,822 — $ — $ 6,520,980 $ (1,452,020 ) $ (842,657 ) $ 4,231,125 Common shares issued for cash at $0.0350 or $0.0205 per share 21,000,000 21,000 — — 554,500 — — 575,500 Common shares issued from note conversions 18,014,401 18,014 — — 291,880 — — 309,894 Common shares issued from warrant exercises 3,250,000 3,250 — — 39,997 — — 43,247 Common shares issued to officers for services — — — — — — 169,768 169,768 Common shares returned due to officer resignations (425,000 ) (425 ) — — (280,797 ) — 281,222 — Warrant shares issued in conjunction with convertible notes — — — — 145,423 — — 145,423 Adjustment due to ASC 842 adoption for lease — 4,211 — 4,211 Net loss — — — — — (1,523,071 ) — (1,523,071) Balance - August 31, 2020 46,661,417 $ 46,661 — $ — $ 7,271,983 $ (2,970,880 ) $ (391,667 ) $ 3,956,097 Common shares issued for cash 23,000,000 23,000 — — 529,000 — — 552,000 Common shares issued from note conversions 25,406,238 25,406 — — 158,347 — — 183,753 Common shares issued from warrant exercises 56,407,922 56,408 — — 81,358 — — 137,766 Common shares returned due to officer resignations (261,111 ) (261 ) — — (391,405 ) — 391,667 — Put Shares issued for cash 31,646,633 31,647 — — 1,662,904 — — 1,694,551 Common shares issued to officers for services 1,500,000 1,500 — — 43,500 — (7,473 ) 37,527 Common shares issued for consulting services 17,700,000 17,700 — — 513,300 — — 531,000 Preferred shares series A issuance — — 100,000 100 — — — 100 Preferred shares series B issuance — — 20,000 20 319,980 — — 320,000 Preferred shares series C issuance — — 280,025 280 243,220 — — 243,500 Preferred shares series D issuance — — 798 1 722,999 — — 723,000 Preferred shares series C dividend shares — — 19,322 19 16,782 — — 16,802 Preferred shares series D dividend shares — — 6 0 7,200 — — 7,200 Preferred shares and dividend shares converted into common shares 24,528,637 24,529 (300,151 ) (300 ) (24,228 ) — — — Termination of issued warrants — — — — (145,423 ) — — (145,423) Net loss — — — — — (3,608,097 ) — (3,608,097) Balance - August 31, 2021 226,589,735 $ 226,590 120,000 $ 120 $ 11,009,517 $ (6,578,978 ) $ (7,473 ) $ 4,649,776 The accompanying notes are an integral part of these financial statements. AB INTERNATIONAL GROUP CORP. Consolidated Statements of Cash Flows (Audited) Years Ended August 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,608,097 ) $ (1,523,071) Adjustments to reconcile net income (loss) to net cash from operating activities: Executive salaries and consulting fees paid in stock 568,627 169,768 Depreciation of fixed asset 53,048 52,446 Amortization of intangible asset 1,468,728 113,731 Impairment of intangible asset — 125,062 Loss/(gain) from change in fair value of derivatives (64,584 ) 64,584 Loss/(gain) from lease termination 3,251 — Loss/(gain) from warrant termination 12,343 — Loss/(gain) from warrant exercise 75,000 — Loss/(gain) prepaid convertible notes 232,797 — Non-cash interest for convertible notes 156,822 255,512 Non-cash note conversion fees 8,750 24,750 Non-cash dividend expense for preferred shares 25,835 — Non-cash lease expense 1,590 (230) Changes in operating assets and liabilities: Accounts receivable 137,700 (102,400) Receivable on asset disposal — 1,280,000 Interest receivable 26,240 (17,515) Related party receivable 86,142 (52,588) Other receivable (644,785 ) — Prepaid expenses (2,542 ) 10,946 Rent security & electricity deposit 1,920 (3,400) Purchase of movie and TV series broadcast right and copyright (4,312,053 ) (1,742,080) Accounts payable and accrued liabilities (241,192 ) 248,314 Related party payable 927,930 — Due to / from shareholders 1,871 (1,561) Tax payable (56,750 ) (7,814) Other payable 243 (157,824) Net cash used in operating activities (5,141,166 ) (1,263,370) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds collected from note receivable — 1,047,040 Purchase of furniture and equipment (5,000 ) — Net cash provided by /(used in) investing activities (5,000 ) 1,047,040 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of convertible notes 233,017 592,641 Proceeds from common stock issuances 2,220,812 514,000 Proceeds from preferred share B issuances 320,000 — Proceeds from preferred share C issuances 243,500 — Proceeds from preferred share D issuances 723,000 — Payments for warrant termination (95,000 ) — Prepayments of convertible notes (821,970 ) — Net cash provided by financing activities 2,823,359 1,106,641 Net increase (decrease) in cash and cash equivalents (2,322,808 ) 890,311 Cash and cash equivalents – beginning of the year 2,455,061 1,564,750 Cash and cash equivalents – end of the year 132,253 2,455,061 Supplemental Cash Flow Disclosures Cash paid for interest — — Cash paid for income taxes — — Non-Cash Investing and Financing Activities: Cashless warrant exercises $ 137,766 $ (43,247) Issuance of warrants in conjunction with convertible notes $ — $ 145,423 Convertible notes converted to common shares $ (183,752 ) $ (309,894) Additions to ROU assets from operating lease liabilities $ 27,421 $ 228,510 Common shares returned due to officer resignations $ (391,667 ) $ (228,222) Preferred shares series C dividend paid in shares $ 16,802 $ — Preferred shares series D dividend paid in shares $ 7,200 $ — Preferred shares and dividend shares converted into common shares $ 990,502 $ — The accompanying notes are an integral part of these consolidated financial statements. AB INTERNATIONAL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended August 31, 2021 and August 31, 2020 (Audited) | NOTE 17 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2021 to the date these financial statements were issued. Covid-19 impact: 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 all 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. Subsequent cash receipt for Put share issuance: On September 4, 2021, the Company received the subscription receivable from Peak One Opportunity Fund LP for issuing 3,000,000 Put shares at $0.0344 per share on August 16, 2021. Issue of Series C Preferred Stock: On September 3, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor Geneva Roth Remark Holdings, Inc. (the “Investor”), whereby Investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $203,500 (the “Purchase Price”). The closing occurred on September 3, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $184,000. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. On October 21, under another Purchase Agreement with the Investor, whereby Investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) for a purchase price of $85,450 (the “Purchase Price”). The closing occurred on October 22, 2021. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series C Preferred Stock totaled $75,390. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Issue of Series D Preferred Stock: For the Securities Purchase Agreement dated March 10, 2021 entered between the Company and the accredited investor GHS Investments, LLC (the “Investor”), the Company will issue up to 5,075 shares of Series D Convertible Preferred Stock of the Company (the “Series D Preferred Stock”) to GHS Investments, LLC with a purchase price of $1,000 per share. On September 6, 2021 and October 5, 2021, the Company issued 73 and 37 shares of series D preferred stock to the investor, respectively. After the payment of transaction-related expenses, net proceeds to the Company from the issuance of the Series D Preferred Stock was $67,160 and $34,040, respectively. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes. Open a Movie Theater in New York City: In October 2021, the Company entered into a five- year lease with Martabano Realty Corp (hereinafter referred to as "Landlord") for the "The Mt. Kisco Theatre” located at 144 Main Street, Mount Kisco, New York. The property under the lease consists of approximately 8,375 squares to be used and occupied by the Company as a movie theater. The fixed minimum annual base rent for each year of the five-year lease term is $83,750, $83,750, $159,125, $163,899, and $168,816. NFT Film and Music Market (NFT MMM) Development and Maintenance Contract: The Company has entered into a contract with STAREASTnet to develop a decentralized application based on the NFT (Non-Fungible Token) for a movie and music marketplace with the option to buy physical, digital download or both, in one place. The digital copyrights of movies and music are generalized through NFTs, whose smart contracts facilitate the verifications of digital copyrights saved on the blockchain. The Company will hold 100% stake of STAREASTnet NFT Movies and Music Marketplace (NFT MMM). Officer Resignation: Brandy Gao resigned as Chief Financial Officer of the Company since the term of her contract with the Company ended on December 31, 2021. Cancellation of Acquiring a Movie Copyright: The Company acquired a movie copyright of “Too Simple” from Guang Dong Honor Pictures Ltd in July 2021 at a price of $1,271,680, which was to be paid in installments. As of August 31, 2021, $644,785 was paid and recorded in long-term prepayment. On December 31, 2021, the Company entered into a termination contract with Guang Dong Honor Pictures Ltd to cancel the purchase of this movie copyright and will receive a full refund before May 31, 2022. Therefore, the Company has reclassified $644,785 from long-term prepayment to other receivable on the balance sheet. Change in Outstanding Common Shares: As of December 31, 2021, the Company had 237,297,700 shares of common stock outstanding. The approximate 10.7 million increase from 226,589,735 shares outstanding at August 31, 2021 is primarily attributed to 7.3 million Put shares issued to Peak One Opportunity Fund LP and 3.2 million common shares converted from preferred shares series D. AB INTERNATIONAL GROUP CORP. 250,000,000 Shares of Common Stock PROSPECTUS August 3, 2022 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution The following table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee. SEC Registration Fee $ 125.15 Legal Fees and Expenses $ 10,000 Accounting Fees and Expenses $ 10,000 Miscellaneous $ 0 Total $ 20,125.15 Item 14. Indemnification of Directors and Officers The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. The limitation of liability and indemnification provisions under the Nevada Revise Statutes and our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Item 15. Recent Sales of Unregistered Securities The sales and issuances of the securities described below were made pursuant to the exemptions from registration contained in to Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision. Except as described in this prospectus, none of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. Common shares • The Company issued 19,000,000 shares of common stock for cash at $0.0140 per share and 4,000,000 shares of common stock for cash at $0.0715 per share. • The Company issued 25,406,238 shares of common stock from note conversion. Refer to Note 9 of the consolidated financial statements for the year ended August 31, 2021 for further details. • The Company issued 56,407,922 shares of common stock from warrant exercises. Refer to Note 10 of the consolidated financial statements for the year ended August 31, 2021 for further details. • 261,111 shares of common stock returned to the Company due to officer resignations. • The Company issued 31,646,633 shares of put shares for cash at $0.015312, $0.014256, $ 0.01452, $0.077528, $0.09856, $0.11, $0.0715, $0.0563, $0.0528, $0.04875, $0.05764, and $0.0344 per share. • As stock-based compensation the Company issued 500,000 shares to the Chief Investment Offer and 1,000,000 shares to the Chief Executive Officer. • The Company issued 24,528,637 of common shares from preferred shares series C & D conversion. • The Company issued 17,700,000 shares of stock for consulting services. • The Company issued 5,500,000 shares of put shares for cash at $0.02288 and $0.02719 per share • The Company issued 3,146,854 of common shares from preferred shares series D conversions • The Company issued 1,800,000 shares of common stock for cash at $0.01548 per share and 3,000,000 shares of common stock for cash at $0.01716 per share and 2,300,000 shares of common stock for cash at $0.01729 per share and 2,300,000 shares of common stock for cash at $0.01100 per share. • As stock-based compensation the Company issued 5,000,000 shares to the Chief Investment Offer and 10,000,000 shares to the Chief Executive Officer. • The Company issued 5,521,473 of common shares from preferred shares series D conversions • The Company issued 30,000,000 shares of stock for consulting services. • On April 7, 2022, the Company issued 2,841,389 shares of common stock to Geneva Roth Remark Holding Inc. for the conversion of Series C preferred stock. • From June 13, 2022 to July 7, 2022, the Company issued 33,986,292 common shares for the conversion of Series C preferred stock. Preferred shares The Company authorized 10,000,000 shares of preferred shares with a par value $0.001. During the year ended August 31, 2021, the Company issued 100,000 shares of Series A Preferred shares at par value $0.001, and 20,000 shares of Series B Preferred shares at $16 per share, 280,025 shares of Series C Preferred shares and its dividend shares were converted to 7,140,360 common shares in August, 2021, and 798 shares of Series D Preferred shares were converted to 17,388,277 common shares in August, 2021. Based upon the Series C Preferred Share purchase agreement, each share of Series C Preferred Stock carries an annual dividend in the amount of 12.0% of the Stated Value (the “Dividend Rate”). Which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to 22.0%. As of August 31, 2021, the Company has dividend expense of $16,801 and dividend payable of $0 on Series C Preferred Shares. Based upon the Series D Preferred Share purchase agreement, each share of Series D Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 8.0% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed (the “Dividend End Date”). As of August 31, 2021, the Company has dividend expense of $9,034 and dividend payable of $1,834 on Series D Preferred Shares and included in the accrued liabilities in the balance sheet. On September 3, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 234,300 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $203,500. On October 21, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 98,325 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $85,450. On December 9, 2021, the Company entered into a securities purchase agreement with an accredited investor, whereby the investor purchased from the Company 34 shares of Series D Convertible Preferred Stock of the Company for a purchase price of $34,000. On January 27, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 89,490 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $78,050. On June 1, 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby investor purchased from the Company 147,775 shares of Series C Convertible Preferred Stock of the Company for a purchase price of $128,500. The closing occurred on June 16, 2022. Item 16. Exhibits and Financial Statement Schedules Incorporated by Filed or Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Articles of Incorporation S-1 3.1 10/10/14 3.2 Bylaws S-1 3.2 10/10/14 3.3 Certificate of Amendment 8-K 3.1 6/7/18 3.4 Certificate of Change 8-K 3.1 6/18/19 4.1 Convertible Promissory Note 8-K 4.1 11/21/19 4.2 Convertible Debenture 8-K 4.1 12/18/19 . 4.3 Common Stock Purchase Warrant 8-K 4.2 12/18/19 4.4 Convertible Promissory Note 8-K 4.1 1/10/20 4.5 Convertible Promissory Note 8-K 4.2 1/10/20 4.6 10% Convertible Note 8-K 4.1 2/21/20 4.7 10% Convertible Note 8-K 4.2 2/21/20 4.8 Convertible Promissory Note 8-K 4.1 3/18/20 4.9 Common Stock Purchase Warrant 8-K 10.1 3/18/20 4.10 10% Convertible Note 8-K 4.1 7/23/20 4.11 Convertible Promissory Note 8-K 4.1 7/28/20 4.12 Common Stock Purchase Warrant 8-K 4.1 8.3.20 4.13 Convertible Promissory Note 8-K 4.1 8/24/2020 4.14 Convertible Promissory Note 8-K 4.1 9/4/20 4.15 Convertible Promissory Note 8-K 4.2 9/4/20 4.16 Convertible Promissory Note 8-K 4.1 10/15/20 4.17 Common Stock Purchase Warrant 8-K 4.1 8/2/22 5.1 The Doney Law Firm Legal Opinion X 10.1 Patent License Agreement 8-K 10.1 6/6/17 10.2 Agreement for Termination and Release 8-K 10.1 11/1/18 10.3 Chief Marketing Officer Employment Agreement 8-K 10.1 2/11/19 10.4 Chief Operating Officer Employment Agreement 8-K 10.1 2/11/19 10.5 Securities Purchase Agreement 8-K 10.1 11/21/19 10.6 Securities Purchase Agreement 8-K 10.1 12/18/19 10.7 Securities Purchase Agreement 8-K 10.1 1/10/20 10.8 Securities Purchase Agreement 8-K 10.2 1/10/20 10.9 Securities Purchase Agreement 8-K 10.1 2/21/20 10.10 Securities Purchase Agreement 8-K 10.2 2/21/20 10.11 Securities Purchase Agreement 8-K 4.2 3/18/20 10.12 Securities Purchase Agreement 8-K 10.1 7/23/20 10.13 Securities Purchase Agreement 8-K 10.1 7/28/20 10.14 Equity Purchase Agreement 8-K 10.1 8/3/20 10.15 Registration Rights Agreement 8-K 10.2 8/3/20 10.16 Securities Purchase Agreement 8-K 10.1 8/24/20 10.17 Separation Agreement and Release with Jianli Deng, dated August 29, 2020 8-K 10.1 9/1/20 10.18 Separation Agreement and Release with Lijun Yu, dated August 29, 2020 8-K 10.2 9/1/20 10.19 Separation Agreement and Release with Linqing Ye, dated August 29, 2020 8-K 10.3 9/1/20 10.20 Securities Purchase Agreement 8-K 10.1 9/4/20 10.21 Securities Purchase Agreement 8-K 10.2 9/4/20 10.22 Securities Purchase Agreement 8-K 10.1 10/15/20 10.23 Securities Purchase Agreement 8-K 10.1 10/20/20 10.24 Termination and Release Agreement 8-K 10.1 11/25/20 10.25 Termination and Release Agreement 8-K 10.1 12/1/20 10.26 Series C Preferred Stock Purchase Agreement 8-K 10.1 1/29/21 10.27 Employment Agreement 8-K 10.1 2/24/21 10.28 Series C Preferred Stock Purchase Agreement 8-K 10.1 3/2/21 10.29 Series C Preferred Stock Purchase Agreement 8-K 10.1 11/3/21 10.30 Lease Agreement 8-K 10.1 11/2/21 10.31 Series C Preferred Stock Purchase Agreement 8-K 10.1 9/13/21 10.32 Series C Preferred Stock Purchase Agreement 8-K 10.1 1/28/22 10.33 Series C Preferred Stock Purchase Agreement 8-K 10.1 3/21/22 10.34 Amendment to Employment Agreement 8-K 10.1 5/24/22 10.35 Series C Preferred Stock Purchase Agreement 8-K 10.1 6/17/22 10.36 Series C Preferred Stock Purchase Agreement 8-K 10.1 8/1/22 10.36 Common Stock Purchase Agreement 8-K 10.1 8/2/22 23.1 Consent of Auditor X 23.2 Consent of Auditor X Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 2, 2022. DATE SIGNATURE TITLE August 3, 2022 /s/ Chiyuan Deng Chief Executive Officer Chiyuan Deng (Principal Executive Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Jianli Deng Chief Financial Officer and Director Jianli Deng (Principal Financial Officer and Principal Accounting Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated: DATE SIGNATURE TITLE August 3, 2022 /s/ Chiyuan Deng Chief Executive Officer Chiyuan Deng (Principal Executive Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Jianli Deng Chief Financial Officer and Director Jianli Deng (Principal Financial Officer and Principal Accounting Officer) DATE SIGNATURE TITLE August 3, 2022 /s/ Ho Fai Lam Director Ho Fai Lam |
NOTE 1 _ BASIS OF PRESENTATIO_2
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of AB International Group Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of August 31, 2021 derives from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2021. The unaudited consolidated financial statements as of and for the three and nine months ended May 31, 2022 and 2021, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended May 31, 2022 and 2021 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. | |
Foreign Currency Transactions | Foreign Currency Transactions 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. | 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 arises 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. |
Fair Value of Financial Instruments | 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 due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. | 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 due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. |
Accounting for Derivative Instruments | 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. | 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. |
Basic and Diluted Income (Loss) Per Share | 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 stockholders 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 and convertible preferred stock 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. The Company had preferred shares and had no convertible notes and warrants as of May 31, 2022. For the three months ended May 31, 2022 and 2021, and for the nine months ended May 31, 2022 and 2021, no potentially diluted shares were included in the diluted loss per share as they would be anti-dilutive. | 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 Fidelis 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 and adjusted for anti-dilution clauses. The Company has prepaid all the remaining convertible notes and exercised all the warrants as of August 31, 2021. As such, 0 potentially diluted shares were from convertible notes and warrants as of August 31, 2021, whereas 6,614,769 potentially diluted shares were from convertible notes and 68,163,661 potentially diluted shares were from warrants as of August 31, 2020. As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 |
NOTE 2 _ SUMMARY OF SIGNIFICA_2
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s year-end is August 31. | |
Basis of Consolidation | 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. All intercompany balances and transactions have been eliminated in consolidation. | |
Going Concern Uncertainties | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of May 31, 2022, the Company had an accumulated deficit of approximately $8.37 million and a negative working capital of $1.26 million. For the nine months ended May 31, 2022, the Company incurred a net loss of approximately $1.77 million. Although, the Company generated revenue of approximately $2.06 million as the result of selling the mainland China copyrights and broadcast rights for five movies (“Love over the world”, “Our treasures”, “Confusion”, “Huafeng” and “Lushang”) for the nine months ended May 31, 2022, the future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. | Going Concern Uncertainties The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of August 31, 2021, the Company had an accumulated deficit of approximately $6.6 million and a working capital deficit of $228,669. For the year ended August 31, 2021, the Company incurred a net loss of approximately $3.6 million and the net cash used in operations was $5,141,166 . Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern through August 31, 2022 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
Use of Estimates | 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 | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. | |
Foreign Currency Transactions | Foreign Currency Transactions 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. | 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 arises 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. |
Account Receivable | Account Receivable Account receivable consisted of amounts due from Anyone Pictures Limited for the sub-licensing fee revenue. Amount receivable balances are recorded at the invoiced amount and do not bear interest. As the sublicensing agreement with Anyone Picture was terminated in January, 2021, there was no account receivable balance as of August 31, 2021. 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 was recorded by the Company during the years ended August 31, 2021 and August 31, 2020, and no write-offs for bad debt were recorded for the years ended August 31, 2021 and August 31, 2020. | |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily consist of prepayments of OTC market annual fee. The prepaid balances are amortized when the related expense is incurred. | |
Fixed Asset | 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 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 Intangible assets are stated at the lower of cost or amortized cost or estimated fair value and amortized as follows: ● Movie copyrights and broadcast rights: straight-line method over the estimated life of the asset, which has been determined by management to be 2 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 assets are directly related to generation of revenues in the Company. | |
Lease property under operating lease | Lease property under operating lease In February 2016, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve financial reporting about leasing transactions. This guidance required organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which included an option to not restate comparative periods in transition. Under this new guidance, a company applies the standard to leases in place as of the date of initial application, records a cumulative-effect adjustment to retained earnings as of the first day of the adoption year, and follows the new rules for all leases entered or modified going forward. The Company adopted this new standard on June 1, 2020 with no retrospective adjustments to prior comparative periods. In accordance with ASC 250-10-45-14, a change in accounting principle made in an interim period shall be reflected as if the entity had adopted the new principle on the first day of the adoption year, which is September 1, 2019 for the Company. As such, the adoption of ASC 842 lease accounting standard has resulted in $196,813 lease liabilities with corresponding $201,025 ROU assets net of amortization as of September 1, 2019 based on the present value of the remaining rental payments under current leasing standards for existing leases. The remaining balance of lease liabilities are presented within the current portion of lease liabilities and the non-current portion of lease liabilities on the Consolidated Balance Sheet. | |
Impairment of Long-lived asset | 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 the general and administrative expense. There was no impairment loss during the year ended August 31, 2021. For the year ended August 31, 2020, the impairment loss of intangible assets was $125,062 , including $48,000 for the intellectual assets acquired from KryptoKiosk Limited and $77,062 for the performance matching platform “Ai Bian Quan Qiu” and its WeChat official account. | |
Revenue Recognition | 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. 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. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. | |
Fair Value of Financial Instruments | 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 due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. | 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 due to their short-term nature. The fair values of warrant liabilities and derivative liabilities embedded in convertible notes are determined by level 3 inputs. |
Accounting for Derivative Instruments | 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. | 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 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 | Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740 “ Income Taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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, 2021 and 2020, there were no unrecognized tax benefits. Please see Note 14 for details. | |
Value-Added Taxes | 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. 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 | 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 stockholders 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 and convertible preferred stock 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. The Company had preferred shares and had no convertible notes and warrants as of May 31, 2022. For the three months ended May 31, 2022 and 2021, and for the nine months ended May 31, 2022 and 2021, no potentially diluted shares were included in the diluted loss per share as they would be anti-dilutive. | 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 Fidelis 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 and adjusted for anti-dilution clauses. The Company has prepaid all the remaining convertible notes and exercised all the warrants as of August 31, 2021. As such, 0 potentially diluted shares were from convertible notes and warrants as of August 31, 2021, whereas 6,614,769 potentially diluted shares were from convertible notes and 68,163,661 potentially diluted shares were from warrants as of August 31, 2020. As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. Effective September 1, 2019, the Company adopted 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 Company has evaluated and concluded that there was no impact on its consolidated financial position and results of operations. 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 December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” to remove specific exceptions to the general principles in Topic 740 and to simplify accounting for income taxes. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
NOTE 5 _ FIXED ASSETS AND LEA_2
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 5 - FIXED ASSETS ANDLEASEHOLD IMPROVEMENTS - Leasehold Improvement | May 31, 2022 August 31, 2021 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 25,974 Total cost 172,278 172,278 Accumulated depreciation ( 158,475 ) ( 118,573 ) Property and equipment, net $ 13,803 $ 53,705 | August 31, 2021 August 31, 2020 Leasehold improvement $ 146,304 $ 146,304 Appliances and furniture 25,974 20,974 Total cost 172,278 167,278 Accumulated depreciation ( 118,573 ) ( 65,525 ) Property and equipment, net $ 53,705 $ 101,753 |
NOTE 6 _ INTANGIBLE ASSETS (Tab
NOTE 6 – INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
NOTE 6 - INTANGIBLE ASSETS | May 31, 2022 August 31, 2021 Patent license right $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 853,333 Sitcom copyrights - Chujian 640,000 640,000 Movie copyrights - Huafeng 422,400 422,400 Movie copyrights - Our treasures 936,960 936,960 Movie copyrights - LuShang 256,000 — Movie copyrights - QiQingKuaiChe 1,024,000 — TV drama copyright – 15 episodes 190,000 — Movie and TV series broadcast rights 2,439,840 2,439,840 NFT MMM platform 280,000 — Total cost 7,542,533 5,792,533 Less: Accumulated amortization (4,029,261 ) (1,793,728 ) Intangible asset, net $ 3,513,272 $ 3,998,805 | August 31, August 31, 2021 2020 Patent $ 500,000 $ 500,000 Movie copyrights - Love over the world 853,333 - Sitcom copyrights - Chujian 640,000 - Movie copyrights - Huafeng 422,400 - Movie copyrights - Our treasures 936,960 - Movie and TV series broadcast rights 2,439,840 - Total cost 5,792,533 500,000 Less: Accumulated amortization (1,793,728) (325,000) Intangible asset, net $ 3,998,805 $ 175,000 |
NOTE 6 - INTANGIBLE ASSETS - Estimated Amortization Expense | Period ending May 31 Amortization expense 2023 $ 2,760,402 2024 $ 752,870 | Year ending August 31, Amortization expense 2022 $ 2,721,267 2023 $ 1,277,538 |
NOTE 7 _ RIGHTS-TO-USE OPERAT_2
NOTE 7 – RIGHTS-TO-USE OPERATING LEASE ASSETS, NET (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Transfers and Servicing [Abstract] | ||
NOTE 7 - RIGHTS-TO-USE OPERATING LEASE ASSETS, NET - Rights-to-use Lease Assets | May 31, 2022 August 31, 2021 Right-to-use gross asset $ 1,431,026 $ 223,237 Less: accumulated amortization ( 361,469 ) ( 175,410 ) Right-to-use asset, net $ 1,069,557 $ 47,827 | August 31, 2021 August 31, 2020 Right-to-use gross asset $ 223,237 $ 228,510 Less: accumulated amortization ( 175,410 ) ( 102,156 ) Right-to-use asset, net $ 47,827 $ 126,354 |
NOTE 8 _ LONG-TERM PREPAYMENT (
NOTE 8 – LONG-TERM PREPAYMENT (Tables) | 9 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
NOTE 8 - LONG TERM PREPAYMENT - Movie Copyrights and Broadcast Rights Pre-Payments | Name of movie May 31, 2022 August 31, 2021 Prepayment of Movie - LuShang $ — $ 256,000 Prepayment of Movie - QiQingKuaiChe — 505,600 Prepayment of TV drama series 525,000 — Prepayment of Movie - Too Simple 1,271,265 — Total long-term prepayment $ 1,796,265 $ 761,600 |
NOTE 9 _ FAIR VALUE MEASUREME_2
NOTE 9 – FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 9 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at May 31, 2022 Derivative liabilities $ — $ — $ — $ — | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at August 31, 2021 Derivative liabilities $ — $ — $ — $ — |
NOTE 9 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary | Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,320 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Increase from note issuances — Decrease from note prepayment ( 45,490 ) Fair value at May 31, 2021 $ — | Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,321 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Decrease from note prepayment (45,490) Fair value at August 31, 2021 — |
NOTE 12 _ INCOME TAXES (Tables)
NOTE 12 – INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
NOTE 12 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities | May 31, 2022 August 31, 2021 Deferred tax asset attributable to: Net operating loss carry over $ 1,246,974 $ 871,681 Less: valuation allowance ( 1,246,974 ) ( 871,681 ) Net deferred tax asset $ — $ — | August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 ) Net deferred tax asset $ — $ — |
NOTE 12 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation | Nine months ended May 31, 2022 2021 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % | Years ended August 31, 2021 2020 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % |
NOTE 14 _ COMMITMENTS AND CON_2
NOTE 14 – COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 14 - COMMITMENTS AND CONTINGENCIES - Lease Costs | May 31, 2022 August 31, 2021 Total Lease Payments $ 1,171,694 $ 48,822 Less: imputed interest $ (21,780 ) $ (596 ) Present value of lease liabilities $ 1,149,914 $ 48,226 Current portion of obligations under operating leases $ 229,014 $ 48,226 Obligations under operating leases, non-current $ 920,900 $ 0 | As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ (596 ) Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 14 - COMMITMENTS AND CONTINGENCIES - Future Lease Payments | May 31, Amount 2023 $ 238,443 2024 258,064 2025 249,362 2026 254,183 2027 171,642 Total lease payments $ 1,171,694 |
NOTE 2 _ SUMMARY OF SIGNIFICA_3
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life | Estimated Useful Life Furniture 7 years Appliances 5 years |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Diluted Shares (Details | As of August 31, Diluted shares NOT included in basic loss per share computation 2021 2020 Warrants — 68,163,661 Convertible notes — 6,614,769 |
NOTE 9 _ CONVERTIBLE NOTES (Tab
NOTE 9 – CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | Counterparties Issuance date Maturity date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) EMA Financial November 18, 2019 August 18, 2020 $ 75,000 $ 68,500 $ 6,500 $ 3,763 $ 64,737 Peak One Opportunity December 9, 2019 December 9, 2022 $ 85,000 $ 76,500 $ 8,500 $ 11,188 $ 65,312 Crown Bridge (Tranche I) January 8, 2020 January 8, 2021 $ 40,500 $ 36,500 $ 4,000 $ 1,508 $ 34,992 Auctus Fund Note December 31, 2019 September 30, 2020 $ 75,000 $ 75,000 $ - $ 15,658 $ 59,342 East Capital February 13, 2020 February 13, 2021 $ 50,000 $ 50,000 $ - $ 6,508 $ 43,492 Fidelis Capital February 19, 2020 February 19, 2021 $ 50,000 $ 50,000 $ - $ 6,513 $ 43,487 Armada Partners March 12, 2020 March 12, 2021 $ 38,500 $ 35,000 $ 3,500 $ 2,008 $ 32,992 EMA Financial July 17, 2020 July 17, 2021 $ 50,000 $ 47,500 $ 2,500 $ 4,513 $ 42,987 Crown Bridge (Tranche II) July 23, 2020 July 23, 2021 $ 40,500 $ 36,500 $ 4,000 $ 2,208 $ 34,292 Power Up Lending (Tranche I) July 24, 2020 July 24, 2021 $ 130,000 $ 130,000 $ - $ 13,921 $ 116,079 Power Up Lending (Tranche II) August 18, 2020 August 18, 2021 $ 63,000 $ 63,000 $ - $ 8,061 $ 54,939 $ 697,500 $ 668,500 $ 29,000 $ 75,849 $ 592,651 The below table summarizes all the convertible notes issued during the year ended August 31, 2021. Counterparties Issuance date Maturity Date Principal Amount Purchase Price Discount on Note issuance Note issuance costs Proceeds Received (USD) Jefferson Street Capital September 1,2020 September 1, 2021 82,500 75,000 7,500 6,051 68,949 FirstFire Global September 1,2020 June 1, 2021 75,000 71,250 3,750 9,752 61,498 Power Up Lending October 8, 2020 October 8, 2021 55,000 55,000 - 7,421 47,579 East Capital October 9, 2020 October 9, 2021 62,700 62,700 - 7,708 54,992 $ 275,200 $ 263,950 $ 11,250 $ 30,932 $ 233,018 |
NOTE 9 - CONVERTIBLE NOTES PAYABLE - Derivative Liability | Balance, August 31, 2020 $ 438,921 Issuance of Convertible Note Principal $ 275,200 Issuance of MFN Principal $ 15,000 Discount on Note issuance, net of amortization $ 75,075 Accrued interest expense $ 24,562 Converted Note Principal $ ( 166,464 ) Converted accrued and unpaid interest $ ( 8,538 ) Prepayment of Note Principal $ ( 559,782 ) Paid interest expense $ ( 29,390 ) Change in fair value of Derivative liability $ ( 64,584 ) Balance, August 31, 2021 $ — |
[custom:ScheduleOfPrepaidConvertibleNotes] | Convertible Notes Beginning Principal after Note Conversion Total Interest Accrued Paid Date Paid Principal Paid Interest Principal balance Outstanding Payment amount Loss from prepaid convertible note Crown Bridge (Tranche I) 1,082 2,641 12/9/20 ( 1,082 ) ( 2,641 ) - - - Crown Bridge (Tranche II) 40,500 1,545 12/9/20 ( 40,500 ) ( 1,545 ) - 72,500 1 ( 26,732 ) 1 EMA Financial 50,000 1,990 12/9/20 ( 50,000 ) ( 1,990 ) - 72,800 ( 20,810 ) Power Up Lending 130,000 6,491 1/22/21 ( 130,000 ) ( 6,491 ) - 190,925 ( 54,434 ) Power Up Lending 63,000 3,042 2/10/21 ( 63,000 ) ( 3,042 ) - 92,380 ( 26,338 ) East Capital 62,700 3,114 4/7/21 ( 62,700 ) ( 3,114 ) - 87,467 ( 21,652 ) Power Up Lending 55,000 2,746 4/7/21 ( 55,000 ) ( 2,746 ) - 80,797 ( 23,051 ) Jefferson Street 82,500 4,097 3/1/21 ( 82,500 ) ( 4,097 ) - 116,975 ( 30,378 ) FirstFire Global 75,000 3,724 3/1/21 ( 75,000 ) ( 3,724 ) - 108,125 ( 29,401 ) Total 559,782 29,390 - ( 559,782 ) ( 29,390 ) - 821,969 ( 232,796 ) 1. The Holders converted convertible notes to common shares during the year ended August 31, 2021 as below: EMA Financial: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 |
Schedule of Debt Conversions [Table Text Block] | Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 5,285 5,285 5,154 — 10,439 1,000 — $ 0.00812 1,408,800 Total 5,285 5,154 — 10,439 1,000 1,408,800 Auctus Capital Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 33,295 12,055 73 — 12,128 750 21,240 $ 0.00510 2,525,000 September 18, 2020 21,240 15,233 58 — 15,291 750 6,007 $ 0.00510 3,145,300 September 29, 2020 6,007 6,007 18 11,082 17,107 750 — $ 0.00480 3,720,200 October 22, 2020 — — — 3,918 3,918 750 — $ 0.00216 2,161,240 Total 33,295 149 15,000 48,444 3,000 11,551,740 |
[custom:ScheduleOfDebtConversionsContinuedTextBlock] | Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 26,600 13,300 250 — 13,550 — 13,300 $ 0.01020 1,328,431 September 25, 2020 13,300 13,300 129 — 13,429 — — $ 0.00960 1,398,854 Total 26,600 379 — 26,979 — 2,727,285 Fidelis Capital: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 1, 2020 41,000 25,671 — — 25,671 — 15,329 $ 0.01218 2,107,648 September 9, 2020 15,329 15,329 2,605 — 17,934 — — $ 0.01020 1,758,257 Total 41,000 2,605 — 43,605 — 3,865,905 Armada Partners: Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 25, 2020 25,500 13,000 213 — 13,213 500 12,500 $ 0.01020 1,344,363 October 6, 2020 12,500 12,500 38 — 12,538 500 — $ 0.00960 1,358,145 Total 25,500 251 — 25,751 1,000 2,702,508 Crown Bridge (Tranche I): Conversion date Beginning principal balance Principal Amount Converted Interest Amount Converted MFN Principal Total converted principals and unpaid interest Closing Ending principal balance Conversion Price Converted September 8, 2020 20,867 6,400 — — 6,400 1,250 14,467 $ 0.00765 1,000,000 September 22, 2020 14,467 5,635 — — 5,635 1,250 8,832 $ 0.00765 900,000 October 1, 2020 8,832 7,750 — — 7,750 1,250 1,082 $ 0.00720 1,250,000 Total 19,785 — 19,785 3,750 3,150,000 |
NOTE 9 - CONVERTIBLE NOTES - Summary of Converted and Prepaid Convertible Notes | Sr. No. Note Total convertible note issued Total principal converted as of 08/31/2020 Total principal converted as of 11/30/2020 Total principal paid off as of 2/28/2021 Total principal paid off as of 8/31/2021 Principal balance Outstanding as of 8/31/2021 1 EMA Financial 90,000 ( 84,716 ) ( 5,285 ) - - - 2 Peak One Opportunity 85,000 ( 85,000 ) - - - - 3 Auctus Fund Note 90,000 ( 41,705 ) ( 48,295 ) - - - 4 Crown Bridge (Tranche I) 40,500 ( 19,633 ) ( 19,785 ) ( 1,082 ) - - 5 East Capital 50,000 ( 23,400 ) ( 26,600 ) - - - 6 Fidelis Capital 50,000 ( 9,000 ) ( 41,000 ) - - - 7 Armada Partners 38,500 ( 13,000 ) ( 25,500 ) - 8 Crown Bridge (Tranche II) 40,500 - ( 40,500 ) - - 9 EMA Financial (Issue Date: 7.17.2020) 50,000 - - ( 50,000 ) - - 10 Power Up Lending (Issue Date: 07.24.2020) 130,000 - - ( 130,000 ) - 11 Power Up Lending (Issue Date: 08.18.2020) 63,000 - - ( 63,000 ) - - 12 East Capital (Issue Date: 10.09.2020) 62,700 - - - ( 62,700 ) - 13 Power Up Lending (Issue Date: 10.08.2020) 55,000 - - - ( 55,000 ) - 14 Jefferson Street (Issue Date: 09.01.2020) 82,500 - - - ( 82,500 ) - 15 FirstFire Global (Issue Date: 09.01.2020) 75,000 - - - ( 75,000 ) - Total 1,002,700 ( 276,454 ) ( 166,464 ) ( 284,582 ) ( 275,200 ) - |
NOTE 10 _ WARRANTS (Tables)
NOTE 10 – WARRANTS (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Note 10 Warrants | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Mkt Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment July 20, 2020 $100,000 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 21, 2020 $92,489 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 23, 2020 $84,979 $ 0.0300 $ 21.00 250,358 250,000 $7,511 July 29, 2020 $77,468 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 4, 2020 $69,957 $ 0.0300 $ 21.00 250,358 250,000 $7,511 August 11, 2020 $62,446 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 21, 2020 $47,425 $ 0.0300 $ 21.00 500,715 500,000 $15,021 August 25, 2020 $32,403 $ 0.0205 $ 21.00 500,489 500,000 $10,260 August 31, 2020 $22,143 $ 0.0205 $ 21.00 500,489 500,000 $10,260 September 9, 2020 $11,883 $ 0.0205 $ 21.00 470,786 470,326 $9,651 Total 3,724,984 3,720,326 $ 97,768 Peak One warrant issued on July 30, 2020 Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment October 8, 2020 $75,000 0.01672 $10.00 750,000 748,746 $12,540 December 21, 2020 $62,460 0.00609 $0.068 2,564,039 2,344,407 $15,615 December 28, 2020 $46,845 0.00609 $0.068 2,564,039 2,344,407 $15,615 January 6, 2021 $31,230 0.00609 $0.068 5,128,079 4,668,814 $31,230 Total 11,006,157 10,086,374 $75,000 EMA Financial warrant issued on January 17, 2020: Date of Exercise Anti Dilution Value of Warrant Shares Anti Dilution Base (Exercise) Price (B) Market Price (90 Day High Preceding Exercise date) (A) # of WTS Shares Elected for purchase (Y) Common Shares to be issued upon exercise (X) = Y(A-B)/A Cashless Payment September 8, 2020 $375,000 0.00812 $17.00 2,400,002 2,398,856 $19,488 September 14, 2020 $355,512 0.00812 $17.00 2,950,000 2,948,951 $23,954 September 22, 2020 $331,558 0.00812 $10.00 3,400,000 3,397,239 $27,608 September 25, 2020 $303,950 0.00812 $10.00 3,600,000 3,597,077 $29,232 October 1, 2020 $274,718 0.00812 $10.00 4,150,000 4,146,630 $33,698 October 12, 2020 $241,020 0.00812 $6.50 4,600,000 4,594,254 $37,352 October 19, 2020 $203,668 0.00812 $6.50 4,800,000 4,794,004 $38,976 October 29, 2020 $164,692 0.00812 $2.02 5,200,000 5,179,097 $42,224 November 5, 2020 $122,468 0.00812 $0.60 5,500,000 5,425,567 $44,660 November 11, 2020 $77,808 0.00812 $0.43 5,700,000 5,592,363 $46,284 November 20, 2020 $31,524 0.00812 $0.30 3,882,264 3,777,184 $31,524 Total 46,182,266 45,851,222 $375,000 |
NOTE 10 - WARRANTS - Schedule of Warrant Summary | Number of warrants Original shares issued Anti-dilution Adjusted Warrants as of August 31, 2020 793,920 68,163,661 Warrants granted — — Exercised, forfeited or expired ( 793,920 ) ( 68,163,661) Outstanding as of August 31, 2021 — — Exercisable as of August 31, 2021 — — |
NOTE 11 _ FAIR VALUE MEASUREM_2
NOTE 11 – FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
NOTE 11 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at May 31, 2022 Derivative liabilities $ — $ — $ — $ — | Fair value measurement using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs ( Level 2) Unobservable inputs ( Level 3) Total Fair value at August 31, 2021 Derivative liabilities $ — $ — $ — $ — |
NOTE 11 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary | Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,320 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Increase from note issuances — Decrease from note prepayment ( 45,490 ) Fair value at May 31, 2021 $ — | Derivative liabilities embedded in convertible notes Fair value at August 31, 2020 $ 64,584 Increase from note issuances 74,187 Decrease from note conversions ( 33,490 ) Changes in the fair value 58,090 Fair value at November 30, 2020 $ 163,371 Increase from note issuances — Decrease from note prepayment ( 136,321 ) Changes in the fair value 18,439 Fair value at February 28, 2021 $ 45,490 Decrease from note prepayment (45,490) Fair value at August 31, 2021 — |
NOTE 14 _ INCOME TAXES (Tables)
NOTE 14 – INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
NOTE 14 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities | May 31, 2022 August 31, 2021 Deferred tax asset attributable to: Net operating loss carry over $ 1,246,974 $ 871,681 Less: valuation allowance ( 1,246,974 ) ( 871,681 ) Net deferred tax asset $ — $ — | August 31, 2021 August 31, 2020 Deferred tax asset attributable to: Net operating loss carry over $ 871,681 $ 447,765 Less: valuation allowance ( 871,681 ) ( 447,765 ) Net deferred tax asset $ — $ — |
NOTE 14 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation | Nine months ended May 31, 2022 2021 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % | Years ended August 31, 2021 2020 Federal statutory tax rate 21 % 21 % Change in valuation allowance (21 %) (21 %) Effective tax rate 0 % 0 % |
NOTE 16 _ COMMITMENTS AND CON_2
NOTE 16 – COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 16 - COMMITMENTS AND CONTINGENCIES - Lease Costs | May 31, 2022 August 31, 2021 Total Lease Payments $ 1,171,694 $ 48,822 Less: imputed interest $ (21,780 ) $ (596 ) Present value of lease liabilities $ 1,149,914 $ 48,226 Current portion of obligations under operating leases $ 229,014 $ 48,226 Obligations under operating leases, non-current $ 920,900 $ 0 | As of August 31, Commitments 2021 $ 48,822 Total Lease Payments $ 48,822 Less: imputed interest $ (596 ) Present value of lease liabilities $ 48,226 Current portion of obligations under operating leases $ 48,226 Obligations under operating leases, non-current $ 0 |
NOTE 2 _ GOING CONCERN (Details
NOTE 2 – GOING CONCERN (Details Narrative) | 9 Months Ended |
May 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
[custom:RetainedEarningsAccumulatedDeficitEstimated-0] | $ 8.37 |
Banking Regulation, Total Capital, Actual | 1.26 |
[custom:NetIncomeLossEstimated] | 1.77 |
[custom:RevenuesApproximate] | $ 2.06 |
NOTE 3 _PREPAID EXPENSES (Detai
NOTE 3 –PREPAID EXPENSES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Prepaid Expense, Current | $ 2,333 | $ 13,566 | $ 11,024 | |
Increase (Decrease) in Prepaid Expense | $ (11,233) | $ (9,024) | 2,542 | $ (10,946) |
O T C Markets [Member] | ||||
Increase (Decrease) in Prepaid Expense | $ 12,833 |
NOTE 4 _ SUBSCRIPTION RECEIVA_2
NOTE 4 – SUBSCRIPTION RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Financing Receivable, after Allowance for Credit Loss | $ 87,239 | $ 61,500 |
Put Shares [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 3,000,000 | 3,000,000 |
Shares Issued, Price Per Share | $ 0.015312 | $ 20,500 |
NOTE 5 - FIXED ASSETS ANDLEASEH
NOTE 5 - FIXED ASSETS ANDLEASEHOLD IMPROVEMENTS - Leasehold Improvement (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Leasehold Improvements, Gross | $ 36,577 | $ 85,345 | |
Property, Plant and Equipment, Net | $ 13,803 | 53,705 | |
Renovation Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold Improvements, Gross | 146,304 | 146,304 | 146,304 |
Furniture and Fixtures, Gross | 25,974 | 25,974 | 20,974 |
Property, Plant, and Equipment, Owned, Gross | 172,278 | 172,278 | 167,278 |
Property, Plant, and Equipment, Lessor Asset under Operating Lease, Accumulated Depreciation | 158,475 | 118,573 | 65,525 |
Property, Plant and Equipment, Net | $ 13,803 | $ 53,705 | $ 101,753 |
NOTE 5 _ FIXED ASSETS AND LEA_3
NOTE 5 – FIXED ASSETS AND LEASEHOLD IMPROVEMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Depreciation | $ 39,902 | $ 39,748 | $ 53,048 | $ 52,446 |
Leasehold Improvement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Total Cost | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 7 years | 7 years | ||
Appliances [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
NOTE 6 - INTANGIBLE ASSETS (Det
NOTE 6 - INTANGIBLE ASSETS (Details) - USD ($) | May 31, 2022 | Mar. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
Total cost | $ 7,542,533 | $ 5,792,533 | $ 500,000 | |
Less: Accumulated amortization | (4,029,261) | (1,793,728) | (325,000) | |
Intangible asset, net | 3,513,272 | 3,998,805 | 175,000 | |
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 500,000 | 500,000 | 500,000 | |
Movie Copyright Love Over World [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 853,333 | 853,333 | ||
Movie Copyright Chujian [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 640,000 | 640,000 | ||
Movie Copyright Huafeng [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 422,400 | 422,400 | ||
Movie Copyright Our Treasures [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 936,960 | 936,960 | ||
Movie Copyright Lu Shang [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 256,000 | $ 256,000 | ||
Movie Copyright Qi Qing Kuai Che [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 1,024,000 | |||
Movie Copyright T V Drama [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 190,000 | |||
Movie And T V Broadcast [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 2,439,840 | $ 2,439,840 |
NOTE 6 - INTANGIBLE ASSETS - Es
NOTE 6 - INTANGIBLE ASSETS - Estimated Amortization Expense (Details) - USD ($) | May 31, 2023 | Aug. 31, 2022 | May 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling 12 Months | $ 2,721,267 | $ 2,760,402 | |
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | $ 752,870 | $ 1,277,538 |
NOTE 6 _ INTANGIBLE ASSETS (Det
NOTE 6 – INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 03, 2022 | May 02, 2022 | Jan. 24, 2022 | May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 862,399 | $ 428,794 | $ 2,235,533 | $ 853,001 | $ 113,731 | $ 1,468,728 | $ 113,731 | |||
Three Movie Copyright Sales [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from Sale of Intangible Assets | $ 1,800,000 | |||||||||
Movie Copyright Huafeng [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from Sale of Intangible Assets | $ 128,000 | |||||||||
Movie Copyright Lu Shang [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from Sale of Intangible Assets | $ 128,000 |
NOTE 7 - RIGHTS-TO-USE OPERATIN
NOTE 7 - RIGHTS-TO-USE OPERATING LEASE ASSETS, NET - Rights-to-use Lease Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 01, 2019 | |
Transfers and Servicing [Abstract] | ||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 1,431,026 | $ 223,237 | $ 228,510 | |
Finance Lease, Right-of-Use Asset, Amortization | 361,469 | 175,410 | 102,156 | |
Right-to-use asset, net | $ 1,069,557 | $ 47,827 | $ 126,354 | $ 201,025 |
NOTE 8 - LONG TERM PREPAYMENT -
NOTE 8 - LONG TERM PREPAYMENT - Movie Copyrights and Broadcast Rights Pre-Payments (Details) - USD ($) | 1 Months Ended | ||||||
Jul. 31, 2021 | May 31, 2020 | Nov. 30, 2019 | May 31, 2022 | Mar. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | $ 1,796,265 | $ 761,600 | $ 1,742,080 | ||||
Movie Copyright Lu Shang [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 256,000 | $ 256,000 | |||||
Lushang Copyright [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 256,000 | ||||||
Acquisition Costs, Period Cost | $ 256,000 | $ 256,000 | |||||
Qi Qing Kuai Cheopyright [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 505,600 | ||||||
T V Drama Series Copyright [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 525,000 | ||||||
Too Simple Copyright [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 1,271,265 | ||||||
Total Copyright Prepayment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 1,796,265 | 761,600 | |||||
Qi Qing Kuai Che Copyright Online [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Acquisition Costs, Period Cost | 115,200 | 115,200 | |||||
Qi Qing Kuai Che Copyright Full Rights [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Acquisition Costs, Period Cost | 908,800 | 908,800 | |||||
Qi Qing Kuai Che Copyright [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | 505,600 | ||||||
Acquisition Costs, Period Cost | $ 1,024,000 | $ 1,024,000 | |||||
Too Simple [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Prepaid Expense and Other Assets | $ 1,271,265 | $ 644,785 | |||||
Acquisition Costs, Period Cost | $ 1,271,265 |
NOTE 9 - FAIR VALUE MEASUREMENT
NOTE 9 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability |
NOTE 9 - FAIR VALUE MEASUREME_2
NOTE 9 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary (Details) - USD ($) | 3 Months Ended | ||||
May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 74,187 | ||||
Increase (Decrease) in Derivative Assets and Liabilities | 136,321 | 33,490 | |||
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge | 18,439 | 58,090 | |||
[custom:DecreaseFromNotePrePayment] | 45,490 | 136,320 | |||
Derivative Liabilities [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $ 45,490 | $ 163,371 | $ 64,584 |
NOTE 10_ RELATED PARTY TRANSA_2
NOTE 10– RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | ||||||
Sep. 11, 2020 | Sep. 30, 2019 | May 31, 2022 | May 31, 2021 | Nov. 30, 2019 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2022 | Jan. 01, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Due to Related Parties, Current | $ 25,088 | $ 25,088 | $ 2,347 | $ 476 | $ 25,088 | ||||||
Accounts Payable, Related Parties, Current | 1,049,341 | 1,049,341 | 933,434 | 5,504 | 1,049,341 | ||||||
Due from Related Parties, Current | $ 1,439 | $ 87,581 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
[custom:SharesReturnedToCompany] | 261,111 | ||||||||||
Loan Payable Zesty Studios [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Proceeds from Loans | $ 285,571 | ||||||||||
Zesty Studios [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Due from Related Parties, Current | $ 1,049,341 | $ 1,049,341 | $ 933,434 | 1,049,341 | |||||||
Guangzhou Shengshituhua Film [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Acquired Finite-Lived Intangible Asset, Weighted-Average Period before Renewal or Extension | 5 years | 5 years | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 01, 2017 | Jun. 01, 2017 | |||||||||
Payments to Acquire Productive Assets | $ 500,000 | $ 500,000 | |||||||||
[custom:RoyaltyPercentageRate] | 20% | 20% | |||||||||
Royalty Expense | 0 | $ 15,360 | $ 0 | $ 30,720 | $ 25,600 | $ 61,440 | |||||
Chief Executive Officer Amended [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Accrued Salaries, Current | $ 180,000 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 100,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
C E O And C F O [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to Employees | 51,250 | $ 74,500 | 342,167 | $ 258,837 | |||||||
Youall Perform Services L T D [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Accounts Payable, Related Parties, Current | 0 | 0 | 1,439 | 0 | |||||||
Capitalized Computer Software, Additions | $ 128,000 | ||||||||||
Payments to Develop Software | $ 108,800 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Outstanding Balance | $ 19,200 | ||||||||||
Guangzhou Yuezhi Computer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance, Premium, Percentage Assumed to Net | 10% | ||||||||||
Capitalized Computer Software, Additions | $ 128,000 | ||||||||||
Payments to Develop Software | $ 108,800 | $ 108,800 | |||||||||
Zestv Studios Limited [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Accounts Payable, Related Parties, Current | $ 763,770 | $ 763,770 | $ 933,434 | $ 763,770 |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 03, 2021 | Oct. 21, 2021 | May 31, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | May 31, 2022 | Aug. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Income Tax Examination, Penalties Expense | $ (141,945) | $ 141,945 | $ (141,945) | ||||
Put Share 0. 02288 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 2,500,000 | ||||||
Put Share 0. 02719 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodPutSharesForCashShares] | 3,000,000 | ||||||
Put Shares 1 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.02288 | ||||||
Put Shares 2 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.02719 | $ 0.014256 | |||||
G H S [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodSharesConversionOfUnitsSeriesD] | 3,146,854 | ||||||
Stock Issued During Period, Shares, Conversion of Units | 5,521,473 | ||||||
Shares Issued At. 01548 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.01548 | $ 0.01548 | |||||
Stock Issued During Period, Shares, Other | 1,800,000 | ||||||
Shares Issued At 0. 01716 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.01716 | 0.01716 | |||||
Stock Issued During Period, Shares, Other | 3,000,000 | ||||||
Shares Issued At 0. 01729 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.01729 | 0.01729 | |||||
Stock Issued During Period, Shares, Other | 2,300,000 | ||||||
Shares Issued At 0. 0110 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.0110 | 0.0110 | |||||
Stock Issued During Period, Shares, Other | 2,300,000 | ||||||
Chief Investment Officer [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 5,000,000 | ||||||
C E O [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 10,000,000 | ||||||
C E O And Chief Investment Officer [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.0138 | 0.0138 | |||||
Seven Consultants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.0138 | $ 0.0138 | |||||
Stock Issued During Period, Shares, Issued for Services | 30,000,000 | ||||||
Geneva Roth One [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 5,638,298 | ||||||
G H S Two [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodSharesConversionOfUnitsSeriesD] | 3,639,345 | ||||||
Geneva Roth Two [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 2,819,149 | ||||||
Geneva Roth Three [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 2,329,670 | ||||||
Geneva Roth Four [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 4,764,045 | ||||||
Geneva Roth Five [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 6,235,294 | ||||||
Geneva Roth Six [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 4,416,667 | ||||||
Geneva Roth Seven [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Units | 2,841,389 | ||||||
Accredited Investor One [Member] | Preferred Class C [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 234,300 | ||||||
Proceeds from Issuance or Sale of Equity | $ 203,500 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 184,000 | ||||||
Accredited Investor Two [Member] | Preferred Class C [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 98,325 | ||||||
Proceeds from Issuance or Sale of Equity | $ 85,450 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 75,368 | ||||||
Investor One [Member] | Seires D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 153 | ||||||
[custom:StockIssuedDuringPeriodSharesValue] | 153,000 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 140,760 | ||||||
Investor Two [Member] | Seires D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 34 | ||||||
[custom:StockIssuedDuringPeriodSharesValue] | 34,000 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 31,267 | ||||||
Investor Three [Member] | Seires C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 89,490 | ||||||
[custom:StockIssuedDuringPeriodSharesValue] | 78,035 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 73,600 | $ 68,529 | |||||
Investor Four [Member] | Seires C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 96,075 | ||||||
[custom:StockIssuedDuringPeriodSharesValue] | 83,500 |
NOTE 12 - INCOME TAXES - Schedu
NOTE 12 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,246,974 | $ 871,681 | $ 447,765 |
Deferred Tax Assets, Valuation Allowance | 1,246,974 | 871,681 | 447,765 |
Deferred Tax Assets, Net of Valuation Allowance |
NOTE 12 - INCOME TAXES - Sche_2
NOTE 12 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 9 Months Ended | 12 Months Ended | ||||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Federal statutory tax rate | 21% | 21% | 21% | 21% | 21% | 35% |
Change in valuation allowance | (21.00%) | (21.00%) | (21.00%) | (21.00%) | ||
Effective tax rate | 0% | 0% | 0% | 0% |
NOTE 12 _ INCOME TAXES (Details
NOTE 12 – INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Deferred Tax Assets, Valuation Allowance | $ 1,246,974 | $ 1,246,974 | $ 871,681 | $ 447,765 | ||
Net Income (Loss) Attributable to Parent | $ 1,169,662 | $ 1,079,872 | $ 1,769,767 | $ 2,601,535 | $ 3,608,097 | $ 1,523,071 |
NOTE 13 _ CONCENTRATION OF RI_2
NOTE 13 – CONCENTRATION OF RISK (Details Narrative) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Risks and Uncertainties [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 371,762 | $ 131,796 |
Cash, FDIC Insured Amount | $ 250,000 |
NOTE 14 - COMMITMENTS AND CONTI
NOTE 14 - COMMITMENTS AND CONTINGENCIES - Lease Costs (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total Lease Payments | $ 1,171,694 | $ 48,822 |
Less: imputed interest | (21,780) | (596) |
Present value of lease liabilities | 1,149,914 | 48,226 |
Current portion of obligations under operating leases | 229,014 | 48,226 |
Obligations under operating leases, non-current | $ 920,900 | $ 0 |
NOTE 14 - COMMITMENTS AND CON_2
NOTE 14 - COMMITMENTS AND CONTINGENCIES - Future Lease Payments (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Future Minimum Payments, Next Rolling 12 Months | $ 238,443 | |
Operating Leases, Future Minimum Payments, Due in Rolling Year Two | 258,064 | |
Operating Leases, Future Minimum Payments, Due in Rolling Year Three | 249,362 | |
Operating Leases, Future Minimum Payments, Due in Rolling Year Four | 254,183 | |
Operating Leases, Future Minimum Payments, Due in Rolling Year Five | 171,642 | |
Lessee, Operating Lease, Liability, to be Paid | $ 1,171,694 | $ 48,822 |
NOTE 14 _ COMMITMENTS AND CON_3
NOTE 14 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | May 01, 2022 | Oct. 21, 2021 | Sep. 01, 2021 | Apr. 13, 2021 | Sep. 01, 2019 | May 01, 2019 | |
Other Commitments [Line Items] | ||||||||||||
Accrued Rent, Current | $ 229,014 | $ 229,014 | $ 48,226 | $ 73,664 | $ 196,813 | |||||||
Operating Leases, Rent Expense, Net | 82,527 | $ 21,612 | 135,648 | $ 69,905 | 92,981 | $ 79,488 | ||||||
Short-Term Lease Commitment, Amount | $ 1,171,693 | 1,171,693 | 48,822 | |||||||||
Lease, Cost | $ 215,604 | $ 71,665 | $ 94,570 | |||||||||
Singapore [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Accrued Rent, Current | $ 716 | |||||||||||
Hong Kong Lease [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 2 years | 3 years | ||||||||||
Operating Leases, Future Minimum Payments Due, Next 12 Months | $ 66,048 | $ 66,048 | ||||||||||
New York Lease [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||||||
Operating Leases, Future Minimum Payments Due, Next 12 Months | $ 20,400 | |||||||||||
Kisco Theatre [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | |||||||||||
Accrued Rent, Current | $ 14,366 |
NOTE 1 _ ORGANIZATION AND BUS_2
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 13, 2020 | Sep. 05, 2018 | Oct. 10, 2017 | Aug. 31, 2019 | Mar. 21, 2018 | Jun. 01, 2017 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 04, 2019 | Jul. 31, 2019 | Dec. 01, 2018 | Jan. 22, 2016 | |
Entity Incorporation, Date of Incorporation | Jul. 29, 2013 | |||||||||||
Capital Lease Obligations | $ 500,000 | |||||||||||
Patent License Agreement [Member] | ||||||||||||
Derivative, Term of Contract | 5 years | |||||||||||
[custom:RoyaltyFeeOnProceeds] | 20% | |||||||||||
Payments to Acquire Productive Assets | $ 500,000 | |||||||||||
Kryptokiosk Limited [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,400,000 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 72,000 | |||||||||||
Allowance for Loan and Lease Losses, Write-offs | $ 48,000 | |||||||||||
Patent License Agreement Two [Member] | ||||||||||||
Payments for Previous Acquisition | $ 768,000 | |||||||||||
Common Stock, Other Shares, Outstanding | 200,000 | |||||||||||
Accounts Payable, Current | $ 153,600 | |||||||||||
Unrealized Gain (Loss) on Investments | $ 857,600 | |||||||||||
Gain (Loss) on Sale of Investments | 89,538 | |||||||||||
Star Eastnet [Member] | ||||||||||||
Common Stock, Other Shares, Outstanding | 171,000 | |||||||||||
Anyone Pictures Limited [Member] | ||||||||||||
Common Stock, Other Shares, Outstanding | 242,980 | |||||||||||
Unrealized Gain (Loss) on Investments | $ 422,400 | |||||||||||
Gain (Loss) on Sale of Investments | $ 59,792 | |||||||||||
Loan Agreement [Member] | ||||||||||||
Loans Held-for-sale, Term | 1 year | |||||||||||
Loans and Leases Receivable, Gross | $ 1,047,040 | |||||||||||
Loans Receivable, Basis Spread on Variable Rate | 10% | |||||||||||
Interest and Fee Income, Other Loans | $ 70,021 | $ 95,979 | ||||||||||
Loan Agreement 2 [Member] | ||||||||||||
Loans and Leases Receivable, Gross | $ 1,049,600 | |||||||||||
Loans Receivable, Basis Spread on Variable Rate | 10% | |||||||||||
Former Sole Officer [Member] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 83% |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Total Cost | ||
Finite-Lived Intangible Assets [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | 7 years |
Appliances [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Copyrights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Patent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Diluted Shares (Details - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Accounting Policies [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 68,163,661 | |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 6,614,769 |
NOTE 2 _ SUMMARY OF SIGNIFICA_4
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Nov. 30, 2019 | May 31, 2022 | May 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 478,498 | $ 4,043,032 | $ 5,141,166 | $ 1,263,370 | ||||||
Allowance for Loan and Lease Loss, Recovery of Bad Debts | $ 0 | |||||||||
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | |||||||||
Lessor, Direct Financing Lease, Term of Contract | 3 years | |||||||||
Accrued Rent, Current | 229,014 | $ 48,226 | 73,664 | $ 196,813 | ||||||
Operating Lease, Right-of-Use Asset | 1,069,557 | 47,827 | 126,354 | $ 201,025 | ||||||
Impairment of Intangible Assets, Finite-Lived | 125,062 | |||||||||
[custom:ValueAddedTaxRate] | $ 6 | |||||||||
[custom:SurchargeOnValueAddedTaxRate] | $ 12 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | |||||||||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 6,614,769 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 68,163,661 | |||||||||
Impairment of Tangible Assets, Other Descriptors | “Ai Bian Quan Qiu” platform has not generated any revenue since mid-January, 2020, the Company impaired 80% of the “Ai Bian Quan Qiu” platform intangible asset value in Q2 FY2020 and the remaining 20% intangible asset in Q4 FY2020 | |||||||||
Research and Development Expense | $ 108,800 | |||||||||
Prepaid Expense and Other Assets | 1,796,265 | 761,600 | 1,742,080 | |||||||
Guangzhou Yuezhi Computer [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Capitalized Computer Software, Additions | $ 128,000 | |||||||||
Payments to Develop Software | $ 108,800 | $ 108,800 | ||||||||
Research and Development Expense | $ 108,800 | |||||||||
Prepaid Expenses | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Prepaid Expense and Other Assets | 761,600 | |||||||||
Lushang Copyright [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Prepaid Expense and Other Assets | 256,000 | |||||||||
Acquisition Costs, Period Cost | $ 256,000 | $ 256,000 | ||||||||
Payments for Purchase of Other Assets | 256,000 | |||||||||
Qi Qing Kuai Che Copyright Online [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Acquisition Costs, Period Cost | 115,200 | 115,200 | ||||||||
Qi Qing Kuai Che Copyright Full Rights [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Acquisition Costs, Period Cost | 908,800 | 908,800 | ||||||||
Qi Qing Kuai Che Copyright [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Prepaid Expense and Other Assets | 505,600 | |||||||||
Acquisition Costs, Period Cost | $ 1,024,000 | $ 1,024,000 | ||||||||
Payments for Purchase of Other Assets | $ 505,600 | |||||||||
P R C [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
[custom:ValueAddedTaxRate] | $ 6 | |||||||||
Kryptokiosk Limited [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Payments to Acquire Long-Term Investments | 48,000 | |||||||||
Ai Bian Quan Qiu [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Payments to Acquire Long-Term Investments | $ 77,062 | |||||||||
Anyone Pictures Limited [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | The monthly royalty the Company charges Anyone Pictures Limited is $12.8 per 1000 APP users. Both parties agreed to charge the sublicensing fee based upon a fixed number 2,000,000 users. In January, 2021, our sublicensing agreement with Anyone Picture to generate revenues was terminated. As such, there has been no revenues generated from sub-licensing the Technology since the end of December, 2020. Once the Company finds another company to sublicense the patent, it will generate royalty revenue again. | |||||||||
Organization And Business Operations [Table] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 55 | |||||||||
Organization And Business Operations [Table] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 60 |
NOTE 9 - CONVERTIBLE NOTES - Su
NOTE 9 - CONVERTIBLE NOTES - Summary of Convertible Notes (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Oct. 09, 2020 | Oct. 08, 2020 | Mar. 12, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Aug. 31, 2020 | Aug. 18, 2020 | Jul. 17, 2020 | Feb. 19, 2020 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 18, 2021 | Jul. 24, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Dec. 09, 2020 | Nov. 18, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Nov. 18, 2019 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 697,500 | $ 697,500 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 668,500 | 263,950 | 668,500 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 29,000 | 11,250 | 29,000 | ||||||||||||||||||||||||
Payments of Debt Issuance Costs | 30,932 | 75,849 | |||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 233,018 | $ 592,651 | |||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Dec. 09, 2019 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 09, 2020 | Dec. 09, 2022 | |||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 11,188 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 211,500 | $ 65,312 | |||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Nov. 18, 2019 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2020 | Aug. 18, 2020 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 68,500 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 6,500 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 3,763 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 228,333 | $ 64,737 | |||||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 235,000 | $ 85,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 76,500 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 8,500 | ||||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Jan. 08, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 08, 2021 | Jan. 08, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 121,500 | $ 40,500 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 36,500 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 4,000 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 1,508 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 109,500 | $ 34,992 | |||||||||||||||||||||||||
Auctus Fund [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Dec. 31, 2019 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 75,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 15,658 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 59,342 | ||||||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Feb. 13, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 13, 2021 | Feb. 13, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 50,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 6,508 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,492 | ||||||||||||||||||||||||||
Fidelis Capital [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Feb. 19, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 19, 2021 | Feb. 19, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 50,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 6,513 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,487 | ||||||||||||||||||||||||||
Armada Capital Partners L L C [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Mar. 12, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 12, 2021 | Mar. 12, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 35,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 3,500 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 2,008 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 32,992 | ||||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Jul. 17, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 17, 2021 | Jul. 17, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 47,500 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 2,500 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 4,513 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 42,987 | ||||||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Jul. 23, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 23, 2021 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,500 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 36,500 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 4,000 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 2,208 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 34,292 | ||||||||||||||||||||||||||
Power Up Lending One [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Jul. 24, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 24, 2021 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 130,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 130,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 13,921 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 116,079 | ||||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Aug. 18, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2021 | Aug. 18, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 63,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 8,061 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 54,939 | ||||||||||||||||||||||||||
Jefferson Street One [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Sep. 01, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 01, 2021 | Sep. 01, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 82,500 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 75,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 7,500 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 6,051 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 68,949 | ||||||||||||||||||||||||||
First Fire Global One [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Sep. 01, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 01, 2021 | Jun. 01, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 75,000 | |||||||||||||||||||||||||
Long-Term Debt, Gross | 71,250 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 3,750 | ||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 9,752 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 61,498 | ||||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Oct. 08, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 08, 2021 | Oct. 08, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 55,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
East Capital Two [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Oct. 09, 2020 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 09, 2021 | Oct. 09, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 62,700 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 62,700 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | |||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 7,708 | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 54,992 | ||||||||||||||||||||||||||
Total [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 275,200 |
NOTE 9 - CONVERTIBLE NOTES PAYA
NOTE 9 - CONVERTIBLE NOTES PAYABLE - Derivative Liability (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Convertible Notes Payable, Current | $ 438,921 | |||
Debt Conversion, Original Debt, Amount | 275,200 | |||
Amortization of Debt Issuance Costs and Discounts | 75,075 | |||
Debt Instrument, Increase, Accrued Interest | 24,562 | |||
Conversion of Stock, Amount Converted | $ (183,752) | 183,752 | $ 309,894 | |
Interest on Convertible Debt, Net of Tax | 8,538 | |||
[custom:PrepaymentOFNotePrincipal] | 559,782 | |||
Financing Interest Expense | 29,390 | |||
Unrealized Gain (Loss) on Derivatives | 64,584 | |||
Conversion Of Note Principal [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion of Stock, Amount Converted | 166,464 | |||
M F N Principal [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 15,000 |
NOTE 9 - CONVERTIBLE NOTES - _2
NOTE 9 - CONVERTIBLE NOTES - Summary of Prepaid Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | $ 559,782 | |
Deposit Liabilities, Accrued Interest | 29,390 | |
Repayments of Debt | 559,782 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 29,390 | |
Convertible Notes Payable, Current | $ 438,921 | |
Repayments of Convertible Debt | 821,969 | |
Debt Securities, Gain (Loss) | 232,796 | |
Crown Bridge Partners [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 1,082 | |
Deposit Liabilities, Accrued Interest | $ 2,641 | |
Debt Instrument, Call Date, Latest | Dec. 09, 2020 | |
Repayments of Debt | $ 1,082 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 2,641 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 72,500 | |
Debt Securities, Gain (Loss) | 26,732 | |
Crown Bridge Partners Two [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 40,500 | |
Deposit Liabilities, Accrued Interest | $ 1,545 | |
Debt Instrument, Call Date, Latest | Dec. 09, 2020 | |
Repayments of Debt | $ 40,500 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 1,545 | |
Convertible Notes Payable, Current | ||
E M A Financial [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 50,000 | |
Deposit Liabilities, Accrued Interest | $ 1,990 | |
Debt Instrument, Call Date, Latest | Dec. 09, 2020 | |
Repayments of Debt | $ 50,000 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 1,990 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 72,800 | |
Debt Securities, Gain (Loss) | 20,810 | |
Power Up Lending One [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 130,000 | |
Deposit Liabilities, Accrued Interest | $ 6,491 | |
Debt Instrument, Call Date, Latest | Jan. 22, 2021 | |
Repayments of Debt | $ 130,000 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 6,491 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 190,925 | |
Debt Securities, Gain (Loss) | 54,434 | |
Power Up Lending Two [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 63,000 | |
Deposit Liabilities, Accrued Interest | $ 3,042 | |
Debt Instrument, Call Date, Latest | Feb. 10, 2021 | |
Repayments of Debt | $ 63,000 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 3,042 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 92,380 | |
Debt Securities, Gain (Loss) | 26,338 | |
East Capital Investment Corporation [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 62,700 | |
Deposit Liabilities, Accrued Interest | $ 3,114 | |
Debt Instrument, Call Date, Latest | Apr. 07, 2021 | |
Repayments of Debt | $ 62,700 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 3,114 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 87,467 | |
Debt Securities, Gain (Loss) | 21,652 | |
Power Up Lending Three [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 55,000 | |
Deposit Liabilities, Accrued Interest | $ 2,746 | |
Debt Instrument, Call Date, Latest | Apr. 07, 2021 | |
Repayments of Debt | $ 55,000 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 2,746 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 80,797 | |
Debt Securities, Gain (Loss) | 23,051 | |
Jefferson Street [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 82,500 | |
Deposit Liabilities, Accrued Interest | $ 4,097 | |
Debt Instrument, Call Date, Latest | Mar. 01, 2021 | |
Repayments of Debt | $ 82,500 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 4,097 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 116,975 | |
Debt Securities, Gain (Loss) | 30,378 | |
First Fire Global [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:BeginningPrincipleBalanceAfterNoteConversion] | 75,000 | |
Deposit Liabilities, Accrued Interest | $ 3,724 | |
Debt Instrument, Call Date, Latest | Mar. 01, 2021 | |
Repayments of Debt | $ 75,000 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 3,724 | |
Convertible Notes Payable, Current | ||
Repayments of Convertible Debt | 108,125 | |
Debt Securities, Gain (Loss) | $ 29,401 |
NOTE 9 - CONVERTIBLE NOTES - Sc
NOTE 9 - CONVERTIBLE NOTES - Schedule of Conversions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2020 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Dec. 13, 2020 | Oct. 22, 2020 | Sep. 18, 2020 | Sep. 08, 2020 | Sep. 02, 2020 | |
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 697,500 | |||||||||
Conversion of Stock, Amount Converted | $ (183,752) | 183,752 | $ 309,894 | |||||||
Interest on Convertible Debt, Net of Tax | $ 8,538 | |||||||||
E M A Conversion One [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Call Date, Earliest | Sep. 01, 2020 | |||||||||
Debt Instrument, Face Amount | $ 5,285 | |||||||||
Conversion of Stock, Amount Converted | 5,285 | |||||||||
Interest on Convertible Debt, Net of Tax | 5,154 | |||||||||
[custom:MFNPrincipalBalance-0] | ||||||||||
Debt Conversion, Converted Instrument, Amount | 10,439 | |||||||||
Clearance Fees | $ 1,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00812 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,408,800 | |||||||||
E M A Conversion Total [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Conversion of Stock, Amount Converted | $ 5,285 | |||||||||
Interest on Convertible Debt, Net of Tax | 5,154 | |||||||||
Debt Conversion, Converted Instrument, Amount | 10,439 | |||||||||
Clearance Fees | $ 1,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,408,800 | |||||||||
Auctus Conversion One [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Call Date, Earliest | Sep. 08, 2020 | |||||||||
Conversion of Stock, Amount Converted | $ 12,055 | |||||||||
Interest on Convertible Debt, Net of Tax | 73 | |||||||||
[custom:MFNPrincipalBalance-0] | ||||||||||
Debt Conversion, Converted Instrument, Amount | 12,128 | |||||||||
Clearance Fees | $ 750 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00510 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,525,000 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 33,295 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 21,240 | |||||||||
Auctus Conversion Two [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Call Date, Earliest | Sep. 18, 2020 | |||||||||
Conversion of Stock, Amount Converted | $ 15,233 | |||||||||
Interest on Convertible Debt, Net of Tax | 58 | |||||||||
[custom:MFNPrincipalBalance-0] | ||||||||||
Debt Conversion, Converted Instrument, Amount | 15,291 | |||||||||
Clearance Fees | $ 750 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00510 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,145,300 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 21,240 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 6,007 | |||||||||
Auctus Conversion Three [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Call Date, Earliest | Sep. 29, 2020 | |||||||||
Conversion of Stock, Amount Converted | $ 6,007 | |||||||||
Interest on Convertible Debt, Net of Tax | 18 | |||||||||
[custom:MFNPrincipalBalance-0] | $ 11,082 | |||||||||
Debt Conversion, Converted Instrument, Amount | 17,107 | |||||||||
Clearance Fees | $ 750 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00480 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,720,200 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 6,007 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | ||||||||||
Auctus Conversion Four [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Call Date, Earliest | Oct. 22, 2020 | |||||||||
Conversion of Stock, Amount Converted | ||||||||||
Interest on Convertible Debt, Net of Tax | ||||||||||
[custom:MFNPrincipalBalance-0] | $ 3,918 | |||||||||
Debt Conversion, Converted Instrument, Amount | 3,918 | |||||||||
Clearance Fees | $ 750 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00216 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,161,240 | |||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | ||||||||||
Auctus Conversion Total [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Conversion of Stock, Amount Converted | $ 33,295 | |||||||||
Interest on Convertible Debt, Net of Tax | 149 | |||||||||
[custom:MFNPrincipalBalance-0] | $ 15,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | 48,444 | |||||||||
Clearance Fees | $ 3,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,551,740 | |||||||||
Auctus Capital Partners [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||
Conversion of Stock, Amount Converted | 6,007 | |||||||||
[custom:MFNPrincipalBalance-0] | $ 15,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 17,107 | |||||||||
Shares Issued, Price Per Share | $ 0.0048 | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60% | |||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 0.1 | |||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 0 | $ 75,000 |
NOTE 9 - CONVERTIBLE NOTES - _3
NOTE 9 - CONVERTIBLE NOTES - Schedule of Conversions Continued (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Oct. 06, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Sep. 22, 2020 | Sep. 09, 2020 | Sep. 08, 2020 | Sep. 01, 2020 | |
Short-Term Debt [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | $ (183,752) | $ 183,752 | $ 309,894 | ||||||||
Interest on Convertible Debt, Net of Tax | 8,538 | ||||||||||
Debt Instrument, Face Amount | $ 697,500 | ||||||||||
East Capital Conversion One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 08, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 26,600 | ||||||||||
Conversion of Stock, Amount Converted | $ 13,300 | ||||||||||
Interest on Convertible Debt, Net of Tax | 250 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 13,550 | ||||||||||
Clearance Fees | |||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 13,300 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01020 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,328,431 | ||||||||||
East Capital Conversion Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 25, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 13,300 | ||||||||||
Conversion of Stock, Amount Converted | $ 13,300 | ||||||||||
Interest on Convertible Debt, Net of Tax | 129 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 13,429 | ||||||||||
Clearance Fees | |||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00960 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,398,854 | ||||||||||
Mobile application product [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | $ 26,600 | ||||||||||
Interest on Convertible Debt, Net of Tax | 379 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 26,979 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,727,285 | ||||||||||
Fidelis Capital Conversion One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 01, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 41,000 | ||||||||||
Conversion of Stock, Amount Converted | $ 25,671 | ||||||||||
Interest on Convertible Debt, Net of Tax | |||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 25,671 | ||||||||||
Clearance Fees | |||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 15,329 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01218 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,107,648 | ||||||||||
Fidelis Capital Conversion Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 09, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 15,329 | ||||||||||
Conversion of Stock, Amount Converted | $ 15,329 | ||||||||||
Interest on Convertible Debt, Net of Tax | 2,605 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 17,934 | ||||||||||
Clearance Fees | |||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01020 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,758,257 | ||||||||||
Fidelis Capital Conversion Total [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | $ 41,000 | ||||||||||
Interest on Convertible Debt, Net of Tax | 2,605 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 43,605 | ||||||||||
Clearance Fees | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,865,905 | ||||||||||
Armada Conversion One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 25, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 25,500 | ||||||||||
Conversion of Stock, Amount Converted | $ 13,000 | ||||||||||
Interest on Convertible Debt, Net of Tax | 213 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 13,213 | ||||||||||
Clearance Fees | $ 500 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01020 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,344,363 | ||||||||||
Debt Instrument, Face Amount | $ 12,500 | ||||||||||
Armada Conversion Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Oct. 06, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 12,500 | ||||||||||
Conversion of Stock, Amount Converted | $ 12,500 | ||||||||||
Interest on Convertible Debt, Net of Tax | 38 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 12,538 | ||||||||||
Clearance Fees | $ 500 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00960 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,358,145 | ||||||||||
Debt Instrument, Face Amount | |||||||||||
Armada Conversion Total [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | $ 25,500 | ||||||||||
Interest on Convertible Debt, Net of Tax | 251 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 25,751 | ||||||||||
Clearance Fees | $ 1,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,702,508 | ||||||||||
Crown Bridge Tranche I One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 08, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 20,867 | ||||||||||
Conversion of Stock, Amount Converted | $ 6,400 | ||||||||||
Interest on Convertible Debt, Net of Tax | |||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 6,400 | ||||||||||
Clearance Fees | $ 1,250 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 14,467 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00765 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | ||||||||||
Crown Bridge Tranche I Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Sep. 22, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 14,467 | ||||||||||
Conversion of Stock, Amount Converted | $ 5,635 | ||||||||||
Interest on Convertible Debt, Net of Tax | |||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 5,635 | ||||||||||
Clearance Fees | $ 1,250 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 8,832 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00765 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 900,000 | ||||||||||
Crown Bridge Tranche I Three [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt Instrument, Call Date, Earliest | Oct. 01, 2020 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Held-to-Maturity Debt Securities, Acquired During Period, at Acquisition, at Fair Value | $ 8,832 | ||||||||||
Conversion of Stock, Amount Converted | $ 7,750 | ||||||||||
Interest on Convertible Debt, Net of Tax | |||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 7,750 | ||||||||||
Clearance Fees | $ 1,250 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Outstanding Balance | $ 1,082 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00720 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,250,000 | ||||||||||
Crown Bridge Tranche I Total [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | $ 19,785 | ||||||||||
[custom:MFNPrincipalBalance-0] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 19,785 | ||||||||||
Clearance Fees | $ 3,750 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,150,000 |
NOTE 9 - CONVERTIBLE NOTES - _4
NOTE 9 - CONVERTIBLE NOTES - Summary of Converted and Prepaid Convertible Notes (Details) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||
Aug. 31, 2021 | Aug. 18, 2021 | Jul. 24, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 28, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Dec. 09, 2020 | Nov. 30, 2020 | Nov. 18, 2020 | Oct. 08, 2020 | Aug. 31, 2020 | Aug. 30, 2020 | Aug. 18, 2020 | Jul. 17, 2020 | Mar. 12, 2020 | Feb. 19, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Nov. 18, 2019 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | $ 1,002,700 | ||||||||||||||||||||||||
Convertible note, principal converted | $ 166,464 | $ 276,454 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 275,200 | $ 284,582 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 697,500 | ||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 85,000 | ||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 90,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 5,285 | 84,716 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note, principal converted | 85,000 | ||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 85,000 | $ 235,000 | |||||||||||||||||||||||
Auctus Fund [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 90,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 48,295 | 41,705 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 40,500 | ||||||||||||||||||||||||
Convertible note, principal converted | 19,785 | 19,633 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 1,082 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,500 | $ 121,500 | |||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 26,600 | 23,400 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Fidelis Capital [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | 41,000 | $ 9,000 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Armada Capital Partners L L C [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 38,500 | ||||||||||||||||||||||||
Convertible note, principal converted | 25,500 | 13,000 | |||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 40,500 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 40,500 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,500 | ||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 50,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 50,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Power Up Lending One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 130,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 130,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 130,000 | ||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 63,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 63,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||
East Capital Investment Corporation Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 62,700 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 62,700 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | |||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 55,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 55,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | ||||||||||||||||||||||||
Jefferson Street [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 82,500 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 82,500 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | |||||||||||||||||||||||||
First Fire Global [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Increase (Decrease) in Notes Payable, Current | 75,000 | ||||||||||||||||||||||||
Convertible note, principal converted | |||||||||||||||||||||||||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 75,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount |
NOTE 9 _ CONVERTIBLE NOTES (Det
NOTE 9 – CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 09, 2020 | Oct. 08, 2020 | Mar. 12, 2020 | Feb. 13, 2020 | Jan. 08, 2020 | Dec. 13, 2019 | Sep. 29, 2020 | Aug. 31, 2020 | Aug. 18, 2020 | Jul. 23, 2020 | Jul. 17, 2020 | Feb. 19, 2020 | May 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 18, 2021 | Jul. 23, 2021 | Jul. 17, 2021 | Mar. 12, 2021 | Feb. 19, 2021 | Feb. 13, 2021 | Jan. 08, 2021 | Dec. 13, 2020 | Dec. 09, 2020 | Nov. 18, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Nov. 18, 2019 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 697,500 | $ 697,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 233,018 | 592,651 | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Offering Date | 30% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 64,584 | ||||||||||||||||||||||||||||
Peak One Opportunity Fund [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 211,500 | $ 65,312 | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 76,500 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 65,312 | ||||||||||||||||||||||||||||
Legal Fees | $ 11,188 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 09, 2020 | Dec. 09, 2022 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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. | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,096,846 | ||||||||||||||||||||||||||||
Risk Free Interest [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.06% | ||||||||||||||||||||||||||||
Volatility Rate Minimum [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 66.25% | ||||||||||||||||||||||||||||
Income Taxes Details Narrative | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 66.30% | ||||||||||||||||||||||||||||
E M A Financial [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 250,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 228,333 | $ 64,737 | |||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 21,667 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 75,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 68,500 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 64,737 | ||||||||||||||||||||||||||||
Legal Fees | $ 3,763 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2020 | Aug. 18, 2020 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Short-Term Debt, Percentage Bearing Variable Interest Rate | 24% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 30,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.5 | ||||||||||||||||||||||||||||
[custom:WarrantSharesExercisedPercent-0] | 100% | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 45,851,221 | ||||||||||||||||||||||||||||
Peak One [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 235,000 | $ 85,000 | |||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 23,500 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 85,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 10,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||||||||||||||||||||
[custom:WarrantSharesExercisedPercent-0] | 100% | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,720,326 | ||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 121,500 | $ 40,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 109,500 | $ 34,992 | |||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 12,000 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 40,500 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 36,500 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 34,992 | ||||||||||||||||||||||||||||
Legal Fees | $ 1,508 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 08, 2021 | Jan. 08, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,680 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.5 | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | 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 | ||||||||||||||||||||||||||||
Crown Bridge Partners Two [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,500 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 34,292 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 50,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 47,500 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 42,987 | ||||||||||||||||||||||||||||
Legal Fees | $ 4,513 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 23, 2021 | ||||||||||||||||||||||||||||
Auctus Capital Partners [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 0 | $ 75,000 | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 75,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 59,342 | ||||||||||||||||||||||||||||
Legal Fees | $ 15,658 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2020 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Short-Term Debt, Percentage Bearing Variable Interest Rate | 24% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 17,107 | ||||||||||||||||||||||||||||
East Capital Investment Corporation [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,492 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 50,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 50,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 43,492 | ||||||||||||||||||||||||||||
Legal Fees | $ 6,508 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 13, 2021 | Feb. 13, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 43,487 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 50,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 50,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 43,487 | ||||||||||||||||||||||||||||
Legal Fees | $ 6,513 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 19, 2021 | Feb. 19, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 L L C [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,500 | $ 38,500 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 32,992 | ||||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 3,500 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 38,500 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 35,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 32,992 | ||||||||||||||||||||||||||||
Legal Fees | $ 2,008 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 12, 2021 | Mar. 12, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,200 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | ||||||||||||||||||||||||||||
E M A Financial Two [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 42,987 | ||||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 2,500 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 50,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 47,500 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 42,987 | ||||||||||||||||||||||||||||
Legal Fees | $ 4,513 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 17, 2021 | Jul. 17, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | 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 | ||||||||||||||||||||||||||||
Power Up Lending [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 130,000 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 130,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 130,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 116,079 | ||||||||||||||||||||||||||||
Legal Fees | $ 13,921 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 24, 2021 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features | ||||||||||||||||||||||||||||
Power Up Lending Two [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 54,939 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 63,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 63,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 54,939 | ||||||||||||||||||||||||||||
Legal Fees | $ 8,061 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2021 | Aug. 18, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. The convertible note has prepayment and conversion features | ||||||||||||||||||||||||||||
Jefferson Street One [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 82,500 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 68,949 | ||||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 7,500 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 82,500 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 75,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 68,949 | ||||||||||||||||||||||||||||
Legal Fees | $ 6,051 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 01, 2021 | Sep. 01, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid. | ||||||||||||||||||||||||||||
First Fire Global One [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 75,000 | $ 75,000 | |||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 61,498 | ||||||||||||||||||||||||||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 3,750 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 75,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 71,250 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 61,498 | ||||||||||||||||||||||||||||
Legal Fees | $ 9,752 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 01, 2021 | Jun. 01, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | 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. | ||||||||||||||||||||||||||||
Power Up Lending Three [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 55,000 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 55,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 47,579 | ||||||||||||||||||||||||||||
Legal Fees | $ 7,421 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 08, 2021 | Oct. 08, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. | ||||||||||||||||||||||||||||
Debt Default, Short-Term Debt, Description of Violation or Event of Default | Upon an event of default, the interest rate will be equal to the 22.0% per annum from the due date thereof until the same is paid | ||||||||||||||||||||||||||||
East Capital Two [Member] | |||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 62,700 | ||||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 54,992 | ||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 62,700 | ||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | 62,700 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Medium-term Notes | 54,992 | ||||||||||||||||||||||||||||
Legal Fees | $ 7,708 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 09, 2021 | Oct. 09, 2021 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10% | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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) 60.0% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading immediately preceding the Conversion Date. |
NOTE 10 - WARRANTS - Summary of
NOTE 10 - WARRANTS - Summary of Warrants (Details) - USD ($) | Aug. 31, 2021 | Jan. 06, 2021 | Dec. 28, 2020 | Dec. 21, 2020 | Nov. 20, 2020 | Nov. 11, 2020 | Nov. 05, 2020 | Oct. 29, 2020 | Oct. 19, 2020 | Oct. 12, 2020 | Oct. 08, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | Sep. 22, 2020 | Sep. 14, 2020 | Sep. 09, 2020 | Sep. 08, 2020 | Aug. 31, 2020 | Aug. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Aug. 04, 2020 | Jul. 29, 2020 | Jul. 23, 2020 | Jul. 21, 2020 | Jul. 20, 2020 |
Peak One Cashless Exercise One [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 100,000 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 250,358 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 250,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Two [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 92,489 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 250,358 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 250,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Three [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 84,979 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 250,358 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 250,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Four [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 77,468 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 250,358 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 250,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Five [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 69,957 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 250,358 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 250,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 7,511 | |||||||||||||||||||||||||
Peak One Cashless Exercise Six [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 62,446 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 500,715 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 500,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,021 | |||||||||||||||||||||||||
Peak One Cashless Exercise Seven [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 47,425 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 3% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 500,715 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 500,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,021 | |||||||||||||||||||||||||
Peak One Cashless Exercise Eight [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 32,403 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 2.05% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 500,489 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 500,000 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 10,260 | |||||||||||||||||||||||||
Peak One Cashless Exercise Nine [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 22,143 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 2.05% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 500,489 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 500,000 | |||||||||||||||||||||||||
Peak One Cashless Exercise Ten [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 11,883 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 2.05% | |||||||||||||||||||||||||
Share Price | $ 21 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 470,786 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 470,326 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 9,651 | |||||||||||||||||||||||||
Peak One Cashless Exercise Total [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 3,724,984 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,720,326 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 97,768 | |||||||||||||||||||||||||
Peak One Cashless Exercise Eleven [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 75,000 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 1.672% | |||||||||||||||||||||||||
Share Price | $ 10 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 750,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 748,746 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 12,540 | |||||||||||||||||||||||||
Peak One Cashless Exercise Twelve [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 62,460 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.609% | |||||||||||||||||||||||||
Share Price | $ 0.068 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 2,564,039 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,344,407 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,615 | |||||||||||||||||||||||||
Peak One Cashless Exercise Thirteen [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 46,845 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.609% | |||||||||||||||||||||||||
Share Price | $ 0.068 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 2,564,039 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,344,407 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,615 | |||||||||||||||||||||||||
Peak One Cashless Exercise Fourteen [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 31,230 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.609% | |||||||||||||||||||||||||
Share Price | $ 0.068 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 5,128,079 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 4,668,814 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 31,230 | |||||||||||||||||||||||||
Peak One Cashless Exercise Total Two [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 11,006,157 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 10,086,374 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 75,000 | |||||||||||||||||||||||||
E M A Cashless Exercise One [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 375,000 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 17 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 2,400,002 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,398,856 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 19,488 | |||||||||||||||||||||||||
E M A Cashless Exercise Two [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 355,512 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 17 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 2,950,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,948,951 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 23,954 | |||||||||||||||||||||||||
E M A Exercise Three [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 331,558 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 10 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 3,400,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,397,239 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 27,608 | |||||||||||||||||||||||||
E M A Cashless Exercise Four [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 303,950 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 10 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 3,600,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,597,077 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 29,232 | |||||||||||||||||||||||||
E M A Cashless Exercise Five [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 274,718 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 10 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 4,150,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 4,146,630 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 33,698 | |||||||||||||||||||||||||
E M A Cashless Exercise Six [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 241,020 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 6.50 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 4,600,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 4,594,254 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 37,352 | |||||||||||||||||||||||||
E M A Cashless Exercise Seven [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 203,668 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 6.50 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 4,800,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 4,794,004 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 38,976 | |||||||||||||||||||||||||
E M A Cashless Exercise Eight [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 164,692 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 2.02 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 5,200,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 5,179,097 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 42,224 | |||||||||||||||||||||||||
E M A Cashless Exercise Nine [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 122,468 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 0.60 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 5,500,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 5,425,567 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 44,660 | |||||||||||||||||||||||||
E M A Cashless Exercise Ten [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 77,808 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 0.43 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 5,700,000 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 5,592,363 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 46,284 | |||||||||||||||||||||||||
E M A Cashless Exercise Eleven [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:AntiDilutionValueWTS-0] | $ 31,524 | |||||||||||||||||||||||||
[custom:AntiDilutionBasePrice-0] | 0.812% | |||||||||||||||||||||||||
Share Price | $ 0.30 | |||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 3,882,264 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,777,184 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 31,524 | |||||||||||||||||||||||||
E M A Cashless Exercise Total [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
[custom:NumberWTSSharesElectedForPurchase-0] | 46,182,266 | |||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 45,851,222 | |||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 375,000 |
NOTE 10 - WARRANTS - Schedule o
NOTE 10 - WARRANTS - Schedule of Warrant Summary (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Original Shares Issued [Member] | ||
Short-Term Debt [Line Items] | ||
Class of Warrant or Right, Outstanding | 793,920 | |
Adjustment of Warrants Granted for Services | ||
[custom:WarrantsExercisedForfeitedExpired] | 793,920 | |
Class of Warrant or Right, Unissued | ||
Anti Dilution Adjusted [Member] | ||
Short-Term Debt [Line Items] | ||
Class of Warrant or Right, Outstanding | 68,163,661 | |
Adjustment of Warrants Granted for Services | ||
[custom:WarrantsExercisedForfeitedExpired] | 68,163,661 | |
Class of Warrant or Right, Unissued |
NOTE 10 _ WARRANTS (Details Nar
NOTE 10 – WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||||
Mar. 12, 2020 | Jan. 08, 2020 | Dec. 09, 2019 | Jul. 30, 2020 | Jul. 23, 2020 | Jan. 17, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | |
Peak One Warrant Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | $ 750,000 | ||||||||
Warrants and Rights Outstanding, Term | 24 months | ||||||||
E M A Financial Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | $ 106,540 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 10 months 20 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.89% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 58.11% | ||||||||
Peak One Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | 39,515 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 9 months 10 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.89% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 57.51% | ||||||||
Crown Bridge Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | 17,443 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 10 months 9 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.5 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.89% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 57.97% | ||||||||
Armada [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | $ 12,341 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 9 months 10 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.5 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.29% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 61.54% | ||||||||
Crown Bridge Warrant Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | $ 126,112 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 10 months 24 days | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00905 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.28% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 55.33% | ||||||||
Peak One Warrant Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Fair Value Disclosure | $ 45,722 | ||||||||
Warrants and Rights Outstanding, Term | 4 years 11 months 1 day | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.1 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.27% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 55.29% |
NOTE 11 - FAIR VALUE MEASUREMEN
NOTE 11 - FAIR VALUE MEASUREMENTS - Measured on a Recurring Basis (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability |
NOTE 11 - FAIR VALUE MEASUREM_2
NOTE 11 - FAIR VALUE MEASUREMENTS - Schedule of Fair Value Summary (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Short-Term Debt [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 74,187 | ||||||
Increase (Decrease) in Derivative Assets and Liabilities | 136,321 | 33,490 | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 18,439 | 58,090 | $ (64,584) | $ (64,584) | $ 64,584 | ||
Derivative Liabilities [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | $ 45,490 | $ 163,371 | $ 64,584 |
NOTE 12_ RELATED PARTY TRANSA_2
NOTE 12– RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 11, 2020 | Aug. 29, 2020 | Sep. 30, 2019 | May 31, 2022 | May 31, 2021 | Nov. 30, 2019 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Jan. 01, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 256,000 | $ (51,200) | $ 2,056,000 | $ 102,400 | $ 115,091 | $ 448,343 | |||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 261,111 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Guangzhou Shengshituhua Film [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Acquired Finite-Lived Intangible Asset, Weighted-Average Period before Renewal or Extension | 5 years | 5 years | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 01, 2017 | Jun. 01, 2017 | |||||||||
Payments to Acquire Productive Assets | $ 500,000 | $ 500,000 | |||||||||
[custom:RoyaltyPercentageRate] | 20% | 20% | |||||||||
Royalty Expense | $ 0 | $ 15,360 | $ 0 | $ 30,720 | $ 25,600 | $ 61,440 | |||||
Jianli Deng [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Related Party Tax Expense, Due to Affiliates, Current | $ 110,000 | ||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 130,556 | ||||||||||
Lijun Yu [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Related Party Tax Expense, Due to Affiliates, Current | $ 110,000 | ||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 147,222 | ||||||||||
Linquing Ye [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Related Party Tax Expense, Due to Affiliates, Current | $ 120,000 | ||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 147,222 | ||||||||||
Chief Executive Officer Amended [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Accrued Salaries, Current | $ 180,000 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 100,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to Employees | 180,000 | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 50,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 30,100 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to Employees | 25,000 | 15,000 | |||||||||
Chief Investment Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to Employees | 55,685 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 7,527 | ||||||||||
Five Executives [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 169,768 | ||||||||||
Youall Perform Services L T D [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 141,143 | |||||||||
Accounts Receivable, Related Parties | $ 1,439 | $ 87,581 | |||||||||
Capitalized Computer Software, Additions | $ 128,000 | ||||||||||
Payments to Develop Software | $ 108,800 | ||||||||||
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Outstanding Balance | $ 19,200 | ||||||||||
Guangzhou Yuezhi Computer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance, Premium, Percentage Assumed to Net | 10% | ||||||||||
Capitalized Computer Software, Additions | $ 128,000 | ||||||||||
Payments to Develop Software | $ 108,800 | $ 108,800 |
NOTE 13 _ STOCKHOLDERS_ EQUITY
NOTE 13 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Aug. 31, 2021 | May 31, 2022 | Feb. 28, 2022 | Aug. 31, 2020 | Jun. 30, 2020 | Jan. 17, 2020 | Dec. 09, 2019 | |
Class of Stock [Line Items] | |||||||
Common Stock, Shares, Issued | 226,589,735 | 327,841,919 | 46,661,417 | ||||
Common Stock, Shares Held in Employee Trust, Shares | 559 | 520 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,406,238 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,407,922 | ||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 261,111 | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Dividends Payable, Current | $ 1,834 | $ 5,119 | |||||
Shares Issued At. 0140 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 19,000,000 | ||||||
Shares Issued, Price Per Share | $ 0.0140 | ||||||
Shares Issued At. 0715 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 4,000,000 | ||||||
Shares Issued, Price Per Share | $ 0.0715 | ||||||
Put Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.015312 | $ 20,500 | |||||
[custom:PutSharesIssuedForCashShares] | 31,646,633 | ||||||
Put Shares 2 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.014256 | $ 0.02719 | |||||
Put Shares 3 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.01452 | ||||||
Put Shares 4 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.077528 | ||||||
Put Shares 5 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.09856 | ||||||
Put Shares 6 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.11 | ||||||
Put Shares 7 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.0715 | ||||||
Put Shares 8 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.0563 | ||||||
Put Shares 9 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.0528 | ||||||
Put Shares 10 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.04875 | ||||||
Put Shares 11 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | 0.05764 | ||||||
Put Shares 12 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.0344 | ||||||
Peak One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 750,000 | 10,000 | |||||
E M A Financial [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 30,000 | ||||||
Series A Preferred [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 100,000 | 0 | |||||
[custom:StockIssuedDuringPeriodPreferredStockShares] | 100,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.001 | ||||||
Series B Preferred [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 20,000 | 0 | |||||
[custom:StockIssuedDuringPeriodPreferredStockShares] | 20,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16 | ||||||
Series C Preferred [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,140,360 | ||||||
[custom:StockIssuedDuringPeriodPreferredStockShares] | 280,025 | ||||||
[custom:DividendExpense-0] | $ 16,801 | ||||||
Dividends Payable, Current | $ 0 | ||||||
Series D Preferred [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 17,388,277 | ||||||
[custom:StockIssuedDuringPeriodPreferredStockShares] | 798 | ||||||
[custom:DividendExpense-0] | $ 9,034 | ||||||
Dividends Payable, Current | $ 1,834 |
NOTE 14 - INCOME TAXES - Schedu
NOTE 14 - INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,246,974 | $ 871,681 | $ 447,765 |
Deferred Tax Assets, Valuation Allowance | 1,246,974 | 871,681 | 447,765 |
Deferred Tax Assets, Net of Valuation Allowance |
NOTE 14 - INCOME TAXES - Sche_2
NOTE 14 - INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 9 Months Ended | 12 Months Ended | ||||
May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Federal statutory tax rate | 21% | 21% | 21% | 21% | 21% | 35% |
Change in valuation allowance | (21.00%) | (21.00%) | (21.00%) | (21.00%) | ||
Effective tax rate | 0% | 0% | 0% | 0% |
NOTE 14 _ INCOME TAXES (Details
NOTE 14 – INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | 21% | 21% | 35% | ||
Deferred Tax Assets, Valuation Allowance | $ 1,246,974 | $ 1,246,974 | $ 871,681 | $ 447,765 | ||||
Net Income (Loss) Attributable to Parent | $ 1,169,662 | $ 1,079,872 | $ 1,769,767 | $ 2,601,535 | $ 3,608,097 | $ 1,523,071 | ||
Hong Kong Tax Rate [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 16.50% |
NOTE 15 _ CONCENTRATION RISK (D
NOTE 15 – CONCENTRATION RISK (Details Narrative) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 89% | 69% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 100% |
NOTE 16 - COMMITMENTS AND CONTI
NOTE 16 - COMMITMENTS AND CONTINGENCIES - Lease Costs (Details) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Short-Term Lease Commitment, Amount | $ 1,171,693 | $ 48,822 |
[custom:TotalLeasePayment-0] | 48,822 | |
Receivable with Imputed Interest, Discount | (21,780) | (596) |
Operating Lease, Liability | 1,149,914 | 48,226 |
Deferred Costs, Leasing, Net, Current | 229,014 | 48,226 |
Deferred Costs, Leasing, Net, Noncurrent | $ 920,900 | $ 0 |
NOTE 16 _ COMMITMENTS AND CON_3
NOTE 16 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Operating Leases, Rent Expense, Net | $ 82,527 | $ 21,612 | $ 135,648 | $ 69,905 | $ 92,981 | $ 79,488 |
Short-Term Lease Commitment, Amount | $ 1,171,693 | 1,171,693 | 48,822 | |||
Other Commitment, to be Paid, Year One | 48,822 | |||||
Lease, Cost | $ 215,604 | $ 71,665 | $ 94,570 |