The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated
financial statements.
The accompanying
notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING
POLICIES AND GOING CONCERN
Nature of Business Operations
Cine-Source Entertainment, Inc. (the “Old
Corporation”) a Colorado corporation, was formed on July 29, 1988. Pursuant to a Plan of Merger dated February 24, 2004,
the Old Corporation filed Articles and Certificate of Merger with the Secretary of State of the State of Colorado merging the Old
Corporation into Cine-Source Entertainment, Inc. (the “Surviving Corporation”), a Colorado corporation. A previous
controlling stockholder group of the Old Corporation arranged the merger for business reasons that did not materialize. On April
26, 2004, the Surviving Corporation effectuated a 1 for 200 reverse stock split. The name of the Surviving Corporation was changed
to First Quantum Ventures, Inc., on April 27, 2004. On April 13, 2006, the Surviving Corporation formed a wholly owned subsidiary,
a Nevada corporation named First Quantum Ventures, Inc., and on May 5, 2006 merged the Surviving Corporation with and into this
subsidiary.
On March 15, 2012, the Company changed
its name to DiMi Telematics International, Inc.
On April 16, 2012, the Company issued a
1 for 1 stock dividend to current stockholders whereby the Company issued an additional 33,959,744 shares of common stock. On
May 16, 2012, the Company issued an additional 1 for 1 stock dividend to current stockholders whereby an additional 71,286,155
shares were issued. The dividends were also applied to outstanding warrants. The Company has reflected the dividends
as splits, which have been retroactively reflected in the financial statements.
In early 2017, our management team elected
to suspend further investment and working capital on developing the Company’s technology and business prospects, turning
its attention to prevailing new business opportunities in other high growth industries; namely the hemp-derived cannabidiol (“CBD”)
market. On March 10, 2017, the Company changed its name to Bespoke Extracts, Inc. to align the Company’s corporate identity
with its new business plan.
The Company is now focused on marketing and selling a proprietary line of premium, quality, all natural
CBD products in the forms of tinctures, capsules, drops and edibles for the nutraceutical and veterinary markets, which it introduced
in mid-2018. Produced using pure, all natural, zero-THC phytocannabinoid-rich (“PCR”) hemp-derived isolate, the Company
markets its products as dietary supplements through its retail ecommerce store found at www.bespokeextracts.com. In the future,
the Company also intends to sell its products through wholesale channels.
Principles of Consolidation
The accompanying financial statements present
on a consolidated basis the accounts of Bespoke Extracts, Inc. (formerly DiMi Telematics International, Inc.), a Nevada corporation
(the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain prior period amounts have been
reclassified to conform to current period presentation.
Major Customers
Sales to one customer, who is
the spouse of one of the Company’s significant shareholders, amounted to 24% of sales for the year ended August 31, 2018. The loss
of business from one or a combination of the Company’s significant customers, or an unexpected deterioration in their
financial condition, could adversely affect the Company’s operations.
Going Concern
The accompanying financial statements have been prepared assuming a continuation of the Company as a going
concern. The Company has reported a net loss of $7,609,558 for the year ended August 31, 2018 and had a working capital deficit
of $391,553 as of August 31, 2018. These conditions raise substantial doubt about our ability to continue as a going concern.
The Company’s ability to continue
as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is
no assurance that this series of events will be satisfactorily completed. The accompanying financial statements do not contain
any adjustments that may result from the outcome of this uncertainty.
Cash and Cash Equivalents
For purposes of these financial statements,
cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.
Concentrations of Credit Risk
Financial instruments and related items,
which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company
places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess
of the FDIC insurance limit
Intellectual Property
Intellectual property is stated at cost.
When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts
and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed
in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years
up to 15 years.
Inventory
Inventories are stated at the lower of
cost or net realizable value. Cost is determined by the first-in, first-out basis and market being determined as the lower of
replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable
inventory based upon assumptions about future demand and market conditions. As of August 31, 2018, inventory amounted to $61,857
which consisted of finished goods.
Income Taxes
The Company accounts for income taxes under
the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company records net deferred tax assets
to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company
considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected
future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred
tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize
deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation
allowance which would reduce the provision for income taxes.
The Company follows the accounting guidance
which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position
will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical
merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially
and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
Revenue Recognition
The Company recognizes revenue from product sales to customers,
distributors and resellers when products that do not require further services or installation by the Company are shipped, when
there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the
Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights
of return and other limited product and performance warranties for which provision has been made in the accompanying unaudited
condensed financial statements.
Amounts billed to customers in sales transactions related to
shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling
are included in cost of products sold.
The Company accounts for revenue in accordance with Topic 606
which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has
not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not
recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these
standards did not have a material impact on the Company’s consolidated statements of operations during the year ended August 31,
2018.
Stock Based Compensation
The Company accounts for all compensation
related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date for
employee awards and upon a commitment date or completion of services for nonemployee awards based on the value of the award and
is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued
using the market price of the stock on the date of the related agreement.
Net Loss per Share
Basic loss per share amounts are computed
based on net loss divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential
dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of
options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible
securities by the “if converted” method. Outstanding options, warrants and convertible debt were excluded
from the calculation of diluted loss per share during 2018 and 2017 because their inclusion would have been anti-dilutive.
Management Estimates
The presentation of financial statements
in conformity with generally accepted accounting principles 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 of the financial statements
and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
2. ASSET PURCHASE AGREEMENT
On February 21, 2017, the Company,
purchased all right, title, interest and goodwill in or associated with certain the domain names set forth in an asset
purchase agreement for a total of $20,185 in cash and 200,000 shares of the Company’s common stock valued at $30,000.
For the years ended August 31, 2018 and 2017 amortization expense amounted to $3,346 and $1,739, respectively. The domain
names are being amortized over a 15 year period.
3. NOTE PAYABLE – RELATED PARTY
On April 27, 2016, the Company issued our
CEO a 7% unsecured promissory note in the amount of $2,500 which matured six months from the date of issuance. On July 5, 2016,
the Company issued our CEO a 7% unsecured note in the amount of $3,000 which matured six months from date of issuance. On November
17, 2016, the Company repaid the principal amount of the notes, or $5,500.
The changes in these notes payable to this related party consisted of the following during the year ended
August 31, 2018 and the year ended August 31, 2017:
|
|
August 31,
2018
|
|
|
August 31,
2017
|
|
Notes payable – related party at beginning of period
|
|
$
|
50
|
|
|
$
|
5,500
|
|
Payments on notes payable – related party
|
|
|
-
|
|
|
|
(5,550
|
)
|
Borrowings on notes payable – related party
|
|
|
-
|
|
|
|
50
|
|
Note payable – related party at end of period
|
|
$
|
50
|
|
|
$
|
50
|
|
On February 14, 2017, the Company issued
to Lyle Hauser, the Company’s largest shareholder at the time, a 7% unsecured promissory note in the amount of $30,000 which
matured six months from the date of issuance. On May 31, 2018 the Company repaid the promissory note in the amount of $30,000 and
accrued interest of $2,811.
On May 17, 2016, the Company issued to
The Vantage Group Ltd. (“Vantage”), a significant shareholder at that time, a 7% unsecured promissory note in the amount
of $10,000 which had an original maturity of six months from the date of issuance. On August 15, 2016, the Company issued to Vantage
a 7% unsecured promissory note in the amount of $16,000 which had an original maturity of six months from the date of issuance.
On October 27, 2016, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $10,000 which had
an original maturity date of six months from the date of issuance. On November 14, 2016, the Company issued the same shareholder
a 7% unsecured promissory note in the amount of $80,000 which had an original maturity date of six months from the date of issuance.
On March 31, 2017, the Company issued the same shareholder a 7% unsecured promissory note in the amount of $7,000 which had an
original maturity date of six months from the date of issuance.
On April 17, 2017 the preceding notes issued to Vantage were amended to be convertible into common stock
and to mature on April 18, 2018. The convertible notes had a fixed conversion price of $0.008. The amendments to the notes created
a beneficial conversion feature of $123,000 and amortization of the discount of $123,000 during the year ended August 31, 2018.
The Company issued a total of 10,050,000 shares of common stock to convert $80,000 principal and$400 of accrued interest into common
stock and the remaining $43,000 was exchanged with an additional $2,000 of accrued interest to purchase assets of the Company.
The changes in notes payable to these
related parties consisted of the following during the year ended August 31, 2018 and 2017.
|
|
August 31,
2018
|
|
|
August 31, 2017
|
|
Notes payable – related party at beginning of period
|
|
$
|
153,000
|
|
|
$
|
26,000
|
|
Payments on notes payable – related party
|
|
|
(30,000
|
)
|
|
|
-
|
|
Conversion
|
|
|
(80,000
|
)
|
|
|
-
|
|
Exchange for purchase of Company assets
|
|
|
(43,000
|
)
|
|
|
-
|
|
Borrowings on notes payable – related party
|
|
|
-
|
|
|
|
127,000
|
|
Note payables – related party at end of period
|
|
$
|
-
|
|
|
$
|
153,000
|
|
4. CONVERTIBLE DEBENTURE – RELATED
PARTY
On April 11, 2017, the Company executed a $540,000 related party convertible debenture with an original
issue discount of $180,000. The note has a 0% interest rate and a term of two years. If the note is not paid in full on the due
date, the note will have a 0% interest rate until paid in full. In connection with the note, the Company issued the lender an aggregate
of 2,700,000 shares of common stock and 900,000 warrants. The relative fair value of the stock ($157,509) and warrants ($44,981)
aggregating $202,490 was recognized as a discount to the note. Amortization of $162,473 was recognized during the year ended August
31, 2018. The conversion price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of
the 30 days at date of conversion; not to be less than $1.00. In connection with the note the lender is entitled to receive greater
of 5% every dollar raised through financing or every dollar of revenue generated through the earlier of maturity date and repayment
of the principal. As of August 31, 2018 the Company has accrued $34,015.
|
|
August 31,
2018
|
|
|
August 31,
2017
|
|
Related Party Convertible debenture
|
|
$
|
540,000
|
|
|
$
|
540,000
|
|
Unamortized discount
|
|
|
(184,364
|
)
|
|
|
(346,837
|
)
|
Related Party Convertible debenture, net of unamortized discount
|
|
$
|
355,636
|
|
|
$
|
193,163
|
|
On September 18, 2017, the Company executed,
with a related party, an $180,000 convertible debenture with an original issue discount of $60,000. The note has a 0% interest
rate and a term of two years. In connection with the note, the Company issued the lender an aggregate of 900,000 shares of common
stock and 300,000 warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $68,499 was
recognized as a discount to the note. Amortization of $29,652 was recognized during the year ended August 31, 2018. The conversion
price of the outstanding balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion;
not to be less than $1.00. In connection with the debenture the lender is entitled to receive the greater of 5% of every dollar
raised through financing or every dollar of revenue generated through the earlier of the maturity date or repayment of the principal.
As of August 31, 2018 the Company has accrued $25,000.
|
|
August 31,
2018
|
|
Convertible debenture
|
|
$
|
180,000
|
|
Unamortized discount
|
|
|
(98,847
|
)
|
Convertible debenture, net of unamortized discount
|
|
$
|
81,153
|
|
On December 13, 2017, the Company executed
a $120,000 convertible debenture with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of
one year. In connection with the note, the Company issued the lender an aggregate of 200,000 shares of common stock and 100,000
warrants to purchase common stock. The relative fair value of the stock and warrants aggregating $32,930 was recognized as a discount
to the note. Amortization of $37,994 was recognized during the year ended August 31, 2018. The conversion price of the outstanding
balance is the lesser of $3.00 or 40% of the volume weighted average price of the 30 days at date of conversion; not to be less
than $1.00. In connection with the debenture the lender is entitled to receive the greatest of 5% every dollar raised through financing
or every dollar of revenue generated through the earlier of maturity date and repayment of the principal, as of August 31, 2018
the Company has accrued $20,000.
|
|
August 31,
2018
|
|
Convertible debenture
|
|
$
|
120,000
|
|
Unamortized discount
|
|
|
(14,936
|
)
|
Convertible debenture, net of unamortized discount
|
|
$
|
105,064
|
|
5. EQUITY
Common Stock
The Company has authorized capital of 800,000,000 shares of common stock with a par value
of $0.001, and 50,000,000 shares of preferred stock with a par value of $0.001.
On April 11, 2017, the Company issued 2,700,000
shares of common stock in connection with the issuance of a convertible note with a principal amount of $540,000 (see Note 4).
The relative fair value of the stock of $157,509 was recognized as a discount to the note that is being amortized to interest expense
over the life of the note.
During the year ended August 31, 2017,
the Company issued an aggregate of 40,000,000 common shares pursuant to exercise of options and warrants for proceeds of $5,000.
During the year ended August 31, 2017 20,000,000 shares were cancelled and returned to the Company along with the return of the
$2,000 exercise price.
On September 18, 2017, the Company issued
900,000 shares of common stock in connection with the issuance of a convertible note with a principal amount of $180,000. The relative
fair value of the stock of $51,503 was recognized as a discount to the note that is being amortized to interest expense over the
life of the note.
On September 22, 2017, the company issued
900,000 shares of common stock and 300,000 warrants pursuant to a stock purchase agreement for cash of $60,300.
On November 10, 2017, the Company issued
an aggregate of 1,400,000 shares of common stock to the holder of a related party 7% convertible promissory note, to convert principal
amount of $11,200.
On November 27, 2017, the Company issued
an aggregate of 1,450,000 shares of common stock to the holder of a related party 7% convertible promissory note, to convert principal
amount of $11,600.
On December 28, 2017, the Company issued
an aggregate of 1,550,000 shares of common stock to the holder of a 7% convertible promissory note, dated November 14, 2016 to
convert principal amount of $12,400.
On December 13, 2017, the Company issued
an aggregate of 200,000 shares of common stock with a relative fair value of $27,946 to the holder of a $120,000 convertible debenture
with an original issue discount of $20,000. The debenture has a 0% interest rate and a term of one year.
On March 5, 2018, the Company entered
into a securities purchase agreement with an investor which following such investment was a related party. Pursuant to the purchase
agreement, upon closing on March 7, 2018, the Company issued and sold to the investor, 3,000,000 shares of common stock for an
aggregate purchase price of $300,000. The Company agreed to issue additional shares of common stock (the “Make-Good Shares”)
to the investor for no additional consideration, in the event that, during the six month period commencing on the closing date,
the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent Financing Price”), such that the
total number of shares of common stock received by the investor under the purchase agreement (including the Make-Good Shares and
the initial shares) will be equal to the total purchase price of $300,000 divided by such lower Subsequent Financing Price. In
addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director.
On March 9, 2018, the Company issued
an aggregate of 1,780,000 shares of common stock to the holder of a 7% convertible promissory note, dated November 14, 2016 to
convert principal amount of $14,240.
On March 9, 2018, he Company entered
into and closed an asset purchase agreement with VMI Acquisitions, LLC (“VMI”), pursuant to which the Company sold
to VMI the Company’s proprietary Machine-to-Machine communications solution and certain other intellectual property for
a purchase price of $180,000. $135,000 of the purchase price was paid by members of VMI in cash and had previously been deposited
with the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements
of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company. At the time of
the sale the intellectual property had a book value of $0. As the parties were considered significant shareholders and related
parties, the consideration of $180,000 was recorded as a capital contribution.
On May 15, 2018 the Company issued 500,000
shares of common stock to an investor for a purchase price of $50,000, and on May 29, 2018, the Company issued 1,870,000 shares
of common stock upon conversion of a convertible note in the amount of $14,960. The Company agreed to issue additional shares of
common stock (the “Make-Good Shares”) to the investor for no additional consideration, in the event that, during the
six month period commencing on the closing date, the Company sells common stock at a purchase price lower than $0.10 (the “Subsequent
Financing Price”), such that the total number of shares of common stock received by the investor under the purchase agreement
(including the Make-Good Shares and the initial shares) will be equal to the total purchase price of $50,000 divided by such lower
Subsequent Financing Price. In addition the Company agreed not to pay cash compensation over $100,000 to any Officer of Director.
On June 11, 2018, the Company issued
an aggregate of 2,000,000 shares of common stock to the holder of a 7% Convertible Promissory Note, dated November 14, 2016 to
convert principal amount and accrued interest of $16,000.
On June 15, 2018, the Company issued 500,000
shares of common stock pursuant to a stock purchase agreement for cash of $50,000.
On August 29, 2018 the Company issued 30,000
shares of common stock for services valued at $44,400.
Warrants
During the year ended August 31, 2017,
warrant activity includes the following:
On March 14, 2017, the Company entered
into an employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement
the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The
warrant was exercised in full on March 28, 2017. On May 22, 2017, Barry Tenzer resigned as President and Chief Executive Officer.
In connection with the resignation of Mr. Tenzer, the 20,000,000 shares of stock issued upon the exercise of the warrants was
returned to the company and cancelled and the exercise proceeds of $2,000 were returned to Mr. Tenzer. The fair value of the warrants
was determined to be $4,998,021 which was recognized as compensation expense during the year ended August 31, 2017.
During the year ended August 31, 2018,
warrant activity included the following:
On September 18, 2017, the Company executed
an $180,000 convertible debenture with an original issue discount of $60,000. In connection with the debenture, the Company issued
the lender 300,000 common stock purchase warrants with a term of 3 years and an exercise price of $1.00. The relative fair value
of the warrants of $16,996 was recognized as a discount to the debenture.
On December 13, 2017, the Company issued
100,000 warrants to McGlothin Holdings Ltd. The relative fair value of the warrants of $4,984 was recognized as a discount to the
debenture.
On May 22, 2017, the Company entered into
an employment agreement with Marc Yahr to serve as President and Chief Executive Officer of the Company for a term of three years,
unless earlier terminated pursuant to the terms of the employment agreement. Pursuant to the terms of the employment agreement,
Mr. Yahr received a warrant to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001
per share. The warrants were exercised in full on May 31, 2017; however, the 20,000,000 shares of the Company’s common stock
were not issued to Mr. Yahr until June 10, 2017. The shares received upon the exercise of the warrants were subject to forfeiture
over a service period of three years. The fair value of the award was determined to be $10,998,105 which will be recognized as
compensation expense over the three year service period. Warrant expense under this award for the year ended August 31, 2018
totaled $3,633,532; the warrant expense under this award for the year ended August 31, 2017 totaled $1,014,489. As of August 31,
2018, $6,359,316 remains to be expensed over the remaining vesting period. Effective October 30, 2018, Marc Yahr resigned from
all positions with the Company including as President and Chief Executive Officer of the Company (except as director, which he resigned as on November 25, 2018).
On January 22, 2018, the Company entered
into a sales representation agreement for a term of six months. Pursuant to the agreement the Company agreed to issue the nonemployee
sales representative warrants to purchase 10,000 shares of common stock per month (an aggregate of 60,000 warrants) with an exercise
price of $0.50, with a term of three years. The warrants shall be exercisable at any time on or after the six (6) month anniversary
of each issuance date, at his election, in whole or in part, by means of a “cashless exercise”. The fair value of this
award was determined to be $58,816 of which $51,635 was recognized during the year ended August 31, 2018.
On February 22, 2018, the Company entered
into a consulting agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant
warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40,
exercisable for cash only for a period of three years commencing six months form the issuance date. The fair value of this award
was determined to be $106,663 of which $65,005 was recognized during the year ended August 31, 2018.
On March 2, 2018 the Company entered into
a management agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company agreed to pay $4,000 and
to issue 150,000 common stock purchase warrants with an exercise price of $0.50, exercisable commencing six months after issuance
for a period of 5 years. The fair value of this award was determined to be $3,419,925 of which $1,457,561 was recognized during
the year ended August 31, 2018.
On March 20, 2018 the Company entered into
a 12 month consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the consultant signing
their first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock
purchase warrants to purchase common stock at an exercise price of $.30 per share. As of August 31, 2018, Patagonia Global Trading,
LLC, had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of
the gross sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company.
On April 16, 2018 The Company entered into
a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants
each month to purchase common stock with an exercise price of $0.60. However, if the Consultant generates more than $10,000 in
monthly sales, the Warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 in monthly sales,
the Warrants may be exchanged in “cashless exercise”. Additionally, the Company shall pay 10% of retail sales and 5%
of wholesale sales. On July 11, 2018 the Company terminated the agreement. On August 1, 2018 the Company entered into a new consulting
agreement with Dr. Hellman. The term is 1 year with payment of 60,000 warrants each month to purchase common stock with an exercise
price of $0.60. The warrants may be exercised on a cashless basis. A total of $256,038 warrant expense in relation to this award
was recognized during the year ended August 31, 2018.
On April 11, 2017, the Company executed a $540,000 convertible debenture with an original issue discount
of $180,000. In connection with the note, the Company issued the lender 900,000 warrants with a term of 3 years and an exercise
price of $1.00. The relative fair value of the warrants $44,981 was recognized as a discount to the note.
The following table summarizes the warrant
activities during the year ended August 31, 2018, and 2017, respectively:
|
|
Number of
Warrants
|
|
|
Weighted-
Average
Price
Per Share
|
|
Outstanding at August 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
40,900,000
|
|
|
|
0.02
|
|
Canceled or expired
|
|
|
(40,000,000
|
)
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding at August 31, 2017
|
|
|
900,000
|
|
|
$
|
1.00
|
|
Granted
|
|
|
1,930,000
|
|
|
|
0.69
|
|
Canceled or expired
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding at August 31, 2018
|
|
|
2,830,000
|
|
|
$
|
0.79
|
|
Exercisable at August 31, 2018
|
|
|
1,610,000
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value at August 31, 2018
|
|
$
|
538,500
|
|
|
|
|
|
The fair value of the warrants was estimated
using the Black-Scholes option pricing model and the following range of assumptions:
|
|
Grant Date
|
For the year ended August 31, 2018
|
|
|
Risk-free interest rate at grant date
|
|
1.52% -2.70%
|
Expected stock price volatility
|
|
183% - 362%
|
Expected dividend payout
|
|
-
|
Expected option in life-years
|
|
2.5 - 6.5 years
|
|
|
Grant Date
|
For the year ended August 31, 2017
|
|
|
Risk-free interest rate at grant date
|
|
1.06% - 1.44%
|
Expected stock price volatility
|
|
117% - 362%
|
Expected dividend payout
|
|
-
|
Expected option in life-years
|
|
1 - 3 years
|
OPTIONS
On July 26, 2017 the Company granted a nonemployee options to purchase 2,200,000 shares of common stock.
The options have a three year term. 1,000,000 options are immediately exercisable on the date of issuance with an exercise price
of $0.001 and the remaining 1,200,000 options vest over a period of three years at an exercise price of $1.00. On July 26, 2017,
1,000,000 shares were exercised. The aggregate fair value of the award as of August 31, 2018 was determined to be $1,112,547 and
for the year ended August 31, 2018 option expense recognized totaled $1,000,820. The aggregate fair value of the award as of August
31, 2017 was determined to be $485,248 and for the year ended August 31, 2017 option expense recognized totaled $273,185.
|
|
Number of Options
|
|
|
Weighted-
Average
Price Per Share
|
|
Outstanding at August 31, 2016
|
|
|
|
|
|
|
-
|
|
Granted
|
|
|
2,200,000
|
|
|
|
.55
|
|
Exercised
|
|
|
1,000,000
|
|
|
|
.001
|
|
Canceled or expired
|
|
|
-
|
|
|
|
-
|
|
Addition due to ratchet trigger
|
|
|
-
|
|
|
|
-
|
|
Outstanding at August 31, 2017
|
|
|
1,200,000
|
|
|
$
|
1.00
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Canceled or expired
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding at August 31, 2018
|
|
|
1,200,000
|
|
|
$
|
1.00
|
|
Exercisable at August 31, 2018
|
|
|
600,000
|
|
|
|
1.00
|
|
Intrinsic value at August 31, 2018
|
|
$
|
-
|
|
|
|
|
|
6. RELATED PARTY ASSET PURCHASE AGREEMENT
On August 29, 2017, the Company received
$82,750 as a deposit from a significant shareholder toward the purchase price on an agreement that was being negotiated with VMI
Acquisitions, LLC for purchase of certain of the Company’s assets as well as the payment of $7,500 of expenses on behalf
of the Company. The remaining $45,000 of the purchase price was paid in the form of a reduction in outstanding debt and reimbursements
of expenses owed to a member of VMI. Certain members of VMI are noteholders and/or shareholders of the Company and related parties.
The agreement was completed and closed on March 9, 2018. As the parties were considered significant shareholder the consideration
of $180,000 was recorded as a capital contribution. At the time of the sale the intellectual property had a book value of $0.
7. EMPLOYMENT AGREEMENT
On March 14, 2017, the Company entered
into a two year employment agreement with Barry Tenzer to continue as CEO of the Company. In connection with the employment agreement
the Company issued Mr. Tenzer a warrant to purchase up to 20,000,000 share of common stock at a per share price of $0.0001. The
warrant was exercised in full on March 28, 2017. The shares of common stock underlying the warrant were issued on April 6, 2017.
On September 6, 2017, Barry Tenzer resigned
as President and Chief Executive Officer of the Company. In connection with the resignation of Mr. Tenzer his stock issued pursuant
to his employment agreement was returned to the Company.
On May 22, 2017, the Board of Directors
of the Company appointed Marc Yahr as President and Chief Executive Officer of the Company and as a member of the Company’s
Board.
On May 22, 2017, the Company entered into an employment agreement with Mr. Yahr pursuant to which Mr.
Yahr would serve as President and Chief Executive Officer of the Company for a term of three years, unless earlier terminated pursuant
to the terms of the employment agreement. Pursuant to the terms of the employment agreement, Mr. Yahr received a warrant to purchase
up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.0001 per share. The warrants were exercised
in full on August 31, 2017.
8. INCOME TAXES
On December 22, 2017, President Trump signed
into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including
reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation
of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable
income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December
31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and
credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs
for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum
Tax (“AMT”).
The staff of the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not
have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting
for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured
its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally
21%. The remeasurement of the Company’s deferred tax assets and liabilities was offset by a change in the valuation allowance.
FASB ASC 740,
Income Taxes,
requires
a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive
and negative, management has determined that a full valuation allowance of $601,979 and $733,911 against its net deferred taxes
is necessary as of August 31, 2018 and 2017, respectively.
At August 31, 2018 and August 31, 2017,
respectively, the Company had $2,844,565 and $2,097,117, respectively, of U.S. net operating loss carryforwards remaining, which
expire beginning in 2017.
As a result of certain ownership changes,
the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to
Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.
Tax returns for the years ended August 31,
2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service.
A reconciliation of the Company’s income
taxes to amounts calculated at the federal statutory rate is as follows for the years ended August 31:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Federal statutory taxes
|
|
|
(35.00
|
)%
|
|
|
(35.00
|
)%
|
Change in tax rate estimate
|
|
|
14.00
|
%
|
|
|
-
|
|
Change in valuation allowance
|
|
|
21.00
|
%
|
|
|
35.00
|
%
|
|
|
|
-
|
%
|
|
|
-
|
%
|
The valuation allowance for deferred tax
assets as of August 31, 2018 and 2017 was $601,978 and $733,991 respectively. 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 liabilities, 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, 2018 and 2017
and recorded a full valuation allowance.
Reconciliation between the statutory rate
and the effective tax rate is as follows at August 31:
|
|
2018
|
|
|
2017
|
|
Federal statutory tax Reconciliation rate
|
|
|
(21.0
|
)%
|
|
|
(35.0
|
)%
|
Permanent difference and other
|
|
|
-
|
|
|
|
-
|
|
Components of net deferred tax assets,
including a valuation allowance, are as follows at August 31st:
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss
|
|
|
597,359
|
|
|
|
734,291
|
|
Valuation allowance
|
|
|
(597,359
|
)
|
|
|
(734,291
|
)
|
Total deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
A reconciliation of the expected income
tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended August 31, 2018
and 2017 is set forth below:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(2,663,345
|
)
|
|
|
(2,337,824
|
)
|
Non-deductible expenses and other
|
|
|
1,441,043
|
|
|
|
2,212,472
|
|
Effect due to decrease in tax rates
|
|
|
1,359,234
|
|
|
|
-
|
|
Change in valuation allowance
|
|
|
(136,932
|
)
|
|
|
(125,352
|
)
|
Benefit from income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
9. RELATED PARTY TRANSACTIONS
On May 17, 2016, the Company issued to Lyle Hauser, who was then the Company’s largest shareholder,
a 7% unsecured promissory note in the amount of $10,000 which matured six months from the date of issuance. The note has matured
and remains unpaid at August 31, 2017.
On August 15, 2016, the Company issued
a significant shareholder a 7% unsecured promissory note in the amount of $16,000 which matures six months from the date of issuance.
The notes has matured and remains unpaid at the quarter ended August 31, 2017.
As of August 31, 2016, the Company had
an outstanding payable of $14,609 to the CEO. The payable is unsecured, due on demand and bears no interest. As of August 31, 2017
the accounts payable – related party has been paid and currently has a balance of $0.
On October 27, 2016 the Company issued a significant shareholder 7% unsecured promissory notes totaling
$10,000 which matures six months from the date of issuance. The notes has matured and remains unpaid at August 31, 2017.
One November 14, 2016 the Company issued
a significant shareholder a 7% unsecured promissory note totaling $80,000 which matures six months from the date of issuance.
On February 17, 2017, the Company issued
a significant shareholder a 7% unsecured promissory note in the amount of $30,000 which matures six months from the date of issuance.
On March 31, 2017, the Company issued a
significant shareholder 7% unsecured promissory note in the amount of $7,000 which matures six months from the date of issuance.
On April 11, 2017, the Company executed
a $540,000 convertible debenture with an original issue discount of $180,000. The note has a 0% interest rate and a term of two
years. If the note is not paid in full on the due date, the note will have a 0% interest rated until paid in full. In connection
with the note, the Company issued the lender an aggregate of 2,700,000 shares and 900,000 warrants.
On August 29, 2017, the Company received $45,000 as a deposit from a significant shareholder toward the
purchase price on an agreement that was being negotiated with VMI Acquisitions, LLC for purchase of certain of our Company’s
assets.
During the year ended August 31, 2018 sales
to a customer, who is the spouse of one of the Company’s significant shareholders, amounted to $3,975.
10. COMMITMENTS AND CONTINGENCIES
On January 22, 2018, the Company entered
into a sales representation agreement to manage and solicit orders in a set territory, the United States, with an initial term
of six months. The sales representative shall be compensated 6% of the net sales and three year warrants monthly to purchase 10,000
shares of common stock at an exercise price of $0.50. Warrants may be exercised after six month anniversary of issuance date.
On February 1, 2018 the Company entered
into a consulting agreement with Optimal Setup LLC for a term of one year to advise the Company on search engine optimization and
digital marketing. Optimal Setup LLC shall receive monthly for services performed $2,500 and 10,000 warrants for common stock exercisable
for cash price of $0.40. Warrants may be exercised after six month anniversary date.
On February 22, 2018, the Company entered
into a consulting agreement for a term of one year. Pursuant to the agreement the Company agreed to issue the nonemployee consultant
warrants to purchase 10,000 shares of common stock per month (an aggregate of 120,000 warrants) with an exercise price of $0.40,
exercisable for cash only for a period of three years commencing six months form the issuance date.
On March 2, 2018 the Company entered into
a two year management agreement with Global Corporate Management, LLC. Pursuant to this agreement, the Company to pay $4,000 and
to issue 150,000 common stock purchase warrants (exercise price of $0.50, 5 year term, exercisable 6 months after issuance).
On March 20, 2018 the Company entered into
a consulting agreement with Patagonia Global Trading, LLC. Upon execution of this agreement and upon the consultant signing their
first customer, acceptable by the Company, and for services rendered, the Company will immediately issue 50,000 common stock purchase
warrants to purchase common stock at an exercise price of $.30 per share. As of May 31, 2018 Patagonia Global Trading, LLC,
had not signed any customers and had not earned any warrants. The Company agreed to pay a total commission rate of 10% of the gross
sale amount to be paid in the form of cash and or warrants to purchase shares of common stock of the Company
On April 16, 2108 The Company entered into
a consulting agreement with Dr. David Hellman for marketing and promotion services. The term is 1 year with payment of 50,000 warrants
to purchase common stock with an exercise price of $0.60. However, if the consultant generates more than $10,000 in monthly sales,
the warrants will have an exercise price of $.30, and if the Consultant generates more than $20,000 in monthly sales, the warrants
may be exchanged in “cashless exercise”. Additionally, the Company shall pay 10% of retail sales and 5% of wholesale
sales. On July 11, 2018 the Company terminated the agreement. On August 1, 2018 the Company entered into a new consulting agreement
with Dr. Hellman. The term is 1 year with payment of 60,000 warrants to purchase common stock with an exercise price of $0.60.
The warrants may be exercised on a cashless basis.
11. SUBSEQUENT EVENTS
Between September 1, 2018 and December
14, 2018 the Company sold a total of 2,300,000 shares of common stock for proceeds of $135,000.
On October 13, 2018 the Company issued
1,000,000 shares of common stock for a sponsorship.
Effective October 30, 2018, Marc Yahr resigned
from all positions with the Company including as President and Chief Executive Officer of the Company, except as a member of the
board of directors. On November 25, 2018 Mr. Yahr resigned as his position as a member board of directors. On November 6, 2018
Mr. Yahr returned 16,000,000 shares of common stock to the treasury.
Effective October 30, 2018, the Board of
Directors of the Company appointed Niquana Noel as President and Chief Executive Officer of the Company.
Effective October 30, 2018, the Company entered into an employment agreement with
Ms. Noel pursuant to which Ms. Noel will serve as the Company’s Chief Executive Officer and president for a term of four
years, unless earlier terminated pursuant to the terms of the employment agreement. Pursuant to the terms of the employment agreement,
Ms. Noel’s annual salary is $96,000 and she received a warrant to purchase up to 20,000,000 shares of the Company’s
common stock at an exercise price of $0.0001 per share. Ms. Noel exercised the warrant and was issued the 20,000,000 shares on
October 31, 2018.