Nevada
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26-2754069
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
|
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Page
|
|
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||
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|
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PART I. FINANCIAL INFORMATION
|
|
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Item 1.
|
4
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
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Item 2.
|
16
|
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Item 3.
|
19
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Item 4.
|
19
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|
|
|
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PART II. OTHER INFORMATION
|
|
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Item 1.
|
21
|
|
Item 1A.
|
21
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Item 2.
|
21
|
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Item 3.
|
21
|
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Item 4.
|
21
|
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Item 5.
|
21
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Item 6.
|
22
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23
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May 31,
|
August 31,
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||||||
|
2017
|
2016
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
|
||||||||
Cash and cash equivalents
|
$
|
1,484
|
$
|
10,197
|
||||
Accounts receivable
|
-
|
45
|
||||||
Inventory
|
14,985
|
6,398
|
||||||
Total current assets
|
16,469
|
16,640
|
||||||
Total Assets
|
16,469
|
16,640
|
||||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
114,974
|
44,746
|
||||||
Derivative liability
|
284,547
|
254,952
|
||||||
Accrued officer salary
|
96,000
|
24,000
|
||||||
Notes payable and accrued interest - related party
|
204,893
|
-
|
||||||
Convertible notes, net of unamortized debt discounts of $85,212 and $172,735
|
442,706
|
267,265
|
||||||
Total current liabilities
|
1,143,120
|
590,963
|
||||||
|
||||||||
Commitments and contingencies
|
-
|
-
|
||||||
|
||||||||
Stockholders’ equity (deficit)
|
||||||||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 1,000 shares issued and outstanding as of May 31, 2017 and August 31, 2016
|
1
|
1
|
||||||
Common stock, $0.001 par value, 580,000,000 shares authorized 78,018,636 shares issued and outstanding as of May 31, 2017 and 77,775,303 as of August 31, 2016
|
78,018
|
77,775
|
||||||
Additional paid-in capital
|
1,587,300
|
718,487
|
||||||
Subscription receivable
|
(5,372
|
)
|
(5,372
|
)
|
||||
Accumulated deficit
|
(2,786,598
|
)
|
(1,365,214
|
)
|
||||
Total stockholders’ equity (deficit)
|
(1,126,651
|
)
|
(574,323
|
)
|
||||
|
||||||||
Total liabilities and stockholders’ equity (deficit)
|
16,469
|
$
|
16,640
|
|
For the Three
|
For the Three
|
For the Nine
|
For the Nine
|
||||||||||||
|
Months Ended
|
Months Ended
|
Months Ended
|
Months Ended
|
||||||||||||
|
May 31,
|
May 31,
|
May 31,
|
May 31,
|
||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
|
||||||||||||||||
Revenue
|
$
|
714
|
$
|
-
|
$
|
1,034
|
$
|
-
|
||||||||
Cost of goods sold
|
138
|
-
|
231
|
-
|
||||||||||||
|
||||||||||||||||
Net revenue
|
576
|
-
|
803
|
-
|
||||||||||||
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
General and administrative
|
83,322
|
61,862
|
341,827
|
74,993
|
||||||||||||
Professional fees
|
32,234
|
53,525
|
79,332
|
63,217
|
||||||||||||
Impairment of assets
|
-
|
167,251
|
-
|
167,251
|
||||||||||||
Depreciation
|
-
|
546
|
-
|
1,638
|
||||||||||||
Total operating expenses
|
115,556
|
283,184
|
421,159
|
307,099
|
||||||||||||
|
||||||||||||||||
Net Operating Loss
|
(114,980
|
)
|
(283,184
|
)
|
(420,356
|
)
|
(307,099
|
)
|
||||||||
|
||||||||||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
(274,693
|
)
|
(180,298
|
)
|
(658,758
|
)
|
(182,555
|
)
|
||||||||
Change in fair value of derivative liability
|
(75,998
|
)
|
(1,001
|
)
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(342,270
|
)
|
(1,001
|
)
|
||||||||
Total other expense, net
|
(350,691
|
)
|
(181,299
|
)
|
(1,001,028
|
)
|
(183,556
|
)
|
||||||||
|
||||||||||||||||
Loss before provision for income taxes
|
(465,671
|
)
|
(464,483
|
)
|
(1,421,384
|
)
|
(490,655
|
)
|
||||||||
|
||||||||||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
|
||||||||||||||||
Net loss
|
$
|
(465,671
|
)
|
$
|
(464,483
|
)
|
$
|
(1,421,384
|
)
|
$
|
(490,655
|
)
|
||||
|
||||||||||||||||
Net loss per share - basic
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
||||
|
||||||||||||||||
Net loss per share - diluted
|
$
|
(0.01
|
)
|
$
|
(0.001
|
)
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
||||
|
||||||||||||||||
Weighted average shares outstanding - basic
|
77,875,973
|
77,618,781
|
77,816,280
|
68,008,151
|
||||||||||||
|
||||||||||||||||
Weighted average shares outstanding - diluted
|
77,875,973
|
77,681,781
|
77,816,280
|
68,008,151
|
|
For the Nine
|
For the Nine
|
||||||
|
Months Ended
|
Months Ended
|
||||||
|
May 31,
|
May 31,
|
||||||
|
2017
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(1,421,384
|
)
|
$
|
(490,655
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
-
|
1,638
|
||||||
Impairment of assets
|
-
|
167,251
|
||||||
Inducement shares
|
-
|
112,841
|
||||||
Change in fair value of derivative liability
|
342,270
|
1,001
|
||||||
Amortization of discount on convertible debt
|
625,853
|
48,878
|
||||||
Amortization of discount on convertible interest
|
-
|
2,383
|
||||||
Penalty on debt extension
|
227,634
|
-
|
||||||
Imputed interest
|
-
|
670
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
45
|
-
|
||||||
Inventory
|
(8,587
|
)
|
-
|
|||||
Accrued officer salary
|
72,000
|
-
|
||||||
Interest payable - related party
|
893
|
-
|
||||||
Accounts payable and accrued liabilities
|
73,563
|
38,881
|
||||||
Other payable
|
-
|
-
|
||||||
|
||||||||
Net cash used in operating activities
|
(87,713
|
)
|
(117,112
|
)
|
||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Payments to acquire assets
|
(250,000
|
)
|
||||||
Net Cash used in investing activities
|
(250,000
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Principal payments made on convertible notes
|
(125,000
|
)
|
-
|
|||||
Proceeds from sale of common stock
|
-
|
14,500
|
||||||
Proceeds from officer loans
|
204,000
|
12,626
|
||||||
Repayment of officer loans
|
(12,626
|
)
|
||||||
Proceeds from convertible debt
|
-
|
441,700
|
||||||
|
||||||||
Net cash provided by financing activities
|
79,000
|
456,200
|
||||||
|
||||||||
Net increase in cash and cash equivalents
|
(8,713
|
)
|
89,088
|
|||||
|
||||||||
Cash and cash equivalents at beginning of period
|
10,197
|
-
|
||||||
|
||||||||
Cash and cash equivalents at end of period
|
$
|
1,484
|
$
|
89,088
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Discount on beneficial conversion feature
|
$ |
-
|
$
|
-
|
||||
Stock issued for conversion of debt
|
$ |
25,000
|
$
|
40,244
|
||||
Common stock issued for discount
|
$ | - |
$
|
247,159
|
||||
Stock issued for subscription receivable
|
$ |
-
|
$
|
5,372
|
||||
Discount from derivative
|
$
|
454,731
|
$ |
192,841
|
||||
Stock issued for commitment fee
|
$
|
68,950
|
$ |
-
|
||||
Settlement of derivative
|
$
|
775,106
|
$ |
-
|
||||
Accrued interest capitalized into principal of convertible notes
|
$
|
29,362
|
$
|
-
|
||||
Discount on convertible accrued interest
|
$ | - |
$
|
4,083
|
Computer equipment
|
5 years
|
Furniture and fixtures
|
7 years
|
|
May 31, 2017
|
August 31, 2016
|
||||||
Trade accounts payable
|
102,750
|
28,371
|
||||||
Payroll and related
|
6,913
|
2,903
|
||||||
Accrued interest
|
5,311
|
13,472
|
||||||
|
114,974
|
44,746
|
|
Derivative
|
|||
|
Liability
|
|||
Liabilities Measured at Fair Value
|
||||
|
||||
Balance as of August 31, 2016
|
$
|
254,952
|
||
|
||||
Issuances
|
462,431
|
|||
|
||||
Conversions / redemptions
|
(775,106
|
)
|
||
|
||||
Revaluation
|
342,270
|
|||
|
||||
Balance as of May 31, 2017
|
$
|
284,547
|
|
May 31,
|
|
August 31,
|
|
||||
Assumption
|
2017
|
|
2016
|
|
||||
Expected dividends:
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility:
|
|
|
37.8% - 276.9
|
%
|
|
|
244.4
|
%
|
Expected term (years):
|
0.04 - 0.50 years
|
|
0.20 years
|
|
||||
Risk free interest rate:
|
|
|
0.264% - 0.98
|
|
|
|
0.26
|
%
|
Stock price
|
|
$
|
0.51- 1.97
|
|
|
$
|
1.89
|
|
|
May 31, 2017
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Liabilities
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
284,547
|
$
|
284,547
|
|
August 31, 2016
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Liabilities
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
254,952
|
$
|
254,952
|
Inventory
|
$
|
1,049
|
||
Intangible assets
|
248,951
|
|||
Total purchase price
|
$
|
250,000
|
|
May 31,
2017
|
August 31,
2016
|
||||||
|
||||||||
Current Assets
|
$
|
16,469
|
$
|
16,640
|
||||
|
||||||||
Current Liabilities
|
$
|
1,143,120
|
$
|
590,963
|
||||
|
||||||||
Working Capital (Deficit)
|
$
|
(1,126,651
|
)
|
$
|
(574,323
|
)
|
· |
Inventory: Inventories are valued at the lower of cost or market (“LCM”), which requires us to make significant estimates in assessing our inventory balances for potential LCM adjustments.
|
· |
Estimates and assumptions used in valuation of derivative liability: Management utilizes a lattice model to estimate the fair value of derivative liabilities. The model includes subjective assumptions that can materially affect the fair value estimates.
|
● |
The Company does not have an independent board of directors or audit committee or adequate segregation of duties;
|
● |
All of our financial reporting is carried out by our financial consultant;
|
● |
We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.
|
|
|
|
|
Incorporated by reference
|
||
Exhibit
|
|
Exhibit Description
|
Filed herewith
|
Form
|
Exhibit
|
Filing date
|
3.1
|
Articles of Incorporation
|
S-1
|
3.1
|
2/19/10
|
||
3.2
|
X
|
|||||
3.3
|
Bylaws of Sport Endurance, Inc.
|
8-K
|
3.2
|
4/29/16
|
||
3.4
|
Certificate of Designation of Class A Preferred
|
S-1
|
3.2
|
2/19/10
|
||
10.1
|
X
|
|||||
10.2
|
X
|
|||||
10.3
|
X
|
|||||
10.4
|
X
|
|||||
10.5
|
2% Promissory Note Issued April 21, 2017
|
8-K
|
10.2
|
4/24/17
|
||
10.6
|
Form of Forbearance on Senior Secured Convertible Promissory Notes dated April 18, 2017
|
8-K
|
10.1
|
4/24/17
|
||
10.7
|
Form of 10% Convertible Note Issued January 27, 2017
|
10-Q
|
10.4
|
4/12/17
|
||
10.8
|
Form of 10% Convertible Note Issued February 17, 2017
|
10-Q
|
10.5
|
4/12/17
|
||
10.9
|
2% Promissory Note Issued January 4, 2017
|
10-Q
|
10.6
|
4/12/17
|
||
10.10
|
2% Promissory Note Issued January 26, 2017
|
10-Q
|
10.7
|
4/12/17
|
||
10.11
|
2% Promissory Note Issued February 28, 2017
|
10-Q
|
10.8
|
4/12/17
|
||
10.12
|
Form of Forbearance Agreement dated January 4, 2017
|
8-K
|
10.1
|
1/10/17
|
||
10.13
|
|
Form of Forbearance Agreement dated December 28, 2016
|
8-K
|
10.1
|
1/4/17
|
|
10.14
|
|
Form of 10% Convertible Note Issued December 28, 2016
|
8-K
|
10.2
|
1/4/17
|
|
10.15
|
Asset Purchase and Sale Agreement
|
10-Q
|
10.3
|
7/15/16
|
||
10.16
|
3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due November 11, 2016
|
8-K
|
4.1
|
5/13/16
|
||
10.17
|
Securities Purchase Agreement
|
8-K
|
10.1
|
5/13/16
|
||
10.18
|
Security Agreement
|
8-K
|
10.2
|
5/13/16
|
||
31.1
|
|
X
|
|
|
|
|
31.2
|
|
X
|
|
|
|
|
32.1
|
|
X
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
X
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
|
|
SPORT ENDURANCE, INC.
|
|||
Date: July 14, 2017
|
By:
|
/s/ David Lelong | |
David Lelong
|
|||
President, Chief Executive Officer, Director
(Principal Executive Officer, Principal Financial Officer,
and Principal Accounting Officer)
|
|||
![]() |
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
Filed in the office of
![]() Ross Miller
Secretary of State
State of Nevada
|
Document Number
20120741863-04
|
|||
Filing Date and Time
10/31/2012 9:08 AM
|
|||||
Entity Number
C184-2001
|
|||||
USE BLACK INK ONLY • DO NOT HIGHLIGHT
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
1.
|
Name of Represented Entity:
|
2.
|
The articles have been amended as follows: (provide article numbers, if available)
|
3.
|
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: unanimous
|
4.
|
Effective date and time of filing: (optional) Date: Time:
|
5.
|
Signature: (required)
|
/s/ Gerald Ricks | |
Signature of Officer |
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Amend Profit-After
Revised: 8-31-11
|
_____________________
_____________________
_____________________
Attention: __________________
|
Issuance Date: _____________, 2017
|
US$__________________
|
If to the Company:
|
Sport Endurance, Inc.
222 Broadway, 19th Floor
New York, New York 10038
Attention: David Lelong, President
|
with a copy to (that shall not constitute notice):
|
Nason Yeager Gerson White & Lioce, P.A.
3001 PGA Boulevard, Suite 305
Palm Beach Gardens, FL 33410
Attention: Michael D. Harris, Esq.
Email: mharris@nasonyeager.com
|
If to Holder:
|
_____________________
________________________
________________________
|
SPORT ENDURANCE, INC.
|
By:__________________________________________
Name: _________________
Title:
|
Date of Conversion
(or for first entry, Issuance Date)
|
Amount of Converted Principal
|
Aggregate Principal Amount Remaining Subsequent to Conversion
(or original Principal Amount)
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Applicable Conversion Price
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Company Attest
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______________________
______________________
______________________
______________________
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$75,000
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April 6, 2017
|
/s/ David Lelong
|
David Lelong
Chief Executive Officer
(Principal Executive Officer)
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/s/ David Lelong
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David Lelong
Principal Financial Officer
|
1.
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The annual report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
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2.
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The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David Lelong
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David Lelong
Chief Executive Officer and Principal Financial Officer
(Principal Executive Officer)
|
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Document And Entity Information - shares |
9 Months Ended | |
---|---|---|
May 31, 2017 |
Jul. 06, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sport Endurance, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 78,226,969 | |
Amendment Flag | false | |
Entity Central Index Key | 0001471727 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | May 31, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS (Parentheticals) - USD ($) |
May 31, 2017 |
Nov. 30, 2016 |
Aug. 31, 2016 |
---|---|---|---|
Convertible Notes, unamortized debt discounts (in Dollars) | $ 85,212 | $ 0 | $ 172,735 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 1,000 | 1,000 | |
Preferred stock, shares outstanding | 1,000 | 1,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 580,000,000 | 580,000,000 | |
Common stock, shares issued | 78,018,636 | 77,775,303 | |
Common stock, shares outstanding | 78,018,636 | 77,775,303 |
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
May 31, 2017 |
May 31, 2016 |
May 31, 2017 |
May 31, 2016 |
|
Revenue | $ 714 | $ 0 | $ 1,034 | $ 0 |
Cost of goods sold | 138 | 0 | 231 | 0 |
Net revenue | 576 | 0 | 803 | 0 |
Operating expenses: | ||||
General and administrative | 83,322 | 61,862 | 341,827 | 74,993 |
Professional fees | 32,234 | 53,525 | 79,332 | 63,217 |
Impairment of assets | 0 | 167,251 | 0 | 167,251 |
Depreciation | 0 | 546 | 0 | 1,638 |
Total operating expenses | 115,556 | 283,184 | 421,159 | 307,099 |
Net Operating Loss | (114,980) | (283,184) | (420,356) | (307,099) |
Other income (expense): | ||||
Interest expense | (274,693) | (180,298) | (658,758) | (182,555) |
Change in fair value of derivative liability | (75,998) | (1,001) | (342,270) | (1,001) |
Total other expense, net | (350,691) | (181,299) | (1,001,028) | (183,556) |
Loss before provision for income taxes | (465,671) | (464,483) | (1,421,384) | (490,655) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (465,671) | $ (464,483) | $ (1,421,384) | $ (490,655) |
Net loss per share - basic (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) |
Net loss per share - diluted (in Dollars per share) | $ (0.01) | $ (0.001) | $ (0.02) | $ (0.01) |
Weighted average shares outstanding - basic (in Shares) | 77,875,973 | 77,618,781 | 77,816,280 | 68,008,151 |
Weighted average shares outstanding - diluted (in Shares) | 77,875,973 | 77,681,781 | 77,816,280 | 68,008,151 |
Note 1 - Nature of Business and Significant Accounting Policies |
9 Months Ended | ||||
---|---|---|---|---|---|
May 31, 2017 | |||||
Accounting Policies [Abstract] | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business Sport Endurance, Inc. (“the Company”) was incorporated in the State of Nevada on January 3, 2001 (“Inception”). The Company was dormant until it was revived in 2009 with a name change to, Sport Endurance, Inc. on August 6, 2009. The Company develops, markets, and distributes quality dietary supplements throughout the United States. Basis of Presentation The unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of August 31st. 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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had cash and cash equivalents of $1,484 and $10,197 as of May 31, 2017 and August 31, 2016, respectively. Inventory Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method. The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at May 31, 2017 and August 31, 2016. Intangible Assets Intangible assets generally arise from business combinations accounted for under the purchase method. The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired. Equipment Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows:
As of May 31, 2017 and August 31, 2016 the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 and $1,638 for the nine months ended May 31, 2017 and 2016, respectively. Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped through a third party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2017 and August 31, 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 7). Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common stock outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common stock outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 2 - Going Concern |
9 Months Ended |
---|---|
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 – Going Concern As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $2,786,598 and a working capital deficit of $1,126,651 as of May 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations and repay indebtedness. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 3 - Change of Control |
9 Months Ended |
---|---|
May 31, 2017 | |
Change of Control [Abstract] | |
Change of Control [Text Block] | Note 3 – Change of Control On April 25, 2016, shareholders holding 55,030,600 shares of the outstanding common stock of the Company, representing approximately 71% of the Company’s outstanding shares, acted by written consent to remove the Company’s existing members of the Board of Directors, and in their place appoint David Lelong as the sole director of the Company. Previously, on February 4, 2016, shareholders representing a majority of the outstanding common stock of the Company acted by written consent to remove the Company’s directors and appoint Mr. Lelong as sole director of the Company, and following the February 4, 2016 shareholder action, Mr. Lelong, acting as sole director, replaced Mr. Gerald Ricks as President, Chief Executive Officer and Chairman of the Company. However, under Nevada law, directors may be removed only by shareholders representing two-thirds of outstanding shares; consequently the February 4, 2016 shareholder action was not valid, and on April 25, 2016 the Company sought, and received, new approval from shareholders representing a sufficient percentage of outstanding shares to act validly under Nevada law. On April 29, 2016, the Board acted to ratify the removal of Mr. Ricks from all positions held by him as an executive officer of the Company, and also ratified the appointment of Mr. Lelong as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board. As a result of the above transaction BK Consulting is no longer a related party and Mr. Lelong is now the majority shareholder and a related party. |
Note 4 - Note Receivable |
9 Months Ended |
---|---|
May 31, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 4 – Note Receivable On September 15, 2016 the Company and a third party entered into a stock purchase agreement where the Company sold 100% of the outstanding shares of its shell company, Be Tru Organics, Inc., a Nevada corporation in exchange for a $5,000 promissory note, bearing interest at 10% per month and due November 15, 2016. During the three months ended November 2016 the Company received $5,000 from the repayment of the note receivable. |
Note 5 - Accounts Payable and Accrued Liabilities |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 5 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following:
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Note 6 - Accrued Officer Salary |
9 Months Ended |
---|---|
May 31, 2017 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 6 – Accrued Officer Salary During the three months ended May 31, 2017, the Company accrued the amount of $24,000 in salary payable to its President and CEO, David Lelong. At May 31, 2017 and August 31, 2016, the Company had accrued salary payable in the amount of $96,000 and $24,000, respectively, due to Mr. Lelong. |
Note 7 - Related Party Transactions |
9 Months Ended |
---|---|
May 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 7 – Related Party Transactions Former Majority Shareholder – BK Consulting On October 28, 2015, the Company issued an unsecured convertible loan to a related party of $1,700, non-interest bearing, due on demand and convertible into Common Stock at a rate $0.002 per share, from a major shareholder, BK Consulting, to fund operations. The Company calculated the beneficial conversion feature embedded in the convertible note. The conversion feature, in the amount of $1,700, was recorded as debt discount. On November 2, 2015, the Company converted $29,500 of convertible debt due to BK Consulting, into 14,750,400 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. On November 10, 2015, the Company converted $10,744 of convertible debt due to BK Consulting, into 5,371,500 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. President and CEO – David Lelong In January and February 2017, the Company’s President and CEO loaned the Company the aggregate amount of $70,000 represented by three notes payable. In April and May 2017, the Company’s President and CEO loaned the Company an additional $134,000 represented by three notes payable. At May 31, 2017, the Company has outstanding notes payable to its President and CEO in the aggregate amount of $204,000. The Company accrued interest on these notes in the aggregate amount of $363 and $894 during the three months and nine months ended May 31, 2017, respectively. |
Note 8 - Derivative Liability |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives and Fair Value [Text Block] | Note 8 – Derivative Liability The Company entered into convertible note agreements containing beneficial conversion features. One of the features is a ratchet reset provision which allows the note holders to reduce the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement (see note 10). The Company accounts for the fair value of the conversion feature in accordance with ASC 815, Accounting for Derivatives and Hedging and EITF 07-05, the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcate treated as a derivative liability. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the period ended May 31, 2017:
The derivative liabilities incurred valued based upon the following assumptions and key inputs at May 31, 2017 and August 31, 2016:
|
Note 9 - Convertible Notes Payable |
9 Months Ended |
---|---|
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Convertible Notes Payable 3.5% OID Convertible Notes On May 11, 2016 the Company entered into Securities Purchase Agreements with certain purchasers (“the Holders”). The Company issued 3.5% original issue discount (“OID”) senior secured convertible promissory notes having an aggregate face amount of $440,000 (the “3.5% OID Convertible Notes”). These notes bear interest at a rate of 10% per annum and mature in six months. The Company received cash proceeds of $424,600 net of the 3.5% original issue discount of $15,400. At the Holders option the principal and accrued interest under the Notes are convertible into common stock at a rate of $0.50 per share and have a full reset feature. The Notes are secured by all assets of the Company. The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity. During November 2016 Company entered into forbearance agreements with the investors extending its time to pay the Notes until December 16, 2016. See Note 12. In addition the Company issued to the Holders an aggregate of 200,000 shares of common stock value at $360,000 as commitment shares. These shares were issued during the period and are considered a discount to the Notes. Due to the reset feature of the conversion price of the convertible notes, the Company concluded that a derivative liability existed at the date of issuance and recorded a derivative liability in the amount of $192,841 (see note 7). The sum of the value of the derivative liability of $192,841, the original issue discount of $15,400, and the discount attributable to the 200,000 commitment shares of $360,000 was $568,241, which exceeded the $440,000 face amount of the 3.5% OID Convertible Notes by $128,241; this amount was charged to interest expense during the year ended August 31, 2016. During the three months ended November 30, 2016 the Company amortized $172,735 of these discounts were charged to interest expense. As of November 30, 2016 and August 31, 2016 the balance due on the 3.5% OID Convertible Notes was $440,000 and $267,265 net of unamortized debt discounts of $0 and $172,735, respectively. During the three months ended November 30, 2016, the Company accrued interest on the 3.5% OID Convertible Notes in the amount of $10,970. Accrued interest on these notes is convertible to common stock at the same terms as the principal. During the three months ended February 28, 2017, the 3.5% OID Convertible Notes became due. The Company entered into restructuring agreements with the Holders under the following terms: new notes (the “January and February 2017 Convertible Notes”) would be issued for the amounts due under the 3.5% OID Convertible Notes; penalties, fees, and accrued interest in the aggregate amount of $212,702 would be added to the principal amount due under the January and February 2017 Convertible Notes; 35,000 shares of common stock would be issued as a commitment fee; the January and February 2017 Convertible Notes would be issued at a discount of 3.5%, and bear interest at the rate of 10% per annum; the notes are convertible at a rate of $0.50 per share, and also contain a variable conversion rate whereby, should the Company subsequently sell common stock at a price less than the conversion price, the conversion price of the January and February 2017 Convertible Notes will be reduced to match the lower conversion price. In addition, the proceeds from one of the January and February 2017 Convertible Notes were used to fully redeem one of the 3.5% OID Convertible Notes. The aggregate amount of principal due under the January and February 2017 Convertible Notes is $614,258. Two of the January and February 2017 Convertible Notes in the aggregate amount of $494,340 are due March 31, 2017, and one of the January and February 2017 Convertible Notes in the amount of $119,918 is due August 17, 2017. In April 2017, the Company received forbearance letters from the Holders of the January and February 2017 Convertible Notes that are due March 31, 2017 to extend the due date to April 17, 2017 in exchange for principal payments in the aggregate amount of $75,000. Discounts attributable to the beneficial conversion features of the January and February 2017 Convertible Notes were calculated in the aggregate amount of $426,154. $177,181 of this amount was amortized to interest expense during the three months ended February 28, 2017; unamortized discounts in the aggregate amount of $252,783 is carried on the Company’s balance sheet at February 28, 2017. During the three months ended May 31, 2017, the January and February 2017 Convertible Notes became due. On April 4, 2017, the Company entered into a forbearance agreement with the Holders with the following terms: the Company would pay $75,000 towards the balance of the note in exchange for an extension of the maturity date of the notes until April 17, 2017. On April 18, 2017 the Company entered into an additional forbearance agreement with the Holders with the following terms: the Company would pay a penalty of $45,000 to the Holders in exchange for an extension of the maturity date until May 1, 2017. On April 28, 2017, the Company entered into an additional forbearance agreement with the other two Holders with the following terms: the Company would pay a penalty of $20 to the Holders in exchange for an extension of the maturity date until June 2, 2017. The Holders also converted $15,000 of principal and $10,000 of accrued interest into 208,333 shares of common stock. As of May 31, 2017 the balance due on the January and February 2017 Convertible Notes was $614,258. The Company also amortized $267,829 of the discount during the three months ended May 31, 2017 to interest expense; the unamortized discount as of May 31, 2017 was $85,212. BK Consulting Notes On October 28, 2015, the Company issued an unsecured convertible loan to a related party of $1,700, non-interest bearing, due on demand and convertible into Common Stock at a rate $0.002 per share, from a major shareholder, BK Consulting, to fund operations. The Company calculated the beneficial conversion feature embedded in the convertible note. The conversion feature, in the amount of $1,700, was recorded as debt discount. On November 2, 2015, the Company converted $29,500 of convertible debt due to the Company’s major shareholder, BK Consulting, into 14,750,400 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. On November 10, 2015, the Company converted $10,744 of convertible debt due to the debt holder, BK Consulting, into 5,371,500 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. The Company calculates any beneficial conversion feature embedded in its convertible notes via the intrinsic value method. The conversion feature was considered a discount to the notes, to the extent the aggregate value of the conversion feature did not exceed the face value of the notes. These discounts are amortized to interest expense through earlier of the term or conversion of the notes. During the three months ended November 30, 2015, the Company recorded debt discounts in the amount of $1,700, respectively. During the three months ended November 30, 2016, the Company amortized debt discounts to interest expense in the aggregate amount of $1,700. As of May 31, 2017 and August 31, 2016 the balance of the convertible debt due to BK Consulting was $0 and $0. The Company recorded imputed interest on all outstanding BK Consulting convertible notes at a rate of 8%. The Company recorded imputed interest in the amount of $0 and $553 during the three months ended May 31, 2017 and 2016 related to the BK Consulting convertible notes. |
Note 10 - Stockholders' Equity |
9 Months Ended |
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May 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 – Stockholders’ Equity Preferred stock The Company is authorized to issue 20,000,000 shares of $0.001 par value preferred stock as of May 31, 2017 and August 31, 2016. The Company has 1,000 shares of preferred stock issued and outstanding as of May 31, 2017, 2016 and August 31, 2016. Common stock The Company is authorized to issue 580,000,000 shares of $0.001 par value common stock as of May 31, 2017 and August 31, 2016. The Company has 78,018,636 and 77,775,303 shares of common stock issued and outstanding as of May 31, 2017 and August 31, 2016. On November 2, 2015, BK Consulting converted $29,500 of convertible debt into 14,750,400 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. On November 3, 2015, the Company issued 14,500,000 shares of common stock at par value, $0.001 per share, to a third party investor, for cash proceeds of $14,500. On November 10, 2015, BK Consulting converted $10,744 of convertible debt into 5,371,500 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized. On November 11, 2015, the Company issued 5,371,500 shares of common stock at par value, $0.001 per share, to BK Consulting, for a stock subscription receivable, valued at $5,372. As of August 31, 2016, subscription receivables were $5,372. On May 11, 2016, the Company issued 200,000 shares of common stock, valued at $360,000 as commitment shares to convertible note holders. These shares were issued at fair value based on the market price at issuance of $1.80 per share. On January 4, 2017, the Company issued 35,000 shares of common stock, valued at $68,950 as commitment shares to convertible note holders. These shares were issued at fair value based on the market price at issuance of $1.80 per share. On May 2, 2017, the Company issued 208,333 shares of common stock, for the conversion of $15,000 of principal and $10,000 of accrued interest of convertible notes payable. |
Note 11 - Fair Value of Financial Instruments |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | Note 11 – Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no other items that required fair value measurement on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2017 and August 31, 2016.
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Note 12 - Asset Purchase Agreement |
9 Months Ended | |||||||||||||||
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May 31, 2017 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Business Combination Disclosure [Text Block] | Note 12 – Asset Purchase Agreement On May 18, 2016 the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sharp Innovations, LLC (“Seller”) to acquire certain assets consisting of (a) tangible assets of Seller consisting of approximately 450 containers of that performance drink currently marketed under the name “sports leg and lung”; (b) all intangible assets of Seller, including goodwill, licenses, patents, trade secrets, trademarks, copyrights, marketing rights, etc., specifically relating to and including certain intellectual property described as: that certain website URL www.sportslegandlung.com, the product formula for that performance drink currently marketed under the name “sports leg and lung”, all proprietary data owned and collected by the Seller with respect to the Product, and all rights of any description related to two future product formulations (one for weight loss and one for anti-aging, both of which the Seller has agreed to develop to completion and timely deliver to the Purchaser at no further charge). The purchase price consisted of Two Hundred Fifty Thousand ($250,000) Dollars in cash. The acquisition of the assets has been accounted for as a purchase in accordance with ASC Topic 805 Business Combinations and the assets have been included in the Company’s financial statements since May 18, 2016. The Company obtained a third-party independent valuation of the assets acquired. The acquisition date estimated fair value prior to impairment of assets acquired consisted of following:
During the year ended August 31, 2016 the Company performed test on intangible assets and recorded an intangible asset impairment loss of $248,951. |
Note 13 - Subsequent Events |
9 Months Ended |
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May 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13 – Subsequent Events On June 1, 2017 and June 30, 2017, the Company issued demand notes to its President and CEO in the amount of $7,000 and $11,000, respectively, for cash received. On June 2, 2017, note holders converted principal of the January and February 2017 Convertible Notes in the amount of $25,000 into 208,333 shares of common stock. On June 5, 2017, the Company entered into a forbearance agreement with Holders of the January and February 2017 Convertible Notes with the following terms: principal due under the Notes would be increased by $50,111 in exchange for extending the due date of the note to December 27, 2017, and the Holders would waive the $163,151 default penalty associated with the Notes. On June 8, 2017, the Company entered into a forbearance agreement with Holders of the January and February 2017 Convertible Notes with the following terms: principal due under the Note would be increased by $28,792 in exchange for extending the due date of the note to December 27, 2017. We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements. |
Accounting Policies, by Policy (Policies) |
9 Months Ended | ||||
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May 31, 2017 | |||||
Accounting Policies [Abstract] | |||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The Company has adopted a fiscal year end of August 31st. |
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Use of Estimates, Policy [Policy Text Block] | 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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had cash and cash equivalents of $1,484 and $10,197 as of May 31, 2017 and August 31, 2016, respectively. |
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Inventory, Policy [Policy Text Block] | Inventory Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method. The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at May 31, 2017 and August 31, 2016. |
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Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets generally arise from business combinations accounted for under the purchase method. The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired. |
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Property, Plant and Equipment, Policy [Policy Text Block] | Equipment Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows:
As of May 31, 2017 and August 31, 2016 the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 and $1,638 for the nine months ended May 31, 2017 and 2016, respectively. Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. |
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Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped through a third party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
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Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis. |
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Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2017 and August 31, 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses |
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Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 7). |
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Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common stock outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common stock outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 1 - Nature of Business and Significant Accounting Policies (Tables) |
9 Months Ended | ||||
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May 31, 2017 | |||||
Accounting Policies [Abstract] | |||||
Property, Plant and Equipment [Table Text Block] |
Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows:
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Note 5 - Accounts Payable and Accrued Liabilities (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] |
Accounts payable and accrued liabilities consist of the following:
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Note 8 - Derivative Liability (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Text Block [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the period ended May 31, 2017:
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Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] |
The derivative liabilities incurred valued based upon the following assumptions and key inputs at May 31, 2017 and August 31, 2016:
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Note 11 - Fair Value of Financial Instruments (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] |
The following summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2017 and August 31, 2016.
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Note 12 - Asset Purchase Agreement (Tables) |
9 Months Ended | |||||||||||||||
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May 31, 2017 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
The acquisition date estimated fair value prior to impairment of assets acquired consisted of following:
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Note 1 - Nature of Business and Significant Accounting Policies (Details) - USD ($) |
9 Months Ended | |||
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May 31, 2017 |
May 31, 2016 |
Aug. 31, 2016 |
Aug. 31, 2015 |
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Accounting Policies [Abstract] | ||||
Cash, FDIC Insured Amount | $ 250,000 | |||
Cash and Cash Equivalents, at Carrying Value | 1,484 | $ 89,088 | $ 10,197 | $ 0 |
Depreciation | $ 0 | $ 1,638 |
Note 1 - Nature of Business and Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment, Estimated Useful Lives |
9 Months Ended |
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May 31, 2017 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Note 2 - Going Concern (Details) - USD ($) |
May 31, 2017 |
Aug. 31, 2016 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (2,786,598) | $ (1,365,214) |
Working Capital (Deficit) | $ (1,126,651) |
Note 3 - Change of Control (Details) - Majority Shareholder [Member] |
Apr. 25, 2016
shares
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Note 3 - Change of Control (Details) [Line Items] | |
Investment Owned, Balance, Shares | 55,030,600 |
Equity Method Investment, Ownership Percentage | 71.00% |
Note 4 - Note Receivable (Details) - USD ($) |
3 Months Ended | |
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Sep. 15, 2016 |
Nov. 30, 2016 |
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Receivables [Abstract] | ||
Sale of Stock, Percentage of Ownership before Transaction | 100.00% | |
Note Acquired | $ 5,000 | |
Note Receivable, Interest Rate | 10.00% | |
Proceeds from Collection of Notes Receivable | $ 5,000 |
Note 5 - Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) |
May 31, 2017 |
Aug. 31, 2016 |
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Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 102,750 | $ 28,371 |
Payroll and related | 6,913 | 2,903 |
Accrued interest | 5,311 | 13,472 |
$ 114,974 | $ 44,746 |
Note 6 - Accrued Officer Salary (Details) - USD ($) |
3 Months Ended | |
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May 31, 2017 |
Aug. 31, 2016 |
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Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||
Officers' Compensation | $ 24,000 | |
Due to Officers or Stockholders, Current | $ 96,000 | $ 24,000 |
Note 8 - Derivative Liability (Details) - Fair Value, Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation |
9 Months Ended |
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May 31, 2017
USD ($)
| |
Liabilities Measured at Fair Value | |
Balance | $ 254,952 |
Issuances | 462,431 |
Conversions / redemptions | (775,106) |
Revaluation | 342,270 |
Balance | $ 284,547 |
Note 8 - Derivative Liability (Details) - Fair Value Measurements, Recurring, Valuation Techniques - $ / shares |
9 Months Ended | 12 Months Ended |
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May 31, 2017 |
Aug. 31, 2016 |
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Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected dividends: | 0.00% | 0.00% |
Expected volatility: | 244.40% | |
Expected term (years): | 73 days | |
Risk free interest rate: | 0.26% | |
Stock price (in Dollars per share) | $ 1.89 | |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility: | 37.80% | |
Expected term (years): | 14 days | |
Risk free interest rate: | 0.264% | |
Stock price (in Dollars per share) | $ 0.51 | |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility: | 276.90% | |
Expected term (years): | 6 months | |
Risk free interest rate: | 0.98% | |
Stock price (in Dollars per share) | $ 1.97 |
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis - USD ($) |
May 31, 2017 |
Aug. 31, 2016 |
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Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 284,547 | $ 254,952 |
Fair Value, Inputs, Level 1 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Note 11 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 284,547 | $ 254,952 |
Note 12 - Asset Purchase Agreement (Details) - USD ($) |
12 Months Ended | |
---|---|---|
May 18, 2015 |
Aug. 31, 2016 |
|
Business Combinations [Abstract] | ||
Asset Acquisition, Description | (a) tangible assets of Seller consisting of approximately 450 containers of that performance drink currently marketed under the name “sports leg and lung”; (b) all intangible assets of Seller, including goodwill, licenses, patents, trade secrets, trademarks, copyrights, marketing rights, etc., specifically relating to and including certain intellectual property described as: that certain website URL www.sportslegandlung.com, the product formula for that performance drink currently marketed under the name “sports leg and lung”, all proprietary data owned and collected by the Seller with respect to the Product, and all rights of any description related to two future product formulations (one for weight loss and one for anti-aging, both of which the Seller has agreed to develop to completion and timely deliver to the Purchaser at no further charge) | |
Purchase Price of Inventory and Intangibles | $ 250,000 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 248,951 |
Note 12 - Asset Purchase Agreement (Details) - Schedule of Recognized Identified Assets Acquired |
May 18, 2016
USD ($)
|
---|---|
Schedule of Recognized Identified Assets Acquired [Abstract] | |
Inventory | $ 1,049 |
Intangible asset | 248,951 |
Total purchase price | $ 250,000 |
Note 13 - Subsequent Events (Details) - USD ($) |
Jun. 08, 2017 |
Jun. 05, 2017 |
Jun. 02, 2017 |
May 02, 2017 |
Jun. 30, 2017 |
Jun. 01, 2017 |
Feb. 28, 2017 |
---|---|---|---|---|---|---|---|
Note 13 - Subsequent Events (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 70,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 208,333 | ||||||
Subsequent Event [Member] | |||||||
Note 13 - Subsequent Events (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 208,333 | ||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 28,792 | $ 50,111 | |||||
Debt Instrument, Fee Amount | $ 163,151 | ||||||
Debt Instrument, Maturity Date | Dec. 27, 2017 | ||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Note 13 - Subsequent Events (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 11,000 | $ 7,000 |
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