STOCKHOLDERS’ EQUITY

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Stockholders’ Equity

The Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $0.0001 per share, and 20,000,000 shares of preferred stock with a par value of $0.0001 per share. As of November 30, 2023, and August 31, 2023, there were 49,748,705 and 49,665,649 shares of common stock outstanding, respectively. As of November 30, 2023 and August 31, 2023, our board of directors had authorized the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 500,000 shares, of which 453,966 shares had been issued.

Issuance of Shares

During the three months ended November 30, 2023, the Company issued the following shares:

· 83,056 shares were issued to an officer pursuant to the terms of his employment contract, which entitle the officer to a quarterly bonus payable in shares of common stock. The shares were valued at $36,545, or $0.44 per share, based on the value indicated by the Company’s recently completed Unit Offering. The bonus shares vest on January 15, 2027 if the officer is still employed with us on that date, and are amortized from the date of issuance to January 15, 2027.

The Company estimates the fair value of stock-based compensation based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). The Company attributes compensation to expense using the straight-line method. Since the Company’s common stock is thinly traded, the Company utilizes the value, or an estimate thereof, paid by third parties for common stock in arms-length transactions with the Company. In particular, the Company used the estimated fair value of its common stock derived from a Unit Offering completed in June 2022. Under the Unit Offering, the Company issued investors Units consisting of one share of common stock, one Class C-1 Warrant and one Class C-2 Warrants for $1.25 per Unit. The value of the Class C-1 and 2 Warrants were deducted from the Unit price to determine the fair value of the common stock included in the Units. The Class C-1 and 2 Warrants were valued under the Black-Scholes method using the following assumptions: volatility 223.30%; annual rate of quarterly dividends 0%; term 3 years; treasury bill rate 0.4%.

Warrants

As of November 30, 2023, and August 31, 2023, the Company had the following warrants outstanding:

Class	Amount Outstanding		Exercise Price		Expiration Date
Class A Warrants		590,000	$	2.00	August 5, 2024
Class B Warrants		590,000	$	5.00	August 5, 2024
Class C-1 Warrants		4,147,600	$	2.00	January 15, 2025
Class C-2 Warrants		4,147,600	$	4.00	January 15, 2025
Class C-3 Warrants		25,600	$	1.25	June 27, 2027
Total		9,500,800