10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED AUGUST 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___ TO ___

Commission File Number: 000-55418

 

KUSHCO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-5268202
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11958 Monarch Street, Garden Grove, CA 92841

(Address of principal executive offices, including zip code)

(714) 243-4311

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x  NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  

¨    Yes     x    No

The aggregate market value of the voting and non-voting common equity held by non-affiliates on February 28, 2018 was approximately $171,580,579.

As of April 8, 2019, there were 88,017,716 shares of our common stock issued and outstanding.

Documents Incorporated by Reference

Portions of the KushCo Holdings, Inc. Definitive Proxy Statement filed on December 28, 2018 in connection with the 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to Form 10-K for the fiscal year ended August 31, 2018, amends KushCo Holdings, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended August 31, 2018, which was originally filed with the Securities and Exchange Commission on November 29, 2018 (the “Original Filing”).

In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the fiscal quarter ended February 28, 2019, the Company identified inadvertent errors in the accounting for certain shared-settled contingent consideration obligations relating to the Company’s acquisition of CMP Wellness in May 2017, Summit Innovations in May 2018, and the Hybrid Creative in July 2018.  In connection with those acquisitions, contingent equity consideration relating to certain earn-out arrangements were accounted for as equity. Upon further evaluation, the Company determined that the share-settled contingent consideration should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations.

This amendment is being filed solely to (i) restate the financial statements for the accounting error described above and as further described in Notes 1, 2, 3, 4, 5, 9, 14 and 18 to the financial statements (and make corresponding changes to Risk Factors and the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in this Amendment) and (ii) amend Item 9A (Controls and Procedures).

Generally, no changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This amendment speaks as of the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.

KUSHCO HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K/A

FOR THE FISCAL YEAR ENDED AUGUST 31, 2018

TABLE OF CONTENTS

PART I
Item 1. Business	4
Item 1A. Risk Factors	11
Item 1B. Unresolved Staff Comments	20
Item 2. Property	20
Item 3. Legal Proceedings	21
Item 4. Mine Safety Disclosures	21
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6. Selected Financial Data	22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	30
Item 8. Financial Statements and Supplementary Data	30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	30
Item 9A. Controls and Procedures	30
Item 9B. Other Information	31
PART III
Item 10. Directors, Executive Officers and Corporate Governance	32
Item 11. Executive Compensation	32
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13. Certain Relationships and Related Transactions, and Director Independence	32
Item 14. Principal Accounting Fees and Services	32
PART IV
Item 15. Exhibits and Financial Statement Schedules	32
Signatures

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FORWARD-LOOKING STATEMENTS

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “Kush”, “the Company”, “we,” “us,” and “our,” refer to KushCo Holdings, Inc., a Nevada corporation, and its subsidiaries.

Forward-Looking Statements

This Annual Report on Form 10-K/A contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each as amended. The forward-looking statements are principally, but not exclusively, contained in “Item 1: Business” and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, and our plans, objectives, expectations and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “goals,” “sees,” “estimates,” “projects,” “predicts,” “intends,” “think,” “potential,” “objectives,” “optimistic,” “strategy,” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 11 of this Annual Report on Form 10-K/A. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

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PART I

Item 1.   Business

Company and Product Overview

KushCo Holdings, Inc. (formerly known as Kush Bottles, Inc.) markets and sells packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions to customers operating in the regulated medical and recreational cannabis industries.  As an innovator in custom packaging design and implementation, we combine creativity with compliance to provide the right solutions for our customers.  The ability to source almost anything a customer needs makes us a one-stop-shop packaging solutions provider.  We also provide custom branding on packaging products, which allows our customers to turn their packaging into an effective marketing tool. Our core products sold are in accordance with Title 16 of the Code of Federal Regulations Part 1700 of the Poison Prevention Packaging Act.  The testing standards for certification meet the stringent requirements as set by the Consumer Product Safety Commission (“CPSC”).  In addition, the materials used for production are FDA-approved food grade and BPA-free.  By offering a product mix that is already tested compliant, we give peace of mind to customers and reduce liability on their end.  

Our packaging business primarily consists of bottles, bags, tubes, and containers. We maintain relationships with a broad range of manufacturers, which enables us to source a plethora of packaging products in a cost-effective manner and pass such cost savings to our customers. That allows us to offer quick solutions to our customers and ensure that their products will be of superior grade and made with environmentally safe materials. In addition to a complete product line, we have sophisticated labeling and customization capabilities, which allow us to add significant value to our customers’ packaging design processes. Our products are utilized by local urban farmers, green house growers, and medical and recreational cannabis dispensaries.

Bottles. Our pop top bottles meet all of the standards for child resistant requirements as set by the CPSC.  The pop-top bottle is unique to the pharmaceutical packaging world because instead of a traditional push and turn bottle, the pop-top requires a squeeze motion that actually pops the attached top up and open. We carry the bottles in various sizes and colors.   

Bags. We provide an array of packaging solutions in the form of a bag.  The selection of bags we provide includes child resistant exit bags, traditional paper exit bags, and a vast selection of food grade safe foil barrier bags.  All bags are available in stock designs and are fully customizable.

Tubes. We offer a complete line of tubes in two standard sizes, each available in a wide variety of colors. We believe that we are one of the largest suppliers of tubes to the cannabis industry in the United States. Our focus and investments are made to ensure that we are able to meet the increasing trend towards impermeable casing, substantially extending shelf life for pre-packaging. The tubes have a positive seal for enhanced freshness and are odor tight for secure storage and content privacy.  All tubes are made with food grade, BPA-free, polypropylene in compliance with FDA regulation. We maintain several unique designs in this market that combine tube and closure that we believe are viewed as very innovative both in appearance and functionality. We believe that our ability to provide creative package designs, combined with a complementary line of closures, makes us a preferred supplier for many customers in our target market.

Containers. We provide a diverse selection of smaller sized containers composed of either polystyrene, silicone-lined polystyrene or glass. Our silicone-lined polystyrene containers offer durability and convenience by combining the ease of a non-stick silicone lined with the rigidity and clarity of a polystyrene outer layer.

Vaporizers.  We offer a wide selection of vaporizer cartridges with core materials ranging from plastic to glass and heating technology from cotton wicks to ceramic and wickless materials.  We also offer a wide selection of batteries to match the cartridges.  Batteries range from button-less standard heating to push-button adjustable heating settings.  Most of vaporizer cartridge, battery, and disposable units can be customized for clients, including adjusting colors, materials, and adding logos and images per clients’ request.  We deliver the vaporizer products unassembled and deliver the hardware directly to client’s where the product is then filled and assembled at client’s place of business by their personnel.

Hydrocarbon Gases. We provide ultra-pure hydrocarbon gases, including isobutene, n-butane, propane, ethanol, pre-mixes, custom blends and other solvents. These substances are essential in the extraction process which produces products that supply the vaping and concentrate sector of the market. We ship these products to customers from ten distribution hubs in key markets across the country under a hazmat compliant structure.

Branding Solutions. Our wholly-owned subsidiary, The Hybrid Creative, is a full-spectrum creative agency based in Santa Rosa, California. It serves both cannabis and non-cannabis clients across the U.S., Canada and Europe. The Hybrid Creative’s services include brand strategy, design and marketing, web application development and e-commerce solutions.

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Our Corporate History and Background

KushCo Holdings, Inc. (“Kush”) was incorporated in the state of Nevada on February 26, 2014.  We specialize in the wholesale distribution of packaging supplies and customized branding solutions for the cannabis industry. Our wholly owned subsidiary Kim International Corporation (“KIM”), a California corporation, was originally incorporated as Hy Gro Economics Corporation ("Hy Gro") on December 2, 2010. On October 30, 2012, Hy Gro amended its articles of incorporation to reflect a name change to KIM International Corporation.

On April 10, 2015, we entered into an equity purchase agreement to acquire all of the issued and outstanding membership interests in Dank Bottles, LLC ("Dank"), a Colorado limited liability company. In exchange for the purchased interests, the Company paid cash consideration of $373,725 and issued 3,500,000 shares of common stock to the sellers of Dank.

On May 1, 2017 we and KBCMP, Inc., our newly formed wholly-owned subsidiary (“Merger Sub”), entered into an Agreement of Merger (the “Merger Agreement”) with Lancer West Enterprises, Inc., a California corporation and Walnut Ventures, a California corporation, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in our indirect acquisition of CMP Wellness, LLC (“CMP”), a California limited liability company. Prior to the merger, CMP was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. The membership interest in CMP was the sole asset of each of Lancer West Enterprises, Inc. and Walnut Ventures. As a result, CMP became an indirect wholly-owned subsidiary of us. CMP is a distributor of vaporizers, cartridges and accessories.  The agreement provides for a twelve-month performance based earn-out payment.

On May 2, 2018, we and KCH Energy, LLC, a wholly-owned subsidiary of the Company (“KCH”), completed our acquisition of Summit Innovations, LLC (“Summit”), a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Agreement and Plan of Merger with Summit, Summit merged with and into KCH, with KCH as the surviving entity.

On July 11, 2018, we entered into a Membership Interest Purchase Agreement with the members of Zack Darling Creative Associates, LLC (“ZDCA”), parent of wholly-owned subsidiary, Hybrid Creative, LLC (“Hybrid”), a specialist design agency, whereby we purchased the entire issued membership interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA.

Recapitalization

On March 4, 2014, the stockholders of KIM exchanged all 10,000 of their common shares of KIM for 32,400,000 common shares of Kush. The operations of KIM became the operations of Kush after the share exchange and accordingly, the transaction is accounted for as a recapitalization of KIM, whereby the historical financial statements of KIM are presented as the historical financial statements of the combined entity.

Subsequent to the share exchange, the members of KIM owned 32,400,000 of shares of our common stock, effectively obtaining operational and management control of Kush. Kush had no operations prior to the share exchange. As a result of the recapitalization, KIM was the acquiring entity in accordance with ASC 805, Business Combinations. The accumulated losses of KIM were carried forward after the completion of the share exchange. Operations prior to the share exchange were those of KIM.

Marketing and Sales Channels

We sell primarily into the business-to-business market, which includes legally operating medical and adult-use dispensaries, growers, and MIP producers (Marijuana Infused Products) and brand owners in states with marijuana programs. We reach our large and diversified customer base through our direct sales force, our user-friendly website, and the strategic use of re-distributors. Our sales, fulfillment and support staff meet with customers to understand their needs and improve our product offerings and services.  We are able to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, when applicable, which enables us to develop expertise that is highly valued by our customers.  In addition, inside and outside sales representatives, marketing managers, and executives oversee the marketing and sales efforts.  Operational personnel work closely with sales personnel and customer service representatives to satisfy customers’ needs through the distribution of high-quality products, on-time deliveries, value-added regulatory insight, and customized branding solutions.

Our marketing activities include brand and logo development, advertising, websites, public relations, newsletters, catalogs and brochures, and all other points of contact with customers and prospective customers. We have ongoing campaigns in each of these areas, which are detailed below.

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Branding. We believe that we have built one of the strongest and most recognizable brands in the cannabis industry. We recognized early on the importance of creating a strong, identifiable and lasting brand that would separate our Company from the competition, and resonate with customers. Our logo, our name, the style of our ads, and all collateral material reflect our “brand image.”

Advertising. We run ads periodically in certain trade publications and on specific websites that reach our target audience. We believe providing ongoing exposure of our brand and product offering enhances the value of our corporate brand.

Public Relations. We have an active public relations program, which has helped build the Kush brand and position our Company not only as a leader in the industry, but as the company with expertise in compliance issues and depth of understanding into state and local regulations governing the cannabis industry. This expertise is provided to our business-to-business customers, to help them stay compliant and operate within all applicable rules. We believe that we have enjoyed great success in our public relations campaigns, and have appeared in numerous newspaper articles and television reports.

Email Marketing. We maintain a list of our customers and prospects, and we email to them regularly. These campaigns may be seasonally based (such as holiday specials), or may be “news” based to act as a vehicle to communicate important information.  Staying in touch with our customers and our prospects is another key component in our marketing program.

Collateral. We have designed brochures, sales sheets, and catalogs that we use in our sales and marketing programs. These professionally designed and quality-printed pieces have been created using the Kush brand guidelines, and help promote our Company while serving as useful sales tools.

Sales. We have a team of sales professionals that drive our revenues. These dedicated individuals maintain contact with existing clients and secure on-going orders, as well as have frequent communications with prospective customers.  Our sales team is anchored by Territory Sales Managers (TSMs) that are strategically placed in the field.  Each TSM is based in the region which they service.  We believe this “boots on the ground” approach allows Kush to develop deep relationships with the key players in each major market.  While the TSMs are out building relationships in the field, they are supported by a Sales Support Specialist (SSS) in our nearest geographical distribution center.  The SSS is responsible for prospecting new leads, coordinating site visits for the TSM, processing routine orders, and managing custom projects for clients.  We believe this hands-on approach is vital in a new emerging market where value-add can be provided through educational and evangelical sales messaging.

Competition. We face competition from dozens of competitors of varying sizes and geographic reach, who produce and sell products similar to ours. Our sales could be reduced significantly if our competitors develop and market products that are more effective, more convenient, or are less expensive than our products.  We believe that we have differentiated ourselves from competitors due to several factors. We have built what we consider to be one of the strongest brands in the industry. We have a physical presence in key states such as California, Washington, Nevada, Colorado and Massachusetts which enable us to meet our customers’ demands at a speed that supersedes the competition. We have the highest quality and largest variety of products that meet the certification standards for child-resistance. We believe we offer the best customized branded packaging solutions in the market. Additionally, we have a knowledge base and expertise that is unmatched in our industry. As a result, we have become more than just a supplier to our customers – we have become a trusted partner, with insight and recommendations that help our customers’ businesses grow and thrive. In addition to many short-term competitive advantages, Kush is committed to building out a suite of products that are exclusive to the company using intellectual property, branding, trademarks, or joint ventures.  Currently, the company has one granted patent and several in process, as well as numerous trademarks.

Customers

We service customers across several industries including all areas of the legal cannabis supply chain from growers to dispensary retailers. As the industry matures, the size of our largest customers has increased by overall spend as well as the number of items purchased. We believe this trend is likely to continue and will benefit our “one stop shop” strategy for our customers’ ancillary needs.

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	> $10,000 - < $50,000		> $50,000 - < $100,000		> $100,000 - < $250,000		> $250,000 - < $500,000		> $500,000
Customer Count		546		88		51		18		14
Average # of SKUs Purchased		15		21		33		37		45
Average Revenue	$	27,739	$	68,631	$	144,568	$	334,351	$	917,071

The table above outlines our customer base for customers spending more than $10,000 for the fiscal year ended August 31, 2018. The table highlights:

· the number of customers in each revenue grouping,

· the average number of SKU’s (stock keeping unit) purchased per customer, and

· the average revenue per customer in each revenue grouping.

The data demonstrates that larger customers are purchasing an ever-increasing variety of products. This scenario allows us to meet the majority of the customer’s ancillary product needs and allows us to secure improved pricing as a result of our increased scale and purchasing power.

Customer Size	FY2016		FY2017		FY2018
> $50,000 - < $100,000		6		29		88
> $100,000 - < $250,000		5		13		51
> $250,000 - < $500,000		2		7		18
> $500,000		-		5		14

The table above breaks down the number of customers who spent more than $50,000 per year for the fiscal years ended August 31, 2016, 2017 and 2018. The table demonstrates the growth in our large customer base as well as growth in the number of large customers purchasing $500,000 or more per year. 

SHIPPING STATE/PROVINCE	Q4 18 REVENUE		Q4 18 vs. Q3 18 GROWTH %			% Of 2018 REVENUE			2018 REVENUE
CA	$	9,596,551		65.1	%		48.7	%	$	25,338,460
WA	$	2,326,746		15.8	%		13.5	%	$	7,022,534
CO	$	2,138,447		95.1	%		10.6	%	$	5,498,265
NV	$	1,159,838		61.8	%		5.9	%	$	3,081,660
OR	$	1,404,831		79.1	%		5.9	%	$	3,055,179
MA	$	246,848		27.1	%		1.2	%	$	605,276
AK	$	156.142		15.7	%		0.8	%	$	427,193
ME	$	172,269		41.4	%		0.7	%	$	355,955
Rec State Total	$	17,201,672		58.5	%				$	45,384,522
Other US	$	2,012,630		13.8	%		10.4	%	$	5,402,010
CAN Totals	$	509,767		127.9	%		1.6	%	$	852,576
world Totals	$	237,670		320.9	%		0.8	%	$	435,731
Total	$	19,961,739		54.7	%				$	52,074,839

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The table above breaks down our revenue by geography for the fiscal year ended August 31, 2018. We have broken out the sales and quarter-over-quarter revenue growth rate for each of the following groups:

· Adult-use states;

· Medical only in the U.S.;

· Canada; and

· All other countries.

The table highlights the sales growth in California following adult use cannabis legalization on January 1, 2018. This also highlights the growth in our sales in more established markets such as Colorado, Washington and Oregon.

ITEM CLASS	Q4 18 REVENUE		Q4 18 vs. Q3 18 GROWTH			2018 REVENUE		% OF 2018 REVENUE
Vape	$	10,722,137		57.6	%	$	27,709,645		53.2	%
Packaging	$	5,064,402		48.2	%	$	15,145,177		29.1	%
Papers & Supplies	$	2,304,445		52.2	%	$	6,179,750		11.9	%
Energy + Natural Products	$	1,629,436		266.2	%	$	2,291,892		4.4	%
Labels, Seals & Application	$	241,319		32.7	%	$	748,375		1.4	%
	$	19,961,739		54.7	%	$	52,074,839

The table above breaks down fourth quarter and fiscal year 2018 revenue and quarter-over-quarter revenue growth rates by item class. The Energy and Natural Products item class only includes gas sales subsequent to the acquisition of Summit Innovations in May 2018.

Dependence on Major Customers

We have no customers that represented over 10% of revenues during fiscal year ended August 31, 2018.

Sources and Availability of Products

We purchase products and raw materials from different suppliers from time to time on a non-exclusive basis.  We purchase all products and raw materials from suppliers by purchase order.  Our purchase orders are executed on a “spot” basis and contain market pricing, shipment and delivery terms and conditions only.  We do not have any material agreement or arrangement with any supplier other than purchase orders.  For example, we have no material supply agreements or arrangements regarding supplier commitments to medium term or long-term products or raw materials supply, to provide products or raw materials in quantities sufficient for our requirements or to maintain particular levels of supply capacity. We believe that we have maintained strong relationships with our suppliers. We expect that such relationships will continue into the foreseeable future, but we can provide no assurances that these relationships will continue. Based on our experience, we believe that adequate quantities of the raw materials which are used to manufacture our products (i.e. plastic resins) will be available at market prices, but we can provide no assurances as to such availability or the prices thereof.

Research and Development Activities

During the fiscal years ended August 31, 2018 and 2017, our research and development activities included the development of a new child-resistant tube and various other products.  Expenses incurred with research and development during the fiscal years ended August 31, 2018 and 2017 were not material. Our costs to develop products have been financed by internal cash flows and not been borne directly by our customers.

Royalty Agreements

On September 11, 2014, we entered into a royalty agreement with KB Mold Company (“KB Mold”), a related party. KB Mold owned the mold that produces the child-resistant tube that is the subject of our pending patent. Per the terms of the agreement, we were obligated to pay KB Mold a royalty of $0.015 for every tube delivered to us from this mold. We were obligated to purchase 325,000 tubes every three months, beginning on April 29, 2015, the day the first order was received, through December 31, 2019. After ordering and having paid royalties to KB Mold on a minimum of 2,250,000 products, we had the option to purchase the mold from KB Mold for the amount of all direct costs invested by us into the mold. On October 10, 2016, we purchased the mold for $132,487.  We are no longer required to pay any royalties to, or purchase any products from KB Mold.

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Segments

We operate as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, we have completed a number of acquisitions. These acquisitions have allowed us to expand our offerings, presence and reach in the cannabis industry. While we have offerings in multiple geographic locations for our products for the cannabis industry, including products offered as a result of our acquisitions, our business operates in one operating segment because the majority of our offerings operate similarly, and our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the financial statements and accompanying notes.  During the fiscal years ended August 31, 2018 and 2017, all of our operations and long-lived assets were located in the United States, and substantially all of our revenues were attributable to customers located in the United States.

Employees

As of the date of this filing, we have 202 full-time employees. Our employees work at our facilities located across the U.S. Our relations with employees remain satisfactory and there have been no significant work stoppages or other labor disputes.

Environmental Matters and Government Regulation

The Food and Drug Administration (“FDA”) regulates the material content of direct-contact food and drug packages, including certain packages we sell pursuant to the Federal Food, Drug and Cosmetics Act. Certain of our products are also regulated by the Consumer Product Safety Commission (“CPSC”) pursuant to various federal laws, including the Consumer Product Safety Act and the Poison Prevention Packaging Act. Both the FDA and the CPSC can require the manufacturer of defective products to repurchase or recall such products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities and other countries in which we sell our products. We use FDA approved resins and pigments in our products that directly contact food and drug products, and our products are in material compliance with all applicable requirements.

The plastics industry, including us, is subject to existing and potential federal, state, local and foreign legislation designed to reduce solid waste by requiring, among other things, plastics to be degradable in landfills, minimum levels of recycled content, various recycling requirements, disposal fees, and limits on the use of plastic products. In particular, certain states have enacted legislation requiring products packaged in plastic containers to comply with standards intended to encourage recycling and increased use of recycled materials. In addition, various consumer and special interest groups have lobbied from time to time for the implementation of these and other similar measures. We believe that the legislation promulgated to date and such initiatives to date have not had a material adverse effect on us. There can be no assurance that any such future legislative or regulatory efforts or future initiatives would not have a material adverse effect on us.

Thirty-three states and the District of Columbia currently have laws legalizing marijuana in some form. We do not believe that federal or any state laws prohibit us from selling our packaging products to cannabis growers and dispensers. See, however, the risk factors in Item 1A - Risk Factors under the captions “Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability and the inability of our customers to execute our respective business plans,” “Litigation by states affected by marijuana legalization,” and “We and our customers may have difficulty accessing the services of financial institutions and related financial services, which may make it difficult to sell our products and services.”

Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.  For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards.  As a result, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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Circumstances could cause us to lose emerging growth company status.  We will qualify as an emerging growth company until the earliest of:

· The last day of our first fiscal year during which we have total annual gross revenues of $1 billion or more;

· The last day of our fiscal year following the fifth anniversary of the date of our initial public offering;

· The date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period; or

· The date on which we qualify as a “large accelerated filer” under the Exchange Act (qualifying as a large accelerated filer means, among other things, having a public float in excess of $700 million).

Recent Developments

On August 29, 2018, we filed Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”) with the Secretary of State for the State of Nevada. The Amended and Restated Charter changed the Company’s name from Kush Bottles, Inc. to KushCo Holdings, Inc. The Amended and Restated Charter became effective on September 1, 2018, and was approved by the Company’s stockholders at the Company’s 2018 Annual Meeting of Stockholders on May 8, 2018.

On September 21, 2018, we entered into an Asset Purchase Agreement with Smoke Cartel, Inc. (“SMKC”), pursuant to which SMKC acquired certain assets from us relating to our former Roll-Uh-Bowl silicone water pipe product line, including certain intellectual property assets and inventory. The consideration payable to us upon the closing under the purchase agreement consisted of an aggregate of 1,410,415 shares of SMKC common stock.

On November 9, 2018, we and KIM entered into an amendment to the Loan and Security Agreement that we, along with our subsidiaries, entered into with Gerber Finance, Inc. (“Gerber”) on November 6, 2017. Pursuant to this amendment, the aggregate principal amount of the revolving credit facility at any time outstanding was increased to $8.0 million. Additionally, subject to certain exceptions, the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable.

Corporate and Available Information

Our principal corporate offices are located at 11958 Monarch Street, Garden Grove, California 92841 and our telephone number is (714) 243-4311. Our internet address is www.kushco.com. We make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. Our SEC reports can be accessed through the Investor Relations section of our website.

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Item 1A.  Risk Factors

Risks Related to Our Business

We may need additional capital in the future, which could dilute the ownership of current shareholders or we may be unable to secure additional funding in the future or to obtain such funding on favorable terms.

Historically, we have raised equity capital to support and expand our operations. To the extent that we raise additional equity capital, existing shareholders will experience a dilution in the voting power and ownership of their common stock, and earnings per share, if any, would be negatively impacted. Our inability to use our equity securities to finance our operations could materially limit our growth. Any borrowings made to finance operations could make us more vulnerable to a downturn in our operating results, a downturn in economic conditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations. The amount and timing of such additional financing needs will vary principally depending on the timing of new product launches, investments and/or acquisitions, and the amount of cash flow from our operations. If our resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain a credit facility. If our cash flow from operations is insufficient to meet our debt service requirements, we could be required to sell additional equity securities, refinance our obligations, or dispose of assets in order to meet debt service requirements. There can be no assurance that any financing will be available to us when needed or will be available on terms acceptable to us. Our failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition and results of operations.

Even if we obtain more customers, there is no assurance that we will continue to make a profit.

Even if we obtain more customers, there is no guarantee that we will be able to continue to generate a profit. Because we are a small company and have limited capital, we must limit our products and services. Further, we are subject to raw material pricing which can erode the profitability of our products and put additional negative pressure on profitability.  If we cannot operate profitably, we may have to suspend or cease operations.

Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability and the inability of our customers to execute our respective business plans.

Cannabis is a Schedule I controlled substance under the Controlled Substances Act of 1970 (the “CSA”). Even in those jurisdictions in which the manufacture and use of medical cannabis has been legalized at the state level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating these federal controlled substance laws, or conspire with another to violate them. The U.S. Supreme Court has ruled in United States v. Oakland Cannabis Buyers' Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize the sale, possession and use of cannabis, even for medical purposes. We would likely be unable to execute our business plan if the federal government were to strictly enforce federal law regarding cannabis.

In January 2018, the Department of Justice (the “DOJ”) rescinded certain memoranda, including the so-called “Cole Memo” issued on August 29, 2013 under the Obama Administration, which had characterized enforcement of federal cannabis prohibitions under the CSA to prosecute those complying with state regulatory systems allowing the use, manufacture and distribution of medical cannabis as an inefficient use of federal investigative and prosecutorial resources when state regulatory and enforcement efforts are effective with respect to enumerated federal enforcement priorities under the CSA. The impact of the DOJ's rescission of the Cole Memo and related memoranda is unclear, but may result in the DOJ increasing its enforcement actions against the state-regulated cannabis industry generally.

Congress previously enacted an omnibus spending bill that includes a provision prohibiting the DOJ (which includes the Drug Enforcement Agency (the “DEA”)) from using funds appropriated by that bill to prevent states from implementing their medical-use cannabis laws. This provision, however, expires on December 7, 2018, and must be renewed by Congress. In USA vs. McIntosh, the U.S. Court of Appeals for the Ninth Circuit held that this provision prohibits the DOJ from spending funds from relevant appropriations acts to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with such laws. However, the Ninth Circuit's opinion, which only applies to the states of Alaska, Arizona, California, Hawaii, and Idaho, also held that persons who do not strictly comply with all state laws and regulations regarding the distribution, possession and cultivation of medical-use cannabis have engaged in conduct that is unauthorized, and in such instances the DOJ may prosecute those individuals. 

Additionally, financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statutes and the Bank Secrecy Act. The penalties for violation of these laws include imprisonment, substantial fines and forfeiture. Prior to the DOJ's rescission of the “Cole Memo”, supplemental guidance from the DOJ issued under the Obama administration directed federal prosecutors to consider the federal enforcement priorities enumerated in the “Cole Memo” when determining whether to charge institutions or individuals with any of the financial crimes described above based upon cannabis-related activity. With the rescission of the “Cole Memo,” there is increased uncertainty and added risk that federal law enforcement authorities could seek to pursue money laundering charges against entities or individuals engaged in supporting the cannabis industry.

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Federal prosecutors have significant discretion and no assurance can be given that the federal prosecutor in each judicial district where we operate will not choose to strictly enforce the federal laws governing cannabis production or distribution. Any change in the federal government's enforcement posture with respect to state-licensed cultivation of cannabis, including the enforcement postures of individual federal prosecutors in judicial districts where we operate, would result in our inability to execute our business plan, and we would likely suffer significant losses, which would adversely affect the trading price of our securities. We have not requested or obtained any opinion of counsel or ruling from any authority to determine if our operations are in compliance with or violate any state or federal laws or whether we are assisting others to violate a state or federal law. In the event that our operations are deemed to violate any laws or if we are deemed to be assisting others to violate a state or federal law, any resulting liability could cause us to modify or cease our operations.

Litigation by States Affected by Marijuana Legalization

Due to variations in state law among states sharing borders, certain states which have not approved any legal sale of marijuana may seek to overturn laws legalizing cannabis use in neighboring states. For example, in December 2014, the attorneys general of Nebraska and Oklahoma filed a complaint with the U.S. Supreme Court against the state of Colorado arguing that the Supremacy Clause (Article VI of the Constitution) prohibits Colorado from passing laws that conflict with federal anti-drug laws and that Colorado’s laws are increasing marijuana trafficking in neighboring states that maintain marijuana bans, thereby putting pressure on such neighboring states’ criminal justice systems. In March 2016 the Supreme Court, voting 6-2, declined to hear this case, but there is no assurance that it will do so in the future. Additionally, nothing prevents these or other attorneys general from using the same or similar cause of action for a lawsuit in a lower federal or other court.

Previously, the Supreme Court has held that drug prohibition is a valid exercise of federal authority under the commerce clause; however, it has also held that an individual state itself is not required to adopt or enforce federal laws with which it disagrees. If the Supreme Court rules that a legal cannabis state’s legislation is unconstitutional, that could result in legal action against other states with laws legalizing medical and/or recreational cannabis use. Successful prosecution of such legal actions by non-marijuana states could have significant negative effects on our business.

We and our customers may have difficulty accessing the service of banks, which may make it difficult to sell our products and services.

Financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statute and the U.S. Bank Secrecy Act. Guidance issued by the Financial Crimes Enforcement Network, or FinCen, a division of the U.S. Department of the Treasury, clarifies how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. Furthermore, supplemental guidance from the DOJ directs federal prosecutors to consider the federal enforcement priorities enumerated in the Cole Memo when determining whether to charge institutions or individuals with any of the financial crimes described above based upon cannabis-related activity. Nevertheless, banks remain hesitant to offer banking services to cannabis-related businesses. Consequently, those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships. Our inability to maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges and could result in our inability to implement our business plan.

We are subject to certain federal regulations relating to cash reporting.

The Bank Secrecy Act, enforced by FinCEN, requires us to report currency transactions in excess of $10,000, including identification of the customer by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements and to verify sources of funds. Substantial penalties can be imposed against us if we fail to comply with this regulation. If we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business, financial condition and results of operations.

Our inability to effectively manage our growth could harm our business and materially and adversely affect our operating results and financial condition.

Our strategy envisions growing our business. We are actively expanding our product, sales, administrative and marketing operations. Any growth in or expansion of our business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems. As with other growing businesses, we expect that we will need to further refine and expand our business development capabilities, our systems and processes and our access to financing sources. We also continue to hire, train, supervise, and manage a significant number of new employees. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We cannot assure that we will be able to:

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· expand our products effectively or efficiently or in a timely manner;

· allocate our human resources optimally;

· meet our capital needs;

· identify and hire qualified employees or retain valued employees; or

· effectively incorporate the components of any business or product line that we may acquire in our effort to achieve growth.

Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial condition.

If we do not successfully generate additional products and services, or if such products and services are developed but not successfully commercialized, we could lose revenue opportunities.

Our future success depends, in part, on our ability to expand our product and service offerings. To that end we have engaged in the process of identifying new product opportunities to provide additional products and related services to our customers. The processes of identifying and commercializing new products is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging trends, our business could be harmed. We have already and may have to continue to commit significant resources to commercializing new products before knowing whether our investments will result in products the market will accept. Furthermore, we may not execute successfully on commercializing those products because of errors in product planning or timing, technical hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources. This could result in competitors providing those solutions before we do and a reduction in net sales and earnings. 

The success of new products depends on several factors, including proper new product definition, timely completion, and introduction of these products, differentiation of new products from those of our competitors, and market acceptance of these products. There can be no assurance that we will successfully identify additional new product opportunities, develop and bring new products to market in a timely manner, or achieve market acceptance of our products or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive.

Our future success depends on our ability to grow and expand our customer base. Our failure to achieve such growth or expansion could materially harm our business.

To date, our revenue growth has been derived from the sale of our products. Our success and the planned growth and expansion of our business depend on us achieving greater and broader acceptance of our products and expanding our customer base. There can be no assurance that customers will purchase our products or that we will continue to expand our customer base. If we are unable to effectively market or expand our product offerings, we will be unable to grow and expand our business or implement our business strategy. This could materially impair our ability to increase sales and revenue and materially and adversely affect our margins, which could harm our business and cause our stock price to decline.

Our suppliers could fail to fulfill our orders for parts used to assemble our products, which would disrupt our business, increase our costs, harm our reputation, and potentially cause us to lose our market.

We depend on third party suppliers around the world, including in China, for materials used to assemble our products. These suppliers could fail to produce products to our specifications or in a workmanlike manner and may not deliver the material or products on a timely basis. Our suppliers may also have to obtain inventories of the necessary parts and tools for production. Any change in our suppliers’ approach to resolving production issues could disrupt our ability to fulfill orders and could also disrupt our business due to delays in finding new suppliers, providing specifications and testing initial production. Such disruptions in our business and/or delays in fulfilling orders could harm our reputation and could potentially cause us to lose our market.

If significant tariffs or other restrictions are placed on our goods imported into the United States from China or any related counter-measures are taken by China, or if such tariffs are increased, our revenue, financial condition, and results of operations may be materially harmed.

If significant tariffs or other restrictions are placed on goods imported into the United States from China or any related counter-measures are taken by China, our revenue and results of operations may be materially harmed. The Trump Administration has signaled that it may alter trade terms between China and the United States, including by limiting trade with China and/or imposing tariffs on imports from China. Between July and September 2018, the U.S. Trade Representative imposed additional duties, ranging from 10% to 25% on a variety of goods imported from China that will potentially be subjected to a 10% tariff until 2019, when the tariffs will increase to 25%. These tariffs apply primarily to our vaporizer and vaporizer accessory products, and as a result, the cost of our products may increase. In addition, any such additional tariffs may also make our products more expensive for consumers, which may reduce consumer demand. We may need to offset the financial impact by, among other things, moving our product manufacturing to other locations where feasible, modifying other business practices or raising prices. If we are not successful in offsetting the impact of any such tariffs, our revenue, gross margins, and operating results may be adversely affected.

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Our inability to effectively protect our intellectual property would adversely affect our ability to compete effectively, our revenue, our financial condition, and our results of operations.

We may be unable to obtain intellectual property rights to effectively protect our branding, products, and other intangible assets. Our ability to compete effectively may be affected by the nature and breadth of our intellectual property rights. While we intend to defend against any threats to our intellectual property rights, there can be no assurance that any such actions will adequately protect our interests. If we are unable to secure intellectual property rights to effectively protect our branding, products, and other intangible assets, our revenue and earnings, financial condition, or results of operations could be adversely affected.

We also rely on non-disclosure and non-competition agreements to protect portions of our intellectual property portfolio. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, that third parties will not otherwise gain access to our trade secrets or proprietary knowledge, or that third parties will not independently develop competitive products with similar intellectual property.

We will be required to attract and retain top quality talent to compete in the marketplace.

We believe our future growth and success will depend in part on our ability to attract and retain highly skilled managerial, product development, sales and marketing, and finance personnel. There can be no assurance of success in attracting and retaining such personnel. Shortages in qualified personnel could limit our ability to increase sales of existing products and services and launch new product and service offerings. 

If we fail to retain key personnel and hire, train and retain qualified employees, we may not be able to compete effectively, which could result in reduced revenue or increased costs.

Our success is highly dependent on the continued services of key management and technical personnel. Our management and other employees may voluntarily terminate their employment at any time upon short notice. The loss of the services of any member of the senior management team, including our Chairman and Chief Executive Officer, Nick Kovacevich; our Chief Financial Officer, Christopher Tedford; our Chief Operating Officer, Jim McCormick; or any of the managerial or technical staff may significantly delay or prevent the achievement of product development, our growth strategies and other business objectives. Our future success will also depend on our ability to identify, recruit and retain additional qualified technical and managerial personnel. We operate in several geographic locations where labor markets are particularly competitive, where demand for personnel with these skills is extremely high and is likely to remain high. As a result, competition for qualified personnel is intense, particularly in the areas of general management, finance, engineering and science, and the process of hiring suitably qualified personnel is often lengthy and expensive, and may become more expensive in the future. If we are unable to hire and retain a sufficient number of qualified employees, our ability to conduct and expand our business could be seriously reduced.

We face risks associated with strategic acquisitions.

As an important part of our business strategy, we have strategically acquired several businesses, and plan to continue strategic acquisitions, some of which may be material. These acquisitions may involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our results of operations:

· Any acquired business could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable;

· We may incur or assume significant debt in connection with our acquisitions;

· Acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long term; and

· Acquisitions could create demands on our management that we may be unable to effectively address, or for which we may incur additional costs.

Additionally, following any business acquisition, we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers.

We may record goodwill and other intangible assets on our consolidated balance sheet in connection with our acquisitions. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our results of operations.

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The Loan Agreement for the Revolving Line contains operating covenants that may restrict our business and financing activities.

The Loan Agreement restricts, among other things, our ability to:

· merge with or acquire all or substantially all of the assets or capital stock of another party;

· incur, assume or cancel certain indebtedness;

· enter into certain transactions with related parties;

· make certain change in business objectives, purposes of operations;

· sell, transfer, issue, convey, assign or otherwise dispose of assets or properties, subject to certain exceptions;

· change our name, state of incorporation, primary office, warehouse or other collateral locations; or

· establish bank accounts with financial institutions.

The operating restrictions and covenants in the Loan Agreement, as well as any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in business activities or expand or fully pursue our business strategies. Our ability to comply with these covenants may be affected by events beyond our control and we may not be able to meet those covenants. A breach of any of the covenants under the Loan Agreement, or Gerber declaring that a material adverse event has occurred, could result in a default under the Loan Agreement, which could cause all of the outstanding indebtedness under the Revolving Line to become immediately due and payable.

If product liability lawsuits are successfully brought against us, we will incur substantial liabilities.

We face an inherent risk of product liability. For example, we may be sued if any product we sell allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit sales of our products. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

· decreased demand for our products;

· injury to our reputation;

· costs to defend the related litigation;

· a diversion of management's time and our resources;

· substantial monetary awards to users of our products;

· product recalls or withdrawals;

· loss of revenue; and

· a decline in our stock price.

In addition, while we continue to take what we believe are appropriate precautions, we may be unable to avoid significant liability if any product liability lawsuit is brought against us.

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We are subject to cyber-security risks, including those related to customer, employee, vendor or other company data and including in connection with integration of acquired businesses and operations.

We use information technologies to securely manage operations and various business functions. We rely on various technologies, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including reporting on our business and interacting with customers, vendors and employees. In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. Our systems are subject to repeated attempts by third parties to access information or to disrupt our systems. Despite our security design and controls, and those of our third-party providers, we may become subject to system damage, disruptions or shutdowns due to any number of causes, including cyber-attacks, breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers, natural disasters or other catastrophic events. It is possible for such vulnerabilities to remain undetected for an extended period. We may face other challenges and risks as we upgrade and standardize our information technology systems as part of our integration of acquired businesses and operations. We have contingency plans in place to prevent or mitigate the impact of these events, however, these events could result in operational disruptions or the misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock.

Our operating results, including net sales, gross margin and net income (loss), as well as our stock price have varied in the past, and our future operating results will continue to be subject to quarterly and annual fluctuations based upon numerous factors, including those discussed in this Item 1A and throughout this report. Our stock price will continue to be subject to daily variations as well. Our future operating results and stock price may not follow any past trends or meet our guidance and expectations.

Our net sales and operating results, net income (loss) and operating expenses, and our stock price have varied in the past and may vary significantly from quarter to quarter and from year to year in the future. We believe a number of factors, many of which are outside of our control, could cause these variations and make them difficult to predict, including:

· fluctuations in demand for our products or downturns in the industries that we serve;

· the ability of our suppliers, both internal and external, to produce and deliver products including sole or limited source components, in a timely manner, in the quantity, quality and prices desired;

· the timing of receipt of bookings and the timing of and our ability to ultimately convert bookings to net sales;

· rescheduling of shipments or cancellation of orders by our customers;

· fluctuations in our product mix;

· the ability of our customers' other suppliers to provide sufficient material to support our customers' products;

· currency fluctuations and stability, in particular the, the Chinese RMB and the U.S. dollar as compared to other currencies;

· introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;

· our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;

· our ability to manage our manufacturing capacity across our diverse product lines and that of our suppliers, including our ability to successfully expand our manufacturing capacity in various locations around the world;

· our ability to successfully and fully integrate acquisitions, such as the historical CMP Wellness businesses, into our operations and management;

· our ability to successfully internally transfer products as part of our integration efforts;

· our reliance on contract manufacturing;

· our customers' ability to manage their susceptibility to adverse economic conditions;

· the rate of market acceptance of our new products;

· the ability of our customers to pay for our products;

· expenses associated with acquisition-related activities;

· access to applicable credit markets by us and our customers;

· our ability to control expenses;

· potential excess and/or obsolescence of our inventory;

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· impairment of goodwill, intangible assets and other long-lived assets;

· our ability to meet our expectations and forecasts and those of public market analysts and investors;

· our ability and the ability of our contractual counterparts to comply with the terms of our contracts;

· damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;

· managing our internal and third-party sales representatives and distributors, including compliance with all applicable laws;

· costs, expenses and damages arising from litigation;

· individual employees intentionally or negligently failing to comply with our internal controls; and

· distraction of management related to acquisition, integration or divestment activities.

Our expenses for any given quarter are typically based on expected sales and if sales are below expectations in any given quarter, the adverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensate for the shortfall. We also base our inventory levels on our forecasted product mix for the quarter. If the actual product mix varies significantly from our forecast, we may not be able to fill some orders during that quarter, which would result in delays in the shipment of our products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause significant fluctuations in quarterly operating results.

Due to these and other factors, such as varying product mix, quarter-to-quarter and year-to-year comparisons of our historical operating results may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results in future quarters and years may be below public market analysts' or investors' expectations, which would likely cause the price of our stock to fall. In addition, over the past several years, U.S. and global equity markets have experienced significant price and volume fluctuations that have affected the stock prices of many companies involved in the cannabis industry as well as in and outside our industry. There has not always been a direct correlation between this volatility and the performance of particular companies subject to these stock price fluctuations. These factors, as well as general economic and political conditions may have a material adverse effect on the market price of our stock in the future.

Charges to earnings resulting from the application of the acquisition method of accounting to the various acquisitions may adversely affect our results of operations.

In accordance with generally accepted accounting principles, we have accounted for acquisitions using the acquisition method of accounting. Under the acquisition method of accounting, we allocated the total purchase price of an acquired company's net tangible and identifiable intangible assets based upon their estimated fair values at the acquisition date. The excess of the purchase price over net tangible and identifiable intangible assets was recorded as goodwill. We have incurred and will continue to incur additional depreciation and amortization expense over the useful lives of certain of the net tangible and intangible assets acquired in connection with the acquisition. In addition, to the extent the value of goodwill or intangible assets with indefinite lives becomes impaired, we may be required to incur material charges relating to the impairment of those assets. These depreciation, amortization and potential impairment charges could have a material impact on our results of operations.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered in determining whether a change in circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include declines in our stock price and market capitalization or future cash flows projections. A decline in our stock price, or any other adverse change in market conditions, particularly if such change has the effect of changing one of the critical assumptions or estimates we used to calculate the estimated fair value of our reporting units, could result in a change to the estimation of fair value that could result in an impairment charge. Any such material charges, whether related to goodwill or purchased intangible assets, may have a material negative impact on our financial and operating results.

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Risks Related to Ownership of our Capital Stock

The trading market for our common stock is limited.

We are quoted on the OTC Markets Group’s OTCQB Over-the-Counter Bulletin Board under the trading symbol “KSHB”. The OTCQB is regarded as a junior trading venue. This may result in limited shareholder interest and hence lower prices for our common stock than might otherwise be obtained. In addition, it may be difficult for our shareholders to sell their shares without depressing the market price for our shares or at all. As a result of these and other factors, our shareholders may not be able to sell their shares. Further, an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of common stock as consideration. If an active market for our common stock does not develop or is not sustained, it may be difficult for our shareholders to sell shares of our common stock.

Our principal stockholders, executive officers and directors own a significant percentage of our common stock and will be able to exert a significant control over matters submitted to the stockholders for approval.

Our officers and directors, and stockholders who own more than 5% of our common stock beneficially own a significant percentage of our common stock. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. These stockholders, if they acted together, could significantly influence all matters requiring approval by the stockholders, including the election of directors. The interests of these stockholders may not always coincide with the interests of other stockholders.

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividend on our common stock and do not currently intend to do so for the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Therefore, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. 

Your percentage ownership will be diluted in the future.

Your percentage ownership will be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees, as well as shares of common stock, or securities convertible into common stock, we issue in connection with future capital raising or strategic transactions. Our 2016 Stock Incentive Plan provides for the grant of equity-based awards to our directors, officers and consultants. The issuance of any shares of our stock would dilute the proportionate ownership and voting power of existing security holders.

Substantial sales of common stock have and may continue to occur, or may be anticipated, which have and could continue to cause our stock price to decline.

We expect that we will seek to raise additional capital from time to time in the future, which may involve the issuance of additional shares of common stock, or securities convertible into common stock. On June 12, 2018, we completed a registered direct offering of 7,500,000 shares of common stock and the issuance of warrants to purchase 3,750,000 shares of common stock. The purchasers of the shares of common stock and warrants to purchase shares of common stock from that offering may sell significant quantities of our common stock in the market, which may cause a decline in the price of our common stock. Further, we cannot predict the effect, if any, that any additional market sales of common stock, or anticipation of such sales, or the availability of those shares of common stock for sale will have on the market price of our common stock. Any future sales of significant amounts of our common stock, or the perception in the market that this will occur, may result in a decline in the price of our common stock.

If we fail to establish or maintain effective internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our common stock may, therefore, be adversely impacted.

Our reporting obligations as a public company place a significant strain on our management, operational and financial resources, and systems for the foreseeable future. Annually, we are required to prepare a management report on our internal control over financial reporting containing our management’s assessment of the effectiveness of our internal control over financial reporting. Management has presently concluded that our internal control over financial reporting is not effective and shall report such in management’s report in this annual report on Form 10-K. In the event that the Company’s status with the SEC changes to that of an accelerated filer from a smaller reporting company, our independent registered public accounting firm will be required to attest to and report on our management’s assessment of the effectiveness of our internal control over financial reporting. Under such circumstances, even if our management concludes that our internal control over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

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We have concluded that certain of our previously issued financial statements should not be relied upon and have restated certain of our previously issued financial statements, which may lead to, among other things, shareholder litigation, loss of investor confidence, negative impact on our stock price and certain other risks. 

As discussed in the Explanatory Note, Note 2, “Restatement” and in Note 18, “Quarterly Information (unaudited)” under Item 8 of this Form 10-K/A, we have concluded that our previously issued consolidated financial statements for the fiscal years ended August 31, 2018 and 2017, and for each of the interim periods ended May 31, 2017, November 30, 2017, February 28, 2018, May 31, 2018 and November 30, 2018, should no longer be relied upon. The determination that the applicable financial statements should no longer be relied upon and that certain financial statements would be restated was made following the identification of misstatements. As a result of these misstatements, we have become subject to a number of additional risks and uncertainties, including unanticipated costs for accounting and legal fees in connection with or related to the restatement, shareholder litigation and government investigations. Any such proceeding could result in substantial defense costs regardless of the outcome of the litigation or investigation. If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs.

We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements negatively affecting our results of operations.

We are in the process of implementing certain remediation actions. See Item 9A. “Controls and Procedures” of this Form 10-K/A for a description of these remediation measures. To the extent these steps are not successful, not sufficient to correct our material weakness in internal control over financial reporting or are not completed in a timely manner, future financial statements may contain material misstatements and we could be required to restate our financial results. Any of these matters could adversely affect our business, reputation, revenues, results of operations, financial condition and stock price and limit our ability to access the capital markets through equity or debt issuances.

The market price of our common stock may be volatile and may be affected by market conditions beyond our control. The market price of our common stock is subject to significant fluctuations in response to, among other factors:

· variations in our operating results and market conditions specific to our business;

· the emergence of new competitors or new technologies;

· operating and market price performance of other companies that investors deem comparable;

· changes in our Board or management;

· sales or purchases of our common stock by insiders;

· commencement of, or involvement in, litigation;

· changes in governmental regulations, in particular with respect to the cannabis industry; and

· general economic conditions and slow or negative growth of related markets.

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to our Board of Directors and management.

The application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

· that a broker or dealer approve a person’s account for transactions in penny stocks,

· the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

· In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person, and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Since our securities are currently quoted on the OTCQB, our stockholders may face significant restrictions on the resale of our securities due to state “Blue Sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state. We do not know whether our common stock will be registered or exempt from registration under the laws of any state. Since our common stock is currently quoted on the OTCQB, a determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our common stock and the warrants. Investors should therefore consider the resale market for our common stock to be limited, as they may be unable to resell your common stock without the significant expense of state registration or qualification.

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In the past, we have conducted private placements with accredited investors pursuant to Regulation D under the Securities Act. We filed Form Ds relating to such private placements with the SEC, but have not made any notice filings with state securities regulators. State securities regulators may assess penalties and fines on us in the future based on our failure to make such notice filings.

Rule 144 contains risks for certain shareholders.

Pursuant to SEC Rule 144 promulgated under the Securities Act, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we have provided the public with current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

· 1% of the total number of securities of the same class then outstanding; or

· the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

Provided, in each case, we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information, and notice provisions of Rule 144.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties

At present, we do not hold title to any real estate property. All of our properties are leased or sub-leased.  We do not have any mortgages, liens or encumbrances against any such properties.

Our corporate headquarters and primary distribution center is located in a leased facility at 11958 Monarch Street in Garden Grove, California, which consists of two facilities, one with approximately 28,800 square feet of office that expires on August 1, 2022 and warehouse space the other with approximately 46,000 square feet of primarily warehouse space that expires on August 31, 2023.

As part of our acquisition of CMP on May 1, 2017, we assumed the lease for CMP’s facility located in Lawndale, California, which consists of approximately 2,950 square feet of office and warehouse space. The Lawndale lease expires in January 2019. We sub-lease a 13,500 square foot facility in Woodinville, Washington, which is utilized as a fulfillment and distribution center for the Pacific Northwest region. The sub-lease runs until January 31, 2020. We also sub-lease a facility in Denver, Colorado, which is the headquarters of our wholly-owned subsidiary, Dank Bottles, LLC. The sub-lease runs through March 31, 2020.  

As part of the expansion of our operating footprint, we entered into a lease on a 66,337 square foot warehouse distribution center in Worcester, Massachusetts in April 2018 with a four-year lease term that expires in April 2022. We intend to use this facility to service the Northeast U.S. as state-level legalization occurs in these states. We also established a distribution center in Las Vegas, Nevada with a lease executed in June 2018. The Las Vegas facility is approximately 12,600 square feet of warehouse and office space and expires in May 2021.

We believe that our property and equipment is well-maintained, in good operating condition and adequate for our present needs and that suitable additional or alternative space will be available in the future on commercially reasonable terms.

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Item 3.  Legal Proceedings

We are not currently subject to any material legal proceedings.

Item 4.  Mining Safety Disclosures

Not applicable.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTCQB, under the symbol “KSHB”.  Our common stock was initially listed on the OTCQB on December 1, 2015.   Any over-the-counter market quotations are based on inter-dealer bid and asked prices, without retail markup, mark-down or commission and may not represent actual transactions.

Holders

As of November 28, 2018, we had approximately 162 holders of record of our common stock.  As of November 28, 2018, there were 78,558,571 shares of the Company's common stock issued and outstanding. Of this total, 22,818,039 shares of the Company's common stock, representing approximately 29.05% of our issued and outstanding shares, are held by affiliates.

As of November 28, 2018, there were options exercisable for 2,254,387 shares of our common stock.

Dividends

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future 

Equity Compensation Plan Information

Information about our equity compensation plans is incorporated herein by reference to Item 13 of Part III of this Annual Report on Form 10-K.   

Recent Sales of Unregistered Securities

On July 11, 2018, we issued 198,000 shares of our common stock to the former members of ZDCA in connection with our acquisition of ZDCA.

These securities were issued without registration under the Securities Act in reliance on registration exemptions contained in Section 4(a)(2) of the Securities Act and Regulation D as transactions by an issuer not involving any public offering.  The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sales of these securities were made without general solicitation or advertising.

The Securities Enforcement and Penny Stock Reform Act of 1990

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

· that a broker or dealer approve a person’s account for transactions in penny stocks,

· the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

· In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person, and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Item 6.  Selected Financial Data.

Not applicable.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Restatement of Previously Issued Consolidated Financial Statements

As discussed further in Note 2 of our consolidated financial statements in Part IV of this amended Annual Report on Form 10-K/A, we have restated our consolidated financial statements for the fiscal years ended August 31, 2018 and 2017 and our unaudited condensed consolidated interim financial information as of and for the fiscal periods ended May 31, 2017, November 30, 2017, February 28, 2018 and May 31, 2018. Refer to the Explanatory Note preceding Part I, Item 1 and Item 8: Financial Statements and Supplementary Data - Note 2 of our consolidated financial statements, for additional details regarding the aforementioned restatement adjustments.

For information regarding our controls and procedures, see Part II, Item 9A – Controls and Procedures, of this amended Annual Report on Form 10-K/A.

Cautionary Statement Concerning Forward-Looking Statements

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this Form 10-K/A.  This report contains “forward-looking statements.” The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements.  The forward-looking events discussed in this report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us.  For these statements, we claim the protection of the “bespeaks caution” doctrine.  All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Overview

We provide customizable packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions primarily for the cannabis industry. Representative examples of our products include pop-top bottles, vaporizer cartridges and accessories, exit/barrier bags, pre-roll tubes, and other small-sized containers. We sell our solutions predominantly to businesses operating in jurisdictions that have some form of cannabis legalization. These businesses include medical and recreational dispensaries, large and small scale processors, and packaging re-distributors.

We believe that we have created one of the largest product libraries in the cannabis industry, allowing us to be a comprehensive solutions provider to our customers. Our extensive knowledge of the regulatory environment applicable to the cannabis industry allows us to quickly adapt to our customers' packaging requirements. We maintain the flexibility to enter the markets of decriminalized regions by establishing re-distributor partnerships or opening new facilities. We also have the flexibility to introduce new products and services to our vast customer network. We have no supplier “take or pay” arrangements. In addition to these factors, we believe that we offer competitive pricing, prompt deliveries, and excellent customer service. We expect continued growth as we take measures to expand into new markets, invest in our systems and personnel, forge strategic alliances and invest in our own molds and intellectual property.

Acquisitions

On May 1, 2017 (“Merger Date”), the Company and KBCMP, Inc., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement of Merger (the “Merger Agreement”) with Lancer West Enterprises, Inc., a California corporation and Walnut Ventures, a California corporation, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in our indirect acquisition of CMP Wellness, LLC (“CMP”), a California limited liability company. Prior to the merger, CMP was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. Membership interest in CMP was the sole asset of Lancer West Enterprises, Inc. and Walnut Ventures. As a result, CMP became our wholly-owned subsidiary. CMP is a distributor of vaporizers, cartridges and accessories. Our Board of Directors believed the acquisition of CMP and the product offerings of CMP leveraged our existing product development program and provided us with the possibility of generating near term revenue and operating cash flow, as well as establishing a commercial platform whereby other cannabis industry-support products may be accessed in the future. Going forward, the existing product offering and other product licensing opportunities will be the basis of our long-term product portfolio. The operational results discussed below include the activity of CMP from May 1, 2017 to August 31, 2017.

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The purchase price for CMP consisted of an aggregate of $1,500,000 in cash, unsecured promissory notes in the aggregate principal amount of approximately $666,788 having a one-year maturity, and an aggregate of 7,800,000 restricted shares of the Company’s common stock.  The purchase price is subject to customary post-closing adjustments with respect to confirmation of the levels of working capital and cash held by CMP as of the closing.  During the one-year period following the closing, the former owners of CMP may become entitled to receive up to an additional approximately $1,905,000 in cash, in the aggregate, and approximately 4,740,960 shares of our common stock, in the aggregate, based on the future performance of CMP.

On May 2, 2018, we completed its acquisition of Summit, a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Summit Agreement, Summit merged with and into KCH, with KCH as the surviving entity. The consideration paid to the members of Summit at the closing included cash consideration, consisting of an aggregate of $905,231 in cash, net of cash received, and an aggregate of 1,280,000 shares of the Company’s common stock. $187,849 of cash consideration and approximately 640,000 shares of common stock from the share consideration were held back by us for a period of 15 months for potential post-closing working capital and/or indemnification claims relating to, among other things, breaches of representations, warranties and covenants contained in the Summit Agreement. The members may become entitled to receive earn-out consideration of up to an additional 1,280,000 shares of common stock, in the aggregate, based on the net revenue performance of the Summit business during a one-year period following the closing date of the acquisition.

On July 11, 2018, we completed its acquisition of Hybrid, a specialist creative marketing agency. Pursuant to the terms of the MIPA with the members of ZDCA, parent of wholly-owned subsidiary, Hybrid, we purchased the entire issued membership interest of ZDCA for an aggregate of $847,186 in cash, net of cash received, and an aggregate of 360,000 shares of the Company’s common stock. $82,106 of the cash consideration and approximately 162,000 shares of common stock from the share consideration were held back by us issuable on January 1, 2019. The members may become entitled to receive earn-out payments consisting of $450,000 and up to 212,858 shares of common stock, based on the net revenue performance of the Hybrid business during the period September 1, 2018 through August 31, 2019. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA.

Line of Credit

On November 16, 2017, we and KIM as borrowers, and all of our other subsidiaries, as credit parties, entered into a Loan and Security Agreement (the “Loan Agreement”) with Gerber Finance Inc., as lender (“Gerber”), effective as of November 6, 2017. The Loan Agreement originally provided a secured revolving credit facility (the “Revolving Line”) in an aggregate principal amount of up to $2.0 million at any time outstanding. Under the terms of the original Loan Agreement, the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed up to 85% of our eligible receivables minus reserves. Under the terms of the Loan Agreement, we may also request letters of credit from Gerber. The proceeds of the loans under the Loan Agreement will be used for working capital and general corporate purposes. The Revolving Line has a maturity date of November 6, 2019. Borrowings under the Revolving Line accrues interest at a rate based on the prime rate as customarily defined, plus a margin of 3.0%. 

On November 9, 2018, we and KIM entered into a second amendment to the Loan Agreement with Gerber. Pursuant to this amendment, the aggregate principal amount of the revolving credit facility at any time outstanding was increased to $8.0 million. Additionally, subject to certain exceptions, the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable. The amount drawn on the line of credit as of November 21, 2018 was $4.2 million. The Company obtained a waiver of non-compliance associated with the restatement of our previously filed consolidated financial statements.

Results of Operations

Comparison of Years Ended August 31, 2017 and August 31, 2018

Revenue

Total revenues increased to $52,074,839 for the fiscal year ended August 31, 2018 from $18,799,169 for the fiscal year ended August 31, 2017, an increase of $33,275,670, or 177%. This increase was primarily due to significant organic growth of approximately $31,440,000 in sales (or 94% of total sales growth) across all markets, including in California following the adoption of adult use cannabis sales on January 1, 2018. In addition, vaping product related sales remained strong as this sector of the cannabis industry continues to perform well. In addition, we witnessed strong growth of our custom branded product business as customers seek differentiated brand building solutions in line with regulatory requirements.

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Gross Profit

Gross profit for the fiscal year ended August 31, 2018 was $13,334,154, or 26% of revenue, compared to $7,160,008, or 38% of revenue, for the fiscal year ended August 31, 2017. The decrease in gross margin percentage is primarily attributable inventory write offs of approximately $646,778 related to reserving for excess and obsolete inventory and inventory adjustments of approximately $2,151,814 resulting from our annual full physical inventory count. Management is taking the necessary steps to reduce the risk of inventory management issues by implementing a new warehouse management system and working on continuous process improvement. The decrease in gross margin percentage is also partially attributable to discounting by the Company, which is focused on gaining market share, and the changing mix of products sold, driven by increases in sales of vaporizers and cartridges that carry lower margins than the rest of the product portfolio.

Operating Expense

Our operating expenses for the fiscal year ended August 31, 2018 increased to $39,855,669, or 77% of total revenue compared to $5,193,338, or 28% of total revenue for the fiscal year ended August 31, 2017, an increase of $34,662,331 or 667%. The increase is primarily due to the $15,724,206 increase in estimated contingent consideration payable and the expansion of our business, which consists of increased personnel cost, insurance, professional and facility expenses. We will continue to make significant investments in infrastructure and supply chain to scale efficiently.

Interest and Other Income (Expense), Net

Interest and Other Income (Expense), net during the fiscal year ended August 31, 2018 was income of $621,719, as compared to an expense of $91,813 for the fiscal year ended August 31, 2017. The income is attributed to the gain of $920,000 related to the warrant liability offset by $276,361 of interest expense related to the credit line established in 2017.

Income Tax Provision

Provision for income taxes decreased to a benefit of $1,563,029 during the fiscal year ended August 31, 2018 compared to an income tax expense of $219,082 for the fiscal year ended August 31, 2017.

On December 22, 2017, the Tax Act was enacted in the U.S. Certain provisions of the Tax Act are effective for the company’s fiscal year 2018, whereas other material provisions of the Tax Act will not apply to the company until the company’s fiscal year 2019.

For fiscal year ended August 31, 2018, the company’s statutory U.S. federal income tax rate was 25.33% which represents a blending of the 35.0% statutory rate under prior law and the new 21.0% statutory rate effective January 1, 2018, prorated based on the number of days during the company’s current fiscal year that each rate was effective. For fiscal year ended August 31, 2017, our U.S. federal income tax rate was 34%. For fiscal years 2019 and later, the company’s statutory U.S. federal income tax rate will be 21.0%.

Beginning in our fiscal year 2019, we will be subject to additional provisions in accordance with the Tax Act. These provisions include income inclusions, deductions, limitations on interest expense and other deductions and our ability to utilize certain tax credits, and minimum taxes, among other things.

For fiscal year ended August 31, 2018, we incurred a loss before provision for income taxes of $25,899,796 versus income before provision for income taxes of $1,874,857 for fiscal year ended August 31, 2017. The reduction was primarily driven by the increase in expense for the change in contingent consideration payable ($5,339,414) and increase in valuation allowance ($694,638), ISO’s and warrants ($902,713), the state tax deduction net of federal benefit ($302,016) and other items totaling $52,511. In addition, as a result of the Tax Act, our fiscal year 2018 includes a reduction in the overall tax benefit of $430,203 from remeasuring our U.S. deferred tax assets and liabilities at the lower 21.0% U.S. federal statutory tax rate.

Net Income (Loss)

Net income (loss) decreased to a $24,336,766 loss for the fiscal year ended August 31, 2018 compared to net income of $1,655,775 for the fiscal year ended August 31, 2017. This loss is primarily attributed to the increase in estimated contingent consideration payable of $15,724,206 and an increase in selling, general and administrative expense of $18,221,802, respectively, for the fiscal year ended August 31, 2018 compared to fiscal year ended August 31, 2017.

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Liquidity and Capital Resources

At August 31, 2018 and 2017, we had cash of $13,466,807 and $916,984, respectively and a working capital surplus of $35,206,363 and a working capital deficit of $5,558,202, respectively.

Cash Flows from Operating Activities

Net cash used in operating activities increased from $751,215 for the fiscal year ended August 31, 2017 to $29,950,125 for the fiscal year ended August 31, 2018. This increase was driven by an increase in working capital items of $23,253,160 for fiscal year ended August 31, 2018 compared to an increase of $2,239,662 for fiscal year ended August 31, 2017. The increase in working capital was primarily due to the increase in prepaid inventory and accounts receivable due to expansion of our operations.

Cash Flows from Investing Activities

Net cash used in investing activities increased from $2,515,322 for the fiscal year ended August 31, 2017 to $4,776,376 for the fiscal year ended August 31, 2018. The change is primarily attributed to the purchase of property and equipment of $2,840,996, acquisition of Summit Innovations Gas, LLC, net of cash received of $905,231 and the acquisition of Hybrid Creative, LLC, net of cash received of $847,187.

Cash Flows from Financing Activities

Net cash provided by financing activities increased from $3,156,518 for the fiscal year ended August 31, 2017 to $47,276,324 for the fiscal year ended August 31, 2018. The increase is primarily due to the sale of shares of our common stock to accredited investors in a private placement offering as described below and proceeds from the sale of stock of $16,424,723; offset by payments of contingent cash consideration of $1,785,000.

We manage our liquidity and financial position in the context of our overall business strategy. We continually forecast and manage our cash, working capital balances, and capital structure to meet the short-term and long-term obligations of our business while seeking to maintain liquidity and financial flexibility.

As of August 31, 2018, we have historically funded our operations primarily through the issuance of equity. We had net loss of $24,336,766 and net income of $1,655,755 for the fiscal years ended August 31, 2018 and 2017, respectively. As of August 31, 2018, we had an accumulated deficit of $23,357,699.

On June 12, 2018, we completed a registered direct offering (the “Offering”) of an aggregate of 7,500,000 shares of our common stock and warrants to purchase 3,750,000 shares of common stock (the “Warrants”). Subject to certain ownership limitations, the Warrants were immediately exercisable at an exercise price equal to $5.28 per share of common stock. The Warrants are exercisable for five years from the date of issuance. The combined per share purchase price for a share of common stock and half of a Warrant was $4.80, for aggregate gross proceeds of approximately $36.0 million.

We believe that income generated from operations are adequate to fund existing obligations and introduce new products for at least the next twelve months. We may elect to raise additional funds, through debt or equity financings, for the purposes of expanding current operations, making capital acquisitions, or consummating strategic transactions. Additional equity or debt financing may not be available when needed, on terms favorable to us or at all.

Off-Balance Sheet Transactions

We do not currently have, and did not have during the periods presented, any off-balance sheet arrangements, as defined under SEC rules.

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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, contingent liabilities, and recoverability of our net deferred tax assets and any related valuation allowance. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventory

Our inventories consist of finished goods and are stated at the lower of cost (first-in, first-out) or market. As a designer and manufacturer of products for the cannabis industry, we may be exposed to a number of economic and industry factors that could result in portions of our inventory becoming either obsolete or in excess of anticipated usage. These factors include, but are not limited to, our ability to meet changing customer requirements, competitive pressures on products and prices, reliability and replacement of and the availability of products from our suppliers. Our policy is to establish inventory reserves when conditions exist that suggest that our inventory may be in excess of anticipated demand or is obsolete based upon our assumptions about future demand for our products and market conditions. We regularly evaluate our ability to realize the value of our inventory based on a combination of factors including the following: forecasted sales or usage, product end of life dates, estimated current and future market values and new product introductions. Assumptions used in determining our estimates of future product demand may prove to be incorrect, in which case the provision required for excess and obsolete inventory would have to be adjusted in the future. If inventory is determined to be overvalued, we would be required to recognize such costs as cost of goods sold at the time of such determination. Although every effort is made to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand could have a significant negative impact on the value of our inventory and our reported operating results. Additionally, purchasing requirements and alternative usage avenues are explored within these processes to mitigate inventory exposure. When recorded, our reserves are intended to reduce the carrying value of our inventory to its net realizable value.

Provisions for excess or obsolete inventory are primarily based on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared to forecasted amounts may result in recording additional provisions for excess inventory in the future. We record provisions for excess or obsolete inventory as cost of sales.

Accounts Receivable Reserves

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We regularly evaluate the collectability of our trade receivables based on a combination of factors, which may include dialogue with the customer to determine the cause of non-payment, the use of collection agencies, and/or the use of litigation. In the event it is determined that the customer may not be able to meet its full obligation to us, we record a specific allowance to reduce the related receivable to the amount that we expect to recover given all information present. We perform ongoing evaluations of our customers and adjust credit limits based upon payment history and our assessment of the customer’s current credit worthiness. We continuously monitor collections from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates in the future. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The sales of products generally do not include a right of return and historically, we have not experienced any sales returns. Accordingly, we have not needed to record a provision for estimated sales returns and allowances on product sales.  These estimates are based on the historical facts and circumstances regarding sales orders, analysis of credit memo data and other known factors. If the data we use to calculate these estimates do not properly reflect reserve requirements, then a change in the allowances would be made in the period in which such a determination is made and revenues in that period could be adversely affected.

Our accounts receivable reserves were $999,752 and $25,000 in fiscal 2018 and 2017, respectively. The increase in reserves was primarily attributable to the overall growth of the accounts receivable balance in line with the expansion of the business during fiscal year 2018.

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Valuation of Business Combinations

We record tangible and intangible assets acquired and liabilities assumed in recent business combinations under the acquisition method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. We then allocate the purchase price in excess of net tangible assets acquired to identifiable intangible assets based on detailed valuations that use information and assumptions provided by management. We also utilize third-party consultants to assist us in estimating the fair value of assets and liabilities. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.

We use the income approach, with-and-without method, and the relief from royalty method (a combination of the income and market methods) to determine the fair values of our identifiable intangible assets and goodwill. The use of these various approaches determines fair value by estimating cash flows attributable to domain names, trademarks and non-competition agreements. We base our revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in product introductions by competitors. We base the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and cannabis industry investment risk factors. For the intangible assets we acquired in connection with our fiscal year 2017 acquisitions, we used risk-adjusted discount rates to discount our projected cash flows, ranging from 19% to 26%. We believe that amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay. Domain names represent established relationships with customers, which provides a ready channel for the sale of additional products and services. Trade names represent acquired product names that we intend to continue to utilize.

Contingent Consideration

We estimate and record the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, we estimate changes in the fair value of contingent consideration and recognize any change in fair in our consolidated statement of operations. Our estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change our estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. A portion of the contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the stockholders’ equity section of our consolidated balance sheets.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We record intangible assets at historical cost. We amortize our intangible assets that have finite lives using either the straight-line method. Amortization is recorded over the estimated useful lives ranging from 4 to 6 years. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. If the carrying value of an asset exceeds its undiscounted cash flows, we will write-down the carrying value of the intangible asset to its fair value in the period identified. We generally calculate fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Consistent with prior years, we conducted our annual impairment test of goodwill during the fourth quarter of fiscal 2017. In accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 350, Intangibles-Goodwill and Other, we assess the carrying amount of our goodwill for potential impairment annually or more frequently if events or a change in circumstances indicate that impairment may have occurred. We have only one operating and reporting unit that earns revenues, incurs expenses and makes available discrete financial information for review by our chief operating decision-maker. Accordingly, we complete our goodwill impairment testing on this single reporting unit.

Testing for goodwill impairment is a two-step process. The first step screens for potential impairment. If there is an indication of possible impairment, we must complete the second step to measure the amount of impairment loss, if any. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of our reporting unit (our company as a whole) with the carrying value of our net assets. If fair value is below the carrying value of our net assets, we perform the second step of the goodwill impairment test to measure the amount of impairment loss we record, if any. For the second step of the goodwill impairment test we look at factors including market consideration and control premiums (which is the difference between the fair value determined based on market capitalization plus an appropriate control premium at the impairment testing date). We consider goodwill impairment test estimates critical due to the amount of goodwill recorded on our balance sheets and the judgment required in determining fair value amounts. Historically, we have not performed the second step of the impairment test because the fair value of has exceeded its respective carrying value.

We evaluate long-lived assets and amortizable intangible assets whenever events or changes in business circumstances or our planned use of assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. Reviews are performed to determine whether the carrying values of the assets are impaired based on comparison to the undiscounted expected future cash flows identifiable to such long-lived and amortizable intangible assets. If the comparison indicates that impairment exists, the impaired asset is written down to its fair value.

We have determined that we operate as a single reporting unit Goodwill is tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired (See Note 8, “Intangible Assets and Goodwill” in the Notes to Consolidated Financial Statements). We generally perform our annual impairment tests during the fourth quarter of each fiscal year using the opening balance sheet as of the first day of the fourth fiscal quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year.

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In January 2017, the FASB issued amended guidance that simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The new standard will become effective for our fiscal year beginning September 1, 2020. We elected to early adopt the standard in the fourth quarter of fiscal 2017 for our fiscal 2017 impairment tests.

In fiscal 2018, we conducted a qualitative assessment of the goodwill during the fourth quarter of fiscal 2018 and concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying amount. In assessing the qualitative factors, we considered the impact of these key factors: macroeconomic conditions, fluctuations in foreign currency, market and industry conditions, our operating and competitive environment, regulatory and political developments, the overall financial performance of our reporting units including cost factors and budgeted-to-actual revenue results. We also considered our market capitalization, stock price performance and the significant excess calculated in the prior year between estimated fair value and the carrying value of goodwill. Due to certain factors such as the net loss incurred during fiscal 2018, we proceeded directly to performing the first step of goodwill impairment. Accordingly, we performed the Step 1 test during the fourth quarter of fiscal 2018. We determined the fair value of the reporting unit for the Step 1 test using a 50-50% weighting of the Income (discounted cash flow) approach and Market (market comparable) approach. The Income approach utilizes the discounted cash flow model to provide an estimation of fair value based on the cash flows that a business expects to generate. These cash flows are based on forecasts developed internally by management which are then discounted at an after-tax rate of return required by equity and debt market participants of a business enterprise. This rate of return or cost of capital is weighted based on the capitalization of comparable companies. The Market approach determines fair value by comparing the reporting units to comparable companies in similar lines of business that are publicly traded. Total Enterprise Value (TEV) multiples such as TEV to revenues and TEV to earnings (if applicable) before interest and taxes of the publicly traded companies are calculated. These multiples are then applied to the reporting unit's operating results to obtain an estimate of fair value. Each of these two approaches captures aspects of value in each reporting unit. The Income approach captures our expected future performance, and the Market approach captures how investors view the reporting units through other competitors. We believe these valuation approaches are proven valuation techniques and methodologies for our industry and are widely accepted by investors. As neither was perceived by us to deliver any greater indication of value than the other, and neither approach individually computed a fair value less than the carrying value of the segment, we weighted each of the approaches equally. Management completed and reviewed the results of the Step 1 analysis and concluded that an impairment charge was not required as the estimated fair value of the goodwill was substantially in excess of its carrying value.

At August 31, 2018, we had $52,267,353 of goodwill, $4,487,415 of purchased intangible assets and $4,135,090 of property and equipment on our consolidated balance sheet.

The annual impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets not previously recorded. Any loss resulting from an impairment test would be reflected in operating income in our consolidated statements of operations.

Valuation of Long-Lived Assets, Including Finite-Lived Intangibles.

In accordance with FASB ASC Topic 360, Property, Plant, and Equipment, we perform an impairment test for finite-lived intangible assets and other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that we may not recover the carrying value of such assets.

Revenue Recognition

We recognize product revenue upon shipment, provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable, no rights of return exist and collection of the resulting receivable is probable. Our product arrangements do not involve multiple element arrangements.  Please see Note 1 to our financial statements in Part II, Item 8 of this Annual Report for a more detailed description of our revenue recognition policy.

Inventory Valuation

We record our inventory at the lower of cost (computed on a first-in, first-out basis) or net realizable value. We write-down our inventory to its estimated market value based on assumptions about future demand and market conditions. Inventory write-downs are generally recorded within guidelines set by management when the inventory for a products device exceeds 12 months of its demand or when management has deemed products are no longer active or useful. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required which could materially affect our future results of operations. Due to rapidly changing forecasts and orders, additional write-downs for excess or obsolete inventory, while not currently expected, could be required in the future. In the event that alternative future uses of fully written down inventories are identified, we may experience better than normal profit margins when such inventory is sold. Differences between actual results and previous estimates of excess and obsolete inventory could materially affect our future results of operations.

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Business Combinations

We include the results of operations of the businesses that we acquire as of the respective dates of acquisition. We allocate the fair value of the purchase price of our business acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date, but unknown to us at that time, may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

Product Warranties

Products sold are generally not covered by an explicit warranty. Accordingly, we do not accrue a warranty reserve.

Stock-Based Compensation

We utilize the fair value method of accounting to account for share-based compensation awards. This requires us to measure and recognize in our statements of operations the expense associated with all share-based payment awards made to employees and directors based on estimated fair values. We use the Black-Scholes model to determine the fair value of share-based payment awards. Our stock price, as well as assumptions regarding a number of highly complex and subjective variables, will affect our determination of fair value. We determine the fair value of restricted stock grants based upon the closing price of our stock on the grant date. We base recognition of compensation expense for our performance-based, non-vested shares on management's estimate of the probable outcome of the performance condition. Management reassesses the probability of meeting these performance conditions on a quarterly basis. Changes in management's estimate of meeting these performance conditions may result in significant fluctuations in compensation expense from period to period.

Income Taxes

We account for income taxes under FASB ASC Topic 740, Accounting for Income Taxes. This topic requires that we recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carry forwards to the extent they are realizable. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

In fiscal 2017, we recorded a deferred tax liability related to intangible assets that are amortized under GAAP but are not deductible for tax. The remaining change in valuation allowance is attributable to the decrease in valuation allowance on other tax assets generated through 2017. We believe it is more likely than not that these tax assets will be realized.

Based on the annual evaluations of tax positions, we believe we have appropriately filed our tax returns and accrued for possible exposures.

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves us estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.

We record a valuation allowance to reduce our deferred tax assets to an amount that more likely than not will be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the allowance for the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the valuation allowance for the deferred tax asset would be charged to income in the period such determination was made.

During fiscal 2018, we provided a full valuation allowance on our deferred tax assets primarily due to the increase in net operating losses generated which may not be expected to be recognized.

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Recent Accounting Pronouncements

See Note 1 - Accounting Policies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K/A) for further discussion.

Inflation

We do not believe that inflation has had a material effect on our results of operations in recent years. We cannot assure you that inflation will not adversely affect our business in the future.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents. We consider investments that, when purchased, have a remaining maturity of ninety (90) days or less to be cash equivalents. We do not believe that a notional or hypothetical 10% change in interest rate percentages would have a material impact on the fair value of our investment portfolio or our interest income.

Item 8.   Financial Statements and Supplementary Data

The information required by this item is contained in the consolidated financial statements filed as part of this Annual Report on Form 10-K/A are listed under Item 15 of Part IV below.

Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (who is also the Company’s chairman, secretary and principal executive officer), and our chief financial officer (who is also the Company’s principal financial and accounting officer) to allow for timely decisions regarding required disclosure.  Thus, in accordance with Rules 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of August 31, 2018 which is the end of the period covered by this Form 10-K/A. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses identified in our internal control over financial reporting, described below.

Management Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.  In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, our management, with the participation of our principal executive officer and principal financial and accounting officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013).  Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of August 31, 2018. 

In connection with the restatement discussed in the Explanatory Note to this Form 10-K/A and Note 2 titled “Restatement” to the Company’s consolidated financial statements included in Part II, Item 8 of this Form 10-K/A, management, including our Chief Executive Officer and Chief Financial Officer, reassessed the effectiveness of our internal control over financial reporting as of August 31, 2018. Based on this reassessment using the COSO criteria, management has concluded that we did not maintain effective internal control over financial reporting as of August 31, 2018 because (1) a material weakness related to the accounting, presentation, and disclosure of share-settled contingent consideration, (2) we had inadequate segregation of duties consistent with control objectives and (3) we had a lack of multiple levels of supervision and review. Management concluded that these deficiencies were material weaknesses as defined in the Securities and Exchange Commission regulations. These material weaknesses resulted in the misstatement of our financial statements and disclosures for the fiscal years ended August 31, 2018 and 2017, and for each of the interim periods ended May 31, 2017, November 30, 2017, February 28, 2018, May 31, 2018 and November 30, 2018, as more fully discussed in Note 2 titled “Restatement” to the Company’s consolidated financial statements included in Part II, Item 8 of this Form 10-K/A.

We have taken steps to enhance our internal control over financial reporting and plan to take additional steps to remediate the material weaknesses. Specifically:

· We appointed additional independent members with public company board experience to our board of directors, such that our board of directors is now composed of a majority of independent directors;

30

· On March 9, 2018, our board of directors formed an Audit Committee composed entirely of independent directors that, among other things, assists the board of directors in its oversight of the integrity of our financial statements and our financing reporting processes and systems of internal control;

· The Company announced the hiring of a new Chief Financial Officer, Christopher Tedford, with significant sales and distribution experience who will focus on the development of the finance and accounting function;

· We added staff to our finance team, and outsourced to third party the assessment of certain complex transactions under US GAAP;

· In January 2018, we hired a controller with public company experience; and

· We have adopted a Code of Business Conduct and Ethics and a whistleblower policy.

· In February 2019, we engaged a national accounting advisory firm to assist with the design and implementation of our internal control over financial reporting based on the COSO criteria.

Certain of the material weaknesses in internal control over financial reporting as of August 31, 2018, which are listed above, remain unchanged from August 31, 2017.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This amended Annual Report on Form 10-K/A does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Management's Remediation Plan

We plan to take steps to enhance and improve the design of our internal control over financial reporting.  During the period covered by this amended Annual Report on Form 10-K/A, we have not been able to remediate the material weaknesses identified above.  To remediate such weaknesses, we plan to appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies.

The remediation efforts set out herein will continue to be implemented in our 2019 fiscal year. We believe that the controls that we will be implementing will improve the effectiveness of our internal control over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address the material weakness or determine to supplement or modify certain of the remediation measures described above. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended August 31, 2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B.  Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information with respect to this item is contained in the Proxy Statement for the 2019 Annual Meeting of Shareholders, which is incorporated herein by reference.

Item 11. Executive Compensation

Information with respect to this item is contained in the Proxy Statement for the 2019 Annual Meeting of Shareholders, which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information with respect to this item is contained in the Proxy Statement for the 2019 Annual Meeting of Shareholders, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Information with respect to this item is contained in the Proxy Statement for the 2019 Annual Meeting of Shareholders, which is incorporated herein by reference.

Item 14.  Principal Accounting Fees and Services.

Information with respect to this item is contained in the Proxy Statement for the 2019 Annual Meeting of Shareholders, which is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements and Schedules:

(1) Financial Statements.  The Consolidated Financial Statements of KushCo Holdings, Inc. and its subsidiaries filed under this Item 15:

Financial Statement	Page
(i) For the Fiscal Years Ended August 31, 2018 and 2017 of KushCo Holdings, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at August 31, 2018 and 2017 (as restated)	F-3
Consolidated Statements of Operations for the Years Ended August 31, 2018 and 2017 (as restated)	F-4
Consolidated Statements of Stockholders' Equity for the Years Ended August 31, 2018 and 2017 (as restated)	F-5
Consolidated Statements of Cash Flows for the Years Ended August 31, 2018 and 2017 (as restated)	F-6
Notes to Consolidated Financial Statements (as restated)	F-7

(2) Financial Statement Schedules:  None. Financial statement schedules have been omitted since the required information is included in our Consolidated Financial Statements contained in this Annual Item 15.

(3) Exhibits.  The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K/A.

(b) Exhibits:  The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K/A.

(c) Separate Financial Statements and Schedules:  None

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KUSHCO HOLDINGS, INC.

Consolidated Financial Statements

August 31, 2018 and 2017

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets (as restated)	F-3
Consolidated Statements of Operations (as restated)	F-4
Consolidated Statements of Stockholders’ Equity (as restated)	F-5
Consolidated Statements of Cash Flows (as restated)	F-6
Notes to the Consolidated Financial Statements (as restated)	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
KushCo Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of KushCo Holdings, Inc. (the Company) as of August 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal years ended August 31, 2018 and 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the two years in the period ended August 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for outbound shipping and handling costs in fiscal year 2018.

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2018 and 2017 consolidated financial statements to correct misstatements.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2014.

/s/ RBSM LLP

RBSM LLP

November 28, 2018, except for the effects of the restatement discussed in Note 2 as to which the date is April 11, 2019.

F-2

KUSHCO HOLDINGS, INC.

Consolidated Balance Sheets

	August 31, 2018			August 31, 2017
		(As Restated)			(As Restated)
ASSETS
Current assets:
Cash	$	13,466,807		$	916,984
Accounts receivable, net of allowance		8,600,959			1,695,303
Prepaid expenses and other current assets		13,623,285			1,625,689
Inventory		11,813,755			3,754,171
Total current assets		47,504,806			7,992,147
Goodwill		52,267,353			32,989,079
Intangible assets, net		4,487,415			3,730,287
Deposits		250,296			50,235
Deferred tax asset		-			30,081
Property and equipment, net		4,135,090			931,763
Total Assets	$	108,644,960		$	45,723,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,821,839		$	1,039,889
Accrued expenses and other current liabilities		3,008,385			993,186
Contingent consideration payable		5,488,410			10,827,824
Notes payable - current portion		61,685			689,450
Line of credit - current portion		918,124			-
Total current liabilities		12,298,443			13,550,349
Long-term liabilities:
Deferred tax liability		-			1,424,173
Notes payable		172,021			34,513
Warrant liability		14,430,000			-
Deferred rent		106,032			-
Total long-term liabilities		14,708,053			1,458,686
Total liabilities		27,006,496			15,009,035
Commitments and contingencies (Note 17)
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,273,124 and 58,607,066 shares issued and outstanding, respectively		78,273			58,607
Additional paid-in capital		104,917,891			29,676,883
Accumulated deficit		(23,357,699	)		979,067
Total stockholders' equity		81,638,465			30,714,557
Total liabilities and stockholders' equity	$	108,644,960		$	45,723,592

The accompanying notes are an integral part of the consolidated financial statements.

F-3

KUSHCO HOLDINGS, INC.

Consolidated Statements of Operations

	For the year ended August 31,
	2018			2017
	(As Restated)			(As Restated)
Net revenue	$	52,074,839		$	18,799,169
Cost of goods sold		38,740,685			11,639,161
Gross profit		13,334,154			7,160,008
Operating expenses:
Depreciation and amortization		1,017,164			300,841
Selling, general and administrative		24,700,610			6,478,808
Change in fair value of contingent consideration payable		14,137,895			(1,586,311	)
Total operating expenses		39,855,669			5,193,338
Income (loss) from operations		(26,521,515	)		1,966,670
Other income (expense):
Change in fair value of warrant liability		920,000			-
Other expense		(21,920	)		(85,166	)
Interest expense		(276,360	)		(6,647	)
Total other income (expense)		621,720			(91,813	)
Income (loss) before income taxes		(25,899,795	)		1,874,857
Income tax expense (benefit)		(1,563,029	)		219,082
Net income (loss)	$	(24,336,766	)	$	1,655,775
Basic net income (loss) per common share outstanding	$	(0.37	)	$	0.03
Diluted net income (loss) per common share outstanding	$	(0.37	)	$	0.03
Weighted Average Number of Outstanding Shares - Basic		65,335,954			52,430,070
Weighted Average Number of Outstanding Shares - Diluted		65,335,954			58,429,683

The accompanying notes are an integral part of the consolidated financial statements.

F-4

KUSHCO HOLDINGS, INC.

Consolidated Statements of Stockholders’ Equity

(Restated)

	Common Stock				Additional Paid-in		Retained Earnings (Accumulated			Total Stockholders'
	Shares Issued		Amount		Capital		Deficit)			Equity
Balances at August 31, 2016		48,300,162	$	48,300	$	5,278,284	$	(676,708	)	$	4,649,876
Stock sold to investors		1,776,250		1,776		3,023,121		-			3,024,897
Stock option exercises		225,557		226		218,774		-			219,000
Stock-based compensation		-		-		527,572		-			527,572
Stock issued for services		305,097		305		671,132		-			671,437
Stock issued to CMP Wellness		7,800,000		7,800		19,492,200		-			19,500,000
Stock issued to RUB		200,000		200		465,800		-			466,000
Net income		-		-		-		1,655,775			1,655,775
Balances at August 31, 2017 (Restated)		58,607,066	$	58,607	$	29,676,883	$	979,067		$	30,714,557
Stock sold to investors		13,406,303		13,406		35,285,628		-			35,299,034
Stock option exercises		1,181,072		1,181		611,166		-			612,347
Stock-based compensation		499,724		500		4,858,405		-			4,858,905
Stock issued to Summit		639,999		640		6,393,039		-			6,393,679
Stock issued to ZDCA		198,000		198		1,879,002		-			1,879,200
Stock issued to CMP Wellness		3,740,960		3,741		26,213,768		-			26,217,509
Net loss		-		-		-		(24,336,766	)		(24,336,766	)
Balances at August 31, 2018 (Restated)		78,273,124	$	78,273	$	104,917,891	$	(23,357,699	)	$	81,638,465

The accompanying notes are an integral part of the consolidated financial statements.

F-5

KUSHCO HOLDINGS, INC.

Consolidated Statements of Cash Flows

	For the Year Ended August 31, 2018			For the Year Ended August 31, 2017
		(As Restated)			(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(24,336,766	)	$	1,655,775
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		1,017,164			300,841
Depreciation cost of goods sold		206,278			135,295
Stock compensation expense		3,585,533			943,125
Change in fair value of warrant liability		(920,000	)		-
Change in fair value of contingent consideration payable		14,137,895			(1,586,311	)
Offering costs allocated to warrant liability		1,229,961			-
Provision for deferred taxes		(1,617,030	)		39,722
Changes in operating assets and liabilities:
Accounts receivable		(6,654,277	)		(759,946	)
Prepaids		(10,636,842	)		(566,474	)
Inventory		(7,822,584	)		(1,929,027	)
Accounts payable		614,939			565,861
Accrued expenses and other current liabilities		1,109,491			449,924
Deferred rent		106,032			-
Deferred tax asset		30,081			-
Net cash used in operating activities		(29,950,125	)		(751,215	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of RUB assets		(49,321	)		(150,000	)
Security deposits		(195,361	)		(31,754	)
Purchase of property and equipment		(2,840,996	)		(833,568	)
Disposals of property and equipment		61,720			-
Acquistion of Summit, net of cash received		(905,231	)		-
Acquisition of CMP Wellness		-			(1,500,000	)
Acquisition of Hybrid, net of cash received		(847,187	)		-
Net cash used in investing activities		(4,776,376	)		(2,515,322	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Summit loans		(986,816	)		-
Repayment of Hyrbid loans		(234,616	)		-
Repayment of notes payable		(666,788	)		(27,164	)
Proceeds from notes payable		-			24,785
Proceeds from line of credit		918,124			-
Proceeds from stock option exercises		612,347			219,000
Proceeds from sale of stock and warrants, net of offerings costs		49,419,073			3,024,897
Payments for contingent consideration		(1,785,000	)		(85,000	)
Net cash provided by financing activities		47,276,324			3,156,518
NET INCREASE (DECREASE) IN CASH		12,549,823			(110,019	)
CASH AT BEGINNING OF YEAR		916,984			1,027,003
CASH AT END OF YEAR	$	13,466,807		$	916,984
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest	$	73,706		$	6,647
Income taxes	$	330,000		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Car loans payable	$	176,531		$	-
Services prepaid for in common stock	$	1,273,372		$	255,884
Fair value of shares issued related to acquisition of business	$	8,272,879		$	19,500,000
Fair value of contingent equity consideration	$	4,113,907		$	11,852,400
Fair value of shares issued related to acquisition of web domain	$	-		$	466,000
Notes payable issued as consideration of acquisition of buiness	$	-		$	666,788

The accompanying notes are an integral part of the consolidated financial statements.

F-6

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

KushCo Holdings, Inc. (“the Company”) was incorporated in the state of Nevada on February 26, 2014.  The Company specializes in the wholesale distribution of packaging supplies for the cannabis industry. The Company’s wholly owned subsidiary Kim International Corporation (KIM), a California corporation, was originally incorporated as Hy Gro Economics Corporation ("Hy Gro") on December 2, 2010. On October 30, 2012, Hy Gro amended its articles of incorporation to reflect a name change to KIM International Corporation (KIM). On March 4, 2014, the shareholders of KIM exchanged all 10,000 of their common shares for 32,400,000 common shares of KushCo Holdings, Inc. The operations of KIM became the operations of Kush after the share exchange and accordingly the transaction is accounted for as a recapitalization of KIM whereby the historical financial statements of KIM are presented as the historical financial statements of the combined entity. KIM was the acquiring entity in accordance with ASC 805, Business Combinations. The accumulated losses of KIM were carried forward after the completion of the share exchange. Operations prior to the share exchange were those of KIM.

Acquisition of CMP Wellness, LLC

On May 1, 2017, the Company entered into a merger agreement with Lancer West Enterprises, Inc. a California corporation, Walnut Ventures, a California corporation, Jason Manasse, an individual, and Theodore Nicols, an individual, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC, a California limited liability company, which prior to the merger, was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. CMP Wellness, LLC is a distributor of vaporizers, cartridges and accessories. See Note 3 for a further description of the CMP Wellness acquisition.

On July 16, 2018, the Company issued an aggregate of 3,740,960 Earnout Shares to CMP Wellness in accordance with the terms of the Merger Agreement.

Acquisition of Summit Innovations, LLC

On May 2, 2018, the Company completed its acquisition of Summit Innovations, LLC (“Summit”), a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), Summit merged with and into KCH Energy, LLC (“KCH”), a wholly-owned subsidiary of the Company, with KCH as the surviving entity. See Note 4 for a further description of the Summit acquisition.

Registered Offering

On June 7, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors in a registered direct offering (the “Offering”). See Note 13 and 15 for a further description of the registered offering.

Acquisition of Hybrid Creative, LLC

On July 11, 2018, the Company completed its acquisition of Hybrid Creative, LLC (“Hybrid”), a specialist design agency. Pursuant to the terms of the Membership Interest Purchase Agreement (Agreement”) with the members of Zach Darling Creative Associates, LLC (“ZDCA”), parent of wholly-owned subsidiary, Hybrid, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA. See Note 5 for a further description of the Hybrid acquisition.

Consolidation of an Entity

On or near July 23, 2018, the Company invested $1.0 million in the form of a convertible promissory note in a third-party company. The convertible promissory note provides the Company with the option to convert the principal balance of the note, at any time prior to the Maturity Date, into equity of this entity, representing 100% of the equity interests. The Company consolidated this entity.

Amendments to Articles of Incorporation or Bylaws

On August 29, 2018, KushCo Holdings, Inc. (formerly known as Kush Bottles, Inc.) filed Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”) with the Secretary of State for the State of Nevada. The Amended and Restated Charter changed the Company’s name from Kush Bottles, Inc. to KushCo Holdings, Inc. The Amended and Restated Charter became effective on September 1, 2018 and was approved by the Company’s stockholders at the Company’s 2018 Annual Meeting of Stockholders on May 8, 2018.

F-7

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On September 1, 2018, the Company moved its corporate headquarters from Santa Ana, California to Garden Grove, California. The address for the Company’s new corporate headquarters is 11958 Monarch Street, Garden Grove, California 92841.

Basis of Presentation

The accompanying consolidated financial statements and related notes include the activity of the Company and its wholly owned subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant inter-company transactions and balances have been eliminated in consolidation.

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 amount of revenues and expenses during the reporting period.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate.

The Company is subject to a number of risks similar to those of other companies of similar size and having a focus of serving the cannabis industry, including, the development stage of certain products, competition, limited number of suppliers, integration of acquisitions, substantial indebtedness, government regulations, protection of proprietary rights, and dependence on key individuals.

Voluntary Change in Accounting Principle

During the fourth quarter of fiscal 2018, the Company made a voluntary change in accounting principle to classify outbound shipping and handling costs associated with the distribution of finished product to its customers as selling, general and administrative (previously recorded in cost of goods sold). The Company made the voluntary change in principle because it believes the classification of shipping and handling costs within selling, general and administrative better reflects the selling effort and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change has been reflected in the consolidated statements of operations through retrospective application as follows:

	For the Year Ended August 31, 2018
	First Fiscal Quarter							Second Fiscal Quarter								Third Fiscal Quarter							Fourth Fiscal Quarter						Full Fiscal Year Ended August 31, 2018
	Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change		Effect of Change (Restated)			Adjusted			Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change		Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		6,162,120		(192,522	)		5,969,598		7,450,732		(328,340	)		7,122,392			9,246,879		(233,321	)		9,013,558		16,635,137		-		16,635,137		39,494,868		(754,184	)		38,740,685
Gross profit		2,684,995		192,522			2,877,517		2,910,644		328,340			3,238,984			3,657,730		233,321			3,891,051		3,326,602		-		3,326,602		12,579,971		754,184			13,334,154
Total operating expenses		6,990,055		192,522			7,182,577		10,475,368		328,340			(10,803,708	)		12,783,337		233,321			13,016,658		9,606,909		-		9,606,909		39,855,669		754,184			40,609,853

	For the Year Ended August 31, 2017
	First Fiscal Quarter							Second Fiscal Quarter							Third Fiscal Quarter							Fourth Fiscal Quarter							Full Fiscal Year Ended August 31, 2017
	Prior to Change		Effect of Change			Adjusted		Prior to Change		Effect of Change			Adjusted		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		1,637,652		(76,177	)		1,561,475		1,913,270		(139,908	)		1,773,362		3,156,290		(140,708	)		3,015,582		5,476,871		(188,129	)		5,288,742		12,184,083		(544,922	)		11,639,161
Gross profit		834,643		76,177			910,820		1,057,062		139,908			1,196,970		1,563,187		140,708			1,703,895		3,160,194		188,129			3,348,323		6,615,086		544,922			7,160,008
Total operating expenses		971,624		76,177			1,047,801		1,052,608		139,908			1,192,516		262,797		140,708			403,505		2,906,309		188,129			3,094,438		5,193,338		544,922			5,738,260

F-8

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation.

Segments

The Company operates in one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in the cannabis industry. While the Company has offerings in multiple geographic locations for its products for the cannabis industry, including as a result of the Company's acquisitions, the Company’s business operates in one operating segment because the majority of the Company's offerings operate similarly, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. The Company deploys its cash and cash equivalents with financial institutions with highly rated credit and monitors the amount on deposit at the financial institution. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits. As of August 31, 2018, and 2017, there were no cash equivalents outstanding.

Accounts Receivable

Trade accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest.  Trade accounts receivables are periodically evaluated for collectability based on past credit history and their current financial condition. The Company’s allowance for doubtful accounts was $999,752 and $25,000 as of August 31, 2018 and 2017, respectively.

Inventory

Inventories are stated at the lower of cost or net realizable value using the first-in first out (FIFO) method. The Company’s inventory consists of finished goods of $11,813,755 and $3,754,171 as of August 31, 2018 and 2017, respectively. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. The Company’s prepaid inventory was $11,019,374 and $780,345 and was included in prepaid expenses and other current assets as of August 31, 2018 and 2017, respectively.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of estimated useful life of the asset or the lease term, after the asset is placed in service. The estimated useful lives of the property and equipment are generally as follows: computer software acquired for internal use, three to seven years; computer equipment, two to three years; leasehold improvements, three to life of lease; and furniture and equipment, one to 7 years. Gains and losses from the retirement or disposition of property and equipment are included in operations in the period incurred.  Maintenance and repairs are expensed as incurred.

Fair Value of Financial Instruments

The fair value of certain of our financial instruments, including cash, receivables, other current assets, accounts payable, accrued compensation and employee benefits, other accrued liabilities and notes payable, approximate their carrying amounts because of the short-term maturity of these instruments.

F-9

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Monte Carlo simulation, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period.

Concentration of Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Collateral is not required for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable. This allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. Receivables are written-off and charged against its recorded allowance when the Company has exhausted collection efforts without success. The Company’s losses related to collection of trade receivables have consistently been within management’s expectations. Due to these factors, no additional credit risk beyond amounts provided for collection losses, which the Company reevaluates on a monthly basis based on specific review of receivable agings and the period that any receivables are beyond the standard payment terms, is believed by management to be probable in the Company’s accounts receivable.

Although, the Company is directly affected by the overall financial condition of the cannabis industry, management does not believe significant credit risk exists as of August 31, 2018. The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance.

The Company purchases products from a small number of suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which would adversely affect results of operations; however, management believes that suitable replacement suppliers could be obtained in such an event.

Intangible Assets acquired through Business Combinations

Intangible assets, domain name, trademarks and non-compete agreements that are deemed to have a definite life are amortized over their estimated useful lives and intangible assets with an indefinite life are assessed for impairment at least annually. Quarterly, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Impairment Assessment

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. There was no impairment of intangible assets, long-lived assets or goodwill during years ended August 31, 2018 and 2017.

Valuation of Business Combinations and Acquisition of Intangible Assets

The Company records intangible assets acquired in business combinations and acquisitions of intangible assets under the acquisition method of accounting. The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”). Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The Company then allocates the purchase price in excess of the fair value of the net tangible assets acquired to identifiable intangible assets, including purchased intangibles based on detailed valuations that use information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.

F-10

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company uses the income approach, the relief from royalty method (both a market and income method), and the with and without method to determine the fair values of its purchased intangible assets. The Company uses the probability-weighted expected return method (an income approach) to determine the appropriate amount of contingent consideration to include in the purchase price for an acquisition. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected industry trends and expected product introductions by competitors. In arriving at the value. The Company bases the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and cannabis industry investment risk factors. For the intangible assets acquired, the Company used risk-adjusted discount rates ranging from 19% to 26% to discount its projected cash flows. The Company believes that the estimated purchased intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the projects.

The Company also used the income approach (probably weighted cash flow), as described above, to determine the estimated fair value of certain identifiable intangibles assets including domain names and tradenames. Domain names represent established relationships with customers, which provides a ready channel for the sale of additional products and services. Tradenames represent acquired product names that the Company intends to continue to utilize. The Company used the with and without method to ascertain the fair value of the non-competition agreement.

The Company estimates and records the Acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates the fair value of contingent consideration and recognizes any changes in the fair value in its consolidated statement of operations. The Company estimates of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the company’s estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. A portion of the contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the Company’s stockholders’ equity.

The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of certain tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company records intangible assets at historical cost. The Company amortizes its intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization is recorded over the estimated useful lives ranging from four to six years. The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. If the carrying value of an asset exceeds its undiscounted cash flows, the Company will write-down the carrying value of the intangible asset to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Consistent with prior years, the Company conducted its annual impairment test of goodwill during the fourth quarter of fiscal 2018. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. The fair value of the reporting unit are estimated using market and discounted cash flow approaches. The estimate of fair value requires significant judgment. Any loss resulting from an impairment test would be reflected in operating income in the Company’s consolidated statements of income. The annual impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded.

Net Income (Loss) Per Share - Restated

The Company computes net income (loss) per common share under ASC Topic 260, Earnings per Share (“ASC 260”).  Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock.  Diluted net loss per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period.

Basic net income (loss) per common share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method. The effect of the contingent equity consideration relating to the acquisition of CMP is also factored into the calculation of dilutive securities.

F-11

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the calculation of basic and diluted net income (loss) per common share:

	August 31,			August 31,
	2018			2017
	(Restated)			(Restated)
Net income (loss)	$	(24,336,766	)	$	1,655,775
Weighted average common shares outstanding:
Basic		65,335,954			52,430,070
Net effect of dilutive options		-			1,258,653
Net effect of contingent equity consideration		-			4,740,960
Diluted		65,335,954			58,429,683
Net income (loss) per common share per share:
Basic	$	(0.37	)	$	0.03
Diluted	$	(0.37	)	$	0.03

Revenue Recognition

It is the Company’s policy that revenues from product sales is recognized in accordance with ASC Topic 605 "Revenue Recognition" (“ASC 605”).  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 fixed nature in selling prices of the products delivered and the collectability of those amounts.  The Company has not implemented any specific rebate programs. Provisions for discounts to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.  During the years ended August 31, 2018 and 2017, the Company had provisions for sales discounts of $465,717 and $131,368, respectively. The Company has not established a formal customer incentive program but considers and accommodates discounts to certain customers on a case by case basis, including by way of example, for volume shipping or for certain new customers with orders over a specific discretionary dollar threshold. The Company classifies the reimbursement by customers of shipping and handling costs as revenue and the associated cost as cost of revenue.

Consistent with ASC 605, the Company considers factors such as historical return of products, estimated remaining shelf life, price changes from competitors, and introductions of competing products in establishing a refund allowance. The Company recognizes revenues as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured.   The Company defers any revenue for which the product was not 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.

Warranty Costs

The Company has not had any historical warranty related expenditures from the sales of its products, which if incurred would result in the return of any defective products by customers.

Share-based Compensation

The Company accounts for its stock-based award in accordance with ASC Topic 718, Compensation (“ASC 718”), which requires fair value measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including restricted stock awards.  The Company estimates the fair value of stock using the stock price on the date of the approval of the award.  The fair value is then expensed over the requisite service periods of the awards, which is generally the vesting period and the related amount is recognized in the consolidated statements of operations.

F-12

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising

The Company conducts advertising for the promotion of its products and services. In accordance with ASC Topic 720 Other expenses (“ASC 720”), advertising costs are charged to operations when incurred. Advertising costs were $753,196 and $193,457 for the fiscal years ended August 31, 2018 and 2017, respectively.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as ASC Topic 740, Income Taxes, (“ASC 740”) which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 that prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). The first step evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that we will sustain the position on audit, including resolution of related appeals or litigation processes. The second step measures the tax benefit as the largest amount more than 50% likely of being realized upon ultimate settlement. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended August 31, 2018 and 2017, nor were any interest or penalties accrued as of August 31, 2018 and 2017. To the extent the Company may accrue interest and penalties, it elects to recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard

F-13

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase the total assets and the total liabilities that the Company will report relative to such amounts prior to adoption.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as modified by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard on September 1, 2018, using the modified retrospective approach. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.

Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 2 - RESTATEMENT

In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the fiscal quarter ended February 28, 2019, the Company identified inadvertent errors in the accounting for certain shared-settled contingent consideration obligations relating to the Company’s acquisition of CMP Wellness in May 2017, Summit Innovations in May 2018, and Hybrid Creative in July 2018. In connection with those acquisitions, contingent equity consideration relating to certain earn-out arrangements were accounted for as equity. Upon further evaluation, the Company determined that the share-settled contingent consideration should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the fiscal years ended August 31, 2018 and 2017 (the "Restated Periods").

The categories of misstatements and their impact on previously reported consolidated financial statements for the 2018 and 2017 annual periods are described below:

Contingent consideration: The recognition, measurement and presentation and disclosure related to the share-settled contingent consideration arrangements associated with the acquisitions of CMP Wellness, LLC, Summit Innovations, LLC and Hybrid Creative, LLC.  

Goodwill: The measurement and presentation and disclosure related to the goodwill recognized associated with the acquisitions of CMP Wellness, LLC, Summit Innovations, LLC and Hybrid Creative, LLC.  

Income taxes: The recognition, measurement and presentation and disclosure related to the income tax effects of the restatement adjustments noted above.

In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate:

Note 1. Nature of Business and Significant Accounting Policies

Note  3. Acquisition of CMP Wellness, LLC

Note  4. Acquisition of Summit Innovations, LLC

Note  5. Acquisition of Hybrid Creative, LLC

Note  9. Intangible Assets and Goodwill

Note  14. Fair Value of Financial Instruments

Note 16. Income Taxes

Additionally, see Note 18 “Quarterly Financial Information (unaudited) (As Restated)” for the quarterly financial information (unaudited) which summarizes the effects of the restatement adjustments relating to the change in contingent consideration payable for the appropriate quarterly periods within fiscal year 2018 and 2017.

The financial statement misstatements reflected in previously issued consolidated financial statements did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented.

Comparison of restated financial statements to financial statements as previously reported

The following tables compare the Company’s previously issued Consolidated Balance Sheets and Consolidated Statements of Operations as of and for the years ended August 31, 2018 and 2017 to the corresponding restated consolidated financial statements for those respective years.

F-14

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated consolidated balance sheets and consolidated statements of operations as of and for the years ended August 31, 2018 are as follows:

	August 31, 2018			Restatement Adjustment			August 31, 2018
		(As Reported)						(As Restated)
ASSETS
Current assets:
Cash	$	13,466,807		$	-		$	13,466,807
Accounts receivable, net of allowance		8,600,959			-			8,600,959
Prepaid expenses and other current assets		13,623,285			-			13,623,285
Inventory		11,813,755			-			11,813,755
Total current assets		47,504,806			-			47,504,806
Goodwill		49,564,325			2,703,028			52,267,353
Intangible assets, net		4,487,415			-			4,487,415
Deposits		250,296			-			250,296
Property and equipment, net		4,135,090			-			4,135,090
Total assets	$	105,941,932		$	2,703,028		$	108,644,960
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,821,839		$	-		$	2,821,839
Accrued expenses and other current liabilities		2,738,430			269,955			3,008,385
Contingent consideration payable		754,955			4,733,454			5,488,410
Notes payable - current portion		61,685			-			61,685
Line of credit - current portion		918,124			-			918,124
Total current liabilities		7,295,033			5,003,409			12,298,442
Long-term liabilities:
Notes payable		172,021			-			172,021
Warrant liability		14,430,000			-			14,430,000
Deferred rent		106,032			-			106,032
Total long-term liabilities		14,708,053			-			14,708,053
Total liabilities		22,003,086			5,003,409			27,006,495
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,273,124 shares issued and outstanding		78,273			-			78,273
Additional paid-in capital		94,666,689			10,251,202			104,917,891
Accumulated deficit		(10,806,116	)		(12,551,583	)		(23,357,699	)
Total stockholders’ equity		83,938,846			(2,300,381	)		81,638,465
Total liabilities and stockholders’ equity	$	105,941,932		$	2,703,028		$	108,644,960

F-15

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended August 31, 2018			Restatement Adjustment			Year Ended August 31, 2018
	(As Reported)						(As Restated)
Revenue	$	52,074,839		$	-		$	52,074,839
Cost of Goods Sold		38,740,685			-			38,740,685
Gross Profit		13,334,154			-			13,334,154
Operating Expenses:
Depreciation and amortization		1,017,164			-			1,017,164
Selling, general and administrative		24,700,610			-			24,700,610
Change in fair value of contingent consideration payable		-			14,137,894			14,137,895
Total Operating Expenses		25,717,774			14,137,894			39,855,669
Loss From Operations		(12,383,620	)		(14,137,894	)		(26,521,515	)
Other Income (Expenses)
Change in fair value of warrant liability		920,000			-			920,000
Other income (expense)		(21,920	)		-			(21,920	)
Interest expense		(276,361	)		-			(276,361	)
Total Other Income (Expenses)		621,719			-			621,719
Loss Before Income Taxes		(11,761,901	)		(14,137,894	)		(25,899,795	)
Provision for Income Taxes		(1,563,029	)		-			(1,563,029	)
Net Loss	$	(10,198,872	)	$	(14,137,894	)	$	(24,336,767	)
Basic Loss Per Share	$	(0.16	)				$	(0.37	)
Diluted Loss Per Share	$	(0.16	)				$	(0.37	)
Weighted Average Number of Common Shares Outstanding - Basic		65,335,954						65,335,954
Weighted Average Number of Common Shares Outstanding - Diluted		65,335,954						65,335,954

F-16

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended August 31, 2017 are as follows:

	August 31, 2017			Restatement Adjustment			August 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current Assets
Cash	$	916,984		$	-		$	916,984
Accounts receivable, net of allowance		1,695,303			-			1,695,303
Prepaid expenses and other current assets		1,625,689			-			1,625,689
Inventory		3,754,171			-			3,754,171
Total Current Assets		7,992,147			-			7,992,147
Goodwill		34,247,344			(1,258,265	)		32,989,080
Intangible assets, net		3,730,287			-			3,730,287
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		931,763			-			931,763
Total Assets	$	46,981,857		$	(1,258,265	)	$	45,723,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	1,039,889		$	-		$	1,039,889
Accrued expenses and other current liabilities		993,186			-			993,186
Contingent consideration payable		1,820,000			9,007,824			10,827,824
Notes payable - current portion		689,450			-			689,450
Total Current Liabilities		4,542,525			9,007,824			13,550,349
Long-Term Debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		34,513			-			34,513
Total Long-Term Liabilities		1,458,686			-			1,458,686
Total Liabilities		6,001,211			9,007,824			15,009,035
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,607,066 shares issued and outstanding		58,607			-			58,607
Additional paid-in capital		41,529,283			(11,852,400	)		29,676,883
Retained earnings (Accumulated deficit)		(607,244	)		1,586,311			979,067
Total stockholders' equity		40,980,646			(10,266,089	)		30,714,557
Total Liabilities and Stockholders’ Equity	$	46,981,857		$	(1,258,265	)	$	45,723,592

F-17

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended August 31,  2017			Restatement Adjustment			Year Ended August 31, 2017
	(As Reported)						(As Restated)
Net Revenue	$	18,799,169		$	-		$	18,799,169
Cost of Goods Sold		11,639,161			-			11,639,161
Gross Profit		7,160,008			-			7,160,008
Operating Expenses:
Depreciation and amortization		300,841			-			300,841
Selling, general and administrative		6,478,808			-			6,478,808
Change in fair value of contingent consideration payable		-			(1,586,311	)		(1,586,311	)
Total Operating Expenses		6,779,649			(1,586,311	)		5,193,338
Income From Operations		380,359			1,586,311			1,966,670
Other Income (Expenses)
Other income (expense)		(85,166	)		-			(85,166	)
Interest expense		(6,647	)		-			(6,647	)
Total Other Income (Expenses)		(91,813	)		-			(91,813	)
Income Before Income Taxes		288,546			1,586,311			1,874,857
Provision For Income Taxes		219,082			-			219,082
Net Income	$	69,464		$	1,586,311		$	1,655,775
Basic Income Per Share	$	0.00					$	0.03
Diluted Income Per Share	$	0.00					$	0.03
Weighted Average Number of Common Shares Outstanding - Basic		52,430,070						52,430,070
Weighted Average Number of Common Shares Outstanding - Diluted		58,429,683						58,429,683

F-18

NOTE 3 – ACQUISITION OF CMP WELLNESS

On May 1, 2017 (“Merger Date”), the Company and KBCMP, Inc., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement of Merger (the “Merger Agreement”) with Lancer West Enterprises, Inc., a California corporation and Walnut Ventures, a California corporation, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC, a California limited liability company, which prior to the merger, was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. Membership interest in CMP was the sole and only asset of Lancer West Enterprises, Inc. and Walnut Ventures (“CMP Wellness” or “CMP”). As a result, CMP Wellness became a wholly-owned subsidiary of the Company. CMP Wellness is a distributor of vaporizers, cartridges and accessories. The Company’s Directors believed the acquisition of CMP Wellness and the product offerings of CMP Wellness leveraged the Company’s existing product development program and provided the Company with the possibility of generating near term revenue and operating cash flow, as well as establishing a commercial platform whereby other cannabis industry-support products may be accessed in the future. Going forward, the existing product offering and other product licensing opportunities, will be the basis of the Company's long-term product portfolio.

CMP’s assets acquired and liabilities assumed are recorded at their acquisition-date fair values. As part of the purchase price allocation, all intangible assets that were a part of the acquisition were identified and valued. It was determined that only non-competition agreements and trade name had separately identifiable intangible values. Trade name represents the CMP product names that the Company intends to continue to use. The deferred income tax liability relates to the tax effect of acquired identifiable intangible assets as such amounts are not deductible for tax purposes. For the acquisition discussed above, goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of CMP resulted in the recognition of goodwill primarily because of synergies unique to the Company and the strength of its acquired workforce.

The results of operations of CMP were consolidated beginning on the date of the merger. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of tangible and intangible assets acquired and liabilities assumed is allocated to goodwill. The amount of contingent consideration was recorded at its estimated fair value as of the acquisition date. The subsequent accounting for contingent consideration depends on whether the contingent consideration is classified as a liability or equity. The portion of contingent consideration classified as equity is not remeasured in subsequent accounting periods. However, contingent consideration classified as a liability is remeasured to its fair value at the end of each reporting period and the change in fair value is reflected in income or expense during that period. Any changes within the measurement period resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recorded at the acquisition date.

The acquisition consideration consisted of a fixed cash payment of $1,500,000, unsecured promissory notes in the aggregate principal amount of approximately $770,820, having a one-year maturity, and an aggregate of 7,800,000 restricted shares of the Company’s common stock. During the one-year period following the closing, the two sellers of CMP may become entitled to receive up to an additional $1,905,000 in cash, in the aggregate, and 4,740,960 shares of common stock of the Company, in the aggregate, based on the gross profit generated by the CMP product line for the period from May 1, 2017 to April 30, 2018. Per the terms of the Merger Agreement, post-closing adjustments to CMP’s working capital is directly offset to the unsecured promissory notes payable. Management has estimated that the post-closing working capital adjustments amounted to $104,032, which management estimates will result in a decrease of the unsecured promissory notes payable from $770,820 to $666,788. In accordance with ASC 805, management has evaluated the estimated fair value of the contingent consideration based a probability-weighted assessment of the occurrence of CMP reaching certain gross profit earnout targets. The Company initially recorded a contingent liability for the contingent cash consideration of $1,735,375 and the fair value of the contingent equity consideration of $10,763,760. Based on information obtained during the fourth fiscal quarter, the Company revised its estimate of the contingent cash consideration from $1,735,375 to $1,905,000, and its estimate of the contingent equity consideration from $10,763,760 to $11,682,775. As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the CMP product line performs against the gross profit target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

F-19

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fixed equity consideration received by CMP members was calculated based on the negotiated price per share of common stock of the Company of $2.50, which approximated the quoted market price on the acquisition date. The contingent equity consideration (number of common shares) was also calculated based on the negotiated price per share of common stock of the Company of $2.50, which approximated the quoted market price. The total preliminary acquisition consideration is as follows:

	May 1, 2017 (As initially reported)		Measurement Period Adjustments (1)		August 31, 2017 (As adjusted)
Cash	$	1,500,000	$	-	$	1,500,000
Fair value of common shares issued to CMP members		19,500,000		-		19,500,000
Promissory notes		660,216		6,572		666,788
Estimated fair value contingent cash consideration		1,735,375				1,735,375
Estimated fair value contingent equity consideration		10,763,760				10,763,760
Total estimated acquisition consideration	$	34,159,351	$	6,572	$	34,165,923

(1) As of August 31, 2017, a measurement period adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

	May 1, 2017			Measurement Period			August 31, 2017
	(As initially reported)			Adjustments (1)			(As adjusted)
Accounts receivable	$	735,513		$	-		$	735,513
Inventory		655,970			-			655,970
Prepaid expenses		206,874			-			206,874
Fixed assets		1,737			-			1,737
Deposits		6,261			-			6,261
Deferred tax liability		-			(1,354,370	)		(1,354,370	)
Accounts payable and accrued liabilities		(105,124	)		6,572			(98,552	)
Total identifiable net assets		1,501,231			(1,347,798	)		153,433
Trade name		-			2,600,000			2,600,000
Non-compete		-			800,000			800,000
Goodwill		32,658,120			(2,045,630	)		30,612,490
Total fair value of consideration	$	34,159,351		$	6,572		$	34,165,923

(1) As of August 31, 2017, the Company allocated $2,600,000 and $800,000 to the trade name and non-compete, respectively. The Company also recorded a deferred tax liability of $1,354,370 associated with the CMP acquisition. An additional post-closing adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

The following unaudited summary pro forma financial information for the years ended August 31, 2017 and 2016 has been presented for illustrative purposes only and does not purport to represent what the Company’s results of operations would have been if the acquisition had occurred as presented, or to project the Company’s results of operations for any future periods. The pro forma financial information was prepared assuming the CMP Wellness transaction occurred as of September 1, 2015. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable, including those pertaining to revenue, operating expenses, income taxes, and depreciation expense.

	For the Years Ended
	August 31,
	2017		2016
Net Revenue	$	25,672,583	$	11,375,944
Income from operations		3,241,245		488,886
Net income		2,407,679		431,033
Net income per common share:
Basic	$	0.06	$	0.01
Diluted	$	0.05	$	0.01

On July 16, 2018, the Company issued an aggregate of 3,740,960 shares of common stock associated with the contingent equity consideration in accordance with the terms of the Merger Agreement.

NOTE 4 - ACQUISITION OF SUMMIT INNOVATIONS, LLC

On May 2, 2018, the Company completed its acquisition of Summit, a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Merger Agreement with Summit, Summit merged with and into KCH, a wholly-owned subsidiary of the Company, with KCH as the surviving entity.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805. The fixed purchase consideration paid to the Members of Summit at the closing included the Cash Consideration, consisting of an aggregate of $905,231 in cash, net of cash received, $187,849 in cash held back and the Share Consideration, consisting of an aggregate of 1,280,000 shares common stock. The Company held back approximately 640,000 shares of common stock from the Share Consideration for a period of 15 months for potential post-closing working capital and/or indemnification claims relating to, among other things, breaches of representations, warranties and covenants contained in the Merger Agreement. The Members may become entitled to receive contingent equity consideration of up to an additional 1,280,000 shares of common stock, in the aggregate, based on the net revenue performance of the Summit business during a one-year period following the closing.

F-20

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair value of consideration transferred (based on the $5.59 May 2, 2018 closing price) was as follows:

	May 2, 2018		Measurement Period			August 31, 2018
	(As initially reported)		Adjustments (1)			(As adjusted)
Cash	$	945,218	$	(39,987	)	$	905,231
Cash held back		500,000		(312,151	)		187,849
Fair value of common shares issued to Summit members		3,577,600		-			3,577,600
Fair value common shares held back		3,577,600		(761,521	)		2,816,079
Fair value contingent consideration payable in common shares		7,155,200		-			7,155,200
Total	$	15,755,618	$	(1,113,659	)	$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to decrease cash held back from $500,000 to $187,849 and decrease cash, net of cash acquired, from $945,218 to $905,231.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:

	May 2, 2018			Measurement Period			August 31, 2018
	(As initially reported)			Adjustments (1)			(As adjusted)
Accounts receivable, net of allowance	$	470,670		$	(252,436	)	$	218,234
Prepaid expenses and other current assets		86,626			-			86,626
Inventory		237,000			-			237,000
Property and equipment, net		648,770			-			648,770
Accounts payable		(1,376,531	)		102,938			(1,273,593	)
Accrued expenses and other current liabilities		(358,035	)		-			(358,035	)
Notes payable		(986,816	)		-			(986,816	)
Total identifiable net assets		(1,278,317	)		43,359			(1,234,958	)
Non-compete		-			620,000			620,000
Goodwill		17,033,935			(1,584,162	)		15,449,773
Total fair value of consideration	$	15,755,618		$	(980,367	)	$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to allocate $620,000 to the non-compete, decrease accounts receivable, net of allowance, from $470,670 to $218,234 and decrease accounts payable from $1,376,531 to $1,273,593.

As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the Summit business performs against the revenue target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

As August 31, 2018, the Company paid off notes payable of $986,816.

The following unaudited pro forma financial data assumes the acquisition had occurred at September 1, 2016. Pro forma results have been prepared by adjusting the Company’s historical results to include Summit's results of operations. The unaudited pro forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at September 1, 2016, nor do they indicate the results of operations in future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, nor do they consider any potential impacts of current market conditions or revenues, reduction of expenses, asset dispositions, or other factors. The impact of these items could alter the following pro forma results:

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	56,949,946		$	19,017,538
Net loss	$	(26,085,642	)	$	1,457,753
Loss per share:
Basic	$	(0.40	)	$	0.03
Diluted	$	(0.40	)	$	0.02

F-21

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - ACQUISITION OF THE HYBRID CREATIVE, LLC

On July 11, 2018, the Company completed its acquisition of Hybrid, a specialist design agency. Pursuant to the terms of the Agreement with the members of ZDCA, parent of wholly-owned subsidiary, Hybrid, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805. The fixed consideration paid to the Members of Hybrid at the closing included the Cash Consideration, consisting of an aggregate of $847,187 in cash, net of cash received, $82,106 in cash held back and the Share Consideration, consisting of an aggregate of 360,000 shares common stock. The Company held back $82,106 of the Cash Consideration and 162,000 shares of common stock from the Share Consideration until January 1, 2019 in connection with certain representations and warranties. The Members may become entitled to receive cash contingent consideration of up to $485,000, and up to 212,858 common shares of equity consideration, based primarily on the net revenue performance of the Hybrid business during the period September 1, 2018 through August 31, 2019.

The total purchase price (based on the $5.22 July 11, 2018 closing price) was as follows:

	August 31, 2018
Cash	$	847,186
Cash held back		82,106
Fair value of common shares issued to Hybrid members		1,879,200
Fair value of contingent cash consideration		450,000
Estimated fair value of contingent equity consideration		920,000
Total estimated acquisition consideration	$	4,178,492

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:

	August 31, 2018
Accounts receivable, net of allowance	$	33,145
Prepaid expenses and other current assets		756
Deposits		4,700
Accounts payable		(86,275	)
Accrued expenses and other current liabilities		(277,718	)
Notes payable		(234,616	)
Total identifiable net assets		(560,008	)
Non-compete		910,000
Goodwill		3,828,500
Total fair value of consideration	$	4,178,492

As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the Hybrid business performs against the revenue target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

As August 31, 2018, the Company paid off notes payable of $234,616.

The following unaudited pro forma financial data assumes the acquisition had occurred at September 1, 2016. Pro forma results have been prepared by adjusting the Company’s historical results to include Hybrid's results of operations. The unaudited pro forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at September 1, 2016, nor do they indicate the results of operations in future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, nor do they consider any potential impacts of current market conditions or revenues, reduction of expenses, asset dispositions, or other factors. The impact of these items could alter the following pro forma results:

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	53,068,530		$	19,922,289
Net loss	$	(24,865,344	)	$	1,624,687
Loss per share:
Basic	$	(0.38	)	$	0.03
Diluted	$	(0.38	)	$	0.03

NOTE 6 – CONCENTRATIONS OF RISK

Supplier Concentrations

The Company purchases inventory from various suppliers and manufacturers. For the years ended August 31, 2018 and 2017, two vendors accounted for approximately 56% and 22%, respectively, of total inventory purchases.

Customer Concentrations

During the years ended August 31, 2018 and 2017, there were no customers which represented over 10% of the Company’s revenues.

F-22

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – RELATED-PARTY TRANSACTIONS

The Company leases its California and Colorado facilities from related parties. During the years ended August 31, 2018 and 2017, the Company made rent payments of $214,760 and $202,800, respectively, to these related parties.

NOTE 8 – PROPERTY AND EQUIPMENT

The major classes of fixed assets consist of the following as of August 31, 2018 and 2017:

	August 31,			August 31,
	2018			2017
Machinery and equipment	$	2,155,650		$	886,608
Vehicles		380,893			144,845
Office Equipment		385,627			118,387
Leasehold improvements		1,318,805			71,545
Gas Tanks - Summit		782,134			-
		5,023,109			1,221,385
Accumulated Depreciation		(888,019	)		(289,622	)
	$	4,135,090		$	931,763

Depreciation expense was $401,250 and $177,139 for the years ended August 31, 2018 and 2017, respectively.

NOTE 9 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets consist of the following as of August 31, 2018 and 2017:

			As of August 31, 2018							As of August 31, 2017
	Weighted
	Average
	Estimated		Gross							Gross
	Useful		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Description	Life		Value		Amortization			Amount		Value		Amortization			Amount
Domain name		5 years	$	598,605	$	(166,530	)	$	432,075	$	589,284	$	(47,886	)	$	541,398
Trade name		6 years		2,600,000		(577,778	)		2,022,222		2,600,000		(144,444	)		2,455,556
Non-compete agreement		4 years		2,370,000		(336,882	)		2,033,118		800,000		(66,667	)		733,333
			$	5,568,605	$	(1,081,190	)	$	4,487,415	$	3,989,284	$	(258,997	)	$	3,730,287

Amortization expense was $822,193 and $258,997 for the years ended August 31, 2018 and 2017, respectively.

The estimated remaining amortization expense for each of the five succeeding fiscal years:

Year ended August 31,
2019	$	931,732
2020		931,732
2021		931,732
2022		931,732
2023		423,452
Thereafter		337,035
	$	4,487,415

F-23

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in the carrying amount of goodwill for the fiscal years ended August 31, 2018 and 2017:

	Goodwill (Restated)
Balance - August 31, 2016	$	2,376,589
CMP acquisition		30,612,490
Balance - August 31, 2017		32,989,079
Summit acquisition		15,449,773
Hybrid acquisition		3,828,500
Balance - August 31, 2018	$	52,267,352

NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	August 31,		August 31,
	2018		2017
Customer deposits	$	768,908	$	319,492
Accrued compensation		992,747		245,975
Income tax payable		-		219,082
Credit card liabilities		234,780		142,157
Deferred revenue		105,917		-
Sales tax payable		432,491		17,182
Other accrued expenses		473,542		49,298
	$	3,008,385	$	993,186

NOTE 11 – NOTES PAYABLE

Promissory Notes Payable

As partial consideration for the acquisition of CMP, the Company issued the sellers unsecured promissory notes totaling $770,820. Management has estimated that the post-closing working capital adjustments amounted to $104,032, which resulted in a decrease of the unsecured promissory notes payable from $770,820 to $666,788. The promissory notes matured on May 1, 2018 and bore interest at an annual rate of 1.15%. The notes and accrued and unpaid interest were payable in quarterly installments beginning August 1, 2017. As of August 31, 2018, all principal and interest payments have been made.

Automobile Contracts Payable

The Company has entered into purchase contracts for its vehicles.  The loans are secured by the vehicles and bear interest at an average interest rate of approximately 4% per annum. Future principal payments on these automobile contracts payable is summarized in the table below:

	Principal
Year ended August 31,	Due
2019	$	65,920
2020		47,990
2021		45,616
2022		47,422
2023		14,893
Thereafter		11,864
	$	233,705

F-24

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - LOAN AGREEMENT

On November 16, 2017, the Company and KIM as borrowers, and all of the Company’s other subsidiaries, as credit parties, entered into a Loan and Security Agreement (the “Loan Agreement”) with Gerber Finance Inc., as lender (“Gerber”), effective as of November 6, 2017. The Loan Agreement provides a secured revolving credit facility (the “Revolving Line”) in an aggregate principal amount of up to $2.0 million at any time outstanding, of which $918,124 was outstanding on August 31, 2018. Under the original terms of the Loan Agreement, the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed up to 85% of the Company’s eligible receivables minus reserves. Under the terms of the Loan Agreement, the Company may also request letters of credit from Gerber. The proceeds of the loans under the Loan Agreement will be used for working capital and general corporate purposes. The Revolving Line has a maturity date of November 6, 2019. Borrowings under the Revolving Line accrues interest at a rate based on the prime rate as customarily defined, plus a margin of 3.0%. On March 8, 2018, the Company and KIM entered into an amendment to the Loan Agreement with Gerber. Pursuant to this amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $4.0 million and the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 40% of the value of certain inventory and (ii) 50% of certain accounts receivable. In April 2019, The Company obtained a waiver of Non-compliance with certain covenant violations associated with the restatements noted in Note 2.

NOTE 13 – WARRANT LIABILITY

In June of 2018, the Company issued 3,750,000 five-year warrants to investors in a registered direct offering (the “Offering”). The exercise price of the warrants is protected against down-round financing throughout the term of the warrant. Pursuant to ASC Topic 815, the fair value of the warrants of $15,350,000 was recorded as a derivative liability on the issuance dates.  The estimated fair values of the warrants were computed at issuance using a Monte Carlo option pricing model, with the following assumptions: stock price $5.56 volatility 78.1%, risk-free rate 2.74%, annual dividend yield 0% and expected life 4.0 years.

The estimated fair value of the outstanding warrant liabilities was $14,430,000 and $0 as of August 31, 2018 and 2017, respectively.

Increases or decreases in fair value of the derivative liability are included as a component of total other expense in the accompanying consolidated statements of operations for the respective period. The changes to the derivative liability for warrants resulted in a decrease of $920,000 in warrant liability and a corresponding increase in other income for the year ended August 31, 2018.

The estimated fair value of the warrants was computed as of August 31, 2018 and 2017 using the Monte Carlo model, using the following assumptions:

	August 31,			August 31,
	2018			2017
Stock price volatility		78.1% - 81.1	%		N/A
Risk-free interest rates		2.72% - 2.74	%		N/A
Annual dividend yield		0	%		N/A
Term		3.8 - 4.0			N/A

In addition, management assessed the probabilities of future financing assumptions in the valuation models.

Transaction costs of $1,215,460 attributable to the warrant liability component were immediately expensed.

F-25

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED

Fair value measurements are performed in accordance with the guidance provided by ASC Topic 820, “Fair Value Measurements and Disclosures.” ASC Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, capital lease obligations and deferred revenue approximate their fair values based on their short-term nature. The carrying amount of the Company’s long-term notes payable approximates its fair value based on interest rates available to the Company for similar debt instruments and similar remaining maturities.

The estimated fair value of the contingent consideration related to the Company's business combinations is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

In connection with the Company’s Offering, the Company issued warrants to purchase shares of its Common Stock and recorded embedded conversion features which are accounted for as derivative liabilities (see Note 13 above.) The estimated fair value of the derivatives is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities:

	Fair Value at August 31, 2018 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	5,488,409	$	-	$	-	$	5,488,409
Warrant liability		14,430,000		-		-		14,430,000
Total liabilities	$	19,918,409	$	-	$	-	$	19,918,409

	Fair Value at August 31, 2017 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	10,827,824	$	-	$	-	$	10,827,824
Total liabilities	$	10,827,824	$	-	$	-	$	10,827,824

F-26

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table reflects the restated activity for the Company’s contingent acquisition liabilities measured at fair value using Level 3 inputs:

	Total
As of August 31, 2016	$	-
Acquisition of CMP		12,499,135
Change in Fair Value		(1,291,651	)
As of May 31, 2017		11,207,484
Change in Fair Value		(294,660	)
Cash Payment		(85,000	)
As of August 31, 2017		10,827,824
Change in Fair Value		4,456,502
Cash Payment		(85,000	)
As of November 30, 2017		15,199,326
Change in Fair Value		6,684,754
Cash Payment		(85,000	)
As of February 28, 2018		21,799,080
Change in Fair Value		7,041,229
Settled in shares - CMP		(26,217,509	)
Acquisition of Summit		7,155,200
As of May 31, 2018		9,778,000
Cash Payment		(1,650,000	)
Acquisition of Hybrid Creative		1,405,000
Change in Fair Value		(4,044,591	)
As of August 31, 2018	$	5,488,409

F-27

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the contingent acquisition liabilities is evaluated each reporting period using projected financial results, discount rates, and projected timing of settlement. Projected contingent payment amounts are discounted back to the current period using a discount rate. Projected financial results are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases in projected financial results will result in higher fair value measurements. Increases in discount rates and the time to payment will result in lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement.

The weighted-average of the discount rates used were 17% and 19% - 26% as of August 31, 2018 and 2017, respectively. The projected year of payment ranges from 2019 to 2023.

The following table reflects the activity for the Company’s warrant derivative liability associated with the Company’s 2018 Offering measured at fair value using Level 3 inputs:

	Warrant Liability
Balance at August 31, 2017	$	-
Issuance		15,350,000
Adjustments to estimated fair value		(920,000	)
Balance at August 31, 2018	$	14,430,000

NOTE 15 – STOCKHOLDERS' EQUITY

Preferred Stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of August 31, 2018 and 2017, the Company has no shares of preferred stock issued or outstanding.

Common Stock

The authorized common stock is 265,000,000 shares with a par value of $0.001. As of August 31, 2018 and 2017, 78,273,124 and 58,607,066 shares were issued and outstanding, respectively.

During the year ended August 31, 2018, the Company sold 5,901,859 shares of its common stock to investors in exchange for cash of $16,424,723.

During the year ended August 31, 2017, the Company sold 1,776,250 shares of its common stock to investors in exchange for cash of $3,024,897.

On June 7, 2018, the Company entered into the Purchase Agreement with certain accredited investors pursuant to which the Company agreed to issue and sell an aggregate of 7.5 million shares of its common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase 3,750,000 shares of Common Stock (“Warrants”) (collectively, the “Securities”), in the Offering. Subject to certain ownership limitations, the Warrants were immediately exercisable at an exercise price equal to $5.28 per share of Common Stock. The Warrants are exercisable for five years from the date of issuance.

The combined per share purchase price for a share of Common Stock and half of a Warrant was $4.80. The closing of the Offering occurred on June 12, 2018 with aggregate gross proceeds of approximately $36.0 million. The aggregate net proceeds from the Offering, after deducting the placement agent fees and other offering expenses, was approximately $33.0 million.

F-28

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-based Compensation

The Company recorded stock compensation expense of $3,585,533 and $943,125 for the years ended August 31, 2018 and 2017, respectively, in connection with the issuance of shares of common stock and options to purchase common stock.

During the year period ended August 31, 2018, the Company issued 499,724 shares of common stock to consultants in exchange for services and prepaid services, for a total of $4,858,905.

During the year period ended August 31, 2017, the Company issued 305,097 shares of common stock to consultants in exchange for services and prepaid services, for a total of $671,437.

Stock Options

The Company’s 2016 Stock Incentive Plan (the Plan) was adopted on February 9, 2016. The Plan permits the grant of share options and shares to its employees and directors for up to 15,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant; those option awards generally vest based on three years of continuous service and have 10-year contractual terms.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the years ended August 31, 2018 and 2017:

	August 31,	August 31,
	2018	2017
Expected term in years	5.04 - 6.51	5.03 - 7.0
Expected volatility	64% - 79%	54% - 62%
Risk-free interest rate	1.70% - 2.94%	0.85% - 1.60%
Expected dividend yield	0%	0%

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on management's analysis of historical volatility for comparable companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

F-29

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended August 31, 2018 and 2017, the Company issued 7,177,500 and 3,940,000 stock options, respectively, pursuant to the Company’s 2016 Stock Incentive Plan. A summary of the Company’s stock option activity during the years ended August 31, 2017 and 2018 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Stock			Exercise		Contractual		Intrinsic
	Options			Price		Term (in years)		Value
Balance Outstanding, August 31, 2016		2,039,000		$	0.57		5.2	$	2,283,680
Granted		3,940,000		$	2.29		9.6		-
Exercised		(232,500	)	$	1.02		-		-
Forfeited		(471,000	)	$	1.76		-		-
Balance Outstanding, August 31, 2017		5,275,500		$	1.73		8.0	$	917,610
Granted		7,177,500		$	4.55		9.4		-
Exercised		(1,145,485	)	$	0.52		-		-
Forfeited		(1,939,822	)	$	2.64		-		-
Balance Outstanding, August 31, 2018		9,367,693		$	3.85		9.1	$	14,463,235
Exercisable, August 31, 2018		2,461,642		$	1.04		8.0	$	15,105,325

The weighted-average grant-date fair value of options granted during the years ended August 31, 2018 and 2017, was $2.85 and $0.92, respectively.

During the year ended August 31, 2018, the Company issued 1,181,072 shares of common stock in exchange for $612,347, pursuant to stock option exercises. During the year ended August 31, 2017, the Company issued 215,000 shares of common stock in exchange for $219,000, pursuant to stock option exercises and issued 10,557 shares of common stock pursuant to a cashless exercise of 17,500 stock options.

As of August 31, 2018 and 2017, there was $14,327,739 and $1,878,144, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.3 years and 1.9 years. The total fair value of shares vested during the year ended August 31, 2018 and 2017 is $6,798,993 and $527,572, respectively. This amount is included in selling, general and administrative expenses on the consolidated statements of operations. Additionally, the calculation of the expense assumes a forfeiture rate of 22% and 33% for the year ending August 31, 2018 and 2017, respectively.

F-30

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – INCOME TAXES

For financial reporting purposes, income before income taxes for fiscal 2018 and 2017 includes the following components:

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Pre-tax income (loss):	$	(25,899,796	)	$	1,874,857
Income (loss) before income taxes (benefit)	$	(25,899,796	)	$	1,874,857

The components of the provision for income taxes for fiscal 2018 and 2017 are as follows:

	For the Year Ended August 31,
	2018			2017
Current
Federal tax	$	-		$	111,611
State tax		4,800			107,471
Total	$	4,800		$	219,082
Deferred
Federal tax		(1,190,387	)		-
State tax		(377,442	)		-
Total		(1,567,829	)		-
Total tax provision	$	(1,563,029	)	$	219,082

The net deferred tax asset generated by the loss carry-forward generated in previous fiscal years was fully utilized during the year ended August 31, 2017. Deferred tax liability resulting from intangible assets that are non-deductible for tax purposes was recorded as a liability on the merger date.

The income tax benefit differs from the amount computed by applying the federal income tax rate to net earnings before income taxes. The provision for income tax consists of the following:

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Federal income tax/benefit attributable to:
Income tax provision at statutory rate	$	(6,561,281	)	$	699,887
Non-deductible entertainment		24,659			11,121
Penalties		5,553			7,310
Warrants		327,548			-
Change in fair value		233,067			-
State taxes, net of federal benefit		302,486			177,355
Stock-based and other compensation		342,098			126,734
Other		(139,828	)		-
Impact of the Tax Cuts and Jobs Act		(430,203	)		-
Reorganization costs		57,105			54,884
Change in Contingent Consideration Payable		3,581,129			(597,018	)
Less: valuation of allowance		694,638			-
Less: utilization of allowance		-			(261,160	)
Income tax expense (benefit)	$	(1,563,029	)	$	219,082

On December 22, 2017, the Tax Act was enacted in the U.S. Certain provisions of the Tax Act are effective for the company’s fiscal year 2018, whereas other material provisions of the Tax Act will not apply to the company until the company’s fiscal year 2019.

For fiscal year ended August 31, 2018, the company’s statutory U.S. federal income tax rate was 25.33% which represents a blending of the 35.0% statutory rate under prior law and the new 21.0% statutory rate effective January 1, 2018, prorated based on the number of days during the company’s current fiscal year that each rate was effective. For fiscal years 2019 and later, the company’s statutory U.S. federal income tax rate will be 21.0%.

F-31

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of the Tax Act, and shown in the table above, the company recorded a provisional net one-time charge of $430,203 for year ended August 31, 2018.

Beginning in the company’s fiscal year 2019, we will be subject to additional provisions in accordance with the Tax Act. These provisions include income inclusions, deductions, limitations on interest expense and other deductions and our ability to utilize certain tax credits, and minimum taxes, among other things.

The tax effects of the temporary differences that give rise to the deferred tax assets and liabilities are as follows:

	For the Year Ended August 31,
	2018			2017
Deferred tax assets
Net operating loss carry-forwards	$	1,562,807		$	-
Stock-based compensation		144,663			143,611
Issuance of restricted stock		-			58,683
	$	1,707,470		$	202,294
Valuation allowance		(694,638	)		-
	$	1,012,832		$	202,294
Deferred tax liabilities
Depreciation, amortization and other		(1,012,832	)		(1,596,386	)
		(1,012,832	)		(1,596,386	)
Net deferred tax asset (liability)	$	-		$	(1,394,092	)

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.  As of August 31, 2018 and 2017, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are for the years ended August 31, 2017, 2016 and 2015.

The Company has a federal net operating loss carryforward of $7,441,937 and a state tax carryover of $4,575,430 stated at the effective tax rate in the deferred tax asset table above for August 31,2018. However, due to limitations of carryover attributes rules, it is unlikely the company will benefit from the NOL’s and thus the Company has determined a 100% valuation reserve is required.

For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code.

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Leases

The Company’s corporate head-quarters and primary distribution center is located in Garden Grove, California. The Garden Grove facility lease expires on August 1, 2022 and requires escalating monthly payments that range between $24,480 and $28,379. The Company also leases an additional warehouse facility in Garden Grove, California, which lease expires on August 31, 2023 and requires escalating monthly payments that range between $43,621 and $50,569. As part of the acquisition of CMP on May 1, 2017, the Company assumed the lease for CMP’s facility located in Lawndale, California. The lease expires in January 2019, and requires escalating monthly payments that range between $4,031 and $4,143. On April 1, 2016, the Company entered into a sublease agreement for a facility located in Woodinville, Washington. The lease commenced on July 15, 2016 and expires on January 31, 2020, and requires escalating monthly payments that range between $14,985 and $16,022. Effective April 10, 2015, the Company assumed the facility lease in Denver, Colorado, which is the headquarters of operations for its wholly-owned subsidiary, Dank. On September 1, 2016, the Colorado facility lease was amended to include additional office space. The lease runs through March 31, 2020 and requires escalating monthly payments, ranging between $4,800 and $7,300. In April 2018, the Company entered into a lease for warehouse space in Worcester, Massachusetts that expires in April 2022 and requires escalating monthly payments that range between $34,551 and $37,754.  In June 2018, the Company entered into a lease for a distribution center in Las Vegas, Nevada that expires in May 2021 and requires escalating monthly payments that range between $13,869 and $15,601. During the years ended August 31, 2018 and 2017, the Company recognized $1,179,890 and $398,802, respectively, of rental expense, related to its office, retail and warehouse space.

F-32

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Minimum future commitments under non-cancelable operating leases and other obligations were as follows:

Year ended August 31,
2019	$	1,892,186
2020		1,794,524
2021		1,723,981
2022		1,475,565
2023		832,544
	$	7,718,800

Other Commitments

In the ordinary course of business, the Company may enter into contractual purchase obligations and other agreements that are legally binding and specify certain minimum payment terms. The Company had no such agreements as of August 31, 2018.

Litigation

The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no pending legal proceedings or claims as of August 31, 2018.

NOTE 18 – QUARTERLY INFORMATION (UNAUDITED)

As described in Note 2 to the Consolidated Financial Statements, we have restated our historical consolidated financial statements for the previously issued years ended August 31, 2018 and 2017 and consolidated interim financial statements as of May 31, 2017, November 30, 2017, February 28, 2018 and May 31, 2018 and for the periods then ended to the corresponding restated financial statements.

The following quarterly financial information reflects the impacts of the restatement adjustments relating to the change in contingent consideration payable for the periods ended May 31, 2017, November 30, 2017, February 28, 2018 and May 31, 2018.

F-33

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated condensed consolidated balance sheets and consolidated statements of operations as of and for the periods ended May 31, 2017 are as follows:

	May 31, 2017			Restatement Adjustment			May 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	726,692		$	-		$	726,692
Accounts receivable, net of allowance		1,561,117			-			1,561,117
Prepaid expenses and other current assets		1,186,885			-			1,186,885
Inventory		3,130,246			-			3,130,246
Total current assets		6,604,940			-			6,604,940
Goodwill		35,034,710			-			35,034,710
Intangible assets, net		1,086,863			-			1,086,863
Deposits		46,860			-			46,860
Property and equipment, net		928,483			-			928,483
Total assets	$	43,701,856		$	-		$	43,701,856
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,108,769		$	-		$	1,108,769
Accrued expenses and other current liabilities		644,437			-			644,437
Contingent consideration payable		-			9,472,109			9,472,109
Notes payable - current portion		682,406			-			682,406
Total current liabilities		2,435,612			9,472,109			11,907,721
Long-term debt
Notes payable		1,825,910			-			1,825,910
Total liabilities		4,261,522			9,472,109			13,733,631
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,280,739 shares issued and outstanding		58,281			-			58,281
Additional paid-in capital		40,210,306			(10,763,760	)		29,446,546
Accumulated deficit		(828,253	)		1,291,651			463,398
Total stockholders' equity		39,440,334			(9,472,109	)		29,968,225
Total liabilities and stockholder’s equity	$	43,701,856		$	-		$	43,701,856

F-34

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended May 31, 2017			Restatement Adjustment			Three Months Ended May 31, 2017			Nine Months Ended May 31, 2017			Restatement Adjustment			Nine Months Ended May 31, 2017
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Net Revenue	$	4,719,477		$	-		$	4,719,477		$	10,161,813		$	-		$	10,161,813
Cost of goods sold		3,156,290			-			3,156,290			6,706,272			-			6,706,272
Gross profit		1,563,187			-			1,563,187			3,455,541			-			3,455,541
Operating expenses
Depreciation and amortization		28,816			-			28,816			48,294			-			48,294
Stock compensation expense		259,417			-			259,417			522,226			-			522,226
Selling, general and administrative		1,266,215			-			1,266,215			3,008,134			-			3,008,134
Change in contingent consideration payable		-			(1,291,651	)		(1,291,651	)		-			(1,291,651	)		(1,291,651	)
Total operating expenses		1,554,448			(1,291,651	)		262,797			3,578,654			(1,291,651	)		2,287,003
Income (loss) from operations		8,739			1,291,651			1,300,390			(123,113	)		1,291,651			1,168,538
Other income (expenses)
Other income (expense)		-			-			-			(23,944	)		-			(23,944	)
Interest expense		(2,620	)		-			(2,620	)		(4,488	)		-			(4,488	)
Total other income (expenses)		(2,620	)		-			(2,620	)		(28,432	)		-			(28,432	)
Income (loss) before income taxes		6,119			1,291,651			1,297,770			(151,545	)		1,291,651			1,140,106
Provision for income taxes		-			-			-			-			-			-
Net income (loss)	$	6,119		$	1,291,651		$	1,297,770		$	(151,545	)	$	1,291,651		$	1,140,106
Basic income (loss) per share	$	0.00					$	0.03		$	(0.00	)				$	0.02
Diluted income (loss) per share	$	0.00					$	0.02		$	(0.00	)				$	0.02
Weighted average number of common shares outstanding - basic		51,805,930						51,805,930			50,458,416						51,805,930
Weighted average number of common shares outstanding - diluted		53,334,232						53,334,232			50,458,416						53,334,232

F-35

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated condensed consolidated balance sheet and consolidated statement of operations for the period ended November 30, 2017 are as follows:

	November 30, 2017			Restatement Adjustment			November 30, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	5,549,431		$	-		$	5,549,431
Accounts receivable, net of allowance		2,764,713			-			2,764,713
Prepaid expenses and other current assets		3,146,759			-			3,146,759
Inventory		3,850,678			-			3,850,678
Total current assets		15,311,581			-			15,311,581
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,586,489			-			3,586,489
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		924,872			-			924,872
Total assets	$	54,150,602		$	(1,258,265	)	$	52,892,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,889,378		$	-		$	1,889,378
Accrued expenses and other current liabilities		1,264,054			-			1,264,054
Contingent consideration payable		1,735,000			13,464,326			15,199,326
Notes payable - current portion		358,253			-			358,253
Line of credit - current portion		1,500,000			-			1,500,000
Total current liabilities		6,746,685			13,464,326			20,211,011
Long-term debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		26,820			-			26,820
Total liabilities		8,197,678			13,464,326			21,662,004
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 60,006,178 shares issued and outstanding		60,006			-			60,006
Additional paid-in capital		43,841,497			(11,852,400	)		31,989,097
Stock payables		2,564,050			-			2,564,050
Accumulated deficit		(512,629	)		(2,870,191	)		(3,382,820	)
Total stockholders' equity		45,952,924			(14,722,591	)		31,230,333
Total liabilities and stockholders’ equity	$	54,150,602		$	(1,258,265	)	$	52,892,337

F-36

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended November 30, 2017			Restatement Adjustment			Three Months Ended November 30, 2017
	(As Reported)						(As Restated)
Net Revenue	$	8,847,115		$	-		$	8,847,115
Cost of goods sold		6,162,120			-			6,162,120
Gross profit		2,684,995			-			2,684,995
Operating expenses:
Depreciation and amortization		201,814			-			201,814
Stock compensation expense		381,743			-			381,743
Selling, general and administrative		1,949,995			-			1,949,995
Change in contingent consideration payable		-			4,456,503			4,456,503
Total operating expenses		2,533,552			4,456,503			6,990,055
Income from operations		151,443			(4,456,503	)		(4,305,060	)
Other income (expenses):
Interest expense		(2,413	)		-			(2,413	)
Total other income (expenses)		(2,413	)		-			(2,413	)
Income (loss) before income taxes		149,030			(4,456,503	)		(4,307,473	)
Provision for income taxes		54,415			-			54,415
Net income (loss)	$	94,615		$	(4,456,503	)	$	(4,361,888	)
Basic income (loss) per share	$	0.00					$	(0.07	)
Diluted income (loss) per share	$	0.00					$	(0.07	)
Weighted average number of common shares outstanding - basic		59,194,323						59,194,323
Weighted average number of common shares outstanding - diluted		65,908,368						59,194,323

F-37

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated condensed consolidated balance sheet and consolidated statements of operations for the periods ended February 28, 2018 are as follows:

	February 28, 2018			Restatement Adjustment			February 28, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	7,059,922		$	-		$	7,059,922
Accounts receivable, net of allowance		3,896,196			-			3,896,196
Prepaid expenses and other current assets		4,204,253			-			4,204,253
Inventory		7,259,369			-			7,259,369
Total current assets		22,419,740			-			22,419,740
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,363,536			-			3,363,536
Deposits		191,423			-			191,423
Deferred tax asset		30,081			-			30,081
Property and equipment, net		1,077,160			-			1,077,160
Total assets	$	61,329,284		$	(1,258,265	)	$	60,071,019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,161,169		$	-		$	3,161,169
Accrued expenses and other current liabilities		1,184,240			-			1,184,240
Contingent consideration payable		1,650,000			20,149,080			21,799,080
Notes payable - current portion		354,613			-			354,613
Line of credit - current portion		742,504			-			742,504
Total current liabilities		7,092,526			20,149,080			27,241,606
Long-term debt
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		27,447			-			27,447
Total liabilities		8,271,509			20,149,080			28,420,589
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 63,624,114 shares issued and outstanding		63,624			-			63,624
Additional paid-in capital		54,397,094			(11,852,400	)		42,544,694
Stock payables		30,000			-			30,000
Accumulated deficit		(1,432,943	)		(9,554,945	)		(10,987,888	)
Total stockholders' equity		53,057,775			(21,407,345	)		31,650,430
Total liabilities and stockholders’ equity	$	61,329,284		$	(1,258,265	)	$	60,071,019

F-38

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended February 28, 2018			Restatement Adjustment			Three Months Ended February 28, 2018			Six Months Ended February 28, 2018			Restatement Adjustment			Six Months Ended February 28, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	10,361,376		$	-		$	10,361,376		$	19,208,491		$	-		$	19,208,491
Cost of goods sold		7,450,732			-			7,450,732			13,612,854			-			13,612,854
Gross profit		2,910,644			-			2,910,644			5,595,637			-			5,595,637
Operating expenses
Depreciation and amortization		205,757			-			205,757			407,572			-			407,572
Stock compensation expense		1,026,928			-			1,026,928			1,408,671			-			1,408,671
Selling, general and administrative		2,557,929			-			2,557,929			4,507,921			-			4,507,921
Change in fair value of contingent consideration payable		-			6,684,754			6,684,754			-			11,141,257			11,141,257
Total operating expenses		3,790,614			6,684,754			10,475,368			6,324,164			11,141,257			17,465,421
Loss from operations		(879,970	)		(6,684,754	)		(7,564,724	)		(728,527	)		(11,141,257	)		(11,869,784	)
Other income (expenses)
Interest expense		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Total other income (expenses)		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Loss before income taxes		(908,551	)		(6,684,754	)		(7,593,305	)		(759,521	)		(11,141,257	)		(11,900,778	)
Provision for income taxes		11,763			-			11,763			66,178			-			66,178
Net Loss	$	(920,314	)	$	(6,684,754	)	$	(7,605,068	)	$	(825,699	)	$	(11,141,257	)	$	(11,966,956	)
Basic loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Diluted loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Weighted average number of common shares outstanding - basic		62,155,608						62,155,608			60,614,074						60,614,074
Weighted average number of common shares outstanding - diluted		62,155,608						62,155,608			60,614,074						60,614,074

F-39

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restated condensed consolidated balance sheet and consolidated statements of operations for the periods ended May 31, 2018 are as follows:

	May 31, 2018			Restatement Adjustment			May 31, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	3,574,430		$	-		$	3,574,430
Accounts receivable, net of allowance		6,285,310			-			6,285,310
Prepaid expenses and other current assets		6,736,528			-			6,736,528
Inventory		10,059,200			-			10,059,200
Total current assets		26,655,468			-			26,655,468
Goodwill		51,281,279			(1,258,265	)		50,023,014
Intangible assets, net		3,175,583			-			3,175,583
Deposits		621,723			-			621,723
Deferred tax asset		30,081			-			30,081
Property and equipment, net		2,778,796			-			2,778,796
Total assets	$	84,542,930		$	(1,258,265	)	$	83,284,665
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,675,579		$	-		$	3,675,579
Accrued expenses and other current liabilities		2,494,794			500,000			2,994,794
Contingent consideration payable		2,150,000			7,628,000			9,778,000
Notes payable - current portion		145,413			-			145,413
Line of credit - current portion		2,433,907			-			2,433,907
Total current liabilities		10,899,693			8,128,000			19,027,693
Long-term liabilities:
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		185,772			-			185,772
Total long-term liabilities		1,337,308			-			1,337,308
Total liabilities		12,237,001			8,128,000			20,365,001
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 66,389,529 shares issued and outstanding		66,389			-			66,389
Additional paid-in capital		75,838,222			7,209,909			83,048,131
Accumulated deficit		(3,598,682	)		(16,596,174	)		(20,194,856	)
Total stockholders' equity		72,305,929			(9,386,265	)		62,919,664
Total liabilities and stockholders’ equity	$	84,542,930		$	(1,258,265	)	$	83,284,665

F-40

KUSHCO HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months  Ended May 31, 2018			Restatement Adjustment			Three Months Ended May 31, 2018			Nine Months Ended May 31, 2018			Restatement Adjustment			Nine Months Ended May 31, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	12,904,609		$	-		$	12,904,609		$	32,113,100		$	-		$	32,113,100
Cost of goods sold		9,246,879			-			9,246,879			22,859,731			-			22,859,731
Gross profit		3,657,730			-			3,657,730			9,253,369			-			9,253,369
Operating expenses
Depreciation and amortization		258,837			-			258,837			666,409			-			666,409
Stock compensation expense		495,897			-			495,897			1,904,568			-			1,904,568
Selling, general and administrative		4,987,374			-			4,987,374			9,495,295			-			9,495,295
Change in fair value of contingent consideration payable		-			7,041,229			7,041,229			-			18,182,485			18,182,485
Total operating expenses		5,742,108			7,041,229			12,783,337			12,066,272			18,182,485			30,248,757
Loss from operations		(2,084,378	)		(7,041,229	)		(9,125,607	)		(2,812,903	)		(18,182,485	)		(20,995,388	)
Other income (expenses)
Interest expense		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Total other income (expenses)		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Loss before income taxes		(2,165,740	)		(7,041,229	)		(9,206,969	)		(2,925,260	)		(18,182,485	)		(21,107,745	)
Provision for income taxes		-			-			-			66,178			-			66,178
Net loss	$	(2,165,740	)	$	(7,041,229	)	$	(9,206,969	)	$	(2,991,438	)	$	(18,182,485	)	$	(21,173,923	)
Basic loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Diluted loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107

The effects of the adjustments did not impact operating activities, investing activities or financing activities reported in the statement of cash flows for the periods presented below.

NOTE 19 – SUBSEQUENT EVENTS

On September 21, 2018, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Smoke Cartel, Inc. (“SMKC”), pursuant to which SMKC acquired certain assets from the Company relating to the Company’s Roll-Uh-Bowl silicone water pipe product line, including certain intellectual property assets and inventory. The consideration payable to the Company upon the closing under the Purchase Agreement consisted of an aggregate of 1,410,415 shares of SMKC common stock.

On November 9, 2018, the Company and KIM entered into a second amendment to the Loan Agreement with Gerber. Pursuant to this amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $8.0 million. Additionally, subject to certain exceptions, the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable.

F-41

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 11, 2019

By:	/s/ Nicholas Kovacevich
Nicholas Kovacevich
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Nicholas Kovacevich
Nicholas Kovacevich	Chairman and Chief Executive Officer	April 11, 2019
	(principal executive officer)
/s/ Christopher Tedford
Christopher Tedford	Chief Financial Officer	April 11, 2019
	(principal financial and accounting officer)
/s/ Eric Baum	Director
Eric Baum		April 11, 2019
/s/ Barbara Goodstein	Director
Barbara Goodstein		April 11, 2019
/s/ Dallas Imbimbo	Director
Dallas Imbimbo		April 11, 2019
/s/ Donald Hunter	Director
Donald Hunter		April 11, 2019

EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

Exhibit Number	Description of Exhibit
2.1(1)	Stock Purchase Agreement dated as of March 4, 2014, by and among Dallas Imbimbo, Nicholas Kovacevich, Jeffrey Meng, John Kovacevich and KushCo Holdings, Inc.
2.2†(2)	Merger Agreement dated as of May 1, 2017 by and among KushCo Holdings, Inc., KBCMP, Inc., Lancer West Enterprises, Inc., Walnut Ventures, Jason Manasse, and Theodore Nicols
2.3†(7)	Agreement and Plan of Merger, dated April 10, 2018, by and among KushCo Holdings, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver.
2.4(9)	Amendment to Agreement and Plan of Merger, dated May 2, 2018, by and among KushCo Holdings, Inc., KCH Energy, LLC, Summit Innovations, LLC and Mark Driver.
3.1(12)	Amended and Restated Articles of Incorporation of KushCo Holdings, Inc. filed with the Secretary of State of Nevada on August 29, 2018
3.2(1)	Bylaws of KushCo Holdings, Inc.
4.1(10)	Form of Warrant dated June 12, 2018.
10.1(1)	Sublease Agreement dated as of August 1, 2012, by and between 3 Kings Ventures and KushCo Holdings, Inc.
10.2(1)	Equity Purchase Agreement dated as of April 10, 2015 by and between KushCo Holdings, Inc. and members of Dank Bottles, LLC
10.3#(3)	Offer Letter dated as of July 3, 2017 by and between KushCo Holdings, Inc. and Jim McCormick
10.4(4)	Loan and Security Agreement by and among Gerber Finance Inc., KushCo Holdings, Inc., Kim International Corporation, Dank Bottles, LLC, KBCMP, Inc. and CMP Wellness, LLC, effective as of November 6, 2017
10.5#(5)	Separation Agreement dated as of January 12, 2018 by and between KushCo Holdings, Inc. and Ben Wu
10.6(5)	Consulting Agreement dated as of January 19, 2018 by and between KushCo Holdings, Inc. and Ben Wu
10.7(8)	First Amendment to Loan and Security Agreement dated as of March 8, 2018 by and among Gerber Finance Inc., KushCo Holdings, Inc. and Kim International Corporation.
10.8(10)	Form of Securities Purchase Agreement dated June 7, 2018.
10.9(10)	Placement Agency Agreement dated June 7, 2018, by and between KushCo Holdings, Inc. and A.G.P./Alliance Global Partners.
10.10#(11)	KushCo Holdings, Inc. 2016 Stock Incentive Plan, as amended
10.11(13)	Asset Purchase Agreement, dated September 21, 2018, by and among KushCo Holdings, Inc. and Smoke Cartel, Inc.
10.12(14)	Second Amendment to Loan and Security Agreement dated as of November 9, 2018 by and among Gerber Finance Inc., KushCo Holdings, Inc. and Kim International Corporation.
10.13(16)	Lease dated February 9, 2017 by and between KIM International Corporation and ZUREIT Holdings, Ltd.
10.14(16)	Lease dated April 12, 2018 by and between KIM International Corporation and ZUREIT Holdings, Ltd.
10.15#(16)	Amended and Restated Offer Letter by and between KushCo Holdings, Inc. and Jason Vegotsky
10.16#(15)	Offer Letter by and between KushCo Holdings, Inc. and Christopher Tedford
14.1(6)	KushCo Holdings, Inc. Code of Business Conduct and Ethics
18.1(16)	Preferability Letter of RBSM LLP, dated November 28, 2018
21.1*	Subsidiaries of the Registrant
23.1*	Consent of Independent Registered Public Accounting Firm
31.1*	Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

1. Previously filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form 10 (filed May 29, 2015) and incorporated by reference thereto.

2. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed May 4, 2017) and incorporated by reference thereto.

3. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed August 3, 2017) and incorporated by reference thereto.

4. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed November 21, 2017) and incorporated by reference thereto.

5. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed January 19, 2018) and incorporated by reference thereto.

6. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed March 13, 2018) and incorporated by reference thereto.

7. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed April 10, 2018) and incorporated by reference thereto.

8. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (filed April 13, 2018) and incorporated by reference thereto.

9. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed May 3, 2018) and incorporated by reference thereto.

10. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed June 8, 2018) and incorporated by reference thereto.

11. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (filed July 13, 2018) and incorporated by reference thereto.

12. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed September 4, 2018) and incorporated by reference thereto.

13. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed September 26, 2018) and incorporated by reference thereto.

14. Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed November 14, 2018) and incorporated by reference thereto.

15.	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed November 21, 2018) and incorporated by reference thereto.
16.	Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (filed November 29, 2018) and incorporated by reference thereto.

*       Filed herewith.

**    This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

#       Management contract or compensatory plan or arrangement.

†      The schedules and exhibits to this agreement have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC supplementally upon request.

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Entity Name	State/Territory of Organization
KIM International Corporation	California
KBCMP, Inc.	Delaware
CMP Wellness, LLC	California
Dank Bottles, LLC	Colorado
KCH Energy, LLC	Colorado
Zack Darling Creative Associates, LLC	California
The Hybrid Creative, LLC	California
KCH Distribution Inc.	British Columbia

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-221910) and the Registration Statements on Form S-8 (No. 333-209439 and 333-229023) of KushCo Holdings, Inc. of our report dated November 28, 2018, except for the effects of the restatement discussed in Note 2 to the consolidated financial statements, as to which the date is April 11, 2019 with respect to the consolidated balance sheets of KushCo Holdings, Inc., as of August 31, 2018 and 2017, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the fiscal years in the two-year period ended August 31, 2018 which appears in this Form 10-K.

/s/ RBSM LLP

RBSM LLP

Larkspur, CA

April 11, 2019

EX-31.1

Exhibit 31.1

Certification

I, Nicholas Kovacevich, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of KushCo Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2019

/s/ Nicholas Kovacevich

Nicholas Kovacevich

Chairman and Chief Executive Officer

(principal executive officer)

EX-31.2

Exhibit 31.2

Certification

I, Christopher Tedford, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of KushCo Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2019

/s/ Christopher Tedford

Christopher Tedford

Chief Financial Officer

(principal accounting and financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of KushCo Holdings, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Annual Report on Form 10-K/A for the fiscal year ended August 31, 2018 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: April 11, 2019

/s/ Nicholas Kovacevich

Nicholas Kovacevich

Chairman and Chief Executive Officer

(principal executive officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of KushCo Holdings, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Annual Report on Form 10-K/A for the fiscal year ended August 31, 2018 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: April 11, 2019

/s/ Christopher Tedford

Christopher Tedford

Chief Financial Officer

(principal financial and accounting officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Aug. 31, 2018	Apr. 08, 2019	Feb. 28, 2018
Document and Entity Information:
Entity Registrant Name	KushCo Holdings, Inc.
Entity Central Index Key	0001604627
Trading Symbol	kshb
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--08-31
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		88,017,716
Entity Public Float			$ 171,580,579
Document Type	10-K/A
Document Period End Date	Aug. 31, 2018
Amendment Flag	true
Amendment Description	This Amendment No. 1 (this "Amendment") to Form 10-K for the fiscal year ended August 31, 2018, amends KushCo Holdings, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended August 31, 2018, which was originally filed with the Securities and Exchange Commission on November 29, 2018 (the "Original Filing"). In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the fiscal quarter ended February 28, 2019, the Company identified inadvertent errors in the accounting for certain shared-settled contingent consideration obligations relating to the Company’s acquisition of CMP Wellness in May 2017, Summit Innovations in May 2018, and the Hybrid Creative in July 2018. In connection with those acquisitions, contingent equity consideration relating to certain earn-out arrangements were accounted for as equity. Upon further evaluation, the Company determined that the share-settled contingent consideration should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations. This amendment is being filed solely to (i) restate the financial statements for the accounting error described above and as further described in Notes 1, 2, 3, 4, 5, 9, 14 and 18 to the financial statements (and make corresponding changes to Risk Factors and the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in this Amendment) and (ii) amend Item 9A (Controls and Procedures). Generally, no changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This amendment speaks as of the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false

XML

Consolidated Balance Sheets - USD ($)		Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]
Current assets:
Cash		$ 13,466,807	[1]	$ 3,574,430	$ 7,059,922	$ 5,549,431	$ 916,984
Accounts receivable, net of allowance		8,600,959	[1]	6,285,310	3,896,196	2,764,713	1,695,303
Prepaid expenses and other current assets		13,623,285	[1]	6,736,528	4,204,253	3,146,759	1,625,689
Inventory		11,813,755	[1]	10,059,200	7,259,369	3,850,678	3,754,171
Total current assets		47,504,806	[1]	26,655,468	22,419,740	15,311,581	7,992,147
Goodwill		52,267,352	[1]	50,023,014	32,989,079	32,984,079	32,989,079
Intangible assets, net		4,487,415	[1]	3,175,583	3,363,536	3,586,489	3,730,287
Deposits		250,296	[1]	621,723	191,423	50,235	50,235
Deferred tax asset				30,081	30,081	30,081	30,081
Property and equipment, net		4,135,090	[1]	2,778,796	1,077,160	924,872	931,763
Total Assets		108,644,960	[1]	83,284,665	60,071,019	52,892,337	45,723,592
Current liabilities:
Accounts payable		2,821,839	[1]	3,675,579	3,161,169	1,889,378	1,039,889
Accrued expenses and other current liabilities		3,008,385	[1]	2,994,794	1,184,240	1,264,054	993,186
Contingent consideration payable		5,488,410	[1]	9,778,000	21,799,080	15,199,326	10,827,824
Notes payable - current portion		61,685	[1]	145,413	354,613	358,253	689,450
Line of credit - current portion		918,124	[1]	2,433,907	742,504	1,500,000
Total current liabilities		12,298,443	[1]	19,027,693	27,241,606	20,211,011	13,550,349
Long-term liabilities:
Deferred tax liability				1,151,536	1,151,536	1,424,173	1,424,173
Notes payable		172,021	[1]	185,772	27,447	26,820	34,513
Warrant liability	[1]	14,430,000
Deferred rent	[1]	106,032
Total long-term liabilities		14,708,053	[1]	1,337,308			1,458,686
Total liabilities		27,006,496	[1]	20,365,001	28,420,589	21,662,004	15,009,035
Commitments and contingencies (Note 17)			[1]
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding			[1]
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,273,124 and 58,607,066 shares issued and outstanding, respectively		78,273	[1]	66,389	63,624	60,006	58,607
Additional paid-in capital		104,917,891	[1]	83,048,131	42,544,694	31,989,097	29,676,883
Accumulated deficit		(23,357,699)	[1]	(20,194,856)	(10,987,888)	(3,382,820)	979,067
Total stockholders' equity		81,638,465	[1]	62,919,664	31,650,430	31,230,333	30,714,557
Total liabilities and stockholders' equity		$ 108,644,960	[1]	$ 83,284,665	$ 60,071,019	$ 52,892,337	$ 45,723,592

[1] As Restated

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Aug. 31, 2018	[1]	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]	May 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares authorized	100,000,000		10,000,000	10,000,000	10,000,000	100,000,000		10,000,000
Preferred stock, shares issued	0		0	0	0	0		0
Preferred stock, shares outstanding	0		0	0	0	0		0
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Common stock, shares authorized	265,000,000		265,000,000	265,000,000	265,000,000	265,000,000		265,000,000
Common stock, shares issued	78,273,124		66,389,529	63,624,114	60,006,178	58,607,066		58,280,739
Common stock, shares outstanding	78,273,124		66,389,529	63,624,114	60,006,178	58,607,066		58,280,739

[1] As Restated

XML

Consolidated Statements of Operations - USD ($)		3 Months Ended								6 Months Ended	9 Months Ended		12 Months Ended
		Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Feb. 28, 2017	Nov. 30, 2016	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Income Statement [Abstract]
Net revenue			$ 12,904,609	$ 10,361,376	$ 8,847,115		$ 4,719,477			$ 19,208,491	$ 32,113,100	$ 10,161,813	$ 52,074,839	[1]	$ 18,799,169	[1]
Cost of goods sold			9,246,879	7,450,732	6,162,120		3,156,290			13,612,854	22,859,731	6,706,272	38,740,685	[1]	11,639,161	[1]
Gross profit			3,657,730	2,910,644	2,684,995		1,563,187			5,595,637	9,253,369	3,455,541	13,334,154	[1]	7,160,008	[1]
Operating expenses:
Depreciation and amortization			258,837	205,757	201,814		28,816			407,572	666,409	48,294	1,017,164	[1]	300,841	[1]
Selling, general and administrative			4,987,374	2,557,929	1,949,995		1,266,215			4,507,921	9,495,295	3,008,134	24,700,610	[1]	6,478,808	[1]
Change in fair value of contingent consideration payable	[1]												14,137,895		(1,586,311)
Total operating expenses			12,783,337	10,475,368	6,990,055		262,797			17,465,421	30,248,757	2,287,003	39,855,669	[1]	5,193,338	[1]
Income (loss) from operations		$ 12,897,317	(9,125,607)	(7,564,724)	(4,305,060)	$ 2,844,176	1,300,390	$ 1,192,516	$ 1,047,801	(11,869,784)	(20,995,388)	1,168,538	(26,521,515)	[1]	1,966,670	[1]
Other income (expense):
Change in fair value of warrant liability	[1]												920,000
Other expense												(23,944)	(21,920)	[1]	(85,166)	[1]
Interest expense			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(4,488)	(276,360)	[1]	(6,647)	[1]
Total other income (expense)			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(28,432)	621,720	[1]	(91,813)	[1]
Income (loss) before income taxes			(9,206,969)	(7,593,305)	(4,307,473)		1,297,770			(11,900,778)	(21,107,745)	1,140,106	(25,899,795)	[1]	1,874,857	[1]
Income tax expense (benefit)				11,763	54,415		0			66,178	66,178		(1,563,029)	[1]	219,082	[1]
Net income (loss)			$ (9,206,969)	$ (7,605,068)	$ (4,361,888)		$ 1,297,770			$ (11,966,956)	$ (21,173,923)	$ 1,140,106	$ (24,336,766)	[1]	$ 1,655,775	[1]
Net income (loss) per share:
Basic net income (loss) per common share outstanding			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.03			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Diluted net income (loss) per common share outstanding			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.02			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Weighted Average Number of Outstanding Shares - Basic			64,680,419	62,155,608	59,194,323		51,805,930			60,614,074	61,995,107	51,805,930	65,335,954	[1]	52,430,070	[1]
Weighted Average Number of Outstanding Shares - Diluted			64,680,419	62,155,608	59,194,323		53,334,232			60,614,074	61,995,107	53,334,232	65,335,954	[1]	58,429,683	[1]

[1] As Restated

XML

Consolidated Statements of Stockholders' Equity - USD ($)		Common Stock	Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total
Balance at Aug. 31, 2016		$ 48,300	$ 5,278,284	[1]	$ (676,708)	[1]	$ 4,649,876	[1]
Balance (in shares) at Aug. 31, 2016		48,300,162
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							522,226
Net (loss) income							1,140,106
Balance at May. 31, 2017							29,968,225
Balance at Aug. 31, 2016		$ 48,300	5,278,284	[1]	(676,708)	[1]	4,649,876	[1]
Balance (in shares) at Aug. 31, 2016		48,300,162
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock sold to investors		$ 1,776	3,023,121	[1]			3,024,897	[1]
Stock sold to investors (in shares)		1,776,250
Stock option exercises		$ 226	218,774	[1]			219,000	[1]
Stock option exercises (in shares)		225,557
Stock-based compensation	[1]		527,572				527,572
Stock issued for services		$ 305	671,132	[1]			671,437	[1]
Stock issued for services (in shares)		305,097
Stock issued to CMP Wellness		$ 7,800	19,492,200	[1]			19,500,000	[1]
Stock issued to CMP Wellness (in shares)		7,800,000
Stock issued to RUB		$ 200	465,800	[1]			466,000	[1]
Stock issued to RUB (in shares)		200,000
Net (loss) income	[1]				1,655,775		1,655,775
Balance at Aug. 31, 2017		$ 58,607	29,676,883	[1]	979,067	[1]	30,714,557	[1]
Balance (in shares) at Aug. 31, 2017		58,607,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							381,743
Net (loss) income							(4,361,888)
Balance at Nov. 30, 2017							31,230,333
Balance at Aug. 31, 2017		$ 58,607	29,676,883	[1]	979,067	[1]	30,714,557	[1]
Balance (in shares) at Aug. 31, 2017		58,607,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							1,408,671
Net (loss) income							(11,966,956)
Balance at Feb. 28, 2018							31,650,430
Balance at Aug. 31, 2017		$ 58,607	29,676,883	[1]	979,067	[1]	30,714,557	[1]
Balance (in shares) at Aug. 31, 2017		58,607,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							1,904,568
Net (loss) income							(21,173,923)
Balance at May. 31, 2018							62,919,664
Balance at Aug. 31, 2017		$ 58,607	29,676,883	[1]	979,067	[1]	30,714,557	[1]
Balance (in shares) at Aug. 31, 2017		58,607,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock sold to investors		$ 13,406	35,285,628	[1]			35,299,034	[1]
Stock sold to investors (in shares)		13,406,303
Stock option exercises		$ 1,181	611,166	[1]			612,347	[1]
Stock option exercises (in shares)		1,181,072
Stock-based compensation		$ 500	4,858,405	[1]			4,858,905	[1]
Stock-based compensation (in shares)		499,724
Stock issued for services (in shares)		499,724
Stock issued to Summit		$ 640	6,393,039	[1]			6,393,679	[1]
Stock issued to Summit (in shares)		639,999
Stock issued to ZDCA		$ 198	1,879,002	[1]			1,879,200	[1]
Stock issued to ZDCA (in shares)		198,000
Stock issued to CMP Wellness		$ 3,741	26,213,768	[1]			26,217,509	[1]
Stock issued to CMP Wellness (in shares)		3,740,960
Net (loss) income	[1]				(24,336,766)		(24,336,766)
Balance at Aug. 31, 2018		$ 78,273	$ 104,917,891	[1]	$ (23,357,699)	[1]	81,638,465	[1]
Balance (in shares) at Aug. 31, 2018		78,273,124
Balance at Nov. 30, 2017							31,230,333
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							1,026,928
Net (loss) income							(7,605,068)
Balance at Feb. 28, 2018							31,650,430
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation							495,897
Net (loss) income							(9,206,969)
Balance at May. 31, 2018							$ 62,919,664

[1] As Restated

XML

Consolidated Statements of Cash Flows - USD ($)		12 Months Ended
		Aug. 31, 2018		Aug. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	[1]	$ (24,336,766)		$ 1,655,775
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	[1]	1,017,164		300,841
Depreciation cost of goods sold	[1]	206,278		135,295
Stock compensation expense	[1]	3,585,533		943,125
Change in fair value of warrant liability	[1]	(920,000)
Change in fair value of contingent consideration payable	[1]	14,137,895		(1,586,311)
Offering costs allocated to warrant liability	[1]	1,229,961
Provision for deferred taxes	[1]	(1,617,030)		39,722
Changes in operating assets and liabilities:
Accounts receivable	[1]	(6,654,277)		(759,946)
Prepaids	[1]	(10,636,842)		(566,474)
Inventory	[1]	(7,822,584)		(1,929,027)
Accounts payable	[1]	614,939		565,861
Accrued expenses and other current liabilities	[1]	1,109,491		449,924
Deferred rent	[1]	106,032
Deferred tax asset	[1]	30,081
Net cash used in operating activities	[1]	(29,950,125)		(751,215)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of RUB assets	[1]	(49,321)		(150,000)
Security deposits	[1]	(195,361)		(31,754)
Purchase of property and equipment	[1]	(2,840,996)		(833,568)
Disposals of property and equipment	[1]	61,720
Acquistion of Summit, net of cash received	[1]	(905,231)
Acquisition of CMP Wellness	[1]			(1,500,000)
Acquisition of Hybrid, net of cash received	[1]	(847,187)
Net cash used in investing activities	[1]	(4,776,376)		(2,515,322)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Summit loans	[1]	(986,816)
Repayment of Hyrbid loans	[1]	(234,616)
Repayment of notes payable	[1]	(666,788)		(27,164)
Proceeds from notes payable	[1]			24,785
Proceeds from line of credit	[1]	918,124
Proceeds from stock option exercises	[1]	612,347		219,000
Proceeds from sale of stock and warrants, net of offerings costs 49,419,073	[1]	49,419,073		3,024,897
Payments for contingent consideration	[1]	(1,785,000)		(85,000)
Net cash provided by financing activities	[1]	47,276,324		3,156,518
NET INCREASE (DECREASE) IN CASH	[1]	12,549,823		(110,019)
CASH AT BEGINNING OF YEAR		916,984	[1]	1,027,003
CASH AT END OF YEAR	[1]	13,466,807		916,984
CASH PAID FOR:
Interest	[1]	73,706		6,647
Income taxes	[1]	330,000
NON-CASH INVESTING AND FINANCING ACTIVITIES
Car loans payable	[1]	176,531
Services prepaid for in common stock	[1]	1,273,372		255,884
Fair value of shares issued related to acquisition of business	[1]	8,272,879		19,500,000
Fair value of contingent equity consideration	[1]	$ 4,113,907		11,852,400
Fair value of shares issued related to acquisition of web domain	[1]			466,000
Notes payable issued as consideration of acquisition of buiness	[1]			$ 666,788

[1] As Restated

XML

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

KushCo Holdings, Inc. (“the Company”) was incorporated in the state of Nevada on February 26, 2014.  The Company specializes in the wholesale distribution of packaging supplies for the cannabis industry. The Company’s wholly owned subsidiary Kim International Corporation (KIM), a California corporation, was originally incorporated as Hy Gro Economics Corporation ("Hy Gro") on December 2, 2010. On October 30, 2012, Hy Gro amended its articles of incorporation to reflect a name change to KIM International Corporation (KIM). On March 4, 2014, the shareholders of KIM exchanged all 10,000 of their common shares for 32,400,000 common shares of KushCo Holdings, Inc. The operations of KIM became the operations of Kush after the share exchange and accordingly the transaction is accounted for as a recapitalization of KIM whereby the historical financial statements of KIM are presented as the historical financial statements of the combined entity. KIM was the acquiring entity in accordance with ASC 805, Business Combinations. The accumulated losses of KIM were carried forward after the completion of the share exchange. Operations prior to the share exchange were those of KIM.

Acquisition of CMP Wellness, LLC

On May 1, 2017, the Company entered into a merger agreement with Lancer West Enterprises, Inc. a California corporation, Walnut Ventures, a California corporation, Jason Manasse, an individual, and Theodore Nicols, an individual, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC, a California limited liability company, which prior to the merger, was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. CMP Wellness, LLC is a distributor of vaporizers, cartridges and accessories. See Note 3 for a further description of the CMP Wellness acquisition.

On July 16, 2018, the Company issued an aggregate of 3,740,960 Earnout Shares to CMP Wellness in accordance with the terms of the Merger Agreement.

Acquisition of Summit Innovations, LLC

On May 2, 2018, the Company completed its acquisition of Summit Innovations, LLC (“Summit”), a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), Summit merged with and into KCH Energy, LLC (“KCH”), a wholly-owned subsidiary of the Company, with KCH as the surviving entity. See Note 4 for a further description of the Summit acquisition.

Registered Offering

On June 7, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors in a registered direct offering (the “Offering”). See Note 13 and 15 for a further description of the registered offering.

Acquisition of Hybrid Creative, LLC

On July 11, 2018, the Company completed its acquisition of Hybrid Creative, LLC (“Hybrid”), a specialist design agency. Pursuant to the terms of the Membership Interest Purchase Agreement (Agreement”) with the members of Zach Darling Creative Associates, LLC (“ZDCA”), parent of wholly-owned subsidiary, Hybrid, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA. See Note 5 for a further description of the Hybrid acquisition.

Consolidation of an Entity

On or near July 23, 2018, the Company invested $1.0 million in the form of a convertible promissory note in a third-party company. The convertible promissory note provides the Company with the option to convert the principal balance of the note, at any time prior to the Maturity Date, into equity of this entity, representing 100% of the equity interests. The Company consolidated this entity.

Amendments to Articles of Incorporation or Bylaws

On August 29, 2018, KushCo Holdings, Inc. (formerly known as Kush Bottles, Inc.) filed Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”) with the Secretary of State for the State of Nevada. The Amended and Restated Charter changed the Company’s name from Kush Bottles, Inc. to KushCo Holdings, Inc. The Amended and Restated Charter became effective on September 1, 2018 and was approved by the Company’s stockholders at the Company’s 2018 Annual Meeting of Stockholders on May 8, 2018.

On September 1, 2018, the Company moved its corporate headquarters from Santa Ana, California to Garden Grove, California. The address for the Company’s new corporate headquarters is 11958 Monarch Street, Garden Grove, California 92841.

Basis of Presentation

The accompanying consolidated financial statements and related notes include the activity of the Company and its wholly owned subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant inter-company transactions and balances have been eliminated in consolidation.

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 amount of revenues and expenses during the reporting period.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate.

The Company is subject to a number of risks similar to those of other companies of similar size and having a focus of serving the cannabis industry, including, the development stage of certain products, competition, limited number of suppliers, integration of acquisitions, substantial indebtedness, government regulations, protection of proprietary rights, and dependence on key individuals.

Voluntary Change in Accounting Principle

During the fourth quarter of fiscal 2018, the Company made a voluntary change in accounting principle to classify outbound shipping and handling costs associated with the distribution of finished product to its customers as selling, general and administrative (previously recorded in cost of goods sold). The Company made the voluntary change in principle because it believes the classification of shipping and handling costs within selling, general and administrative better reflects the selling effort and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change has been reflected in the consolidated statements of operations through retrospective application as follows:

	For the Year Ended August 31, 2018
	First Fiscal Quarter							Second Fiscal Quarter								Third Fiscal Quarter							Fourth Fiscal Quarter						Full Fiscal Year Ended August 31, 2018
	Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to  Change		Effect of Change (Restated)			Adjusted			Prior to  Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to  Change (Restated)		Effect of Change		Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		6,162,120		(192,522	)		5,969,598		7,450,732		(328,340	)		7,122,392			9,246,879		(233,321	)		9,013,558		16,635,137		-		16,635,137		39,494,868		(754,184	)		38,740,685
Gross profit		2,684,995		192,522			2,877,517		2,910,644		328,340			3,238,984			3,657,730		233,321			3,891,051		3,326,602		-		3,326,602		12,579,971		754,184			13,334,154
Total operating expenses		6,990,055		192,522			7,182,577		10,475,368		328,340			(10,803,708	)		12,783,337		233,321			13,016,658		9,606,909		-		9,606,909		39,855,669		754,184			40,609,853

	For the Year Ended August 31, 2017
	First Fiscal Quarter							Second Fiscal Quarter							Third Fiscal Quarter							Fourth Fiscal Quarter							Full Fiscal Year Ended August 31, 2017
	Prior to Change		Effect of  Change			Adjusted		Prior to  Change		Effect of  Change			Adjusted		Prior to  Change (Restated)		Effect of  Change			Adjusted (Restated)		Prior to  Change (Restated)		Effect of  Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of  Change			Adjusted (Restated)
Cost of goods sold		1,637,652		(76,177	)		1,561,475		1,913,270		(139,908	)		1,773,362		3,156,290		(140,708	)		3,015,582		5,476,871		(188,129	)		5,288,742		12,184,083		(544,922	)		11,639,161
Gross profit		834,643		76,177			910,820		1,057,062		139,908			1,196,970		1,563,187		140,708			1,703,895		3,160,194		188,129			3,348,323		6,615,086		544,922			7,160,008
Total operating expenses		971,624		76,177			1,047,801		1,052,608		139,908			1,192,516		262,797		140,708			403,505		2,906,309		188,129			3,094,438		5,193,338		544,922			5,738,260

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation.

Segments

The Company operates in one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in the cannabis industry. While the Company has offerings in multiple geographic locations for its products for the cannabis industry, including as a result of the Company's acquisitions, the Company’s business operates in one operating segment because the majority of the Company's offerings operate similarly, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. The Company deploys its cash and cash equivalents with financial institutions with highly rated credit and monitors the amount on deposit at the financial institution. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits. As of August 31, 2018, and 2017, there were no cash equivalents outstanding.

Accounts Receivable

Trade accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest.  Trade accounts receivables are periodically evaluated for collectability based on past credit history and their current financial condition. The Company’s allowance for doubtful accounts was $999,752 and $25,000 as of August 31, 2018 and 2017, respectively.

Inventory

Inventories are stated at the lower of cost or net realizable value using the first-in first out (FIFO) method. The Company’s inventory consists of finished goods of $11,813,755 and $3,754,171 as of August 31, 2018 and 2017, respectively. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. The Company’s prepaid inventory was $11,019,374 and $780,345 and was included in prepaid expenses and other current assets as of August 31, 2018 and 2017, respectively.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of estimated useful life of the asset or the lease term, after the asset is placed in service. The estimated useful lives of the property and equipment are generally as follows: computer software acquired for internal use, three to seven years; computer equipment, two to three years; leasehold improvements, three to life of lease; and furniture and equipment, one to 7 years. Gains and losses from the retirement or disposition of property and equipment are included in operations in the period incurred.  Maintenance and repairs are expensed as incurred.

Fair Value of Financial Instruments

The fair value of certain of our financial instruments, including cash, receivables, other current assets, accounts payable, accrued compensation and employee benefits, other accrued liabilities and notes payable, approximate their carrying amounts because of the short-term maturity of these instruments.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Monte Carlo simulation, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period.

Concentration of Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Collateral is not required for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable. This allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. Receivables are written-off and charged against its recorded allowance when the Company has exhausted collection efforts without success. The Company’s losses related to collection of trade receivables have consistently been within management’s expectations. Due to these factors, no additional credit risk beyond amounts provided for collection losses, which the Company reevaluates on a monthly basis based on specific review of receivable agings and the period that any receivables are beyond the standard payment terms, is believed by management to be probable in the Company’s accounts receivable.

Although, the Company is directly affected by the overall financial condition of the cannabis industry, management does not believe significant credit risk exists as of August 31, 2018. The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance.

The Company purchases products from a small number of suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which would adversely affect results of operations; however, management believes that suitable replacement suppliers could be obtained in such an event.

Intangible Assets acquired through Business Combinations

Intangible assets, domain name, trademarks and non-compete agreements that are deemed to have a definite life are amortized over their estimated useful lives and intangible assets with an indefinite life are assessed for impairment at least annually. Quarterly, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Impairment Assessment

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. There was no impairment of intangible assets, long-lived assets or goodwill during years ended August 31, 2018 and 2017.

Valuation of Business Combinations and Acquisition of Intangible Assets

The Company records intangible assets acquired in business combinations and acquisitions of intangible assets under the acquisition method of accounting. The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”). Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The Company then allocates the purchase price in excess of the fair value of the net tangible assets acquired to identifiable intangible assets, including purchased intangibles based on detailed valuations that use information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.

The Company uses the income approach, the relief from royalty method (both a market and income method), and the with and without method to determine the fair values of its purchased intangible assets. The Company uses the probability-weighted expected return method (an income approach) to determine the appropriate amount of contingent consideration to include in the purchase price for an acquisition. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected industry trends and expected product introductions by competitors. In arriving at the value. The Company bases the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and cannabis industry investment risk factors. For the intangible assets acquired, the Company used risk-adjusted discount rates ranging from 19% to 26% to discount its projected cash flows. The Company believes that the estimated purchased intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the projects.

The Company also used the income approach (probably weighted cash flow), as described above, to determine the estimated fair value of certain identifiable intangibles assets including domain names and tradenames. Domain names represent established relationships with customers, which provides a ready channel for the sale of additional products and services. Tradenames represent acquired product names that the Company intends to continue to utilize. The Company used the with and without method to ascertain the fair value of the non-competition agreement.

The Company estimates and records the Acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates the fair value of contingent consideration and recognizes any changes in the fair value in its consolidated statement of operations. The Company estimates of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the company’s estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. A portion of the contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the Company’s stockholders’ equity.

The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of certain tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company records intangible assets at historical cost. The Company amortizes its intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization is recorded over the estimated useful lives ranging from four to six years. The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. If the carrying value of an asset exceeds its undiscounted cash flows, the Company will write-down the carrying value of the intangible asset to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Consistent with prior years, the Company conducted its annual impairment test of goodwill during the fourth quarter of fiscal 2018. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. The fair value of the reporting unit are estimated using market and discounted cash flow approaches. The estimate of fair value requires significant judgment. Any loss resulting from an impairment test would be reflected in operating income in the Company’s consolidated statements of income. The annual impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded.

Net Income (Loss) Per Share - Restated

The Company computes net income (loss) per common share under ASC Topic 260, Earnings per Share (“ASC 260”).  Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock.  Diluted net loss per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period.

Basic net income (loss) per common share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method. The effect of the contingent equity consideration relating to the acquisition of CMP is also factored into the calculation of dilutive securities.

The following table sets forth the calculation of basic and diluted net income (loss) per common share:

	August 31,			August 31,
	2018			2017
	(Restated)			(Restated)
Net income (loss)	$	(24,336,766	)	$	1,655,775
Weighted average common shares outstanding:
Basic		65,335,954			52,430,070
Net effect of dilutive options		-			1,258,653
Net effect of contingent equity consideration		-			4,740,960
Diluted		65,335,954			58,429,683
Net income (loss) per common share per share:
Basic	$	(0.37	)	$	0.03
Diluted	$	(0.37	)	$	0.03

Revenue Recognition

It is the Company’s policy that revenues from product sales is recognized in accordance with ASC Topic 605 "Revenue Recognition" (“ASC 605”).  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 fixed nature in selling prices of the products delivered and the collectability of those amounts.  The Company has not implemented any specific rebate programs. Provisions for discounts to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.  During the years ended August 31, 2018 and 2017, the Company had provisions for sales discounts of $465,717 and $131,368, respectively. The Company has not established a formal customer incentive program but considers and accommodates discounts to certain customers on a case by case basis, including by way of example, for volume shipping or for certain new customers with orders over a specific discretionary dollar threshold. The Company classifies the reimbursement by customers of shipping and handling costs as revenue and the associated cost as cost of revenue.

Consistent with ASC 605, the Company considers factors such as historical return of products, estimated remaining shelf life, price changes from competitors, and introductions of competing products in establishing a refund allowance. The Company recognizes revenues as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured.   The Company defers any revenue for which the product was not 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.

Warranty Costs

The Company has not had any historical warranty related expenditures from the sales of its products, which if incurred would result in the return of any defective products by customers.

Share-based Compensation

The Company accounts for its stock-based award in accordance with ASC Topic 718, Compensation (“ASC 718”), which requires fair value measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including restricted stock awards.  The Company estimates the fair value of stock using the stock price on the date of the approval of the award.  The fair value is then expensed over the requisite service periods of the awards, which is generally the vesting period and the related amount is recognized in the consolidated statements of operations.

Advertising

The Company conducts advertising for the promotion of its products and services. In accordance with ASC Topic 720 Other expenses (“ASC 720”), advertising costs are charged to operations when incurred. Advertising costs were $753,196 and $193,457 for the fiscal years ended August 31, 2018 and 2017, respectively.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as ASC Topic 740, Income Taxes, (“ASC 740”) which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 that prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). The first step evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that we will sustain the position on audit, including resolution of related appeals or litigation processes. The second step measures the tax benefit as the largest amount more than 50% likely of being realized upon ultimate settlement. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended August 31, 2018 and 2017, nor were any interest or penalties accrued as of August 31, 2018 and 2017. To the extent the Company may accrue interest and penalties, it elects to recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard 

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase the total assets and the total liabilities that the Company will report relative to such amounts prior to adoption.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as modified by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard on September 1, 2018, using the modified retrospective approach. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.

Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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RESTATEMENT

12 Months Ended

Aug. 31, 2018

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT

NOTE 2 - RESTATEMENT

In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the fiscal quarter ended February 28, 2019, the Company identified inadvertent errors in the accounting for certain shared-settled contingent consideration obligations relating to the Company’s acquisition of CMP Wellness in May 2017, Summit Innovations in May 2018, and Hybrid Creative in July 2018. In connection with those acquisitions, contingent equity consideration relating to certain earn-out arrangements were accounted for as equity. Upon further evaluation, the Company determined that the share-settled contingent consideration should have been accounted for as liabilities with fair value changes recorded in the Company’s consolidated statements of operations. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the fiscal years ended August 31, 2018 and 2017 (the "Restated Periods").

The categories of misstatements and their impact on previously reported consolidated financial statements for the 2018 and 2017 annual periods are described below:

Contingent consideration: The recognition, measurement and presentation and disclosure related to the share-settled contingent consideration arrangements associated with the acquisitions of CMP Wellness, LLC, Summit Innovations, LLC and Hybrid Creative, LLC.  

Goodwill: The measurement and presentation and disclosure related to the goodwill recognized associated with the acquisitions of CMP Wellness, LLC, Summit Innovations, LLC and Hybrid Creative, LLC.  

Income taxes: The recognition, measurement and presentation and disclosure related to the income tax effects of the restatement adjustments noted above.

In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate:

Note 1. Nature of Business and Significant Accounting Policies

Note  3. Acquisition of CMP Wellness, LLC

Note  4. Acquisition of Summit Innovations, LLC

Note  5. Acquisition of Hybrid Creative, LLC

Note  9. Intangible Assets and Goodwill

Note  14. Fair Value of Financial Instruments

Note 16. Income Taxes

Additionally, see Note 18 “Quarterly Financial Information (unaudited) (As Restated)” for the quarterly financial information (unaudited) which summarizes the effects of the restatement adjustments relating to the change in contingent consideration payable for the appropriate quarterly periods within fiscal year 2018 and 2017.

The financial statement misstatements reflected in previously issued consolidated financial statements did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented.

Comparison of restated financial statements to financial statements as previously reported

The following tables compare the Company’s previously issued Consolidated Balance Sheets and Consolidated Statements of Operations as of and for the years ended August 31, 2018 and 2017 to the corresponding restated consolidated financial statements for those respective years.

Restated consolidated balance sheets and consolidated statements of operations as of and for the years ended August 31, 2018 are as follows:

	August 31, 2018			Restatement Adjustment			August 31, 2018
		(As Reported)						(As Restated)
ASSETS
Current assets:
Cash	$	13,466,807		$	-		$	13,466,807
Accounts receivable, net of allowance		8,600,959			-			8,600,959
Prepaid expenses and other current assets		13,623,285			-			13,623,285
Inventory		11,813,755			-			11,813,755
Total current assets		47,504,806			-			47,504,806
Goodwill		49,564,325			2,703,028			52,267,353
Intangible assets, net		4,487,415			-			4,487,415
Deposits		250,296			-			250,296
Property and equipment, net		4,135,090			-			4,135,090
Total assets	$	105,941,932		$	2,703,028		$	108,644,960
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,821,839		$	-		$	2,821,839
Accrued expenses and other current liabilities		2,738,430			269,955			3,008,385
Contingent consideration payable		754,955			4,733,454			5,488,410
Notes payable - current portion		61,685			-			61,685
Line of credit - current portion		918,124			-			918,124
Total current liabilities		7,295,033			5,003,409			12,298,442
Long-term liabilities:
Notes payable		172,021			-			172,021
Warrant liability		14,430,000			-			14,430,000
Deferred rent		106,032			-			106,032
Total long-term liabilities		14,708,053			-			14,708,053
Total liabilities		22,003,086			5,003,409			27,006,495
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,273,124 shares issued and outstanding		78,273			-			78,273
Additional paid-in capital		94,666,689			10,251,202			104,917,891
Accumulated deficit		(10,806,116	)		(12,551,583	)		(23,357,699	)
Total stockholders’ equity		83,938,846			(2,300,381	)		81,638,465
Total liabilities and stockholders’ equity	$	105,941,932		$	2,703,028		$	108,644,960

	Year Ended August 31, 2018			Restatement Adjustment			Year Ended August 31, 2018
	(As Reported)						(As Restated)
Revenue	$	52,074,839		$	-		$	52,074,839
Cost of Goods Sold		38,740,685			-			38,740,685
Gross Profit		13,334,154			-			13,334,154
Operating Expenses:
Depreciation and amortization		1,017,164			-			1,017,164
Selling, general and administrative		24,700,610			-			24,700,610
Change in fair value of contingent consideration payable		-			14,137,894			14,137,895
Total Operating Expenses		25,717,774			14,137,894			39,855,669
Loss From Operations		(12,383,620	)		(14,137,894	)		(26,521,515	)
Other Income (Expenses)
Change in fair value of warrant liability		920,000			-			920,000
Other income (expense)		(21,920	)		-			(21,920	)
Interest expense		(276,361	)		-			(276,361	)
Total Other Income (Expenses)		621,719			-			621,719
Loss Before Income Taxes		(11,761,901	)		(14,137,894	)		(25,899,795	)
Provision for Income Taxes		(1,563,029	)		-			(1,563,029	)
Net Loss	$	(10,198,872	)	$	(14,137,894	)	$	(24,336,767	)
Basic Loss Per Share	$	(0.16	)				$	(0.37	)
Diluted Loss Per Share	$	(0.16	)				$	(0.37	)
Weighted Average Number of Common Shares Outstanding - Basic		65,335,954						65,335,954
Weighted Average Number of Common Shares Outstanding - Diluted		65,335,954						65,335,954

Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended August 31, 2017 are as follows:

	August 31, 2017			Restatement Adjustment			August 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current Assets
Cash	$	916,984		$	-		$	916,984
Accounts receivable, net of allowance		1,695,303			-			1,695,303
Prepaid expenses and other current assets		1,625,689			-			1,625,689
Inventory		3,754,171			-			3,754,171
Total Current Assets		7,992,147			-			7,992,147
Goodwill		34,247,344			(1,258,265	)		32,989,080
Intangible assets, net		3,730,287			-			3,730,287
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		931,763			-			931,763
Total Assets	$	46,981,857		$	(1,258,265	)	$	45,723,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	1,039,889		$	-		$	1,039,889
Accrued expenses and other current liabilities		993,186			-			993,186
Contingent consideration payable		1,820,000			9,007,824			10,827,824
Notes payable - current portion		689,450			-			689,450
Total Current Liabilities		4,542,525			9,007,824			13,550,349
Long-Term Debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		34,513			-			34,513
Total Long-Term Liabilities		1,458,686			-			1,458,686
Total Liabilities		6,001,211			9,007,824			15,009,035
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,607,066 shares issued and outstanding		58,607			-			58,607
Additional paid-in capital		41,529,283			(11,852,400	)		29,676,883
Retained earnings (Accumulated deficit)		(607,244	)		1,586,311			979,067
Total stockholders' equity		40,980,646			(10,266,089	)		30,714,557
Total Liabilities and Stockholders’ Equity	$	46,981,857		$	(1,258,265	)	$	45,723,592

	Year Ended August 31,  2017			Restatement Adjustment			Year Ended August 31, 2017
	(As Reported)						(As Restated)
Net Revenue	$	18,799,169		$	-		$	18,799,169
Cost of Goods Sold		11,639,161			-			11,639,161
Gross Profit		7,160,008			-			7,160,008
Operating Expenses:
Depreciation and amortization		300,841			-			300,841
Selling, general and administrative		6,478,808			-			6,478,808
Change in fair value of contingent consideration payable		-			(1,586,311	)		(1,586,311	)
Total Operating Expenses		6,779,649			(1,586,311	)		5,193,338
Income From Operations		380,359			1,586,311			1,966,670
Other Income (Expenses)
Other income (expense)		(85,166	)		-			(85,166	)
Interest expense		(6,647	)		-			(6,647	)
Total Other Income (Expenses)		(91,813	)		-			(91,813	)
Income Before Income Taxes		288,546			1,586,311			1,874,857
Provision For Income Taxes		219,082			-			219,082
Net Income	$	69,464		$	1,586,311		$	1,655,775
Basic Income Per Share	$	0.00					$	0.03
Diluted Income Per Share	$	0.00					$	0.03
Weighted Average Number of Common Shares Outstanding - Basic		52,430,070						52,430,070
Weighted Average Number of Common Shares Outstanding - Diluted		58,429,683						58,429,683

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ACQUISITION OF CMP WELLNESS

12 Months Ended

Aug. 31, 2018

ACQUISITION OF CMP WELLNESS

Business Acquisition [Line Items]

ACQUISITION OF CMP WELLNESS

NOTE 3 – ACQUISITION OF CMP WELLNESS

On May 1, 2017 (“Merger Date”), the Company and KBCMP, Inc., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement of Merger (the “Merger Agreement”) with Lancer West Enterprises, Inc., a California corporation and Walnut Ventures, a California corporation, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC, a California limited liability company, which prior to the merger, was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. Membership interest in CMP was the sole and only asset of Lancer West Enterprises, Inc. and Walnut Ventures (“CMP Wellness” or “CMP”). As a result, CMP Wellness became a wholly-owned subsidiary of the Company. CMP Wellness is a distributor of vaporizers, cartridges and accessories. The Company’s Directors believed the acquisition of CMP Wellness and the product offerings of CMP Wellness leveraged the Company’s existing product development program and provided the Company with the possibility of generating near term revenue and operating cash flow, as well as establishing a commercial platform whereby other cannabis industry-support products may be accessed in the future. Going forward, the existing product offering and other product licensing opportunities, will be the basis of the Company's long-term product portfolio.

CMP’s assets acquired and liabilities assumed are recorded at their acquisition-date fair values. As part of the purchase price allocation, all intangible assets that were a part of the acquisition were identified and valued. It was determined that only non-competition agreements and trade name had separately identifiable intangible values. Trade name represents the CMP product names that the Company intends to continue to use. The deferred income tax liability relates to the tax effect of acquired identifiable intangible assets as such amounts are not deductible for tax purposes. For the acquisition discussed above, goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of CMP resulted in the recognition of goodwill primarily because of synergies unique to the Company and the strength of its acquired workforce.

The results of operations of CMP were consolidated beginning on the date of the merger. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of tangible and intangible assets acquired and liabilities assumed is allocated to goodwill. The amount of contingent consideration was recorded at its estimated fair value as of the acquisition date. The subsequent accounting for contingent consideration depends on whether the contingent consideration is classified as a liability or equity. The portion of contingent consideration classified as equity is not remeasured in subsequent accounting periods. However, contingent consideration classified as a liability is remeasured to its fair value at the end of each reporting period and the change in fair value is reflected in income or expense during that period. Any changes within the measurement period resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recorded at the acquisition date.

The acquisition consideration consisted of a fixed cash payment of $1,500,000, unsecured promissory notes in the aggregate principal amount of approximately $770,820, having a one-year maturity, and an aggregate of 7,800,000 restricted shares of the Company’s common stock. During the one-year period following the closing, the two sellers of CMP may become entitled to receive up to an additional $1,905,000 in cash, in the aggregate, and 4,740,960 shares of common stock of the Company, in the aggregate, based on the gross profit generated by the CMP product line for the period from May 1, 2017 to April 30, 2018. Per the terms of the Merger Agreement, post-closing adjustments to CMP’s working capital is directly offset to the unsecured promissory notes payable. Management has estimated that the post-closing working capital adjustments amounted to $104,032, which management estimates will result in a decrease of the unsecured promissory notes payable from $770,820 to $666,788. In accordance with ASC 805, management has evaluated the estimated fair value of the contingent consideration based a probability-weighted assessment of the occurrence of CMP reaching certain gross profit earnout targets. The Company initially recorded a contingent liability for the contingent cash consideration of $1,735,375 and the fair value of the contingent equity consideration of $10,763,760. Based on information obtained during the fourth fiscal quarter, the Company revised its estimate of the contingent cash consideration from $1,735,375 to $1,905,000, and its estimate of the contingent equity consideration from $10,763,760 to $11,682,775. As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the CMP product line performs against the gross profit target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

The fixed equity consideration received by CMP members was calculated based on the negotiated price per share of common stock of the Company of $2.50, which approximated the quoted market price on the acquisition date. The contingent equity consideration (number of common shares) was also calculated based on the negotiated price per share of common stock of the Company of $2.50, which approximated the quoted market price. The total preliminary acquisition consideration is as follows:

	May 1, 2017  (As initially reported)		Measurement Period Adjustments (1)		August 31, 2017 (As adjusted)
Cash	$	1,500,000	$	-	$	1,500,000
Fair value of common shares issued to CMP members		19,500,000		-		19,500,000
Promissory notes		660,216		6,572		666,788
Estimated fair value contingent cash consideration		1,735,375				1,735,375
Estimated fair value contingent equity consideration		10,763,760				10,763,760
Total estimated acquisition consideration	$	34,159,351	$	6,572	$	34,165,923

(1) As of August 31, 2017, a measurement period adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

	May 1, 2017			Measurement Period			August 31, 2017
	(As initially reported)			Adjustments (1)			(As adjusted)
Accounts receivable	$	735,513		$	-		$	735,513
Inventory		655,970			-			655,970
Prepaid expenses		206,874			-			206,874
Fixed assets		1,737			-			1,737
Deposits		6,261			-			6,261
Deferred tax liability		-			(1,354,370	)		(1,354,370	)
Accounts payable and accrued liabilities		(105,124	)		6,572			(98,552	)
Total identifiable net assets		1,501,231			(1,347,798	)		153,433
Trade name		-			2,600,000			2,600,000
Non-compete		-			800,000			800,000
Goodwill		32,658,120			(2,045,630	)		30,612,490
Total fair value of consideration	$	34,159,351		$	6,572		$	34,165,923

(1) As of August 31, 2017, the Company allocated $2,600,000 and $800,000 to the trade name and non-compete, respectively. The Company also recorded a deferred tax liability of $1,354,370 associated with the CMP acquisition. An additional post-closing adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

The following unaudited summary pro forma financial information for the years ended August 31, 2017 and 2016 has been presented for illustrative purposes only and does not purport to represent what the Company’s results of operations would have been if the acquisition had occurred as presented, or to project the Company’s results of operations for any future periods. The pro forma financial information was prepared assuming the CMP Wellness transaction occurred as of September 1, 2015. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable, including those pertaining to revenue, operating expenses, income taxes, and depreciation expense.

	For the Years Ended
	August 31,
	2017		2016
Net Revenue	$	25,672,583	$	11,375,944
Income from operations		3,241,245		488,886
Net income		2,407,679		431,033
Net income per common share:
Basic	$	0.06	$	0.01
Diluted	$	0.05	$	0.01

On July 16, 2018, the Company issued an aggregate of 3,740,960 shares of common stock associated with the contingent equity consideration in accordance with the terms of the Merger Agreement.

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ACQUISITION OF SUMMIT INNOVATIONS, LLC

12 Months Ended

Aug. 31, 2018

Acquisition of Summit Innovations, LLC

Business Acquisition [Line Items]

ACQUISITION OF SUMMIT INNOVATIONS, LLC

NOTE 4 - ACQUISITION OF SUMMIT INNOVATIONS, LLC

On May 2, 2018, the Company completed its acquisition of Summit, a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Merger Agreement with Summit, Summit merged with and into KCH, a wholly-owned subsidiary of the Company, with KCH as the surviving entity.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805. The fixed purchase consideration paid to the Members of Summit at the closing included the Cash Consideration, consisting of an aggregate of $905,231 in cash, net of cash received, $187,849 in cash held back and the Share Consideration, consisting of an aggregate of 1,280,000 shares common stock. The Company held back approximately 640,000 shares of common stock from the Share Consideration for a period of 15 months for potential post-closing working capital and/or indemnification claims relating to, among other things, breaches of representations, warranties and covenants contained in the Merger Agreement. The Members may become entitled to receive contingent equity consideration of up to an additional 1,280,000 shares of common stock, in the aggregate, based on the net revenue performance of the Summit business during a one-year period following the closing.

Fair value of consideration transferred (based on the $5.59 May 2, 2018 closing price) was as follows:

	May 2, 2018		Measurement Period			August 31, 2018
	(As initially reported)		Adjustments (1)			(As adjusted)
Cash	$	945,218	$	(39,987	)	$	905,231
Cash held back		500,000		(312,151	)		187,849
Fair value of common shares issued to Summit members		3,577,600		-			3,577,600
Fair value common shares held back		3,577,600		(761,521	)		2,816,079
Fair value contingent consideration payable in common shares		7,155,200		-			7,155,200
Total	$	15,755,618	$	(1,113,659	)	$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to decrease cash held back from $500,000 to $187,849 and decrease cash, net of cash acquired, from $945,218 to $905,231.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:

	May 2, 2018			Measurement Period			August 31, 2018
	(As initially reported)			Adjustments (1)			(As adjusted)
Accounts receivable, net of allowance	$	470,670		$	(252,436	)	$	218,234
Prepaid expenses and other current assets		86,626			-			86,626
Inventory		237,000			-			237,000
Property and equipment, net		648,770			-			648,770
Accounts payable		(1,376,531	)		102,938			(1,273,593	)
Accrued expenses and other current liabilities		(358,035	)		-			(358,035	)
Notes payable		(986,816	)		-			(986,816	)
Total identifiable net assets		(1,278,317	)		43,359			(1,234,958	)
Non-compete		-			620,000			620,000
Goodwill		17,033,935			(1,584,162	)		15,449,773
Total fair value of consideration	$	15,755,618		$	(980,367	)	$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to allocate $620,000 to the non-compete, decrease accounts receivable, net of allowance, from $470,670 to $218,234 and decrease accounts payable from $1,376,531 to $1,273,593.

As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the Summit business performs against the revenue target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

As August 31, 2018, the Company paid off notes payable of $986,816.

The following unaudited pro forma financial data assumes the acquisition had occurred at September 1, 2016. Pro forma results have been prepared by adjusting the Company’s historical results to include Summit's results of operations. The unaudited pro forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at September 1, 2016, nor do they indicate the results of operations in future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, nor do they consider any potential impacts of current market conditions or revenues, reduction of expenses, asset dispositions, or other factors. The impact of these items could alter the following pro forma results:

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	56,949,946		$	19,017,538
Net loss	$	(26,085,642	)	$	1,457,753
Loss per share:
Basic	$	(0.40	)	$	0.03
Diluted	$	(0.40	)	$	0.02

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ACQUISITION OF THE HYBRID CREATIVE, LLC

12 Months Ended

Aug. 31, 2018

ACQUISITION OF HYBRID CREATIVE, LLC

Business Acquisition [Line Items]

ACQUISITION OF THE HYBRID CREATIVE, LLC

NOTE 5 - ACQUISITION OF THE HYBRID CREATIVE, LLC

On July 11, 2018, the Company completed its acquisition of Hybrid, a specialist design agency. Pursuant to the terms of the Agreement with the members of ZDCA, parent of wholly-owned subsidiary, Hybrid, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805. The fixed consideration paid to the Members of Hybrid at the closing included the Cash Consideration, consisting of an aggregate of $847,187 in cash, net of cash received, $82,106 in cash held back and the Share Consideration, consisting of an aggregate of 360,000 shares common stock. The Company held back $82,106 of the Cash Consideration and 162,000 shares of common stock from the Share Consideration until January 1, 2019 in connection with certain representations and warranties. The Members may become entitled to receive cash contingent consideration of up to $485,000, and up to 212,858 common shares of equity consideration, based primarily on the net revenue performance of the Hybrid business during the period September 1, 2018 through August 31, 2019.

The total purchase price (based on the $5.22 July 11, 2018 closing price) was as follows:

	August 31, 2018
Cash	$	847,186
Cash held back		82,106
Fair value of common shares issued to Hybrid members		1,879,200
Fair value of contingent cash consideration		450,000
Estimated fair value of contingent equity consideration		920,000
Total estimated acquisition consideration	$	4,178,492

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed:

	August 31, 2018
Accounts receivable, net of allowance	$	33,145
Prepaid expenses and other current assets		756
Deposits		4,700
Accounts payable		(86,275	)
Accrued expenses and other current liabilities		(277,718	)
Notes payable		(234,616	)
Total identifiable net assets		(560,008	)
Non-compete		910,000
Goodwill		3,828,500
Total fair value of consideration	$	4,178,492

As discussed in Note 2, in connection with the Company’s initial acquisition accounting, the Company inadvertently classified the contingent equity consideration as equity. Given that the earnout arrangements allow for a variable number of shares to be issued depending on how the Hybrid business performs against the revenue target, the Company should have classified the contingent equity consideration as a liability until the contingency is resolved. Accordingly, the Company has recorded the changes in the fair value of its contingent consideration within its statements of operations.

As August 31, 2018, the Company paid off notes payable of $234,616.

The following unaudited pro forma financial data assumes the acquisition had occurred at September 1, 2016. Pro forma results have been prepared by adjusting the Company’s historical results to include Hybrid's results of operations. The unaudited pro forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at September 1, 2016, nor do they indicate the results of operations in future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, nor do they consider any potential impacts of current market conditions or revenues, reduction of expenses, asset dispositions, or other factors. The impact of these items could alter the following pro forma results:

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	53,068,530		$	19,922,289
Net loss	$	(24,865,344	)	$	1,624,687
Loss per share:
Basic	$	(0.38	)	$	0.03
Diluted	$	(0.38	)	$	0.03

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CONCENTRATIONS OF RISK

12 Months Ended

Aug. 31, 2018

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISK

NOTE 6 – CONCENTRATIONS OF RISK

Supplier Concentrations

The Company purchases inventory from various suppliers and manufacturers. For the years ended August 31, 2018 and 2017, two vendors accounted for approximately 56% and 22%, respectively, of total inventory purchases.

Customer Concentrations

During the years ended August 31, 2018 and 2017, there were no customers which represented over 10% of the Company’s revenues.

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RELATED-PARTY TRANSACTIONS

12 Months Ended

Aug. 31, 2018

Related Party Transactions [Abstract]

RELATED-PARTY TRANSACTIONS

NOTE 7 – RELATED-PARTY TRANSACTIONS

The Company leases its California and Colorado facilities from related parties. During the years ended August 31, 2018 and 2017, the Company made rent payments of $214,760 and $202,800, respectively, to these related parties.

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PROPERTY AND EQUIPMENT

12 Months Ended

Aug. 31, 2018

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 8 – PROPERTY AND EQUIPMENT

The major classes of fixed assets consist of the following as of August 31, 2018 and 2017:

	August 31,			August 31,
	2018			2017
Machinery and equipment	$	2,155,650		$	886,608
Vehicles		380,893			144,845
Office Equipment		385,627			118,387
Leasehold improvements		1,318,805			71,545
Gas Tanks - Summit		782,134			-
		5,023,109			1,221,385
Accumulated Depreciation		(888,019	)		(289,622	)
	$	4,135,090		$	931,763

Depreciation expense was $401,250 and $177,139 for the years ended August 31, 2018 and 2017, respectively.

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INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Aug. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

NOTE 9 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets consist of the following as of August 31, 2018 and 2017:

			As of August 31, 2018							As of August 31, 2017
	Weighted
	Average
	Estimated		Gross							Gross
	Useful		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Description	Life		Value		Amortization			Amount		Value		Amortization			Amount
Domain name		5 years	$	598,605	$	(166,530	)	$	432,075	$	589,284	$	(47,886	)	$	541,398
Trade name		6 years		2,600,000		(577,778	)		2,022,222		2,600,000		(144,444	)		2,455,556
Non-compete agreement		4 years		2,370,000		(336,882	)		2,033,118		800,000		(66,667	)		733,333
			$	5,568,605	$	(1,081,190	)	$	4,487,415	$	3,989,284	$	(258,997	)	$	3,730,287

Amortization expense was $822,193 and $258,997 for the years ended August 31, 2018 and 2017, respectively.

The estimated remaining amortization expense for each of the five succeeding fiscal years:

Year ended August 31,
2019	$	931,732
2020		931,732
2021		931,732
2022		931,732
2023		423,452
Thereafter		337,035
	$	4,487,415

The following table summarizes the changes in the carrying amount of goodwill for the fiscal years ended August 31, 2018 and 2017:

	Goodwill (Restated)
Balance - August 31, 2016	$	2,376,589
CMP acquisition		30,612,490
Balance - August 31, 2017		32,989,079
Summit acquisition		15,449,773
Hybrid acquisition		3,828,500
Balance - August 31, 2018	$	52,267,352

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Aug. 31, 2018

Accrued Liabilities and Other Liabilities [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	August 31,		August 31,
	2018		2017
Customer deposits	$	768,908	$	319,492
Accrued compensation		992,747		245,975
Income tax payable		-		219,082
Credit card liabilities		234,780		142,157
Deferred revenue		105,917		-
Sales tax payable		432,491		17,182
Other accrued expenses		473,542		49,298
	$	3,008,385	$	993,186

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NOTES PAYABLE

12 Months Ended

Aug. 31, 2018

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 11 – NOTES PAYABLE

Promissory Notes Payable

As partial consideration for the acquisition of CMP, the Company issued the sellers unsecured promissory notes totaling $770,820. Management has estimated that the post-closing working capital adjustments amounted to $104,032, which resulted in a decrease of the unsecured promissory notes payable from $770,820 to $666,788. The promissory notes matured on May 1, 2018 and bore interest at an annual rate of 1.15%. The notes and accrued and unpaid interest were payable in quarterly installments beginning August 1, 2017. As of August 31, 2018, all principal and interest payments have been made.

Automobile Contracts Payable

The Company has entered into purchase contracts for its vehicles.  The loans are secured by the vehicles and bear interest at an average interest rate of approximately 4% per annum. Future principal payments on these automobile contracts payable is summarized in the table below:

	Principal
Year ended August 31,	Due
2019	$	65,920
2020		47,990
2021		45,616
2022		47,422
2023		14,893
Thereafter		11,864
	$	233,705

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LOAN AGREEMENT

12 Months Ended

Aug. 31, 2018

Loan Agreement [Abstract]

LOAN AGREEMENT

NOTE 12 - LOAN AGREEMENT

On November 16, 2017, the Company and KIM as borrowers, and all of the Company’s other subsidiaries, as credit parties, entered into a Loan and Security Agreement (the “Loan Agreement”) with Gerber Finance Inc., as lender (“Gerber”), effective as of November 6, 2017. The Loan Agreement provides a secured revolving credit facility (the “Revolving Line”) in an aggregate principal amount of up to $2.0 million at any time outstanding, of which $918,124 was outstanding on August 31, 2018. Under the original terms of the Loan Agreement, the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed up to 85% of the Company’s eligible receivables minus reserves. Under the terms of the Loan Agreement, the Company may also request letters of credit from Gerber. The proceeds of the loans under the Loan Agreement will be used for working capital and general corporate purposes. The Revolving Line has a maturity date of November 6, 2019. Borrowings under the Revolving Line accrues interest at a rate based on the prime rate as customarily defined, plus a margin of 3.0%. On March 8, 2018, the Company and KIM entered into an amendment to the Loan Agreement with Gerber. Pursuant to this amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $4.0 million and the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 40% of the value of certain inventory and (ii) 50% of certain accounts receivable. In April 2019, The Company obtained a waiver of Non-compliance with certain covenant violations associated with the restatements noted in Note 2.

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WARRANT LIABILITY

12 Months Ended

Aug. 31, 2018

Warrant Liabilities [Abstract]

WARRANT LIABILITY

NOTE 13 – WARRANT LIABILITY

In June of 2018, the Company issued 3,750,000 five-year warrants to investors in a registered direct offering (the “Offering”). The exercise price of the warrants is protected against down-round financing throughout the term of the warrant. Pursuant to ASC Topic 815, the fair value of the warrants of $15,350,000 was recorded as a derivative liability on the issuance dates.  The estimated fair values of the warrants were computed at issuance using a Monte Carlo option pricing model, with the following assumptions: stock price $5.56 volatility 78.1%, risk-free rate 2.74%, annual dividend yield 0% and expected life 4.0 years.

The estimated fair value of the outstanding warrant liabilities was $14,430,000 and $0 as of August 31, 2018 and 2017, respectively.

Increases or decreases in fair value of the derivative liability are included as a component of total other expense in the accompanying consolidated statements of operations for the respective period. The changes to the derivative liability for warrants resulted in a decrease of $920,000 in warrant liability and a corresponding increase in other income for the year ended August 31, 2018.

The estimated fair value of the warrants was computed as of August 31, 2018 and 2017 using the Monte Carlo model, using the following assumptions:

	August 31,			August 31,
	2018			2017
Stock price volatility		78.1% - 81.1	%		N/A
Risk-free interest rates		2.72% - 2.74	%		N/A
Annual dividend yield		0	%		N/A
Term		3.8 - 4.0			N/A

In addition, management assessed the probabilities of future financing assumptions in the valuation models.

Transaction costs of $1,215,460 attributable to the warrant liability component were immediately expensed.

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED

12 Months Ended

Aug. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED

Fair value measurements are performed in accordance with the guidance provided by ASC Topic 820, “Fair Value Measurements and Disclosures.” ASC Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, capital lease obligations and deferred revenue approximate their fair values based on their short-term nature. The carrying amount of the Company’s long-term notes payable approximates its fair value based on interest rates available to the Company for similar debt instruments and similar remaining maturities.

The estimated fair value of the contingent consideration related to the Company's business combinations is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

In connection with the Company’s Offering, the Company issued warrants to purchase shares of its Common Stock and recorded embedded conversion features which are accounted for as derivative liabilities (see Note 13 above.) The estimated fair value of the derivatives is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities:

	Fair Value at August 31, 2018 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	5,488,409	$	-	$	-	$	5,488,409
Warrant liability		14,430,000		-		-		14,430,000
Total liabilities	$	19,918,409	$	-	$	-	$	19,918,409

	Fair Value at August 31, 2017 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	10,827,824	$	-	$	-	$	10,827,824
Total liabilities	$	10,827,824	$	-	$	-	$	10,827,824

The following table reflects the restated activity for the Company’s contingent acquisition liabilities measured at fair value using Level 3 inputs:

	Total
As of August 31, 2016	$	-
Acquisition of CMP		12,499,135
Change in Fair Value		(1,291,651	)
As of May 31, 2017		11,207,484
Change in Fair Value		(294,660	)
Cash Payment		(85,000	)
As of August 31, 2017		10,827,824
Change in Fair Value		4,456,502
Cash Payment		(85,000	)
As of November 30, 2017		15,199,326
Change in Fair Value		6,684,754
Cash Payment		(85,000	)
As of February 28, 2018		21,799,080
Change in Fair Value		7,041,229
Settled in shares - CMP		(26,217,509	)
Acquisition of Summit		7,155,200
As of May 31, 2018		9,778,000
Cash Payment		(1,650,000	)
Acquisition of Hybrid Creative		1,405,000
Change in Fair Value		(4,044,591	)
As of August 31, 2018	$	5,488,409

The fair value of the contingent acquisition liabilities is evaluated each reporting period using projected financial results, discount rates, and projected timing of settlement. Projected contingent payment amounts are discounted back to the current period using a discount rate. Projected financial results are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases in projected financial results will result in higher fair value measurements. Increases in discount rates and the time to payment will result in lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement.

The weighted-average of the discount rates used were 17% and 19% - 26% as of August 31, 2018 and 2017, respectively. The projected year of payment ranges from 2019 to 2023.

The following table reflects the activity for the Company’s warrant derivative liability associated with the Company’s 2018 Offering measured at fair value using Level 3 inputs:

	Warrant Liability
Balance at August 31, 2017	$	-
Issuance		15,350,000
Adjustments to estimated fair value		(920,000	)
Balance at August 31, 2018	$	14,430,000

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STOCKHOLDERS' EQUITY

12 Months Ended

Aug. 31, 2018

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 15 – STOCKHOLDERS' EQUITY

Preferred Stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of August 31, 2018 and 2017, the Company has no shares of preferred stock issued or outstanding.

Common Stock

The authorized common stock is 265,000,000 shares with a par value of $0.001. As of August 31, 2018 and 2017, 78,273,124 and 58,607,066 shares were issued and outstanding, respectively.

During the year ended August 31, 2018, the Company sold 5,901,859 shares of its common stock to investors in exchange for cash of $16,424,723.

During the year ended August 31, 2017, the Company sold 1,776,250 shares of its common stock to investors in exchange for cash of $3,024,897.

On June 7, 2018, the Company entered into the Purchase Agreement with certain accredited investors pursuant to which the Company agreed to issue and sell an aggregate of 7.5 million shares of its common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase 3,750,000 shares of Common Stock (“Warrants”) (collectively, the “Securities”), in the Offering. Subject to certain ownership limitations, the Warrants were immediately exercisable at an exercise price equal to $5.28 per share of Common Stock. The Warrants are exercisable for five years from the date of issuance.

The combined per share purchase price for a share of Common Stock and half of a Warrant was $4.80. The closing of the Offering occurred on June 12, 2018 with aggregate gross proceeds of approximately $36.0 million. The aggregate net proceeds from the Offering, after deducting the placement agent fees and other offering expenses, was approximately $33.0 million. 

Share-based Compensation

The Company recorded stock compensation expense of $3,585,533 and $943,125 for the years ended August 31, 2018 and 2017, respectively, in connection with the issuance of shares of common stock and options to purchase common stock.

During the year period ended August 31, 2018, the Company issued 499,724 shares of common stock to consultants in exchange for services and prepaid services, for a total of $4,858,905.

During the year period ended August 31, 2017, the Company issued 305,097 shares of common stock to consultants in exchange for services and prepaid services, for a total of $671,437.

Stock Options

The Company’s 2016 Stock Incentive Plan (the Plan) was adopted on February 9, 2016. The Plan permits the grant of share options and shares to its employees and directors for up to 15,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant; those option awards generally vest based on three years of continuous service and have 10-year contractual terms.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the years ended August 31, 2018 and 2017:

	August 31,	August 31,
	2018	2017
Expected term in years	5.04 - 6.51	5.03 - 7.0
Expected volatility	64% - 79%	54% - 62%
Risk-free interest rate	1.70% - 2.94%	0.85% - 1.60%
Expected dividend yield	0%	0%

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on management's analysis of historical volatility for comparable companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. 

During the years ended August 31, 2018 and 2017, the Company issued 7,177,500 and 3,940,000 stock options, respectively, pursuant to the Company’s 2016 Stock Incentive Plan. A summary of the Company’s stock option activity during the years ended August 31, 2017 and 2018 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Stock			Exercise		Contractual		Intrinsic
	Options			Price		Term (in years)		Value
Balance Outstanding, August 31, 2016		2,039,000		$	0.57		5.2	$	2,283,680
Granted		3,940,000		$	2.29		9.6		-
Exercised		(232,500	)	$	1.02		-		-
Forfeited		(471,000	)	$	1.76		-		-
Balance Outstanding, August 31, 2017		5,275,500		$	1.73		8.0	$	917,610
Granted		7,177,500		$	4.55		9.4		-
Exercised		(1,145,485	)	$	0.52		-		-
Forfeited		(1,939,822	)	$	2.64		-		-
Balance Outstanding, August 31, 2018		9,367,693		$	3.85		9.1	$	14,463,235
Exercisable, August 31, 2018		2,461,642		$	1.04		8.0	$	15,105,325

The weighted-average grant-date fair value of options granted during the years ended August 31, 2018 and 2017, was $2.85 and $0.92, respectively.

During the year ended August 31, 2018, the Company issued 1,181,072 shares of common stock in exchange for $612,347, pursuant to stock option exercises. During the year ended August 31, 2017, the Company issued 215,000 shares of common stock in exchange for $219,000, pursuant to stock option exercises and issued 10,557 shares of common stock pursuant to a cashless exercise of 17,500 stock options.

As of August 31, 2018 and 2017, there was $14,327,739 and $1,878,144, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.3 years and 1.9 years. The total fair value of shares vested during the year ended August 31, 2018 and 2017 is $6,798,993 and $527,572, respectively. This amount is included in selling, general and administrative expenses on the consolidated statements of operations. Additionally, the calculation of the expense assumes a forfeiture rate of 22% and 33% for the year ending August 31, 2018 and 2017, respectively.

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INCOME TAXES

12 Months Ended

Aug. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 16 – INCOME TAXES

For financial reporting purposes, income before income taxes for fiscal 2018 and 2017 includes the following components:

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Pre-tax income (loss):	$	(25,899,796	)	$	1,874,857
Income (loss) before income taxes (benefit)	$	(25,899,796	)	$	1,874,857

The components of the provision for income taxes for fiscal 2018 and 2017 are as follows:

	For the Year Ended August 31,
	2018			2017
Current
Federal tax	$	-		$	111,611
State tax		4,800			107,471
Total	$	4,800		$	219,082
Deferred
Federal tax		(1,190,387	)		-
State tax		(377,442	)		-
Total		(1,567,829	)		-
Total tax provision	$	(1,563,029	)	$	219,082

The net deferred tax asset generated by the loss carry-forward generated in previous fiscal years was fully utilized during the year ended August 31, 2017. Deferred tax liability resulting from intangible assets that are non-deductible for tax purposes was recorded as a liability on the merger date.

The income tax benefit differs from the amount computed by applying the federal income tax rate to net earnings before income taxes. The provision for income tax consists of the following:

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Federal income tax/benefit attributable to:
Income tax provision at statutory rate	$	(6,561,281	)	$	699,887
Non-deductible entertainment		24,659			11,121
Penalties		5,553			7,310
Warrants		327,548			-
Change in fair value		233,067			-
State taxes, net of federal benefit		302,486			177,355
Stock-based and other compensation		342,098			126,734
Other		(139,828	)		-
Impact of the Tax Cuts and Jobs Act		(430,203	)		-
Reorganization costs		57,105			54,884
Change in Contingent Consideration Payable		3,581,129			(597,018	)
Less: valuation of allowance		694,638			-
Less: utilization of allowance		-			(261,160	)
Income tax expense (benefit)	$	(1,563,029	)	$	219,082

On December 22, 2017, the Tax Act was enacted in the U.S. Certain provisions of the Tax Act are effective for the company’s fiscal year 2018, whereas other material provisions of the Tax Act will not apply to the company until the company’s fiscal year 2019.

For fiscal year ended August 31, 2018, the company’s statutory U.S. federal income tax rate was 25.33% which represents a blending of the 35.0% statutory rate under prior law and the new 21.0% statutory rate effective January 1, 2018, prorated based on the number of days during the company’s current fiscal year that each rate was effective. For fiscal years 2019 and later, the company’s statutory U.S. federal income tax rate will be 21.0%.

As a result of the Tax Act, and shown in the table above, the company recorded a provisional net one-time charge of $430,203 for year ended August 31, 2018.

Beginning in the company’s fiscal year 2019, we will be subject to additional provisions in accordance with the Tax Act. These provisions include income inclusions, deductions, limitations on interest expense and other deductions and our ability to utilize certain tax credits, and minimum taxes, among other things.

The tax effects of the temporary differences that give rise to the deferred tax assets and liabilities are as follows:

	For the Year Ended August 31,
	2018			2017
Deferred tax assets
Net operating loss carry-forwards	$	1,562,807		$	-
Stock-based compensation		144,663			143,611
Issuance of restricted stock		-			58,683
	$	1,707,470		$	202,294
Valuation allowance		(694,638	)		-
	$	1,012,832		$	202,294
Deferred tax liabilities
Depreciation, amortization and other		(1,012,832	)		(1,596,386	)
		(1,012,832	)		(1,596,386	)
Net deferred tax asset (liability)	$	-		$	(1,394,092	)

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.  As of August 31, 2018 and 2017, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are for the years ended August 31, 2017, 2016 and 2015.

The Company has a federal net operating loss carryforward of $7,441,937 and a state tax carryover of $4,575,430 stated at the effective tax rate in the deferred tax asset table above for August 31,2018. However, due to limitations of carryover attributes rules, it is unlikely the company will benefit from the NOL’s and thus the Company has determined a 100% valuation reserve is required.

For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Aug. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Leases

The Company’s corporate head-quarters and primary distribution center is located in Garden Grove, California. The Garden Grove facility lease expires on August 1, 2022 and requires escalating monthly payments that range between $24,480 and $28,379. The Company also leases an additional warehouse facility in Garden Grove, California, which lease expires on August 31, 2023 and requires escalating monthly payments that range between $43,621 and $50,569. As part of the acquisition of CMP on May 1, 2017, the Company assumed the lease for CMP’s facility located in Lawndale, California. The lease expires in January 2019, and requires escalating monthly payments that range between $4,031 and $4,143. On April 1, 2016, the Company entered into a sublease agreement for a facility located in Woodinville, Washington. The lease commenced on July 15, 2016 and expires on January 31, 2020, and requires escalating monthly payments that range between $14,985 and $16,022. Effective April 10, 2015, the Company assumed the facility lease in Denver, Colorado, which is the headquarters of operations for its wholly-owned subsidiary, Dank. On September 1, 2016, the Colorado facility lease was amended to include additional office space. The lease runs through March 31, 2020 and requires escalating monthly payments, ranging between $4,800 and $7,300. In April 2018, the Company entered into a lease for warehouse space in Worcester, Massachusetts that expires in April 2022 and requires escalating monthly payments that range between $34,551 and $37,754.  In June 2018, the Company entered into a lease for a distribution center in Las Vegas, Nevada that expires in May 2021 and requires escalating monthly payments that range between $13,869 and $15,601. During the years ended August 31, 2018 and 2017, the Company recognized $1,179,890 and $398,802, respectively, of rental expense, related to its office, retail and warehouse space.

Minimum future commitments under non-cancelable operating leases and other obligations were as follows:

Year ended August 31,
2019	$	1,892,186
2020		1,794,524
2021		1,723,981
2022		1,475,565
2023		832,544
	$	7,718,800

Other Commitments

In the ordinary course of business, the Company may enter into contractual purchase obligations and other agreements that are legally binding and specify certain minimum payment terms. The Company had no such agreements as of August 31, 2018.

Litigation

The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no pending legal proceedings or claims as of August 31, 2018.

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QUARTERLY INFORMATION (UNAUDITED)

12 Months Ended

Aug. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY INFORMATION (UNAUDITED)

NOTE 18 – QUARTERLY INFORMATION (UNAUDITED)

As described in Note 2 to the Consolidated Financial Statements, we have restated our historical consolidated financial statements for the previously issued years ended August 31, 2018 and 2017 and consolidated interim financial statements as of May 31, 2017, November 30, 2017, February 28, 2018 and May 31, 2018 and for the periods then ended to the corresponding restated financial statements.

The following quarterly financial information reflects the impacts of the restatement adjustments relating to the change in contingent consideration payable for the periods ended May 31, 2017, November 30, 2017, February 28, 2018 and May 31, 2018.

Restated condensed consolidated balance sheets and consolidated statements of operations as of and for the periods ended May 31, 2017 are as follows:

	May 31, 2017			Restatement Adjustment			May 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	726,692		$	-		$	726,692
Accounts receivable, net of allowance		1,561,117			-			1,561,117
Prepaid expenses and other current assets		1,186,885			-			1,186,885
Inventory		3,130,246			-			3,130,246
Total current assets		6,604,940			-			6,604,940
Goodwill		35,034,710			-			35,034,710
Intangible assets, net		1,086,863			-			1,086,863
Deposits		46,860			-			46,860
Property and equipment, net		928,483			-			928,483
Total assets	$	43,701,856		$	-		$	43,701,856
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,108,769		$	-		$	1,108,769
Accrued expenses and other current liabilities		644,437			-			644,437
Contingent consideration payable		-			9,472,109			9,472,109
Notes payable - current portion		682,406			-			682,406
Total current liabilities		2,435,612			9,472,109			11,907,721
Long-term debt
Notes payable		1,825,910			-			1,825,910
Total liabilities		4,261,522			9,472,109			13,733,631
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,280,739 shares issued and outstanding		58,281			-			58,281
Additional paid-in capital		40,210,306			(10,763,760	)		29,446,546
Accumulated deficit		(828,253	)		1,291,651			463,398
Total stockholders' equity		39,440,334			(9,472,109	)		29,968,225
Total liabilities and stockholder’s equity	$	43,701,856		$	-		$	43,701,856

	Three Months Ended May 31, 2017			Restatement Adjustment			Three Months  Ended May 31, 2017			Nine Months Ended May 31, 2017			Restatement Adjustment			Nine Months Ended May 31, 2017
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Net Revenue	$	4,719,477		$	-		$	4,719,477		$	10,161,813		$	-		$	10,161,813
Cost of goods sold		3,156,290			-			3,156,290			6,706,272			-			6,706,272
Gross profit		1,563,187			-			1,563,187			3,455,541			-			3,455,541
Operating expenses
Depreciation and amortization		28,816			-			28,816			48,294			-			48,294
Stock compensation expense		259,417			-			259,417			522,226			-			522,226
Selling, general and administrative		1,266,215			-			1,266,215			3,008,134			-			3,008,134
Change in contingent consideration payable		-			(1,291,651	)		(1,291,651	)		-			(1,291,651	)		(1,291,651	)
Total operating expenses		1,554,448			(1,291,651	)		262,797			3,578,654			(1,291,651	)		2,287,003
Income (loss) from operations		8,739			1,291,651			1,300,390			(123,113	)		1,291,651			1,168,538
Other income (expenses)
Other income (expense)		-			-			-			(23,944	)		-			(23,944	)
Interest expense		(2,620	)		-			(2,620	)		(4,488	)		-			(4,488	)
Total other income (expenses)		(2,620	)		-			(2,620	)		(28,432	)		-			(28,432	)
Income (loss) before income taxes		6,119			1,291,651			1,297,770			(151,545	)		1,291,651			1,140,106
Provision for income taxes		-			-			-			-			-			-
Net income (loss)	$	6,119		$	1,291,651		$	1,297,770		$	(151,545	)	$	1,291,651		$	1,140,106
Basic income (loss) per share	$	0.00					$	0.03		$	(0.00	)				$	0.02
Diluted income (loss) per share	$	0.00					$	0.02		$	(0.00	)				$	0.02
Weighted average number of common shares outstanding - basic		51,805,930						51,805,930			50,458,416						51,805,930
Weighted average number of common shares outstanding - diluted		53,334,232						53,334,232			50,458,416						53,334,232

Restated condensed consolidated balance sheet and consolidated statement of operations for the period ended November 30, 2017 are as follows:

	November 30, 2017			Restatement  Adjustment			November 30, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	5,549,431		$	-		$	5,549,431
Accounts receivable, net of allowance		2,764,713			-			2,764,713
Prepaid expenses and other current assets		3,146,759			-			3,146,759
Inventory		3,850,678			-			3,850,678
Total current assets		15,311,581			-			15,311,581
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,586,489			-			3,586,489
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		924,872			-			924,872
Total assets	$	54,150,602		$	(1,258,265	)	$	52,892,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,889,378		$	-		$	1,889,378
Accrued expenses and other current liabilities		1,264,054			-			1,264,054
Contingent consideration payable		1,735,000			13,464,326			15,199,326
Notes payable - current portion		358,253			-			358,253
Line of credit - current portion		1,500,000			-			1,500,000
Total current liabilities		6,746,685			13,464,326			20,211,011
Long-term debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		26,820			-			26,820
Total liabilities		8,197,678			13,464,326			21,662,004
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 60,006,178 shares issued and outstanding		60,006			-			60,006
Additional paid-in capital		43,841,497			(11,852,400	)		31,989,097
Stock payables		2,564,050			-			2,564,050
Accumulated deficit		(512,629	)		(2,870,191	)		(3,382,820	)
Total stockholders' equity		45,952,924			(14,722,591	)		31,230,333
Total liabilities and stockholders’ equity	$	54,150,602		$	(1,258,265	)	$	52,892,337

	Three Months  Ended  November 30,  2017			Restatement Adjustment			Three Months  Ended  November 30, 2017
	(As Reported)						(As Restated)
Net Revenue	$	8,847,115		$	-		$	8,847,115
Cost of goods sold		6,162,120			-			6,162,120
Gross profit		2,684,995			-			2,684,995
Operating expenses:
Depreciation and amortization		201,814			-			201,814
Stock compensation expense		381,743			-			381,743
Selling, general and administrative		1,949,995			-			1,949,995
Change in contingent consideration payable		-			4,456,503			4,456,503
Total operating expenses		2,533,552			4,456,503			6,990,055
Income from operations		151,443			(4,456,503	)		(4,305,060	)
Other income (expenses):
Interest expense		(2,413	)		-			(2,413	)
Total other income (expenses)		(2,413	)		-			(2,413	)
Income (loss) before income taxes		149,030			(4,456,503	)		(4,307,473	)
Provision for income taxes		54,415			-			54,415
Net income (loss)	$	94,615		$	(4,456,503	)	$	(4,361,888	)
Basic income (loss) per share	$	0.00					$	(0.07	)
Diluted income (loss) per share	$	0.00					$	(0.07	)
Weighted average number of common shares outstanding - basic		59,194,323						59,194,323
Weighted average number of common shares outstanding - diluted		65,908,368						59,194,323

Restated condensed consolidated balance sheet and consolidated statements of operations for the periods ended February 28, 2018 are as follows:

	February 28, 2018			Restatement  Adjustment			February 28, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	7,059,922		$	-		$	7,059,922
Accounts receivable, net of allowance		3,896,196			-			3,896,196
Prepaid expenses and other current assets		4,204,253			-			4,204,253
Inventory		7,259,369			-			7,259,369
Total current assets		22,419,740			-			22,419,740
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,363,536			-			3,363,536
Deposits		191,423			-			191,423
Deferred tax asset		30,081			-			30,081
Property and equipment, net		1,077,160			-			1,077,160
Total assets	$	61,329,284		$	(1,258,265	)	$	60,071,019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,161,169		$	-		$	3,161,169
Accrued expenses and other current liabilities		1,184,240			-			1,184,240
Contingent consideration payable		1,650,000			20,149,080			21,799,080
Notes payable - current portion		354,613			-			354,613
Line of credit - current portion		742,504			-			742,504
Total current liabilities		7,092,526			20,149,080			27,241,606
Long-term debt
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		27,447			-			27,447
Total liabilities		8,271,509			20,149,080			28,420,589
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 63,624,114 shares issued and outstanding		63,624			-			63,624
Additional paid-in capital		54,397,094			(11,852,400	)		42,544,694
Stock payables		30,000			-			30,000
Accumulated deficit		(1,432,943	)		(9,554,945	)		(10,987,888	)
Total stockholders' equity		53,057,775			(21,407,345	)		31,650,430
Total liabilities and stockholders’ equity	$	61,329,284		$	(1,258,265	)	$	60,071,019

	Three Months  Ended February 28, 2018			Restatement Adjustment			Three Months Ended  February 28, 2018			Six Months  Ended  February 28, 2018			Restatement Adjustment			Six Months  Ended  February 28, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	10,361,376		$	-		$	10,361,376		$	19,208,491		$	-		$	19,208,491
Cost of goods sold		7,450,732			-			7,450,732			13,612,854			-			13,612,854
Gross profit		2,910,644			-			2,910,644			5,595,637			-			5,595,637
Operating expenses
Depreciation and amortization		205,757			-			205,757			407,572			-			407,572
Stock compensation expense		1,026,928			-			1,026,928			1,408,671			-			1,408,671
Selling, general and administrative		2,557,929			-			2,557,929			4,507,921			-			4,507,921
Change in fair value of contingent consideration payable		-			6,684,754			6,684,754			-			11,141,257			11,141,257
Total operating expenses		3,790,614			6,684,754			10,475,368			6,324,164			11,141,257			17,465,421
Loss from operations		(879,970	)		(6,684,754	)		(7,564,724	)		(728,527	)		(11,141,257	)		(11,869,784	)
Other income (expenses)
Interest expense		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Total other income (expenses)		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Loss before income taxes		(908,551	)		(6,684,754	)		(7,593,305	)		(759,521	)		(11,141,257	)		(11,900,778	)
Provision for income taxes		11,763			-			11,763			66,178			-			66,178
Net Loss	$	(920,314	)	$	(6,684,754	)	$	(7,605,068	)	$	(825,699	)	$	(11,141,257	)	$	(11,966,956	)
Basic loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Diluted loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Weighted average number of common shares outstanding - basic		62,155,608						62,155,608			60,614,074						60,614,074
Weighted average number of common shares outstanding - diluted		62,155,608						62,155,608			60,614,074						60,614,074

Restated condensed consolidated balance sheet and consolidated statements of operations for the periods ended May 31, 2018 are as follows:

	May 31, 2018			Restatement  Adjustment			May 31, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	3,574,430		$	-		$	3,574,430
Accounts receivable, net of allowance		6,285,310			-			6,285,310
Prepaid expenses and other current assets		6,736,528			-			6,736,528
Inventory		10,059,200			-			10,059,200
Total current assets		26,655,468			-			26,655,468
Goodwill		51,281,279			(1,258,265	)		50,023,014
Intangible assets, net		3,175,583			-			3,175,583
Deposits		621,723			-			621,723
Deferred tax asset		30,081			-			30,081
Property and equipment, net		2,778,796			-			2,778,796
Total assets	$	84,542,930		$	(1,258,265	)	$	83,284,665
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,675,579		$	-		$	3,675,579
Accrued expenses and other current liabilities		2,494,794			500,000			2,994,794
Contingent consideration payable		2,150,000			7,628,000			9,778,000
Notes payable - current portion		145,413			-			145,413
Line of credit - current portion		2,433,907			-			2,433,907
Total current liabilities		10,899,693			8,128,000			19,027,693
Long-term liabilities:
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		185,772			-			185,772
Total long-term liabilities		1,337,308			-			1,337,308
Total liabilities		12,237,001			8,128,000			20,365,001
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 66,389,529 shares issued and outstanding		66,389			-			66,389
Additional paid-in capital		75,838,222			7,209,909			83,048,131
Accumulated deficit		(3,598,682	)		(16,596,174	)		(20,194,856	)
Total stockholders' equity		72,305,929			(9,386,265	)		62,919,664
Total liabilities and stockholders’ equity	$	84,542,930		$	(1,258,265	)	$	83,284,665

	Three Months  Ended May 31, 2018			Restatement Adjustment			Three Months Ended May 31, 2018			Nine Months Ended May 31, 2018			Restatement Adjustment			Nine Months Ended May 31, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	12,904,609		$	-		$	12,904,609		$	32,113,100		$	-		$	32,113,100
Cost of goods sold		9,246,879			-			9,246,879			22,859,731			-			22,859,731
Gross profit		3,657,730			-			3,657,730			9,253,369			-			9,253,369
Operating expenses
Depreciation and amortization		258,837			-			258,837			666,409			-			666,409
Stock compensation expense		495,897			-			495,897			1,904,568			-			1,904,568
Selling, general and administrative		4,987,374			-			4,987,374			9,495,295			-			9,495,295
Change in fair value of contingent consideration payable		-			7,041,229			7,041,229			-			18,182,485			18,182,485
Total operating expenses		5,742,108			7,041,229			12,783,337			12,066,272			18,182,485			30,248,757
Loss from operations		(2,084,378	)		(7,041,229	)		(9,125,607	)		(2,812,903	)		(18,182,485	)		(20,995,388	)
Other income (expenses)
Interest expense		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Total other income (expenses)		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Loss before income taxes		(2,165,740	)		(7,041,229	)		(9,206,969	)		(2,925,260	)		(18,182,485	)		(21,107,745	)
Provision for income taxes		-			-			-			66,178			-			66,178
Net loss	$	(2,165,740	)	$	(7,041,229	)	$	(9,206,969	)	$	(2,991,438	)	$	(18,182,485	)	$	(21,173,923	)
Basic loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Diluted loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107

The effects of the adjustments did not impact operating activities, investing activities or financing activities reported in the statement of cash flows for the periods presented below.

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SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19 – SUBSEQUENT EVENTS

On September 21, 2018, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Smoke Cartel, Inc. (“SMKC”), pursuant to which SMKC acquired certain assets from the Company relating to the Company’s Roll-Uh-Bowl silicone water pipe product line, including certain intellectual property assets and inventory. The consideration payable to the Company upon the closing under the Purchase Agreement consisted of an aggregate of 1,410,415 shares of SMKC common stock.

On November 9, 2018, the Company and KIM entered into a second amendment to the Loan Agreement with Gerber. Pursuant to this amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $8.0 million. Additionally, subject to certain exceptions, the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable.

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NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Registered Offering

Registered Offering

On June 7, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors in a registered direct offering (the “Offering”). See Note 13 and 15 for a further description of the registered offering.

Consolidation of an Entity

Consolidation of an Entity

On or near July 23, 2018, the Company invested $1.0 million in the form of a convertible promissory note in a third-party company. The convertible promissory note provides the Company with the option to convert the principal balance of the note, at any time prior to the Maturity Date, into equity of this entity, representing 100% of the equity interests. The Company consolidated this entity.

Amendments to Articles of Incorporation or Bylaws

Amendments to Articles of Incorporation or Bylaws

On August 29, 2018, KushCo Holdings, Inc. (formerly known as Kush Bottles, Inc.) filed Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”) with the Secretary of State for the State of Nevada. The Amended and Restated Charter changed the Company’s name from Kush Bottles, Inc. to KushCo Holdings, Inc. The Amended and Restated Charter became effective on September 1, 2018 and was approved by the Company’s stockholders at the Company’s 2018 Annual Meeting of Stockholders on May 8, 2018.

On September 1, 2018, the Company moved its corporate headquarters from Santa Ana, California to Garden Grove, California. The address for the Company’s new corporate headquarters is 11958 Monarch Street, Garden Grove, California 92841.

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements and related notes include the activity of the Company and its wholly owned subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate.

The Company is subject to a number of risks similar to those of other companies of similar size and having a focus of serving the cannabis industry, including, the development stage of certain products, competition, limited number of suppliers, integration of acquisitions, substantial indebtedness, government regulations, protection of proprietary rights, and dependence on key individuals.

Voluntary Change in Accounting Principle

Voluntary Change in Accounting Principle

During the fourth quarter of fiscal 2018, the Company made a voluntary change in accounting principle to classify outbound shipping and handling costs associated with the distribution of finished product to its customers as selling, general and administrative (previously recorded in cost of goods sold). The Company made the voluntary change in principle because it believes the classification of shipping and handling costs within selling, general and administrative better reflects the selling effort and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change has been reflected in the consolidated statements of operations through retrospective application as follows:

	For the Year Ended August 31, 2018
	First Fiscal Quarter							Second Fiscal Quarter								Third Fiscal Quarter							Fourth Fiscal Quarter						Full Fiscal Year Ended August 31, 2018
	Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change		Effect of Change (Restated)			Adjusted			Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change		Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		6,162,120		(192,522	)		5,969,598		7,450,732		(328,340	)		7,122,392			9,246,879		(233,321	)		9,013,558		16,635,137		-		16,635,137		39,494,868		(754,184	)		38,740,685
Gross profit		2,684,995		192,522			2,877,517		2,910,644		328,340			3,238,984			3,657,730		233,321			3,891,051		3,326,602		-		3,326,602		12,579,971		754,184			13,334,154
Total operating expenses		6,990,055		192,522			7,182,577		10,475,368		328,340			(10,803,708	)		12,783,337		233,321			13,016,658		9,606,909		-		9,606,909		39,855,669		754,184			40,609,853

	For the Year Ended August 31, 2017
	First Fiscal Quarter							Second Fiscal Quarter							Third Fiscal Quarter							Fourth Fiscal Quarter							Full Fiscal Year Ended August 31, 2017
	Prior to Change		Effect of Change			Adjusted		Prior to Change		Effect of Change			Adjusted		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		1,637,652		(76,177	)		1,561,475		1,913,270		(139,908	)		1,773,362		3,156,290		(140,708	)		3,015,582		5,476,871		(188,129	)		5,288,742		12,184,083		(544,922	)		11,639,161
Gross profit		834,643		76,177			910,820		1,057,062		139,908			1,196,970		1,563,187		140,708			1,703,895		3,160,194		188,129			3,348,323		6,615,086		544,922			7,160,008
Total operating expenses		971,624		76,177			1,047,801		1,052,608		139,908			1,192,516		262,797		140,708			403,505		2,906,309		188,129			3,094,438		5,193,338		544,922			5,738,260

Reclassification

Reclassification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation.

Segments

Segments

The Company operates in one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in the cannabis industry. While the Company has offerings in multiple geographic locations for its products for the cannabis industry, including as a result of the Company's acquisitions, the Company’s business operates in one operating segment because the majority of the Company's offerings operate similarly, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. The Company deploys its cash and cash equivalents with financial institutions with highly rated credit and monitors the amount on deposit at the financial institution. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation (“FDIC”) insured limits. As of August 31, 2018, and 2017, there were no cash equivalents outstanding.

Accounts Receivable

Accounts Receivable

Trade accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis. Thus, trade receivables do not bear interest.  Trade accounts receivables are periodically evaluated for collectability based on past credit history and their current financial condition. The Company’s allowance for doubtful accounts was $999,752 and $25,000 as of August 31, 2018 and 2017, respectively.

Inventory

Inventory

Inventories are stated at the lower of cost or net realizable value using the first-in first out (FIFO) method. The Company’s inventory consists of finished goods of $11,813,755 and $3,754,171 as of August 31, 2018 and 2017, respectively. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. The Company’s prepaid inventory was $11,019,374 and $780,345 and was included in prepaid expenses and other current assets as of August 31, 2018 and 2017, respectively.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of estimated useful life of the asset or the lease term, after the asset is placed in service. The estimated useful lives of the property and equipment are generally as follows: computer software acquired for internal use, three to seven years; computer equipment, two to three years; leasehold improvements, three to life of lease; and furniture and equipment, one to 7 years. Gains and losses from the retirement or disposition of property and equipment are included in operations in the period incurred.  Maintenance and repairs are expensed as incurred.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of certain of our financial instruments, including cash, receivables, other current assets, accounts payable, accrued compensation and employee benefits, other accrued liabilities and notes payable, approximate their carrying amounts because of the short-term maturity of these instruments.

Derivative Financial Instruments

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Monte Carlo simulation, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period.

Concentration of Risk

Concentration of Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Collateral is not required for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable. This allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. Receivables are written-off and charged against its recorded allowance when the Company has exhausted collection efforts without success. The Company’s losses related to collection of trade receivables have consistently been within management’s expectations. Due to these factors, no additional credit risk beyond amounts provided for collection losses, which the Company reevaluates on a monthly basis based on specific review of receivable agings and the period that any receivables are beyond the standard payment terms, is believed by management to be probable in the Company’s accounts receivable.

Although, the Company is directly affected by the overall financial condition of the cannabis industry, management does not believe significant credit risk exists as of August 31, 2018. The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance.

The Company purchases products from a small number of suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which would adversely affect results of operations; however, management believes that suitable replacement suppliers could be obtained in such an event.

Intangible Assets acquired through Business Combinations

Intangible Assets acquired through Business Combinations

Intangible assets, domain name, trademarks and non-compete agreements that are deemed to have a definite life are amortized over their estimated useful lives and intangible assets with an indefinite life are assessed for impairment at least annually. Quarterly, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Impairment Assessment

Impairment Assessment

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. There was no impairment of intangible assets, long-lived assets or goodwill during years ended August 31, 2018 and 2017.

Valuation of Business Combinations and Acquisition of Intangible Assets

Valuation of Business Combinations and Acquisition of Intangible Assets

The Company records intangible assets acquired in business combinations and acquisitions of intangible assets under the acquisition method of accounting. The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”). Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The Company then allocates the purchase price in excess of the fair value of the net tangible assets acquired to identifiable intangible assets, including purchased intangibles based on detailed valuations that use information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.

The Company uses the income approach, the relief from royalty method (both a market and income method), and the with and without method to determine the fair values of its purchased intangible assets. The Company uses the probability-weighted expected return method (an income approach) to determine the appropriate amount of contingent consideration to include in the purchase price for an acquisition. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected industry trends and expected product introductions by competitors. In arriving at the value. The Company bases the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and cannabis industry investment risk factors. For the intangible assets acquired, the Company used risk-adjusted discount rates ranging from 19% to 26% to discount its projected cash flows. The Company believes that the estimated purchased intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the projects.

The Company also used the income approach (probably weighted cash flow), as described above, to determine the estimated fair value of certain identifiable intangibles assets including domain names and tradenames. Domain names represent established relationships with customers, which provides a ready channel for the sale of additional products and services. Tradenames represent acquired product names that the Company intends to continue to utilize. The Company used the with and without method to ascertain the fair value of the non-competition agreement.

The Company estimates and records the Acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates the fair value of contingent consideration and recognizes any changes in the fair value in its consolidated statement of operations. The Company estimates of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the company’s estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. A portion of the contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the Company’s stockholders’ equity.

The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of certain tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company records intangible assets at historical cost. The Company amortizes its intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization is recorded over the estimated useful lives ranging from four to six years. The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. If the carrying value of an asset exceeds its undiscounted cash flows, the Company will write-down the carrying value of the intangible asset to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

Consistent with prior years, the Company conducted its annual impairment test of goodwill during the fourth quarter of fiscal 2018. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. The fair value of the reporting unit are estimated using market and discounted cash flow approaches. The estimate of fair value requires significant judgment. Any loss resulting from an impairment test would be reflected in operating income in the Company’s consolidated statements of income. The annual impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded.

Net Income (Loss) Per Share - Restated

Net Income (Loss) Per Share - Restated

The Company computes net income (loss) per common share under ASC Topic 260, Earnings per Share (“ASC 260”).  Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock.  Diluted net loss per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period.

Basic net income (loss) per common share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method. The effect of the contingent equity consideration relating to the acquisition of CMP is also factored into the calculation of dilutive securities.

The following table sets forth the calculation of basic and diluted net income (loss) per common share:

	August 31,			August 31,
	2018			2017
	(Restated)			(Restated)
Net income (loss)	$	(24,336,766	)	$	1,655,775
Weighted average common shares outstanding:
Basic		65,335,954			52,430,070
Net effect of dilutive options		-			1,258,653
Net effect of contingent equity consideration		-			4,740,960
Diluted		65,335,954			58,429,683
Net income (loss) per common share per share:
Basic	$	(0.37	)	$	0.03
Diluted	$	(0.37	)	$	0.03

Revenue Recognition

Revenue Recognition

It is the Company’s policy that revenues from product sales is recognized in accordance with ASC Topic 605 "Revenue Recognition" (“ASC 605”).  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 fixed nature in selling prices of the products delivered and the collectability of those amounts.  The Company has not implemented any specific rebate programs. Provisions for discounts to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.  During the years ended August 31, 2018 and 2017, the Company had provisions for sales discounts of $465,717 and $131,368, respectively. The Company has not established a formal customer incentive program but considers and accommodates discounts to certain customers on a case by case basis, including by way of example, for volume shipping or for certain new customers with orders over a specific discretionary dollar threshold. The Company classifies the reimbursement by customers of shipping and handling costs as revenue and the associated cost as cost of revenue.

Consistent with ASC 605, the Company considers factors such as historical return of products, estimated remaining shelf life, price changes from competitors, and introductions of competing products in establishing a refund allowance. The Company recognizes revenues as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured.   The Company defers any revenue for which the product was not 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.

Warranty Costs

Warranty Costs

The Company has not had any historical warranty related expenditures from the sales of its products, which if incurred would result in the return of any defective products by customers.

Share-based Compensation

Share-based Compensation

The Company accounts for its stock-based award in accordance with ASC Topic 718, Compensation (“ASC 718”), which requires fair value measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including restricted stock awards.  The Company estimates the fair value of stock using the stock price on the date of the approval of the award.  The fair value is then expensed over the requisite service periods of the awards, which is generally the vesting period and the related amount is recognized in the consolidated statements of operations.

Advertising

Advertising

The Company conducts advertising for the promotion of its products and services. In accordance with ASC Topic 720 Other expenses (“ASC 720”), advertising costs are charged to operations when incurred. Advertising costs were $753,196 and $193,457 for the fiscal years ended August 31, 2018 and 2017, respectively.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as ASC Topic 740, Income Taxes, (“ASC 740”) which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 that prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). The first step evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that we will sustain the position on audit, including resolution of related appeals or litigation processes. The second step measures the tax benefit as the largest amount more than 50% likely of being realized upon ultimate settlement. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended August 31, 2018 and 2017, nor were any interest or penalties accrued as of August 31, 2018 and 2017. To the extent the Company may accrue interest and penalties, it elects to recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase the total assets and the total liabilities that the Company will report relative to such amounts prior to adoption.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as modified by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard on September 1, 2018, using the modified retrospective approach. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.

Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

ACQUISITION OF CMP WELLNESS

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Business Combinations

Acquisition of CMP Wellness, LLC

On May 1, 2017, the Company entered into a merger agreement with Lancer West Enterprises, Inc. a California corporation, Walnut Ventures, a California corporation, Jason Manasse, an individual, and Theodore Nicols, an individual, pursuant to which each of Lancer West Enterprises, Inc. and Walnut Ventures were merged with and into Merger Sub, with Merger Sub as the surviving corporation, resulting in the Company’s indirect acquisition of CMP Wellness, LLC, a California limited liability company, which prior to the merger, was owned 100% by Lancer West Enterprises, Inc. and Walnut Ventures. CMP Wellness, LLC is a distributor of vaporizers, cartridges and accessories. See Note 3 for a further description of the CMP Wellness acquisition.

On July 16, 2018, the Company issued an aggregate of 3,740,960 Earnout Shares to CMP Wellness in accordance with the terms of the Merger Agreement.

Acquisition of Summit Innovations, LLC

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Business Combinations

Acquisition of Summit Innovations, LLC

On May 2, 2018, the Company completed its acquisition of Summit Innovations, LLC (“Summit”), a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), Summit merged with and into KCH Energy, LLC (“KCH”), a wholly-owned subsidiary of the Company, with KCH as the surviving entity. See Note 4 for a further description of the Summit acquisition.

Acquisition of Hybrid Creative, LLC

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Business Combinations

Acquisition of Hybrid Creative, LLC

On July 11, 2018, the Company completed its acquisition of Hybrid Creative, LLC (“Hybrid”), a specialist design agency. Pursuant to the terms of the Membership Interest Purchase Agreement (Agreement”) with the members of Zach Darling Creative Associates, LLC (“ZDCA”), parent of wholly-owned subsidiary, Hybrid, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA. See Note 5 for a further description of the Hybrid acquisition.

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NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Aug. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of voluntary change in accounting principle

	For the Year Ended August 31, 2018
	First Fiscal Quarter							Second Fiscal Quarter								Third Fiscal Quarter							Fourth Fiscal Quarter						Full Fiscal Year Ended August 31, 2018
	Prior to Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to  Change		Effect of Change (Restated)			Adjusted			Prior to  Change (Restated)		Effect of Change			Adjusted (Restated)		Prior to  Change (Restated)		Effect of Change		Adjusted (Restated)		Prior to Change (Restated)		Effect of Change			Adjusted (Restated)
Cost of goods sold		6,162,120		(192,522	)		5,969,598		7,450,732		(328,340	)		7,122,392			9,246,879		(233,321	)		9,013,558		16,635,137		-		16,635,137		39,494,868		(754,184	)		38,740,685
Gross profit		2,684,995		192,522			2,877,517		2,910,644		328,340			3,238,984			3,657,730		233,321			3,891,051		3,326,602		-		3,326,602		12,579,971		754,184			13,334,154
Total operating expenses		6,990,055		192,522			7,182,577		10,475,368		328,340			(10,803,708	)		12,783,337		233,321			13,016,658		9,606,909		-		9,606,909		39,855,669		754,184			40,609,853

	For the Year Ended August 31, 2017
	First Fiscal Quarter							Second Fiscal Quarter							Third Fiscal Quarter							Fourth Fiscal Quarter							Full Fiscal Year Ended August 31, 2017
	Prior to Change		Effect of  Change			Adjusted		Prior to  Change		Effect of  Change			Adjusted		Prior to  Change (Restated)		Effect of  Change			Adjusted (Restated)		Prior to  Change (Restated)		Effect of  Change			Adjusted (Restated)		Prior to Change (Restated)		Effect of  Change			Adjusted (Restated)
Cost of goods sold		1,637,652		(76,177	)		1,561,475		1,913,270		(139,908	)		1,773,362		3,156,290		(140,708	)		3,015,582		5,476,871		(188,129	)		5,288,742		12,184,083		(544,922	)		11,639,161
Gross profit		834,643		76,177			910,820		1,057,062		139,908			1,196,970		1,563,187		140,708			1,703,895		3,160,194		188,129			3,348,323		6,615,086		544,922			7,160,008
Total operating expenses		971,624		76,177			1,047,801		1,052,608		139,908			1,192,516		262,797		140,708			403,505		2,906,309		188,129			3,094,438		5,193,338		544,922			5,738,260

Schedule of basic and diluted earnings per share

	August 31,			August 31,
	2018			2017
	(Restated)			(Restated)
Net income (loss)	$	(24,336,766	)	$	1,655,775
Weighted average common shares outstanding:
Basic		65,335,954			52,430,070
Net effect of dilutive options		-			1,258,653
Net effect of contingent equity consideration		-			4,740,960
Diluted		65,335,954			58,429,683
Net income (loss) per common share per share:
Basic	$	(0.37	)	$	0.03
Diluted	$	(0.37	)	$	0.03

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RESTATEMENT (Tables)

12 Months Ended

Aug. 31, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of restated consolidated balance sheets and consolidated statements of operations

	August 31, 2018			Restatement Adjustment			August 31, 2018
		(As Reported)						(As Restated)
ASSETS
Current assets:
Cash	$	13,466,807		$	-		$	13,466,807
Accounts receivable, net of allowance		8,600,959			-			8,600,959
Prepaid expenses and other current assets		13,623,285			-			13,623,285
Inventory		11,813,755			-			11,813,755
Total current assets		47,504,806			-			47,504,806
Goodwill		49,564,325			2,703,028			52,267,353
Intangible assets, net		4,487,415			-			4,487,415
Deposits		250,296			-			250,296
Property and equipment, net		4,135,090			-			4,135,090
Total assets	$	105,941,932		$	2,703,028		$	108,644,960
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,821,839		$	-		$	2,821,839
Accrued expenses and other current liabilities		2,738,430			269,955			3,008,385
Contingent consideration payable		754,955			4,733,454			5,488,410
Notes payable - current portion		61,685			-			61,685
Line of credit - current portion		918,124			-			918,124
Total current liabilities		7,295,033			5,003,409			12,298,442
Long-term liabilities:
Notes payable		172,021			-			172,021
Warrant liability		14,430,000			-			14,430,000
Deferred rent		106,032			-			106,032
Total long-term liabilities		14,708,053			-			14,708,053
Total liabilities		22,003,086			5,003,409			27,006,495
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,273,124 shares issued and outstanding		78,273			-			78,273
Additional paid-in capital		94,666,689			10,251,202			104,917,891
Accumulated deficit		(10,806,116	)		(12,551,583	)		(23,357,699	)
Total stockholders’ equity		83,938,846			(2,300,381	)		81,638,465
Total liabilities and stockholders’ equity	$	105,941,932		$	2,703,028		$	108,644,960

	Year Ended August 31, 2018			Restatement Adjustment			Year Ended August 31, 2018
	(As Reported)						(As Restated)
Revenue	$	52,074,839		$	-		$	52,074,839
Cost of Goods Sold		38,740,685			-			38,740,685
Gross Profit		13,334,154			-			13,334,154
Operating Expenses:
Depreciation and amortization		1,017,164			-			1,017,164
Selling, general and administrative		24,700,610			-			24,700,610
Change in fair value of contingent consideration payable		-			14,137,894			14,137,895
Total Operating Expenses		25,717,774			14,137,894			39,855,669
Loss From Operations		(12,383,620	)		(14,137,894	)		(26,521,515	)
Other Income (Expenses)
Change in fair value of warrant liability		920,000			-			920,000
Other income (expense)		(21,920	)		-			(21,920	)
Interest expense		(276,361	)		-			(276,361	)
Total Other Income (Expenses)		621,719			-			621,719
Loss Before Income Taxes		(11,761,901	)		(14,137,894	)		(25,899,795	)
Provision for Income Taxes		(1,563,029	)		-			(1,563,029	)
Net Loss	$	(10,198,872	)	$	(14,137,894	)	$	(24,336,767	)
Basic Loss Per Share	$	(0.16	)				$	(0.37	)
Diluted Loss Per Share	$	(0.16	)				$	(0.37	)
Weighted Average Number of Common Shares Outstanding - Basic		65,335,954						65,335,954
Weighted Average Number of Common Shares Outstanding - Diluted		65,335,954						65,335,954

	August 31, 2017			Restatement Adjustment			August 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current Assets
Cash	$	916,984		$	-		$	916,984
Accounts receivable, net of allowance		1,695,303			-			1,695,303
Prepaid expenses and other current assets		1,625,689			-			1,625,689
Inventory		3,754,171			-			3,754,171
Total Current Assets		7,992,147			-			7,992,147
Goodwill		34,247,344			(1,258,265	)		32,989,080
Intangible assets, net		3,730,287			-			3,730,287
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		931,763			-			931,763
Total Assets	$	46,981,857		$	(1,258,265	)	$	45,723,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	1,039,889		$	-		$	1,039,889
Accrued expenses and other current liabilities		993,186			-			993,186
Contingent consideration payable		1,820,000			9,007,824			10,827,824
Notes payable - current portion		689,450			-			689,450
Total Current Liabilities		4,542,525			9,007,824			13,550,349
Long-Term Debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		34,513			-			34,513
Total Long-Term Liabilities		1,458,686			-			1,458,686
Total Liabilities		6,001,211			9,007,824			15,009,035
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,607,066 shares issued and outstanding		58,607			-			58,607
Additional paid-in capital		41,529,283			(11,852,400	)		29,676,883
Retained earnings (Accumulated deficit)		(607,244	)		1,586,311			979,067
Total stockholders' equity		40,980,646			(10,266,089	)		30,714,557
Total Liabilities and Stockholders’ Equity	$	46,981,857		$	(1,258,265	)	$	45,723,592

	Year Ended August 31,  2017			Restatement Adjustment			Year Ended August 31, 2017
	(As Reported)						(As Restated)
Net Revenue	$	18,799,169		$	-		$	18,799,169
Cost of Goods Sold		11,639,161			-			11,639,161
Gross Profit		7,160,008			-			7,160,008
Operating Expenses:
Depreciation and amortization		300,841			-			300,841
Selling, general and administrative		6,478,808			-			6,478,808
Change in fair value of contingent consideration payable		-			(1,586,311	)		(1,586,311	)
Total Operating Expenses		6,779,649			(1,586,311	)		5,193,338
Income From Operations		380,359			1,586,311			1,966,670
Other Income (Expenses)
Other income (expense)		(85,166	)		-			(85,166	)
Interest expense		(6,647	)		-			(6,647	)
Total Other Income (Expenses)		(91,813	)		-			(91,813	)
Income Before Income Taxes		288,546			1,586,311			1,874,857
Provision For Income Taxes		219,082			-			219,082
Net Income	$	69,464		$	1,586,311		$	1,655,775
Basic Income Per Share	$	0.00					$	0.03
Diluted Income Per Share	$	0.00					$	0.03
Weighted Average Number of Common Shares Outstanding - Basic		52,430,070						52,430,070
Weighted Average Number of Common Shares Outstanding - Diluted		58,429,683						58,429,683

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ACQUISITION OF CMP WELLNESS (Tables) - ACQUISITION OF CMP WELLNESS

12 Months Ended

Aug. 31, 2018

Business Acquisition [Line Items]

Schedule of total purchase price

	May 1, 2017 (As initially reported)		Measurement Period Adjustments (1)		August 31, 2017 (As adjusted)
Cash	$	1,500,000	$	-	$	1,500,000
Fair value of common shares issued to CMP members		19,500,000		-		19,500,000
Promissory notes		660,216		6,572		666,788
Estimated fair value contingent cash consideration		1,735,375				1,735,375
Estimated fair value contingent equity consideration		10,763,760				10,763,760
Total estimated acquisition consideration	$	34,159,351	$	6,572	$	34,165,923

(1) As of August 31, 2017, a measurement period adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

Schedule of allocation of the preliminary purchase price to the assets acquired and liabilities assumed

	May 1, 2017			Measurement Period			August 31, 2017
	(As initially reported)			Adjustments (1)			(As adjusted)
Accounts receivable	$	735,513		$	-		$	735,513
Inventory		655,970			-			655,970
Prepaid expenses		206,874			-			206,874
Fixed assets		1,737			-			1,737
Deposits		6,261			-			6,261
Deferred tax liability		-			(1,354,370	)		(1,354,370	)
Accounts payable and accrued liabilities		(105,124	)		6,572			(98,552	)
Total identifiable net assets		1,501,231			(1,347,798	)		153,433
Trade name		-			2,600,000			2,600,000
Non-compete		-			800,000			800,000
Goodwill		32,658,120			(2,045,630	)		30,612,490
Total fair value of consideration	$	34,159,351		$	6,572		$	34,165,923

(1) As of August 31, 2017, the Company allocated $2,600,000 and $800,000 to the trade name and non-compete, respectively. The Company also recorded a deferred tax liability of $1,354,370 associated with the CMP acquisition. An additional post-closing adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

Schedule of pro forma information

	For the Years Ended
	August 31,
	2017		2016
Net Revenue	$	25,672,583	$	11,375,944
Income from operations		3,241,245		488,886
Net income		2,407,679		431,033
Net income per common share:
Basic	$	0.06	$	0.01
Diluted	$	0.05	$	0.01

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Tables) - Summit acquisition

12 Months Ended

Aug. 31, 2018

Business Acquisition [Line Items]

Schedule of total purchase price

	May 2, 2018		Measurement Period			August 31, 2018
	(As initially reported)		Adjustments (1)			(As adjusted)
Cash	$	945,218	$	(39,987	)	$	905,231
Cash held back		500,000		(312,151	)		187,849
Fair value of common shares issued to Summit members		3,577,600		-			3,577,600
Fair value common shares held back		3,577,600		(761,521	)		2,816,079
Fair value contingent consideration payable in common shares		7,155,200		-			7,155,200
Total	$	15,755,618	$	(1,113,659	)	$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to a decrease cash held back from $500,000 to $187,849 and decrease cash, net of cash acquired, from $945,218 to $905,231.

Schedule of allocation of the preliminary purchase price to the assets acquired and liabilities assumed

	May 2, 2018				Measurement Period				August 31, 2018
		(As initially reported)				Adjustments (1)				(As adjusted)
Accounts receivable, net of allowance		$	470,670			$	(252,436	)		$	218,234
Prepaid expenses and other current assets			86,626				-				86,626
Inventory			237,000				-				237,000
Property and equipment, net			648,770				-				648,770
Accounts payable			(1,376,531	)			102,938				(1,273,593	)
Accrued expenses and other current liabilities			(358,035	)			-				(358,035	)
Notes payable			(986,816	)			-				(986,816	)
Total identifiable net assets			(1,278,317	)			43,359				(1,234,958	)
Non-compete			-				620,000				620,000
Goodwill			17,033,935				(1,584,162	)			15,449,773
Total fair value of consideration		$	15,755,618			$	(980,367	)		$	14,641,959

(1) As of August 31, 2018, the Company recorded measurement period adjustments to allocate $620,000 to the non-compete, decrease accounts receivable, net of allowance, from $470,670 to $218,234 and decrease accounts payable from $1,376,531 to $1,273,593.

Schedule of pro forma information

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	56,949,946		$	19,017,538
Net loss	$	(26,085,642	)	$	1,457,753
Loss per share:
Basic	$	(0.40	)	$	0.03
Diluted	$	(0.40	)	$	0.02

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ACQUISITION OF THE HYBRID CREATIVE, LLC (Tables) - ACQUISITION OF HYBRID CREATIVE, LLC

12 Months Ended

Aug. 31, 2018

Business Acquisition [Line Items]

Schedule of total purchase price

	August 31, 2018
Cash	$	847,186
Cash held back		82,106
Fair value of common shares issued to Hybrid members		1,879,200
Fair value of contingent cash consideration		450,000
Estimated fair value of contingent equity consideration		920,000
Total estimated acquisition consideration	$	4,178,492

Schedule of acquisition consideration

	August 31, 2018
Accounts receivable, net of allowance	$	33,145
Prepaid expenses and other current assets		756
Deposits		4,700
Accounts payable		(86,275	)
Accrued expenses and other current liabilities		(277,718	)
Notes payable		(234,616	)
Total identifiable net assets		(560,008	)
Non-compete		910,000
Goodwill		3,828,500
Total fair value of consideration	$	4,178,492

Schedule of pro forma information

	Year Ended			Year Ended
	August 31, 2018			August 31, 2017
	Unaudited			Unaudited
Total revenues	$	53,068,530		$	19,922,289
Net loss	$	(24,865,344	)	$	1,624,687
Loss per share:
Basic	$	(0.38	)	$	0.03
Diluted	$	(0.38	)	$	0.03

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Aug. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

	August 31,			August 31,
	2018			2017
Machinery and equipment	$	2,155,650		$	886,608
Vehicles		380,893			144,845
Office Equipment		385,627			118,387
Leasehold improvements		1,318,805			71,545
Gas Tanks - Summit		782,134			-
		5,023,109			1,221,385
Accumulated Depreciation		(888,019	)		(289,622	)
	$	4,135,090		$	931,763

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INTANGIBLE ASSETS AND GOODWILL (Tables)

12 Months Ended

Aug. 31, 2018

Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

			As of August 31, 2018							As of August 31, 2017
	Weighted
	Average
	Estimated		Gross							Gross
	Useful		Carrying		Accumulated			Net		Carrying		Accumulated			Net
Description	Life		Value		Amortization			Amount		Value		Amortization			Amount
Domain name		5 years	$	598,605	$	(166,530	)	$	432,075	$	589,284	$	(47,886	)	$	541,398
Trade name		6 years		2,600,000		(577,778	)		2,022,222		2,600,000		(144,444	)		2,455,556
Non-compete agreement		4 years		2,370,000		(336,882	)		2,033,118		800,000		(66,667	)		733,333
			$	5,568,605	$	(1,081,190	)	$	4,487,415	$	3,989,284	$	(258,997	)	$	3,730,287

Schedule of estimated remaining amortization expense

Year ended August 31,
2019	$	931,732
2020		931,732
2021		931,732
2022		931,732
2023		423,452
Thereafter		337,035
	$	4,487,415

Schedule of goodwill

	Goodwill (Restated)
Balance - August 31, 2016	$	2,376,589
CMP acquisition		30,612,490
Balance - August 31, 2017		32,989,079
Summit acquisition		15,449,773
Hybrid acquisition		3,828,500
Balance - August 31, 2018	$	52,267,352

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Aug. 31, 2018

Accrued Liabilities and Other Liabilities [Abstract]

Schedule of accrued liabilities

	August 31,		August 31,
	2018		2017
Customer deposits	$	768,908	$	319,492
Accrued compensation		992,747		245,975
Income tax payable		-		219,082
Credit card liabilities		234,780		142,157
Deferred revenue		105,917		-
Sales tax payable		432,491		17,182
Other accrued expenses		473,542		49,298
	$	3,008,385	$	993,186

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NOTES PAYABLE (Tables)

12 Months Ended

Aug. 31, 2018

Debt Disclosure [Abstract]

Schedule of notes payable

	Principal
Year ended August 31,	Due
2019	$	65,920
2020		47,990
2021		45,616
2022		47,422
2023		14,893
Thereafter		11,864
	$	233,705

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WARRANT LIABILITY (Tables)

12 Months Ended

Aug. 31, 2018

Warrant Liabilities [Abstract]

Schedule of estimated fair value of the warrants

	August 31,			August 31,
	2018			2017
Stock price volatility		78.1% - 81.1	%		N/A
Risk-free interest rates		2.72% - 2.74	%		N/A
Annual dividend yield		0	%		N/A
Term		3.8 - 4.0			N/A

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED (Tables)

12 Months Ended

Aug. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of fair value of financial instruments

	Fair Value at August 31, 2018 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	5,488,409	$	-	$	-	$	5,488,409
Warrant liability		14,430,000		-		-		14,430,000
Total liabilities	$	19,918,409	$	-	$	-	$	19,918,409

	Fair Value at August 31, 2017 (Restated)
	Total		Level 1		Level 2		Level 3
Liabilities:
Contingent consideration payable	$	10,827,824	$	-	$	-	$	10,827,824
Total liabilities	$	10,827,824	$	-	$	-	$	10,827,824

Schedule of fair value contingent acquisition liabilities

	Total
As of August 31, 2016	$	-
Acquisition of CMP		12,499,135
Change in Fair Value		(1,291,651	)
As of May 31, 2017		11,207,484
Change in Fair Value		(294,660	)
Cash Payment		(85,000	)
As of August 31, 2017		10,827,824
Change in Fair Value		4,456,502
Cash Payment		(85,000	)
As of November 30, 2017		15,199,326
Change in Fair Value		6,684,754
Cash Payment		(85,000	)
As of February 28, 2018		21,799,080
Change in Fair Value		7,041,229
Settled in shares - CMP		(26,217,509	)
Acquisition of Summit		7,155,200
As of May 31, 2018		9,778,000
Cash Payment		(1,650,000	)
Acquisition of Hybrid Creative		1,405,000
Change in Fair Value		(4,044,591	)
As of August 31, 2018	$	5,488,409

Schedule of warrant derivative liability

	Warrant Liability
Balance at August 31, 2017	$	-
Issuance		15,350,000
Adjustments to estimated fair value		(920,000	)
Balance at August 31, 2018	$	14,430,000

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STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Aug. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of assumptions used

	August 31,	August 31,
	2018	2017
Expected term in years	5.04 - 6.51	5.03 - 7.0
Expected volatility	64% - 79%	54% - 62%
Risk-free interest rate	1.70% - 2.94%	0.85% - 1.60%
Expected dividend yield	0%	0%

Schedule of stock option activity

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Stock			Exercise		Contractual		Intrinsic
	Options			Price		Term (in years)		Value
Balance Outstanding, August 31, 2016		2,039,000		$	0.57		5.2	$	2,283,680
Granted		3,940,000		$	2.29		9.6		-
Exercised		(232,500	)	$	1.02		-		-
Forfeited		(471,000	)	$	1.76		-		-
Balance Outstanding, August 31, 2017		5,275,500		$	1.73		8.0	$	917,610
Granted		7,177,500		$	4.55		9.4		-
Exercised		(1,145,485	)	$	0.52		-		-
Forfeited		(1,939,822	)	$	2.64		-		-
Balance Outstanding, August 31, 2018		9,367,693		$	3.85		9.1	$	14,463,235
Exercisable, August 31, 2018		2,461,642		$	1.04		8.0	$	15,105,325

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INCOME TAXES (Tables)

12 Months Ended

Aug. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of pre-tax income (loss)

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Pre-tax income (loss):	$	(25,899,796	)	$	1,874,857
Income (loss) before income taxes (benefit)	$	(25,899,796	)	$	1,874,857

Schedule of components of the provision for federal tax and state tax

	For the Year Ended August 31,
	2018			2017
Current
Federal tax	$	-		$	111,611
State tax		4,800			107,471
Total	$	4,800		$	219,082
Deferred
Federal tax		(1,190,387	)		-
State tax		(377,442	)		-
Total		(1,567,829	)		-
Total tax provision	$	(1,563,029	)	$	219,082

Schedule of net earnings before income taxes

	For the Year Ended August 31,
	2018			2017
	(As Restated)
Federal income tax/benefit attributable to:
Income tax provision at statutory rate	$	(6,561,281	)	$	699,887
Non-deductible entertainment		24,659			11,121
Penalties		5,553			7,310
Warrants		327,548			-
Change in fair value		233,067			-
State taxes, net of federal benefit		302,486			177,355
Stock-based and other compensation		342,098			126,734
Other		(139,828	)		-
Impact of the Tax Cuts and Jobs Act		(430,203	)		-
Reorganization costs		57,105			54,884
Change in Contingent Consideration Payable		3,581,129			(597,018	)
Less: valuation of allowance		694,638			-
Less: utilization of allowance		-			(261,160	)
Income tax expense (benefit)	$	(1,563,029	)	$	219,082

Schedule of net deferred tax assets and liabilities

	For the Year Ended August 31,
	2018			2017
Deferred tax assets
Net operating loss carry-forwards	$	1,562,807		$	-
Stock-based compensation		144,663			143,611
Issuance of restricted stock		-			58,683
	$	1,707,470		$	202,294
Valuation allowance		(694,638	)		-
	$	1,012,832		$	202,294
Deferred tax liabilities
Depreciation, amortization and other		(1,012,832	)		(1,596,386	)
		(1,012,832	)		(1,596,386	)
Net deferred tax asset (liability)	$	-		$	(1,394,092	)

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Aug. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum future commitments under non-cancelable operating leases and other obligations

Year ended August 31,
2019	$	1,892,186
2020		1,794,524
2021		1,723,981
2022		1,475,565
2023		832,544
	$	7,718,800

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QUARTERLY INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Aug. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Schedule of consolidated balance sheet and consolidated statements of operations

	May 31, 2017			Restatement Adjustment			May 31, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	726,692		$	-		$	726,692
Accounts receivable, net of allowance		1,561,117			-			1,561,117
Prepaid expenses and other current assets		1,186,885			-			1,186,885
Inventory		3,130,246			-			3,130,246
Total current assets		6,604,940			-			6,604,940
Goodwill		35,034,710			-			35,034,710
Intangible assets, net		1,086,863			-			1,086,863
Deposits		46,860			-			46,860
Property and equipment, net		928,483			-			928,483
Total assets	$	43,701,856		$	-		$	43,701,856
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,108,769		$	-		$	1,108,769
Accrued expenses and other current liabilities		644,437			-			644,437
Contingent consideration payable		-			9,472,109			9,472,109
Notes payable - current portion		682,406			-			682,406
Total current liabilities		2,435,612			9,472,109			11,907,721
Long-term debt
Notes payable		1,825,910			-			1,825,910
Total liabilities		4,261,522			9,472,109			13,733,631
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 58,280,739 shares issued and outstanding		58,281			-			58,281
Additional paid-in capital		40,210,306			(10,763,760	)		29,446,546
Accumulated deficit		(828,253	)		1,291,651			463,398
Total stockholders' equity		39,440,334			(9,472,109	)		29,968,225
Total liabilities and stockholder’s equity	$	43,701,856		$	-		$	43,701,856

	Three Months Ended May 31, 2017			Restatement Adjustment			Three Months Ended May 31, 2017			Nine Months Ended May 31, 2017			Restatement Adjustment			Nine Months Ended May 31, 2017
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Net Revenue	$	4,719,477		$	-		$	4,719,477		$	10,161,813		$	-		$	10,161,813
Cost of goods sold		3,156,290			-			3,156,290			6,706,272			-			6,706,272
Gross profit		1,563,187			-			1,563,187			3,455,541			-			3,455,541
Operating expenses
Depreciation and amortization		28,816			-			28,816			48,294			-			48,294
Stock compensation expense		259,417			-			259,417			522,226			-			522,226
Selling, general and administrative		1,266,215			-			1,266,215			3,008,134			-			3,008,134
Change in contingent consideration payable		-			(1,291,651	)		(1,291,651	)		-			(1,291,651	)		(1,291,651	)
Total operating expenses		1,554,448			(1,291,651	)		262,797			3,578,654			(1,291,651	)		2,287,003
Income (loss) from operations		8,739			1,291,651			1,300,390			(123,113	)		1,291,651			1,168,538
Other income (expenses)
Other income (expense)		-			-			-			(23,944	)		-			(23,944	)
Interest expense		(2,620	)		-			(2,620	)		(4,488	)		-			(4,488	)
Total other income (expenses)		(2,620	)		-			(2,620	)		(28,432	)		-			(28,432	)
Income (loss) before income taxes		6,119			1,291,651			1,297,770			(151,545	)		1,291,651			1,140,106
Provision for income taxes		-			-			-			-			-			-
Net income (loss)	$	6,119		$	1,291,651		$	1,297,770		$	(151,545	)	$	1,291,651		$	1,140,106
Basic income (loss) per share	$	0.00					$	0.03		$	(0.00	)				$	0.02
Diluted income (loss) per share	$	0.00					$	0.02		$	(0.00	)				$	0.02
Weighted average number of common shares outstanding - basic		51,805,930						51,805,930			50,458,416						51,805,930
Weighted average number of common shares outstanding - diluted		53,334,232						53,334,232			50,458,416						53,334,232

	November 30, 2017			Restatement Adjustment			November 30, 2017
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	5,549,431		$	-		$	5,549,431
Accounts receivable, net of allowance		2,764,713			-			2,764,713
Prepaid expenses and other current assets		3,146,759			-			3,146,759
Inventory		3,850,678			-			3,850,678
Total current assets		15,311,581			-			15,311,581
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,586,489			-			3,586,489
Deposits		50,235			-			50,235
Deferred tax asset		30,081			-			30,081
Property and equipment, net		924,872			-			924,872
Total assets	$	54,150,602		$	(1,258,265	)	$	52,892,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,889,378		$	-		$	1,889,378
Accrued expenses and other current liabilities		1,264,054			-			1,264,054
Contingent consideration payable		1,735,000			13,464,326			15,199,326
Notes payable - current portion		358,253			-			358,253
Line of credit - current portion		1,500,000			-			1,500,000
Total current liabilities		6,746,685			13,464,326			20,211,011
Long-term debt
Deferred tax liability		1,424,173			-			1,424,173
Notes payable		26,820			-			26,820
Total liabilities		8,197,678			13,464,326			21,662,004
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 60,006,178 shares issued and outstanding		60,006			-			60,006
Additional paid-in capital		43,841,497			(11,852,400	)		31,989,097
Stock payables		2,564,050			-			2,564,050
Accumulated deficit		(512,629	)		(2,870,191	)		(3,382,820	)
Total stockholders' equity		45,952,924			(14,722,591	)		31,230,333
Total liabilities and stockholders’ equity	$	54,150,602		$	(1,258,265	)	$	52,892,337

	Three Months Ended November 30, 2017			Restatement Adjustment			Three Months Ended November 30, 2017
	(As Reported)						(As Restated)
Net Revenue	$	8,847,115		$	-		$	8,847,115
Cost of goods sold		6,162,120			-			6,162,120
Gross profit		2,684,995			-			2,684,995
Operating expenses:
Depreciation and amortization		201,814			-			201,814
Stock compensation expense		381,743			-			381,743
Selling, general and administrative		1,949,995			-			1,949,995
Change in contingent consideration payable		-			4,456,503			4,456,503
Total operating expenses		2,533,552			4,456,503			6,990,055
Income from operations		151,443			(4,456,503	)		(4,305,060	)
Other income (expenses):
Interest expense		(2,413	)		-			(2,413	)
Total other income (expenses)		(2,413	)		-			(2,413	)
Income (loss) before income taxes		149,030			(4,456,503	)		(4,307,473	)
Provision for income taxes		54,415			-			54,415
Net income (loss)	$	94,615		$	(4,456,503	)	$	(4,361,888	)
Basic income (loss) per share	$	0.00					$	(0.07	)
Diluted income (loss) per share	$	0.00					$	(0.07	)
Weighted average number of common shares outstanding - basic		59,194,323						59,194,323
Weighted average number of common shares outstanding - diluted		65,908,368						59,194,323

  

	February 28, 2018			Restatement  Adjustment			February 28, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	7,059,922		$	-		$	7,059,922
Accounts receivable, net of allowance		3,896,196			-			3,896,196
Prepaid expenses and other current assets		4,204,253			-			4,204,253
Inventory		7,259,369			-			7,259,369
Total current assets		22,419,740			-			22,419,740
Goodwill		34,247,344			(1,258,265	)		32,989,079
Intangible assets, net		3,363,536			-			3,363,536
Deposits		191,423			-			191,423
Deferred tax asset		30,081			-			30,081
Property and equipment, net		1,077,160			-			1,077,160
Total assets	$	61,329,284		$	(1,258,265	)	$	60,071,019
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,161,169		$	-		$	3,161,169
Accrued expenses and other current liabilities		1,184,240			-			1,184,240
Contingent consideration payable		1,650,000			20,149,080			21,799,080
Notes payable - current portion		354,613			-			354,613
Line of credit - current portion		742,504			-			742,504
Total current liabilities		7,092,526			20,149,080			27,241,606
Long-term debt
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		27,447			-			27,447
Total liabilities		8,271,509			20,149,080			28,420,589
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 63,624,114 shares issued and outstanding		63,624			-			63,624
Additional paid-in capital		54,397,094			(11,852,400	)		42,544,694
Stock payables		30,000			-			30,000
Accumulated deficit		(1,432,943	)		(9,554,945	)		(10,987,888	)
Total stockholders' equity		53,057,775			(21,407,345	)		31,650,430
Total liabilities and stockholders’ equity	$	61,329,284		$	(1,258,265	)	$	60,071,019

	Three Months Ended February 28, 2018			Restatement Adjustment			Three Months Ended February 28, 2018			Six Months Ended February 28, 2018			Restatement Adjustment			Six Months Ended February 28, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	10,361,376		$	-		$	10,361,376		$	19,208,491		$	-		$	19,208,491
Cost of goods sold		7,450,732			-			7,450,732			13,612,854			-			13,612,854
Gross profit		2,910,644			-			2,910,644			5,595,637			-			5,595,637
Operating expenses
Depreciation and amortization		205,757			-			205,757			407,572			-			407,572
Stock compensation expense		1,026,928			-			1,026,928			1,408,671			-			1,408,671
Selling, general and administrative		2,557,929			-			2,557,929			4,507,921			-			4,507,921
Change in fair value of contingent consideration payable		-			6,684,754			6,684,754			-			11,141,257			11,141,257
Total operating expenses		3,790,614			6,684,754			10,475,368			6,324,164			11,141,257			17,465,421
Loss from operations		(879,970	)		(6,684,754	)		(7,564,724	)		(728,527	)		(11,141,257	)		(11,869,784	)
Other income (expenses)
Interest expense		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Total other income (expenses)		(28,581	)		-			(28,581	)		(30,994	)		-			(30,994	)
Loss before income taxes		(908,551	)		(6,684,754	)		(7,593,305	)		(759,521	)		(11,141,257	)		(11,900,778	)
Provision for income taxes		11,763			-			11,763			66,178			-			66,178
Net Loss	$	(920,314	)	$	(6,684,754	)	$	(7,605,068	)	$	(825,699	)	$	(11,141,257	)	$	(11,966,956	)
Basic loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Diluted loss per share	$	(0.01	)				$	(0.12	)	$	(0.01	)				$	(0.20	)
Weighted average number of common shares outstanding - basic		62,155,608						62,155,608			60,614,074						60,614,074
Weighted average number of common shares outstanding - diluted		62,155,608						62,155,608			60,614,074						60,614,074

	May 31, 2018			Restatement Adjustment			May 31, 2018
	(As Reported)						(As Restated)
ASSETS
Current assets
Cash	$	3,574,430		$	-		$	3,574,430
Accounts receivable, net of allowance		6,285,310			-			6,285,310
Prepaid expenses and other current assets		6,736,528			-			6,736,528
Inventory		10,059,200			-			10,059,200
Total current assets		26,655,468			-			26,655,468
Goodwill		51,281,279			(1,258,265	)		50,023,014
Intangible assets, net		3,175,583			-			3,175,583
Deposits		621,723			-			621,723
Deferred tax asset		30,081			-			30,081
Property and equipment, net		2,778,796			-			2,778,796
Total assets	$	84,542,930		$	(1,258,265	)	$	83,284,665
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	3,675,579		$	-		$	3,675,579
Accrued expenses and other current liabilities		2,494,794			500,000			2,994,794
Contingent consideration payable		2,150,000			7,628,000			9,778,000
Notes payable - current portion		145,413			-			145,413
Line of credit - current portion		2,433,907			-			2,433,907
Total current liabilities		10,899,693			8,128,000			19,027,693
Long-term liabilities:
Deferred tax liability		1,151,536			-			1,151,536
Notes payable		185,772			-			185,772
Total long-term liabilities		1,337,308			-			1,337,308
Total liabilities		12,237,001			8,128,000			20,365,001
Stockholders’ equity
Preferred stock, $0.001 par value, 10,0000,000 shares authorized, no shares issued and outstanding		-			-			-
Common stock, $0.001 par value, 265,000,000 shares authorized, 66,389,529 shares issued and outstanding		66,389			-			66,389
Additional paid-in capital		75,838,222			7,209,909			83,048,131
Accumulated deficit		(3,598,682	)		(16,596,174	)		(20,194,856	)
Total stockholders' equity		72,305,929			(9,386,265	)		62,919,664
Total liabilities and stockholders’ equity	$	84,542,930		$	(1,258,265	)	$	83,284,665

	Three Months  Ended May 31, 2018			Restatement Adjustment			Three Months Ended May 31, 2018			Nine Months Ended May 31, 2018			Restatement Adjustment			Nine Months Ended May 31, 2018
	(As Reported)						(As Restated)			(As Reported)						(As Restated)
Revenue	$	12,904,609		$	-		$	12,904,609		$	32,113,100		$	-		$	32,113,100
Cost of goods sold		9,246,879			-			9,246,879			22,859,731			-			22,859,731
Gross profit		3,657,730			-			3,657,730			9,253,369			-			9,253,369
Operating expenses
Depreciation and amortization		258,837			-			258,837			666,409			-			666,409
Stock compensation expense		495,897			-			495,897			1,904,568			-			1,904,568
Selling, general and administrative		4,987,374			-			4,987,374			9,495,295			-			9,495,295
Change in fair value of contingent consideration payable		-			7,041,229			7,041,229			-			18,182,485			18,182,485
Total operating expenses		5,742,108			7,041,229			12,783,337			12,066,272			18,182,485			30,248,757
Loss from operations		(2,084,378	)		(7,041,229	)		(9,125,607	)		(2,812,903	)		(18,182,485	)		(20,995,388	)
Other income (expenses)
Interest expense		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Total other income (expenses)		(81,362	)		-			(81,362	)		(112,357	)		-			(112,357	)
Loss before income taxes		(2,165,740	)		(7,041,229	)		(9,206,969	)		(2,925,260	)		(18,182,485	)		(21,107,745	)
Provision for income taxes		-			-			-			66,178			-			66,178
Net loss	$	(2,165,740	)	$	(7,041,229	)	$	(9,206,969	)	$	(2,991,438	)	$	(18,182,485	)	$	(21,173,923	)
Basic loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Diluted loss per share	$	(0.03	)				$	(0.14	)	$	(0.05	)				$	(0.34	)
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107
Weighted average number of common shares outstanding - basic		64,680,419						64,680,419			61,995,107						61,995,107

XML

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended								6 Months Ended	9 Months Ended		12 Months Ended
	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Feb. 28, 2017	Nov. 30, 2016	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Nature Of Business And Significant Accounting Policies [Line Items]
Cost of goods sold		$ 9,246,879	$ 7,450,732	$ 6,162,120		$ 3,156,290			$ 13,612,854	$ 22,859,731	$ 6,706,272	$ 38,740,685	[1]	$ 11,639,161	[1]
Gross profit		3,657,730	2,910,644	2,684,995		1,563,187			5,595,637	9,253,369	3,455,541	13,334,154	[1]	7,160,008	[1]
Total operating expenses		12,783,337	10,475,368	6,990,055		262,797			17,465,421	30,248,757	2,287,003	39,855,669	[1]	5,193,338	[1]
Prior to Change (Restated)
Nature Of Business And Significant Accounting Policies [Line Items]
Cost of goods sold	$ 16,635,137	9,246,879	7,450,732	6,162,120	$ 5,476,871	3,156,290	$ 1,913,270	$ 1,637,652	13,612,854	22,859,731	6,706,272	38,740,685		12,184,083
Gross profit	3,326,602	3,657,730	2,910,644	2,684,995	3,160,194	1,563,187	1,057,062	834,643	5,595,637	9,253,369	3,455,541	12,579,971		6,615,086
Total operating expenses	9,606,909	12,783,337	10,475,368	6,990,055	2,906,309	262,797	1,052,608	971,624	$ 6,324,164	$ 12,066,272	$ 3,578,654	39,855,669		5,193,338
Effect of Change
Nature Of Business And Significant Accounting Policies [Line Items]
Cost of goods sold	0	(233,321)	(328,340)	(192,522)	(188,129)	(140,708)	(139,908)	(76,177)				(754,184)		(544,922)
Gross profit	0	233,321	328,340	192,522	188,129	140,708	139,908	76,177				754,184		544,922
Total operating expenses	0	233,321	328,340	192,522	188,129	140,708	139,908	76,177				754,184		544,922
Adjusted (Restated)
Nature Of Business And Significant Accounting Policies [Line Items]
Cost of goods sold	16,635,137	9,013,558	7,122,392	5,969,598	5,288,742	3,015,582	1,773,362	1,561,475				38,740,685		11,639,161
Gross profit	3,326,602	3,891,051	3,238,984	2,877,517	3,348,323	1,703,895	1,196,970	910,820				13,334,154		7,160,008
Total operating expenses	$ 9,606,909	$ 13,016,658	$ (10,803,708)	$ 7,182,577	$ 3,094,438	$ 403,505	$ 1,192,516	$ 1,047,801				$ 40,609,853		$ 5,738,260

[1] As Restated

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NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted earnings per share (Details 1) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018	[1]	Aug. 31, 2017
Accounting Policies [Abstract]
Net income (loss)	$ (9,206,969)	$ (7,605,068)	$ (4,361,888)	$ 1,297,770	$ (11,966,956)	$ (21,173,923)	$ 1,140,106	$ (24,336,766)		$ 1,655,775	[1]
Weighted average common shares outstanding:
Basic (in shares)	64,680,419	62,155,608	59,194,323	51,805,930	60,614,074	61,995,107	51,805,930	65,335,954		52,430,070	[1]
Net effect of dilutive options (in shares)										1,258,653
Net effect of contingent equity consideration (in shares)										4,740,960
Diluted (in shares)	64,680,419	62,155,608	59,194,323	53,334,232	60,614,074	61,995,107	53,334,232	65,335,954		58,429,683	[1]
Net income (loss) per common share per share:
Basic (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.07)	$ 0.03	$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)		$ 0.03	[1]
Diluted (in dollars per share)	$ (0.14)	$ (0.12)	$ (0.07)	$ 0.02	$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)		$ 0.03	[1]

[1] As Restated

XML

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)		1 Months Ended	12 Months Ended
	Mar. 04, 2014 shares	Jul. 16, 2018 shares	Aug. 31, 2018 USD ($) Segment	Aug. 31, 2017 USD ($)	Jul. 23, 2018 USD ($)	May 01, 2017
Nature Of Business And Significant Accounting Policies [Line Items]
Amount of investment of promissory note payable to third party					$ 1,000,000
Percentage of equity interests					100.00%
Allowance for doubtful accounts			$ 999,752	$ 25,000
Inventory finished goods			11,813,755	3,754,171
Prepaid Inventory			$ 11,019,374	780,345
Property plant and equipment depreciation methods			straight-line method
Risk-adjusted discount rates			19% to 26
Number of operating segment | Segment			1
Number of Reportable Segments | Segment			1
Revenue Recognition provisions for sales discounts			$ 465,717	131,368
Advertising costs			$ 753,196	$ 193,457
Computer software
Nature Of Business And Significant Accounting Policies [Line Items]
Property plant and equipment estimated useful lives			three to seven years
Computer equipment
Nature Of Business And Significant Accounting Policies [Line Items]
Property plant and equipment estimated useful lives			two to three years
Leasehold improvements
Nature Of Business And Significant Accounting Policies [Line Items]
Property plant and equipment estimated useful lives			three to life of lease
Furniture and equipment
Nature Of Business And Significant Accounting Policies [Line Items]
Property plant and equipment estimated useful lives			one to 7 years
Lancer West Enterprises, Inc And Walnut Ventures
Nature Of Business And Significant Accounting Policies [Line Items]
Percentage of ownership interest owned						100.00%
Messrs. Manasse and Nicols | Earn-out Consideration
Nature Of Business And Significant Accounting Policies [Line Items]
Stock issued to CMP Wellness (in shares) | shares		3,740,960
KIM International Corporation (KIM)
Nature Of Business And Significant Accounting Policies [Line Items]
Shares exchanged | shares	10,000
Shares exchanged for common stock | shares	32,400,000

XML

RESTATEMENT (Details) - USD ($)		Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017	Aug. 31, 2016		Aug. 31, 2015
Current assets:
Cash		$ 13,466,807	[1]	$ 3,574,430	$ 7,059,922	$ 5,549,431	$ 916,984	[1]	$ 726,692	$ 1,027,003		$ 201,259
Accounts receivable, net of allowance		8,600,959	[1]	6,285,310	3,896,196	2,764,713	1,695,303	[1]	1,561,117
Prepaid expenses and other current assets		13,623,285	[1]	6,736,528	4,204,253	3,146,759	1,625,689	[1]	1,186,885
Inventory		11,813,755	[1]	10,059,200	7,259,369	3,850,678	3,754,171	[1]	3,130,246
Total current assets		47,504,806	[1]	26,655,468	22,419,740	15,311,581	7,992,147	[1]	6,604,940
Goodwill		52,267,352	[1]	50,023,014	32,989,079	32,984,079	32,989,079	[1]	35,034,710	2,376,589		2,376,589
Intangible assets, net		4,487,415	[1]	3,175,583	3,363,536	3,586,489	3,730,287	[1]	1,086,863
Deposits		250,296	[1]	621,723	191,423	50,235	50,235	[1]	46,860
Deferred tax asset				30,081	30,081	30,081	30,081	[1]
Property and equipment, net		4,135,090	[1]	2,778,796	1,077,160	924,872	931,763	[1]	928,483
Total assets		108,644,960	[1]	83,284,665	60,071,019	52,892,337	45,723,592	[1]	43,701,856
Current liabilities:
Accounts payable		2,821,839	[1]	3,675,579	3,161,169	1,889,378	1,039,889	[1]	1,108,769
Accrued expenses and other current liabilities		3,008,385	[1]	2,994,794	1,184,240	1,264,054	993,186	[1]	644,437
Contingent consideration payable		5,488,410	[1]	9,778,000	21,799,080	15,199,326	10,827,824	[1]	9,472,109
Notes payable - current portion		61,685	[1]	145,413	354,613	358,253	689,450	[1]	682,406
Line of credit - current portion		918,124	[1]	2,433,907	742,504	1,500,000
Total current liabilities		12,298,443	[1]	19,027,693	27,241,606	20,211,011	13,550,349	[1]	11,907,721
Long-term liabilities:
Deferred tax liability				1,151,536	1,151,536	1,424,173	1,424,173	[1]
Notes payable		172,021	[1]	185,772	27,447	26,820	34,513	[1]	1,825,910
Warrant liability	[1]	14,430,000
Deferred rent	[1]	106,032
Total long-term liabilities		14,708,053	[1]	1,337,308			1,458,686	[1]
Total liabilities		27,006,496	[1]	20,365,001	28,420,589	21,662,004	15,009,035	[1]	13,733,631
Stockholders' equity
Preferred stock			[1]					[1]
Common stock		78,273	[1]	66,389	63,624	60,006	58,607	[1]	58,281
Additional paid-in capital		104,917,891	[1]	83,048,131	42,544,694	31,989,097	29,676,883	[1]	29,446,546
Retained earnings (Accumulated deficit)		(23,357,699)	[1]	(20,194,856)	(10,987,888)	(3,382,820)	979,067	[1]	463,398
Total stockholders' equity		81,638,465	[1]	62,919,664	31,650,430	31,230,333	30,714,557	[1]	29,968,225	4,649,876	[1]	2,734,756
Total liabilities and stockholders? equity		108,644,960	[1]	83,284,665	60,071,019	52,892,337	45,723,592	[1]	43,701,856
As Reported
Current assets:
Cash		13,466,807		3,574,430	7,059,922	5,549,431	916,984		726,692
Accounts receivable, net of allowance		8,600,959		6,285,310	3,896,196	2,764,713	1,695,303		1,561,117
Prepaid expenses and other current assets		13,623,285		6,736,528	4,204,253	3,146,759	1,625,689		1,186,885
Inventory		11,813,755		10,059,200	7,259,369	3,850,678	3,754,171		3,130,246
Total current assets		47,504,806		26,655,468	22,419,740	15,311,581	7,992,147		6,604,940
Goodwill		49,564,325		51,281,279	34,247,344	34,247,344	34,247,344		35,034,710
Intangible assets, net		4,487,415		3,175,583	3,363,536	3,586,489	3,730,287		1,086,863
Deposits		250,296		621,723	191,423	50,235	50,235		46,860
Deferred tax asset				30,081	30,081	30,081	30,081
Property and equipment, net		4,135,090		2,778,796	1,077,160	924,872	931,763		928,483
Total assets		105,941,932		84,542,930	61,329,284	54,150,602	46,981,857		43,701,856
Current liabilities:
Accounts payable		2,821,839		3,675,579	3,161,169	1,889,378	1,039,889		1,108,769
Accrued expenses and other current liabilities		2,738,430		2,494,794	1,184,240	1,264,054	993,186		644,437
Contingent consideration payable		754,955		2,150,000	1,650,000	1,735,000	1,820,000
Notes payable - current portion		61,685		145,413	354,613	358,253	689,450		682,406
Line of credit - current portion		918,124		2,433,907	742,504	1,500,000
Total current liabilities		7,295,033		10,899,693	7,092,526	6,746,685	4,542,525		2,435,612
Long-term liabilities:
Deferred tax liability				1,151,536	1,151,536	1,424,173	1,424,173
Notes payable		172,021		185,772	27,447	26,820	34,513		1,825,910
Warrant liability		14,430,000
Deferred rent		106,032
Total long-term liabilities		14,708,053		1,337,308			1,458,686
Total liabilities		22,003,086		12,237,001	8,271,509	8,197,678	6,001,211		4,261,522
Stockholders' equity
Preferred stock
Common stock		78,273		66,389	63,624	60,006	58,607		58,281
Additional paid-in capital		94,666,689		75,838,222	54,397,094	43,841,497	41,529,283		40,210,306
Retained earnings (Accumulated deficit)		(10,806,116)		(3,598,682)	(1,432,943)	(512,629)	(607,244)		(828,253)
Total stockholders' equity		83,938,846		72,305,929	53,057,775	45,952,924	40,980,646		39,440,334
Total liabilities and stockholders? equity		105,941,932		84,542,930	61,329,284	54,150,602	46,981,857		43,701,856
Restatement Adjustment
Current assets:
Cash		0					0
Accounts receivable, net of allowance		0					0
Prepaid expenses and other current assets		0					0
Inventory		0					0
Total current assets		0					0
Goodwill		2,703,028		(1,258,265)	(1,258,265)	(1,258,265)	(1,258,265)			$ 2,376,589		$ 2,376,589
Intangible assets, net		0					0
Deposits		0					0
Deferred tax asset							0
Property and equipment, net		0					0
Total assets		2,703,028		(1,258,265)	(1,258,265)	(1,258,265)	(1,258,265)
Current liabilities:
Accounts payable		0					0
Accrued expenses and other current liabilities		269,955		500,000			0
Contingent consideration payable		4,733,454		7,628,000	20,149,080	13,464,326	9,007,824		9,472,109
Notes payable - current portion		0
Line of credit - current portion		0
Total current liabilities		5,003,409		8,128,000	20,149,080	13,464,326	9,007,824		9,472,109
Long-term liabilities:
Deferred tax liability							0
Notes payable		0					0
Warrant liability		0
Deferred rent		0
Total long-term liabilities		0					0
Total liabilities		5,003,409		8,128,000	20,149,080	13,464,326	9,007,824		9,472,109
Stockholders' equity
Preferred stock
Common stock		0					0
Additional paid-in capital		10,251,202		7,209,909	(11,852,400)	(11,852,400)	(11,852,400)		(10,763,760)
Retained earnings (Accumulated deficit)		(12,551,583)		(16,596,174)	(9,554,945)	(2,870,191)	1,586,311		1,291,651
Total stockholders' equity		(2,300,381)		(9,386,265)	(21,407,345)	(14,722,591)	(10,266,089)		$ (9,472,109)
Total liabilities and stockholders? equity		$ 2,703,028		$ (1,258,265)	$ (1,258,265)	$ (1,258,265)	$ (1,258,265)

[1] As Restated

XML

RESTATEMENT (Parentheticals) (Details) - $ / shares	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.001	[1]	$ 0.001	$ 0.001	$ 0.001	$ 0.001	[1]	$ 0.001
Preferred stock, shares authorized	100,000,000	[1]	10,000,000	10,000,000	10,000,000	100,000,000	[1]	10,000,000
Preferred stock, shares issued	0	[1]	0	0	0	0	[1]	0
Preferred stock, shares outstanding	0	[1]	0	0	0	0	[1]	0
Common stock, par value (in dollars per share)	$ 0.001	[1]	$ 0.001	$ 0.001	$ 0.001	$ 0.001	[1]	$ 0.001
Common stock, shares authorized	265,000,000	[1]	265,000,000	265,000,000	265,000,000	265,000,000	[1]	265,000,000
Common stock, shares issued	78,273,124	[1]	66,389,529	63,624,114	60,006,178	58,607,066	[1]	58,280,739
Common stock, shares outstanding	78,273,124	[1]	66,389,529	63,624,114	60,006,178	58,607,066	[1]	58,280,739
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.001					$ 0.001
Preferred stock, shares authorized	100,000,000					10,000,000
Preferred stock, shares issued	0					0
Preferred stock, shares outstanding	0					0
Common stock, par value (in dollars per share)	$ 0.001					$ 0.001
Common stock, shares authorized	265,000,000					265,000,000
Common stock, shares issued	78,273,124					58,607,066
Common stock, shares outstanding	78,273,124					58,607,066
Restatement Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.001					$ 0.001
Preferred stock, shares authorized	100,000,000					10,000,000
Preferred stock, shares issued	0					0
Preferred stock, shares outstanding	0					0
Common stock, par value (in dollars per share)	$ 0.001					$ 0.001
Common stock, shares authorized	265,000,000					265,000,000
Common stock, shares issued	78,273,124					58,607,066
Common stock, shares outstanding	78,273,124					58,607,066

[1] As Restated

XML

RESTATEMENT (Details 1) - USD ($)		3 Months Ended								6 Months Ended	9 Months Ended		12 Months Ended
		Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Feb. 28, 2017	Nov. 30, 2016	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Income Statement [Abstract]
Revenue			$ 12,904,609	$ 10,361,376	$ 8,847,115		$ 4,719,477			$ 19,208,491	$ 32,113,100	$ 10,161,813	$ 52,074,839	[1]	$ 18,799,169	[1]
Cost of Goods Sold			9,246,879	7,450,732	6,162,120		3,156,290			13,612,854	22,859,731	6,706,272	38,740,685	[1]	11,639,161	[1]
Gross Profit			3,657,730	2,910,644	2,684,995		1,563,187			5,595,637	9,253,369	3,455,541	13,334,154	[1]	7,160,008	[1]
Operating Expenses:
Depreciation and amortization			258,837	205,757	201,814		28,816			407,572	666,409	48,294	1,017,164	[1]	300,841	[1]
Selling, general and administrative			4,987,374	2,557,929	1,949,995		1,266,215			4,507,921	9,495,295	3,008,134	24,700,610	[1]	6,478,808	[1]
Change in fair value of contingent consideration payable	[1]												14,137,895		(1,586,311)
Total Operating Expenses			12,783,337	10,475,368	6,990,055		262,797			17,465,421	30,248,757	2,287,003	39,855,669	[1]	5,193,338	[1]
Income (loss) From Operations		$ 12,897,317	(9,125,607)	(7,564,724)	(4,305,060)	$ 2,844,176	1,300,390	$ 1,192,516	$ 1,047,801	(11,869,784)	(20,995,388)	1,168,538	(26,521,515)	[1]	1,966,670	[1]
Other Income (Expenses)
Change in fair value of warrant liability	[1]												920,000
Other income (expense)												(23,944)	(21,920)	[1]	(85,166)	[1]
Interest expense			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(4,488)	(276,360)	[1]	(6,647)	[1]
Total Other Income (Expenses)			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(28,432)	621,720	[1]	(91,813)	[1]
Income (loss) before income taxes			(9,206,969)	(7,593,305)	(4,307,473)		1,297,770			(11,900,778)	(21,107,745)	1,140,106	(25,899,795)	[1]	1,874,857	[1]
Provision for Income Taxes				11,763	54,415		0			66,178	66,178		(1,563,029)	[1]	219,082	[1]
Net Income (Loss)			$ (9,206,969)	$ (7,605,068)	$ (4,361,888)		$ 1,297,770			$ (11,966,956)	$ (21,173,923)	$ 1,140,106	$ (24,336,766)	[1]	$ 1,655,775	[1]
Net income (loss) per common share per share:
Basic Income (Loss) Per Share (in dollars per share)			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.03			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Diluted Income (Loss) Per Share (in dollars per share)			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.02			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Weighted Average Number of Common Shares Outstanding - Basic (in shares)			64,680,419	62,155,608	59,194,323		51,805,930			60,614,074	61,995,107	51,805,930	65,335,954	[1]	52,430,070	[1]
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)			64,680,419	62,155,608	59,194,323		53,334,232			60,614,074	61,995,107	53,334,232	65,335,954	[1]	58,429,683	[1]
As Reported
Income Statement [Abstract]
Revenue			$ 12,904,609	$ 10,361,376	$ 8,847,115		$ 4,719,477			$ 19,208,491	$ 32,113,100	$ 10,161,813	$ 52,074,839		$ 18,799,169
Cost of Goods Sold		16,635,137	9,246,879	7,450,732	6,162,120	5,476,871	3,156,290	1,913,270	1,637,652	13,612,854	22,859,731	6,706,272	38,740,685		12,184,083
Gross Profit		3,326,602	3,657,730	2,910,644	2,684,995	3,160,194	1,563,187	1,057,062	834,643	5,595,637	9,253,369	3,455,541	12,579,971		6,615,086
Operating Expenses:
Depreciation and amortization			258,837	205,757	201,814		28,816			407,572	666,409	48,294	1,017,164		300,841
Selling, general and administrative			4,987,374	2,557,929	1,949,995		1,266,215			4,507,921	9,495,295	3,008,134	24,700,610		6,478,808
Change in fair value of contingent consideration payable													0		0
Total Operating Expenses		9,606,909	12,783,337	10,475,368	6,990,055	2,906,309	262,797	1,052,608	971,624	6,324,164	12,066,272	3,578,654	39,855,669		5,193,338
Income (loss) From Operations		$ 12,897,317	(2,084,378)	(879,970)	151,443	2,656,047	8,739	1,052,608	971,624	(728,527)	(2,812,903)	(123,113)	(12,383,620)		380,359
Other Income (Expenses)
Change in fair value of warrant liability													920,000
Other income (expense)												(23,944)	(21,920)		(85,166)
Interest expense			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(4,488)	(276,361)		(6,647)
Total Other Income (Expenses)			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(28,432)	621,719		(91,813)
Income (loss) before income taxes			(2,165,740)	(908,551)	149,030		6,119			(759,521)	(2,925,260)	(151,545)	(11,761,901)		288,546
Provision for Income Taxes				11,763	54,415		0			66,178	66,178		(1,563,029)		219,082
Net Income (Loss)			$ (2,165,740)	$ (920,314)	$ 94,615		$ 6,119			$ (825,699)	$ (2,991,438)	$ (151,545)	$ (10,198,872)		$ 69,464
Net income (loss) per common share per share:
Basic Income (Loss) Per Share (in dollars per share)			$ (0.03)	$ (0.01)	$ 0.00		$ 0.00			$ (0.01)	$ (0.05)	$ (0.00)	$ (0.16)		$ 0.00
Diluted Income (Loss) Per Share (in dollars per share)			$ (0.03)	$ (0.01)	$ 0.00		$ 0.00			$ (0.01)	$ (0.05)	$ (0.00)	$ (0.16)		$ 0.00
Weighted Average Number of Common Shares Outstanding - Basic (in shares)			64,680,419	62,155,608	59,194,323		51,805,930			60,614,074	61,995,107	50,458,416	65,335,954		52,430,070
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)			64,680,419	62,155,608	65,908,368		53,334,232			60,614,074	61,995,107	50,458,416	65,335,954		58,429,683
Effect of Change
Income Statement [Abstract]
Revenue													$ 0		$ 0
Cost of Goods Sold						(188,129)		(139,908)	(76,177)				0		0
Gross Profit						188,129		139,908	76,177				0		0
Operating Expenses:
Depreciation and amortization													0		0
Selling, general and administrative													0		0
Change in fair value of contingent consideration payable													14,137,894		(1,586,311)
Total Operating Expenses			$ 7,041,229	$ 6,684,754	$ 4,456,503		$ 1,291,651			$ 11,141,257	$ 18,182,485	$ 1,291,651	14,137,894		(1,586,311)
Income (loss) From Operations			(7,041,229)		(4,456,503)	$ 188,129	1,291,651	$ 139,908	$ 76,177	(11,141,257)	(18,182,485)	1,291,651	(14,137,894)		1,586,311
Other Income (Expenses)
Other income (expense)													0		0
Interest expense													0		0
Total Other Income (Expenses)													0		0
Income (loss) before income taxes			(7,041,229)		(4,456,503)		1,291,651			(11,141,257)	(18,182,485)	1,291,651	(14,137,894)		1,586,311
Provision for Income Taxes							0								0
Net Income (Loss)			$ (7,041,229)		$ (4,456,503)		$ 1,291,651			$ (11,141,257)	$ (18,182,485)	$ 1,291,651	$ (14,137,894)		$ 1,586,311

[1] As Restated

XML

ACQUISITION OF CMP WELLNESS - Acquisition consideration (Details) - USD ($)			3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
		May 01, 2017	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2017
Business Acquisition [Line Items]
Estimated fair value contingent cash consideration			$ 7,041,229	$ 6,684,754	$ 4,456,503	$ (1,291,651)	$ 11,141,257	$ 18,182,485	$ (1,291,651)
Restatement Adjustment
Business Acquisition [Line Items]
Estimated fair value contingent cash consideration			$ 7,041,229	$ 6,684,754	$ 4,456,503	$ (1,291,651)	$ 11,141,257	$ 18,182,485	$ (1,291,651)
CMP Wellness
Business Acquisition [Line Items]
Cash		$ 1,905,000								$ 1,500,000
Fair value of common shares issued to CMP members										19,500,000
Promissory notes										666,788
Estimated fair value contingent cash consideration										1,735,375
Estimated fair value contingent equity consideration										10,763,760
Total estimated acquisition consideration										34,165,923
CMP Wellness | As Reported
Business Acquisition [Line Items]
Cash		1,500,000
Fair value of common shares issued to CMP members		19,500,000
Promissory notes		660,216
Estimated fair value contingent cash consideration		1,735,375
Estimated fair value contingent equity consideration		10,763,760
Total estimated acquisition consideration		$ 34,159,351
CMP Wellness | Restatement Adjustment
Business Acquisition [Line Items]
Cash	[1]									0
Fair value of common shares issued to CMP members	[1]									0
Promissory notes	[1]									6,572
Total estimated acquisition consideration	[1]									$ 6,572

[1] As of August 31, 2017, a measurement period adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

XML

ACQUISITION OF CMP WELLNESS - Acquisition consideration (Parentheticals) (Details) - CMP Wellness - USD ($)			12 Months Ended
		May 01, 2017	Aug. 31, 2017
Business Acquisition [Line Items]
Promissory notes			$ 666,788
As Reported
Business Acquisition [Line Items]
Promissory notes		$ 660,216
Restatement Adjustment
Business Acquisition [Line Items]
Promissory notes	[1]		$ 6,572

[1] As of August 31, 2017, a measurement period adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

XML

ACQUISITION OF CMP WELLNESS (Details 1) - USD ($)		Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017	May 01, 2017	Aug. 31, 2016	Aug. 31, 2015
Business Acquisition [Line Items]
Accounts receivable		$ 8,600,959	[1]	$ 6,285,310	$ 3,896,196	$ 2,764,713	$ 1,695,303	[1]	$ 1,561,117
Inventory		11,813,755	[1]	10,059,200	7,259,369	3,850,678	3,754,171	[1]	3,130,246
Prepaid expenses		13,623,285	[1]	6,736,528	4,204,253	3,146,759	1,625,689	[1]	1,186,885
Deposits		250,296	[1]	621,723	191,423	50,235	50,235	[1]	46,860
Deferred tax liability				(1,151,536)	(1,151,536)	(1,424,173)	(1,424,173)	[1]
Goodwill		52,267,352	[1]	50,023,014	32,989,079	32,984,079	32,989,079	[1]	35,034,710		$ 2,376,589	$ 2,376,589
As Reported
Business Acquisition [Line Items]
Accounts receivable		8,600,959		6,285,310	3,896,196	2,764,713	1,695,303		1,561,117
Inventory		11,813,755		10,059,200	7,259,369	3,850,678	3,754,171		3,130,246
Prepaid expenses		13,623,285		6,736,528	4,204,253	3,146,759	1,625,689		1,186,885
Deposits		250,296		621,723	191,423	50,235	50,235		46,860
Deferred tax liability				(1,151,536)	(1,151,536)	(1,424,173)	(1,424,173)
Goodwill		49,564,325		51,281,279	34,247,344	34,247,344	34,247,344		$ 35,034,710
Restatement Adjustment
Business Acquisition [Line Items]
Accounts receivable		0					0
Inventory		0					0
Prepaid expenses		0					0
Deposits		0					0
Deferred tax liability							0
Goodwill		$ 2,703,028		$ (1,258,265)	$ (1,258,265)	$ (1,258,265)	(1,258,265)				$ 2,376,589	$ 2,376,589
ACQUISITION OF CMP WELLNESS
Business Acquisition [Line Items]
Accounts receivable							735,513
Inventory							655,970
Prepaid expenses							206,874
Fixed assets							1,737
Deposits							6,261
Deferred tax liability							(1,354,370)
Accounts payable and accrued liabilities							(98,552)
Total identifiable net assets							153,433
Trade name							2,600,000
Non-compete							800,000
Goodwill							30,612,490
Total fair value of consideration							34,165,923
ACQUISITION OF CMP WELLNESS | As Reported
Business Acquisition [Line Items]
Accounts receivable										$ 735,513
Inventory										655,970
Prepaid expenses										206,874
Fixed assets										1,737
Deposits										6,261
Deferred tax liability										0
Accounts payable and accrued liabilities										(105,124)
Total identifiable net assets										1,501,231
Trade name										0
Non-compete										0
Goodwill										32,658,120
Total fair value of consideration										$ 34,159,351
ACQUISITION OF CMP WELLNESS | Restatement Adjustment
Business Acquisition [Line Items]
Accounts receivable	[2]						0
Inventory	[2]						0
Prepaid expenses	[2]						0
Fixed assets	[2]						0
Deposits	[2]						0
Deferred tax liability	[2]						(1,354,370)
Accounts payable and accrued liabilities	[2]						(6,572)
Total identifiable net assets	[2]						(1,347,798)
Trade name	[2]						2,600,000
Non-compete	[2]						800,000
Goodwill	[2]						(2,045,630)
Total fair value of consideration	[2]						$ 6,572

[1] As Restated

[2] As of August 31, 2017, the Company allocated $2,600,000 and $800,000 to the trade name and non-compete, respectively. The Company also recorded a deferred tax liability of $1,354,370 associated with the CMP acquisition. An additional post-closing adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

XML

ACQUISITION OF CMP WELLNESS (Parentheticals) (Details 1) - USD ($)		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 01, 2017
Business Acquisition [Line Items]
Deferred tax liability		$ 1,151,536	$ 1,151,536	$ 1,424,173	$ 1,424,173	[1]
As Reported
Business Acquisition [Line Items]
Deferred tax liability		$ 1,151,536	$ 1,151,536	$ 1,424,173	1,424,173
Restatement Adjustment
Business Acquisition [Line Items]
Deferred tax liability					0
ACQUISITION OF CMP WELLNESS
Business Acquisition [Line Items]
Trade name					2,600,000
Non-compete					800,000
Deferred tax liability					1,354,370
Post-closing adjustment					98,552
Promissory notes					666,788
ACQUISITION OF CMP WELLNESS | As Reported
Business Acquisition [Line Items]
Trade name							$ 0
Non-compete							0
Deferred tax liability							0
Post-closing adjustment							105,124
Promissory notes							$ 660,216
ACQUISITION OF CMP WELLNESS | Restatement Adjustment
Business Acquisition [Line Items]
Trade name	[2]				2,600,000
Non-compete	[2]				800,000
Deferred tax liability	[2]				1,354,370
Post-closing adjustment	[2]				$ 6,572

[1] As Restated

[2] As of August 31, 2017, the Company allocated $2,600,000 and $800,000 to the trade name and non-compete, respectively. The Company also recorded a deferred tax liability of $1,354,370 associated with the CMP acquisition. An additional post-closing adjustment of $6,572 was recorded, which resulted in an increase of the promissory notes from $660,216 to $666,788.

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ACQUISITION OF CMP WELLNESS (Details 2) - USD ($)	3 Months Ended								6 Months Ended	9 Months Ended		12 Months Ended
	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Feb. 28, 2017	Nov. 30, 2016	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018	[1]	Aug. 31, 2017		Aug. 31, 2016
Business Acquisition [Line Items]
Income from operations	$ 12,897,317	$ (9,125,607)	$ (7,564,724)	$ (4,305,060)	$ 2,844,176	$ 1,300,390	$ 1,192,516	$ 1,047,801	$ (11,869,784)	$ (20,995,388)	$ 1,168,538	$ (26,521,515)		$ 1,966,670	[1]
CMP Wellness
Business Acquisition [Line Items]
Net Revenue														25,672,583		$ 11,375,944
Income from operations														3,241,245		488,886
Net income														$ 2,407,679		$ 431,033
Net income per common share:
Basic (in dollars per share)														$ 0.06		$ 0.01
Diluted (in dollars per share)														$ 0.05		$ 0.01

[1] As Restated

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ACQUISITION OF CMP WELLNESS (Detail Textuals) - USD ($)		1 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	May 01, 2017	Jul. 16, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Business Acquisition [Line Items]
Estimated fair value contingent cash consideration			$ 7,041,229	$ 6,684,754	$ 4,456,503	$ (1,291,651)	$ 11,141,257	$ 18,182,485	$ (1,291,651)
Number of stock issued to investor in exchange for cash										5,901,859		1,776,250
Contingent consideration payable			9,778,000	21,799,080	15,199,326	$ 9,472,109	21,799,080	9,778,000	$ 9,472,109	$ 5,488,410	[1]	$ 10,827,824	[1]
As Reported
Business Acquisition [Line Items]
Contingent consideration payable			$ 2,150,000	$ 1,650,000	$ 1,735,000		$ 1,650,000	$ 2,150,000		$ 754,955		1,820,000
Lancer West Enterprises, Inc And Walnut Ventures
Business Acquisition [Line Items]
Percentage of ownership interest owned	100.00%
CMP Wellness
Business Acquisition [Line Items]
Cash consideration, aggregated in cash	$ 1,905,000											1,500,000
Unsecured promissory note principal amount	$ 770,820
Number of aggregate restricted shares	7,800,000
Estimated fair value contingent cash consideration												1,735,375
Number of stock issued to investor in exchange for cash	4,740,960
Amount of working capital adjustments	$ 104,032
Unsecured promissory notes payable increase (decrease)	$ 666,788
Estimated fair value contingent equity consideration												$ 10,763,760
Market price on acquisition date	$ 2.50
CMP Wellness | As Reported
Business Acquisition [Line Items]
Cash consideration, aggregated in cash	$ 1,500,000
Estimated fair value contingent cash consideration	1,735,375
Estimated fair value contingent equity consideration	10,763,760
Revision estimated fair value contingent equity consideration	11,682,775
Contingent consideration payable	$ 1,735,375
Messrs. Manasse and Nicols | Earn-out Consideration
Business Acquisition [Line Items]
Aggregate amount of earnout shares		3,740,960

[1] As Restated

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Details) - Acquisition of Summit Innovations, LLC - USD ($)		Aug. 31, 2018	May 02, 2018
Business Acquisition [Line Items]
Cash		$ 905,231	$ 187,849
Cash held back		187,849
Fair value of common shares issued to Summit members		3,577,600
Fair value common shares held back		2,816,079
Fair value contingent consideration payable in common shares		7,155,200
Total		14,641,959
As Reported
Business Acquisition [Line Items]
Cash			945,218
Cash held back			500,000
Fair value of common shares issued to Summit members			3,577,600
Fair value common shares held back			3,577,600
Fair value contingent consideration payable in common shares			7,155,200
Total			$ 15,755,618
Measurement Period Adjustments
Business Acquisition [Line Items]
Cash	[1]	(39,987)
Cash held back	[1]	(312,151)
Fair value of common shares issued to Summit members	[1]	0
Fair value common shares held back	[1]	(761,521)
Fair value contingent consideration payable in common shares	[1]	0
Total	[1]	$ (1,113,659)

[1] As of August 31, 2018, the Company recorded measurement period adjustments to a decrease cash held back from $500,000 to $187,849 and decrease cash, net of cash acquired, from $945,218 to $905,231.

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Parentheticals) (Details) - Acquisition of Summit Innovations, LLC - USD ($)	Aug. 31, 2018	May 02, 2018
Business Acquisition [Line Items]
Cash	$ 905,231	$ 187,849
Cash held back	$ 187,849
As Reported
Business Acquisition [Line Items]
Cash		945,218
Cash held back		$ 500,000

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Details 1) - USD ($)		Aug. 31, 2018		May 31, 2018	May 02, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017	Aug. 31, 2016	Aug. 31, 2015
Business Acquisition [Line Items]
Goodwill		$ 52,267,352	[1]	$ 50,023,014		$ 32,989,079	$ 32,984,079	$ 32,989,079	[1]	$ 35,034,710	$ 2,376,589	$ 2,376,589
As Reported
Business Acquisition [Line Items]
Goodwill		49,564,325		51,281,279		34,247,344	34,247,344	34,247,344		$ 35,034,710
Measurement Period Adjustments
Business Acquisition [Line Items]
Goodwill		2,703,028		$ (1,258,265)		$ (1,258,265)	$ (1,258,265)	$ (1,258,265)			$ 2,376,589	$ 2,376,589
Acquisition of Summit Innovations, LLC
Business Acquisition [Line Items]
Accounts receivable, net of allowance		218,234
Prepaid expenses and other current assets		86,626
Inventory		237,000
Property and equipment, net		648,770
Accounts payable		(1,273,593)
Accrued expenses and other current liabilities		(358,035)
Notes payable		(986,816)
Total identifiable net assets		(1,234,958)
Non-compete		620,000
Goodwill		15,449,773
Total fair value of consideration		14,641,959
Acquisition of Summit Innovations, LLC | As Reported
Business Acquisition [Line Items]
Accounts receivable, net of allowance					$ 470,670
Prepaid expenses and other current assets					86,626
Inventory					237,000
Property and equipment, net					648,770
Accounts payable					(1,376,531)
Accrued expenses and other current liabilities					(358,035)
Notes payable					(986,816)
Total identifiable net assets					(1,278,317)
Non-compete					0
Goodwill					17,033,935
Total fair value of consideration					$ 15,755,618
Acquisition of Summit Innovations, LLC | Measurement Period Adjustments
Business Acquisition [Line Items]
Accounts receivable, net of allowance	[2]	(252,436)
Prepaid expenses and other current assets	[2]	0
Inventory	[2]	0
Property and equipment, net	[2]	0
Accounts payable	[2]	102,938
Accrued expenses and other current liabilities	[2]	0
Notes payable	[2]	0
Total identifiable net assets	[2]	43,359
Non-compete	[2]	620,000
Goodwill	[2]	(1,584,162)
Total fair value of consideration	[2]	$ (980,367)

[1] As Restated

[2] As of August 31, 2018, the Company recorded measurement period adjustments to allocate $620,000 to the non-compete, decrease accounts receivable, net of allowance, from $470,670 to $218,234 and decrease accounts payable from $1,376,531 to $1,080,736.

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ACQUISITION OF SUMMIT INNOVATIONS, LLC - Acquisition consideration (Parentheticals) (Details 2) - Acquisition of Summit Innovations, LLC - USD ($)		Aug. 31, 2018	May 02, 2018
Business Acquisition [Line Items]
Non-compete		$ 620,000
Accounts receivable, net of allowance		218,234
Accounts payable		(1,273,593)
As Reported
Business Acquisition [Line Items]
Non-compete			$ 0
Accounts receivable, net of allowance			470,670
Accounts payable			$ (1,376,531)
Restatement Adjustment
Business Acquisition [Line Items]
Non-compete	[1]	620,000
Accounts receivable, net of allowance	[1]	(252,436)
Accounts payable	[1]	$ 102,938

[1] As of August 31, 2018, the Company recorded measurement period adjustments to allocate $620,000 to the non-compete, decrease accounts receivable, net of allowance, from $470,670 to $218,234 and decrease accounts payable from $1,376,531 to $1,080,736.

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Details 3) - Acquisition of Summit Innovations, LLC - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Business Acquisition [Line Items]
Total revenues	$ 56,949,946	$ 19,017,538
Net loss	$ (26,085,642)	$ 1,457,753
Loss per share:
Basic (in dollars per share)	$ (0.40)	$ 0.03
Diluted (in dollars per share)	$ (0.40)	$ 0.02

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ACQUISITION OF SUMMIT INNOVATIONS, LLC (Detail Textuals) - Acquisition of Summit Innovations, LLC - USD ($)	May 02, 2018	Aug. 31, 2018
Business Acquisition [Line Items]
Cash consideration, aggregated in cash	$ 905,231
Share consideration held back period	15 months
Cash	$ 187,849	$ 905,231
Total purchase price	$ 5.59
Common Stock
Business Acquisition [Line Items]
Aggregate shares common stock (in shares)	1,280,000
Company stock (in shares)	640,000
Common Stock | Earn-out Consideration
Business Acquisition [Line Items]
Maximum earn out consideration of common stock shares to be entitled to members	1,280,000

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ACQUISITION OF THE HYBRID CREATIVE, LLC (Details) - ACQUISITION OF HYBRID CREATIVE, LLC - USD ($)		12 Months Ended
	Jul. 11, 2018	Aug. 31, 2018
Business Acquisition [Line Items]
Cash	$ 485,000	$ 847,186
Cash held back		82,106
Fair value of common shares issued to Hybrid members		1,879,200
Fair value of contingent cash consideration		450,000
Estimated fair value of contingent equity consideration		920,000
Total estimated acquisition consideration		$ 4,178,492

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ACQUISITION OF THE HYBRID CREATIVE, LLC (Details 1) - USD ($)	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]	May 31, 2017	Aug. 31, 2016	Aug. 31, 2015
Business Acquisition [Line Items]
Goodwill	$ 52,267,352	[1]	$ 50,023,014	$ 32,989,079	$ 32,984,079	$ 32,989,079		$ 35,034,710	$ 2,376,589	$ 2,376,589
ACQUISITION OF HYBRID CREATIVE, LLC
Business Acquisition [Line Items]
Accounts receivable, net of allowance	33,145
Prepaid expenses and other current assets	756
Deposits	4,700
Accounts payable	(86,275)
Accrued expenses and other current liabilities	(277,718)
Notes payable	(234,616)
Total identifiable net assets	(560,008)
Non-compete	910,000
Goodwill	3,828,500
Total estimated acquisition consideration	$ 4,178,492

[1] As Restated

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ACQUISITION OF THE HYBRID CREATIVE, LLC (Details 2) - ACQUISITION OF HYBRID CREATIVE, LLC - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Business Acquisition [Line Items]
Total revenues	$ 53,068,530	$ 19,922,289
Net loss	$ (24,865,344)	$ 1,624,687
Loss per share:
Basic (in dollars per share)	$ (0.38)	$ 0.03
Diluted (in dollars per share)	$ (0.38)	$ 0.03

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ACQUISITION OF THE HYBRID CREATIVE, LLC (Detail Textuals) - USD ($)		12 Months Ended
	Jul. 11, 2018	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]	May 31, 2017
Business Acquisition [Line Items]
Contingent earn out consideration realized		$ 5,488,410	[1]	$ 9,778,000	$ 21,799,080	$ 15,199,326	$ 10,827,824		$ 9,472,109
ACQUISITION OF HYBRID CREATIVE, LLC
Business Acquisition [Line Items]
Cash consideration, aggregated in cash	$ 485,000	847,186
Cash held back and share consideration		$ 82,106
Aggregate shares common stock (in shares)	212,858	360,000
Common stock from Share Consideration held back (in shares)		162,000
Market price on acquisition date	$ 5.22
Notes payable		$ 234,616

[1] As Restated

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CONCENTRATIONS OF RISK (Detail Textuals)	12 Months Ended
	Aug. 31, 2018 Vendor Customer	Aug. 31, 2017 Vendor Customer
Purchase | Supplier Concentration Risk
Concentration Risk [Line Items]
Number of vendors | Vendor	2	2
Concentration risk description	two vendors accounted for approximately 56% and 22%, respectively, of total inventory purchases	two vendors accounted for approximately 56% and 22%, respectively, of total inventory purchases
Concentration risk, percentage	56.00%	22.00%
Revenue | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk description	no customers which represented over 10% of the Company's revenues.	no customers which represented over 10% of the Company's revenues.
Concentration risk, percentage	10.00%	10.00%
Number of customer | Customer	0	0

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RELATED-PARTY TRANSACTIONS (Detail Textuals) - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Related Party Transactions [Abstract]
Rent payment to related parties	$ 214,760	$ 202,800

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PROPERTY AND EQUIPMENT - Major classes of fixed assets (Details) - USD ($)	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 5,023,109					$ 1,221,385
Accumulated Depreciation	(888,019)					(289,622)
Property, plant and equipment, net	4,135,090	[1]	$ 2,778,796	$ 1,077,160	$ 924,872	931,763	[1]	$ 928,483
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,155,650					886,608
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	380,893					144,845
Office Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	385,627					118,387
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,318,805					$ 71,545
Gas Tanks - Summit
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 782,134

[1] As Restated

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PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 401,250	$ 177,139

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INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 5,568,605	$ 3,989,284
Accumulated Amortization	(1,081,190)	(258,997)
Net Amount	$ 4,487,415	$ 3,730,287
Domain name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average estimated useful life	5 years	5 years
Gross Carrying Value	$ 598,605	$ 589,284
Accumulated Amortization	(166,530)	(47,886)
Net Amount	$ 432,075	$ 541,398
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average estimated useful life	6 years	6 years
Gross Carrying Value	$ 2,600,000	$ 2,600,000
Accumulated Amortization	(577,778)	(144,444)
Net Amount	$ 2,022,222	$ 2,455,556
Non-compete agreement
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average estimated useful life	4 years	4 years
Gross Carrying Value	$ 2,370,000	$ 800,000
Accumulated Amortization	(336,882)	(66,667)
Net Amount	$ 2,033,118	$ 733,333

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INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($)	Aug. 31, 2018	Aug. 31, 2017
Year ended August 31,
2019	$ 931,732
2020	931,732
2021	931,732
2022	931,732
2023	423,452
Thereafter	337,035
Amortization expense	$ 4,487,415	$ 3,730,287

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INTANGIBLE ASSETS AND GOODWILL (Details 2) - USD ($)		12 Months Ended
		Aug. 31, 2018		Aug. 31, 2017
Goodwill [Roll Forward]
Balance		$ 32,989,079	[1]	$ 2,376,589
Balance	[1]	52,267,352		32,989,079
Restatement Adjustment
Goodwill [Roll Forward]
Balance		(1,258,265)		2,376,589
Balance		2,703,028		(1,258,265)
Summit acquisition
Goodwill [Roll Forward]
Acquisition		15,449,773
CMP Wellness
Goodwill [Roll Forward]
Acquisition				$ 30,612,490
Acquisition of Hybrid Creative, LLC
Goodwill [Roll Forward]
Acquisition		$ 3,828,500

[1] As Restated

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INTANGIBLE ASSETS AND GOODWILL (Detail Textuals) - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 822,193	$ 258,997

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017
Accrued Liabilities And Other Liabilities Current [Abstract]
Customer deposits	$ 768,908					$ 319,492
Accrued compensation	992,747					245,975
Income tax payable	0					219,082
Credit card liabilities	234,780					142,157
Deferred revenue	105,917					0
Sales tax payable	432,491					17,182
Other accrued expenses	473,542					49,298
Accrued expenses and other current liabilities	$ 3,008,385	[1]	$ 2,994,794	$ 1,184,240	$ 1,264,054	$ 993,186	[1]	$ 644,437

[1] As Restated

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NOTES PAYABLE - Automobile Contracts Payable (Details)	Aug. 31, 2018 USD ($)
Debt Disclosure [Abstract]
2019	$ 65,920
2020	47,990
2021	45,616
2022	47,422
2023	14,893
Thereafter	11,864
Total	$ 233,705

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NOTES PAYABLE (Detail Textuals) - USD ($)		12 Months Ended
	May 01, 2017	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]	May 31, 2017
Debt Instrument [Line Items]
Notes payable, current		$ 61,685	[1]	$ 145,413	$ 354,613	$ 358,253	$ 689,450		$ 682,406
CMP Wellness
Debt Instrument [Line Items]
Unsecured promissory note	$ 770,820
Amount of working capital adjustments	104,032
Unsecured promissory notes payable increase (decrease)	$ 666,788
CMP Wellness | Unsecured promissory notes
Debt Instrument [Line Items]
Unsecured promissory note		770,820
Amount of working capital adjustments		104,032
Unsecured promissory notes payable increase (decrease)		$ 666,788
Maturity date of promissory notes		May 01, 2018
Interest rate		1.15%
CMP Wellness | Automobile Contracts Payable | Vehicles
Debt Instrument [Line Items]
Percentage of average interest rate		4.00%

[1] As Restated

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LOAN AGREEMENT (Detail Textuals) - Loan and Security Agreement (the "Loan Agreement") - Kim International Corporation - Gerber Finance Inc., as lender ("Gerber") - Secured revolving credit facility (the "Revolving Line") - USD ($)		1 Months Ended
	Mar. 08, 2018	Nov. 16, 2017	Aug. 31, 2018	Nov. 06, 2017
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 4,000,000			$ 2,000,000
Fair value of amount outstanding			$ 918,124
Percentage of threshold maximum borrowing capacity		85.00%
Maturity date		Nov. 06, 2019
Margin added in interest rate		3.00%
Letters of credit, maximum percentage of inventory	40.00%
Letters of credit, maximum percentage of accounts receivable	50.00%

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WARRANT LIABILITY (Details) - Monte Carlo option pricing model	Aug. 31, 2018 StockPrice_per_share
Stock price volatility | Maximum
Credit Derivatives [Line Items]
Measurement input	81.1
Stock price volatility | Minimum
Credit Derivatives [Line Items]
Measurement input	78.1
Risk-free interest rates | Maximum
Credit Derivatives [Line Items]
Measurement input	2.74
Risk-free interest rates | Minimum
Credit Derivatives [Line Items]
Measurement input	2.72
Annual dividend yield
Credit Derivatives [Line Items]
Measurement input	0
Expected term (years) | Maximum
Credit Derivatives [Line Items]
Term of outstanding warrant liabilities	4 years
Expected term (years) | Minimum
Credit Derivatives [Line Items]
Term of outstanding warrant liabilities	3 years 9 months 18 days

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WARRANT LIABILITY (Detail Textuals)	12 Months Ended
	Aug. 31, 2018 USD ($) StockPrice_per_share	Aug. 31, 2017 USD ($)	Jun. 30, 2018 USD ($) StockPrice_per_share shares
Derivative warrant liability
Credit Derivatives [Line Items]
Number of warrants issued | shares			3,750,000
Estimated fair value of outstanding warrant liabilities	$ 14,430,000	$ 0	$ 15,350,000
Term of outstanding warrant liabilities			5 years
Changes in derivative liability	920,000	$ 0
Transaction costs	$ 1,215,460
Stock price | Monte Carlo option pricing model | Derivative warrant liability
Credit Derivatives [Line Items]
Measurement input | StockPrice_per_share			5.56
Volatility | Monte Carlo option pricing model | Derivative warrant liability
Credit Derivatives [Line Items]
Measurement input			78.1
Risk-free rate | Monte Carlo option pricing model | Derivative warrant liability
Credit Derivatives [Line Items]
Measurement input			2.74
Annual dividend yield | Monte Carlo option pricing model
Credit Derivatives [Line Items]
Measurement input | StockPrice_per_share	0
Annual dividend yield | Monte Carlo option pricing model | Derivative warrant liability
Credit Derivatives [Line Items]
Measurement input			0
Expected life | Monte Carlo option pricing model | Derivative warrant liability
Credit Derivatives [Line Items]
Term of outstanding warrant liabilities			4 years

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED (Details) - Recurring - USD ($)	Aug. 31, 2018	Aug. 31, 2017
Liabilities
Contingent cash consideration payable	$ 5,488,409	$ 10,827,824
Warrant liability	14,430,000
Total liabilities	19,918,409	10,827,824
Level 1
Liabilities
Contingent cash consideration payable	0	0
Warrant liability	0
Total liabilities	0	0
Level 2
Liabilities
Contingent cash consideration payable	0	0
Warrant liability	0
Total liabilities	0	0
Level 3
Liabilities
Contingent cash consideration payable	5,488,409	10,827,824
Warrant liability	14,430,000
Total liabilities	$ 19,918,409	$ 10,827,824

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED (Details 1) - USD ($)	3 Months Ended					9 Months Ended	12 Months Ended
	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Aug. 31, 2018	Aug. 31, 2017
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Begining balance	$ 10,278,000	$ 21,799,080	$ 15,199,326	$ 10,827,824	$ 9,472,109	$ 0	$ 10,827,824	$ 0
Ending balance	5,083,395	10,278,000	21,799,080	15,199,326	10,827,824	9,472,109	5,083,395	10,827,824
Contingent consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Begining balance	9,778,000	21,799,080	15,199,326	1,820,000	11,207,484	0	1,820,000	0
Acquisition of CMP						12,499,135
Change in Fair Value	(4,044,591)	7,041,229	6,684,754	4,456,502	(294,660)	(1,291,651)
Cash Payment	(1,650,000)		(85,000)	(85,000)	(85,000)		(754,955)
Settled in shares - CMP		(26,217,509)					(1,820,000)	(85,000)
Acquisition of Summit		7,155,200
Acquisition of Hybrid Creative	1,405,000
Ending balance	$ 754,955	$ 9,778,000	$ 21,799,080	$ 15,199,326	$ 1,820,000	$ 11,207,484	$ 754,955	$ 1,820,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED (Details 2) - Warrant Liability	12 Months Ended
	Aug. 31, 2018 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at August 31, 2017	$ 0
Issuance	15,350,000
Adjustments to estimated fair value	(920,000)
Balance at August 31, 2018	$ 14,430,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RESTATED (Detail Textuals) - Discount rate - Percent	Aug. 31, 2018	Aug. 31, 2017
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted-average of discount rates	17
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted-average of discount rates		26
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted-average of discount rates		19

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STOCKHOLDERS' EQUITY - Schedule of assumptions used (Details)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 15 days	5 years 11 days
Expected volatility	64.00%	54.00%
Risk-free interest rate	1.70%	0.85%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years 6 months 4 days	7 years
Expected volatility	79.00%	62.00%
Risk-free interest rate	2.94%	1.60%

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STOCKHOLDERS' EQUITY - Stock option activity (Detail 1) - USD ($)	12 Months Ended
	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2016
No. of Options
Balance Outstanding	5,275,500	2,039,000
Granted	7,177,500	3,940,000
Exercised	(1,145,485)	(232,500)
Forfeited	(1,939,822)	(471,000)
Balance Outstanding	9,367,693	5,275,500	2,039,000
Exercisable	2,461,642
Weighted Average Exercise Price
Balance Outstanding	$ 1.73	$ 0.57
Granted	4.55	2.29
Exercised	0.52	1.02
Forfeited	2.64	1.76
Balance Outstanding	3.85	$ 1.73	$ 0.57
Exercisable	$ 1.04
Weighted Average Remaining Contractual Term Outstanding	9 years 1 month 6 days	8 years	5 years 2 months 12 days
Weighted Average Remaining Contractual Term Granted	9 years 4 months 24 days	9 years 7 months 6 days
Weighted Average Remaining Contractual Term Exercisable	8 years
Aggregate Intrinsic Value, Balance Outstanding	$ 14,463,235	$ 917,610	$ 2,283,680
Aggregate Intrinsic Value Exercisable	$ 1,510,532

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STOCKHOLDERS' EQUITY (Detail Textuals) - USD ($)			12 Months Ended
	Jun. 12, 2018	Jun. 07, 2018	Aug. 31, 2018		Aug. 31, 2017		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017
Stockholders Equity [Line Items]
Preferred stock, shares authorized			100,000,000	[1]	100,000,000	[1]	10,000,000	10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)			$ 0.001	[1]	$ 0.001	[1]	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares issued			0	[1]	0	[1]	0	0	0	0
Preferred stock, shares outstanding			0	[1]	0	[1]	0	0	0	0
Common stock, shares authorized			265,000,000	[1]	265,000,000	[1]	265,000,000	265,000,000	265,000,000	265,000,000
Common stock, par value (in dollars per share)			$ 0.001	[1]	$ 0.001	[1]	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued			78,273,124	[1]	58,607,066	[1]	66,389,529	63,624,114	60,006,178	58,280,739
Common stock, shares outstanding			78,273,124	[1]	58,607,066	[1]	66,389,529	63,624,114	60,006,178	58,280,739
Number of stock issued to investor in exchange for cash			5,901,859		1,776,250
Value of stock issued to investor in exchange for cash			$ 16,424,723		$ 3,024,897
Gross proceeds from offering	$ 36,000,000
Net proceeds after deducting placement agent fees and estimated offering expense	$ 33,000,000
Securities purchase agreement (the "Purchase Agreement") | Certain accredited investors (the "Purchasers")
Stockholders Equity [Line Items]
Common stock, par value (in dollars per share)		$ 0.001
Issuance of common stock and warrants for cash, net of offering costs (in shares)		7,500,000
Number of warrants to purchase common stock		3,750,000
Warrant exercise price for per share of common stock		$ 5.28
Combined per share purchase price		$ 4.80
Term of warrant exercisable		5 years

[1] As Restated

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STOCKHOLDERS' EQUITY (Detail Textuals 1) - USD ($)		3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of stock issued to consultants for services rendered									$ 4,858,905		$ 671,437
Total value of stock issued to consultants for services rendered and prepaid services	[1]										671,437
Share-based Compensation		$ 495,897	$ 1,026,928	$ 381,743	$ 259,417	$ 1,408,671	$ 1,904,568	$ 522,226	$ 3,585,533	[1]	$ 943,125	[1]
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued to consultants for services rendered									499,724		305,097
Total value of stock issued to consultants for services rendered and prepaid services											$ 305
Share-based Compensation									$ 500

[1] As Restated

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STOCKHOLDERS' EQUITY (Detail Textuals 2) - USD ($)		12 Months Ended
		Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term		9 years 1 month 6 days	8 years	5 years 2 months 12 days
Number of shares issued		7,177,500	3,940,000
Weighted-average grant-date fair value of options granted		$ 2.85	$ 0.92
Value of common shares issued on exercise of option	[1]	$ 612,347	$ 219,000
Forfeiture rate		22.00%	33.00%
2016 Stock Incentive Plan (the Plan)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		15,000,000
Share-based payment award vesting period		3 years
Weighted average remaining contractual term		10 years
Number of shares issued		7,177,500	3,940,000
Unrecognized compensation cost related to non-vested share		$ 14,327,739	$ 1,878,144
Weighted-average period, cost expected to be recognized		1 year 3 months 18 days	1 year 10 months 24 days
Fair value of shares vested		$ 6,798,993	$ 527,572
Cashless exercise of stock options			17,500
Additional number of shares issued			10,557
Value of common shares issued on exercise of option		$ 612,347	$ 219,000
Number of common shares issued on exercise of option		1,181,072	215,000

[1] As Restated

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INCOME TAXES (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Income Tax Disclosure [Abstract]
Pre-tax income (loss):								$ (25,899,796)		$ 1,874,857
Income (loss) before income taxes (benefit)	$ (9,206,969)	$ (7,593,305)	$ (4,307,473)	$ 1,297,770	$ (11,900,778)	$ (21,107,745)	$ 1,140,106	$ (25,899,795)	[1]	$ 1,874,857	[1]

[1] As Restated

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INCOME TAXES (Details 1) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Feb. 28, 2018	Nov. 30, 2017	May 31, 2017	Feb. 28, 2018	May 31, 2018	Aug. 31, 2018		Aug. 31, 2017
Federal Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal tax						$ 0		$ 111,611
State tax						4,800		107,471
Total						4,800		219,082
Deferred
Federal tax						(1,190,387)		0
State tax						(377,442)		0
Total						(1,567,829)		0
Total tax provision	$ 11,763	$ 54,415	$ 0	$ 66,178	$ 66,178	$ (1,563,029)	[1]	$ 219,082	[1]

[1] As Restated

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INCOME TAXES (Details 2) - USD ($)		12 Months Ended
		Aug. 31, 2018	Aug. 31, 2017
Federal income tax/benefit attributable to:
Income tax provision at statutory rate	[1]	$ (6,561,281)	$ 699,887
Non-deductible entertainment	[1]	24,659	11,121
Penalties	[1]	5,553	7,310
Warrants	[1]	327,548	0
Change in fair value	[1]	233,067	0
State taxes, net of federal benefit	[1]	302,486	177,355
Stock-based and other compensation	[1]	342,098	126,734
Other	[1]	(139,828)	0
Imapct of the Tax Cuts and Jobs Act	[1]	(430,203)	0
Reorganization costs	[1]	57,105	54,884
Change in Contingent Consideration Payable	[1]	3,581,129	(597,018)
Less: valuation of allowance	[1]	694,638	0
Less: utilization of allowance	[1]	0	(261,160)
Income tax expense (benefit)	[1]	$ (1,563,029)	$ 219,082

[1] As Restated

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INCOME TAXES (Details 3) - USD ($)	Aug. 31, 2018	Aug. 31, 2017
Deferred tax assets
Net operating loss carry-forwards	$ 1,562,807	$ 0
Stock-based compensation	144,663	143,611
Issuance of restricted stock	0	58,683
Deferred tax assets	1,707,470	202,294
Valuation allowance	(694,638)	0
Deferred tax assets, net	1,012,832	202,294
Deferred tax attributable to:
Depreciation, amortization and other	(1,012,832)	(1,596,386)
Net deferred tax liability	(1,012,832)	(1,596,386)
Net deferred tax asset (liability)	$ 0	$ (1,394,092)

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INCOME TAXES (Detail Textuals) - USD ($)		12 Months Ended
		Aug. 31, 2018	Aug. 31, 2017
Income Tax Disclosure [Line Items]
Imapct of the Tax Cuts and Jobs Act	[1]	$ (430,203)	$ 0
Federal net operating loss carryforward		7,441,937
State net operating loss carryforward		$ 4,575,430
Percentage of valuation reserved		100.00%
2018
Income Tax Disclosure [Line Items]
Federal income tax rate		25.33%
2019
Income Tax Disclosure [Line Items]
Federal income tax rate		21.00%

[1] As Restated

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COMMITMENTS AND CONTINGENCIES (Details)	Aug. 31, 2018 USD ($)
Minimum future commitments under non-cancelable operating leases and other obligations
2019	$ 1,892,186
2020	1,794,524
2021	1,723,981
2022	1,475,565
2023	832,544
Total minimum future commitments under non-cancelable operating leases	$ 7,718,800

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COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($)			1 Months Ended	12 Months Ended
	May 01, 2017	Apr. 01, 2016	Aug. 31, 2016	Aug. 31, 2018	Aug. 31, 2017
Operating Leased Assets [Line Items]
Monthly payments				$ 214,760	$ 202,800
Operating leases, rental expense, retail and warehouse space				1,179,890	$ 398,802
Lease expires on August 1, 2022 | Minimum
Operating Leased Assets [Line Items]
Monthly payments				24,480
Lease expires on August 1, 2022 | Maximum
Operating Leased Assets [Line Items]
Monthly payments				28,379
Lease expires in January 2019 | Minimum
Operating Leased Assets [Line Items]
Monthly payments	$ 4,031
Lease expires in January 2019 | Maximum
Operating Leased Assets [Line Items]
Monthly payments	$ 4,143
Lease commenced on July 15, 2016 and expires on January 31, 2020 | Minimum
Operating Leased Assets [Line Items]
Monthly payments		$ 14,985
Lease commenced on July 15, 2016 and expires on January 31, 2020 | Maximum
Operating Leased Assets [Line Items]
Monthly payments		$ 16,022
Lease runs through March 31, 2020 | Minimum
Operating Leased Assets [Line Items]
Monthly payments			$ 4,800
Lease runs through March 31, 2020 | Maximum
Operating Leased Assets [Line Items]
Monthly payments			$ 7,300
Lease expires in August 31, 2023 | Minimum
Operating Leased Assets [Line Items]
Monthly payments				43,621
Lease expires in August 31, 2023 | Maximum
Operating Leased Assets [Line Items]
Monthly payments				50,569
Lease expires in April 2022 | Minimum
Operating Leased Assets [Line Items]
Monthly payments				34,551
Lease expires in April 2022 | Maximum
Operating Leased Assets [Line Items]
Monthly payments				37,754
Lease expires in May 2021 | Minimum
Operating Leased Assets [Line Items]
Monthly payments				13,869
Lease expires in May 2021 | Maximum
Operating Leased Assets [Line Items]
Monthly payments				$ 15,601

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QUARTERLY INFORMATION (UNAUDITED) (Details) - USD ($)	Aug. 31, 2018		May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017		May 31, 2017	Aug. 31, 2016		Aug. 31, 2015
Current Assets
Cash	$ 13,466,807	[1]	$ 3,574,430	$ 7,059,922	$ 5,549,431	$ 916,984	[1]	$ 726,692	$ 1,027,003		$ 201,259
Accounts receivable, net of allowance	8,600,959	[1]	6,285,310	3,896,196	2,764,713	1,695,303	[1]	1,561,117
Prepaid expenses and other current assets	13,623,285	[1]	6,736,528	4,204,253	3,146,759	1,625,689	[1]	1,186,885
Inventory	11,813,755	[1]	10,059,200	7,259,369	3,850,678	3,754,171	[1]	3,130,246
Total current assets	47,504,806	[1]	26,655,468	22,419,740	15,311,581	7,992,147	[1]	6,604,940
Goodwill	52,267,352	[1]	50,023,014	32,989,079	32,984,079	32,989,079	[1]	35,034,710	2,376,589		2,376,589
Intangible assets, net	4,487,415	[1]	3,175,583	3,363,536	3,586,489	3,730,287	[1]	1,086,863
Deposits	250,296	[1]	621,723	191,423	50,235	50,235	[1]	46,860
Deferred tax asset			30,081	30,081	30,081	30,081	[1]
Property and equipment, net	4,135,090	[1]	2,778,796	1,077,160	924,872	931,763	[1]	928,483
Total assets	108,644,960	[1]	83,284,665	60,071,019	52,892,337	45,723,592	[1]	43,701,856
Current liabilities
Accounts payable	2,821,839	[1]	3,675,579	3,161,169	1,889,378	1,039,889	[1]	1,108,769
Accrued expenses and other current liabilities	3,008,385	[1]	2,994,794	1,184,240	1,264,054	993,186	[1]	644,437
Contingent consideration payable	5,488,410	[1]	9,778,000	21,799,080	15,199,326	10,827,824	[1]	9,472,109
Notes payable - current portion	61,685	[1]	145,413	354,613	358,253	689,450	[1]	682,406
Line of credit - current portion	918,124	[1]	2,433,907	742,504	1,500,000
Total current liabilities	12,298,443	[1]	19,027,693	27,241,606	20,211,011	13,550,349	[1]	11,907,721
Long-term debt
Deferred tax liability			1,151,536	1,151,536	1,424,173	1,424,173	[1]
Notes payable	172,021	[1]	185,772	27,447	26,820	34,513	[1]	1,825,910
Total long-term liabilities	14,708,053	[1]	1,337,308			1,458,686	[1]
Total liabilities	27,006,496	[1]	20,365,001	28,420,589	21,662,004	15,009,035	[1]	13,733,631
Stockholders' equity
Preferred stock		[1]					[1]
Common stock	78,273	[1]	66,389	63,624	60,006	58,607	[1]	58,281
Additional paid-in capital	104,917,891	[1]	83,048,131	42,544,694	31,989,097	29,676,883	[1]	29,446,546
Stock Payables				30,000	2,564,050
Accumulated deficit	(23,357,699)	[1]	(20,194,856)	(10,987,888)	(3,382,820)	979,067	[1]	463,398
Total stockholders' equity	81,638,465	[1]	62,919,664	31,650,430	31,230,333	30,714,557	[1]	29,968,225	4,649,876	[1]	2,734,756
Total liabilities and stockholders? equity	108,644,960	[1]	83,284,665	60,071,019	52,892,337	45,723,592	[1]	43,701,856
As Reported
Current Assets
Cash	13,466,807		3,574,430	7,059,922	5,549,431	916,984		726,692
Accounts receivable, net of allowance	8,600,959		6,285,310	3,896,196	2,764,713	1,695,303		1,561,117
Prepaid expenses and other current assets	13,623,285		6,736,528	4,204,253	3,146,759	1,625,689		1,186,885
Inventory	11,813,755		10,059,200	7,259,369	3,850,678	3,754,171		3,130,246
Total current assets	47,504,806		26,655,468	22,419,740	15,311,581	7,992,147		6,604,940
Goodwill	49,564,325		51,281,279	34,247,344	34,247,344	34,247,344		35,034,710
Intangible assets, net	4,487,415		3,175,583	3,363,536	3,586,489	3,730,287		1,086,863
Deposits	250,296		621,723	191,423	50,235	50,235		46,860
Deferred tax asset			30,081	30,081	30,081	30,081
Property and equipment, net	4,135,090		2,778,796	1,077,160	924,872	931,763		928,483
Total assets	105,941,932		84,542,930	61,329,284	54,150,602	46,981,857		43,701,856
Current liabilities
Accounts payable	2,821,839		3,675,579	3,161,169	1,889,378	1,039,889		1,108,769
Accrued expenses and other current liabilities	2,738,430		2,494,794	1,184,240	1,264,054	993,186		644,437
Contingent consideration payable	754,955		2,150,000	1,650,000	1,735,000	1,820,000
Notes payable - current portion	61,685		145,413	354,613	358,253	689,450		682,406
Line of credit - current portion	918,124		2,433,907	742,504	1,500,000
Total current liabilities	7,295,033		10,899,693	7,092,526	6,746,685	4,542,525		2,435,612
Long-term debt
Deferred tax liability			1,151,536	1,151,536	1,424,173	1,424,173
Notes payable	172,021		185,772	27,447	26,820	34,513		1,825,910
Total long-term liabilities	14,708,053		1,337,308			1,458,686
Total liabilities	22,003,086		12,237,001	8,271,509	8,197,678	6,001,211		4,261,522
Stockholders' equity
Preferred stock
Common stock	78,273		66,389	63,624	60,006	58,607		58,281
Additional paid-in capital	94,666,689		75,838,222	54,397,094	43,841,497	41,529,283		40,210,306
Stock Payables				30,000	2,564,050
Accumulated deficit	(10,806,116)		(3,598,682)	(1,432,943)	(512,629)	(607,244)		(828,253)
Total stockholders' equity	83,938,846		72,305,929	53,057,775	45,952,924	40,980,646		39,440,334
Total liabilities and stockholders? equity	105,941,932		84,542,930	61,329,284	54,150,602	46,981,857		43,701,856
Restatement Adjustment
Current Assets
Cash	0					0
Accounts receivable, net of allowance	0					0
Prepaid expenses and other current assets	0					0
Inventory	0					0
Total current assets	0					0
Goodwill	2,703,028		(1,258,265)	(1,258,265)	(1,258,265)	(1,258,265)			$ 2,376,589		$ 2,376,589
Intangible assets, net	0					0
Deposits	0					0
Deferred tax asset						0
Property and equipment, net	0					0
Total assets	2,703,028		(1,258,265)	(1,258,265)	(1,258,265)	(1,258,265)
Current liabilities
Accounts payable	0					0
Accrued expenses and other current liabilities	269,955		500,000			0
Contingent consideration payable	4,733,454		7,628,000	20,149,080	13,464,326	9,007,824		9,472,109
Notes payable - current portion	0
Line of credit - current portion	0
Total current liabilities	5,003,409		8,128,000	20,149,080	13,464,326	9,007,824		9,472,109
Long-term debt
Deferred tax liability						0
Notes payable	0					0
Total long-term liabilities	0					0
Total liabilities	5,003,409		8,128,000	20,149,080	13,464,326	9,007,824		9,472,109
Stockholders' equity
Preferred stock
Common stock	0					0
Additional paid-in capital	10,251,202		7,209,909	(11,852,400)	(11,852,400)	(11,852,400)		(10,763,760)
Accumulated deficit	(12,551,583)		(16,596,174)	(9,554,945)	(2,870,191)	1,586,311		1,291,651
Total stockholders' equity	(2,300,381)		(9,386,265)	(21,407,345)	(14,722,591)	(10,266,089)		$ (9,472,109)
Total liabilities and stockholders? equity	$ 2,703,028		$ (1,258,265)	$ (1,258,265)	$ (1,258,265)	$ (1,258,265)

[1] As Restated

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QUARTERLY INFORMATION (UNAUDITED) (Details 1) - $ / shares	Aug. 31, 2018	[1]	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	[1]	May 31, 2017
Quarterly Financial Information Disclosure [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares authorized	100,000,000		10,000,000	10,000,000	10,000,000	100,000,000		10,000,000
Preferred stock, shares issued	0		0	0	0	0		0
Preferred stock, shares outstanding	0		0	0	0	0		0
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Common stock, shares authorized	265,000,000		265,000,000	265,000,000	265,000,000	265,000,000		265,000,000
Common stock, shares issued	78,273,124		66,389,529	63,624,114	60,006,178	58,607,066		58,280,739
Common stock, shares outstanding	78,273,124		66,389,529	63,624,114	60,006,178	58,607,066		58,280,739

[1] As Restated

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QUARTERLY INFORMATION (UNAUDITED) (Details 2) - USD ($)		3 Months Ended								6 Months Ended	9 Months Ended		12 Months Ended
		Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	May 31, 2017	Feb. 28, 2017	Nov. 30, 2016	Feb. 28, 2018	May 31, 2018	May 31, 2017	Aug. 31, 2018		Aug. 31, 2017
Revenue			$ 12,904,609	$ 10,361,376	$ 8,847,115		$ 4,719,477			$ 19,208,491	$ 32,113,100	$ 10,161,813	$ 52,074,839	[1]	$ 18,799,169	[1]
Cost of goods sold			9,246,879	7,450,732	6,162,120		3,156,290			13,612,854	22,859,731	6,706,272	38,740,685	[1]	11,639,161	[1]
Gross profit			3,657,730	2,910,644	2,684,995		1,563,187			5,595,637	9,253,369	3,455,541	13,334,154	[1]	7,160,008	[1]
Operating expenses:
Depreciation and amortization			258,837	205,757	201,814		28,816			407,572	666,409	48,294	1,017,164	[1]	300,841	[1]
Stock compensation expense			495,897	1,026,928	381,743		259,417			1,408,671	1,904,568	522,226	3,585,533	[1]	943,125	[1]
Selling, general and administrative			4,987,374	2,557,929	1,949,995		1,266,215			4,507,921	9,495,295	3,008,134	24,700,610	[1]	6,478,808	[1]
Change in fair value of contingent consideration payable			7,041,229	6,684,754	4,456,503		(1,291,651)			11,141,257	18,182,485	(1,291,651)
Total operating expenses			12,783,337	10,475,368	6,990,055		262,797			17,465,421	30,248,757	2,287,003	39,855,669	[1]	5,193,338	[1]
Income (loss) From Operations		$ 12,897,317	(9,125,607)	(7,564,724)	(4,305,060)	$ 2,844,176	1,300,390	$ 1,192,516	$ 1,047,801	(11,869,784)	(20,995,388)	1,168,538	(26,521,515)	[1]	1,966,670	[1]
Other Income (Expenses)
Change in fair value of warrant liability	[1]												(920,000)
Other income (expense)												(23,944)	(21,920)	[1]	(85,166)	[1]
Interest expense			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(4,488)	(276,360)	[1]	(6,647)	[1]
Total other income (expense)			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(28,432)	621,720	[1]	(91,813)	[1]
Income (loss) before income taxes			(9,206,969)	(7,593,305)	(4,307,473)		1,297,770			(11,900,778)	(21,107,745)	1,140,106	(25,899,795)	[1]	1,874,857	[1]
Provision for Income Taxes				11,763	54,415		0			66,178	66,178		(1,563,029)	[1]	219,082	[1]
Net Income (Loss)			$ (9,206,969)	$ (7,605,068)	$ (4,361,888)		$ 1,297,770			$ (11,966,956)	$ (21,173,923)	$ 1,140,106	$ (24,336,766)	[1]	$ 1,655,775	[1]
Earnings per share:
Basic Income (Loss) Per Share (in dollars per share)			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.03			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Diluted Income (Loss) Per Share (in dollars per share)			$ (0.14)	$ (0.12)	$ (0.07)		$ 0.02			$ (0.20)	$ (0.34)	$ 0.02	$ (0.37)	[1]	$ 0.03	[1]
Weighted Average Number of Common Shares Outstanding - Basic (in shares)			64,680,419	62,155,608	59,194,323		51,805,930			60,614,074	61,995,107	51,805,930	65,335,954	[1]	52,430,070	[1]
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)			64,680,419	62,155,608	59,194,323		53,334,232			60,614,074	61,995,107	53,334,232	65,335,954	[1]	58,429,683	[1]
As Reported
Revenue			$ 12,904,609	$ 10,361,376	$ 8,847,115		$ 4,719,477			$ 19,208,491	$ 32,113,100	$ 10,161,813	$ 52,074,839		$ 18,799,169
Cost of goods sold		16,635,137	9,246,879	7,450,732	6,162,120	5,476,871	3,156,290	1,913,270	1,637,652	13,612,854	22,859,731	6,706,272	38,740,685		12,184,083
Gross profit		3,326,602	3,657,730	2,910,644	2,684,995	3,160,194	1,563,187	1,057,062	834,643	5,595,637	9,253,369	3,455,541	12,579,971		6,615,086
Operating expenses:
Depreciation and amortization			258,837	205,757	201,814		28,816			407,572	666,409	48,294	1,017,164		300,841
Stock compensation expense			495,897	1,026,928	381,743		259,417			1,408,671	1,904,568	522,226
Selling, general and administrative			4,987,374	2,557,929	1,949,995		1,266,215			4,507,921	9,495,295	3,008,134	24,700,610		6,478,808
Total operating expenses		9,606,909	12,783,337	10,475,368	6,990,055	2,906,309	262,797	1,052,608	971,624	6,324,164	12,066,272	3,578,654	39,855,669		5,193,338
Income (loss) From Operations		$ 12,897,317	(2,084,378)	(879,970)	151,443	2,656,047	8,739	1,052,608	971,624	(728,527)	(2,812,903)	(123,113)	(12,383,620)		380,359
Other Income (Expenses)
Change in fair value of warrant liability													(920,000)
Other income (expense)												(23,944)	(21,920)		(85,166)
Interest expense			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(4,488)	(276,361)		(6,647)
Total other income (expense)			(81,362)	(28,581)	(2,413)		(2,620)			(30,994)	(112,357)	(28,432)	621,719		(91,813)
Income (loss) before income taxes			(2,165,740)	(908,551)	149,030		6,119			(759,521)	(2,925,260)	(151,545)	(11,761,901)		288,546
Provision for Income Taxes				11,763	54,415		0			66,178	66,178		(1,563,029)		219,082
Net Income (Loss)			$ (2,165,740)	$ (920,314)	$ 94,615		$ 6,119			$ (825,699)	$ (2,991,438)	$ (151,545)	$ (10,198,872)		$ 69,464
Earnings per share:
Basic Income (Loss) Per Share (in dollars per share)			$ (0.03)	$ (0.01)	$ 0.00		$ 0.00			$ (0.01)	$ (0.05)	$ (0.00)	$ (0.16)		$ 0.00
Diluted Income (Loss) Per Share (in dollars per share)			$ (0.03)	$ (0.01)	$ 0.00		$ 0.00			$ (0.01)	$ (0.05)	$ (0.00)	$ (0.16)		$ 0.00
Weighted Average Number of Common Shares Outstanding - Basic (in shares)			64,680,419	62,155,608	59,194,323		51,805,930			60,614,074	61,995,107	50,458,416	65,335,954		52,430,070
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)			64,680,419	62,155,608	65,908,368		53,334,232			60,614,074	61,995,107	50,458,416	65,335,954		58,429,683
Restatement Adjustment
Revenue													$ 0		$ 0
Cost of goods sold						(188,129)		(139,908)	(76,177)				0		0
Gross profit						188,129		139,908	76,177				0		0
Operating expenses:
Depreciation and amortization													0		0
Selling, general and administrative													0		0
Change in fair value of contingent consideration payable			$ 7,041,229	$ 6,684,754	$ 4,456,503		$ (1,291,651)			$ 11,141,257	$ 18,182,485	$ 1,291,651
Total operating expenses			7,041,229	$ 6,684,754	4,456,503		1,291,651			11,141,257	18,182,485	1,291,651	14,137,894		(1,586,311)
Income (loss) From Operations			(7,041,229)		(4,456,503)	$ 188,129	1,291,651	$ 139,908	$ 76,177	(11,141,257)	(18,182,485)	1,291,651	(14,137,894)		1,586,311
Other Income (Expenses)
Other income (expense)													0		0
Interest expense													0		0
Total other income (expense)													0		0
Income (loss) before income taxes			(7,041,229)		(4,456,503)		1,291,651			(11,141,257)	(18,182,485)	1,291,651	(14,137,894)		1,586,311
Provision for Income Taxes							0								0
Net Income (Loss)			$ (7,041,229)		$ (4,456,503)		$ 1,291,651			$ (11,141,257)	$ (18,182,485)	$ 1,291,651	$ (14,137,894)		$ 1,586,311

[1] As Restated

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SUBSEQUENT EVENTS (Detail Textuals) - Subsequent Event - USD ($) $ in Millions		1 Months Ended
	Nov. 09, 2018	Sep. 21, 2018
Loan Agreement | Gerber Finance Inc.
Subsequent Event [Line Items]
Aggregate principal amount	$ 8.0
Description of outstanding letters of credit	(i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable.
Asset Purchase Agreement (the "Purchase Agreement") | Smoke Cartel, Inc. ("SMKC")
Subsequent Event [Line Items]
Stock sold to investors (in shares)		1,410,415