10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒     Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2021

☐     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 333-200629

BOATIM INC.

(Exact name of small business issuer as specified in its charter)

Nevada	7370	84-4779679
State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Number	IRS Employer Identification Number

7950 NW 53rd Street, Suite 337, Miami, FL 33166.

Tel: +1 (305) 239-9993

(Address and telephone number of principal executive offices)

__________________________________________________________ 

(Former name, former address and former fiscal year, if changed since last report)

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

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 ☒     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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

As of January 13, 2022 there were 56,918,015 common shares issued and outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q. 

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BOATIM INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION:
Item 1.	Consolidated Financial Statements (Unaudited)	4
	Consolidated Balance Sheets as of November 30, 2021 (Unaudited) and August 31, 2021	5
	Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended November 30, 2021 and 2020 (unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended November 30, 2021 and 2020 (unaudited)	7
	Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2021 and 2020 (unaudited)	8
	Notes to the Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II OTHER INFORMATION:
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Securities Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
	Signatures	24

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim consolidated financial statements of BOATIM Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim consolidated financial statements should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

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BOATIM INC.

CONSOLIDATED BALANCE SHEETS

	November 30,			August 31
	2021			2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	13,276		$	69,827
Prepaid expenses		6,873			7,500
VAT receivable		20,533			17,810
Total current assets		40,682			95,137
Deposits		9,240			9,440
Fixed assets, net		4,887			14,434
Capitalized software costs		481,676			510,633
Right of use asset – operating lease		47,851			55,743
Total non-current assets		543,654			590,250
TOTAL ASSETS	$	584,336		$	685,387
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	534,083		$	373,039
Related party loan		619,992			427,451
Loan payable		20,000			20,000
Convertible notes, net of unamortized discount		1,613,556			1,613,556
Current portion - operating lease obligation		23,716			33,333
Total current liabilities		2,811,347			2,467,379
Non-current Liabilities:
Operating lease obligation, net of current portion		21,388			22,410
TOTAL LIABILITIES		2,832,735			2,489,789
STOCKHOLDERS’ DEFICIT
Common stock: authorized 500,000,000; $0.001 par value; 53,711,394 and 51,780,838 shares issued and outstanding as of November 30, 2021 and August 31, 2021		53,712			51,781
Additional Paid in Capital		2,976,090			1,990,055
Accumulated deficit		(5,345,646	)		(3,913,475	)
Accumulated other comprehensive income		67,445			67,237
Total Stockholders’ deficit		(2,248,399	)		(1,804,402	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	584,336		$	685,387

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

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BOATIM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months Ended November 30,
	2021			2020
Operating expenses:
General and administrative expenses	$	1,435,686		$	278,528
Total operating expenses		1,435,686			278,528
Loss from operations		(1,435,686	)		(278,528	)
Other Income (Expense):
Change in fair value of derivative liability		-			(280,905	)
Interest Income (expense)		16			(385,383	)
Gain (loss) on foreign exchange		3,499			5,497
Total other income (expense)		3,515			(660,791	)
Net loss before income tax provision		(1,432,171	)		(939,319	)
Provision for income tax		-			-
Net loss	$	(1,432,171	)	$	(939,319	)
Other comprehensive income:
Foreign currency translation adjustment		208			(15,814	)
Total Comprehensive loss	$	(1,431,963	)	$	(955,133	)
Net loss per common share
Basic and diluted	$	(0.03	)	$	(0.02	)
Weighted average common shares outstanding
Basic and diluted		52,326,168			50,500,011

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

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BOATIM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

(Unaudited)

	Common Stock: Shares		Common Stock: Amount		Additional Paid in Capital			Accumulated other Comprehensive Loss			Accumulated Deficit			Totals
Balance – August 31, 2020		50,500,011	$	50,500	$	(259,635	)	$	(20,706	)	$	(797,306	)		(1,027,147	)
Foreign currency translation adjustment		-		-		-			(15,814	)		-			(15,814	)
Net loss		-		-		-			-			(939,319	)		(939,319	)
Balance November 30, 2020		50,500,011	$	50,500	$	(259,635	)	$	(36,520	)	$	(1,736,625	)		(1,982,280	)

	Common Stock: Shares		Common Stock: Amount		Additional Paid in Capital		Accumulated other Comprehensive Income		Accumulated Deficit			Totals
Balance – August 31, 2021		51,780,838	$	51,781	$	1,990,055	$	67,237	$	(3,913,475	)		(1,804,402	)
Common stock issued for services		1,930,556		1,931		741,195		-		-			743,126
Stock-based compensation						244,840							244,840
Foreign currency translation adjustment		-		-		-		208		-			208
Net loss		-		-		-		-		(1,432,171	)		(1,432,171	)
Balance November 30, 2021		53,711,394	$	53,712	$	2,976,090	$	67,445	$	(5,345,646	)		(2,248,399	)

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

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BOATIM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended November 30,
	2021			2020
OPERATING ACTIVITIES:
Net loss	$	(1,432,171	)	$	(939,319	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Shares issued for services		743,126			-
Stock-based compensation		244,840
Change in fair value of derivative liability		-			280,905
Depreciation expense		8,658			-
Amortization of debt discount		-			385,383
Amortization of right of use assets		7,892			34,585
Amortization of capitalized software costs		28,956			-
Gain on foreign exchange		(3,499	)		(5,497	)
Change in operating assets and liabilities,
Prepaid expenses		627			-
VAT receivable		(3,589	)		(17,810	)
Deposits		-			(4,683	)
Accounts payable and accrued expenses		164,854			3,968
Operating lease obligation		(7,892	)		(34,586	)
NET CASH USED IN OPERATING ACTIVITIES		(248,198	)		(297,054	)
INVESTING ACTIVITIES:
Fixed asset purchases		-			(10,922	)
Software development costs		-			(174,847	)
NET CASH USED IN INVESTIING ACTIVITIES		-			(185,769	)
FINANCING ACTIVITIES:
Proceeds from related party loan		201,244			490,212
Proceeds from convertible note		-			62,500
Repayment of loan		-			(47,962	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		201,244			504,750
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(9,597	)		(15,814	)
NET INCREASE/(DECREASE) IN CASH		(56,551	)		6,113
CASH – BEGINNING OF PERIOD		69,827			38,427
CASH – END OF PERIOD	$	13,276		$	44,540
SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid for:
Income tax	$	-		$	-
Interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discount from derivative liability	$	-			26,179

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

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BOATIM INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Boatim Inc.. (“we”, “our, “Boatim”, the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. Its fiscal year end is August 31.

Boatim, Inc. established Boatim Europe S.L. (“Boatim Europe”) as a private limited company pursuant to the laws of Spain on December 18, 2019, with the Company having indirect control of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc.

We acquired and further developed the Boatim software platform which is an online boat trading marketplace that combines data-driven technology and our digital marketing capabilities to offer a rolling subscription for service model of access to the platform for the extensive market of global boat dealers.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at November 30, 2021.

Basis of Presentation 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended November 30, 2021 are not necessarily indicative of the results that may be expected for the year ending August 31, 2022.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

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Fixed Assets

Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years. 

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2021 and August 31, 2021.

Authoritative literature provides 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. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, convertible notes and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short term maturities.

Foreign Currency

Assets and liabilities of Boatim Europe are translated into U.S. dollars at the respective rates of exchange prevailing at the end of the reporting period. Income and expense accounts are translated at average exchange rates prevailing during the reporting period. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive income (loss) (“AOCI”) and will be included as income or expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency.

In accordance with ASC Topic 830-30, “Translation of Financial Statements”, monetary asset and liability accounts are translated into the Company’s reporting currency, the US dollar, using the closing exchange rate in effect at the balance sheet date, nonmonetary accounts are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

10

Translation of amounts from the local currency of Boatim Europe into US$ has been made at the following exchange rates:

	November 30, 2021		August 31, 2021
Current EUR: US$ exchange rate		1.1288		1.1771
Average EUR: US$ exchange rate		1.1595		1.1951

Capitalized Software Development Costs

Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred.

Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the three months ended November 30, 2021 and for the fiscal year ended to August 31, 2021, a total of $0 and $321,562 in software development costs has been incurred, respectively.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long-lived assets were evaluated for impairment and the Company recorded impairment loss on Capitalized software development costs of $0 during the three months ended November 30, 2021 and 2020, respectively.

Leases

As of September 1, 2019, the Company adopted the provisions of “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements

The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

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Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended November 30, 2021 and 2020 [LG2], potential dilutive instruments were anti-dilutive due to the Company’s net losses.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

Recent Accounting Pronouncements

On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – GOING CONCERN 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues for the three months ended November 30, 2021 and incurred recurring losses. In addition, the Company had a negative working capital as of November 30, 2021 and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on borrowings from related party to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

12

NOTE 4 – RELATED PARTY TRANSACTIONS

Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.

During the fiscal year ended August 31, 2021, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $1,216,420 to the Company. Cayo is owned by the former majority shareholder and former officer, Mr. Yves Toelderer. On June 07, 2021 and June 08, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. There was no gain or loss on extinguishment recorded on the old Cayo Venture loan. During the three months ended November 30, 2021 and 2020, Cayo Ventures advanced the Company a total of $192,541 and $490,212, respectively. As of November 30, 2021 and August 31, 2021, the Company owed a total of $619,992 and 427,451, respectively, to Cayo, which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand.

On June 1, 2020, the Company entered into services agreement with Mr. Wolfgang Tippner, as Chief Executive Officer. The agreement calls for a sign-on bonus of $24,000, payable within 6 months from the date of the agreement and a cash compensation for his services of $8,000 per month. During the three months ended November 30, 2021 and August 31, 2020, a total of $0 has been paid to Mr. Tippner, respectively. . As of November 30, 2021 and August 31, 2021, $120,000 in accrued compensation remains outstanding.

On July 1, 2020, the Company entered into a service agreement with Mr. Patrick Burkert, as Chief Marketing Officer. The agreement calls for a sign on bonus of 500,000 shares of restricted common stock, of which 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. He will also receive a base salary of €144,000 per year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. None of the bonus has been earned to date. Mr. Patrick Burkert resigned as a member of the Board of Directors on February 12, 2021. During the three months ended November 30, 2021 and 2020, a total of $0 and $38,794,respectively, has been paid to Mr. Burkert in cash compensation. As of November 30, 2021 and August 31, 2021, $0 in accrued cash compensation remains outstanding.

On January 1, 2021, the Company entered into a service agreement with Mr. Benjamin Salter, as Director and Chief Financial Officer. The agreement calls for a sign on bonus of options for 500,000 shares of common stock at a strike price of $0.10 per share. See Note 10. The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. In addition, Mr. Salter is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the three months ended November 30, 2021 a total of $43,992 has been paid to Mr. Salter in cash compensation. As of November 30, 2021 and August 31, 2021, $87,889 and $78,679 in accrued cash compensation remains outstanding, respectively. As of August 31, 2021, there was $0 earned or accrued for a performance-based bonus. Mr. Salter resigned as a member of the Board of Directors and as CFO on March 19, 2021 but continues with the Company heading business development and operations in Europe.

13

On April 1, 2021, the Company entered into an independent contractor agreement with Mr. Salter, as Head of Operations. The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company. In addition, Mr. Salter is to receive options for 25,000 shares of common stock each month at a strike price of $0.10 per share with a term of 15 months. The Company agreed to also make a cash payment to Mr. Salter on exercise of his options of $2,500. During the year ended August 31, 2021, the Company recognized $31,331 of stock-based compensation expense for the options granted under this agreement.  During the three months ended November 30, 2021 a total of $26,480 in cash compensation was paid to Mr. Salter under this agreement, and $19,840 of stock options were granted.  On January 1, 2022, Mr. Salter resigned as head of business development and operations in Europe.

On March 19, 2021, the Company entered into a service agreement with Mr. Mario Beckles, as Director and Chief Financial Officer, commencing on April 1, 2021. The agreement calls for cash compensation in the amount of $3,000 per month to be paid monthly. During the three months ended November 30, 2021 a total of $6,000 has been paid to Mr. Beckles in cash compensation. As of November 30, 2021 and August 31, 2021, $7,500 and $4,500 unpaid cash compensation is outstanding, respectively.

On June 22, 2021, the Company entered into an employment agreement with Mr. Joseph Johnson, as a member of the Board of Directors and as Chief Executive Officer. The agreement provides for a base salary of $250,000 per year, subject to an inflationary increase using the US Consumer Price Index. The agreement also provides for an annual incentive bonus equal to 200% of his base salary and a sign on bonus of 1,000,000 shares of unrestricted common stock which will be fully vested with a service period of six (6) months from the date of the agreement. In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares.. During the three months ended November 30, 2021 a total of $62,499 was earned but unpaid to Mr. Johnson and $225,000 in stock based compensation has been earned but not issued to Mr. Johnson to date. As of November 30, 2021, there was $0 earned or accrued for the incentive-based bonus. As of November 30, 2021 and August 31, 2021, $83,332 and $20,833 unpaid cash compensation is outstanding, respectively.

NOTE 5 – LEASES

On February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842 provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangements and has classified these as operating leases. Additionally, the lease terms of each of our office leases are short term in nature, however, the Company elected to apply ASC Topic 842 to these leases, because we intend to renew each lease for terms longer than 12 months. As a result of the adoption of ASC Topic 842, the Company recognized a right-of-use asset and operating lease liabilities based on the present value of the minimum rental payments.

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Operating Lease Obligations

On August 1, 2019, the Company entered into an office lease for a six person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,340 plus VAT in monthly payments. The lease begins August 01, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $6,842 in remaining operating lease obligation and right of use asset on April 30, 2021, in accordance with ASC Topic 842.

On December 1, 2019, the Company entered into an office lease for a nine person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €3,120 plus VAT in monthly payments. The lease begins December 1, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company ended this nine person office lease and entered into an 8 person lease contract on May 1, 2021. As a result of the early termination of this lease, the Company wrote off $27,318 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842. This new lease calls for rent payments of €1,800 plus VAT in monthly payments. In addition, the lease also includes the use of a flexible work desk for an additional €150 plus VAT. The lease begins May 1, 2021, is month to month with no permanency clause, of which management intends to renew for 24 months. Management has evaluated this new leasing arrangement and has classified this as an operating lease and has accounted for it as a separate new lease contract due to the changes that were noted in this lease. The Company has elected to apply ASC Topic 842 to this lease, because we intend to renew this lease for a term longer than 12 months. As a result of the adoption of ASC Topic 842, the Company has recognized a right-of-use asset of $68,397 and operating lease liability of $68,397 on this lease.

On April 20, 2020, the Company entered into an office lease for a six-person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,550 plus VAT in monthly payments. The lease begins April 20, 2020 is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six-person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $41,859 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842.

The Company has recorded operating lease expense in the amount of $7,078 and $29,307 during the  three months ended November 30, 2021 and 2020, respectively As of November 30, 2021, the Company had $47,851 ($55,743, August 31, 2021) in Right of Use Asset and $45,104 (55,743, August 31, 2021) Operating lease liability. As of November 30, 2021, the discount rate for these leases is 2.04% and the weighted average remaining term is 17 months.

Future minimum operating lease payments at November 30, 2021 consist of:

2021	$	-
2022		24,062
2023		21,388
Total minimum lease payments		45,450
Less: present value discount		(346	)
Present value of minimum lease payments		45,104
Current portion of operating lease obligation		23,716
Operating Lease obligation, less current portion	$	21,388

NOTE 6 – LOAN PAYABLE

On February 11, 2021, the Company received a short-term loan from an unrelated third party in the amount of $20,000. The loan is unsecured, has no maturity date and is non-interest bearing. On August 28, 2020, this loan was assigned to an unrelated third party for the full amount of the loan. The loan is also unsecured, has not maturity and is non-interest. As of November 30, 2021 and August 31, 2021, $20,000 remains outstanding.

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NOTE 7 – CONVERTIBLE NOTES

On July 21, 2020, the Company issued convertible notes in the amount of $500,000 and $560,000 to two unrelated parties, in exchange for their assumption of the December 8, 2018 note and related party loans owed to Cayo for the same amounts. (See Note 4). The notes do not bear interest and matured on January 22, 2021. The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion. The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion.

On September 22, 2020, the Board approved the issuance of up to $5,000,000 in new convertible notes, in multiple tranches, convertible at maturity into common shares. During the second, third and fourth fiscal quarters ended August 31, 2021 the Company has received tranches of $62,500, $45,000, $60,000, $110,000, $130,000, $83,000 and $48,100,  respectively from unrelated parties under this facility. The note in the amount of $62,500 matures on March 31, 2021 and is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. The note in the amount of $45,000 matures on June 22, 2021, the note in the amount of $60,000 matures on July 22, 2021, the note in the amount of $110,000 matures on August 22, 2021, the note in the amount of $130,000 matures on September 22, 2021, the note in the amount of $48,100 matures on October 1, 2021 and the note in the amount of $83,000 matures on October 1, 2021; these notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock.

Due to these provisions, the embedded conversion option of the notes issued under the September 22, 2020 issuances do not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

On January 10, 2021 the holder of the note in the amount of $500,000 converted $500,000 of its note into 578,681 shares of common stock and the unamortized discount at the date of conversion of $27,838 was written off to interest expense.

On January 10, 2021 the holder of the note in the amount of $560,000 converted $560,000 of its note into 567,108 shares of common stock and the unamortized discount at the date of conversion of $22,439 was written off to interest expense.

On April 23, 2021 the holder of the note in the amount of $62,500 converted $62,500 of its note into 135,038 shares of common stock.

On June 7, 2021 and June 8, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. These notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. Due to these provisions, the embedded conversion option does not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

A summary of value changes to the notes for the three months ended November 30, 2021 is as follows:

Carrying value of Convertible Notes at August 31, 2021	$	1,613,556
New principal		-
Total principal		1,613,556
Less: conversion of principal		-
Less: discount related to fair value of the embedded conversion feature		-
Less: discount related to original issue discount		-
Add: amortization of discount		-
Carrying value of Convertible Notes at November 30, 2021	$	1,613,556

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NOTE 8 – COMMON STOCK

On October 26, 2021, the Company issued 875,000 common shares to an unrelated third party vendor for marketing services valued at $0.415 per share for a total $363,126.

On November 12, 2021, the Company issued 1,055,556 common shares to an unrelated third party vendor for marketing services valued at $0.36 per share for a total $380,000.  As of November 30, 2021, and August 31, 2020, a total of 53,711,394 and 51,780,838 shares of common stock were issued and outstanding, respectively.

NOTE 9 - SHARE-BASED COMPENSATION

Stock Options

During the three months ended November 30, 2021, the Company granted options for the purchase of the Company’s common stock to certain employees and consultants as consideration for services rendered. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options generally vest upon the one-year anniversary date of the grant and have a maximum term of fifteen months.

The following summarizes the stock option activity for the three months ended November 30, 2021:

	Options Outstanding		Weighted-Average Exercise Price
Balance as of August 31, 2021		175,000	$	0.10
Grants		75,000		0.10
Exercised		-		-
Forfeited		-		-
Balance as of November 30, 2021		250,000	$	0.10

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The total share-based compensation expense in connection with issuance of stock options recognized during the three months ended November 30, 2021 was $19,840. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the three months ended November 30, 2021:

Expected term (years)	1.25 years
Expected stock price volatility	144-154		%
Weighted-average risk-free rate	0.10-0.20		%
Expected dividend		-

Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term.

The following summarizes certain information about stock options vested and expected to vest as of November 30, 2021:

	Number of Options		Weighted-Average Remaining Contractual Life (in Years)		Weighted-Average Exercise Price
Outstanding		250,000		0.83	$	0.10
Exercisable		250,000		0.83	$	0.10
Expected to vest		0		0.83	$	0.10

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Restricted Stock Awards

The following summarizes the restricted stock activity for the three months ended November 30, 2021:

			Weighted-Average
	Shares		Exercise Price
Balance as of August 31, 2021		450,000	$	1.25
Shares of restricted stock granted		-		-
Exercised		-		-
Cancelled		-		1.25
Balance as of November 30, 2021		450,000	$	1.25

	November 30,		August 31,
Number of Restricted Stock Awards	2021		2021
Vested		450,000		450,000
Non-vested		-		-
		450,000		450,000

As of November 30, 2021 and August 31, 2021, there was unrecognized compensation cost of $0, related to non-vested share-based compensation, respectively, which is expected to be recognized over the next year. In addition, none of the restricted share awards presented above has been issued or outstanding as of November 30, 2021.

NOTE 10 – SUBSEQUENT EVENTS 

On January 4, 2022, the Company received $217,500 in exchange for a December 20, 2021 secured convertible note in the amount of $275,000 from an unrelated third party, This note, was issued with a $27,500 original issue discount, a $27,500 one time interest charge and a $2,500 charge for legal fees. The note matures 12 months after the issuance date and bears a 10% interest rate. The note is convertible at any time at a fixed price of $0.13 or the finalized price in a Reg A offering and in the event of  default notice a conversion price of $0.01 per share. In addition the Company issued to the note holder 2,750,000 common stock as commitment shares as well as 1,100,000 warrants shares to purchase common stock at a exercise price of $0.25 per share.

On January 7, 2022, the Company received $143,166 in exchange for a December 22, 2021 secured convertible note in the amount of $166,666 from an unrelated third party, This note, was issued with a $16,666 original issue discount, $3,333 one commission charge and a $3,500 charge for legal fees. The note matures eight months from the date of issuance and bears a 5% interest rate. The note is convertible at any time at a fixed price of $0.15 or the finalized price in a Reg A offering and in the event of  default notice a conversion price of $0.01 per share  In addition the Company issued to the note holder 456,621 common stock as commitment shares as well as 277,778 warrants shares to purchase common stock at a exercise price of $0.30 per share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

General

Boatim Inc.. (“we”, “our, “Boatim”, the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. Its fiscal year end is August 31.

Boatim, Inc. established Boatim Europe S.L. (“Boatim Europe”) as a private limited company pursuant to the laws of Spain on December 18, 2019, with the Company having indirect control of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc.

All membership interests of Boatim Europe are currently held in trust by the Company´s CEO for practical reasons and only until the formal transfer into the name of Company has been completed according to the requirements of applicable Spanish law. In December 2020, the Company finalized the process of collecting and submitting all required paperwork to the Spanish authorities to enter Boatim Inc. as direct owner on public records in Spain, making Boatim Europe a wholly owned subsidiary of the Company.

Originally in the business of producing and distributing furniture, the business was changed to online food blogging as a promotion channel for restaurants, bars and fine dining. Subsequently, following the acquisition of the Boatim software platform, the Company expanded into the boating industry by further developing the software platform. The Boatim software platform is an online boat trading marketplace, combining data-driven technology and our digital marketing capabilities to offer a rolling subscription for service model of access to the platform for the extensive market of global boat dealers.

.

Results of operations 

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

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Results of Operations for the Three Months Ended November 30, 2021 and November 30, 2020

Operating expenses

Operating expenses comprised of general and administrative expenses were $1,435,686 for the three months ended November 30, 2021, compared to $278,528 for the three months ended November 30, 2020, an increase of $1,157,158. The increase is due to stock issued for consulting services totaling $743,126 associated with a concentration of resources on marketing and stock based compensation expense of $225,000 to our CEO.

Net Loss

Net loss for the three months ended November 30, 2021 was $1,432,171 compared to $939,319 for the three months ended November 30, 2020. As well as the reasons discussed above, Other income (expenses) comprised interest income of $16 and a gain on foreign exchange of $3,499.

Liquidity and capital resources 

At November 30, 2021, we had $13,276 in cash and there were outstanding liabilities of $2,832,735 (cash of $69,827 and liabilities of $2,489,789 on August 31, 2021, respectively). The stockholders’ deficit was $2,248,399 as of November 30, 2021 and $1,804,402 as of August 31, 2021.

There was $248,198 cash used by operations in the three months ended November 30, 2021 ($297,054 net cash used in operating activities during the three months ended November 30, 2020), $0 used in cash for investing activities for the three months ended November 30, 2021 ($185,769 used in cash for investing activities during the three month period ended November 30, 2020) and $201,244 cash provided through financing activities during the three months ended November 30, 2020 ($504,750 up to November 30, 2020). This resulted in $56,551 changes in net cash during the three months ended November 30, 2021 and $6,113 change in net cash during the three months ended November 30, 2020, respectively.

Cayo Ventures GmbH has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but it has no legal obligation to do so.

There is limited historical financial information about us upon which to base an evaluation of our performance. We have meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage of operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this document. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of November 30, 2021 due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the 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 a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to November 30, 2021, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

THE EFFECTS OF THE RECENT COVID-19 CORONAVIRUS PANDEMIC ARE NOT IMMEDIATELY KNOWN, BUT MAY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, AND CASH FLOW.

Presently, the impact of COVID-19 has not shown any imminent adverse effects on our business. This notwithstanding, it is still unknown and difficult to predict what adverse effects, if any, COVID-19 can have on our business, or against the various aspects of same, or how COVID-19 will continue to effect the world as the virus case numbers rise and fall.

As of the date of this Annual Report, COVID-19 coronavirus has been declared a pandemic by the World Health Organization, has been declared a National Emergency by the United States Government. COVID-19 coronavirus caused significant volatility in global markets. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain countries, states and municipalities have enacted, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and travel and require non-essential businesses and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans, as they are removed there is no certainty that an outbreak will not occur and additional restrictions imposed again in response.

It is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans. Shelter-in-place and essential-only travel regulations could negatively impact us. The current status of COVID-19 coronavirus closures and restrictions could negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely.

If any of our employees, consultant, customers, or visitors were to become infected we could be forced to close our operations temporarily as a preventative measure to prevent the risk of spread which could also negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely

In addition, our headquarters are located in Miami, Florida which experienced restrictions on individuals and business shutdowns as the result of COVID-19. These COVID-19 closures did not have an effect on our operations.

GENERAL SECURITIES MARKET UNCERTAINTIES RESULTING FROM THE COVID-19 PANDEMIC.

Since the outset of the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of raising required capital. Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible we may be unable to sustain the necessary capital to pursue our strategic plan and may have to reduce the planned future growth and/or scope of our operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

01.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

	Boatim Inc.
Date: January 19, 2022	By:	/s/ Joseph Johnson
		Joseph Johnson
		Chief Executive Officer(Principal Executive Officer)

Date: January 19, 2022	By:	/s/ Mario Beckles
		Mario Beckles
		Chief Financial Officer(Principal Financial and Principal Accounting Officer)

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EX-31.1

 EXHIBIT 31.1

CERTIFICATION

I, Jospeh Johnson, certify that:

1.	I have reviewed this report on Form 10-Q.
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(s) 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(s) 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 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: January 19, 2022	By:	/s/ Joseph Johnson
		Joseph Johnson
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Mari Beckles, certify that:

1.	I have reviewed this report on Form 10-Q.
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(s) 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(s) 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 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: January 19, 2022	By:	/s/ Mario Beckles
		Mario Beckles
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Boatim Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wolfgang Tippner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification.

Date. January 19, 2022	By:	/s/ Joseph Johnson
		Joseph Johnson
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Boatim Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Salter, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(3)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification.

Date: January 19, 2022	By:	/s/ Mario Beckles
		Mario Beckles
		Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Nov. 30, 2021	Jan. 13, 2022
Cover [Abstract]
Entity Registrant Name	BOATIM INC.
Entity Central Index Key	0001622231
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		56,918,015
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-200629
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	84-4779679
Entity Address Address Line 1	7950 NW 53rd Street
Entity Address Address Line 2	Suite 337
Entity Address City Or Town	Miami
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33166
City Area Code	305
Local Phone Number	239-9993
Entity Interactive Data Current	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2021	Aug. 31, 2021
CURRENT ASSETS
Cash	$ 13,276	$ 69,827
Prepaid expenses	6,873	7,500
VAT receivable	20,533	17,810
Total current assets	40,682	95,137
Deposits	9,240	9,440
Fixed assets, net	4,887	14,434
Capitalized software costs	481,676	510,633
Right of use asset - operating lease	47,851	45,104
Total non-current assets	543,654	590,250
TOTAL ASSETS	584,336	685,387
Current Liabilities:
Accounts payable and accrued expenses	534,083	373,039
Related party loan	619,992	427,451
Loan payable	20,000	20,000
Convertible notes, net of unamortized discount	1,613,556	1,613,556
Current portion - operating lease obligation	23,716	33,333
Total current liabilities	2,811,347	2,467,379
Non-current Liabilities:
Operating lease obligation, net of current portion	21,388	22,410
TOTAL LIABILITIES	2,832,735	2,489,789
STOCKHOLDERS' DEFICIT
Common stock: authorized 500,000,000; $0.001 par value; 53,711,394 and 51,780,838 shares issued and outstanding as of November 30, 2021 and August 31, 2021	53,712	51,781
Additional Paid in Capital	2,976,090	1,990,055
Accumulated deficit	(5,345,646)	(3,913,475)
Accumulated other comprehensive income	67,445	67,237
Total Stockholders' deficit	(2,248,399)	(1,804,402)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 584,336	$ 685,387

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 30, 2021	Aug. 31, 2021
Stockholders' Deficit
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	53,711,394	51,780,838
Common stock, shares outstanding	53,711,394	51,780,838

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
Operating expenses:
General and administrative expenses	$ 1,435,686	$ 278,528
Total operating expenses	1,435,686	278,528
Loss from operations	(1,435,686)	(278,528)
Other Income (Expense):
Change in fair value of derivative liability	0	(280,905)
Interest Income (expense)	(16)	(385,383)
Gain (loss) on foreign exchange	3,499	5,497
Total other income (expense)	3,515	(660,791)
Net loss before income tax provision	(1,432,171)	(939,319)
Provision for income tax	0	0
Net loss	(1,432,171)	(939,319)
Other comprehensive income:
Foreign currency translation adjustment	208	(15,814)
Total Comprehensive loss	$ (1,431,963)	$ (955,133)
Net loss per common share
Basic and diluted	$ (0.03)	$ (0.02)
Weighted average common shares outstanding
Basic and diluted	52,326,168	50,500,011

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Accumulated Deficit
Balance, shares at Aug. 31, 2020		50,500,011
Balance, amount at Aug. 31, 2020	$ (1,027,147)	$ 50,500	$ (259,635)	$ (20,706)	$ (797,306)
Foreign currency translation adjustment	(15,814)	0	0	(15,814)	0
Net loss	(939,319)	$ 0	0	0	(939,319)
Balance, shares at Nov. 30, 2020		50,500,011
Balance, amount at Nov. 30, 2020	(1,982,280)	$ 50,500	(259,635)	(36,520)	(1,736,625)
Balance, shares at Aug. 31, 2021		51,780,838
Balance, amount at Aug. 31, 2021	(1,804,402)	$ 51,781	1,990,055	67,237	(3,913,475)
Foreign currency translation adjustment	208	0	0	208	0
Net loss	(1,432,171)	$ 0	0	0	(1,432,171)
Common stock issued for services, shares		1,930,556
Common stock issued for services, amount	743,126	$ 1,931	741,195	0	0
Stock-based compensation	244,840		244,840
Balance, shares at Nov. 30, 2021		53,711,394
Balance, amount at Nov. 30, 2021	$ (2,248,399)	$ 53,712	$ 2,976,090	$ 67,445	$ (5,345,646)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
OPERATING ACTIVITIES:
Net loss	$ (1,432,171)	$ (939,319)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Shares issued for services	743,126	0
Stock-based compensation	244,840
Change in fair value of derivative liability	0	280,905
Depreciation expense	8,658	0
Amortization of debt discount	0	385,383
Amortization of right of use assets	7,892	34,585
Amortization of capitalized software costs	28,956	0
Gain on foreign exchange	(3,499)	(5,497)
Change in operating assets and liabilities,
Prepaid expenses	627	0
VAT receivable	(3,589)	(17,810)
Deposits	0	(4,683)
Accounts payable and accrued expenses	164,854	3,968
Operating lease obligation	(7,892)	(34,586)
NET CASH USED IN OPERATING ACTIVITIES	(248,198)	(297,054)
INVESTING ACTIVITIES:
Fixed asset purchases	0	(10,922)
Software development costs	0	(174,847)
NET CASH USED IN INVESTIING ACTIVITIES	0	(185,769)
FINANCING ACTIVITIES:
Proceeds from related party loan	201,244	490,212
Proceeds from convertible note	0	62,500
Repayment of loan	0	(47,962)
NET CASH PROVIDED BY FINANCING ACTIVITIES	201,244	504,750
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(9,597)	(15,814)
NET INCREASE/(DECREASE) IN CASH	(56,551)	6,113
CASH - BEGINNING OF PERIOD	69,827	38,427
CASH - END OF PERIOD	13,276	44,540
Cash paid for:
Income tax	0	0
Interest	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discount from derivative liability	$ 0	$ 26,179

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Nov. 30, 2021

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Boatim Inc.. (“we”, “our, “Boatim”, the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. Its fiscal year end is August 31.

Boatim, Inc. established Boatim Europe S.L. (“Boatim Europe”) as a private limited company pursuant to the laws of Spain on December 18, 2019, with the Company having indirect control of one hundred percent of the issued and outstanding membership interests of Boatim Europe. Boatim Europe commenced operations in February 2020 and is engaged in the business of providing software development, marketing, and selling services for Boatim Inc.

We acquired and further developed the Boatim software platform which is an online boat trading marketplace that combines data-driven technology and our digital marketing capabilities to offer a rolling subscription for service model of access to the platform for the extensive market of global boat dealers.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at November 30, 2021.

Basis of Presentation 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended November 30, 2021 are not necessarily indicative of the results that may be expected for the year ending August 31, 2022.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fixed Assets

Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years. 

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2021 and August 31, 2021.

Authoritative literature provides 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. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, convertible notes and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short term maturities.

Foreign Currency

Assets and liabilities of Boatim Europe are translated into U.S. dollars at the respective rates of exchange prevailing at the end of the reporting period. Income and expense accounts are translated at average exchange rates prevailing during the reporting period. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive income (loss) (“AOCI”) and will be included as income or expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency.

In accordance with ASC Topic 830-30, “Translation of Financial Statements”, monetary asset and liability accounts are translated into the Company’s reporting currency, the US dollar, using the closing exchange rate in effect at the balance sheet date, nonmonetary accounts are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Translation of amounts from the local currency of Boatim Europe into US$ has been made at the following exchange rates:

	November 30, 2021		August 31, 2021
Current EUR: US$ exchange rate		1.1288		1.1771
Average EUR: US$ exchange rate		1.1595		1.1951

Capitalized Software Development Costs

Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred.

Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the three months ended November 30, 2021 and for the fiscal year ended to August 31, 2021, a total of $0 and $321,562 in software development costs has been incurred, respectively.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long-lived assets were evaluated for impairment and the Company recorded impairment loss on Capitalized software development costs of $0 during the three months ended November 30, 2021 and 2020, respectively.

Leases

As of September 1, 2019, the Company adopted the provisions of “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements

The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended November 30, 2021 and 2020 [LG2], potential dilutive instruments were anti-dilutive due to the Company’s net losses.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

Recent Accounting Pronouncements

On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

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GOING CONCERN

3 Months Ended

Nov. 30, 2021

GOING CONCERN

NOTE 3 - GOING CONCERN

NOTE 3 – GOING CONCERN 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues for the three months ended November 30, 2021 and incurred recurring losses. In addition, the Company had a negative working capital as of November 30, 2021 and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on borrowings from related party to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Nov. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.

During the fiscal year ended August 31, 2021, Cayo Ventures GmbH (“Cayo”), a related party, advanced a total of $1,216,420 to the Company. Cayo is owned by the former majority shareholder and former officer, Mr. Yves Toelderer. On June 07, 2021 and June 08, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. There was no gain or loss on extinguishment recorded on the old Cayo Venture loan. During the three months ended November 30, 2021 and 2020, Cayo Ventures advanced the Company a total of $192,541 and $490,212, respectively. As of November 30, 2021 and August 31, 2021, the Company owed a total of $619,992 and 427,451, respectively, to Cayo, which includes $2,833 owed to Yves Toelderer. These loans are unsecured, non-interest bearing and due on demand.

On June 1, 2020, the Company entered into services agreement with Mr. Wolfgang Tippner, as Chief Executive Officer. The agreement calls for a sign-on bonus of $24,000, payable within 6 months from the date of the agreement and a cash compensation for his services of $8,000 per month. During the three months ended November 30, 2021 and August 31, 2020, a total of $0 has been paid to Mr. Tippner, respectively. . As of November 30, 2021 and August 31, 2021, $120,000 in accrued compensation remains outstanding.

On July 1, 2020, the Company entered into a service agreement with Mr. Patrick Burkert, as Chief Marketing Officer. The agreement calls for a sign on bonus of 500,000 shares of restricted common stock, of which 50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. He will also receive a base salary of €144,000 per year. In addition, Mr. Burkert is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. None of the bonus has been earned to date. Mr. Patrick Burkert resigned as a member of the Board of Directors on February 12, 2021. During the three months ended November 30, 2021 and 2020, a total of $0 and $38,794,respectively, has been paid to Mr. Burkert in cash compensation. As of November 30, 2021 and August 31, 2021, $0 in accrued cash compensation remains outstanding.

On January 1, 2021, the Company entered into a service agreement with Mr. Benjamin Salter, as Director and Chief Financial Officer. The agreement calls for a sign on bonus of options for 500,000 shares of common stock at a strike price of $0.10 per share. See Note 10. The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward. In addition, Mr. Salter is eligible to receive a performance bonus equal to 50% of his base salary, based upon targets set by the board of directors of the Company. During the three months ended November 30, 2021 a total of $43,992 has been paid to Mr. Salter in cash compensation. As of November 30, 2021 and August 31, 2021, $87,889 and $78,679 in accrued cash compensation remains outstanding, respectively. As of August 31, 2021, there was $0 earned or accrued for a performance-based bonus. Mr. Salter resigned as a member of the Board of Directors and as CFO on March 19, 2021 but continues with the Company heading business development and operations in Europe.

On April 1, 2021, the Company entered into an independent contractor agreement with Mr. Salter, as Head of Operations. The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company. In addition, Mr. Salter is to receive options for 25,000 shares of common stock each month at a strike price of $0.10 per share with a term of 15 months. The Company agreed to also make a cash payment to Mr. Salter on exercise of his options of $2,500. During the year ended August 31, 2021, the Company recognized $31,331 of stock-based compensation expense for the options granted under this agreement.  During the three months ended November 30, 2021 a total of $26,480 in cash compensation was paid to Mr. Salter under this agreement, and $19,840 of stock options were granted.  On January 1, 2022, Mr. Salter resigned as head of business development and operations in Europe.

On March 19, 2021, the Company entered into a service agreement with Mr. Mario Beckles, as Director and Chief Financial Officer, commencing on April 1, 2021. The agreement calls for cash compensation in the amount of $3,000 per month to be paid monthly. During the three months ended November 30, 2021 a total of $6,000 has been paid to Mr. Beckles in cash compensation. As of November 30, 2021 and August 31, 2021, $7,500 and $4,500 unpaid cash compensation is outstanding, respectively.

On June 22, 2021, the Company entered into an employment agreement with Mr. Joseph Johnson, as a member of the Board of Directors and as Chief Executive Officer. The agreement provides for a base salary of $250,000 per year, subject to an inflationary increase using the US Consumer Price Index. The agreement also provides for an annual incentive bonus equal to 200% of his base salary and a sign on bonus of 1,000,000 shares of unrestricted common stock which will be fully vested with a service period of six (6) months from the date of the agreement. In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares.. During the three months ended November 30, 2021 a total of $62,499 was earned but unpaid to Mr. Johnson and $225,000 in stock based compensation has been earned but not issued to Mr. Johnson to date. As of November 30, 2021, there was $0 earned or accrued for the incentive-based bonus. As of November 30, 2021 and August 31, 2021, $83,332 and $20,833 unpaid cash compensation is outstanding, respectively.

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LEASES

3 Months Ended

Nov. 30, 2021

LEASES

NOTE 5 - LEASES

NOTE 5 – LEASES

On February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842 provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangements and has classified these as operating leases. Additionally, the lease terms of each of our office leases are short term in nature, however, the Company elected to apply ASC Topic 842 to these leases, because we intend to renew each lease for terms longer than 12 months. As a result of the adoption of ASC Topic 842, the Company recognized a right-of-use asset and operating lease liabilities based on the present value of the minimum rental payments.

Operating Lease Obligations

On August 1, 2019, the Company entered into an office lease for a six person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,340 plus VAT in monthly payments. The lease begins August 01, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $6,842 in remaining operating lease obligation and right of use asset on April 30, 2021, in accordance with ASC Topic 842.

On December 1, 2019, the Company entered into an office lease for a nine person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €3,120 plus VAT in monthly payments. The lease begins December 1, 2019, is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company ended this nine person office lease and entered into an 8 person lease contract on May 1, 2021. As a result of the early termination of this lease, the Company wrote off $27,318 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842. This new lease calls for rent payments of €1,800 plus VAT in monthly payments. In addition, the lease also includes the use of a flexible work desk for an additional €150 plus VAT. The lease begins May 1, 2021, is month to month with no permanency clause, of which management intends to renew for 24 months. Management has evaluated this new leasing arrangement and has classified this as an operating lease and has accounted for it as a separate new lease contract due to the changes that were noted in this lease. The Company has elected to apply ASC Topic 842 to this lease, because we intend to renew this lease for a term longer than 12 months. As a result of the adoption of ASC Topic 842, the Company has recognized a right-of-use asset of $68,397 and operating lease liability of $68,397 on this lease.

On April 20, 2020, the Company entered into an office lease for a six-person office space located at Marina Port Vell Carrer de l'Escar, 26, 08039 Barcelona Spain with OneCoWork. The lease calls for rent payments of €2,550 plus VAT in monthly payments. The lease begins April 20, 2020 is month to month with a six month permanency clause, of which management intends to renew. On April 30, 2021, the Company terminated this six-person office lease and it was not renewed. As a result of the early termination of this lease, the Company wrote off $41,859 in remaining operating lease obligation on April 30, 2021, in accordance with ASC Topic 842.

The Company has recorded operating lease expense in the amount of $7,078 and $29,307 during the  three months ended November 30, 2021 and 2020, respectively As of November 30, 2021, the Company had $47,851 ($55,743, August 31, 2021) in Right of Use Asset and $45,104 (55,743, August 31, 2021) Operating lease liability. As of November 30, 2021, the discount rate for these leases is 2.04% and the weighted average remaining term is 17 months.

Future minimum operating lease payments at November 30, 2021 consist of:

2021	$	-
2022		24,062
2023		21,388
Total minimum lease payments		45,450
Less: present value discount		(346	)
Present value of minimum lease payments		45,104
Current portion of operating lease obligation		23,716
Operating Lease obligation, less current portion	$	21,388

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LOAN PAYABLE

3 Months Ended

Nov. 30, 2021

LOAN PAYABLE

NOTE 6 - LOAN PAYABLE

NOTE 6 – LOAN PAYABLE

On February 11, 2021, the Company received a short-term loan from an unrelated third party in the amount of $20,000. The loan is unsecured, has no maturity date and is non-interest bearing. On August 28, 2020, this loan was assigned to an unrelated third party for the full amount of the loan. The loan is also unsecured, has not maturity and is non-interest. As of November 30, 2021 and August 31, 2021, $20,000 remains outstanding.

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CONVERTIBLE NOTES

3 Months Ended

Nov. 30, 2021

CONVERTIBLE NOTES

NOTE 7 - CONVERTIBLE NOTES

NOTE 7 – CONVERTIBLE NOTES

On July 21, 2020, the Company issued convertible notes in the amount of $500,000 and $560,000 to two unrelated parties, in exchange for their assumption of the December 8, 2018 note and related party loans owed to Cayo for the same amounts. (See Note 4). The notes do not bear interest and matured on January 22, 2021. The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion. The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion.

On September 22, 2020, the Board approved the issuance of up to $5,000,000 in new convertible notes, in multiple tranches, convertible at maturity into common shares. During the second, third and fourth fiscal quarters ended August 31, 2021 the Company has received tranches of $62,500, $45,000, $60,000, $110,000, $130,000, $83,000 and $48,100,  respectively from unrelated parties under this facility. The note in the amount of $62,500 matures on March 31, 2021 and is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion. The note in the amount of $45,000 matures on June 22, 2021, the note in the amount of $60,000 matures on July 22, 2021, the note in the amount of $110,000 matures on August 22, 2021, the note in the amount of $130,000 matures on September 22, 2021, the note in the amount of $48,100 matures on October 1, 2021 and the note in the amount of $83,000 matures on October 1, 2021; these notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock.

Due to these provisions, the embedded conversion option of the notes issued under the September 22, 2020 issuances do not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

On January 10, 2021 the holder of the note in the amount of $500,000 converted $500,000 of its note into 578,681 shares of common stock and the unamortized discount at the date of conversion of $27,838 was written off to interest expense.

On January 10, 2021 the holder of the note in the amount of $560,000 converted $560,000 of its note into 567,108 shares of common stock and the unamortized discount at the date of conversion of $22,439 was written off to interest expense.

On April 23, 2021 the holder of the note in the amount of $62,500 converted $62,500 of its note into 135,038 shares of common stock.

On June 7, 2021 and June 8, 2021, the Company issued convertible notes in the amount of $696,000 and $441,000 to two unrelated parties, in exchange for their assumption of related party loans owed to Cayo for the same amounts. These notes are convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion but no less than $0.10 value per share of common stock. Due to these provisions, the embedded conversion option does not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

A summary of value changes to the notes for the three months ended November 30, 2021 is as follows:

Carrying value of Convertible Notes at August 31, 2021	$	1,613,556
New principal		-
Total principal		1,613,556
Less: conversion of principal		-
Less: discount related to fair value of the embedded conversion feature		-
Less: discount related to original issue discount		-
Add: amortization of discount		-
Carrying value of Convertible Notes at November 30, 2021	$	1,613,556

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COMMON STOCK

3 Months Ended

Nov. 30, 2021

COMMON STOCK

NOTE 8 - COMMON STOCK

NOTE 8 – COMMON STOCK

On October 26, 2021, the Company issued 875,000 common shares to an unrelated third party vendor for marketing services valued at $0.415 per share for a total $363,126.

On November 12, 2021, the Company issued 1,055,556 common shares to an unrelated third party vendor for marketing services valued at $0.36 per share for a total $380,000.  As of November 30, 2021, and August 31, 2020, a total of 53,711,394 and 51,780,838 shares of common stock were issued and outstanding, respectively.

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SHARE BASED COMPENSATION

3 Months Ended

Nov. 30, 2021

SHARE BASED COMPENSATION

NOTE 9 - SHARE BASED COMPENSATION

NOTE 9 - SHARE-BASED COMPENSATION

Stock Options

During the three months ended November 30, 2021, the Company granted options for the purchase of the Company’s common stock to certain employees and consultants as consideration for services rendered. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options generally vest upon the one-year anniversary date of the grant and have a maximum term of fifteen months.

The following summarizes the stock option activity for the three months ended November 30, 2021:

	Options Outstanding		Weighted-Average Exercise Price
Balance as of August 31, 2021		175,000	$	0.10
Grants		75,000		0.10
Exercised		-		-
Forfeited		-		-
Balance as of November 30, 2021		250,000	$	0.10

The total share-based compensation expense in connection with issuance of stock options recognized during the three months ended November 30, 2021 was $19,840. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the three months ended November 30, 2021:

Expected term (years)	1.25 years
Expected stock price volatility	144-154		%
Weighted-average risk-free rate	0.10-0.20		%
Expected dividend		-

Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term.

The following summarizes certain information about stock options vested and expected to vest as of November 30, 2021:

	Number of Options		Weighted-Average Remaining Contractual Life (in Years)		Weighted-Average Exercise Price
Outstanding		250,000		0.83	$	0.10
Exercisable		250,000		0.83	$	0.10
Expected to vest		0		0.83	$	0.10

Restricted Stock Awards

The following summarizes the restricted stock activity for the three months ended November 30, 2021:

			Weighted-Average
	Shares		Exercise Price
Balance as of August 31, 2021		450,000	$	1.25
Shares of restricted stock granted		-		-
Exercised		-		-
Cancelled		-		1.25
Balance as of November 30, 2021		450,000	$	1.25

	November 30,		August 31,
Number of Restricted Stock Awards	2021		2021
Vested		450,000		450,000
Non-vested		-		-
		450,000		450,000

As of November 30, 2021 and August 31, 2021, there was unrecognized compensation cost of $0, related to non-vested share-based compensation, respectively, which is expected to be recognized over the next year. In addition, none of the restricted share awards presented above has been issued or outstanding as of November 30, 2021.

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SUBSEQUENT EVENTS

3 Months Ended

Nov. 30, 2021

SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS 

On January 4, 2022, the Company received $217,500 in exchange for a December 20, 2021 secured convertible note in the amount of $275,000 from an unrelated third party, This note, was issued with a $27,500 original issue discount, a $27,500 one time interest charge and a $2,500 charge for legal fees. The note matures 12 months after the issuance date and bears a 10% interest rate. The note is convertible at any time at a fixed price of $0.13 or the finalized price in a Reg A offering and in the event of  default notice a conversion price of $0.01 per share. In addition the Company issued to the note holder 2,750,000 common stock as commitment shares as well as 1,100,000 warrants shares to purchase common stock at a exercise price of $0.25 per share.

On January 7, 2022, the Company received $143,166 in exchange for a December 22, 2021 secured convertible note in the amount of $166,666 from an unrelated third party, This note, was issued with a $16,666 original issue discount, $3,333 one commission charge and a $3,500 charge for legal fees. The note matures eight months from the date of issuance and bears a 5% interest rate. The note is convertible at any time at a fixed price of $0.15 or the finalized price in a Reg A offering and in the event of  default notice a conversion price of $0.01 per share  In addition the Company issued to the note holder 456,621 common stock as commitment shares as well as 277,778 warrants shares to purchase common stock at a exercise price of $0.30 per share.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Nov. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at November 30, 2021.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended November 30, 2021 are not necessarily indicative of the results that may be expected for the year ending August 31, 2022.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fixed Assets

Fixed assets are stated at historical cost less accumulated depreciation. The historical cost of acquiring an item of fixed assets includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Costs associated with repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 years. 

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2021 and August 31, 2021.

Authoritative literature provides 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. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, convertible notes and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short term maturities.

Foreign Currency

Assets and liabilities of Boatim Europe are translated into U.S. dollars at the respective rates of exchange prevailing at the end of the reporting period. Income and expense accounts are translated at average exchange rates prevailing during the reporting period. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive income (loss) (“AOCI”) and will be included as income or expense only upon sale or liquidation of the underlying entity. Boatim Europe considers its local currency (EURO) as its functional currency.

In accordance with ASC Topic 830-30, “Translation of Financial Statements”, monetary asset and liability accounts are translated into the Company’s reporting currency, the US dollar, using the closing exchange rate in effect at the balance sheet date, nonmonetary accounts are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Translation of amounts from the local currency of Boatim Europe into US$ has been made at the following exchange rates:

	November 30, 2021		August 31, 2021
Current EUR: US$ exchange rate		1.1288		1.1771
Average EUR: US$ exchange rate		1.1595		1.1951

Capitalized Software Development Costs

Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred.

Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the three months ended November 30, 2021 and for the fiscal year ended to August 31, 2021, a total of $0 and $321,562 in software development costs has been incurred, respectively.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long-lived assets were evaluated for impairment and the Company recorded impairment loss on Capitalized software development costs of $0 during the three months ended November 30, 2021 and 2020, respectively.

Leases

As of September 1, 2019, the Company adopted the provisions of “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements

The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended November 30, 2021 and 2020 [LG2], potential dilutive instruments were anti-dilutive due to the Company’s net losses.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors and non-employees (effective September 1, 2019), the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

Recent Accounting Pronouncement

On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04 in response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Nov. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of Foreign Currency Translation

	November 30, 2021		August 31, 2021
Current EUR: US$ exchange rate		1.1288		1.1771
Average EUR: US$ exchange rate		1.1595		1.1951

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LEASES (Tables)

3 Months Ended

Nov. 30, 2021

LEASES

Summary of future minimum operating lease payments

2021	$	-
2022		24,062
2023		21,388
Total minimum lease payments		45,450
Less: present value discount		(346	)
Present value of minimum lease payments		45,104
Current portion of operating lease obligation		23,716
Operating Lease obligation, less current portion	$	21,388

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CONVERTIBLE NOTES (Tables)

3 Months Ended

Nov. 30, 2021

CONVERTIBLE NOTES

Summary of convertible notes

Carrying value of Convertible Notes at August 31, 2021	$	1,613,556
New principal		-
Total principal		1,613,556
Less: conversion of principal		-
Less: discount related to fair value of the embedded conversion feature		-
Less: discount related to original issue discount		-
Add: amortization of discount		-
Carrying value of Convertible Notes at November 30, 2021	$	1,613,556

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SHARE BASED COMPENSATION (Tables)

3 Months Ended

Nov. 30, 2021

SHARE BASED COMPENSATION

Summary of Stock option activity

	Options Outstanding		Weighted-Average Exercise Price
Balance as of August 31, 2021		175,000	$	0.10
Grants		75,000		0.10
Exercised		-		-
Forfeited		-		-
Balance as of November 30, 2021		250,000	$	0.10

Summary of weighted average assumptions Table Text Block

Expected term (years)	1.25 years
Expected stock price volatility	144-154		%
Weighted-average risk-free rate	0.10-0.20		%
Expected dividend		-

Summary of stock option vested

	Number of Options		Weighted-Average Remaining Contractual Life (in Years)		Weighted-Average Exercise Price
Outstanding		250,000		0.83	$	0.10
Exercisable		250,000		0.83	$	0.10
Expected to vest		0		0.83	$	0.10

Summarizes the restricted stock activity

			Weighted-Average
	Shares		Exercise Price
Balance as of August 31, 2021		450,000	$	1.25
Shares of restricted stock granted		-		-
Exercised		-		-
Cancelled		-		1.25
Balance as of November 30, 2021		450,000	$	1.25

	November 30,		August 31,
Number of Restricted Stock Awards	2021		2021
Vested		450,000		450,000
Non-vested		-		-
		450,000		450,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Nov. 30, 2021	Aug. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Current EUR: US$ exchange rate	1.1288	1.1771
Average EUR: US$ exchange rate	1.1595	1.1951

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2021	Nov. 30, 2020	Aug. 31, 2021
Estimated useful lives of the assets	3 years
Impairment loss	$ 0	$ 0
Capitalized Software Development Costs [Member]
Software development costs	$ 0		$ 321,562

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GOING CONCERN (Details Narrative)	3 Months Ended
	Nov. 30, 2021 USD ($)
GOING CONCERN
Revenues	$ 0

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RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended			12 Months Ended
	Nov. 30, 2021 USD ($) $ / shares shares	Nov. 30, 2021 EUR (€) shares	Nov. 30, 2020 USD ($)	Aug. 31, 2021 USD ($) shares	Aug. 31, 2020 USD ($)	Aug. 31, 2019 USD ($)	Jun. 08, 2021 USD ($)	Jun. 07, 2021 USD ($)	Apr. 23, 2021 USD ($) shares
Stock-based compensation expense	$ 244,840
Common stock shares issued | shares	53,711,394			51,780,838					135,038
Due to related parties	$ 2,976,090			$ 1,990,055
Convertible notes issued	48,100								$ 62,500
June 22, 2021 [Member] | Mr Johnson [Member]
Cash compensation	62,499
Accrued compensation	225,000
Salary paid	$ 250,000
Unrestricted common stock | shares	1,000,000	1,000,000
Agreement description	In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares	In addition, Mr. Johnson is eligible to receive a performance bonus equal to 1,000,000 fully vested shares of common stock for each net liquid $1,000,000 in equity raised by the Company during his first six (6) months of tenure as CEO, up to a maximum of 5,000,000 shares
Unpaid cash compensation	$ 83,332			20,833
Mr. Benjamin Salter [Member] | April 1, 2021 [Member]
Option term	15 months	15 months
Agreement Descriptions	the Company entered into an independent contractor agreement with Mr. Salter, as Head of Operations. The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company	the Company entered into an independent contractor agreement with Mr. Salter, as Head of Operations. The agreement calls for a monthly payment of CHF 14,000 per month with CHF 8,000 to be paid in cash and the balance of $6,000 to be deferred on a monthly basis up to an amount not exceeding CHF 70,000 with payment terms to be decided by the Company
Option granted | shares	25,000	25,000
Strike price | $ / shares	$ 0.10
Exercise cash payment	$ 2,500
Cash compensation	26,480
Stock options granted	19,840
Stock-based compensation expense	$ 31,331
Mr. Benjamin Salter [Member] | January 1, 2021 [Member] | Director And Chief Financial Officer [Member]
Agreement Descriptions	The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward	The options must be exercised within 15 months from the date of the agreement and can be executed no earlier as follows: 50,000 within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months. The agreement calls for a base salary of Swiss francs (CHF) 150,000 per year, increasing to CHF 180,000, payable in increments of CHF 15,000 per month from April 1, 2021 onward
Strike price | $ / shares	$ 0.10
Cash compensation	$ 43,992
Common stock shares issued | shares	500,000
Performance Bonus	50.00%	50.00%
Accrued compensation	$ 87,899			78,679
Performance-based bonus	$ 0
Mr. Patrick Burkert [Member] | July 1, 2020 [Member]
Agreement Descriptions	50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months	50,000 shares are due within two weeks of the date of the agreement, 200,000 shares after 6 months, and the remaining shares after 12 months
Cash compensation	$ 0		$ 38,794
Performance Bonus	50.00%	50.00%
Accrued compensation	$ 0			0
Salary paid | €		€ 144,000
Mr. Chris Roy [Member] | June 15, 2020 [Member]
Performance Bonus	50.00%	50.00%
Accrued compensation	$ 0			0
Salary paid | €		€ 125,000
Mr. Mario Beckles [Member] | March 19, 2021 [Member] | Director And Chief Financial Officer [Member]
Cash compensation	6,000
Accrued compensation	7,500			4,500
Cash compensation monthly	3,000
Mr. Wolfgang Tippner [Member] | June 1, 2020 [Member]
Cash compensation	0				$ 0
Accrued compensation	120,000			120,000
Cash compensation monthly	$ 8,000
Common Shares | shares	24,000	24,000
Mr. Yves Toelderer [Member]
Due to related parties	$ 2,833
Mr. Patrick Heneise [Member] | June 1, 2020 [Member]
Common Shares | shares	200,000	200,000
Stock based compensation, shares | shares	200,000	200,000
Cayo Ventures [Member]
Due to related parties	$ 619,992			427,451
Due to related party for acquisition of intangible asset						$ 500,000
Advance from related party	$ 192,541		$ 490,212	$ 1,216,420
Convertible notes issued							$ 441,000	$ 696,000

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LEASES (Details) - USD ($)	Nov. 30, 2021	Aug. 31, 2021
LEASES
2021	$ 0
2022	24,062
2023	21,388
Total minimum lease payments	45,450
Less: present value discount	(346)
Present value of minimum lease payments	45,104
Current portion of operating lease obligation	23,716
Operating Lease obligation, less current portion	$ 21,388	$ 22,410

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LEASES (Details Narrative)	3 Months Ended
	Nov. 30, 2021 EUR (€)	Nov. 30, 2021 USD ($)	Nov. 30, 2020 USD ($)	Aug. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)
Lease discount rate		2.04%
Weighted average remaining term	17 years	17 years
Operating lease expense		$ 7,078	$ 29,307
Right of use asset and operating lease liability recognized from adoption of ASC 842		68,397
Right of use asset - operating lease		47,851		$ 45,104
May 1, 2021 [Member]
Lease rental expense, per month | €	€ 1,800
Additional rent payment | €	150
April 20, 2020 [Member]
Lease rental expense, per month | €	2,550
Write off remaining operating lease obligation					$ 41,859
December 01, 2019 [Member]
Operating lease expense		$ 68,397
Lease rental expense, per month | €	3,120
Write off remaining operating lease obligation					27,318
August 1, 2019 [Member]
Lease rental expense, per month | €	€ 2,340
Write off remaining operating lease obligation					$ 6,842

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LOAN PAYABLE (Details Narrative) - Third Party [Member] - February 11, 2021 [Member] - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2021	Aug. 31, 2021
Outstanding loan	$ 20,000	$ 20,000
Loan received from related party	$ 20,000

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CONVERTIBLE NOTES (Details)	Nov. 30, 2021 USD ($)
CONVERTIBLE NOTES
Carrying value of Convertible Notes at August 31, 2020	$ 1,613,556
New principal	0
Total principal	1,613,556
Less: conversion of principal	0
Less: discount related to fair value of the embedded conversion feature	0
Less: discount related to original issue discount	0
Add: amortization of discount	0
Carrying value of Convertible Notes at November 30, 2021	$ 1,613,556

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CONVERTIBLE NOTES (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended
	Dec. 08, 2018	Apr. 23, 2021	Jan. 10, 2021	Jul. 21, 2020	Nov. 30, 2021	Aug. 31, 2021	Jun. 08, 2021	Jun. 07, 2021
Note issued to related parties		$ 62,500
Common stock issued		135,038			53,711,394	51,780,838
Convertible notes issued		$ 62,500			$ 48,100
Received from unrelated party					$ 45,000
Maturity date					Oct. 01, 2021
Cayo Ventures [Member]
Note issued to related parties	$ 560,000			$ 500,000
Convertible notes issued							$ 441,000	$ 696,000
Common stock per share					$ 0.10
Debt instrument descriptions	The second note in the amount of $560,000 is convertible into common stock at the rate equivalent to 80% of the Company’s 30-day average stock price prior to conversion			The first note in the amount of $500,000 is convertible into common shares at the rate equivalent to 70% of the Company’s 30-day average stock price prior to conversion
Maturity date					Jan. 22, 2021
September 22, 2020 [Member] | Tranches One [Member]
Convertible notes issued					$ 45,000
Received from unrelated party					$ 48,100
Maturity date					Jun. 22, 2021
September 22, 2020 [Member] | Tranches Two [Member]
Convertible notes issued					$ 60,000
Received from unrelated party					$ 60,000
Maturity date					Jul. 22, 2021
September 22, 2020 [Member] | Tranches Three [Member]
Convertible notes issued					$ 110,000
Received from unrelated party					$ 110,000
Maturity date					Aug. 22, 2021
September 22, 2020 [Member] | Tranches four [Member]
Convertible notes issued					$ 130,000
Received from unrelated party					$ 130,000
Maturity date					Sep. 22, 2021
September 22, 2020 [Member] | Tranches five [Member]
Convertible notes issued					$ 83,000
Received from unrelated party					$ 83,000
Maturity date					Oct. 01, 2021
September 22, 2020 [Member] | Tranches [Member]
Note issued to related parties					$ 5,000,000
Convertible notes issued					62,500
Received from unrelated party					$ 62,500
Maturity date					Mar. 31, 2021
Common stock per share					$ 0.10
Second Note [Member]
Note issued to related parties			$ 560,000
Convertible notes issued			$ 560,000
Conversion of common stock shares			567,108
Unamortized debt discount			$ 22,439
First Note [Member]
Note issued to related parties			500,000
Convertible notes issued			$ 500,000
Conversion of common stock shares			578,681
Unamortized debt discount			$ 27,838

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COMMON STOCK (Details Narrative) - USD ($)		1 Months Ended
	Nov. 12, 2021	Oct. 26, 2021	Nov. 30, 2021	Aug. 31, 2021	Apr. 23, 2021
Common stock issued			53,711,394	51,780,838	135,038
Common stock, shares outstanding			53,711,394	51,780,838
Unrelated Party [Member]
Common shares issued for service	1,055,556	875,000
Price per share	$ 0.36	$ 0.415
Common shares issued for service, value	$ 380,000	$ 363,126

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SHAREBASED COMPENSATION (Details) - Stock Options [Member] - $ / shares	3 Months Ended	12 Months Ended
	Nov. 30, 2021	Aug. 31, 2021
Options outstanding, Beginning	175,000	0
Options outstanding, Grants	75,000	625,000
Options outstanding, Exercised	0	0
Options outstanding, Forfeited	0	(450,000)
Options outstanding, Ending	250,000	175,000
Weighted average exercise price Balance, Beginning	$ 0.10	$ 0
Weighted average exercise price, Grants	0.10	0.10
Weighted average exercise price, Exercised	0	0
Weighted average exercise price, Forfeited	0	0.10
Weighted average exercise price Balance, Ending	$ 0.10	$ 0.10

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SHAREBASED COMPENSATION (Details 1)	3 Months Ended
	Nov. 30, 2021 USD ($)
Maximum [Member]
Expected stock price volatility	154.00%
Weighted-average risk-free rate	0.20%
Minimum [Member]
Expected stock price volatility	144.00%
Weighted-average risk-free rate	0.10%
Weighted Average Assumptions Stock Options Granted [Member]
Expected term (years)	1 year 3 months
Expected dividend	$ 0

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SHAREBASED COMPENSATION (Details 2) - Stock Options Vested [Member]	3 Months Ended
	Nov. 30, 2021 $ / shares shares
Number of options, Outstanding | shares	250,000
Number of options, Exercisable | shares	250,000
Number of options, Expected to vest | shares	0
Weighted-average remaining contractual life, Outstanding	9 months 29 days
Weighted-average remaining contractual life, Exercisable	9 months 29 days
Weighted-average remaining contractual life, Expected to vest	9 months 29 days
Weighted-average exercise price, Exercisable | $ / shares	$ 0.10
Weighted-average exercise price, Expected to vest | $ / shares	0.10
Weighted-average exercise price, Outstanding | $ / shares	$ 0.10

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SHAREBASED COMPENSATION (Details 3) - Restricted Stock [Member]	3 Months Ended
	Nov. 30, 2021 $ / shares shares
Shares Balance, Beginning | shares	450,000
Shares of restricted stock granted, shares | shares	0
Shares of restricted stock Exercised, shares | shares	0
Shares of restricted stock Cancelled, shares | shares	0
Shares Balance, Ending | shares	450,000
Weighted average exercise price Balance, Beginning | $ / shares	$ 1.25
Weighted-average exercise price, Shares of restricted stock granted, per share | $ / shares	0
Weighted-average exercise price, Shares of restricted stock Exercised, per share | $ / shares	0.00
Weighted-average exercise price, Shares of restricted stock Cancelled, per share | $ / shares	1.25
Weighted average exercise price Balance, Ending | $ / shares	$ 1.25

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SHAREBASED COMPENSATION (Details 4) - shares	3 Months Ended	12 Months Ended
	Nov. 30, 2021	Aug. 31, 2021
Number of Restricted Stock Swards
Vested	450,000	450,000
Restricted stock	450,000	450,000

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SHAREBASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2021	Aug. 31, 2021
Total fair value of stock options recognized	$ 19,840
Restricted Stock Awards [Member]
Unrecognized compensation cost	$ 0	$ 0

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SUBSEQUENT EVENTS (Details Narrative1)	4 Months Ended
	Dec. 30, 2021 USD ($)
Subsequent Event [Member]
Company Borrowed	$ 121,537

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		4 Months Ended
	Dec. 22, 2021	Dec. 20, 2021	Nov. 30, 2021	Nov. 30, 2020	Dec. 30, 2021
Convertible note ,amount			$ 0	$ 62,500
One time interest charge			3,515	(660,791)
Original issue discount			$ 0	$ 385,383
Subsequent Event [Member]
Company Borrowed					$ 121,537
Unrelated Party [Member] | Subsequent Event [Member]
Interest rate	5.00%	10.00%
Company Borrowed	$ 143,166	$ 217,500
Conversion price	$ 0.01	$ 0.01
Convertible note ,amount	$ 166,666	$ 275,000
Legal fees	$ 3,500	$ 2,500
Price per share	$ 0.15	$ 0.13
Exercise pice	$ 0.30	$ 0.25
Common stock as commitment shares	456,621	2,750,000
One time interest charge	$ 3,333	$ 27,500
Original issue discount	$ 16,666	$ 27,500
Warrant shares	277,778	1,100,000