Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations

v3.10.0.1
Note 4 - Discontinued Operations
9 Months Ended
May 31, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 4 – Discontinued Operations


On August 21, 2018, the Company at the request of other parties to the March 2018 agreements cancelled all of the business agreements, related to Yield. The Company’s guaranty of the $5.5 million Note payable was cancelled and the warrants were modified As a result, the Company entered into a Restructuring Agreement and conveyed to Madison its ownership interest in Yield, including the right to continue the business and affairs of Yield stemming from the March 2018 bitcoin transaction in which the Company sought to enter into bitcoin and other cryptocurrency lending arrangements.


Pursuant to the terms of the Restructuring Agreement, the parties agreed to modify the terms of the Former Agreements by (a) assigning to Madison all of the capital stock of Yield to provide for the continuation of the business of Yield as a subsidiary of Madison, (b) terminating the Guaranty Agreement by and between the Company and Prism, and (c) canceling 15,000,000 of 25,000,000 the warrants issued to Prism in connection with the NPA. On the Effective Date, the Company transferred its capital stock of Yield to Madison (the “Transfer”) and terminated the Guaranty Agreement, thus, the Company’s liability for the Senior Note, as defined below, issued pursuant to the NPA, was extinguished upon the Transfer.


In connection with the Restructuring Agreement, the Company entered into a Securities Purchase Agreement with Madison pursuant to which the Company transferred to Madison all of the capital stock of Yield. Further, the parties released each other from claims with respect to the original purchase of the BTC and the Former Agreements. No payments under the Bitcoin Agreement will be required to be made to the Company.


There are no continuing cash inflows our outflows to or from the discontinued operations.


The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets:


   

May 31,

   

August 31,

 
   

2018

   

2017

 
                 

Current assets - discontinued operations:

               

Accounts receivable

  $ 9,415     $ -  

BTC loan Receivable, net of original issue discount of $500,000

    5,000,000       -  

Reserve for BTC loan Receivable

    (5,000,000

)

    -  

Total current assets - discontinued operations:

  $ 9,415     $ -  

Current liabilities - discontinued operations:

               

Accrued liabilities

  $ 212,234     $ -  

Derivative liabilities

    11,523,763          

Senior note payable

    5,500,000       -  

Total current liabilities - discontinued operations:

  $ 17,235,997     $ -  

The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the three and nine months ended May 31, 2018:


   

Three Months Ended

 
   

May 31, 2018

 

Share income

  $ (10,870

)

  $ -  

Sales, general and administrative

    368,782       -  

Interest expense

    8,605,624       -  

Mark to market BTC

    509,730       -  

Mark to market derivative liability

    3,535,673          

Reserve for uncollectible note receivable

    4,490,270       -  

Loss from discontinued operations, net of tax

  $ 17,499,209     $ -  

   

Nine Months Ended

 
   

May 31, 2018

 

Share income

  $ (10,870

)

  $ -  

Sales, general and administrative

    368,782       -  

Interest expense

    8,605,624       -  

Mark to market BTC

    509,730       -  

Mark to market derivative liability

    3,535,673          

Reserve for uncollectible note receivable s

    4,490,270       -  

Loss from discontinued operations, net of tax

  $ 17,499,209     $ -  

The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations:


Cash flow: Major line items


   

Nine Months Ended

 
   

May 31, 2018

   

May 31, 2017

 

Income (Loss)

  $ (17,499,209

)

       

Amortization of debt discount

  $ 5,500,000     $ -  

Reserve BTC note receivable

  $ 5,000,000          

Mark to market fair value of derivative liability

  $ 3,535,673          

Warrant value in excess of note

  $ 2,988,090     $ -  

Loss on value of BTC

  $ 509,730     $ -  

Accrued liabilities

  $ 486,316     $ -