Stockholders' Deficit

12 Months Ended

Aug. 31, 2017

Equity [Abstract]

Stockholders' Deficit

NOTE 6 - STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001 per share. Each share of preferred stock is convertible into common stock on a one-for-one basis. As of August 31, 2017, there are 3,250,000 shares of preferred stock issuable, and outstanding.

During the year ended August 31, 2017, the Company exchanged 3,250,000 common shares owned by officers and directors for 3,250,000 Series A Preferred shares and valued the transaction at $121,875. The Series A Preferred Stock have voting rights of 1,000 votes for each share of Series A Preferred Stock.

The Corporation will pay dividends or distributions equal to the amount of dividends or distributions per share of Common Stock if and when declared.

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Corporation's Preferred Stock entitled, by reason of their ownership of Preferred Stock, receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Stock and Common Stock.

Common Stock

The Company was authorized to issue up to 750,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

On May 10, 2017, the Company issued 500,000 shares of common stock and will issue a 1,000,000 shares of common stock for the acquisition of certain assets from Healthy Life Pets, LLC. The shares were valued at $270,000. See Note 2.

During the year ended August 31, 2017, the Company has issued or is contractually obligated to issue, 58,918,898 common shares for services valued at $24,310,040, of which $23,703,234 has been recorded as stock-based compensation. The Company will amortize $606,806 over the remaining service period.

During the year ended August 31, 2017, the Company issued 250,000 common shares to a shareholder for debt valued at $150,000. The Company recorded the $150,000 in interest expense during the year ended August 31, 2017.

During the year ended August 31, 2017, the Company issued 2,500,000 common shares to a shareholder for the conversion of debt valued at $150,000. The Company recorded $162,500 in interest expense for the inducement during the year ended August 31, 2017.

During the year ended August 31, 2017, the Company issued 399,000 common shares to a shareholder for the conversion of debt valued at $42,500.

During the year ended August 31, 2017, the Company issued 5,000,000 common shares to a shareholder for the settlement of accrued expenses of $300,000. The Company valued the common stock at $625,000 and recorded $325,000 in stock compensation for the settlement during the year ended August 31, 2017.

During the year ended August 31, 2017, the Company issued 125,000 common shares valued at $20,950 to a shareholder for debt of $75,000. The Company recorded the $20,950 in interest expense during the year ended August 31, 2017.

Employment Agreements

Included in the above paragraph, in January 2017, the Company entered into an employment agreement with our Vice-President of marketing. The agreement is through February 2019. The Company will pay $6,300 per month and 1,500,000 shares of restricted common stock which 100,000 vest immediately and 350,000 common shares vest every six months. The common shares were valued at $240,000 and $56,000 was recorded as stock compensation for the year ended August 31, 2017. The Company terminated the agreement effective August 31, 2017. The Company is obligated to issue 350,000 common shares in connection with the agreement.

Included in the above paragraph, in January 2017, the Company entered into an employment agreement with the President of the pet foods division. The agreement is through December 2018. The Company will pay $12,500 per month and 3,000,000 shares of restricted common stock which 350,000 common shares vest every three months. The common shares were valued at $600,000 and $150,000 was recorded as stock compensation for the year ended August 31, 2017. The Company will record the remaining $450,000 over the service period or through December 2018. The Company is obligated to issue 150,000 common shares in connection with the agreement.

 The Company terminated all employment agreements as of August 31, 2017. The Company, upon sufficient additional funding, will renegotiate employment agreements accordingly.

Stock Option Plan

On June 9, 2016, the Board of Directors approved the 2016 Stock Option Plan which reserved 20,000,000 shares of common stock.

The Company has granted options to an employee and to a consultant. Options activity for the year ended August 31, 2017 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Options		Price		Terms		Value
Outstanding at August 31, 2016		4,000,000	$	0.25
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding at August 31, 2017		4,000,000	$	0.25		1.77	$	369,200
Exercisable at August 31, 2017		4,000,000	$	0.25