Notes Payable

3 Months Ended

Nov. 30, 2017

Debt Disclosure [Abstract]

Notes Payable

NOTE 3 – NOTES PAYABLE

The Company has notes payable as of November 30, 2017 are as follows:

Notes payable and convertible notes payable	November 30, 2017									August 31, 2017
			Debt									Debt
	Principal		Discount			OID		Principal		Principal		Discount			OID			Principal
Shelton Davis (1)	$	25,000	$	-		$	-	$	25,000	$	25,000	$	-		$	-		$	25,000
Steven Sass (1)		25,000		-			-		25,000		25,000		-			-			25,000
Alkmini Anastasiadou		297,000		-			-		297,000		312,000		-			-			312,000
Luke Hoppel (1)		75,000		(50,957	)		-		24,043		75,000		(59,697	)		(18,331	)		(3,028	)
PowerUp (1)		53,000		(28,383	)		-		24,617		53,000		(42,654	)		-			10,346
Auctus (1)		135,000		(123,132	)		-		11,868		-		-			-			-
	$	610,000	$	(202,472	)	$	-	$	407,528	$	490,000	$	(102,351	)	$	(18,331	)	$	369,318

(1) Convertible

On July 27, 2016, the Company executed a convertible promissory note with Shelton Avery Davis, as part of a private offering, for $25,000. The note has a maturity date of July 27, 2017 and bears interest of 10% which accrues. The note converts into common stock at $0.25 per share. As of November 30, 2017, $3,123 of interest has been accrued. On July 27, 2017, the note was extended to July 27, 2018.

On December 8, 2016, the Company executed a convertible promissory note with Steven Sass, as part of a private offering, for $25,000. The note has a maturity date of December 8, 2017 and bears interest of 10% which accrues. The note converts into common stock $0.25 per share. As of November 30, 2017, $2,452 of interest has been accrued.

On July 18, 2017, the Company executed a convertible promissory note with Luke Hoppel for $75,000. The note has a maturity date of July 18, 2018 and bears interest of 8% which accrues. As of November 30, 2017, $2,236 of interest has been accrued. The note is convertible at 60% of the average of the three lowest daily traded prices during the 25 consecutive trading days immediately preceding the applicable conversion date. The Company recorded a debt discount of $67,880. As of November 30, 2017, $16,923 has been amortized.

On August 28, 2017, the Company executed a convertible promissory note with PowerUp for $53,000. The note has a maturity date of May 30, 2018 and bears interest of 12% which accrues. As of November 30, 2017, $1,655 of interest has been accrued. The note is convertible at 58% of the average of the three lowest daily traded prices during the 10 consecutive trading days immediately preceding the applicable conversion date. The Company recorded a debt discount of $43,124. As of November 30, 2017, $14,741 has been amortized.

On November 6, 2017, the Company entered into a convertible promissory note for $135,000 with Auctus Fund, LLC (“Auctus”). The note matures on August 6, 2018 and bears interest of 12%. The conversion feature provides for a discount of 40% resulting in a debt discount of $135,000. The Company is required to issue 123,875 shares of common stock to Auctus which were an inducement for the financing. As of November 30, 2017, the 123,875 shares of common stock which has not been issued and valued at approximately $12,000. As of November 30, 2017, $1,110 of interest has been accrued. As of November 30, 2017, $135,000 has been amortized.

Note payable

On May 15, 2017, the Company entered into a settlement agreement with Arthur G. Mikaelian, et al (see Note 6 for all parties, the “Settlement Agreement”). Mikaelian had a financial obligation to Alkmini Anastasiadou (“Anastasiadou”), which was unrelated to the Company. As part of the Settlement Agreement, the Company would assume the debt of Mikaelian to Anastasiadou, as settlement between them, of $322,000, in a promissory note (the “Anastasiadou Note”). The terms of the Anastasiadou Note are 3% interest, with installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017. As of November 30, 2017, the balance of the note was $297,000 and the accrued interest was $5,069. In connection with the settlement, the Company issued $322,000 in notes payable, reversed accounts payable of $110,400 and recorded a loss of $211,600. On December 27, 2017, the Company and Anastasiadou executed a replacement promissory note (the “Anastasiadou Replacement Note”) which modified the monthly payments to $7,000 beginning on January 1, 2018 with a balloon payment on July 1, 2018.

The Company has notes payable to related parties, net of discounts, as of November 30, 2017 and August 31, 2017, as follows:

	November 30, 2017								August 31, 2017
Notes payable to related			Debt								Debt
parties, net of discounts	Principal		Discount		OID		Principal		Principal		Discount		OID		Principal
Ralph Salvagno	$	153,011	$	-	$	-	$	153,011	$	153,011	$	-	$	-	$	153,011
Ralph Salvagno		59,852		-		-		59,852		59,852		-		-		59,852
Ralph Salvagno		24,830		-		-		24,830		24,830		-		-		24,830
Ralph Salvagno		98,665		-		-		98,665		98,665		-		-		98,665
	$	336,358	$	-	$	-	$	336,358	$	336,358	$	-	$	-	$	336,358

On August 31, 2016, the Company executed a promissory note with Ralph Salvagno (“Salvagno”), the Company’s CEO and Director, for $153,011. The note is due on demand and bears interest at 2% per annum which accrues. As of November 30, 2017, $3,823 of interest has been accrued. See Note 5.

On January 14, 2017, the Company executed a promissory note with Salvagno for $59,852. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of November 30, 2017, $2,105 of interest has been accrued. See Note 5.

On March 18, 2017, the Company executed a promissory note with Salvagno for $24,830. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of November 30, 2017, $702 of interest has been accrued. See Note 5.

On May 31, 2017, the Company executed a promissory note with Salvagno for $98,664. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of November 30, 2017, $995 of interest has been accrued. See Note 5.