Stockholders' Deficit

6 Months Ended

Feb. 28, 2018

Equity [Abstract]

Stockholders' Deficit

NOTE 5 - 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 February 28, 2018, 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 are entitled, by reason of their ownership of Preferred Stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of 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.

During the six months ended February 28, 2018, the Company issued or had issuable 349,594 common shares valued at approximately $24,000 for legal services and approximately $91,000 of stock-based compensation.

On January 19, 2018, the Company issued Hoppel 441,538 shares of common stock for a true up adjustment related to the original inducement for note payable.

Employment Agreements

On January 30, 2018, the Company and Salvagno agreed to an amendment of Salvagno’s employment agreement. The amendment ratified his salary of $1 per year. Additionally, the amendment included a cash bonus of $100,000 per year of service (portions of a year are prorated) in the event of a change of control. As of March 22, 2018, the Company had a change of control. Therefore, on the date of the change of control, the Company would have a liability to Salvagno for $175,000 for his one year and nine months of service but, the Company and Salvagno agreed on a discounted liability of $80,000. See Notes 4 and 9.

The Company terminated all employment agreements as of August 31, 2017. Subsequently, the Company negotiated a new employment agreement with Salvagno. The Company, upon sufficient additional funding, will renegotiate other 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 six months ended February 28, 2018 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Options		Price		Terms		Value
Outstanding at August 31, 2017		4,000,000	$	0.25		1.28	$	-
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding at February 28, 2018		4,000,000	$	0.25		1.28	$	-
Exercisable at February 28, 2018		4,000,000	$	0.25