CONVERTIBLE DEBT | 3. CONVERTIBLE DEBT The following transactions occurred during the year ended August 31, 2016: a) On October 27, 2014, the Company issued a convertible note in the amount of $165,000 in exchange for consulting services rendered. The note is non-interest bearing, due on October 27, 2015, and is unsecured. The note may be converted into the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after April 28, 2015. During the year ended August 31, 2015, $106,650 was converted into 43,314,479 common shares of the Company. As at August 31, 2016, the principal remaining of this note was $58,250 (2015: $58,250) with a fair value of $122,972 (2015: $128,806) determined based on the fair value of the shares would be converted at August 31, 2016. b) On March 19, 2015, the Company entered into an agreement for two convertible notes in the amount of $26,500 each. The first note was issued in March 2015, for proceeds of $25,000 (net of $1,500 of financing fees), bears interest at 8%, and is due on March 19, 2016. The second note was paid for by the issuance of an offsetting $26,500 secured note issued to the Company. The second $26,500 note was issued and received in cash on November 13, 2015. The lender may convert the entire note amount into shares of the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time. The first note is convertible into shares after the second note has been received by the Company. The Company issued 2,463,467 common stock with a fair value of $147,769 on conversion of the notes issued in March 2015 and November 2015. c) On April 30, 2015, the Company issued a convertible unsecured note in the amount of $62,000 (including $7, 000 of financing fees). The note carries an interest rate of 12% (22% default rate), and was due on January 30, 2016. During the year ended August 31, 2016, $Nil (2015: $2,507) of interest was accrued on this note. The fair value of the note (including accrued interest) as at August 31, 2016 is $Nil (2015: $92,407). During the year ended August 31, 2016, the Company issued 3,373,329 common stock with a fair value of $222,578 on conversion of this convertible debt. d) On June 10, 2015, the Company issued a convertible unsecured note in the amount of $58,000 (including $8,000 of financing fees) The note carries an interest rate of 12% (22% default rate), and was due on March 10, 2016. During the year ended August 31, 2016, $Nil (2015: $1,565) of interest was accrued on this note. The fair value of the note (including accrued interest) as at August 31, 2016 was $Nil (2015: $79,865). During the year ended August 31, 2016, the Company issued 2,981,396 common stock with a fair value of $137,144 on conversion of this convertible debt. e) On July 6, 2015, the Company issued a convertible unsecured note in the amount of $85,500. $10,500 financing fees has been incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and was due on April 6, 2016. During the year ended August 31, 2016, $Nil (2015: $1,574) of interest was accrued on this note. The fair value of the note (including accrued interest) as at August 31, 2016 was $Nil (2015: $112,724). During the year ended August 31, 2016, the Company issued 9,694,291 common stock with a fair value of $238,360 on conversion of this convertible debt. f) On August 10, 2015, the Company issued a convertible unsecured note in the amount of $85,500 (including $10,500 of financing fees). The note carries an interest rate of 12% (22% default rate), and was due on May 10, 2016. During the year ended August 31, 2016, $Nil (2015: $590) of interest was accrued on this note. The fair value of the note (including accrued interest) as at August 31, 2016 was $Nil (2015: $107,465). During the year ended August 31, 2016, the Company issued 11,210,437 common stock with a fair value of $228,369 on conversion of this convertible debt. The Company may prepay the notes c) f) above up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest The notes c) f) above may be converted into shares of the Company's common stock, at a conversion price for each share equal to the average of the three lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after each respective maturity date. As the value of the shares under the conversion option is greater than the face value of the debt, the Company has recognized the lesser of the amount if it can settle the note by prepayment and the value of the shares issuable on conversion. g) On September 11, 2015, the Company issued a convertible unsecured note in the amount of $95,000 (including $11,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and was due on June 11, 2016. The lender may convert the note at a conversion price equal to the average of the three lowest closing bid prices for the common stock for twenty trading days ending on the trading day immediately before conversion multiplied by 50% at any time after the maturity day. During the year ended August 31, 2016, the Company issued 18,797,790 common stock with a fair value of $210,426 on conversion of $95,000 of principal of this convertible debt and $7,609 of interest accrued. h) On December 9, 2015, the Company issued a convertible unsecured note in the amount of $100,000 (including $10,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on September 9, 2016. During the year ended August 31, 2016, the Company issued 62,301,565 common stock with a fair value of $233,667 on conversion of $99,400 of principal of this convertible debt and $7,472 of interest accrued. As at August 31, 2016, the remaining principal of this note of $600 has a fair value of $1,153 determined based on the fair value of the shares would be converted at August 31, 2016. i) On February 19, 2016, the Company issued a convertible unsecured note in the amount of $108,000 (including $8,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on November 19, 2016. During the year ended August 31, 2016, the Company issued 27,378,705 common stock with a fair value of $69,136 on conversion of $24,093 of principal of this convertible debt. As at August 31, 2016, the remaining principal of this note of $108,000 has a fair value of $161,142 determined based on the fair value of the shares would be converted at August 31, 2016. j) On April 1, 2016, the Company issued a convertible unsecured note in the amount of $108,000 (including $8,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on January 1, 2017. During the year ended August 31, 2016, $5,397 of interest was accrued on this note. As at August 31, 2016, this note had a fair value of $207,412 determined based on the fair value of the shares would be converted at August 31, 2016. k) On June 14, 2016, the Company issued a convertible unsecured note in the amount of $108,000 (including $8,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on June 14, 2017. During the year ended August 31, 2016, $2,770 of interest was accrued on this note. As at August 31, 2016, this note has a fair value of $145,800 determined based on the fair value of the shares would be converted at August 31, 2016. l) On August 5, 2016, the Company issued a convertible unsecured note in the amount of $108,000 (including $8,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on June 14, 2017. During the year ended August 31, 2016, $923 of interest was accrued on this note. As at August 31, 2016, this note has a fair value of $135,000 determined based on the fair value of the shares would be converted at August 31, 2016. The Company may prepay the notes h) l) above up to 180 days after its issuance with the following penalties: Number of days after issuance Penalty < 30 days 125% of principal plus accrued interest 31 60 days 130% of principal plus accrued interest 61 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 150 days 145% of principal plus accrued interest 151 180 days 150% of principal plus accrued interest The lender may convert the note h) l) after 90 days following issuance at a conversion price equal to the average of the three lowest closing bid prices for the common stock for twenty trading days ending on the trading day immediately before conversion multiplied by 53% at any time after the maturity day. m) On June 26, 2015, the Company issued a convertible unsecured note in the amount of $50,000. The note carried an interest rate of 10% (18% default rate), and was due on March 26, 2016. The lender could convert the entire note amount into shares of the Company's common stock, at a conversion price for each share equal to the three (3) lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 65%. During the year ended August 31, 2016, $Nil (2015: $904) of interest was accrued on this note. The fair value of the note as at August 31, 2016 is $Nil (2015: $65,904). During the year ended August 31, 2016, the Company issued 3,405,845 common stock with a fair value of $97,878 on conversion of this convertible debt. n) On September 29, 2015, the Company issued a convertible unsecured note in the amount of $150,000 (including $14,760 of finance fees). The note carries an interest rate of 10% (18% default rate), and is due on March 29, 2016. The entire note was convertible into shares of the Company's common stock, at a conversion price for each share equal to the three lowest closing bid prices for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 60% at any time after the Maturity Date. During the year ended August 31, 2016, the Company issued 20,228,950 common stock with a fair value of $318,879 on conversion of this convertible debt. o) On January 14, 2016, the Company issued a convertible unsecured note in the amount of $57,000 (including $7,000 of finance fees). The note carries an interest of 10% (18% default rate), and is due on October 14, 2016 (Maturity Date). The Company may repay the note up to 180 days after its issuance, with approval from the lender, with the following penalties: Number of days after issuance Penalty < 90 days 135% of principal plus accrued interest 91 120 days 140% of principal plus accrued interest 121 180 days 145% of principal plus accrued interest > 180 days 150% of principal plus accrued interest The entire note may be converted into shares of the Companys common stock, at a conversion price for each share equal to the three lowest closing bid prices for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 53% at any time after the Maturity Date. During the year ended August 31, 2016, the Company issued 35,860,272 common stock with a fair value of $124,917 on conversion of $57,000 of principal of this convertible debt and $2,979 of the accrued interest. p) On January 25, 2016, the Company issued a convertible unsecured note in the amount of $555,000. The note carries an original interest discount (OID) of $50,000 and the Company agrees to pay $5,000 of the finance fees. The Company receives the payments in five tranches, of which the initial tranche equals to the amount of $115,000 (including OID of $10,000 and finance fees of $5,000) and the remainder is delivered in four instalments in the amount of $110,000 (including OID of $10,000) each. The note carries an interest rate of 10% (22% default rate), and is due on May 25, 2017. As of August 31, 2016, the Company received the initial tranche of $115,000 (including OID and finance fees) and the second tranche of $110,000 (including OID and finance fees). The lender may convert the note at a conversion price equal to the average of the three lowest closing bid prices for the common stock for twenty trading days ending on the trading day immediately before conversion multiplied by 60% at any time after 180 days after the cash was delivered. The Company may prepay any outstanding balance of note, upon delivering an optional prepayment notice; provided that, the date of prepayment is not less the five trading days for the optional prepayment notice. Number of days after issuance Penalty Any time after determined date of prepayment 125% of principal plus accrued interest During the year ended August 31, 2016, the Company issued 102,424,034 common stock with a fair value of $253,003 on conversion of $107,750 of principal of this convertible debt. During the year ended August 31, 2016, $7,035 of interest was accrued on this note. As at August 31, 2016, the remaining principal of this note has a fair value of $146,563 determined based on the fair value of the shares would be converted at August 31, 2016. |