Debt | Note 5 - Debt Debt consists of the following at August 31, 2016 and 2015: Description 2016 2015 A. Convertible debt derivative liabilities $ 3,491,000 $ 1,296,597 Less : debt discount (3,173,653 ) Convertible debt net 1 317,347 1,296,597 B. Convertible debt non-derivatives Less : debt discount Convertible debt net C. Unsecured demand debt 1,816,227 382,563 Less : debt discount (4,731 ) Unsecured demand debt net 2 1,811,496 D. Secured demand debt 3 1,890,000 2,700,000 Total debt - net $ 4,018,843 $ 4,379,160 1. Includes $130,680 of short-term debt and $186, 667 of long-term debt 2. Includes $791,996 of short-term debt and $1,019,500 of long-term debt 3. Includes $1,200,000 of short-term debt and $690,000 of long-term debt During the years ended August 31, 2016 and 2015, the Company determined that all of its convertible debt and warrant instruments were tainted. See Note 6. The Companys total debt is $7,197,227 and is due and payable over the next 4 fiscal years as set out below: Year Principle Repayment Past Due $ 1,715,595 2017 412,132 2018 3,837,621 2019 620,231 2020 611,648 Total Debt $ 7,197,227 The corresponding debts above are more fully discussed below: (A) Convertible Debt - Derivative Liabilities Description 2016 2015 Carry forward balance $ 1,296,597 $ 1,533,154 Borrowings 1 3,480,000 300,000 Loss for additional debt brought about by debt settlements 45,147 Repayment of derivative debt (25,000 ) (32,692 ) Conversion of derivative debt to common stock (370,000 ) (790,712 ) Reclassification of convertible derivative debt to demand debt (936,744 ) Gain on settlement of debt (5,000 ) Reclassification of convertible debt to derivative debt due to tainting 6,000 286,847 Ending balance $ 3,491,000 $ 1,296,597 1. Includes net proceeds of $2,703,435, an original issue discount $360,000 and debt issue costs (recorded as debt discount) of $416,565 During the year ended August 31, 2016, the Company settled a lawsuit with certain investors, incurring a loss of $45,147, which was recorded as additional debt. The $45,147 loss is included in the gain (loss) on settlement of debt and accrued liabilities on the Income Statement. During the years ended August 31, 2016, $370,000 of the Companys convertible debt along with $75,946 accrued interest was converted into shares of the Companys common stock and loss of $161,111 was recognized for the excess of fair market value of common stock over share issuance price to settle debt. The $161,111 loss is included in the gain (loss) on settlement of debt and accrued liabilities on the Income Statement. During the years ended August 31, 2016, the Company repaid an investor $95,000 of the inventors $100,000 note and recorded as a gain of $5,000, which is included in the gain (loss) on settlement of debt and accrued liabilities on the Income Statement. As part of that same agreement, $43,654 of accrued interest was forgiven and was also recorded as a gain and included in the gain (loss) on settlement of debt and accrued liabilities on the Income Statement. During the years ended August 31, 2016, $936,744 of the Companys derivative debt became demand debt: $630,000 due to a debt settlement that removed the conversion feature from the note; $219,244 upon the settlement of certain debts which lost their conversion feature due to a court order; and $87,500 due to an automatic conversion feature in certain notes (the Series 2 and Series 3 notes). Per these agreements, the principle and interest were to automatically convert upon the Company raising at least $2 million in equity financing. This condition was met during the fiscal year, but the notes were not converted. Therefore, the nature of these notes changed to demand notes; these notes will be converted in fiscal year 2017. During the years ended August 31, 2016 and 2015, respectively, the Companys reclassed $6,000 and 286,847 of its convertible debt to derivative debt due to tainting. During the years ended August 31, 2016 and 2015, the Company issued new derivative debt, the terms and amounts of which are set out below: Description Information 2016 2015 Interest Rate 8% - 10 % 10 % Maturity Date(s) Aug. 1, 2016 to April 1, 2018 Oct. 6, 2016 Series 10 10% per annum interest; 24-month term; convertible at $0.04 per share 300,000 Series 12 10% per annum interest; 2-month term; convertible at $0.04 per share 50,000 Series 13 8% per annum interest; 12-month terms; automatically converts at $0.02 per share, upon an increase in the number of authorized shares 70,000 Series 14 8% per annum interest; 20 month term; convertible at $0.02 per share only after the Company increases the number of authorized shares 3,360,000 Total derivative debt at August 31, 2016 and 2015 consists of the following. Description Information 2016 2015 Series 2 8% per annum interest; convertible at $1.00 per share; term expired $ $ 120,000 Series 3 8% per annum interest; convertible at $0.75 per share; term expired 72,500 Series 4 1% per month interest; convertible at $0.75 per share; term expired 724,097 Series 7 1% per month interest; convertible at $0.60 per share; term expired 280,000 Series 8 8% per annum interest; convertible at $0.40 per share; term expired. Shown as derivative due to tainting 100,000 100,000 Series 12 10% per annum interest; 2-month term; convertible at $0.02 per share; term expired 25,000 Series 13 8% per annum interest; convertible at $0.02 per share; remaining term: 10 days 6,000 Series 14 8% per annum interest; convertible at $0.02 per share only after the Company increases the number of authorized shares; remaining term: 19 months 3,360,000 Total $ 3,491,000 $ 1,296,597 During the year ended August 31, 2016, the Company entered into a secured agreement with a lender for $3,360,000, which included an original issue discount of $360,000 and debt issuance cost of $416,565 (recorded as debt discount, per ASU 2015-03). The total proceed to the company was $2,583,435. As part of the agreement, the Company issued 672 of its Series D preferred shares, having a relative fair value of $332,640, which was recorded as debt discount. Holders of derivative debt have the option to convert all or part of the notes principal plus accrued interest into shares of the Companys common stock at the conversion price(s) and terms set out above. During the year ended August 31, 2015, the Company converted the debt principal of $56,973 into 1,050,000 shares of its common stock. In addition, during the same year, the Company offered to lower the exercise price on convertible debt to $0.04 per share to induce holders of the Companys derivative debt to convert. This offer was conditioned on the Company raising at least $1 million and required a mandatory conversion if this and one other condition occurred. On June 18, 2015, all conditions were met, and the Company converted the debt principal of $783,739 into 23,313,730 shares of its Series B stock. Extinguishment accounting was applied; as a result, the Company reclassed $202,131 of derivative debt to additional paid in capital. See Note 6. (B) Convertible Debt Non-derivatives Description 2016 2015 Carry forward balance $ $ 1,378,207 Borrowings 6,000 83,500 Repayment of convertible debt (631,819 ) Conversion of convertible debt to stock (844,250 ) Gain on debt settlement (48,791 ) Reclassification of convertible debt to derivative due to tainting (6,000 ) 63,153 Ending balance $ $ During the years ended August 31, 2016 and 2015, the Company incurred an expense of $0 and $204,313 in connection with the settlement of unsecured convertible debt. During the years ended August 31, 2016 and 2015, the Company issued unsecured convertible debt (that was not recorded as a derivative liability), the terms and amounts of which are set out below: Description Information 2016 2015 Interest rate 8 % 8 % Default interest rate N/A N/A Term 9 months Maturity Sept. 11, 2016 Sep. 5, 2014 to Series 9 debt 8% per annum interest; convertible after 180 days at $0.02 per share; 9-months term $ $ 83,500 Series 13 debt 8% interest; convertible after at $0.02 per share; 2-month term $ 6,000 $ Holders of convertible non-derivative debt have the option to convert all or part of the notes principal plus accrued interest into shares of the Companys common stock at the conversion price(s) and terms set out above. During the year ended August 31, 2015, the Company modified certain debts, cancelling 523,000 warrants that were exercisable at $0.80 and issuing 826,500 3-year warrants exercisable at $0.35 cents. Extinguishment accounting was applied: as a result, the Company recorded a loss on debt extinguishment of $17,723. (C) Unsecured Demand Debt Unsecured demand notes consist of the following at August 31, 2016 and 2015: Description 2016 2015 Carry forward balance $ 382,563 $ 833,192 Borrowings 1 360,000 100,000 Loss on additional debt brought about by debt settlements 121,360 Repayments (165,080 ) (150,629 ) Credit of note payable against franchise license agreement (100,000 ) Rollup of accrued interest into debt 268,140 Rollup of accrued commissions to debt 12,500 Reclassification of derivative debt to demand debt 936,744 Conversion of demand debt to stock (50,000 ) Reclassification to derivative debt due to tainting (350,000 ) Ending balance $ 1,816,227 $ 382,563 1. Includes net proceeds of $353,455 and debt issue costs (recorded as debt discount) of $6,545. During the year ended August 31, 2016, the Company borrowed $360,000 from two entities. The loans are based on the Companys cash flows and are paid back daily. The total repayment amount is $490,400, which includes interest of $130,400. The loans mature between February 7, 2017 and March 11, 2017. During the year ended August 31, 2016, the Company entered into a Master Franchise License Agreement with one of its investors. As payment towards the licensing fee, the Company agreed to reclass the $100,000 debt owed the investors as a partial payment towards the licensing fee. Unsecured demand notes consisted of the following at August 31, 2016 and 2015: Description Information 2016 2015 Represents all unsecured demand debt 8% to 12% per annum interest; maturity dates from past due to April 1, 2020 $ 1,816,227 $ 382,563 Total $ 1,816,227 $ 382,563 During the year ended August 31, 2016, the Company settled a debt dispute with a former marketing company for $50,000 plus 1,500,000 shares of common stock, having a fair value of $120,000; the Company recorded a loss in connection with the stock issuance, The Company also recorded a reduction of accrued commissions of $9,472, During the year ended August (D) Secured Demand Debt Description 2016 2015 Carry forward balance $ 2,700,000 $ 2,700,000 Borrowings Loss on new debt brought about by debt settlement 155,242 Repayment of debt (310,000 ) Conversion of debt to Series B preferred stock (1,100,000 ) Reclassification of accrued interest to debt 444,758 Ending balance $ 1,890,000 $ 2,700,000 Secured demand debt consisted of the following activity and terms for the years ended August 31, 2016 and 2015: Information 2016 2015 Interest Rate 5 % 12.75 % Maturity Nov. 15, 2018 Aug. 28, 2014 Second security on the assets of OSM $ 1,890,000 $ 2,700,000 During the year ended August 31, 2016, the Company entered into a debt settlement with one of its secured debt holders for $2,100,000, incurring a loss of $155,242, (E) Debt discount 2016 2015 Total outstanding debt $ 7,197,227 $ 4,379,160 Carry forward debt discount net (335,318 ) Debt discount related to derivatives (2,342,138 ) (316,102 ) Debt discount related to Series D preferred stock issued along with debt (332,640 ) Debt discount related to original issue discounts (360,000 ) Debt discount related to debt issue costs (423,110 ) Debt discount related to beneficial conversion feature (1,800 ) Amortization of debt discount 281,304 651,420 Debt net $ 4,018,843 $ 4,379,160 |