Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Nov. 24, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Service Team Inc. | |
Document Type | 10-K | |
Document Period End Date | Aug. 31, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 1,535,635 | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 4,081,950,030 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Assets | ||
Cash | $ 80,810 | $ 321,728 |
Accounts receivable, net | 338,569 | 222,423 |
Other current assets | 0 | 40,000 |
Total current assets | 419,379 | 584,151 |
Property and equipment, net | 153,827 | 53,781 |
Prepaid expenses - non-current | 14,000 | 14,000 |
TOTAL ASSETS | 587,206 | 651,932 |
LIABILITIES & SHAREHOLDERS' (DEFICIT) | ||
Accounts payable | 114,998 | 137,998 |
Convertible notes payable - related party, net | 7,842 | 6,768 |
Convertible note payable, net | 110,995 | 34,040 |
Promissory note payable, net | 0 | 246,387 |
Accrued expenses | 101,485 | 104,649 |
Accrued interest | 30,223 | 18,261 |
TOTAL LIABILITIES | 365,543 | 548,103 |
Common stock, $0.001 par value, 20,000,000,000 authorized, 2,319,879,587 and 168,671,089 issued and outstanding as of August 31, 2017 and 2016, respectively | 2,319,880 | 168,671 |
Preferred stock | 100 | 100 |
Stock payable | 4,742 | 0 |
Additional paid in capital | 598,737 | 2,139,874 |
Accumulated deficit | (2,701,796) | (2,204,816) |
TOTAL SHAREHOLDERS' (DEFICIT) | 221,663 | 103,829 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) | $ 587,206 | $ 651,932 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common Stock, shares issued | 2,319,879,587 | 168,671,089 |
Common Stock, shares outstanding | 2,319,879,587 | 168,671,089 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUES | $ 3,673,673 | $ 3,030,734 |
COST OF SALES | 2,950,715 | 2,525,865 |
GROSS MARGIN | 722,958 | 504,869 |
OPERATING EXPENSES | ||
General & administrative | 781,715 | 586,452 |
Depreciation expense | 8,498 | 6,699 |
Bad debts | 0 | 42,500 |
TOTAL OPERATING EXPENSES | 790,213 | 635,651 |
OPERATING INCOME (LOSS) | (67,255) | (130,782) |
OTHER INCOME (EXPENSE) | ||
Interest Expense | (429,725) | (380,793) |
Gain on contingent consideration | 0 | 54,100 |
TOTAL OTHER INCOME (EXPENSE) | (429,725) | (326,693) |
NET LOSS | $ (496,980) | $ (457,475) |
Weighted number of common shares outstanding - basic and diluted | 414,378,467 | 60,099,590 |
Net (loss per share - basic and diluted) | $ 0 | $ (0.01) |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS DEFICIT - USD ($) | Common Stock | Preferred Stock | Additional Paid In Capital | Stock Payable | Accumulated Deficit | Total |
Beginning Balance at Aug. 31, 2015 | $ 13,431 | $ 100 | $ 1,612,788 | $ (1,747,341) | $ (99,022) | |
Beginning Balance (in shares) at Aug. 31, 2015 | 13,430,624 | 100,000 | ||||
Shares Issued for Note Conversion | $ 155,240 | 144,423 | (22,000) | 277,663 | ||
Shares Issued for Note Conversion (in shares) | 155,240,465 | 0 | ||||
Stock based compensation | 83,525 | 83,525 | ||||
Beneficial conversion feature | 299,138 | 299,138 | ||||
Net loss | (457,457) | (457,457) | ||||
Ending Balance at Aug. 31, 2016 | $ 168,671 | $ 100 | 2,139,874 | (2,204,816) | 103,829 | |
Ending Balance (in shares) at Aug. 31, 2016 | 168,671,089 | 100,000 | ||||
Shares Issued for Note Conversion | $ 2,151,209 | (1,943,048) | 4,742 | 212,902 | ||
Shares Issued for Note Conversion (in shares) | 2,151,208,498 | |||||
Stock based compensation | 54,000 | 54,000 | ||||
Beneficial conversion feature | 347,912 | 347,912 | ||||
Net loss | (496,980) | (496,980) | ||||
Ending Balance at Aug. 31, 2017 | $ 2,319,880 | $ 100 | $ 598,737 | $ 4,742 | $ (2,701,796) | $ 221,663 |
Ending Balance (in shares) at Aug. 31, 2017 | 2,319,879,587 | 100,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (496,980) | $ (457,475) |
Adjustments to reconcile net income (loss) with cash provided by (used in) operations: | ||
Stock based compensation expense | 54,000 | 83,525 |
Bad debt expense | 0 | 42,500 |
Gain on contingent consideration | 0 | (54,100) |
Depreciation expense | 8,498 | 6,699 |
Amortization of deferred financing costs | 0 | 11,986 |
Amortization of debt discount | 351,159 | 298,286 |
CHANGE IN OPERATING ASSETS AND LIABILITIES | ||
Accounts receivable | 116,146 | (43,131) |
Prepaid expenses | 40,000 | (45,000) |
Accrued expenses | 74,140 | 91,959 |
Accounts payable | (23,000) | 47,227 |
Net Cash Provided by (Used in) Operating Activities. | (108,328) | (17,524) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for convertible note receivable | 0 | (42,500) |
Cash paid for the purchase of fixed assets | (108,545) | (52,827) |
Net Cash Used In Investing Activities | (108,545) | (95,327) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from promissory note - related party | 4,000 | 0 |
Proceeds from convertible note - related party | 12,500 | 7,500 |
Repayments of promissory note - related party | (4,000) | 0 |
Proceeds from promissory note, net of issuance costs | 0 | 243,750 |
Proceeds from convertible note, net of issuance costs | 330,725 | 177,486 |
Repayments of convertible note | (34,770) | 0 |
Repayments of promissory note | (332,500) | 0 |
Net Cash Provided By (Used In) Financing Activities | (24,045) | 428,736 |
Net Increase (Decrease) In Cash and Cash Equivalents | (240,918) | 315,885 |
Cash at Beginning of Period | 321,728 | 5,843 |
Cash at End of Period | 80,810 | 321,728 |
Supplemental Disclosures | ||
Interest Paid | 683 | 5,472 |
Taxes Paid | 0 | 0 |
Non-cash transactions: | ||
Discount due to beneficial conversion feature | 347,912 | 299,138 |
Convertible debt and accrued interest converted into common shares | 205,982 | 277,663 |
Shares issued as debt discount | 6,920 | 0 |
Shares issued for stock payable | 0 | 22,000 |
Conversion of accrued interest into convertible debt | 0 | 38,805 |
Conversion of accounts payable into convertible debt | $ 0 | $ 21,500 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Aug. 31, 2017 | |
Health Care Organizations [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Organization Service Team Inc. (the "Company") was incorporated pursuant to the laws of the State of Nevada on June 6, 2011. On August 22, 2017, the Company changed the state of its domicile to Wyoming. The Company was organized to comply with the warranty obligations of electronic devices manufactured by companies outside of the United States. The business proved to be unprofitable and the Company discontinued its warranty and repair operations. On June 5, 2013, Service Team Inc. acquired 100 percent of the outstanding stock of Trade Leasing, Inc. for 4,000,000 shares of its common stock. Trade Leasing, Inc., a California corporation, was incorporated on November 1, 2011, and commenced business January 1, 2013. Trade Leasing, Inc. is principally involved in the manufacturing, maintenance and repair of truck bodies. Service Team Inc. and Trade Leasing Inc. have not been involved in a bankruptcy, receivership or any similar proceeding. The acquisition of Trade Leasing Inc. is a major change in the operations of Service Team Inc. Trade Leasing is operated as a separate division of Service Team Inc. The Company has established a fiscal year end of August 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements presented in this report are the combined financial reports of Trade Leasing, Inc. and Service Team Inc. The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying audited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-K. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Service Team Inc. and Trade Leasing, Inc. both of which are under common control and ownership. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Going Concern The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by issuing common shares and debt. We cannot be certain that capital will be provided when it is required. Cash and Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at August 31, 2017, or August 31, 2016. Concentration of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits. Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The Company has not established an allowance for doubtful accounts as of August 31, 2017 and August 31, 2016. Accounts Receivable and Revenue Concentrations The Company's wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented 11%, 16% and 6% of total receivables as of August 31, 2017. Five customers represented 5%, 7%, 4%, 4% and 6% of total receivables as of August 31, 2017. Two customers represented 21%, 18% of total revenues during the year ended August 31, 2016. Three customers represented 21%, 18% and 12% of total receivables as of August 31, 2016. Inventory The Company does not own inventory; therefore, there was no inventory on hand at August 31, 2017 and 2016. Property and Equipment The Company purchased several major pieces of manufacturing equipment during the year 2017. Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and is depreciated using the straight-line method over the estimated useful lives of the related assets (generally fifteen years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. There was depreciation expense of $8,498 and $6,699 during the fiscal years ended August 31, 2017 or August 31, 2016. Net property and equipment were as follows at August 31, 2017 and August 31, 2016: 2017 2016 Equipment $ 351,988 $ 243,444 Vehicles 15,000 15,000 Leasehold improvements 52,827 52,827 Furniture 1,500 1,500 Total fixed assets, gross 421,315 312,771 Less: accumulated depreciation (267,488 ) (258,990 ) Total fixed assets, net $ 153,827 $ 53,781 Lease Commitments Service Team Inc. leased a building at 1818 East Rosslyn Avenue, Fullerton, California 92834 effective October 1, 2015. The lease is for a period of 72 months with an option to extend the lease for an additional 72 months. The new facility is a 25,000 square foot concrete industrial building located on approximately two acres of land. This new facility is approximately double the size of the prior facility. Rent for the new facility is $10,000 per month for the first six months; and then $14,000 per month thereafter. The Company is responsible for the property taxes and insurance on the building. As of August 31, 2017, the deferred rent related to this lease was $16,333. Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Robert L. Cashman, a related party, at no charge. Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash, accounts receivable, accounts payable, promissory notes and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature. The following table presents assets and liabilities that were measured and recognized at fair value as of August 31, 2017 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss Convertible note payable, related party, net $ 7,842 $ - $ - $ - Convertible notes payable, net 110,995 - - - Totals $ 118,837 $ - $ - $ - Total Realized Description Level 1 Level 2 Level 3 Loss Convertible notes payable, related party, net $ 6,768 $ - $ - $ - Convertible notes payable, net 34,040 Totals $ 40,808 $ - $ - $ - Income Taxes In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at August 31, 2017 and 2016 where it cannot conclude that it is more likely than not that those assets will be realized. Revenue Recognition The Trade Leasing Division receives orders from customers to build or repair truck bodies. The company builds the requested product. At the completion of the product the truck is delivered to the customer. If the customer accepts the product Trade Leasing Inc. issues an invoice to the customer for the job. The invoice is entered into our accounting system and is recognized as revenue at that time. In the Trade Leasing Division we use the completed contract method for truck bodies built, which typically have construction periods of 15 days or less. Contracts are considered complete when title has passed, the customer has accepted the product and we do not retain risks or rewards of ownership of the truck bodies. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue. Manufacturing expenses are primarily composed of aluminum cost, which is the largest component of our raw materials cost and the cost of labor. As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller's price is fixed or determinable (per the customer's contract); and (4) collectability is reasonably assured (based upon our credit policy). Share Based Expenses The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB . Stock Based Compensation In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718. Net Loss Per Share The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. During the years ended August 31, 2017 and 2016, the Company reported a net loss from operations. The diluted shares outstanding excludes the effect of diluted securities due to the anti-dilutive effect. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-9 In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the new standard is effective for reporting periods beginning after December 15, 2017. We plan to use the modified retrospective method of adoption and will adopt the standard as of September 1, 2017, the beginning of our next fiscal year. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. Based on this initial evaluation, we do not expect adoption will have a material impact on our financial position, results of operations, or cash flows. Related disclosures will be expanded in line with the requirements of the standard. We will continue our evaluation until our adoption of the new standard. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Aug. 31, 2017 | |
Capital Stock | |
CAPITAL STOCK | NOTE 3 – CAPITAL STOCK The Company's authorized capital is 20,000,000,000 common shares with a par value of $0.001 per share and 150,000 preferred shares with a par value of $0.001 per share. Common Shares On February 12, 2016, the Articles of Incorporation were amended to increase the authorized shares of capital stock to 500,000,000. On December 20, 2016, the Articles of Incorporation were amended to increase the authorized share of capital stock to 1,000,000,000. On January 19, 2017, the Articles of Incorporation were amended to increase the authorized share of capital stock to 2,000,000,000. On February 16, 2017, the Articles of Incorporation were amended to increase the authorized share of capital stock to 3,000,000,000. On April 27, 2017, the Articles of Incorporation were amended to increase the authorized share of capital stock to 4,500,000,000. On June 13, 2017, the Articles of Incorporation were amended to increase the authorized share of capital stock to 8,000,000,000. On June 28, 2017, the Articles of Incorporation were amended to increase the authorized share of capital stock to 10,000,000,000. On August 22, 2017, the Company moved its state of domicile from Nevada to Wyoming, and in the process of the transfer increased its authorized common stock to 20,000,000,000. Preferred Shares On January 23, 2015, Service Team Inc. filed with the Secretary of State of Nevada a Certificate of Designation for 100,000 shares of Series A Preferred Stock. The Designation gives the Series A Preferred Stock 500 votes per share. Series A Preferred Stock were not entitled to receive dividends, any liquidation preference, or conversion rights. On October 16, 2015, the Designation of Preferred Stock was amended to allow Preferred Shareholders to receive dividends in an amount equal to dividends paid per share on Common Stock. On July 27, 2016, an amendment was filed to increase the voting rights of the preferred stock from 500 votes per share to 10,000 votes per share. The Series A share amendments valued according to the additional voting rights and dividend rights assigned. The value assigned to the dividend rights was derived from a model utilizing future economic value of the dividends and was $525 which was recorded on the grant date as stock based compensation. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock and was $83,000 which was recorded on the grant date as stock based compensation. On December 30, 2016 the Articles of Incorporation were amended to increase the authorized preferred shares to 150,000. On July 25, 2017, the Articles of Incorporation were amended to increase the voting rights of preferred shares to 100,000 votes per share. The Series A share amendments valued according to the additional voting rights and dividend rights assigned. The value assigned to the dividend rights was derived from a model utilizing future economic value of the dividends and was $0 which was recorded on the grant date as stock based compensation. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock and was $54,000 which was recorded on the grant date as stock based compensation. Share Transactions 2017 On September 1, 2016, Tangiers Investment Group LLC converted $8,257 of its Note in the amount of into 16,851,020 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On September 14, 2016, Tangiers Investment Group LLC converted $5,937 of its Note in the amount of into 12,116,327 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On October 18, 2016, Tangiers Investment Group LLC converted $6,869 of its Note in the amount of into 9,862,168 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 8, 2016, Tangiers Investment Group LLC converted $6,523 of its Note in the amount of into 10,353,968 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 10, 2016, Tangiers Investment Group LLC converted $13,710 of its Note in the amount of into 21,761,905 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 21, 2016, Tangiers Investment Group LLC converted $15,000 of its Note in the amount of into 23,809,524 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On December 21, 2016, Tangiers Investment Group LLC converted $4,871 of its Note in the amount of $27,500 into 10,141,347 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On December 29, 2016, Tangiers Investment Group, LLC converted $4,327 of its Note in the amount of $35,934 into 8,079,514 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On January 11, 2017, Tangiers Investment Group LLC converted $5,854 of its Note in the amount of $35,750 into 14,055,222 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On January 25, 2017, Tangiers Investment Group LLC converted $7,237 of its Note in the amount of $35,750 into 29,538,776 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On January 27, 2017, Tangiers Investment Group LLC converted $5,590 of its Note in the amount of $35,750 into 22,817,633 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 10, 2017, Tangiers Investment Group LLC converted $6,085 of its Note into 34,771,429 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 19, 2017, Tangiers Investment Group LLC converted $6,693 of its Note into 38,245,714 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 26, 2017, Tangiers Investment Group LLC converted $4,417 of its Note into 42,066,667 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On May 3, 2017, Tangiers Investment Group LLC converted $4,809 of its Note into 46,262,626 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On May 10, 2017, Tangiers Investment Group LLC converted $5,290 of its Note into 50,889,851 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On May 17, 2017, Tangiers Investment Group LLC converted $5,998 of its Note into 57,700,818 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. This conversion pays the Note in full. On April 28, 2017, the Company issued 17,300,000 shares to Tangiers Investment Group LLC as an inducement to issue convertible debt which was valued at $6,920 based on the closing market price on the date of grant. On June 1,2017, Tangiers Investment Group LLC converted $4,220 of its Note into 63,458,647 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 8, 2017, Tangiers Investment Group LLC converted $3,909 of its Note into 69,803,571 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 26, 2017, Tangiers Investment Group LLC converted $4,729 of its Note into 84,446,429 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 16, 2017, Tangiers Investment Group LLC converted $4,301 of its Note into 76,803,571 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 30, 2017, Tangiers Investment Group LLC converted $5,440 of its Note into 97,142,857 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 7, 2017, Tangiers Investment Group LLC converted $5,981 of its Note into 106,803,571 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 10,2017, Tangiers Investment Group LLC converted $4,983 of its Note into 142,371,429 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 15, 2017, Tangiers Investment Group LLC converted $4,175 of its Note into 119,285,714 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 28, 2017, Crown Bridge Partners LLC converted $2.452 its Note into 42,180,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 24, 2017, Crown Bridge Partners LLC converted $4,108 of its Note into 58,679,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 31, 2017, Crown Bridge Partners LLC converted $2.156 of its Note into 61,600,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 8, 2017, Crown Bridge Partners LLC converted $2,371 of its Note into 67,742,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August23, 2017, Crown Bridge Partners LLC converted $3,964 of its Note into 88,086,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 28, 2017, Crown Bridge Partners LLC converted $4,742 of its Note into 92,482,000 shares of common stock which were not issued prior to August 31, 2017; therefore, they were recorded as stock payable in the amount of $4,742 as of August 31, 2017. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 2,2017, LG Capital Funding LLC converted $2.950 of its Note into 61,379,400 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 17, 2017, LG Capital Funding LLC converted $3,750 of its Note into 78,271,200 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 23, 2017 L G Capital Funding LLC converted $4,200 its Note into 87,774,200 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 30, 2017, LG Capital Funding LLC converted $5,030 of its Note into 105,274,400 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 21, 2017, Crossover Capital Fund LLC converted $3,900 of its Note into 78,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 31, 2017, Crossover Capital Fund LLC converted $5,150 of its Note into 103,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. During the twelve-month period ended August 31, 2017 $347,912 of beneficial conversion features were recorded resulting from convertible debts issued during the same period. Please refer to Note 4 for further information regarding the discounts on the convertible debt transactions. 2016 During September 2015, Tangiers Investment Group LLC was issued 1,990,950 shares as payment for the $22,000 of subscriptions payable accrued at August 31, 2015. On November 25, 2015, Tangiers Investment Group LLC converted $8,095 of its Note in the amount of into 1,541,401 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On January 11, 2016, Tangiers Investment Group LLC converted $6,190 of its Note in the amount of into 1,695,890 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 3, 2016, Tangiers Investment Group LLC converted $2,876 of its Note in the amount of into 2,054,286 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 10, 2016, Tangiers Investment Group LLC converted $3,450 of its Note in the amount of into 2,464,286 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 1, 2016, Tangiers Investment Group LLC converted $3,327 of its Note in the amount of into 2,376,464 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 4, 2016, Tangiers Investment Group LLC converted $3,328 of its Note in the amount of into 2,016,964 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 4, 2016, Tangiers Investment Group LLC converted $13,000 of its Note in the amount of into 5,895,692 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 5, 2016, Tangiers Investment Group LLC converted $5,000 of its Note in the amount of into 1,883,239 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 18, 2016, Tangiers Investment Group LLC converted $13,621 of its Note in the amount of into 4,656,726 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 28, 2016, Tangiers Investment Group LLC converted $12,705 of its Note in the amount of into 4,411,458 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On May 18, 2016, Tangiers Investment Group LLC converted $13,870 of its Note in the amount of into 5,137,037 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On June 9, 2016, Tangiers Investment Group LLC converted $10,250 of its Note in the amount of into 5,061,728 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 6, 2016, Tangiers Investment Group LLC converted $7,455 of its Note in the amount of into 5,344,086 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 21, 2016, Tangiers Investment Group LLC converted $9,115 of its Note in the amount of into 6,534,050 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On July 29, 2016, Tangiers Investment Group LLC converted $9,100 of its Note in the amount of into 7,777,778 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 4, 2016, Tangiers Investment Group LLC converted $11,524 of its Note in the amount of into 12,663,736 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 12, 2016, Tangiers Investment Group LLC converted $8,287 of its Note in the amount of into 13,927,731 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On August 23, 2016, Tangiers Investment Group LLC converted $9,115 of its Note in the amount of into 15,319,328 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On January 19, 2016, Vis Vires Group converted $2,365 of its Note in the amount of into 1,341,250 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 1, 2016, Vis Vires Group converted $2,745 of its Note in the amount of into 1,098,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 8, 2016, Vis Vires Group converted $4,695 of its Note in the amount of into 2,471,053 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 18, 2016, Vis Vires Group converted $4,695 of its Note in the amount of into 2,471,053 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 26, 2016, Vis Vires Group converted $5,435 of its Note in the amount of into 2,470,455 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 8, 2016, Vis Vires Group converted $11,075 of its Note in the amount of into 3,572,581 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 16, 2016, Vis Vires Group converted $3,990 of its Note in the amount of into 1,530,556 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 1, 2016, LG Capital converted $2,470 of its Note in the amount of into 562,340 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 12, 2016, LG Capital converted $2,500 of its Note in the amount of into 379,750 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 29, 2016, LG Capital converted $2,485 of its Note in the amount of into 718,628 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 7, 2016, LG Capital converted $3,183 of its Note in the amount of into 1,929,169 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 14, 2016, LG Capital converted $5,101 of its Note in the amount of into 2,081,987 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 29, 2016, LG Capital converted $5,214 of its Note in the amount of into 2,128,016 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 28, 2016, LG Capital converted $5,485 of its Note in the amount of into 2,238,746 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 31, 2016, LG Capital converted $5,277 of its Note in the amount of into 1,788,901 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On April 29, 2016, LG Capital converted $13,503 of its Note in the amount of into 4,154,756 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On May 9, 2016, LG Capital converted $13,026 of its Note in the amount of into 4,070,512 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 3, 2016, JMJ Financial converted $1,435 of its Note in the amount of into 1,025,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 10, 2016, JMJ Financial converted $1,728 of its Note in the amount of into 1,234,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 12, 2016, JMJ Financial converted $1,813 of its Note in the amount of into 1,295,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On February 16, 2016, JMJ Financial converted $2,447 of its Note in the amount of into 1,748,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 1, 2016, JMJ Financial converted $2,618 of its Note in the amount of into 1,870,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 7, 2016, JMJ Financial converted $2,912 of its Note in the amount of into 2,080,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 11, 2016, JMJ Financial converted $4,125 of its Note in the amount of into 2,500,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 17, 2016, JMJ Financial converted $7,105 of its Note in the amount of into 2,900,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On March 23, 2016, JMJ Financial converted $6,928 of its Note in the amount of into 2,827,882 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. During the twelve-month period ended August 31, 2016, $299,138 of beneficial conversion features were recorded resulting from convertible debts issued during the same period. Please refer to Note 4 for further information regarding the discounts on the convertible debt transactions. As of August 31, 2017, the Company has not granted any stock options. During 2016 and 2017 the Company did not sell any Common Shares. The only shares issued were for Conversion of Notes. Stock Based Compensation We have accounted for stock based compensation under the provisions of FASB Accounting Standards codification (ASC) 718-10-55. (Prior authoritative literature: FASB Statement 123 (R), Share-based payment.) This statement requires us to record any expense associated with the fair value of stock based compensation. Determining fair value requires input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate. As of August 31, 2017, the Company has not granted any stock options. |
DEBT TRANSACTIONS
DEBT TRANSACTIONS | 12 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT TRANSACTIONS | NOTE 4 – DEBT TRANSACTIONS Promissory Note Payable – Related Party On December 16, 2016, the Company issued a promissory note to U.S. Affiliated, Inc. (a related party) for $4,000 of cash consideration. The note bears interest at 10%, matures on December 16. The note was repaid during the year ended August 31, 2017 and at August 31, 2017, the balance was $0. Convertible Notes Payable – Related Party R.L. Cashman On April 17, 2017, the Company issued a convertible note to Robert Cashman (a related party) for $12,500 of cash consideration. The note bears interest at 10%, matures on April 17, 2018, and is convertible into common stock at 50% of the average bid price of the stock during the 30 days prior to the conversion. The Company recorded a debt discount equal to $12,500 due to this conversion feature and amortized $4,658 during the year ended August 31, 2017, with a remaining debt discount balance of $7,842 as of August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. US Affiliated The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On July 31, 2014, the Company issued a convertible note to Hallmark Venture Group Inc. (a related party) for $14,315 of cash consideration. On September 30, 2014, Hallmark Venture Group Inc. sold the note to U S Affiliated Inc. (a related party). The note bears interest at 6%, matures on July 31, 2015, and is convertible into common stock at 50% of the closing market price of the lowest 3 trading days during the previous 25 trading days prior to conversion. The Company recorded a debt discount equal to $14,315 due to this conversion feature. The note was amended during July 2015 to mature on February 29, 2016. During the year ended August 31, 2016, the note was sold to Tangiers and $10,799 of accrued interest was added to the note principal balance bringing the new principal balance up to $25,114. As there was an updated conversion feature on the new note, the discount of $25,114 was recorded with the offset to additional paid in capital. The debt discount was fully amortized during the year ended August 31, 2016 as a result of the conversions of the note by Tangiers. The note had accrued interest of $0 and $930 as of August 31, 2016 and August 31, 2015, respectively. The debt discount had a balance at August 31, 2016 and August 31, 2015 of $0 and $0, respectively. During the year ended August 31, 2016 the holder of the note converted $25,114 of the note and interest to common stock thus repaying the note in full. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On May 12, 2016, the Company issued a convertible note to U.S. Affiliated, Inc. (a related party) for $7,500 of cash consideration. The note bears interest at 6%, matures on September 12, 2016, and is convertible into common stock at 50% of the average bid price of the stock during the 30 days prior to the conversion. The Company recorded a debt discount equal to $7,500 due to this conversion feature and amortized $6,768 during the year ended August 31, 2016, with a remaining debt discount balance of $732 as of August 31, 2016. The note had accrued interest of $137 and $0 as of August 31, 2016 and August 31, 2015, respectively. The note was repaid in full during the six months ended February 28, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Convertible Notes Payable – Third Party Vis Veres Group On July 2, 2015, the Company issued a convertible note to Vis Veres Group for $38,000 of cash consideration. The note bears interest at 8%, matures on April 7, 2016, and is convertible into common stock at 55% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $35,000 due to this conversion feature. The Company also recorded a $3,000 debt discount due to accrued interest required by the agreement to be accrued at the beginning of the note. The note had accrued interest of $0 and $500 as of August 31, 2016 and August 31, 2015, respectively. During the year ended August 31, 2016, Vis Veres Group had converted the note into common shares within the terms of the agreement, therefore, there was no gain or loss recognized as a result of these conversions. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $29,857, respectively. The Company recorded debt discount amortization expense of $29,857 and $8,143 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. As the note has been fully converted, it is considered paid in full as of August 31, 2016. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. JMJ Financial Group On July 21, 2015, the Company issued a convertible note to JMJ Financial Group for $27,778 of cash consideration. The note bears interest at 12%, matures on July 21, 2016, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $22,500 due to this conversion feature. The Company also recorded a $5,278 debt discount due to accrued interest required by the agreement to be accrued at the beginning of the note. The note had accrued interest of $0 and $374 as of August 31, 2016 and August 31, 2015, respectively. During the year ended August 31, 2016, JMJ Financial had converted the note into common shares within the terms of the agreement, therefore, there was no gain or loss recognized as a result of these conversions. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $24,667, respectively. The Company recorded debt discount amortization expense of $24,667 and $3,111 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. As the note has been fully converted, it is considered paid in full as of August 31, 2016. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On April 28, 2017, the Company issued a convertible note to JMJ Financial Group for $55,000 of cash consideration. The note bears interest at 12%, matures on April 28, 2018, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $37,080 due to this conversion feature. The Company also recorded a $6,000 and $11,920 debt discounts due to accrued interest and origination fees required by the agreement to be accrued at the beginning of the note. The note had accrued interest of $2,260 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $36,164. The Company recorded debt discount amortization expense of $18,836 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. LG Capital Funding, LLC On July 15, 2015, the Company issued a convertible note to LG Capital Funding LLC for $26,500 of cash consideration. The note bears interest at 8%, matures on July 15, 2016, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $25,000 due to this conversion feature. The Company also recorded a $1,500 debt discount due to accrued interest required by the agreement to be accrued at the beginning of the note. The note had accrued interest of $0 and $273 as of August 31, 2016 and August 31, 2015, respectively. During the year ended August 31, 2016, LG Capital converted the note into common shares within the terms of the agreement, therefore, there was no gain or loss recognized as a result of these conversions. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $23,097, respectively. The Company recorded debt discount amortization expense of $23,097 and $3,403 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. As the note has been fully converted, it is considered paid in full as of August 31, 2016. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On April 10, 2016, the Company issued a convertible note to LG Capital Funding LLC for $26,500 of cash consideration. The note bears interest at 8%, matures on July 15, 2016, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $25,000 due to this conversion feature. The Company also recorded a $1,500 debt discount due to accrued interest required by the agreement to be accrued at the beginning of the note. The note had accrued interest of $0 and $0 as of August 31, 2016 and August 31, 2015, respectively. During the year ended August 31, 2016, LG Capital converted the note into common shares within the terms of the agreement, therefore, there was no gain or loss recognized as a result of these conversions. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $0, respectively. The Company recorded debt discount amortization expense of $26,500 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. As the note has been fully converted, it is considered paid in full as of August 31, 2016. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On January 3, 2017, the Company issued a convertible note to LG Capital Funding LLC for $28,000 for cash consideration. The note bears interest at 8%, matures on September 3, 2017, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $26,000 due to this conversion feature. The Company also recorded a $2,000 debt discount due to issuance costs. The note had accrued interest of $84 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $9,589. During the year ended August 31, 2017, $15,930 of principal and $706 of accrued interest was converted into shares; see Note 3 for more information. The Company made cash payments of $5,770, to end with a balance of $6,300 as of August 31, 2017. The Company recorded debt discount amortization expense of $18,411 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Tangiers Capital Group The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On November 25, 2015, the Company issued a convertible note to Tangiers Capital Group for $38,500 of cash consideration. The note bears interest at 12%, matures on November 25, 2016, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $35,000 due to this conversion feature. The Company also recorded a $3,500 debt discount due to issuance fees. The note had accrued interest of $0 and $4,620 as of August 31, 2017 and 2016. The debt discounts had a balance at August 31, 2017 and August 31, 2016 of $0 and $9,039, respectively. The Company recorded debt discount amortization expense of $9,039 and $29,461 during the year ended August 31, 2017 and the year ended August 31, 2016, respectively. This note was fully converted into shares during the year ended August 31, 2017, see Note 3 for more information. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On April 15, 2016, the Company issued a convertible note to Tangiers Capital Group for $27,500 of cash consideration. The note bears interest at 10%, matures on April 15, 2017, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $25,000 due to this conversion feature. The Company also recorded a $2,500 debt discount due to issuance fees. The note had accrued interest of $0 and $2,750 as of August 31, 2017 and 2016. The debt discounts had a balance at August 31, 2017 and August 31, 2016 of $0 and $17,103, respectively. The Company recorded debt discount amortization expense of $17,103 and $10,397 during the year ended August 31, 2017 and the year ended August 31, 2016, respectively. This note was fully converted into shares during the year ended August 31, 2017, see Note 3 for more information. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On May 6, 2016, the Company issued a convertible note to Tangiers Capital Group for $35,750 of cash consideration. The note bears interest at 10%, matures on May 6, 2017, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $32,500 due to this conversion feature. The Company also recorded a $3,250 debt discount due to issuance fees. The note had accrued interest of $0 and $3,575 as of August 31, 2017 and 2016. The debt discounts had a balance at August 31, 2017 and August 31, 2016 of $0 and $24,290, respectively. The Company recorded debt discount amortization expense of $24,290 and $11,460 during the year ended August 31, 2017 and the year ended August 31, 2016, respectively. This note was fully converted into shares during the year ended August 31, 2017, see Note 3 for more information. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On June 13, 2016, the Company issued a convertible note to Tangiers Capital Group for $38,500 of cash consideration. The note bears interest at 10%, matures on June 13, 2017, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $35,000 due to this conversion feature. The Company also recorded a $3,500 debt discount due to issuance fees. The note had accrued interest of $10,890 and $3,850 as of August 31, 2017 and 2016. The debt discounts had a balance at August 31, 2017 and August 31, 2016 of $0 and $30,167, respectively. The Company recorded debt discount amortization expense of $30,167 and $8,333 during the year ended August 31, 2017 and the year ended August 31, 2016, respectively. During the year ended August 31, 2017, $33,518 or principal and $4,220 of accrued interest was converted into shares; see Note 3 for more information. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On July 18, 2016, the Company issued a convertible note to Tangiers Capital Group for $27,500 of cash consideration. The note bears interest at 10%, matures on July 18, 2017, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $25,000 due to this conversion feature. The Company also recorded a $2,500 debt discount due to issuance fees. The note had accrued interest of $8,401 and $2,750 as of August 31, 2017 and 2016. The debt discounts had a balance at August 31, 2017 and August 31, 2016 of $0 and $24,185, respectively. The Company recorded debt discount amortization expense of $24,185 and $3,315 during the year ended August 31, 2017 and the year ended August 31, 2016, respectively. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Iconic Holdings LLC On July 10, 2017, the Company issued a convertible note to Iconic Holdings for $34,993 for a consideration of certain machine tools. The note bears interest at 10%, matures on July 10, 2018, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $31,812 due to this conversion feature. The Company also recorded a $3,181 debt discount due to issuance fees. The note had accrued interest of $3,499 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $25,118. The Company recorded debt discount amortization expense of $9,875 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Power Up Lending Group, LTD. On December 15, 2016, the Company issued a convertible note to Power Up Lending Group, LTD. for $33,000 of cash consideration. The note bears interest at 8%, matures on September 30, 2017, and is convertible into common stock at 55% of the lowest 3 closing market prices of the previous 15 trading days prior to conversion. The Company recorded a debt discount equal to $30,000 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The Company paid the note in full during the year ended August 31, 2017, such that the ending balance at August 31, 2017 was $0. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Crown Bridge Partners, LLC. On December 21, 2016, the Company issued a convertible note to Crown Bridge Partners, LLC. for $42,500 of cash consideration. The note bears interest at 6%, matures on December 21, 2017, and is convertible into common stock at 55% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $36,000 due to this conversion feature. The Company also recorded a $6,500 debt discount due to issuance fees. The note had accrued interest of $0 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $13,041. The Company recorded debt discount amortization expense of $29,459 during the year ended August 31, 2017. During the year ended August 31, 2017, $10,954 of principal and $13,502 of interest were converted into shares; see Note 3 for more information. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On June 12, 2017, the Company issued a convertible note to Crown Bridge Partners, LLC. for $63,750 of cash consideration. The note bears interest at 6%, matures on June 12, 2018, and is convertible into common stock at 55% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $52,600 due to this conversion feature. The Company also recorded a $11,150 debt discount due to issuance fees. The note had accrued interest of $838 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $49,777. The Company recorded debt discount amortization expense of $13,973 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On February 14, 2017, the Company issued a convertible note to Crossover Capital Fund, LLC for $40,000 of cash consideration. The note bears interest at 10%, matures on February 14, 2018, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $34,000 due to this conversion feature. The Company also recorded a $6,000 debt discount due to issuance fees. The note had accrued interest of $0 as of August 31, 2017. The debt discounts had a balance at August 31, 2017 of $18,301. The Company recorded debt discount amortization expense of $21,699 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On June 13, 2017, the Company issued a convertible note to Crossover Capital Fund, LLC for $41,000 of cash consideration. The note bears interest at 10%, matures on June 13, 2018, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $41,000 due to this conversion feature. The note had accrued interest of $887 as of August 31, 2017. The debt discounts had a balance at August 31 2017 of $32,126. The Company recorded debt discount amortization expense of $8,874 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On July 24, 2017, the Company issued a convertible note to Crossover Capital Fund, LLC for $40,000 of cash consideration. The note bears interest at 10%, matures on July 24, 2018, and is convertible into common stock at 50% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $40,000 due to this conversion feature. The note had accrued interest of $416 as of August 31, 2017. The debt discounts had a balance at August 31 2017 of $35,836. The Company recorded debt discount amortization expense of $4,164 during the year ended August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.00005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Robert Knudsen On December 2, 2015, the Company issued a convertible note to Robert Knudsen for $21,500 of accounts payable that was converted into this convertible note. The note bears interest at 12% and is due on demand, and is convertible into common stock at 45% of the lowest trading bid price during the 30 days prior to conversion. The Company recorded a debt discount equal to $21,500 due to this conversion feature. The note had accrued interest of $0 as of August 31, 2016. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $0, respectively. The Company recorded debt discount amortization expense of $21,500 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Promissory Note Payable – Related Party On December 16, 2016, the Company issued a promissory note to U.S. Affiliated, Inc. (a related party) for $4,000 of cash consideration. The note bears interest at 10%, matures on December 16. The note was repaid during the year ended August 31, 2017 and at August 31, 2017, the balance was $0. Convertible Note Receivable – Related Party During the fiscal year ended August 31, 2016, the Company advanced cash of $42,500 in the form of notes receivable to Hallmark Venture Group, Inc., which is a Company formerly controlled by the CEO and President of Service Team, Inc. Amounts were advanced as follows: $7,500 on April 7, 2016, $5,000 on April 12, 2016, $25,000 on May 12, 2016, and $5,000 on August 22, 2016. Each loan amount is due to be paid back after the maturity date of 1 year has passed. The amounts loaned are convertible into shares of Hallmark Venture Group at the rate of 45% times the market price which is defined as the lowest three closing bids for the common stock during the three-trading day period ending one trading day prior to the date of the conversion notice. As Hallmark Venture Group did not have the funds to repay the amounts nor the credit worthiness to ensure repayment in accordance with the terms of the notes receivable, the Company fully reserved the note receivable with a $42,500 charge to the allowance for doubtful accounts resulting in a net zero balance for the convertible note receivable as of August 31, 2016. Convertible Notes Payable – Related Party R.L. Cashman On April 17, 2017, the Company issued a convertible note to Robert Cashman (a related party) for $12,500 of cash consideration. The note bears interest at 10%, matures on April 17, 2018, and is convertible into common stock at 50% of the average bid price of the stock during the 30 days prior to the conversion. The Company recorded a debt discount equal to $12,500 due to this conversion feature and amortized $4,658 during the year ended August 31, 2017, with a remaining debt discount balance of $7,842 as of August 31, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. US Affiliated The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. On May 12, 2016, the Company issued a convertible note to U.S. Affiliated, Inc. (a related party) for $7,500 of cash consideration. The note bears interest at 6%, matures on September 12, 2016, and is convertible into common stock at 50% of the average bid price of the stock during the 30 days prior to the conversion. The Company recorded a debt discount equal to $7,500 due to this conversion feature and amortized $6,768 during the year ended August 31, 2016, with a remaining debt discount balance of $732 as of August 31, 2016. The note had accrued interest of $137 and $0 as of August 31, 2016 and August 31, 2015, respectively. The note was repaid in full during the six months ended February 28, 2017. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the conversion price floor and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares and a conversion floor of $0.0005. In the event that the authorized shares were not sufficient, the Company has obtained authorization from a majority of shareholders such that the appropriate number of shares will be available or issuable for settlement to occur. Preferred Stock Issued for Services On October 16, 2015, the Designation of Preferred Stock for the Series A shares was amended to allow Preferred Shareholders to receive dividends in an amount equal to dividends paid per share on Common Stock. On July 27, 2016, an amendment was filed to increase the voting rights of the Series A preferred stock from 500 votes per share to 10,000 votes per share. The Series A share amendments valued according to the additional voting rights and dividend rights assigned. The value assigned to the dividend rights was derived from a model utilizing future economic value of the dividends and was $525 which was recorded on the grant date as stock based compensation. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock and was $83,000 which was recorded on the grant date as stock based compensation. On July 25, 2017, the Articles of Incorporation were amended to increase the voting rights of preferred shares to 100,000 votes per share. The Series A share amendments valued according to the additional voting rights and dividend rights assigned. The value assigned to the dividend rights was derived from a model utilizing future economic value of the dividends and was $0 which was recorded on the grant date as stock based compensation. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock and was $54,000 which was recorded on the grant date as stock based compensation. Lease Commitments Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Robert L. Cashman, a related party, at no charge. |
CONVERTIBLE NOTES RECEIVABLE
CONVERTIBLE NOTES RECEIVABLE | 12 Months Ended |
Aug. 31, 2017 | |
Convertible Notes Receivable | |
CONVERTIBLE NOTES RECEIVABLE | NOTE 6 – CONVERTIBLE NOTES RECEIVABLE During the fiscal year ended August 31, 2016, the Company advanced cash of $42,500 in the form of notes receivable to Hallmark Venture Group, Inc., which is a Company formerly controlled by the CEO and President of Service Team, Inc. Amounts were advanced as follows: $7,500 on April 7, 2016, $5,000 on April 12, 2016, $25,000 on May 12, 2016, and $5,000 on August 22, 2016. Each loan amount is due to be paid back after the maturity date of 1 year has passed. The amounts loaned are convertible into shares of Hallmark Venture Group at the rate of 45% times the market price which is defined as the lowest three closing bids for the common stock during the three-trading day period ending one trading day prior to the date of the conversion notice. As Hallmark Venture Group did not have the funds to repay the amounts nor the credit worthiness to ensure repayment in accordance with the terms of the notes receivable, the Company fully reserved the note receivable with a $42,500 charge to the allowance for doubtful accounts resulting in a net zero balance for the convertible note receivable as of August 31, 2016. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. No provision for federal income taxes has been recorded due to the available net operating loss carry forwards of approximately $826,428 will expire in various years through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards. The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's loss before income taxes. The components of these differences are as follows at August 31, 2017 and August 31, 2016: 2017 2016 Net tax loss carry-forwards $ 826,428 $ 734,607 Statutory rate 34 % 34 % Expected tax recovery 280,986 249,766 Change in valuation allowance (280,986 ) (249,766 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 280,986 $ 249,766 Less: valuation allowance (280,986 ) (249,766 ) Net deferred tax asset $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Leases Service Team Inc. leased a building at 1818 East Rosslyn Avenue, Fullerton, California 92834 effective October 1, 2015. The lease is for a period of 72 months with an option to extend the lease for an additional 72 months. The new facility is a 25,000 square foot concrete industrial building located on approximately two acres of land. This new facility is approximately double the size of the prior facility. Rent for the new facility is $10,000 per month for the first six months; and then $14,000 per month thereafter. The Company is responsible for the property taxes and insurance on the building. As of August 31, 2016, the deferred rent related to this lease was $20,333. Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Robert L. Cashman., a related party, at no charge. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On September 1, 2016, Crown Bridge Partners LLC converted $4,741.56 of its Note dated 12-21-2016 into 105,368,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On September 7, 2016, Crossover Capital LLC converted $5,150.00 of its Note Dated 2-14-2017 into 103,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On September 11, 2017, Crown Bridge Partners LLC converted $5,445.81 of its Note dated 12-21-2016 into 121,018,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On September 7, 2016, Crossover Capital LLC converted $5,150.00 of its Note Dated 2-14-2017 into 103,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion On October 5, 2017, Crossover Capital LLC converted $7,100.00 of its Note Dated 2-14-2017 into 103,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion On October 6, 2017, Crown Bridge Partners LLC converted $6,501.15 of its Note dated 12-21-2016 into 144,470,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 2, 2017, LG Capital Funding LLC Converted $6,300.00 of its Note dated 1-3-2017 into 133,622,200 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 4,2017, Crossover Capital LLC converted $8,250.00 of its Note Dated 2-14-2017 into 103,000,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion On November 14,2017, Tangiers Investment Group, LLC converted $13,062.25 of its Note Dated 6-13-16 into 396,880,466 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion On November 15,2017, Crossover Capital LLC converted $7,910.00 of its Note Dated 2-14-2017 into 158,200,000 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion On November 15,2017, Crown Bridge Partners LLC converted $7,538.03 of its Note dated 12-21-2016 into 167,511,777 shares of common stock. As the conversion was completed within the terms of the convertible note agreement, no gain or loss was recognized as a result of this conversion. On November 10, 2017, Service Team Inc issued a 12% Convertible Promissory Note payable to Tangiers Investment Group LLC (the "Investor") in the principal amount of $115,000. The Note, which is due on November 10, 2018, was funded by the Investor in the sum of $20,000 and $3,000 was retained by the Investor through an original issue discount or "OID" for due diligence and legal expense related to this transaction. The Note is convertible into shares of the Registrant's common stock, par value $0.001, at a conversion price of 50% of the lowest trading price of the Company's common stock during the 25 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements presented in this report are the combined financial reports of Trade Leasing, Inc. and Service Team Inc. The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying audited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-K. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Service Team Inc. and Trade Leasing, Inc. both of which are under common control and ownership. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Going Concern | Going Concern The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by issuing common shares and debt. We cannot be certain that capital will be provided when it is required. |
Cash and Equivalents | Cash and Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at August 31, 2017, or August 31, 2016. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits. |
Accounts Receivable | Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The Company has not established an allowance for doubtful accounts as of August 31, 2017 and August 31, 2016. |
Accounts Receivable and Revenue Concentrations | Accounts Receivable and Revenue Concentrations The Company's wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented 11%, 16% and 6% of total receivables as of August 31, 2017. Five customers represented 5%, 7%, 4%, 4% and 6% of total receivables as of August 31, 2017. Two customers represented 21%, 18% of total revenues during the year ended August 31, 2016. Three customers represented 21%, 18% and 12% of total receivables as of August 31, 2016. |
Inventory | Inventory The Company does not own inventory; therefore, there was no inventory on hand at August 31, 2017 and 2016. |
Property and Equipment: | Property and Equipment The Company purchased several major pieces of manufacturing equipment during the year 2017. Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and is depreciated using the straight-line method over the estimated useful lives of the related assets (generally fifteen years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. There was depreciation expense of $8,498 and $6,699 during the fiscal years ended August 31, 2017 or August 31, 2016. Net property and equipment were as follows at August 31, 2017 and August 31, 2016: 2017 2016 Equipment $ 351,988 $ 243,444 Vehicles 15,000 15,000 Leasehold improvements 52,827 52,827 Furniture 1,500 1,500 Total fixed assets, gross 421,315 312,771 Less: accumulated depreciation (267,488 ) (258,990 ) Total fixed assets, net $ 153,827 $ 53,781 |
Lease Commitments | Lease Commitments Service Team Inc. leased a building at 1818 East Rosslyn Avenue, Fullerton, California 92834 effective October 1, 2015. The lease is for a period of 72 months with an option to extend the lease for an additional 72 months. The new facility is a 25,000 square foot concrete industrial building located on approximately two acres of land. This new facility is approximately double the size of the prior facility. Rent for the new facility is $10,000 per month for the first six months; and then $14,000 per month thereafter. The Company is responsible for the property taxes and insurance on the building. As of August 31, 2017, the deferred rent related to this lease was $16,333. Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Robert L. Cashman, a related party, at no charge. |
Beneficial Conversion Features | Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash, accounts receivable, accounts payable, promissory notes and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature. The following table presents assets and liabilities that were measured and recognized at fair value as of August 31, 2017 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss Convertible note payable, related party, net $ 7,842 $ - $ - $ - Convertible notes payable, net 110,995 - - - Totals $ 118,837 $ - $ - $ - Total Realized Description Level 1 Level 2 Level 3 Loss Convertible notes payable, related party, net $ 6,768 $ - $ - $ - Convertible notes payable, net 34,040 Totals $ 40,808 $ - $ - $ - |
Income Taxes | Income Taxes In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at August 31, 2017 and 2016 where it cannot conclude that it is more likely than not that those assets will be realized. |
Revenue Recognition | Revenue Recognition The Trade Leasing Division receives orders from customers to build or repair truck bodies. The company builds the requested product. At the completion of the product the truck is delivered to the customer. If the customer accepts the product Trade Leasing Inc. issues an invoice to the customer for the job. The invoice is entered into our accounting system and is recognized as revenue at that time. In the Trade Leasing Division we use the completed contract method for truck bodies built, which typically have construction periods of 15 days or less. Contracts are considered complete when title has passed, the customer has accepted the product and we do not retain risks or rewards of ownership of the truck bodies. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue. Manufacturing expenses are primarily composed of aluminum cost, which is the largest component of our raw materials cost and the cost of labor. As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller's price is fixed or determinable (per the customer's contract); and (4) collectability is reasonably assured (based upon our credit policy). |
Share Based Expenses | Share Based Expenses The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB . |
Stock Based Compensation | Stock Based Compensation In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718. |
Net Loss Per Share | Net Loss Per Share The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. During the years ended August 31, 2017 and 2016, the Company reported a net loss from operations. The diluted shares outstanding excludes the effect of diluted securities due to the anti-dilutive effect. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-9 In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the new standard is effective for reporting periods beginning after December 15, 2017. We plan to use the modified retrospective method of adoption and will adopt the standard as of September 1, 2017, the beginning of our next fiscal year. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. Based on this initial evaluation, we do not expect adoption will have a material impact on our financial position, results of operations, or cash flows. Related disclosures will be expanded in line with the requirements of the standard. We will continue our evaluation until our adoption of the new standard. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Net property and equipment | Net property and equipment were as follows at August 31, 2017 and August 31, 2016: 2017 2016 Equipment $ 351,988 $ 243,444 Vehicles 15,000 15,000 Leasehold improvements 52,827 52,827 Furniture 1,500 1,500 Total fixed assets, gross 421,315 312,771 Less: accumulated depreciation (267,488 ) (258,990 ) Total fixed assets, net $ 153,827 $ 53,781 |
Schedule of fair value of assets and liabilities measured on recurring basis | The following table presents assets and liabilities that were measured and recognized at fair value as of August 31, 2017 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss Convertible note payable, related party, net $ 7,842 $ - $ - $ - Convertible notes payable, net 110,995 - - - Totals $ 118,837 $ - $ - $ - Total Realized Description Level 1 Level 2 Level 3 Loss Convertible notes payable, related party, net $ 6,768 $ - $ - $ - Convertible notes payable, net 34,040 Totals $ 40,808 $ - $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provions and Components | The components of these differences are as follows at August 31, 2017 and August 31, 2016: 2017 2016 Net tax loss carry-forwards $ 826,428 $ 734,607 Statutory rate 34 % 34 % Expected tax recovery 280,986 249,766 Change in valuation allowance (280,986 ) (249,766 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 280,986 $ 249,766 Less: valuation allowance (280,986 ) (249,766 ) Net deferred tax asset $ - $ - |
Organization Narrative (Details
Organization Narrative (Details Narrative) | Jun. 05, 2015shares |
Health Care Organizations [Abstract] | |
Number of shares of common stock acquired in Trade Leasing Inc. | 4,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Total fixed assets, gross | $ 421,315 | $ 312,771 |
Less: accumulated depreciation | (267,488) | (258,990) |
Total fixed assets, net | 153,827 | 53,781 |
Equipment | ||
Total fixed assets, gross | 351,988 | 243,444 |
Vehicles | ||
Total fixed assets, gross | 15,000 | 15,000 |
Leasehold improvements | ||
Total fixed assets, gross | 52,827 | 52,827 |
Furniture | ||
Total fixed assets, gross | $ 1,500 | $ 1,500 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - Fair Value, Measurements, Recurring [Member] - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Level 1 [Member] | ||
Convertible notes payable - related party, net | $ 7,842 | $ 6,768 |
Convertible notes payable, net | 110,995 | 34,040 |
Total | 118,837 | 40,808 |
Level 2 [Member] | ||
Convertible notes payable - related party, net | 0 | 0 |
Convertible notes payable, net | 0 | 0 |
Total | 0 | 0 |
Level 3 [Member] | ||
Convertible notes payable - related party, net | 0 | 0 |
Convertible notes payable, net | 0 | 0 |
Total | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Aug. 31, 2017USD ($) | Aug. 31, 2016USD ($) | |
Allowance for Accounts receivable | $ 0 | $ 0 |
Lease of California office premises per month | 10,000 | |
Cash insured by the Federal Deposit Insurance Corporation ("FDIC") | 250,000 | |
Depreciation Expense | $ 8,498 | $ 6,699 |
Accounts Receivable One [Member] | ||
Total Receivable | 0.11 | 0.21 |
Accounts Receivable Two [Member] | ||
Total Receivable | 0.16 | 0.18 |
Accounts Receivable Three [Member] | ||
Total Receivable | 0.06 | 0.12 |
Accounts Receivable Four [Member] | ||
Total Receivable | 0.05 | |
Accounts Receivable Five [Member] | ||
Total Receivable | 0.07 | |
Accounts Receivable Six[Member] | ||
Total Receivable | 0.04 | |
Accounts Receivable Seven [Member] | ||
Total Receivable | 0.04 | |
Accounts Receivable Eight [Member] | ||
Total Receivable | 0.06 | |
Sales Revenue One [Member] | ||
Total Revenue | 0.21 | |
Sales Revenue Two [Member] | ||
Total Revenue | .18 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | Aug. 31, 2017 | Aug. 31, 2016 |
Capital Stock | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Preferred Stock, shares authorized | 150,000 | 150,000 |
Preferred Stock, par or stated value | $ .001 | $ 0.001 |
DEBT TRANSACTIONS (Details Narr
DEBT TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Repayments of promissory note - related party | $ (4,000) | $ 0 |
Proceeds from convertible note - related party | $ 12,500 | $ 7,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash in form of Notes Receiveable | $ 0 | $ (42,500) |
Hallmark Venture Group, Inc [Member] | ||
Cash in form of Notes Receiveable | $ 42,500 |
CONVERTIBLE NOTES RECEIVABLE (D
CONVERTIBLE NOTES RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash in form of Notes Receiveable | $ 0 | $ (42,500) |
Hallmark Venture Group, Inc [Member] | ||
Cash in form of Notes Receiveable | $ 42,500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net tax loss carry-forwards | $ 826,428 | $ 734,607 |
Statutory rate | 34.00% | 34.00% |
Expected tax recovery | $ 280,986 | $ 249,766 |
Change in valuation allowance | (280,986) | (249,766) |
Income tax provision | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Aug. 31, 2017 | Aug. 31, 2016 |
Components of deferred tax asset: | ||
Non capital tax loss carry forwards | $ 280,986 | $ 249,766 |
Less: valuation allowance | (280,986) | (249,766) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narratives) - USD ($) | 12 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ (826,428) | $ (734,607) |
Expiration date | Dec. 31, 2032 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Aug. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease of California office premises per month | $ 10,000 |