Note 10 - RELATED PARTIES TRANSACTIONS | On July 1, 2014, DEPT-UK entered into a business loan with Deij Capital Limited (Deij Capital), a company in which Matthew Gill is the director and owner. The loan is for 3 years, with an interest rate of 0%. The facility loan was for $124,253 (£100,000) to be drawn down as and when required. On June 30, 2016, Deij Capital converted the balance due of $179,534 (£135,464) into 135,464 shares of Preference Shares (see Note 11). On February 28, 2017, Deij Capital converted $63,990 (£51,500) into 51,500 shares of Preference Shares (see Note 11). The outstanding principal as of February 28, 2017 and August 31, 2016 and 2015 was $7,398 (£5,941) and $39,540 (£30,000), respectively. The accrued interest as of February 28, 2017 and August 31, 2016 was $0 (£0) and $0 (£0), respectively. See Note 10. On July 31, 2014, DOCASA executed a promissory note for $2,194 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and non-interest bearing. The imputed interest is deemed immaterial as of February 28, 2017. See Note 4. On April 30, 2015, DOCASA executed a promissory note for $5,067 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and non-interest bearing. The imputed interest is deemed immaterial as of February 28, 2017. On July 20, 2016, Arch Investments, LLC acquired this promissory note due to Nami Shams. See Note 4. On July 31, 2015, DOCASA executed a promissory note for $5,065 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and non-interest bearing. The imputed interest is deemed immaterial as of February 28, 2017. See Note 4. On October 31, 2015, DOCASA executed a promissory note for $15,873 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and non-interest bearing. The imputed interest is deemed immaterial as of February 28, 2017. See Note 4. On January 31, 2016, DOCASA executed a promissory note for $4,349 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and non-interest bearing. The imputed interest is deemed immaterial as of February 28, 2017. See Note 4. On June 30, 2016, Nami Shams, a former officer and director of DOCASA, provided DOCASA with a Forgiveness of Debt for $6,302 for advances made by Nami Shams to the Company. On June 30, 2016, 192,745 Preference Shares were issued to Allesch-Taylor in exchange for a payable of $255,450 (£192,745). See Note 11. On July 8, 2016, the majority shareholder of DOCASA, Nami Shams, sold 115,000,000 shares of common stock representing 75.8% of the outstanding shares of the Company to Atlantik for a total purchase price of $200,000. See Notes 2 and 6. On September 1, 2016, the Company acquired the 115,000,000 shares of common stock from Atlantik in exchange for a promissory note for $320,000. The principal is payable in two tranches; $20,000, which was paid on September 30, 2016, and the remaining $300,000 due August 29, 2017. See Notes 1, 2, 4, 6 and 10. On September 1, 2016, the Company acquired DEPT-UK (see Notes 2, 6 and 9) and initially issued 110,000,000 shares of common stock as part of the acquisition to Stefan Allesch-Taylor, the Chairman of the Company. For the six months ended February 28, 2017 and February 29, 2016, the Company purchased $79,859 (£63,842) and $52,685 (£35,471), respectively, of cakes from Dee Light, a company which Gill, the deputy chairman of the Company, was a 50% shareholder (until November 2016). As of February 28, 2017 and August 31, 2016, the Company owed Dee Light $49,766 (£40,053) and $56,102 (£42,566), respectively. See Note 9. For the six months ended February 28, 2017 and 2016, the Company made sales of $0 (£0) and $0 (£0), respectively, to The Roastery Department Ltd. (The Roastery Department), and purchased £90,636 and £48,873 for the six months ended February 28, 2017 and February 29, 2016, respectively. As of February 28, 2017 and August 31, 2016, the Company has receivables and payables from The Roastery Department, which netted as payables of $469,765 (£378,071) and $66,667 (£50,582), respectively. Gill, the Companys vice chairman, and Ashley Lopez (Lopez), the Companys chief executive officer, were both unpaid directors of The Roastery Department until they resigned on December 1, 2016. The Company, when purchasing products from The Roastery Department, was provided a discount due to the strategic relationship between the two parties which provided the Company its purchases at cost. As of February 28, 2017 and August 31, 2016, the Company owed Lopez, the Companys chief executive officer, payables of $827 (£665) and $2,985 (£2,265), respectively. As of February 28, 2017 and August 31, 2016, the Company owed Kazi Shadid, the Companys former chief financial officer, payables of $472 (£380) and $0 (£0), respectively. As of February 28, 2017 and August 31, 2016, the Company owed Allesch-Taylor, the Companys chairman, payables of $13,027 (£11,869) and $0 (£0), respectively. As of February 28, 2017 and August 31, 2016, the Company owed Deij Capital, a company in which Gill, the deputy chairman of the Company, is the director and owner, notes payable of $7,398 (£5,954) and $39,540 (£30,000), respectively. On November 30, 2016, Allesch-Taylor individually paid the Companys remaining balance of $300,000 in regards to the promissory note to Atlantik (see Notes 9 and 11). In exchange for the payment on behalf of the Company, the Company will issue Allesch-Taylor 300,000 shares of common stock at a value of $1.00 per share. The last transaction with stock was September 1, 2016, which valued the common stock at $0.0027 per share. The Companys common stock did not trade during this period therefore the value for the February 28, 2017 transaction was determined to be multiples higher than the last recorded transaction. The Company believes that the value is not beneficial to Allesch-Taylor but does not state that this was an arms length transaction. As of February 28, 2017, the stock has not been issued and is recorded as issuable. On January 12, 2017, Allesch-Taylor purchased the Companys original investment of £5,000 for a 5% ownership of Radio Station (f/k/a Soho Radio Ltd.) for £5,000 of his issued preference shares in DEPT-UK. The relationship with Radio Station will continue to provide the Company with intangible benefits. As the Company has previously impaired £4,000 of the investment as of August 31, 2015, the exchange will result in a gain on the transaction and will be recorded accordingly. The Company had previously impaired the investment as the investment would only provide intangible benefits, which, after this transaction, will still be applicable. As of February 28, 2017 and August 31, 2016, the balance was $1,243 and $1,318, respectively, with the variance due to currency translations. See Notes 10, 11 and 15. The Preference Shares were issued to Borough Capital. On February 28, 2017, Allesch-Taylor converted $374,479 (£300,000) of payables into 300,000 shares of Preference Shares. The Preference Shares were issued to Borough Capital. The Company has an employment agreement with Lopez, our CEO, and did have a consulting agreement with Clearbrook Capital Partners LLP, an entity where Kazi Shahid, our former CFO, is a partner and also serves as CFO. The agreement with Clearbrook Capital Partners LLP was terminated on March 15, 2017. The above related party transactions are not necessarily considered as arms length transactions for all circumstances. |