NOTE 10 - RELATED PARTIES TRANSACTIONS | On February 1, 2010, DEPT-UK entered into a business loan with ICC. The loan is for 7 years, with no interest. The imputed interest is deemed immaterial as of August 31, 2017. The loan was for $1,353,645 (£850,000) to be drawn down as and when required. On June 30, 2016, ICC converted the balance due of $719,143 (£542,617) into 542,617 shares of Preference Shares (see Note 11). The outstanding principal as of August 31, 2017 and 2016 was $0 (£0) and $0 (£0), respectively. See Note 9. On July 1, 2014, DEPT-UK entered into a business loan with Deij Capital Limited (Deij Capital), a company in which Gill is the director and owner. The loan is for 3 years, with an interest rate of 0%. The imputed interest is deemed immaterial as of May 31, 2017. The facility loan was for $171,437 (£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 May 31, 2017, Deij Capital converted of the balance due $63,990 (£51,500) into 51,500 shares of Preference Shares (see Note 11). The outstanding principal as of August 31, 2017 and 2016, was $70,079 (£56,454) and $39,540 (£30,000), respectively. The accrued interest as of August 31, 2017 and 2016, was $0 (£0) and $0 (£0), respectively. See Note 9. 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 is non-interest bearing. The imputed interest is deemed immaterial as of August 31, 2017. See Notes 2 and 9. 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 is non-interest bearing. The imputed interest is deemed immaterial as of August 31, 2017. On July 20, 2016, Arch Investments, LLC acquired this promissory note due to Nami Shams. See Notes 2 and 9. 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 is non-interest bearing. The imputed interest is deemed immaterial as of August 31, 2017. See Notes 2 and 9. 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 is non-interest bearing. The imputed interest is deemed immaterial as of August 31, 2017. See Notes 2 and 9. 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 is non-interest bearing. The imputed interest is deemed immaterial as of August 31, 2017. See Notes 2 and 9. 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 at such time to Atlantik for a total purchase price of $200,000. See Notes 2 and 11. 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. On April 6, 2017, the Board of Directors approved the issuance of 2,936,000 shares of common stock to Allesch-Taylor, which are part of the 60,000,000 shares to be issued to Allesch-Taylor by August 31, 2017. On June 26, 2017, Mr. Allesch-Taylor requested that the issuance deadline of August 31, 2017, be extended to August 31, 2018, which was agreed to by the Company. In October 2017, the Company issued an additional 8,976,875 shares of common stock to Allesch-Taylor (see Note 17). On November 30, 2016, 10,750 Preference Shares were issued to Deij Capital in exchange for a debt of $13,422 (£10,750). See Note 11. On January 12, 2017, Allesch-Taylor purchased the Companys original investment of £5,000 for Radio Station for £5,000 of his issued preference shares in DEPT-UK. As the Company had 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. See Notes 8 and 11. On February 28, 2017, 51,500 Preference Shares were issued to Deij Capital in exchange for a debt of $63,990 (£51,500). See Note 11. For the years ended August 31, 2017 and August 31, 2016, the Company purchased $194,352 (£150,817) and $132,508 (£92,320), respectively, of cakes from Dee Light, a company which Gill, the vice chairman of the Company, was a 50% shareholder (until November 2016). As of August 31, 2017, and 2016, the Company owed Dee Light $70,165 (£54,448) and $56,102 (£42,566), respectively. For the years ended August 31, 2017 and 2016, the Company made sales or advances of $530,780 (£405,815) and $328,924 (£229,166), respectively, to The Roastery Department Ltd. (The Roastery Department), and made purchases from it of £217,418 and £123,705 for the years ended August 31, 2017, and 2016, respectively. As of August 31, 2017, and 2016, the Company both has receivables and payables from The Roastery Department, which netted as receivables of $1,198,811 (£930,277) and payables of $452,674 (£351,275), 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. The relationship between The Roastery Department and the Company, as stated, is classified as a barter transaction. Therefore, the Company expensed the net of the receivable and the payable, $417,436 (£323,930), resulted in an expense of $423,680, with the variance due to the currency translation. The Company maintains a receivable for cash advance of $328,703 (£255,072). As of August 31, 2017, and 2016, the Company owed Allesch-Taylor, the Companys chairman, payables of $41,174 (£31,951) and $0 (£0), respectively. As of August 31, 2017, and 2016, the Company owed Lopez, the Companys chief executive officer, payables of $893 (£693) and $2,985 (£2,265), respectively. As of August 31, 2017, and 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 $70,079 (£56,454) and $39,540 (£30,000), respectively. As of August 31, 2017, and 2016, the Company owed Deij Capital, accounts payable of $12,045 (£9,347) and $5,390 (£3,500), 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 agreed to issue Allesch-Taylor 300,000 shares of common stock at a value of $1.00 per share. As of that date, the last stock transaction with stock was September 1, 2016, which valued the common stock at $0.0027 per share, and the Company therefore believes that the agreed valuation of $1.00 per share was fair and beneficial to the Company. Nevertheless, this transaction was not necessarily an arms length transaction. As of August 31, 2017, the stock has not been issued and is recorded as issuable. The Company has an employment agreement with Lopez, our CEO, and did have a consulting agreement with Clearbrook Capital Partners LLP (Clearbrook), an entity where Kazi Shahid, our former CFO, was a partner and also served as CFO. Allesch-Taylor is a director of Clearbrook. The agreement with Clearbrook was terminated on March 15, 2017. The above related party transactions are not necessarily considered as arms length transactions for all circumstances. |