CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following at May 31, 2018 and August 31, 2017: May 31 August 31 2018 2017 Convertible Note - July 2017 $ 26,250 $ 26,250 Convertible Note - November 2017 68,000 - Convertible Note - December 2017 27,000 - Convertible Note - January 2018 54,000 - Convertible Note - February 2018 27,000 - Convertible Note - March 2018 52,000 - Convertible Note - April 2018 27,000 - Convertible Note - May 2018 22,000 - 303,250 26,250 Less debt discount and debt issuance cost (174,495 ) (22,223 ) Total convertible notes payable, net $ 128,755 $ 4,027 The Company recognized amortization expense related to the debt discount and deferred financing fees of $114,728 and $0 for the nine months ended May 31, 2018 and February 28, 2017, respectively, which is included in interest expense in the statements of operations. During nine months ended May 31, 2018, the Company recorded $8,909 interest expense on convertible notes. 10% Convertible Note – July 2017 On July 6, 2017, the Company issued a 10% Convertible Note in the principal amount of $26,250 for cash proceeds of $25,000 with $1,250 of financing costs. The 10% Convertible Note bears interest at the rate of 10% per annum and matures July 6, 2018. The holder is entitled to convert any portion of the outstanding and unpaid principal and accrued interest into fully paid and non-assessable shares of common stock, upon the issuance date of the note. The conversion price is 50% of the lowest trading price of the common stock for the 20 trading days immediately prior to the applicable conversion date. 8% Convertible Note – November 2017 On November 20, 2017, the Company entered into a Securities Purchase Agreement with Adar Bays, a Florida limited liability company, (“Adar”) providing for the purchase of seven convertible notes in the aggregate principal amount of $230,000, with the first note being in the amount of $68,000 and the remaining six notes being in the amount of $27,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on November 20, 2018. The first note of $68,000 was received by the Company on November 20, 2017, with cash received of $65,000, and $3,000 recorded as financing costs. During the nine months ended May 31, 2018, proceeds of $145,000 related to the remaining back-end notes have been received, and $12,000 recorded as financing costs. As of May 31, 2018, principal amount of $5,000 of the remaining back-end notes is still available to drawn. The first note matured on November 20, 2018 with each additional note maturing one month thereafter until June 20, 2018, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case the notes may be called. The above mentioned notes, at any time after 180 days, can be converted at the option of the holder all at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCQB, which the Company’s shares are traded, or any exchange upon which the common stock may be traded in the future, for the lower of (i) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. 8% Convertible Note – March 2018 On March 26, 2018, the Company entered into a Securities Purchase Agreement with Adar providing for the purchase of three convertible notes in the aggregate principal amount of $126,000, with the first note being in the amount of $42,000 and the remaining two notes being in the amount of $42,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on March 26, 2019. Proceeds from the first $42,000 note was received by the Company, with $2,000 recorded as financing costs. As of May 31, 2018, principal amount of $84,000 of the remaining notes has yet been received. The notes matures on March 26, 2019, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case all notes issued pursuant to the agreement may be called. The above mentioned notes, at any time after 180 days, can be converted all at the option of the holder at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCMarkets, which the Company’s shares are traded, or any exchange upon which the common stock may be traded in the future, for the lower of (i) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. 8% Convertible Note – March 2018 On March 13, 2018, the Company issued an 8% Convertible Note in the principal amount of $10,000 for cash proceeds of $10,000. The 8% Convertible Note bears interest at the rate of 8% per annum and matures March 13, 2019. The holder is entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock, upon the issuance date of the note. The conversion price has yet been settled and will be negotiated between the Company and the note holder in good faith pursuant to the note agreement. Accounting for the conversion feature of this note will be evaluated when the conversion price is determined. |