Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 333-178210

SERVICE TEAM INC.

(Exact name of registrant as specified in its charter)

Nevada	61-1653214
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

18482 Park Villa Place, Villa Park, California 92861

(Address of principal executive offices) (Zip Code)

(714) 538-5214

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 27, 2017: 348,058,493 common shares and 100,000 shares of preferred stock.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

TABLE OF CONTENTS

		Page
Financial Statements

	Consolidated Balance Sheets as of February 28. 2017 (unaudited) and August 31, 2016	3
	Consolidated Statements of Operations for the three months and six months ended February 28, 2017 and 2016 (unaudited)	4
	Consolidated Statement of Shareholders' (Deficit) for the year ended August 31, 2016 (audited) and the six months ended February 28, 2017 (unaudited)	5
	Consolidated Statement of Cash Flows for the six month periods ended February 29, 2016 and February 28, 2017 (unaudited)	6
	Notes to the Consolidated Financial Statements (unaudited)	7

SERVICE TEAM INC.
CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 28, 2017 (UNAUDITED) AND AUGUST 31, 2016


	2/28/17			8/31/16
ASSETS
Cash	$	109,838		$	321,728
Accounts receivable		256,757			222,423
Other current assets		-			40,000
Total current assets		366,595			584,151

Property and equipment, net of depreciation of $262,626		50,144			53,781
Prepaid expenses		14,000			14,000
TOTAL ASSETS	$	430,739		$	651,932

LIABILITIES & SHAREHOLDERS' (DEFICIT)
Accounts payable	$	169,359		$	137,998
Promissory note – related party		4,000			6,768
Convertible notes payable, net		73,000			34,040
Promissory note, net		82,734			246,387
Accrued expense		134,636			104,649
Accrued interest		16,362			18,261
TOTAL LIABILITIES		480,091			548,103


Common stock, $0.001 par value, 500,000,000 authorized, 348,058,493 and 168,671,089 issued and outstanding as of February 28, 2017 and August 31, 2016, respectively.		348,059			168,671
Preferred stock – Series A, $0.001 par value, 100,000 authorized, 100,000 and 100,000 issued and outstanding as of February 28, 2017 and August 31, 2016, respectively.		100			100
Additional paid in capital		2,170,646			2,139,874
Accumulated deficit		(2,568,157	)		(2,204,816	)
TOTAL SHAREHOLDERS' (DEFICIT)		49,352			(103,829	)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)	$	430,739		$	651,932

The accompanying notes are an integral part of these consolidated financial statements.

SERVICE TEAM INC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDING

FEBRUARY 28, 2017 AND FEBRUARY 29, 2016 (UNAUDITED)



	3 Months			3 Months			6 Months			6 Months
	Ended			Ended			Ended			Ended
	2/28/17			2/29/16			2/28/17			2/29/16
REVENUES
Sales	$	897,084		$	781,390		$	1,764,378		$	1,706,493

COST OF SALES
Cost of sales		740,823			777,428			1,508,599			1,417,069

Gross Margin		156,261			3,962			255,779			289,424

OPERATING EXPENSES
General & Administrative Expenses		266,009			150,263			433,358			332,481
Depreciation Expense		1,818			1,814			3,636			3,042
Total Operating Expenses		267,827			152,077			436,994			335,523

LOSS FROM OPERATIONS		(111,566	)		(148,115	)		(181,215	)		(46,099	)

OTHER INCOME (EXPENSE)
Interest Expense		(85,366	)		(36,342	)		(182,126	)		(77,292	)
Gain on Contingent Consideration					-			-			54,100
Total Other Income (Expense)		(85,366	)		(36,342	)		(182,126	)		(23,192	)

NET LOSS	$	(196,932	)	$	(184,457	)	$	(363,341	)	$	(69,291	)

Weighted Average number of common shares outstanding - basic and fully diluted		303,445,296			22,074,807			256,409,277			18,610,287

Net loss per share – basic and fully diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these consolidated financial statements.

SERVICE TEAM INC

CONSOLIDATED STATEMENT OF SHAREHOLDERS DEFICIT

FOR YEAR ENDED AUGUST 31, 2016 AND THE SIX MONTHS

ENDED FEBRUARY 28, 2017

(UNAUDITED)

	Common Stock				Preferred Stock				Additional Paid In			Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital			Payable			Deficit			Total
Balance, August 31, 2015		13,430,624	$	13,431		100,000	$	100	$	1,612,788		$	22,000		$	(1,747,341	)	$	(99,022	)

Shares Issued for Note Conversion		155,240,465		155,240		-		-		144,423			(22,000	)		-			277,663
Stock based compensation		-		-		-		-		83,525			-			-			83,525
Beneficial Conversion Feature		-		-		-		-		299,138			-			-			299,138
Net Loss		-		-		-		-					-			(457,475	)		(457,475	)
Balance, August 31, 2016		168,671,089		168,671		100,000		100		2,139,874			-			(2,204,816	)		103,829

Shares Issued for Note Conversions		179,387,404		179,387		-		-		(95,227	)		-			-			84,160
Beneficial Conversion Feature		-		-		-		-		126,000			-			-			126,000
Net Loss		-		-		-		-		-			-			(363,341	)		(363,341	)
Balance, February 28, 2017		348,058,493	$	348,059		100,000	$	100	$	2,170,646		$	-		$	(2,568,157	)	$	(49,352	)

The accompanying notes are an integral part of these consolidated financial statements.

SERVICE TEAM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29. 2016 (UNAUDITED)

	2/28/17			2/29/16
Cash flows from operating activities
Net loss	$	(363,341	)	$	(69,291	)

Adjustments to reconcile net (loss) with cash provided by operations:
Debt discount amortization		159,148			62,567
Gain on contingent consideration		-			54,100
Deferred financing cost amortization		-			11,986
Depreciation		3,636			3,042

Change in operating assets and liabilities:
Accounts receivable		(34,334	)		28,127
Accrued expenses		52,279			17,652
Prepaid expenses		40,000			(5,000	)
Accounts Payable		31,362			85,701
Net cash provided by operating activities		(111,250	)		80,684

Cash flows from investing activities
Cash paid for purchase of fixed assets		-			(52,827	)
Net cash used in investing activities		-			(52,827	)

Cash flows from financing activities
Proceeds from promissory notes – related party		4,000			-
Proceeds from convertible notes payable		126,000			-
Payments on promissory notes		(230,640	)		-
Net cash provided by (used in) financing activities		(100,640	)		-

Net increase in cash and cash equivalents		(211,890	)		27,857
Cash at beginning of period		321,728			5,843
Cash at end of period	$	109,838		$	33,700

Supplemental Disclosures
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

Non-Cash Transactions
Beneficial conversion features	$	126,000		$	-
Common shares issued for subscription payable	$	-		$	22,000
Common shares issued for debt conversions	$	84,160		$	55,424

The accompanying notes are an integral part of these consolidated financial statements.

SERVICE TEAM, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AT February 28, 2017 (UNAUDITED)

NOTE 1 - ORGANIZATION

Organization

The Company has established a fiscal year end of August 31.

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-Q. 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 has an accumulated deficit as of February 28, 2017 of $2,568,157. 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 February 28, 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. All accounts were considered collectable at period end and no allowance for bad debts was considered necessary.

Accounts Receivable and Revenue Concentrations

The Company's wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented about 23%, 11% and 10% of total receivables as of February 28, 2017. One customer represented about 20% of total receivables as of August 31, 2016. During the six month period ended February 28, 2017, the Company had one customer that represented 14% of total sales. During the six month period ended February 29, 2016, the Company had one customer that represented about 22% of total sales.

Inventory

The Company does not own inventory, materials are purchased as needed from local suppliers; therefore, there was no additional inventory on hand at February 28, 2017 or August 31, 2016.

Property and Equipment

Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and are depreciated using the straight-line method over the estimated useful lives of the related assets (generally 15 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 $3,636 and $3,042 of depreciation expense during the six months ended February 28, 2017 and February 29, 2016, respectively.

Net property and equipment were as follows at February 28. 2017 and August 31, 2016:

	2/28/17			8/31/16
Equipment	$	243,444		$	243,444
Vehicles		15,000			15,000
Furniture		1,500			1,500
Leasehold improvements		52,827			52,827
Subtotal		312,771			312,771
Less: accumulated depreciation		(262,627	)		(258,990	)
Total Fixed Assets, Net	$	50,144		$	53,781

Lease Commitments

Service Team Inc., effective September 1, 2015, leased new facilities at 1818 Rosslynn Avenue, Fullerton, California, to manufacture its products. The Company has moved from 10633 Ruchti Road, South Gate, California, effective October 1, 2015. The new facility is leased for six and one half years at a price of $10,000 per month, for the first six months; and, $14,000 per month thereafter. Service Team Inc pays for the fire insurance and property taxes on the building estimated to be approximately $2,000 per month. The location consists of three acres of land and one building of approximately 30,000 square feet. The facility is approximately one-third larger than the prior facility in South Gate.

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 Hallmark Venture Group, Inc., 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, convertible 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 February 28, 2017 on a recurring basis:

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Total

The following table presents assets and liabilities that were measured and recognized at fair value as of August 31, 2016 on a recurring basis:

Total

Realized

Description

Level 1

Level 2

Level 3

Loss

Total

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 February 28, 2017 and August 31, 2016 where it cannot conclude that it is more likely than not that those assets will be realized.

Revenue Recognition

Trade Leasing Division

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.

Service Products Division

The Service Products Division shut down in fiscal 2013 repaired or replaced electrical appliances (mostly televisions), covered by warranties or insurance companies. The Company had a price list of its services that sets forth a menu of charges for various repairs or replacements. At the completion of the repair, an invoice was prepared itemizing the parts used and fixed labor rate costs billed by the Company. The invoice was entered into our accounting system and recognized as revenue at that time. Our invoice was paid by the warranty insurance companies. We did not take title to the product at any point during this process.

As described above, in accordance with the requirements of ASC 605-10-599, the Company recognized 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 . The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

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 three and six month periods ended February 28, 2017 and February 29, 2016, because the Company operations resulted in net losses, no additional dilutive securities were included in the Diluted EPS as that would be anti-dilutive to the resulting diluted earnings per share.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

NOTE 3 – CAPITAL STOCK

The Company's authorized capital is 3,000,000,000 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. 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 Company increased its authorized capital stock to 1,000,000,000 common shares. On January 19, 2017, the Company increased its authorized capital stock to 2,000,000,000 common shares and on February 16, 2017 the Company increased its authorized capital stock to 3,000,000,000 common 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.

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 Global, 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.

During the six month period ended February 28, 2017, $126,000 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 February 28, 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.

NOTE 4 – DEBT TRANSACTIONS

Convertible Notes Payable – Related Party

U.S. Affiliated

On July 31, 2014, the Company issued a convertible note to Hallmark Venture Group inc. (a related party) for $18,003 of cash consideration. On September 31, 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 $18,003 due to this conversion feature. The note was amended during July 2015 to mature on February 29, 2016. During the period ended August 31, 2016, the note was sold to Tangiers and $13,572 of accrued interest was added to the note principal balance bringing the new principal balance up to $31,575. As there was an updated conversion feature on the new note, the discount of $31,575 was recorded with the offset to additional paid in capital. The debt discount was fully amortized during the period ended August 31, 2016 as a result of the conversions of the note by Tangiers. The note had accrued interest of $0 and $1,170 as of August 31, 2016 and August 31, 2015, respectively. The debt discount had a balance at August 31, 2016 and August 31, 2015 was $0 and $0, respectively. During the year ended August 31, 2016 the holder of the note converted $31,575 of the note and interest to common stock with a remaining balance of $1,904 which the Company repaid in cash during the same period 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 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.

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. During the three months ended November 30, 2016, $732 of the debt discount was amortized leaving a remaining debt discount of $0 as of November 30, 2016. The note was repaid in full during the six months ended February 28, 2017.

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.

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 $344 as of February 28, 2017. The debt discounts had a balance at February 28, 2017 of $23,704. The Company recorded debt discount amortization expense of $4,296 during the six month period 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 $0.00005. 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

On February 5, 2015, the Company issued a convertible note to Tangiers Capital Group for $55,000 of cash consideration. The note bears interest at 10%, matures on February 5, 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 $22,000 due to this conversion feature. The Company also recorded a $5,000 debt discount due to issuance fees. The note had accrued interest of $0 and $3,119 as of August 31, 2016 and August 31, 2015, respectively. During the year ended August 31, 2016, Tangiers Capital 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. $22,000 of the conversion was recorded as subscription payable at August 31, 2015, and then the shares were subsequently issued during 2016. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $0 and $7,656, respectively. The Company recorded debt discount amortization expense of $7,656 and $19,344 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 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 $4,620 as of August 31, 2016. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $9,039 and $0, respectively. The Company recorded debt discount amortization expense of $29,461 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company recorded debt discount amortization of $9,039 during the three months ended November 30, 2016 leaving a remaining debt discount balance of $0. During the year ended August 31, 2016, $28,926 of principal was converted into common shares. During the three months ended November 30, 2016, the remaining balance of the note of $9,574 plus $4,620 of accrued interest on the note was fully converted into 28,967,347 common shares; thus, it is considered paid in full as of November 30, 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 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 $2,750 as of August 31, 2016. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $17,103 and $0, respectively. The Company recorded debt discount amortization expense of $10,397 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company recorded debt discount amortization of $17,103 during the three months ended November 30, 2016 leaving a remaining debt discount balance of $0. During the six months ended February 28, 2017, principal of $27,500 plus $19,571 of accrued interest on the note was converted into 75,928,912 common shares; thus, the note was repaid in full as of 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 $0.00005. 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 $4,213 and $3,575 as of February 28, 2017 and August 31, 2016, respectively. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $24,290 and $0, respectively. The Company recorded debt discount amortization expense of $11,460 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company recorded debt discount amortization of $17,728 during the six months ended February 28, 2017 leaving a remaining debt discount balance of $6,562. During the six months ended February 28, 2017, principal of $22,993 on the note was converted into 74,491,145 common shares; thus, the note had a remaining balance of $12,757 as of 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 $0.00005. 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 $5,775 and $3,850 as of February 28, 2017 and August 31, 2016, respectively. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $30,167 and $0, respectively. The Company recorded debt discount amortization expense of $8,333 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company recorded debt discount amortization of $19,092 during the six months ended February 28, 2017 leaving a remaining debt discount balance of $11,075.

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 $4,125 and $2,750 as of February 28, 2017 and August 31, 2016, respectively. The debt discounts had a balance at August 31, 2016 and August 31, 2015 of $24,185 and $0, respectively. The Company recorded debt discount amortization expense of $3,315 and $0 during the year ended August 31, 2016 and the year ended August 31, 2015, respectively. The Company recorded debt discount amortization of $13,637 during the six months ended February 28, 2017 leaving a remaining debt discount balance of $10,548.

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 note had accrued interest of $542 as of February 28, 2017. The debt discounts had a balance at February 28, 2017 of $24,436. The Company recorded debt discount amortization expense of $8,564 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 $0.00005. 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 $803 as of February 28, 2017. The debt discounts had a balance at February 28, 2017 of $34,466. The Company recorded debt discount amortization expense of $8,034 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 $0.00005. 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.

Crossover Capital Fund, LLC

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 $153 as of February 28, 2017. The debt discounts had a balance at February 28, 2017 of $38,466. The Company recorded debt discount amortization expense of $1,534 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 $0.00005. 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. This note was sold to Tangiers; please see above for further details.

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.

Promissory Notes Payable – Third Party

On Deck Capital

On August 23, 2016, the Company issued a promissory note to On Deck Capital for $243,750 of cash consideration. The note bears interest at 33%, matures on May 20, 2017. The Company recorded a debt discount equal to $82,500 due to the unpaid interest which was added to the principal balance to be repaid during the 9 month note. The Company also recorded a $6,250 debt discount due to origination fees due at the beginning of the note. During the six months ended February 28, 2017, the company amortized $59,496 of the debt discounts into interest expense leaving a remaining total debt discount on the note of $26,625 as of February 28, 2017. During the six months ended February 28, 2017, the Company repaid $223,141 of the note with cash on hand, leaving a remaining principal balance of $109,359 on the note as of February 28, 2017.

Promissory Notes Payable – Related Party

U.S. Affiliated

On December 16, 2016, the Company issued a promissory note to U.S. Affiliated Inc. (a related party). The note bears interest at 10%, matures on December 16, 2017. Accrued interest was $81 as of February 28, 2017.

NOTE 5- RELATED PARTY TRANSACTIONS

Convertible Notes Payable – Related Party

U.S. Affiliated

Promissory Notes Payable – Related Party

U.S. Affiliated

Lease Commitments

NOTE 6 – INCOME TAXES

deferred tax assets The Company accounts for income taxes under standards issued by the FASB. Under those standards, 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 net operating loss carry forwards totaling approximately $938,800 as of February 28, 2017, that will be offset against future taxable income. The available net operating loss carry forwards of approximately $938,800 will expire in various years through 2035. 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 February 28, 2017 and August 31, 2016:

	2/28/17			8/31/16
Net tax loss carry-forwards	$	938,800		$	734,607
Statutory rate		34	%		34	%
Expected tax recovery		319,192			249,766
Change in valuation allowance		(319,192	)		(249,766	)
Income tax provision	$	-		$	-

Components of deferred tax asset:
Non capital tax loss carry forwards	$	319,192		$	249,766
Less: valuation allowance		(319,192	)		(249,766	)
Net deferred tax asset	$	-		$	-

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Contingent Consideration

During the period from November 29, 2011 until June 1, 2012, the Company sold 541,000 shares to various individuals for a total cash consideration of $54,100. The funds were used for operating capital of the Company including rent and payroll. Our rescission offer covers twenty-five shareholders (25) for a total of 541,000 shares originally sold for $54,100. During the three month period ended November 30, 2015, as the rescission offer expired, the $54,100 was reversed from the liability resulting in a gain in other income and expense of $54,100 as the Company is no longer required to return funds to investors. In addition, the Company has not been requested by any investor to repay funds from these stock sales during the period from November 29, 2011 through June 1, 2012.

Litigation

None.

Operating Leases

On September 1, 2015, Service Team Inc leased an industrial building located on three acres of land at 1818 E. Rosslynn Avenue, Fullerton, California. The lease rate is $10,000 per month for the first six months; then $14,000 per month for the remaining six years of the lease. Service Team Inc is obligated to pay the fire insurance and property taxes on the building that are estimated to be $2,000 per month.

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.

Contingent Consideration

During the period from November 29, 2011 until June 1, 2012, the Company sold 541,000 shares to various individuals for a total cash consideration of $54,100. The funds were used for operating capital of the Company including rent and payroll. Our rescission offer covers twenty-five shareholders (25) for a total of 541,000 shares originally sold for $54,100. During the three-month period ended November 30, 2015, as the rescission offer expired, the $54,100 was reversed from the liability resulting in a gain in other income and expense of $54,100 as the Company is no longer required to return funds to investors. In addition, the Company has not been requested by any investor to repay funds from these stock sales during the period from November 29, 2011 through June 1, 2012.

NOTE 8 – SEGMENT REPORTING

Our operations during the six-month periods ending February 28, 2017 and February 29, 2016, were managed through two operating segments, as shown below. We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting . Each of the operating segments was managed under a common structure chaired by our Chief Executive Officer and discrete financial information for both of the segments was available. Our Chief Executive Officer used the operating results of each of the two operating segments for performance evaluation and resource allocation and, as such, was the chief operating decision maker. The activities of each of our segments from which they earned revenues and incurred expenses are described below:

—

The Trade Leasing segment is involved in the manufacture and repair of truck bodies.

—

The Service Products segment specialized in electronics service, repair and sales.

Summarized financial information concerning reportable segments is shown in the following table for the six months ended:

February 28, 2017:

	Trade Leasing			Service Products			Total
Revenues	$	1,764,378		$	-		$	1,764,378

Cost of sales		1,508,599			-			1,508,599

Gross margin		255,779			-			255,779

Operating expenses		332,188			104,806			436,994

Loss from operations		(76,409	)		(104,806	)		(181,215	)

Other expense		(60,497	)		(121,629	)		(182,126	)

Net loss	$	(136,906	)	$	(226,435	)	$	(363,341	)

February 29, 2016:

	Trade Leasing		Service Products			Total
Revenues	$	1,706,493	$	-		$	1,706,493

Cost of sales		1,417,069		-			1,417,069

Gross margin		289,424		-			289,424

Operating expenses		287,222		48,301			335,523

Operating income (loss)		2,202		(48,301	)		(46,099	)

Other expenses		-		(23,192	)		(23,192	)

Net income (loss)	$	2,202	$	(71,493	)	$	(69,291	)

NOTE 9 – SUBSEQUENT EVENTS

There were no subsequent events through the date that the financial statements were issued.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview of Our Company

Service Team Inc. (the "Company") was incorporated pursuant to the laws of the State of Nevada on June 6, 2011. 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 reduced its warranty and repair operations. On June 5, 2013, Service Team Inc. acquired 25,000 common shares of Trade Leasing, Inc., granting 100% ownership, for 4,000,000 shares of its common stock; in addition, both entities are under common control. 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 the company. Trade Leasing is being operated as a separate division of Service Team Inc.

Trade Leasing Division. This division is involved in the manufacture and repair of truck bodies. The Company manufactures truck bodies that are attached to a truck chassis which consists of an engine, drive train, a frame with wheels, and in some cases, a cab. The truck chassis is manufactured by third parties that are major automotive or truck companies. These companies do not typically build specialized truck bodies. The company is also involved in other products used by the trucking industry. The company operates a complete manufacturing and repair facility in South Gate, California. The facility manufactures both custom and standard production truck bodies in approximately 70 different models designed to fill the specialized demands of the user. The vans are available for hauling dry freight or refrigerated freight. The refrigerated vans are built with two to four inches of foam insulating that is sprayed in place for hauling refrigerated products such as meats, vegetables, flowers and similar products. The Company installs different types of cooling systems in the trucks. This varies from motor driven units installed outside the van body or refrigeration units driven off the engine of the truck. Some refrigerated trucks use a system called "cold plate" where a large metal plate is cooled by power while the truck is parked. The power is then unplugged and the truck will stay cool for many hours. The Company's customers are auto dealers and users of trucks; such as dairies, food distributors and local delivery. The company has approximately 400 customers. One customer South Bay Ford represented more than 10% of sale in the last 12 months. The company is not dependent on a few major customers. Trade Leasing purchases raw materials from approximately 25 suppliers. There are several hundred similar suppliers of comparable materials in the local area. Trade Leasing Inc. purchases refrigeration units from Thermoking Corporation a division of United Technologies and Carrier Corporation, a division of Ingersol Rand Corporation. The two companies represent more than 80% of the refrigeration unit market. There are several other manufactures of refrigeration units that represent a small part of the market. Trade Leasing Inc. employs 23 factory workers and three management personnel. The management personnel make all of the sales and manage the factory. The company has all of the government licenses necessary to conduct its business. These include 9 different city, county and state licenses covering vehicle transportation, air quality, hazard waste (Paint), land or building use, and sales tax.

Liquidity and Capital Resources

As of February 28, 2017, we had assets of $430,739 including current assets of $366,595. We have accounts payable of $169,359, convertible notes payable of $73,000, promissory notes payable of $86,734 accrued expenses of $150,998. Hallmark Ventures Group, Inc. is prepared to advance us additional funds as needed. Accrued expenses are for work performed by employees during the organizational and operational stages of the Company. There is no firm date for which these are to be paid. It is to be repaid when we have funds available. Since inception we have also raised $354,382 from the sale of our common stock. We believe our ability to achieve commercial success and continued growth will be dependent upon our continued access to capital either through additional sale of our equity or cash generated from operations. We will seek to obtain additional working capital through the sale of our securities. We will attempt to obtain additional capital through bank lines of credit; however, we have no agreements or understandings with third parties at this time.

Results of Operations

Three Months Ended February 28, 2017 compared to the Three Months Ended February 29, 2016

Sales during the three-month period ended February 28, 2017, were $897,084 compared to $781,390 for the three-month period ending February 29, 2016. Our cost of sales for the three-month period ending February 29, 2017 was $740,823, compared to $777,428 for the three-month period ending February 29, 2016. Our operating expenses for the three-month period ending February 28, 2017, were $267,827 compared to $152,077 for the three-month period ending February 29, 2016. We had a net loss during the three-month period ending February 28, 2017, of $196,932; compared to a net loss of $184,457 during the three-month period ending February 29, 2016.

Six Months Ended February 28, 2017 compared to the Six Months Ended February 29, 2016

Sales during the six-month period ended February 28, 2017, were $1,764,378 compared to $1,706,493 for the six-month period ending February 29, 2016. Our cost of sales for the six-month period ending February 28, 2017 was $1,508,599, compared to $1,417,069 for the six-month period ending February 29, 2016. Our operating expenses for the six-month period ending February 28, 2017, were $436,994 compared to $335,523 for the six-month period ending February 29, 2016. We had net loss during the six-month period ending February 28, 2017, of $363,341; compared to a net loss of $69,291 during the six-month period ending February 29. 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations of Internal Controls

Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, other than those stated above, during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Not applicable .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits .

(a)	The following exhibits are filed with this report.

31.1 Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302.

31.2 Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302.

32.l Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101 Interactive Data Files

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Service Team Inc.

Date: April 3, 2017	By:	/s/ Robert L. Cashman
		Robert L. Cashman
		Chief Executive Officer and President Principal Executive Officer



Date: April 3, 2017	By:	/s/ Robert L. Cashman
		Robert L. Cashman
		Chief Financial Officer Principal Financial and Accounting Officer