UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended May 31, 2017
	For the quarterly period ended August 31, 2017
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
~~For the transition period from to __________~~	For the transition period from to __________
	Commission File Number: 000-55725

Lans Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada	47-4426774
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

801 Brickell, Miami, Florida 33133

(Address of principal executive offices)

305-755-7451

(Registrant’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

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

[X] 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 (§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). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of 4“large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act..

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

[ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44242,~~807~~288,~~673~~ 273 common shares as of October ~~May 31~~17, 2017.

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of ~~May~~August 31, 2017 and November 30, 2016 (unaudited);
F-2	Statements of Operations for the three and ~~six~~nine months ended ~~May~~August 31, 2017 and ~~May 31,~~ 2016 (unaudited);
F-3	Statements of Cash Flows for the ~~six~~nine months ended ~~May~~August 31, 2017 and ~~May 31,~~ 2016 (unaudited);
F-4	Notes to Financial Statements (unaudited).

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~May~~August 31, 2017 are not necessarily ~~indicative~~ indicative of the results that can be expected for the full year.

Table of Contents

LANS HOLDINGS, INC.

BALANCE SHEETS

AS OF ~~MAY~~AUGUST 31, 2017 AND NOVEMBER 30, 2016

(UNAUDITED)

	May 31, 2017				November 30, 2016
	August 31, 2017			November 30, 2016
ASSETS
Current Assets
Cash and cash equivalents	$	63,~~491~~570		$	$1,760	~~1,760~~
Accounts receivable		4470,~~608~~629			24,075	~~24,075~~
Prepaid expenses and deposits		6,000			1,000	~~1,000~~
TOTAL ASSETS	$	5780,~~099~~199		$	$26,835	~~26,835~~
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~285~~293,~~407~~329		$	$210,505	~~210,505~~
Accounts payable and accrued expenses – related parties		~~517~~565,~~107~~675			378,677	~~378,677~~
Stock payable – related parties		5,820,000			5,820,000	~~5,820,000~~
Notes payable		289,700			289,700	~~289,700~~
Notes payable – related parties		43,728			44,036	~~44,036~~
Convertible debentures, net of unamortized discount		92183,~~592~~215			27,312	~~27,312~~
Convertible debentures – related parties, net of unamortized discount		15,990			3,813	~~3,813~~
Derivative liabilities		1,~~852~~298,~~318~~313			89,071	~~89,071~~
Deferred revenue		1021,~~000~~747			—	—
Total Liabilities		8,~~926~~531,~~842~~697			6,863,114	~~6,863,114~~
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock, 100,000,000 shares authorized, $0.001 par value; 599,859 Series A preferred shares issued and outstanding		600			600	~~600~~
Common stock, 500,000,000 shares authorized, $0.001 par value; 44,807,673 shares issued and outstanding		44,808				44,808
Common stock, 500,000,000 shares authorized, $0.001 par value; 80,403,973 and 44,807,673 shares issued and outstanding, respectively		80,404			44,808
Additional paid-in capital		23,~~829~~106,~~812~~256			2,614,848	~~2,614,848~~
Accumulated deficit		(11,~~744~~638,~~743~~758)	)		(9,496,535)	~~(9,496,535)~~
Total Stockholders’ Deficit		(8,~~869~~451,~~743~~498)	)		(6,836,279)	~~(6,836,279)~~
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5780,~~099~~199		$	$26,835	~~26,835~~

See accompanying notes to these unaudited financial statements.

F-1

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LANS HOLDINGS, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED AUGUST ~~MAY~~ 31, 2017 AND 2016

(UNAUDITED)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	May 31, 2017			May 31,2016			May 31, 2017			May 31, 2016
	August 31, 2017			August 31, 2016			August 31, 2017			August 31, 2016
REVENUES	$	8987,~~092~~908		$	49129,~~425~~070		$	~~134~~222,~~227~~135		$	83212,~~762~~832
COST OF REVENUES		7955,~~860~~200			4579,~~620~~860			~~159~~214,~~720~~920			55134,~~120~~980
GROSS PROFIT (LOSS)		9,232			3,805			(25,493	)		28,642
GROSS PROFIT		32,708			49,210			7,215			77,852
OPERATING EXPENSES
General and administrative		~~257~~118,~~363~~660			~~151~~230,~~644~~434			~~533~~652,~~770~~430			~~249~~480,~~718~~152
TOTAL OPERATING EXPENSES		~~257~~118,~~363~~660			~~151~~230,~~644~~434			~~533~~652,~~770~~430			~~249~~480,~~718~~152
OPERATING LOSS		(~~248~~85,~~131~~952	)		(~~147~~181,~~839~~224	)		(~~559~~645,~~263~~215	)		(~~221~~402,~~076~~300)
OTHER EXPENSES
OTHER INCOME (EXPENSES)
Change in fair value of derivatives		(1872,~~485,922~~631	)		(106,~~859~~401	)		(1560,~~432,787~~156	)		(107,~~859~~124)
Interest expense		(46647,~~424~~430	)		(1119,~~590~~532	)		(~~256~~903,~~378~~808	)		(1948,~~086~~754)
TOTAL OTHER EXPENSES		(1,532,346	)		(22,449	)		(1,689,165	)		(29,945)
Loss on extinguishment of debt upon conversion		(33,044	)		—			(33,044	)		—
NET LOSS	$	(1,780,477	)	$	(170,288	)	$	(2,248,428	)	$	(251,021)
TOTAL OTHER INCOME (EXPENSES)		192,157			(25,993	)		(1,497,008	)		(55,878)
Loss per common share – basic and diluted	$	(0.04	)	$	(0.00	)	$	(0.05	)	$	(0.01)
NET INCOME (LOSS)	$	106,205		$	(207,157	)	$	(2,142,223	)	$	(458,178)
Weighted average number of common shares outstanding – basic and diluted		44,807,673			44,630,516			44,807,673			44,533,541
Income (loss) per common share – basic and diluted	$	0.00		$	(0.00	)	$	(0.05	)	$	(0.01)
Weighted average number of common shares outstanding – basic and diluted		50,378,127			44,807,673			46,678,045			44,625,313

See accompanying notes to these unaudited financial statements.

F-2

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LANS HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~MAY~~AUGUST 31, 2017 AND 2016

(UNAUDITED)

	For the Six Months Ended
	For the Nine Months Ended
	May 31, 2017			May 31, 2016
	August 31, 2017			August 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,~~248~~142,~~428~~223	)	$	(~~251~~458,~~021~~178)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures		77184,~~457~~293			14,~~490~~994
Change in fair value of derivatives		1560,~~432,787~~156			~~(723)~~21,290
Excess derivative liability included in interest expense		~~142~~616,~~460~~591			~~11,582~~—
Stock-based compensation		214,964			9,708
Shares issued for fees upon conversion of convertible debt		10,113			—
Debt default penalty included in the interest expense		33,750			—
Loss on extinguishment of debt upon conversion		33,044			—
Stock-based compensation		251,869			120,425
Changes in operating assets and liabilities:
Accounts receivable		(2046,~~533~~554	)		3(38,~~712~~303)
Prepaid expenses		(25,000	)		58,~~409~~614
Deposits		(3,000	)
Accounts payable and accrued expenses		89,584			164,783
Accounts payable and accrued expenses		74,902			122,435
Accounts payable and accrued expenses – related parties		186,998			73,298
Accounts payable and accrued expenses – related parties		138,430			38,526
Deferred revenue		21,747			—
Deferred revenue		10,000			—
Net Cash Used in Operating Activities		(205,632	)		(103,077)
Net Cash Used in Operating Activities		(182,961	)		(58,882)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable – related parties		—			3840,258
Repayments of notes payable – related parties		(308	)		—(4,267)
Proceeds from convertible debentures		~~188~~207,~~000~~750			652,000
Net Cash Provided by Financing Activities		~~187~~207,~~692~~442			4487,~~258~~991
Net Increase (Decrease) in Cash and Cash Equivalents		41,~~731~~810			(1415,~~624~~086)
Cash and Cash Equivalents, Beginning of Period		1,760			15,540
Cash and Cash Equivalents, End of Period	$	63,~~491~~570		$	~~916~~454
SUPPLEMENTARY CASH FLOWS INFORMATION:
Interest paid	$	1,953		$	—2,313
Income taxes paid	$	—		$	—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Convertible debentures issued to settle accounts payable	$	—		$	15,990
Derivative liability related to debt	$	330,460		$	21,990
Shares issued to settle convertible debt and accrued interest	$	225,218		$	—
Derivative liability related to debt	$	824,341		$	—

See accompanying notes to these unaudited financial statements.

F-3

Table of Contents

LANS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS

Nature of Business

Lans Holdings, Inc. is in the business of providing secure payment and communication solutions. The Company’s aim is to make it easier for sellers to start selling, and buyers to buy with confidence. The Company intends that its solutions will be used to enable businesses to process payments more efficiently whether online or in a retail store front. The Company intends to offer white label solutions for payment service providers to enable business to consumer and business to business payments through physical POS, mobile devices, online and software integrations. The Company also intends to provide business processing outsourcing through its Fractional I.T. Services, and complaint ready hosted solutions through its Infrastructure on Demand.

Lans Holdings is focused to provide emerging payment "breakthrough" technology that motivates and rewards clients for adopting more secure infrastructure to support their businesses.

Going Concern

The Company has incurred losses since inception and has negative working capital. These factors create substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.

Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is November 30.

Interim Financial Statements

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end November 30, 2016 have been omitted.

F-4

Table of Contents

~~Use of~~Recent ~~Estimates~~Accounting Pronouncements

The ~~preparation~~ of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company ~~regularly~~has ~~evaluates~~implemented ~~estimates and~~all ~~assumptions~~new ~~related to long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates~~accounting ~~and~~pronouncements ~~assumptions on current facts, historical experience and various other factors~~ that itare ~~believes~~in toeffect ~~be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities and the accrual of costs and expenses~~ that ~~are not readily apparent from other sources. The actual results experienced by the Company~~ may ~~differ~~impact ~~materially~~its ~~and~~financial ~~adversely from the Company’s estimates~~statements. ~~To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.~~

In May 2014, the Financial Accounting Standards ~~Instruments~~Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting periods. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its financial statements.

~~The Company’s~~NOTE ~~financial~~3 ~~instruments~~– ~~consist~~SOFTWARE of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, amounts due to officers, notes payable, convertible debentures, derivative liabilities and deferred revenue. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.ASSETS

~~Cash~~On September 22, 2016, the Company entered into a Software Purchase Agreement (the “Software Agreement”) with two related parties Transaction Data USA Inc. (“TDUSA”), whose CEO is the President of the Company, and ~~Cash~~Melcent ~~Equivalents~~Technology SRL (“Melcent”), a significant shareholder of the Company. Pursuant to the Software Agreement, the Company acquired a PSWITCH software application (the “Software”), including the invention, source code, object code, components and tools. In exchange for the Software, the Company issued to each of TDUSA and Melcent, 375,000 shares of the Company’s newly created Series B Preferred Stock. The asset acquired was recorded at the fair value of the 750,000 shares of Series B Preferred Stock of $5,820,000. At August 31, 2017, the 750,000 shares of Series B Preferred Stock had not been issued and $5,820,000 of stock payable to related parties was accrued by the Company.

~~The~~ At November 30, 2016, the Company’s ~~considers~~uncertain future ~~all~~revenues ~~highly~~generated ~~liquid~~by ~~instruments~~the ~~with~~asset ~~maturity~~indicated that the carrying amount of ~~three~~the ~~months~~long-lived orasset ~~less~~may not be ~~cash~~recoverable. ~~equivalents~~The Company performed an impairment test which resulted in an impairment of $5,820,000.

~~Software Development~~NOTE ~~Costs~~4 – NOTES PAYABLE

~~Costs incurred~~Notes ~~internally~~payable inconsist ~~the research and development~~ of the software products and significant enhancements to existing software products are expensed as incurred until the technologically feasibility of the product has been established. Technological feasibility occurs shortly before internally developed products are available for general release. Costs paid to third parties for products in which technological feasibility has been established are capitalized upon purchase of software.following:

Property and Equipment

Issue date	August 31, 2017		November 30, 2016
November 24, 2014 note (a)	$	25,000	$	25,000
March 26, 2015 note (b)		75,000		75,000
August 7, 2015 note (c)		50,000		50,000
September 25, 2015 note (d)		14,700		14,700
October 15, 2015 note (e)		125,000		125,000
Total	$	289,700	$	289,700

~~Property and equipment is stated at cost, less accumulated depreciation and any impairment in value. Long~~F-lived assets, including property and equipment, are assessed for impairment whenever events or changes in business circumstances arise than may indicate that the carrying amount of the long-lived asset may not be recoverable. Depreciation is calculated on a straight line basis over its estimated useful life.5

~~Intangible Assets~~Table of Contents

~~Software, licenses~~Notes ~~and~~payable ~~other~~– ~~rights~~related ~~have~~party ~~been~~consist of ~~capitalized.~~the ~~Amortization is calculated on a straight line basis over its estimated useful life.~~following:

If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, an impairment is recognized for the excess of the carrying value over the fair value of the asset.

Issue date	August 31, 2017		November 30, 2016
October 5, 2015 note (f)	$	—	$	5,000
October 15, 2015 note (g)		32,258		32,258
February 12, 2016 note (h)		3,425		3,733
October 18, 2016 note (i)		3,045		3,045
March 20, 2017 note (j)		5,000		—
Total	$	43,728	$	44,036

~~Income Taxes~~a) On November 24, 2014, the Company issued a $25,000 promissory note to a former director of the Company pursuant to the Agreement of Conveyance, Transfer and Assignment of Obligations described in Note 7(h). The promissory note is unsecured, non-interest bearing and was due within six months of the date of issuance. As of August 31, 2017, the note was not yet repaid. The lender has agreed to extend the note period until financing is secured.

~~The Company~~b) ~~utilizes~~On March 26, 2015, the ~~liability~~Company ~~method~~entered ofinto ~~accounting~~a ~~for~~$75,000 ~~income~~loan ~~taxes~~agreement with a third party. ~~Under~~The ~~the~~loan ~~liability~~is ~~method~~unsecured, ~~deferred~~bears ~~tax~~interest ~~assets~~at ~~and~~7.5% ~~liabilities are~~per ~~determined~~year ~~based~~and was due on ~~the~~March ~~differences~~31, ~~between~~2016. ~~financial~~On ~~reporting~~September ~~basis~~30, ~~and~~2015, the ~~tax~~Company ~~basis~~missed a required semi-annual payment of ~~the~~accrued ~~assets~~interest, ~~and~~resulting ~~liabilities~~in ~~and are~~the ~~measured~~interest ~~using~~rate ~~enacted~~increasing ~~tax~~to ~~rates~~15% ~~and~~per ~~laws~~year ~~that~~going ~~will~~forward. beAt inAugust ~~effect~~31, ~~when~~2017, the ~~differences~~Company ~~are~~had ~~expected~~accrued tointerest ~~reverse.~~of An$24,442 ~~allowance against~~(November ~~deferred~~30, ~~tax~~2016 ~~assets~~- ~~is recognized~~$15,997) ~~when~~related itto isthis ~~more~~agreement. ~~likely~~This ~~than~~loan ~~not,~~is ~~that~~currently ~~such~~in ~~tax~~default ~~benefits~~and ~~will~~payable ~~not~~on ~~be realized~~demand.

~~Any deferred~~c) ~~tax~~On ~~asset~~August is7, ~~considered~~2015, ~~immaterial~~the ~~and~~Company ~~has~~entered ~~been~~into ~~fully~~a ~~offset~~$50,000 byloan agreement with a ~~valuation~~third ~~allowance~~party. ~~because~~The loan is unsecured, bears interest at ~~this~~8.5% ~~time~~per year and is due on August 7, 2016. On January 15, 2016, the Company ~~believes that~~missed ita isrequired ~~more~~semi-annual ~~likely~~payment ~~than~~of ~~not~~accrued ~~that~~interest, resulting in the ~~future~~interest ~~tax~~rate ~~benefit~~increasing ~~will~~to ~~not~~17% beper ~~realized~~year asgoing forward. At August 31, 2017, the Company ~~has~~had noaccrued ~~current~~interest ~~operations~~of $15,975 (November 30, 2016 - $9,594) related to this agreement. This loan is currently in default and payable on demand.

F-d) On September 25, 2015, the Company entered into a $14,700 loan agreement with a third party. The loan is unsecured, bears interest at 1.5% per month and is due on demand. At August 31, 2017, the Company had accrued interest of $769 (November 30, 2016 - $1,146) related to this agreement.

~~Table~~e) On October 15, 2015, the Company entered into a $125,000 loan agreement with a third party. The loan is unsecured, bears interest at 7% per year and is due on October 31, 2016. On April 15, 2016, the Company missed a required semi-annual payment of ~~Contents~~accrued interest, resulting in the interest rate increasing to 14% per year going forward. At August 31, 2017, the Company had accrued interest of $28,503 (November 30, 2016 - $15,366) related to this agreement. This loan is currently in default and payable on demand.

~~Revenue Recognition~~f) On October 5, 2015, the Company entered into a $25,000 loan agreement with the President of the Company. The loan is unsecured, bears interest at 8% per year compounded and payable monthly, and is due on demand. During October 2015, the Company repaid $20,000 of the loan’s principal. During December 2016, the Company repaid $5,000 of the loan’s remaining principal. At August 31, 2017, the Company had accrued interest of $636 (November 30, 2016 - $603) related to this agreement.

~~The~~ g) On February 12, 2016, the Company ~~derives~~entered ~~revenue~~into ~~from~~a ~~subscriptions~~$32,258 ~~for~~loan ~~software~~agreement ~~that~~with ~~provide~~a ~~secure~~significant ~~payment~~shareholder ~~solutions~~of the Company. The loan is unsecured, ~~from~~bears ~~the~~interest ~~provision~~at of8% ~~customized development~~per ~~services~~year compounded monthly, and ~~from~~is due on demand. At August 31, 2017, the ~~provision~~Company had accrued interest of ~~secure~~$4,241 on(November ~~demand~~30, ~~infrastructure~~2016 - $2,245) related to this agreement.

~~The Company~~h) ~~recognizes~~On ~~revenue~~April ~~when~~26, ~~persuasive~~2016, ~~evidence~~the ofCompany anentered ~~arrangement~~into ~~exists~~a $6,000 ~~products~~loan ~~are~~agreement ~~fully~~with ~~delivered~~the ~~and~~President ~~services~~of ~~have~~the ~~been provided~~Company. The loan is unsecured, ~~the~~bears ~~sales~~interest ~~price~~at is8% ~~fixed~~per oryear ~~determinable~~compounded and ~~collectability~~payable monthly. The loan is ~~reasonably~~payable ~~assured.~~on ~~Advance~~the ~~payments~~earliest ~~from~~of ~~customers~~demand ~~are deferred~~or ~~and~~from ~~recorded~~50% inof ~~deferred~~future revenue. ~~During~~or ~~the~~from ~~period~~funding ~~ended~~received ~~May~~in excess of $100,000. As of August 31, 2017, the Company ~~received~~repaid $102,~~000~~575 ~~from~~(November ~~customers~~30, ~~for services~~2016 to- be$2,267) ~~provided~~of by the ~~Company~~loan’s principal. ~~Revenue~~At ~~will~~August be31, ~~recorded~~2017, by the Company ~~when~~had ~~the~~accrued ~~service~~interest isof ~~provided~~$187 (November 30, 2016 - $95) related to this agreement.

~~All of~~i) On October 18, 2016, the Company’s ~~revenues~~entered ~~during~~into a $3,045 loan agreement with a significant shareholder of the ~~six~~Company. ~~months~~The ~~ended~~loan ~~May~~is unsecured, bears interest at 8% per year compounded monthly, and is due on demand. At August 31, 2017, ~~resulted~~the ~~from~~Company ~~five~~had ~~customers~~accrued interest of $219 (November 30, 2016 - $nil) related to this agreement.

~~Stock-based Compensation~~j) On March 20, 2017, the Company entered into a $5,000 loan agreement with a significant shareholder of the Company. The loan is unsecured, bears interest at 8% per year compounded annually, and is due on March 20, 2018. At August 31, 2017, the Company had accrued interest of $180 related to this agreement.

~~The Company measures and recognizes compensation expense based on estimated fair values for all share~~F-~~based awards made to employees and directors, including stock options.~~6

~~The Company~~Table ~~estimates the fair value~~ of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.Contents

~~Options granted~~NOTE to5 ~~consultants~~– ~~are~~CONVERTIBLE ~~valued at the fair value of the equity instruments issued, or the fair value of the services received, whichever is more reliably measurable.~~DEBENTURES

~~Loss Per~~Convertible ~~Common~~debentures ~~Share~~consist of the following:

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of May 31, 2017, the Company had 49,744,000 (2016 – 4,169,154) potentially dilutive shares outstanding.

Issue date	August 31, 2017			November 30, 2016
March 23, 2016 debenture (a)	$	6,000		$	6,000
June 15, 2016 debenture (b)		10,000			10,000
June 30, 2016 debenture (c)		2,000			2,000
July 12, 2016 debenture (d)		30,000			30,000
July 28, 2016 debenture (e)		4,000			4,000
September 12, 2016 debenture (f)		15,000			15,000
December 12, 2016 debenture (g)		55,745			—
December 15, 2016 debenture (h)		74,830			—
January 27, 2017 debenture (i)		56,962			—
June 12, 2017 debenture (i)		33,750			—
		288,287			67,000
Less: unamortized debt discount		(105,072	)		(39,688	)
Total	$	183,215		$	27,312

~~Subsequent~~Convertible debentures – related party ~~Events~~consist of the following:

The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure consideration.

Issue date	August 31, 2017		November 30, 2016
May 1, 2016 debenture (j)	$	15,990	$	15,990
		15,990		15,990
Less: unamortized debt discount		—		(12,177	)
Total	$	15,990	$	3,813

~~Recent~~During the nine months ended August 31, 2017 and ~~Accounting~~2016, ~~Pronouncements~~the Company recorded amortization of debt discount of $184,293 and $4,994, respectively.

~~The~~ a) On March 23, 2016, the Company ~~has~~issued ~~implemented~~a convertible debenture for $6,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due one year from the date of issuance with the option of extending for an additional six months at the holder’s discretion. On March 23, 2017, the Company missed the required payment of all ~~new~~principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting ~~pronouncements~~and ~~that~~bifurcation ~~are~~under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $9,815 resulted in ~~effect~~a full discount to the note payable of $6,000 and ~~that~~interest ~~may~~expense ~~impact~~of ~~its~~$3,815. ~~financial~~At ~~statements~~August 31, 2017, the Company had amortized $6,000 of the discount to this convertible debenture and had accrued interest of $877 (November 30, 2016 - $331) related to this convertible debenture.

Fb) On June 15, 2016, the Company issued a convertible debenture for $10,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due on December 31, 2016. On December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $14,129 resulted in a full discount to the note payable of $10,000 and interest expense of $4,129. At August 31, 2017, the Company had amortized $10,000 of the discount to this convertible debenture and had accrued interest of $1,435 (November 30, 2016 -6 $368) related to this convertible debenture.

~~Table~~c) On June 30, 2016, the Company issued a convertible debenture for $2,000. Pursuant to the terms of ~~Contents~~the agreement, the note is unsecured, bears interest at 8% per year, and is due on December 31, 2016. On December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $2,782 resulted in a full discount to the note payable of $2,000 and interest expense of $782. At August 31, 2017, the Company had amortized $2,000 of the discount to this convertible debenture and had accrued interest of $281 (November 30, 2016 - $67) related to this convertible debenture.

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014~~F-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements.7

~~In August~~Table ~~2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, “Presentation~~ of Financial Statements - Going Concern”. The Update provides US GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted this pronouncement effective for the period ended May 31, 2017. The adoption did not have a material impact to the financial statements.Contents

~~NOTE 3~~d) –On ~~SOFTWARE~~July ~~ASSETS~~12, 2016, the Company issued a convertible debenture for $30,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due on December 31, 2016. On December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $40,472 resulted in a full discount to the note payable of $30,000 and interest expense of $10,472. At August 31, 2017, the Company had amortized $30,000 of the discount to this convertible debenture and had accrued interest of $4,127 (November 30, 2016 - $927) related to this convertible debenture.

e) On ~~September~~ 22July 28, 2016, the Company ~~entered~~issued ~~into~~ a ~~Software~~convertible ~~Purchase~~debenture ~~Agreement~~for ~~(the “Software Agreement”) with two related parties Transaction Data USA Inc. (“TDUSA”)~~$4, ~~whose CEO is the President of the Company, and Melcent Technology SRL (“Melcent”), a significant shareholder of the Company~~000. Pursuant to the ~~Software~~terms ~~Agreement,~~of the ~~Company acquired a PSWITCH software application (the “Software”)~~agreement, ~~including~~ the ~~invention,~~note ~~source~~is ~~code~~unsecured, ~~object~~bears ~~code,~~interest ~~components~~at ~~and~~8% ~~tools. In~~per ~~exchange for the Software~~year, ~~the Company issued to each of TDUSA~~ and ~~Melcent,~~is ~~375,000~~due ~~shares~~on ofJanuary ~~the Company’s newly created Series B Preferred Stock. The asset acquired was recorded at the fair value of the 750~~28,~~000~~ ~~shares of Series B Preferred Stock of $5,820,000. At May 31,~~ 2017~~, the 750,000 shares of Series B Preferred Stock had not been issued and $5,820,000 of stock payable to related parties was accrued by the Company~~. On

~~At November~~January 3028, ~~2016~~2017, the Company’s ~~uncertain~~missed ~~future~~the ~~revenues~~required payment ~~generated~~of byall principal and accrued interest, resulting in the ~~asset~~interest ~~indicated~~rate ~~that~~increasing to 15% per year going forward. At the maturity ~~carrying~~date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the ~~long-lived~~date ~~asset~~of ~~may~~conversion. ~~not~~The beembedded ~~recoverable~~conversion option qualifies for derivative accounting and bifurcation. The ~~Company~~initial ~~performed~~fair value anof ~~impairment~~the ~~test~~derivative ~~which~~liability of $5,449 resulted in ana ~~impairment~~full discount to the note payable of $54,~~820~~000 and interest expense of $1,449. At August 31, 2017, the Company had amortized $4,000 of the discount to this convertible debenture and had accrued interest of $514 (November 30, 2016 - $110) related to this convertible debenture.

~~NOTE 4~~f) –On ~~NOTES~~September ~~PAYABLE~~12, 2016, the Company issued a convertible debenture for $15,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due on January 31, 2017. On January 31, 2017, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $18,895 resulted in a full discount to the note payable of $15,000 and interest expense of $3,895. At August 31, 2017, the Company had amortized $15,000 of the discount to this convertible debenture and had accrued interest of $1,771 (November 30, 2016 - $260) related to this convertible debenture.

~~Notes~~ g) On December 12, 2016, the Company issued a convertible debenture with a principal amount of $85,000 in exchange for proceeds of $75,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 10% per year, and is due on December 12, 2017. The note has an original issue discount (“OID”) of $5,000 and the Company paid expenses of $5,000. At any time on or after June 2, 2017, the unpaid amount of principal and interest can be converted at the holder’s option at the lowest price of either the closing price prior to the issue date or a price of 60% of the lowest trading price of the common stock during the 25-trading day period prior to the conversion date. If at any time while the note is outstanding, the lowest trading price is equal to or lower than $0.034, then a discount rate of 55% will be assumed rather than the original 40%. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $108,482 resulted in a full discount to the note payable ~~consist~~of $85,000 and interest expense of $33,482. During the ~~following~~nine asmonths ended August 31, 2017, the Company issued 16,970,400 shares of ~~May~~common stock upon the conversion of $29,254 of principal, $4,500 of fees related to the conversions, and $2,113 in penalties. Upon conversions, the Company recognized a net gain on derivatives of $2,758 in accordance with extinguishment accounting. At August 31, 2017, the Company had amortized $45,363 of the discount to this convertible debenture and ~~November~~had 30accrued interest of $5,811 ~~2016:~~related to this convertible debenture.

Issue date	May 31, 2017		November 30, 2016
November 24, 2014 note (a)	$	25,000	$	25,000
March 26, 2015 note (b)		75,000		75,000
August 7, 2015 note (c)		50,000		50,000
September 25, 2015 note (d)		14,700		14,700
October 15, 2015 note (e)		125,000		125,000
Total	$	289,700	$	289,700

F-8

~~F-7~~Table of Contents

~~Table~~h) On December 15, 2016, the Company issued a convertible debenture with a principal amount of ~~Contents~~$85,000 in exchange for proceeds of $75,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 12% per year, and is due on September 15, 2017. The Company paid expenses of $10,000. At any time on or after 180 days from the date of issuance, the unpaid amount of principal and interest can be converted at the holder’s option at a price of 60% of the lowest trading price of the common stock during the 25-trading day period prior of either the issue date or the conversion date. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $91,802 resulted in a full discount to the note payable of $85,000 and interest expense of $16,802. During the nine months ended August 31, 2017, the Company issued 8,135,900 shares of common stock upon the conversion of $10,170 of principal, $6,760 of accrued interest and $1,500 of fees related to the conversions. Upon conversions, the Company recognized a net loss on derivatives of $37,305 in accordance with extinguishment accounting. At August 31, 2017, the Company had amortized $69,804 of the discount to this convertible debenture and had accrued interest of $396 related to this convertible debenture.

~~Notes payable~~i) –On ~~related~~January ~~party~~18, ~~consist~~2017, the Company issued a convertible debenture with a principal of $135,000 in consideration for tranches of an aggregate $118,500. Pursuant to the ~~following~~terms asof the agreement, the note is unsecured, bears interest at 6% per year, and is due one year from when each tranche is received. The note has an original issue discount of ~~May~~$16,500. 31At any time, ~~2017~~the unpaid amount of principal and ~~November~~interest 30can be converted at the holder’s option at a price of 60% of the lowest trading price of the common stock during the 25-trading day period prior to conversion. If at any time while the note is outstanding, ~~2016:~~the lowest trading price is equal to or lower than $0.035, then a discount rate of 50% will be assumed rather than the original 40%.

Issue date	May 31, 2017		November 30, 2016
October 5, 2015 note (f)	$	—	$	5,000
October 15, 2015 note (g)		32,258		32,258
February 12, 2016 note (h)		3,425		3,733
October 18, 2016 note (i)		3,045		3,045
March 20, 2017 note (j)		5,000		—
Total	$	43,728	$	44,036

On January 27, 2017, the Company received $38,000 from the initial tranche of $45,000. The Company paid a prorated amount of OID of $5,500 and expenses of $1,500. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $130,176 resulted in a full discount to the note payable of $45,000 and interest expense of $92,176. On June 12, 2017, the Company received a notice of default from the lender resulting in an increase in principal of $22,500 and an increase in the interest rate of 22% per annum. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $192,919 resulted in a full discount to the increase in principal of $22,500 and interest expense of $192,919. During the nine months ended August 31, 2017, the Company issued 10,490,000 shares of common stock upon the conversion of $10,538 of principal, and $2,000 of fees related to the conversions. Upon conversions, the Company recognized a net gain on derivatives of $1,503 in accordance with extinguishment accounting. At August 31, 2017, the Company had amortized $16,097 of the discount to this convertible debenture and had accrued interest of $4,131 related to this convertible debenture.

a) On ~~November~~June 2412, ~~2014~~2017, the Company ~~issued~~received a$19,750 from the second tranche of $2522,~~000~~500. ~~promissory~~The ~~note~~Company topaid a ~~former~~prorated ~~director~~amount of ~~the~~OID ~~Company~~of ~~pursuant~~$2,750 and expenses of $1,500. Pursuant to the second ~~Agreement~~tranche, the Company also issued 225,000 warrants exercisable at $0.10 per share for a period of ~~Conveyance~~5 years. Additionally, upon ~~Transfer~~receiving ~~and~~the ~~Assignment~~notice of ~~Obligations~~default ~~described~~from inthe ~~Note~~lender ~~7(h)~~on June 12, 2017, the Company recognized additional principal of $11,250 on the second tranche. The ~~promissory~~embedded ~~note~~conversion isoption ~~unsecured,~~qualifies ~~non-interest~~for ~~bearing~~derivative accounting and ~~was~~bifurcation. ~~due~~The ~~within~~initial ~~six~~fair ~~months~~value of the derivative liability of $300,962 resulted in a full discount to the ~~date~~note payable of ~~issuance.~~$33,750 Asand interest expense of ~~May~~$281,212. At August 31, 2017, the ~~note~~Company ~~was~~had ~~not~~amortized ~~yet~~$1,164 ~~repaid.~~of ~~The~~the ~~lender~~discount ~~has~~to ~~agreed~~this toconvertible ~~extend~~debenture ~~the~~and ~~note~~had ~~period~~accrued ~~until~~interest ~~financing~~of $1,627 isrelated ~~secured~~to this convertible debenture.

bj) On ~~March~~May 261, ~~2015~~2016, the Company ~~entered~~issued ~~into~~a convertible debenture to a significant shareholder to settle accounts payable of $7515,~~000~~990. ~~loan~~Pursuant ~~agreement~~to ~~with~~the aterms ~~third~~of ~~party.~~the ~~The~~agreement, ~~loan~~the note is unsecured, bears interest at ~~7.5~~8% per year, and ~~was~~is due onone ~~March~~year ~~31,~~from ~~2016~~the date of issuance with the option of extending for an additional six months at the holder’s discretion. On ~~September~~May 301, ~~2015~~2017, the Company missed athe required ~~semi-annual~~ payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year ~~going~~prospectively. ~~forward~~At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the quote price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $23,757 resulted in a full discount to the note payable of $15,990 and interest expense of $7,767. At ~~May~~August 31, 2017, the Company had ~~accrued~~amortized ~~interest~~$15,990 of ~~$21,607~~the ~~related~~discount to this ~~agreement.~~convertible ~~This~~debenture ~~loan~~and ishad ~~currently~~accrued ininterest ~~default~~of ~~and~~$2,081 ~~payable~~(November on30, ~~demand~~2016 - $746) related to this convertible debenture.

c) On August 7, 2015, the Company entered into a $50,000 loan agreement with a third party. The loan is unsecured, bears interest at 8.5% per year and is due on August 7, 2016. On January 15, 2016, the Company missed a required semiF-annual payment of accrued interest, resulting in the interest rate increasing to 17% per year going forward. At May 31, 2017, the Company had accrued interest of $13,832 related to this agreement. This loan is currently in default and payable on demand.9

d)Table On September 25, 2015, the Company entered into a $14,700 loan agreement with a third party. The loan is unsecured, bears interest at 1.5% per month and is due on demand. At May 31, 2017, the Company had accrued interest of ~~$769 related to this agreement.~~Contents

e)NOTE On6 ~~October~~– ~~15,~~DERIVATIVE 2015, the Company entered into a $125,000 loan agreement with a third party. The loan is unsecured, bears interest at 7% per year and is due on October 31, 2016. On April 15, 2016, the Company missed a required semi-annual payment of accrued interest, resulting in the interest rate increasing to 14% per year going forward. At May 31, 2017, the Company had accrued interest of $24,092 related to this agreement. This loan is currently in default and payable on demand.LIABILITIES

f)The Onembedded ~~October~~conversion 5,options ~~2015,~~of the Company’s convertible ~~entered~~debentures ~~into~~described ain ~~$25,000~~Note ~~loan~~5 ~~agreement~~contain ~~with~~conversion ~~the~~features ~~President~~that ofare ~~the~~accounted ~~Company.~~for ~~The~~as ~~loan~~derivative isliabilities. ~~unsecured,~~The ~~bears~~fair value ~~interest~~of atthese 8%liabilities ~~per~~will ~~year~~be ~~compounded~~re-measured ~~and~~at ~~payable~~the ~~monthly,~~end ~~and~~of isevery ~~due~~reporting onperiod ~~demand.~~and ~~During October 2015,~~ the ~~Company~~change ~~repaid~~in ~~$20,000~~fair ofvalue ~~the~~will ~~loan’s~~be ~~principal.~~reported in ~~During December 2016,~~ the ~~Company~~statement ~~repaid $5,000~~ of ~~the~~operations ~~loan’s~~as ~~remaining~~a ~~principal.~~gain Ator ~~May~~loss ~~31,~~on ~~2017,~~derivative ~~the~~financial ~~Company had accrued interest of $636 related to this agreement~~instruments.

g)The OnCompany ~~February~~uses ~~12,~~Level ~~2016,~~3 inputs for its valuation methodology for the ~~Company~~derivative ~~entered~~liabilities ~~into~~and aembedded ~~$32,258~~conversion ~~loan~~option ~~agreement~~liabilities ~~with~~as atheir ~~significant~~fair ~~shareholder~~values ofwere determined by using the ~~Company~~Black-Scholes option pricing model based on various assumptions. The ~~loan~~model isincorporates ~~unsecured,~~the ~~bears~~price ~~interest~~of ata 8%share ~~per~~of ~~year~~the ~~compounded~~Company’s common ~~monthly~~stock (as quoted on NASDAQ), ~~and~~volatility, isrisk ~~due~~free onrate, ~~demand~~dividend rate and estimated life. AtSignificant ~~May~~changes ~~31,~~in ~~2017,~~any of these inputs in isolation would result in a significant change in the ~~Company~~fair ~~had~~value ~~accrued~~measurement. ~~interest~~As required, these are classified based on the lowest level of ~~$3,521~~input ~~related~~that is significant to ~~this~~the ~~agreement~~fair value measurement. The following table shows the assumptions used in the calculations:

h) On April 26, 2016, the Company entered into a $6,000 loan agreement with the President of the Company. The loan is unsecured, bears interest at 8% per year compounded and payable monthly. The loan is payable on the earliest of demand or from 50% of future revenue or from funding received in excess of $100,000. As of May 31, 2017, the Company repaid $2,575 of the loan’s principal. At May 31, 2017, the Company had accrued interest of $116 related to this agreement.

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield		Expected Life (in years)
At November 30, 2016	131% - 223%	0.36% - 0.68%		0%	0.08-1.00
At August 31, 2017	268% - 576%	0.95% - 1.23%		0%	0.04-1.00

i)The Onfair ~~October~~value ~~18,~~of ~~2016,~~ the ~~Company~~derivative ~~entered~~liabilities was ~~into a~~ $31,~~045~~298,313 ~~loan~~and ~~agreement with a significant shareholder of the Company. The loan is unsecured~~$89,071 ~~bears interest~~ at 8%August ~~per year compounded monthly~~31, 2017 and isNovember ~~due on demand. At May 31~~30, ~~2017~~2016, ~~the Company had accrued interest of $155 related to this agreement.~~respectively:

j) On March 20, 2017, the Company entered into a $5,000 loan agreement with a significant shareholder of the Company. The loan is unsecured, bears interest at 8% per year compounded annually, and is due on March 20, 2018. At May 31, 2017, the Company had accrued interest of $79 related to this agreement.

	Derivative Values
Issue date			November 30, 2016		Additions		Conversions			Fair Value Increase			August 31, 2017
March 23, 2016 debenture		$	6,951	$	—	$	—		$	3,566		$	10,517
May 1, 2016 debenture			19,799		—		—			8,231			28,030
June 15, 2016 debenture			10,158		—		—			7,371			17,529
June 30, 2016 debenture			2,032		—		—			1,474			3,506
July 12, 2016 debenture			30,472		—		—			22,116			52,588
July 28, 2016 debenture			4,134		—		—			2,881			7,015
September 12, 2016 debenture			15,525		—		—			10,769			26,294
December 12, 2016 debenture			—		108,482		(90,378	)		234,701			252,805
December 15, 2016 debenture			—		91,802		(51,065	)		382,291			423,028
January 27, 2017 debenture			—		323,095		(33,812	)		6,066			295,349
June 12, 2017 debenture and attached warrants			—		300,962		—			(119,310	)		181,652
Total		$	89,071	$	824,341	$	(175,255	)	$	560,156		$	1,298,313

F-810

Table of Contents

NOTE 5 7 – ~~CONVERTIBLE~~RELATED ~~DEBENTURES~~PARTY TRANSACTIONS

~~Convertible~~During the nine months ended August 31, 2017, ~~debentures~~the ~~consist~~Company incurred consulting and other business-related fees of $33,581 (2016 - $36,000) to a company whose CEO is the ~~following~~President of asthe Company. As of ~~May~~August 31, 2017, ~~and~~the Company owed $62,953 (November 30, 2016: - $41,453) to the company whose CEO is the President of the Company.

Issue date	May 31, 2017			November 30, 2016
March 23, 2016 debenture (a)	$	6,000		$	6,000
June 15, 2016 debenture (b)		10,000			10,000
June 30, 2016 debenture (c)		2,000			2,000
July 12, 2016 debenture (d)		30,000			30,000
July 28, 2016 debenture (e)		4,000			4,000
September 12, 2016 debenture (f)		15,000			15,000
December 12, 2016 debenture (g)		85,000			—
December 15, 2016 debenture (h)		85,000			—
January 27, 2017 debenture (i)		45,000			—
		282,000			67,000
Less: unamortized debt discount		(189,408	)		(39,688	)
Total	$	92,592		$	27,312

During the nine months ended August 31, 2017, the Company incurred consulting fees and other business related fees of $7,001 (2016 - $9,124) to the company controlled by the Chief Technology Officer of the Company. As of August 31, 2017, the Company owed $17,000 (November 30, 2016 - $11,000) to a company controlled by the Chief Technology Officer of the Company.

~~Convertible~~During the nine months ended August 31, 2017, ~~debentures~~the –Company ~~related~~incurred ~~party~~consulting ~~consist~~and other business-related fees of $6,000 (2016 - $9,000) to the ~~following~~former asChief Revenue Officer of the ~~May~~Company. As of August 31, 2017, ~~and~~the Company owed $16,000 (November 30, 2016: - $10,000) to the former Chief Revenue Officer of the Company. The amount owed to the former Chief Revenue Officer is included in accounts payable at August 31, 2017.

Issue date	May 31, 2017		November 30, 2016
May 1, 2016 debenture (j)	$	15,990	$	15,990
		15,990		15,990
Less: unamortized debt discount		—		(12,177	)
Total	$	15,990	$	3,813

During the nine months ended August 31, 2017, the Company incurred advisory, consulting and other business-related fees of $48,000 (2016 - $67,700) to the Chief Strategy Officer of the Company. As of August 31, 2017, the Company owed $32,807 (November 30, 2016 – $31,639) to the Chief Strategy Officer of the Company.

During the ~~six~~nine months ended ~~May~~August 31, 2017, the Company incurred consulting and ~~2016~~other business-related fees of $49,500 ~~the~~(2016 ~~Company~~- ~~recorded~~$nil) ~~amortization~~to a significant shareholder of ~~debt~~the ~~discount~~Company. As of ~~$77~~May 31,~~457~~ ~~and~~2017, the Company owed $1104,~~490~~500 (November 30, ~~respectively~~2016 - $55,000) to the significant shareholder of the Company.

a)As Onof ~~March~~August 2331, ~~2016~~2017, the Company ~~issued~~owed ~~a convertible debenture for~~ $6197,~~000.~~815 (November ~~Pursuant to the terms of the agreement~~30, ~~the~~2016 ~~note~~- ~~is unsecured~~$79,385) ~~bears~~to ~~interest~~a atcompany 8%that ~~per year, and~~ is ~~due~~significant ~~one~~shareholder ~~year from the date~~ of ~~issuance with~~ the ~~option of extending for an additional six months at the holder’s discretion. On March 23, 2017, the~~ Company ~~missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward~~. AtThe ~~the maturity date, the unpaid~~ amount ofdue ~~principal~~is ~~can~~related be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $9,815 resulted in a full discount to ~~the~~cost ~~note payable~~ of revenues ~~$6,000~~incurred ~~and~~during ~~interest expense of $3,815. At May 31, 2017,~~ the ~~Company had amortized $6,000 of the discount to this convertible debenture and had accrued interest of $650 related to this convertible debenture~~period.

b)As Onof ~~June~~August 1531, ~~2016~~2017, the Company ~~issued~~owed ~~a convertible debenture for~~ $~~10,000.~~600 ~~Pursuant to the terms of the agreement~~(November 30, ~~the note is unsecured, bears interest at 8% per year, and is due on December 31,~~ 2016. On- December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $~~14,129~~200) ~~resulted in a full discount~~ to the ~~note~~President ~~payable~~ of ~~$10,000 and interest expense of $4,129. At May 31, 2017,~~ the Company ~~had amortized $10~~,~~000~~ ofwhich ~~the~~is ~~discount to this convertible debenture and had accrued~~ non-interest ~~of $1~~bearing,~~057~~ ~~related~~unsecured toand ~~this~~due ~~convertible~~on ~~debenture~~demand.

~~F-9~~On November 21, 2014, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with directors of the Company. Pursuant to the agreement, the Company transferred all assets and business operations associated with hexagon fishing nets to the directors of the Company. In exchange, the directors of the Company agreed to cancel 24,438,333 shares in the Company and assume and cancel all liabilities relating to the Company’s former business, including officer loans amounting to $100,814. A director of the Company retained 361,667 shares of common stock in the Company. In consideration for the cancellation of amounts due to officer and the return of the shares, the Company issued a $25,000 promissory note to the director of the Company. Refer to Note 4(a). As a result of the forgiveness of the loans and cancellation of stock, the Company recognized $75,814 as a contribution to capital.

~~Table~~On November 21, 2014, the Company entered into a License Agreement with the Chief Executive Officer of ~~Contents~~the Company (Note 10(f)). At November 30, 2014, the Company was indebted to the Chief Executive Officer of the Company for $150,000 related to the License Agreement. The amount was due by February 19, 2015. As of August 31, 2017, the amount has not been paid by the Company.

c) On June 30, 2016, the Company issued a convertible debenture for $2,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due on December 31, 2016. On December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $2,782 resulted in a full discount to the note payable of $2,000 and interest expense of $782. At May 31, 2017, the Company had amortized $2,000 of the discount to this convertible debenture and had accrued interest of $205 related to this convertible debenture.F-11

d)Table ~~On July 12, 2016, the Company issued a convertible debenture for $30,000. Pursuant to the terms~~ of the agreement, the note is unsecured, bears interest at 8% per year, and is due on December 31, 2016. On December 31, 2016, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair value of the derivative liability of $40,472 resulted in a full discount to the note payable of $30,000 and interest expense of $10,472. At May 31, 2017, the Company had amortized $30,000 of the discount to this convertible debenture and had accrued interest of $2,993 related to this convertible debenture.Contents

e)NOTE ~~On July 28, 2016, the Company issued a convertible debenture for $4,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at~~ 8% ~~per~~– ~~year,~~CAPITAL ~~and is due on January 28, 2017. On~~STOCK

January 28, 2017, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion. The ~~embedded~~authorized ~~conversion~~capital ~~option qualifies for derivative accounting and bifurcation. The initial fair value~~ of the ~~derivative~~Company ~~liability~~is ~~of $5~~500,~~449 resulted in a full discount to the note payable of $4,~~000 ~~and interest expense of $1~~,~~449. At May 31, 2017, the Company had amortized $4,~~000 ~~of the discount to this convertible~~ ~~debenture~~common ~~and~~shares ~~had~~with ~~accrued~~a ~~interest~~par value of $~~363~~ ~~related~~0.001 toper ~~this~~share ~~convertible debenture.~~and

~~f) On September 12~~100, ~~2016~~000, ~~the Company issued a convertible debenture for $15,~~000. ~~Pursuant~~preferred toshares ~~the~~with terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due on January 31, 2017. On January 31, 2017, the Company missed the required payment of all principal and accrued interest, resulting in the interest rate increasing to 15% per year going forward. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a ~~price~~par ~~of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. The initial fair~~ value of ~~the derivative liability of~~ $~~18,895 resulted in a full discount to the note payable of $15,000 and interest expense of $3,895~~0.001 Atper ~~May 31, 2017, the Company had amortized $15,000 of the discount to this convertible debenture and had accrued interest of $1,204 related to this convertible debenture~~share.

g) On ~~December~~April 1214, 2016, the Company’s ~~issued~~board aof directors ~~convertible~~and ~~debenture with~~ a ~~principal~~majority ~~amount~~ of ~~$85,000 in exchange for proceeds of $75,000. Pursuant to~~ the ~~terms~~shareholders of the ~~agreement,~~Company ~~the~~approved ~~note is unsecured, bears interest at 10% per year, and is due on December 12, 2017. The note has~~ an ~~original~~amendment ~~issue~~to ~~discount (“OID”) of $5,000 and~~ the ~~Company~~Articles ~~paid expenses~~ of ~~$5,000.~~Incorporation ~~At any time on or after June 2, 2017, the unpaid amount of principal and interest can be converted at the holder’s option at the lowest price of either the closing price prior~~ to ~~the~~effectuate a ~~issue~~one ~~date~~for orthree areverse ~~price~~stock ofsplit ~~60%~~ of the ~~lowest~~outstanding ~~trading~~shares ~~price~~ of ~~the~~ common stock ~~during~~of the ~~25-trading day period prior to the conversion date~~Company. IfThe atreverse ~~any~~stock ~~time~~split ~~while~~became ~~the~~effective on ~~note~~May ~~is outstanding~~24, ~~the lowest trading price is equal to or lower than $0~~2016.~~034,~~ ~~then~~All ashare ~~discount rate of 55% will be assumed rather than the original 40%. The embedded conversion option qualifies for derivative accounting~~ and ~~bifurcation.~~per ~~The~~share ~~initial~~data ~~fair value of the derivative liability of $108,482 resulted~~ in athese ~~full~~financial ~~discount~~statements ~~to the note payable of $85,000~~ and ~~interest~~footnotes ~~expense~~have ofbeen ~~$33,482.~~retrospectively Atadjusted ~~May 31, 2017, the Company had amortized $8,016 of the discount~~ to account ~~this~~for ~~convertible debenture and had accrued interest of $3,959 related to~~ this ~~convertible~~reverse ~~debenture~~stock split.

h) On ~~December~~September 1514, 2016, the Company ~~issued~~designated, at aits ~~convertible~~discretion, ~~debenture with~~ a ~~principal~~class ~~amount~~ of ~~$85,000~~Series inB ~~exchange~~Preferred ~~for~~Stock. ~~proceeds~~The ofSeries ~~$75,000.~~B ~~Pursuant~~Preferred toStock ~~the~~consists ~~terms~~ of ~~the agreement~~2, ~~the note is unsecured~~000,000 ~~bears interest at 12% per year, and is due on September 15, 2017~~shares. The ~~Company paid expenses~~ holders of ~~$10,000.~~The AtSeries ~~any~~B ~~time~~Preferred onStock orhave ~~after~~no ~~180~~dividend ~~days~~rights ~~from~~except ~~the~~as ~~date~~may ~~of issuance, the unpaid amount of principal and interest can~~ be ~~converted~~declared atby the ~~holder’s~~Company ~~option~~ at aits ~~price~~discretion. ofThe ~~60%~~Series B ofPreferred ~~the~~Shares ~~lowest~~have ~~trading~~voting ~~price~~rights of ~~the~~10 ~~common~~votes ~~stock~~per ~~during~~share ~~the~~and ~~25-trading~~liquidation ~~day~~preference ~~period~~on ~~prior~~an ofequal ~~either~~basis ~~the~~per ~~issue~~share ~~date~~with orholders of the ~~conversion~~Common ~~date.~~Stock ~~The~~and ~~embedded~~the ~~conversion~~Series ~~option~~A ~~qualifies~~Preferred ~~for~~Stock, ~~derivative~~subject ~~accounting~~to ~~and~~any ~~bifurcation.~~preference ~~The~~given ~~initial~~to ~~fair~~the ~~value~~holders of the ~~derivative~~Series ~~liability~~A ofPreferred Stock. ~~$91,802~~Series ~~resulted~~B inPreferred aStock ~~full~~are ~~discount~~convertible tointo ~~the~~common ~~note~~shares ~~payable~~on ofa ~~$85,000~~1:100 ~~and~~basis. ~~interest~~As ~~expense~~ of ~~$16,802.~~August ~~At May~~ 31, 2017, the Company ~~had~~has ~~amortized~~ $155,~~241~~ 820,000 of ~~the~~stock ~~discount~~payable related to ~~this~~the ~~convertible~~issuance ~~debenture~~of ~~and~~750,000 ~~had~~shares ~~accrued~~of ~~interest~~Series ofB ~~$4,732~~Preferred ~~related~~Stock pursuant to ~~this~~the ~~convertible~~asset ~~debenture~~acquisition described in Note 3.

~~F-10~~During the nine months ended August 31, 2017, the Company issued 35,596,300 shares of common stock in aggregate pursuant to the conversion of $49,963 of convertible notes payable, $6,760 of accrued interest, $2,113 in penalties, and $8,000 of fees upon conversion.

~~Table~~NOTE of9 ~~Contents~~– STOCK-BASED COMPENSATION

i) On ~~January~~May 1823, ~~2017~~2016, the Company ~~issued~~adopted ~~a convertible debenture with a principal of $135,000 in consideration for tranches of~~ an ~~aggregate~~Equity Incentive ~~$118,500.~~Plan ~~Pursuant~~under towhich the ~~terms~~Company ofcan ~~the~~grant ~~agreement,~~up ~~the~~to ~~note is unsecured~~8, ~~bears interest at 6% per year~~333,333 and is due one year from when each tranche is received. The note has an original issue discount of $16,500. At any time, the unpaid amount of principal and interest can be converted at the holder’s option at a price of 60% of the lowest trading price of the common ~~stock~~shares ~~during the 25-trading day period prior~~ to ~~conversion.~~its ~~If at any time while the note is outstanding~~officers, ~~the lowest trading price is equal to or lower than $0.035~~directors, ~~then~~employees a discount rate of 50% will be assumed rather than the original 40%. On January 27, 2017, the Company received $38,000 from the initial tranche of $45,000. The Company paid a prorated amount of OID of $5,500 and ~~expenses of $1,500~~consultants. The ~~embedded~~Equity ~~conversion~~Incentive ~~option~~Plan ~~qualifies~~provides for ~~derivative~~the ~~accounting~~granting ~~and bifurcation. The initial fair value~~ of ~~the~~incentive ~~derivative~~stock ~~liability of $130~~options,~~176~~ ~~resulted~~non-qualified instock ~~a full discount to the note payable of $45~~options,~~000~~ ~~and~~stock ~~interest expense of $92~~appreciation rights,~~176.~~ Atrestricted ~~May 31~~stock, ~~2017,~~stock ~~the Company had amortized $2~~units,~~335~~ ofperformance ~~the~~shares ~~discount to this convertible debenture~~ and ~~had~~performance ~~accrued interest of $917 related to this convertible debenture~~units.

j) On May 124, 2016, the Company ~~issued~~granted ~~a convertible debenture to a significant shareholder to settle accounts payable of $15~~4,~~990.~~000,000 stock ~~Pursuant~~options to the ~~terms~~Chief ofStrategy ~~the~~Officer ~~agreement,~~of the ~~note is unsecured~~Company, ~~bears~~each ~~interest~~of atwhich ~~8% per year, and~~ is ~~due~~exercisable into one ~~year~~common ~~from~~share ~~the date~~ of ~~issuance with~~ the ~~option~~Company ~~of extending for an additional six months~~ at a ~~the~~price ~~holder’s~~of ~~discretion~~$0.04 Onper ~~May~~share 1,until ~~2017,~~May ~~the Company missed the required payment of all principal and accrued interest~~24, ~~resulting in the interest rate increasing to 15% per year prospectively~~2018. AtOn the ~~maturity~~grant date, the ~~unpaid~~stock ~~amount~~options ofwere ~~principal~~deemed ~~can~~to behave ~~converted at the holder’s option at~~ a ~~price~~fair ofvalue ~~50%~~ of ~~the~~$0.1476 per ~~quoted~~option, ~~ask~~totaling ~~price at the date of conversion~~$590,492. The ~~embedded~~stock ~~conversion~~options ~~option~~vest ~~qualifies~~as ~~for~~follows: ~~derivative~~2,000,000 ~~accounting~~options ~~and~~vested ~~bifurcation.~~on ~~The~~May ~~initial~~24, ~~fair~~2017 ~~value~~and of2,000,000 ~~the~~options will ~~derivative~~vest ~~liability~~on ofMay ~~$23~~24,~~757~~ ~~resulted~~2018. inDuring athe ~~full~~nine ~~discount~~months toended ~~the~~August ~~note~~31, ~~payable of $15~~2017,~~990~~ ~~and~~the ~~interest~~Company ~~expense~~recognized of $7251,~~767.~~869 At(2016 ~~May~~- 31$120,425) ~~2017,~~in ~~the~~stock-based compensation. ~~Company~~The ~~had~~fair ~~amortized~~value ~~$15,990~~ of the ~~discount~~options togranted ~~this~~was ~~convertible~~estimated ~~debenture~~on ~~and~~the ~~had~~date ~~accrued~~of ~~interest~~grant ofusing ~~$1,476~~the ~~related~~Black-Scholes tooption ~~this~~pricing ~~convertible~~model with ~~debenture.~~the following assumptions:

NOTE 6 – DERIVATIVE LIABILITIES

Expected dividend yield			0%
Risk-free interest rate			0.92%
Expected volatility			303%
Expected option life (in years)			2.00

The embedded conversion options of the Company’s convertible debentures described in Note 5 contain conversion features that are accounted for as derivative liabilities. The fair value of these liabilities will be reF-~~measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.~~12

~~The Company~~Table uses Level 3 inputs for its valuation methodology for the derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on NASDAQ), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:Contents

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
At November 30, 2016	131% - 223%	0.36% - 0.68%	0%	0.08-1.00
At May 31, 2017	113% - 280%	0.40% - 1.17%	0%	0.06-1.00

The following table summarizes the Company’s stock options:

F-11

	Number of Options		Weighted Average Exercise Price $		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value $
Outstanding, November 30, 2016		4,000,000		0.04		1.48		112,000

Granted		—		—		—		—

Outstanding, August 31, 2017		4,000,000		0.04		0.73		—

Exercisable, August 31, 2017		2,000,000		0.04		0.73		—

~~Table~~NOTE of10 ~~Contents~~– COMMITMENTS

~~The~~On June 25, 2015, the Company entered into a ~~fair~~consultancy ~~value~~agreement with a company controlled by the Chief Technology Officer of the ~~derivative~~Company. ~~liabilities~~Pursuant ~~were~~to $1the agreement,~~768,672~~ ~~and~~the Company will pay $891,~~071~~000 ata ~~May~~month ~~31,~~for ~~2017~~consulting ~~and~~services ~~November~~for ~~30,~~a ~~2016,~~term ~~respectively:~~of one year.

	Derivative Values
Issue date	November 30, 2016		Additions		Conversions		Fair Value Increase		May 31, 2017
March 23, 2016 debenture	$	6,951	$	—	$	—	$	2,747	$	9,698
May 1, 2016 debenture		19,799		—		—		6,048		25,847
June 15, 2016 debenture		10,158		—		—		6,006		16,164
June 30, 2016 debenture		2,032		—		—		1,201		3,233
July 12, 2016 debenture		30,472		—		—		18,020		48,492
July 28, 2016 debenture		4,134		—		—		2,332		6,466
September 12, 2016 debenture		15,525		—		—		8,721		24,246
December 12, 2016 debenture		—		108,482		—		675,538		784,020
December 15, 2016 debenture		—		91,802		—		470,717		562,519
January 27, 2017 debenture		—		130,176		—		241,457		371,633
Total	$	89,071	$	330,460	$	—	$	1,432,787	$	1,852,318

On August 17, 2015, the Company entered into a consultancy agreement with the former Chief Revenue Officer of the Company. Pursuant to the agreement, the Company paid $1,000 a month for consulting services for a term of one year. Until May 26, 2017, the former Chief Revenue Officer continued to provide consulting services for the Company and the Company continued to accrue $1,000 a month for these services. Effective May 26, 2017, the former Chief Revenue Officer resigned.

~~NOTE~~On August 17, 2015, the Company entered into 7a –consultancy ~~RELATED~~agreement ~~PARTY~~with ~~TRANSACTIONS~~the President of the Company. Pursuant to the agreement, the Company will pay $3,500 a month for consulting services for a term of one year. On August 17, 2017, the Company entered into an amendment to the consultancy agreement, whereby the compensation structure was revised and shall now consist of a percentage of revenues. In the event the agreement is terminated, the President of the Company will be entitled to ongoing compensation at the rate of 25% of the total monthly revenue generated by the President for a period of 12 months so long as the Company receives a minimum recurring revenue of $25,000 per month.

a)On ~~During~~September 1, 2015, the ~~six~~Company ~~months~~entered ~~ended~~into a ~~May~~consultancy ~~31,~~agreement ~~2017,~~with ~~the~~a ~~Company~~significant ~~incurred~~shareholder ~~consulting~~of ~~and~~the ~~other~~Company. ~~business-related~~Pursuant ~~fees~~to ofthe ~~$22~~agreement,~~781~~ ~~(2016~~the -Company will pay $255,500) to a month ~~company~~for ~~whose~~consulting ~~CEO~~services isfor ~~the~~a ~~President~~term of ~~the~~one ~~Company~~year. AsThe ofCompany ~~May~~extended ~~31,~~the ~~2017,~~consultancy ~~the~~agreement ~~Company~~with ~~owed~~this ~~$52,453~~significant ~~(November~~shareholder for ~~30,~~a ~~2016~~term -of ~~$41,453)~~one toyear ~~the~~and ~~company~~will ~~whose~~continue ~~CEO~~to ispay ~~the~~$5,500 ~~President~~a ofmonth ~~the~~until ~~Company~~September 2017.

b)On ~~During~~September 17, 2015, the ~~six~~Company ~~months~~entered ~~ended~~into an ~~May~~advisory ~~31,~~board ~~2017,~~agreement with an Advisory Board Member of the Company. ~~incurred~~Pursuant ~~consulting~~to ~~fees~~an ~~and~~amendment ~~other~~to ~~business~~the ~~related~~agreement ~~fees~~dated ~~of $7~~January 1,~~001~~ (2016, -the ~~$6,124)~~Company towill ~~the~~pay ~~company~~$8,000 ~~controlled~~a bymonth ~~the~~for ~~Chief~~advisory ~~Technology~~services ~~Officer~~until ofSeptember ~~the~~17, ~~Company~~2016. AsOn of May 3124, ~~2017~~2016, the Company’s board ~~owed~~of ~~$17,000~~directors ~~(November~~appointed ~~30,~~this ~~2016~~Advisory -Board ~~$11,000)~~Member to abecome ~~company controlled by~~ the Chief ~~Technology~~Strategy Officer of the Company. Effective September 17, 2016, the agreement was extended for an additional six months.

c)The ~~During~~Company ~~the~~entered ~~six~~into ~~months~~an ~~ended~~agreement ~~May~~on 31April 12, ~~2017,~~2016 with the ~~Company~~Chief ~~incurred~~Executive ~~consulting~~Officer ~~and~~of ~~other~~the ~~business-related~~Company. ~~fees~~Pursuant ofto $6the agreement,~~000~~ ~~(2016~~the -Company is required to pay $6150,000) toin cash ~~the~~for ~~former~~a ~~Chief~~license ~~Revenue~~and ~~Officer~~issue a number of shares of the Company.’s Ascommon stock necessary to give 55% of ~~May~~the ~~31,~~total ~~2017,~~issued and outstanding shares of the Company ~~owed~~to ~~$16,000~~PayFlex Systems (~~November~~“PayFlex”) ~~30,~~or ~~2016~~its -nominees. ~~$10~~In addition,~~000)~~ the Company is required to issue a number of shares of the ~~former~~Company’s ~~Chief~~common ~~Revenue~~stock ~~Officer~~necessary to give 70% of the total issued and outstanding shares of the Company. ~~The~~to ~~amount~~PayFlex ~~owed~~or its nominees on the anniversary of the Licensing Agreement in which the Company’s audited filed financial statements for gross annual revenues attributable to the ~~former~~business exceeds $5,000,000. The President of PayFlex is the Company’s Chief ~~Revenue~~Executive Officer. atThe ~~May~~Company 31is also required to raise $200,000 ~~2017~~for isits ~~included~~own inworking ~~accounts~~capital ~~payable~~needs atwithin 90 ~~May~~days 31of closing the License Agreement. As of the date of these financial statements, ~~2017~~the Company was not able to raise the funding requirement for the agreement with PayFlex.

d)NOTE ~~During~~11 the six months ended May 31, 2017, the Company incurred advisory, consulting and other business-related fees of $48,000 (2016 - $43,700) to the Chief Strategy Officer of the Company. As of May 31, 2017, the Company owed $36,424 (November 30, 2016 – ~~$31,639)~~SUBSEQUENT ~~to the Chief Strategy Officer of the Company.~~EVENT

e)Subsequent ~~During~~to ~~the~~August ~~six months ended May~~ 31, 2017, the Company ~~incurred~~issued 161,884,300 ~~consulting~~shares ~~and other business-related fees~~ of ~~$33,000~~common ~~(2016~~stock -in ~~$nil)~~aggregate pursuant to athe ~~significant~~conversion ~~shareholder~~ of ~~the~~$50,594 ~~Company. As~~ of ~~May~~convertible 31notes payable, ~~2017~~$1,342 ~~the~~of ~~Company~~accrued interest, ~~owed~~ $8833,~~000~~612 ~~(November~~in 30penalties, ~~2016~~and - $5514,~~000)~~250 ~~to the significant shareholder~~ of ~~the~~fees ~~Company~~upon conversion.

~~f) As of May 31, 2017, the Company owed $172,630 (November 30, 2016~~ F- ~~$79,385) to a company that is significant shareholder of the Company. The amount due is related to cost of revenues incurred during the period.~~13

g)Table As of ~~May 31, 2017, the Company owed $600 (November 30, 2016 - $200) to the President of the Company, which is non-interest bearing, unsecured and due on demand.~~Contents

~~F-12~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Table~~Forward-Looking ~~of Contents~~Statements

h)Certain Onstatements, ~~November~~other 21than purely historical information, ~~2014~~including estimates, ~~the~~projections, ~~Company~~statements ~~entered~~relating ~~into~~to anour ~~Agreement~~business ofplans, ~~Conveyance~~objectives, ~~Transfer~~ and ~~Assignment~~expected ofoperating ~~Assets~~results, and ~~Assumption~~the ofassumptions upon ~~Obligations~~which ~~with~~those ~~directors~~statements ofare ~~the~~based, ~~Company.~~are ~~Pursuant~~“forward-looking tostatements” within the ~~agreement,~~meaning of the ~~Company~~Private ~~transferred~~Securities Litigation ~~all~~Reform ~~assets~~Act ~~and~~of ~~business~~1995, ~~operations~~Section 27A ~~associated~~of ~~with~~the ~~hexagon~~Securities ~~fishing~~Act ~~nets~~of to1933 ~~the~~and ~~directors~~Section 21E of the ~~Company~~Securities Exchange Act of 1934. InThese ~~exchange,~~forward-looking ~~the~~statements ~~directors~~generally ofare identified by the ~~Company~~words ~~agreed~~“believes,” to“project,” “expects,” ~~cancel~~“anticipates,” 24“estimates,~~438~~” “intends,~~333~~” ~~shares~~“strategy,” in“plan,” “may,” ~~the~~“will,” ~~Company~~“would,” ~~and~~“will ~~assume~~be,” “will continue,” “will likely result,” and ~~cancel~~similar ~~all~~expressions. ~~liabilities~~We ~~relating~~intend such forward-looking statements to be covered by the ~~Company’s~~safe-harbor ~~former~~provisions ~~business,~~for forward-looking ~~including~~statements ~~officer~~contained ~~loans~~in ~~amounting~~the toPrivate ~~$100,814.~~Securities ALitigation ~~director~~Reform Act of ~~the~~1995, ~~Company~~and ~~retained~~are ~~361,667~~including ~~shares~~this statement for purposes of ~~common~~complying ~~stock~~with inthose ~~the~~safe-harbor ~~Company~~provisions. InForward-looking ~~consideration~~statements ~~for~~are ~~the~~based ~~cancellation~~on ofcurrent ~~amounts~~expectations ~~due~~and assumptions that are subject to ~~officer~~risks and ~~the~~uncertainties ~~return~~which ofmay cause actual results to differ materially from the ~~shares,~~forward-looking statements. Our ability to predict results or the ~~Company~~actual ~~issued~~effect of future plans or strategies is inherently uncertain. Factors which could have a ~~$25~~material adverse effect on our operations and future prospects on a consolidated basis include,~~000~~ ~~promissory~~but ~~note~~are not limited to: changes ~~the~~in ~~director~~economic conditions, legislative/regulatory changes, availability of ~~the~~capital, ~~Company~~interest rates, competition, and generally accepted accounting principles. ~~Refer~~These torisks ~~Note~~and ~~4(a)~~uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. AsWe undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of ~~the~~new ~~forgiveness~~information, offuture ~~the~~events ~~loans~~or ~~and~~otherwise. ~~cancellation~~Further ofinformation ~~stock~~concerning our business, ~~the~~including additional ~~Company~~factors ~~recognized~~that ~~$75~~could materially affect our financial results,~~814~~ asis aincluded ~~contribution~~herein toand ~~capital~~in our other filings with the SEC.

~~i) On November 21, 2014, the~~ Company entered into a License Agreement with the Chief Executive Officer of the Company (Note 10(f)). At November 30, 2014, the Company was indebted to the Chief Executive Officer of the Company for $150,000 related to the License Agreement. The amount was due by February 19, 2015. As of May 31, 2017, the amount has not been paid by the Company.Overview

~~NOTE~~We are in the business of providing secure payment 8and –communication ~~CAPITAL~~solutions. ~~STOCK~~We pioneer solutions innovation by rewarding merchants to migrate to EMV (credit card chips). We provide white label solutions for payment service providers to enable business to consumer and business to business payments through physical POS, mobile devices, online and software integrations. We are focused to provide emerging payment solutions that motivate and reward our clients for adopting more secure payment systems in their businesses. Our mission is to revolutionize how payment solutions are delivered to businesses by providing flexibility, efficiency and creative control to our partners. We make it easy for sellers to start selling, and buyers to buy with confidence. Our solutions are used to enable businesses to process payments more efficiently whether online or in a retail store front.

~~The~~We have only generated a small amount of revenue ~~authorized~~from our payment processor business and from our solutions outsourcing business. In order to implement our business plan, we will need to raise additional capital. ofWe ~~the~~estimate ~~Company~~that iswe ~~500~~will need approximately $375,000 in the next twelve months. These funds will be used to cover our debt obligations,~~000~~ ~~common~~overhead, ~~shares~~consulting ~~with~~fees, amarketing ~~par~~expenses ~~value~~and ofIP $development, 0along with our general working capital needs.~~001~~ ~~per~~If ~~share~~we are unable to raise money, we will not be able to able to service our existing and prospective customers.

~~100,000,000 preferred~~Results ~~shares~~of ~~with~~operations afor ~~par~~the ~~value~~three ofand ~~$0.001~~nine months ~~per~~ended ~~share.~~August 31, 2017 and August 31, 2016

a)We Ongenerated ~~April 14~~$87,908 ~~2016,~~in ~~the~~revenues ~~Company’s~~during ~~board of directors and a majority of~~ the three ~~shareholders~~months ofended ~~the~~August ~~Company~~31, ~~approved~~2017, anas ~~amendment~~compared towith ~~the~~$129,070 ~~Articles~~in ofrevenues ~~Incorporation to effectuate a one~~ for three ~~reverse~~months ~~stock~~ended ~~split~~August of31, ~~the~~2016. ~~outstanding~~We ~~shares~~generated $222,135 ofin ~~common~~revenues ~~stock~~during of the ~~Company.~~nine ~~The~~months ~~reverse~~ended ~~stock~~August ~~split~~31, ~~became~~2017, ~~effective~~as oncompared ~~May~~with 24$212,832 ~~2016. All share and per share data~~ in ~~these~~revenues ~~financial statements and footnotes have been retrospectively adjusted to account~~ for ~~this~~nine ~~reverse~~months ~~stock~~ended August ~~split~~31, 2016.

b)All ~~On September 14, 2016, the Company designated, at its discretion, a class~~ of ~~Series~~our Brevenues ~~Preferred~~in ~~Stock.~~2017 ~~The~~resulted ~~Series~~from Bour five ~~Preferred Stock consists of 2,000,000 shares~~customers. ~~The~~We ~~holders~~expect ofthat ~~The~~our ~~Series~~client Bbase ~~Preferred~~will ~~Stock~~expand ~~have no dividend rights except as may be declared by the Company at its discretion. The Series B Preferred Shares have voting rights of 10 votes per share~~ and ~~liquidation~~provide ~~preference~~more onrevenues anfor ~~equal basis per share with holders of~~ the ~~Common~~remainder ~~Stock and the Series A Preferred Stock, subject to any preference given to the holders~~ of ~~the Series A Preferred Stock. Series B Preferred Stock are convertible into common shares on a 1:100 basis. As of May 31,~~ 2017, ~~the~~provided ~~Company~~we ~~has~~receive adequate ~~$5,820,000 of stock payable related to the issuance of 750,000 shares of Series B Preferred Stock pursuant to the asset acquisition described in Note 3~~financing.

~~NOTE~~Our cost of revenues was $55,200 for the three 9months –ended ~~STOCK-BASED~~August ~~COMPENSATION~~31, 2017, resulting in gross profit of $32,708, as compared with cost of revenues of $79,860 for the three months ended August 31, 2016, resulting in gross profit of $49,210. Our cost of revenues was $214,920 for the nine months ended August 31, 2017, resulting in a gross loss of $7,215, as compared with cost of revenues of $134,980 for the nine months ended August 31, 2016, resulting in gross profit of $77,852.

~~On May~~Our ~~23,~~cost ~~2016,~~of ~~the~~revenues ~~Company~~mostly ~~adopted~~includes anmonthly consulting ~~Equity~~invoices ~~Incentive~~from ~~Plan~~Melcent ~~under~~Technology, which ~~the~~started ~~Company~~in ~~can~~February ~~grant~~of up2016. toWe ~~8,333,333~~do ~~common~~not ~~shares~~expect ~~to its~~any ~~officers,~~consistency ~~directors,~~in ~~employees~~our ~~and~~gross ~~consultants.~~profit margins ~~The~~in ~~Equity~~2017 ~~Incentive~~with ~~Plan~~those ~~provides~~of ~~for~~prior ~~the~~years ~~granting~~due ofto ~~incentive~~our ~~stock options,~~infancy ~~non-qualified~~in ~~stock~~operations ~~options,~~and ~~stock~~the ~~appreciation~~varied ~~rights,~~services ~~restricted~~that ~~stock,~~we ~~stock~~offer ~~units,~~our ~~performance shares and performance units~~clients.

~~On May 24, 2016, the Company granted~~ 4,000,000 stock options to the Chief Strategy Officer of the Company, each of which is exercisable into one common share of the Company at a price of $0.04 per share until May 24, 2018. On the grant date, the stock options were deemed to have a fair value of $0.1476 per option, totaling $590,492. The stock options will vest as follows: 2,000,000 options will vest on May 24, 2017 and 2,000,000 options will vest on May 24, 2018. As a result of these stock options vesting over a period of two years, during the six months ended May 31, 2017, the Company recognized $214,964 (2016 - $9,708) in stock-based compensation.

~~F-13~~Table of Contents

~~Table~~We incurred operating expenses in the amount of ~~Contents~~$118,660 for the three months ended August 31, 2017, compared with operating expenses of $230,434 for the three months ended August 31, 2016. We incurred operating expenses in the amount of $652,430 for the nine months ended August 31, 2017, compared with operating expenses of $480,152 for the nine months ended August 31, 2016.

~~The fair~~Our ~~value~~operating ofexpenses ~~each~~for ~~option~~the ~~granted~~nine ~~was~~months ended ~~estimated~~August on31, ~~the~~2017 ~~date~~mainly consisted of ~~grant~~$251,869 ~~using~~in ~~the Black~~stock-~~Scholes~~based ~~option~~compensation, ~~pricing~~$176,051 ~~model~~in ~~with~~consulting ~~the~~fees, ~~weighted~~$107,423 in support ~~average~~and ~~assumption~~maintenance, , $39,558 in professional fees and $34,408 in audit fees. Our operating expenses for the ~~year~~nine ~~ending~~months ~~November~~ended 30August 31, 2016: mainly consisted of $135,670 in development costs, $124,074 in consulting fees, $120,425 in stock-based compensation and $45,128 in professional fees.

	2016
Expected dividend yield		0%
Risk-free interest rate		0.92%
Expected volatility		303%
Expected option life (in years)		2.00

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to undertaking development of our payment processor business along with the ongoing professional fees associating with being a reporting company under the Securities Exchange Act of 1934.

~~The~~We incurred other income of $192,157 for the ~~following~~three ~~table~~months ~~summarizes~~ended August 31, 2017, as compared with other expenses of $25,933 for the ~~Company’s~~three ~~stock~~months ~~options:~~ ended August 31, 2016. We incurred other expenses of $1,497,008 for the nine months ended August 31, 2017, as compared with other expenses of $55,878 for the nine months ended August 31, 2016.

	Number of Options		Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding, November 30, 2016		4,000,000	$	0.04		1.48		112,000
Granted		—		—		—		—
Outstanding, May 31, 2017		4,000,000	$	0.04		0.98	$	20,000
Exercisable, May 31, 2017		—		—		—		—

Our other expenses for the nine months ended August 31, 2017 was attributable to $560,156 in the change of fair market derivatives, $903,808 in interest expense and $33,044 for loss on extinguishment of debt upon conversion. Our other expenses for the nine months ended August 31, 2016 consisted of $48,754 in interest expense and $7,124 in the fair value of derivative liabilities. We expect that our interest expenses will increase in the future as result of our newly acquired debt, and any additional debt we take on in our financing efforts.

~~NOTE~~We had a net income of $106,205 for the three 10months –ended ~~COMMITMENTS~~August 31, 2017, as compared with a net loss of $207,157 for the three months ended August 31, 2016. We incurred a net loss of $2,142,223 for the nine months ended August 31, 2017, as compared with a net loss of $458,178 for the nine months ended August 31, 2016. Our net income for the three months ended August 31, 2017 was the result of gain of $872,631 from the change in fair value of derivatives. Our losses for the other periods are attributable to operating expenses together with a lack of significant revenues.

a)Liquidity On June 25, 2015, the Company entered into a consultancy agreement with a company controlled by the Chief Technology Officer of the Company. Pursuant to the agreement, the Company will pay $1,000 a month for consulting services for a term of one year. As of May 31, 2017, the Chief Technology Officer continues to provide consulting services for the Company and ~~the~~Capital ~~Company continues to accrue $1,000 a month for these services.~~Resources

b)As Onof August 1731, ~~2015~~2017, ~~the~~we ~~Company~~had ~~entered~~$80,199 ~~into~~in acurrent assets ~~consultancy~~consisting ~~agreement with the former Chief Revenue Officer~~ of ~~the Company. Pursuant to the agreement~~cash, ~~the~~accounts ~~Company~~receivable ~~paid~~and ~~$1,000~~prepaid aexpenses ~~month~~and ~~for~~deposits. ~~consulting~~Our ~~services~~total ~~for~~current aliabilities ~~term~~as of ~~one~~August ~~year. Until May 26~~31, 2017, ~~the~~were ~~former Chief Revenue Officer continued to provide consulting services for the Company and the Company continued to accrue~~ $18,~~000 a month for these services~~531,697. ~~Effective~~As ~~May~~a 26result, ~~2017,~~we ~~the~~have ~~former~~a ~~Chief~~working ~~Revenue~~capital ~~Officer~~deficit ~~resigned~~of $8,451,498 as ~~Chief Revenue Officer~~ of ~~the~~August ~~Company~~31, 2017.

c)Operating Onactivities ~~August~~used 17$205,632 ~~2015,~~in cash for the ~~Company~~nine ~~entered~~months ~~into~~ended aAugust ~~consultancy~~31, ~~agreement~~2017, as compared with $103,077 for the ~~President~~nine ofmonths ~~the~~ended ~~Company~~August 31, 2016. ~~Pursuant~~Our tonegative ~~the~~operating cash ~~agreement,~~flow in 2017 was mainly the ~~Company~~result ~~will~~of ~~pay~~our net loss of $32,~~500~~142,223, aoffset ~~month~~by ~~for~~excess ~~consulting~~derivative ~~services~~liability ~~for~~included ain ~~term~~the interest expense of ~~one~~$616,591, ~~year.~~change Asin fair value of ~~May~~derivatives ~~31,~~of ~~2017~~$560,156 ~~the~~and ~~President~~stock-based ~~continues~~compensation toof ~~provide~~$251,869. ~~consulting~~We ~~services~~primarily ~~for~~relied on ~~the~~cash ~~Company~~from ~~and~~loans ~~the~~to ~~Company~~fund ~~continues~~our tooperations ~~accrue~~during ~~$3,500~~the anine ~~month~~months ~~for~~ended ~~these~~August ~~services~~31, 2017.

d)Financing Onactivities ~~September~~provided 1$207,442 ~~2015,~~in ~~the~~cash for ~~Company entered into a consultancy agreement with a significant shareholder of~~ the ~~Company.~~nine ~~Pursuant~~months toended ~~the~~August ~~agreement~~31, ~~the~~2017, ~~Company~~as ~~will~~compared ~~pay~~with $587,~~500~~991 ~~a month~~ for ~~consulting~~the ~~services~~nine ~~for~~months aended ~~term~~August of31, ~~one year~~2016. ~~The~~Our ~~Company~~positive ~~extended~~operating cash ~~the~~flow ~~consultancy~~in ~~agreement~~2017 ~~with~~was ~~this~~mainly ~~significant~~proceeds ~~shareholder~~convertible ~~for~~debentures. aThe ~~term~~terms of ~~one~~the ~~year~~convertible ~~and~~debentures ~~will~~are ~~continue~~contained toin ~~pay~~Note $5~~,500~~ ato our ~~month~~financial ~~until~~statements, ~~September~~incorporated ~~2017~~herein.

e)Despite Onthe ~~September~~loans ~~17,~~and ~~2015~~convertible notes we have issued, ~~the~~and ~~Company~~while ~~entered~~we ~~into~~have angenerated ~~advisory~~some ~~board~~revenue ~~agreement~~from ~~with~~our anpayment ~~Advisory~~processor ~~Board~~and ~~Member~~outsourcing ofbusinesses, ~~the~~we ~~Company.~~will ~~Pursuant~~need approximately $375,000 in financing to animplement ~~amendment~~our business plan. These funds will be used to ~~the~~cover ~~agreement~~our ~~dated~~debt ~~January~~obligations, 1overhead, ~~2016~~consulting fees, ~~the~~marketing ~~Company~~expenses ~~will~~and ~~pay~~IP $8development,~~000~~ aalong ~~month~~with ~~for~~our ~~advisory~~general ~~services~~working ~~until~~capital ~~September~~needs. ~~17,~~If ~~2016.~~we Onare ~~May~~unable ~~24,~~to ~~2016~~raise money, ~~the~~we will ~~Company’s~~not ~~board~~be ofable ~~directors~~to ~~appointed~~able ~~this~~to ~~Advisory~~service ~~Board~~our ~~Member~~existing toand ~~become~~prospective ~~the~~customers. ~~Chief~~Thus, ~~Strategy~~the ~~Officer~~success of our business plan beyond the ~~Company~~next 12 months is contingent upon us obtaining additional financing. ~~Effective~~We ~~September~~intend ~~17,~~to ~~2016,~~fund ~~the~~operations ~~agreement~~through ~~was~~debt ~~extended~~and/or ~~for~~equity anfinancing arrangements, ~~additional~~which ~~six~~may ~~months.~~be Asinsufficient ofto ~~May~~fund 31our capital expenditures, ~~2017~~working capital, ~~the~~or ~~Chief~~other ~~Strategy~~cash ~~Officer~~requirements. ~~continues~~We todo ~~provide~~not have ~~consulting~~any ~~services~~formal commitments or arrangements for the ~~Company~~sales ~~and~~of stock or the ~~Company~~advancement ~~continues~~or loan of funds at this time. There can be no assurance that such additional financing will be available to ~~accrue~~us ~~$8,000~~on aacceptable ~~month~~terms, ~~for~~or ~~these~~at ~~services~~all.

f) The Company entered into an agreement on April 12, 2016 with the Chief Executive Officer of the Company. Pursuant to the agreement, the Company is required to pay $150,000 in cash for a license and issue a number of shares of the Company’s common stock necessary to give 55% of the total issued and outstanding shares of the Company to PayFlex Systems (“PayFlex”) or its nominees. In addition, the Company is required to issue a number of shares of the Company’s common stock necessary to give 70% of the total issued and outstanding shares of the Company to PayFlex or its nominees on the anniversary of the Licensing Agreement in which the Company’s audited filed financial statements for gross annual revenues attributable to the business exceeds $5,000,000. The President of PayFlex is the Company’s Chief Executive Officer. The Company is also required to raise $200,000 for its own working capital needs within 90 days of closing the License Agreement. As of the date of these financial statements, the Company was not able to raise the funding requirement for the agreement with PayFlex.

~~F-14~~Table of Contents

~~Table~~Off ofBalance ~~Contents~~Sheet Arrangements

~~Item 2.~~As ~~Management’s~~of ~~Discussion~~August ~~and~~31, ~~Analysis~~2017, ofthere ~~Financial~~were ~~Condition~~no ~~and~~off ~~Results~~balance sheet ~~of Operations~~arrangements.

~~Forward-Looking Statements~~Going Concern

~~Certain statements,~~We ~~other~~have ~~than~~negative ~~purely~~working ~~historical~~capital ~~information, including estimates, projections, statements relating to our business plans, objectives,~~ and ~~expected~~have ~~operating results, and the assumptions upon which those statements are based, are “forward-looking~~not ~~statements”~~yet ~~within~~received ~~the~~significant ~~meaning~~revenues offrom ~~the~~sales ~~Private Securities Litigation Reform Act~~ of ~~1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934~~products. These ~~forward-looking~~factors ~~statements~~have ~~generally~~caused ~~are~~our ~~identified by~~accountants the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to beexpress ~~covered~~substantial ~~by the safe-harbor provisions for forward-looking statements contained in the Private~~doubt ~~Securities~~about ~~Litigation~~our Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to ~~predict~~continue ~~results~~as ora ~~the~~going ~~actual effect of future plans or strategies is inherently uncertain~~concern. ~~Factors~~The ~~which~~financial ~~could~~statements ~~have~~do anot ~~material adverse effect on our operations and future prospects on a consolidated basis~~ include, ~~but~~any ~~are~~adjustment ~~not~~that ~~limited~~might to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be ~~considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.~~necessary Weif ~~undertake~~we noare ~~obligation~~unable to ~~update~~continue ~~or revise publicly any forward-looking statements, whether~~ as a ~~result~~going ~~of new information, future events or otherwise~~concern. ~~Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.~~

~~Company~~Our ability to continue as a going concern is ~~Overview~~dependent on our generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

~~We are~~Critical inAccounting the business of providing secure payment and communication solutions. We pioneer solutions innovation by rewarding merchants to migrate to EMV (credit card chips). We provide white label solutions for payment service providers to enable business to consumer and business to business payments through physical POS, mobile devices, online and software integrations. We are focused to provide emerging payment solutions that motivate and reward our clients for adopting more secure payment systems in their businesses. Our mission is to revolutionize how payment solutions are delivered to businesses by providing flexibility, efficiency and creative control to our partners. We make it easy for sellers to start selling, and buyers to buy with confidence. Our solutions are used to enable businesses to process payments more efficiently whether online or in a retail store front.Policies

~~We have~~In ~~only~~December ~~generated~~2001, athe ~~small~~SEC ~~amount~~requested ofthat ~~revenue~~all ~~from~~registrants list ~~our~~their ~~payment~~most ~~processor~~“critical ~~business~~accounting ~~and~~polices” ~~from~~in ~~our~~the ~~solutions~~Management ~~outsourcing~~Discussion ~~business~~and Analysis. In ~~order~~The toSEC ~~implement~~indicated ~~our~~that ~~business~~a ~~plan,~~“critical accounting wepolicy” ~~will~~is ~~need~~one towhich ~~raise~~is ~~additional~~both ~~capital.~~important Weto ~~estimate~~the ~~that~~portrayal weof ~~will~~a ~~need~~company’s ~~approximately~~financial condition and results, ~~$375~~and requires management’s most difficult,~~000~~ insubjective ~~the~~or ~~next~~complex ~~twelve~~judgments, ~~months.~~often ~~These~~as ~~funds~~a ~~will~~result beof ~~used~~the need to ~~cover~~make ~~our~~estimates about ~~debt~~the ~~obligations,~~effect ~~overhead,~~of ~~consulting~~matters ~~fees,~~that ~~marketing expenses~~are ~~and~~inherently IPuncertain. ~~development,~~Our ~~along~~accounting ~~with~~policies are discussed in the footnotes to our ~~general~~financial statements ~~working~~included ~~capital~~in ~~needs.~~our Ifannual wereport ~~are~~on ~~unable~~Form to10-K ~~raise~~for ~~money~~the year ended November 30, 2016, however we ~~will~~consider ~~not~~our becritical ~~able~~accounting policies to ~~able~~be those related to ~~service~~revenue ~~our~~recognition, ~~existing~~stock-based compensation and ~~prospective~~intangible ~~customers~~assets.

~~Results of~~Item ~~operations~~3. ~~for~~Quantitative ~~the three~~ and ~~six~~Qualitative ~~months~~Disclosures ~~ended~~About ~~May~~Market ~~31, 2017 and May 31, 2016~~Risk

~~We generated~~A ~~$89,092~~smaller inreporting ~~revenues~~company ~~during~~is ~~the~~not ~~three~~required ~~months ended May 31, 2017, as compared with $49,425 in revenues for the three~~to ~~months~~provide ~~ended May 31, 2016. We generated $134,227 in revenues during~~ the ~~six~~information ~~months~~required ~~ended~~by ~~May~~this ~~31, 2017, as compared with $83,762 in revenues for six months ended May 31, 2016~~Item.

~~All of~~Item ~~our revenues in 2017 resulted from five customers~~4. WeControls ~~expect that our client base will expand~~ and ~~provide more revenues for the remaining quarters in 2017, provided we receive adequate financing.~~Procedures

~~Our cost~~Disclosure ofControls ~~revenues~~and was $79,860 for the three months ended May 31, 2017, resulting in gross profits of $9,232, as compared with cost of revenues of $45,620 for the three months ended May 31, 2016, resulting in gross profits of $3,805. Our cost of revenues was $159,720 for the six months ended May 31, 2017, resulting in a gross loss of $25,493, as compared with cost of revenues of $55,120 for the six months ended May 31, 2016, resulting in gross profits of $28,642.Procedures

4We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

~~Table~~A material weakness is a deficiency, or a combination of ~~Contents~~deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of August 31, 2017, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

~~Our cost~~Remediation ofPlan ~~revenues~~to ~~mostly~~Address ~~includes~~the ~~monthly~~Material ~~consulting invoices from Melcent Technology, which started in February of 2016. We do~~Weaknesses ~~not expect any consistency~~ in ~~our~~Internal ~~gross~~Control ~~profit~~over ~~margins~~Financial ~~in 2017 with those of prior years due to our infancy in operations and the varied services that we offer our clients.~~Reporting

~~We incurred~~Our ~~operating~~Company ~~expenses~~plans into take steps to enhance and improve the ~~amount~~design of ~~$257,363~~our ~~for~~internal controls over financial reporting. During the ~~three~~period ~~months~~covered ~~ended~~by ~~May~~this 31quarterly report on Form 10-Q, ~~2017~~we have hired a CFO, ~~compared~~which ~~with~~we ~~operating~~believe ~~expenses~~ provides better segregation of ~~$151,644~~duties ~~for~~and ~~the~~additional ~~three~~staff ~~months~~to ~~ended~~monitor ~~May~~our 31disclosures, but ~~2016.~~we Wehave ~~incurred~~otherwise ~~operating~~been ~~expenses~~able into remediate the ~~amount~~material ofweaknesses identified ~~$533~~above. To remediate such weaknesses,~~770~~ ~~for~~we plan to implement the ~~six~~following ~~months ended~~changes ~~May~~during 31our fiscal year ending November 30, 2017,: ~~compared~~(i) ~~with~~appoint ~~operating~~additional ~~expenses~~qualified personnel to address inadequate segregation of ~~$249,718~~duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the ~~six~~costs ~~months~~of ~~ended~~implementing ~~May~~the 31changes required. If we are unsuccessful in securing such funds, ~~2016~~remediation efforts may be adversely affected in a material manner.

~~Our operating~~Changes ~~expenses for the six months ended May 31, 2017 mainly consisted of $214,964~~ in ~~stock~~Internal ~~based~~Control ~~compensation,~~over ~~$146,501 in~~Financial consulting fees, $74,763 in support and maintenance, $34,408 in audit fees and $25,860 in professional fees. Our operating expenses for the six months ended May 31, 2016 mainly consisted of $83,574 in consulting fees, $80,810 in development costs, $32,427 in professional fees and $15,100 in audit fees.Reporting

~~We anticipate~~There ~~our~~were ~~operating~~no ~~expenses~~changes ~~will~~in ~~increase as we undertake~~ our ~~plan~~internal ofcontrol over ~~operations.~~financial ~~The~~reporting ~~increase~~during ~~will~~the bethree ~~attributable~~months toended ~~undertaking development~~August of31, ~~our~~2017 ~~payment~~that ~~processor~~have ~~business~~materially ~~along~~affected, ~~with~~or ~~the~~are ~~ongoing~~reasonable ~~professional~~likely to ~~fees~~materially ~~associating~~affect, ~~with~~our ~~being~~internal acontrol ~~reporting~~over ~~company under~~financial ~~the Securities Exchange Act of 1934~~reporting.

We incurred other expenses of $1,532,346 for the three months ended May 31, 2017, as compared with other expenses of $22,449 for the three months ended May 31, 2016. We incurred other expenses of $1,689,165 for the six months ended May 31, 2017, as compared with other expenses of $29,945 for the six months ended May 31, 2016.6

~~Our~~Table ~~other expenses for the six months ended May 31, 2017 was attributable to $1,432,787 in the change~~ of fair market derivatives and $256,378 in interest expense. Our other expenses for the six months ended May 31, 2016 was a result of $10,859 in the change of fair market derivatives and $19,086 in interest expense. We expect that our interest expenses will increase in the future as result of our newly acquired debt, and any additional debt we take on in our financing efforts.Contents

WePART ~~incurred~~II a– ~~net~~OTHER loss of $1,780,477 for the three months ended May 31, 2017, as compared with a net loss of $170,288 for the three months ended May 31, 2016. We incurred a net loss of $2,248,428 for the six months ended May 31, 2017, as compared with a net loss of $251,021 for the three months ended May 31, 2016. Our losses for each period are attributable to operating expenses together with a lack of significant revenues.INFORMATION

~~Liquidity~~Item ~~and~~1. ~~Capital~~Legal ~~Resources~~Proceedings

AsWe ofare ~~May~~not ~~31,~~a ~~2017,~~party weto ~~had~~any ~~$57,099~~pending inlegal ~~current~~proceeding. ~~assets~~We ~~consisting~~are not aware of ~~cash,~~any ~~accounts~~pending ~~receivable~~legal ~~and~~proceeding ~~prepaid~~to ~~expenses~~which ~~and~~any ~~deposits.~~of ~~Our~~our ~~total~~officers, ~~current~~directors, ~~liabilities~~or asany beneficial holders of ~~May~~5% ~~31,~~or ~~2017~~more ~~were~~of ~~$8,926,842.~~our Asvoting asecurities ~~result,~~are weadverse ~~have~~to aus ~~working~~or ~~capital~~have ~~deficit~~a ofmaterial ~~$8,869,743~~interest asadverse ofto ~~May 31, 2017~~us.

~~Operating~~Item ~~activities used $182,961 in cash for the six months ended May 31, 2017, as compared with $58,882 for the six months ended May 31, 2016~~1A. ~~Our~~Risk negative operating cash flow in 2017 was mainly the result of our net loss of $2,248,428, offset by excess derivative liability of $142,460, change in fair value of derivatives of $1,432,787, stock-based compensation of $214,964 and amortization of discount on convertible debentures of $77,457. We primarily relied on cash from loans to fund our operations during the period ended May 31, 2017.Factors

~~Financing activities~~See ~~provided~~risk ~~$187,692~~factors included in ~~cash for~~ the ~~six~~Company’s Annual ~~months~~Report ~~ended~~on ~~May~~Form ~~31,~~10-K ~~2017, as compared with $44,258~~ for ~~the six months ended May 31,~~ 2016. ~~Our positive operating cash flow in 2017 was mainly proceeds convertible debentures. The terms of the convertible debentures are contained in Note 5 to our financial statements, incorporated herein.~~

~~Despite the~~Item loans and convertible notes we have issued, and while we have generated some revenue from our payment processor and outsourcing businesses, we will need approximately $375,000 in financing to implement our business plan2. ~~These~~Unregistered ~~funds~~Sales ~~will~~of beEquity ~~used~~Securities ~~to cover our debt obligations, overhead, consulting fees, marketing expenses~~ and IPUse ~~development,~~of ~~along with our general working capital needs. If we are unable to raise money, we will not be~~Proceeds

5During the nine months ended August 31, 2017, we issued 35,596,300 shares of common stock in aggregate pursuant to the conversion of $49,963 of convertible notes payable, $6,760 of accrued interest, $2,113 in penalties, and $8,000 of fees upon conversion.

~~Table~~These securities were issued pursuant to Section 4(2) of ~~Contents~~the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

~~able to~~Item ~~able to service our existing and prospective customers~~3. ~~Thus,~~Defaults ~~the success of our business plan beyond the next 12 months is contingent~~ upon usSenior obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Securities

~~Off Balance Sheet Arrangements~~ None

~~As of~~Item ~~May~~4. ~~31,~~Mine ~~2017,~~Safety ~~there were no off balance sheet arrangements.~~Disclosures

~~Going Concern~~Not applicable.

~~We have~~Item ~~negative working capital and have not yet received significant revenues from sales of products~~5. ~~These~~Other factors have caused our accountants to express substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.Information

Our ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.None

~~Critical Accounting~~Item ~~Policies~~6. Exhibits

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are discussed in the footnotes to our financial statements included in our annual report on Form 10-K for the year ended November 30, 2016, however we consider our critical accounting policies to be those related to revenue recognition, stock-based compensation and intangible assets.

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Item 3. Quantitative and Qualitative Disclosures About Market Risk

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2017 formatted in Extensible Business Reporting Language (XBRL).

~~A smaller~~**Provided ~~reporting company is not required to provide the information required by this Item.~~ herewith

~~Item 4. Controls and Procedures~~ 7

~~Disclosure Controls~~Table ~~and~~of ~~Procedures~~Contents

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.SIGNATURES

~~A material~~Pursuant ~~weakness~~to isthe arequirements ~~deficiency, or a combination~~ of ~~deficiencies,~~the ~~in internal control over financial reporting, such that there~~Securities isExchange aAct ~~reasonable possibility that a material misstatement~~ of 1934, the ~~company’s~~registrant ~~annual~~has orduly ~~interim~~caused ~~financial~~this ~~statements~~report ~~will~~to ~~not~~ be ~~prevented~~signed ~~or detected~~ on aits ~~timely~~behalf ~~basis.~~by ~~Management has identified~~ the ~~following~~undersigned ~~material~~thereunto ~~weaknesses~~duly which have caused management to conclude that, as of May 31, 2017, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelinesauthorized.

	Lans Holdings Inc.

Date:	October 31, 2017

By:	/s/ Trevor Allen Trevor Allen
Title:	Chief Executive Officer and Director

~~Table of Contents~~8

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our Company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have hired a CFO, which we believe provides better segregation of duties and additional staff to monitor our disclosures, but we have otherwise been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending November 30, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended May 31, 2017 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See risk factors included in the Company’s Annual Report on Form 10-K for 2016.

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

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2017 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

Table of Contents

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.

	Lans Holdings Inc.
Date:	July 17, 2017
By:	/s/ Trevor Allen Trevor Allen
Title:	Chief Executive Officer and Director

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