Quarterly report pursuant to Section 13 or 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
3 Months Ended
Feb. 28, 2019
RELATED PARTY TRANSACTIONS [Text Block]
6.

RELATED PARTY TRANSACTIONS

The following transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties.

Three months ended February 28, 2019

As of February 28, 2019, there are no amounts receivable from related parties.

As of February 28, 2019, the Company had a payable of $108,711 to related parties which is unsecured, non-interest bearing and due on demand. This payable is included in accounts payable and accrued liabilities.

Effective as of October 1, 2017, the Company entered into an employment agreement (the “Employment Agreement”) with Jensen pursuant to which Jensen serves as President and Chief Operating Officer (“COO”) and effective July 13, 2018 serves as Chief Executive Officer (“CEO”) of the Company. Jensen resigned as CEO of the Company effective April 1, 2019 (See note 14 (b)). By the terms of the Employment Agreement, Jensen will receive an annual salary of $200,000, payable as follows. For the period beginning on October 1, 2017 and ending on June 30, 2018, Jensen shall receive quarterly payments of the Company’s common stock, to be issued 15 days after the end of each three-month quarter. Commencing July 1, 2018, the Company will pay $10,000 per month in cash and the balance in Company common stock. At such time as the Company can pay the entire salary in cash and be cash positive on an operating basis, the entire monthly salary will be paid in cash. The Company expensed $50,000 for the services for the three months ended February 28, 2019, which includes $6,667 for issuance of 44,980 common shares for services and an accrual for $13,333 for issuance of proportionate shares, in accordance with the consulting contract (See notes 4 and 7).

The Company expensed $20,000 for services provided by Rakesh Malhotra, Chief Financial Officer (“CFO”) of the Company which was paid to a corporation in which the CFO has an ownership interest, pursuant to the consulting contract (See note 7).

The Company expensed $35,700, which includes an accrual for $25,200 for the issuance of 180,000 common shares for services, pursuant to a consulting contract, for services provided by Thrasher. This was paid to a corporation in which Thrasher has an ownership interest. (See notes 4 and 7).

On April 13, 2018, the Company employed Buys as the CTO with compensation of $10,000 per month over a three-year period. The Company expensed $30,000 during the three months ended February 28, 2019. On April 13, 2018, the Company granted options to Buys to acquire a total of 1,500,000 common shares. The Company expensed $4,227 for the value of options which vested during this period. (See notes 4, 5 and 7)

Effective June 1, 2018 the Company entered into a consulting agreement with Ganz pursuant to which Ganz serves as President of the Company. By the terms of the consulting agreement, Ganz will be paid annually $200,000 in the Company’s common shares for his services. The Company accrued expense for $50,000 for issuance of proportionate shares, in accordance with the consulting contract (See notes 4 and 7).

Effective December 1, 2017, the Company leased office premises at Wakefield, Massachusetts, USA for rent of $700 plus services per month from a corporation owned and controlled by a director of the Company. The Company expensed $4,383 as office rent plus services for the three months ended February 28, 2019. As of February 28, 2019, the Company has a payable for $1,595 for the rent. 

Three months ended February 28, 2018

As of February 28, 2018, there are no amounts receivable from related parties.

As of February 28, 2018, the Company had payables of $9,816 to related parties to be settled in cash, $112,500 for shares pending issuance and an additional $33,333 payable to be settled by issuance of stock in April, 2018. Amounts due to related parties are unsecured, non-interest bearing and due on demand.

Effective as of October 1, 2017, the Company entered into an employment agreement with Paul Jensen pursuant to which Mr. Jensen serves as President and Chief Operating Officer of the Company. By the terms of the Employment Agreement, Mr. Jensen will receive an annual salary of $200,000, payable as follows. For the period beginning on October 1, 2017 and ending on June 30, 2018, Mr. Jensen shall receive quarterly payments of the Company’s common stock, to be issued 15 days after the end of each three-month calendar quarter.

The Company expensed $19,380 for services provided by the CFO of the Company which was paid to a corporation in which the CFO has an ownership interest, in accordance with the consulting contract. The Company expensed $40,380 (CAD $50,000) for services provided by the CEO of the Company and which was paid to a corporation in which the CEO has an ownership interest, in accordance with the consulting contract.

On March 27, 2017, the board of directors had granted options to the CEO to acquire a total of 1,150,000 common shares. The Company expensed $16,734 for fair value of options which vested during this period.

Effective December 1, 2017, the Company leased office premises at Wakefield, Massachusetts, USA for a rent of $700 per month from a corporation owned and controlled by a director of the Company. The Company expensed $2,100 as lease rent for the quarter ended February 28, 2018.