RELATED PARTY TRANSACTIONS |
6 Months Ended | ||
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May 31, 2019 | |||
RELATED PARTY TRANSACTIONS [Text Block] |
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. Six months ended May 31, 2019 As of May 31, 2019, there are no amounts receivable from related parties. As of May 31, 2019, the Company had an amount payable of $45,000 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. 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. Jensen resigned effective April 1, 2019. The Company expensed $66,667 for the services for the six months ended May 31, 2019 which includes an obligation of the Company to issue shares for $20,000 (see notes 4 and 7). The Company expensed $30,000 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 $43,200, which includes $25,200 for the issuance of 180,000 common shares for services, pursuant to a consulting contract, for services provided by Thrasher (see note 4). 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 $60,000 during the six months ended May 31, 2019. On April 13, 2018, the Company granted options to Buys to acquire a total of 1,500,000 common shares. The Company expensed $8,454 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 expensed $76,374 which includes $46,667 for issuance of 333,333 common shares and $12,500 for issuance of convertible debentures (see note 4). The Company expensed $74,385 for services provided for Wager, which includes $35,000 for issuance of 250,000 common shares and $12,500 for issuance of convertible debentures (see note 4). 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 $8,665 as office rent plus services for the six months ended May 31, 2019. As of May 31, 2019, the Company has a payable for $6,997 for the rent. Current directors and officers of the Company participated in the April 22, 2019 and May 20, 2019 financing for 271 units for total proceeds of $270,588, of which $35,000 was issued for services rendered. Six months ended May 31, 2018 As of May 31, 2018, there are no amounts receivable from related parties. As of May 31, 2018, the Company had a payable of $33,333 to a related party to be settled by issuance of stock and $18,241 payable to related parties to be paid by cash. The payable 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 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 (see note 7). The Company expensed $27,000 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 $78,600 (CAD $100,000) 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 $33,468 for fair value of options which vested during this period. On April 13, 2018, the Company employed Mr. André Buys as the CTO with compensation of $10,000 per month over a three-year period. The Company expensed $16,667 during the six- month period ended May 31, 2018. On April 13, 2018, the Company granted options to Mr. André Buys to acquire a total of 1,500,000 common shares. The Company expensed $2,114 for fair value of options which vested during this period. Effective December 1, 2017, the Company leased office premises at Wakefield, Massachusetts, USA for rent of $700 per month from a corporation owned and controlled by a director of the Company. The Company expensed $4,200 as office rent for the six-months ended May 31, 2018. |