Note 4. Related Party Transactions and Balances | 9 Months Ended |
Jan. 31, 2014 |
Notes | ' |
Note 4. Related Party Transactions and Balances | ' |
NOTE 4. RELATED PARTY TRANSACTIONS AND BALANCES |
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The details of related party balances are as follows: |
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| | 31-Jan-14 | | | 30-Apr-13 | |
| | $ | | | $ | |
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Accounts payable to related parties | | | | | | | | |
- Unpaid remuneration | | | — | | | | — | |
- Balances owing to Mercuriali Ltd. | | | — | | | | — | |
- Unreimbursed expenses | | | 457 | | | | 5,849 | |
Accounts payable to related parties | | | 457 | | | | 5,849 | |
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Accounts payable to related parties convertible into shares | | | | | | | | |
- Unpaid remuneration | | | 40,062 | | | | 75,414 | |
- Balances owing to Mercuriali Ltd. | | | 33,188 | | | | 33,188 | |
- Unreimbursed expenses | | | — | | | | 11,724 | |
Accounts payable to related parties convertible into shares | | | 73,250 | | | | 120,326 | |
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Advances from related parties | | | | | | | | |
- Advances from directors | | | 96,489 | | | | 93,481 | |
Advances from related parties | | | 96,489 | | | | 93,481 | |
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Advances from related parties convertible into shares | | | | | | | | |
- Advances from a director | | | 109,992 | | | | 50,000 | |
Advances from related parties convertible into shares | | | 109,992 | | | | 50,000 | |
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ACCOUNTS PAYABLE TO RELATED PARTIES (INCLUDING CONVERTIBLE INTO SHARES) |
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The amount due to related parties consists of unpaid remuneration and unreimbursed expenses to the former CEO, former CFO, former COO and a contract consultant, net of the amounts forgiven under the termination agreements, together with advances from the former CEO and Mercuriali . The former CEO and former COO were also directors during the period. Mercuriali Ltd is a company controlled by Mr. Nicholson the CEO and CFO. These liabilities, other than the balance owing to Mercuriali and the former CEO, are unsecured, non-interest bearing, and have no specific terms of repayment. |
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Unpaid remuneration |
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On May 12, 2010 Biostrategies Consulting Group Inc. the holder of 27,500,000 shares of common stock of the Company transferred 9,166,666 of these shares to Drasko Puseljic. Biostrategies Consulting Group Inc. is 100% privately owned by Dr. Samuel Asculai the CEO and a director of the Company. Mr. Puseljic had a 10-year service agreement with the company to assist in business development, contract administration and co-ordination of SEC filings with management and the Company’s SEC counsel. With his holdings, Mr. Puseljic has more than 5% of the outstanding equity of the Company and became a “related party”. Mr Puseljic billed the Company $150,000 during each of the previous fiscal years ended up to April 30, 2012. At April 30, 2013 Mr. Puseljic was owed $400,625 in unpaid fees. No such expenses have been accrued by the company since May 31, 2012 as they have been waived by Mr. Puseljic. On March 5, 2013 Mr. Puseljic entered a termination agreement with the company (the “Puseljic Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Mr. Puseljic forgives all of the unpaid fees except for $20,031 which amount will be converted into five million three hundred twenty seven thousand four hundred and sixty (5,327,460) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the previous year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Mr. Puseljic forgave all of the unpaid fees except for $20,031. Further, the unpaid fee balance of Dr. Asculai of $20,031 described in the following paragraph, together with the associated share conversion, was also transferred to Mr. Puseljic’s balance. Therefore, Mr. Puseljic’s balance of $40,062 is included in total unpaid remuneration balance as at January 31, 2014 and April 30, 2013, which amount will be converted into ten million six hundred fifty four thousand nine hundred and twenty (10,654,920) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). |
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The Company incurred monthly consulting fee expenses of $12,500 to either Samuel Asculai or Biostrategies Consulting Group Inc. (“Biostrategies”), a private Ontario company wholly owned by Samuel Asculai, the Company’s then CEO and Director. The Company recorded $150,000 as an expense during each of the previous fiscal years ended up to April 30, 2012. At April 30, 2013, $400,625 of these expenses were unpaid. No such expenses have been accrued by the company since May 31, 2012 because these have been waived by Biostrategies and Dr. Asculai. |
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On March 5, 2013 Biostrategies and Dr. Asculai entered a termination agreement with the Company (the “Asculai Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Biostrategies and Dr. Asculai forgive all of the unpaid fees except for $20,031 which amount will be converted into five million three hundred twenty seven thousand four hundred and sixty (5,327,460) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the previous year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Dr. Asculai forgave all of the unpaid fees except for $20,031 which was transferred, together with the associated share conversion, to the balance of Mr. Puseljic. |
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On December 20, 2010 the Company entered into an employment agreement with Brian Lukian, our then Chief Financial Officer. The agreement had an initial term of five years, which was renewable for additional two year periods after such initial term and provided for payment for services provided by Mr. Lukian from May 1, 2010. Pursuant to the agreement, Mr. Lukian received a base salary and was eligible to participate in any bonus plan established by the company for employees and consultants. Mr. Lukian's base salary was $150,000 per annum. Mr Lukian billed the Company $150,000 during each of the previous fiscal years ended up to April 30, 2012. |
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The employment agreement with Mr. Brian Lukian was terminated on May 31, 2012 as a result of his resignation from the Company. At April 30, 2013, Mr. Lukian was owed $307,047 in unpaid fees. On March 5, 2013 Mr. Lukian entered a termination agreement with the company (the “Lukian Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Mr. Lukian agreed to forgive all of the unpaid fees except for $15,352 which amount will be converted into four million eighty three thousand and seventy two (4,083,072) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the previous year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Mr. Lukian forgave all of the unpaid fees except for $15,352 which was included in total unpaid remuneration balance of October 31, 2013 and April 30, 2013. |
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Effective January 30, 2014, the Company and Mr. Lukian entered into an amendment to the Lukian Termination Agreement (the “Lukian Termination Amendment Agreement”) pursuant to which Mr. Lukian agreed to convert the $15,532 of unpaid fees due to him into 4,083,072 shares of the Company’s common stock. The Company has instructed its transfer agent to issue shares to Mr. Lukian pursuant to the Lukian Termination Amendment Agreement and expects these shares to be issued in the quarter ending April 30, 2014. Mr Lukian also agreed to convert unreimbursed expenses into shares as further disclosed below under the heading Unreimbursed expenses. These shares have been classified as shares to be issued (See Note 5). Except for the obligations set out in the Lukian Termination Amendment Agreement, Mr. Lukian has released the Company from all claims and causes of action. A copy of the Lukian Termination Amendment Agreement is attached hereto as Exhibit 10.6. |
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The Company incurred monthly employment expenses of $12,500 to Chris Hovey, the Company’s then Chief Operating Officer. The Company recorded $150,000 as an expense during each of the previous fiscal years ended up to April 30, 2012. At April 30, 2013, $400,000 of these expenses were unpaid. No such expenses have been accrued by the company since May 31, 2012 because these have been waived by Mr. Hovey. On March 5, 2013, Mr. Hovey entered into a termination agreement with the Company (the “Hovey Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Mr. Hovey agreed to forgive all of the unpaid fees except for $20,000 which amount was to be converted into five million three hundred nineteen thousand one hundred and forty nine (5,319,149) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Mr. Hovey forgave all of the unpaid fees except for $20,000 which was included in total unpaid remuneration balance of October 31, 2013 and April 30, 2013. |
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Effective January 30, 2014, the Company and Mr. Hovey entered into an amendment to the Hovey Termination Agreement (the “Hovey Termination Amendment Agreement”) pursuant to which Mr. Hovey agreed to convert the $20,000 of unpaid fees due to him into 5,319,149 shares of the Company’s common stock. The Company has instructed its transfer agent to issue shares to Mr. Hovey pursuant to the Hovey Termination Amendment Agreement and expects these shares to be issued in the quarter ending April 30, 2014. Mr. Hovey also agreed to convert unreimbursed expenses into shares as further disclosed below under the heading Unreimbursed Expenses. These shares have been classified as shares to be issued (See Note 5). Except for the obligations set out in the Hovey Termination Amendment Agreement, Mr. Hovey has released the Company from all claims and causes of action. A copy of the Hovey Termination Amendment Agreement is attached hereto as Exhibit 10.6. |
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Balance owing to Mercuriali Ltd. |
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On July 12, 2010 the Company entered into a Termination and Settlement Agreement (the "Settlement Agreement") with Mercuriali Ltd. (“Mercuriali”) , a company controlled by Donald Nicholson, a then director of the Company and now a director and the Company’s President, Chief Executive Officer and Chief Financial Officer. The Settlement Agreement terminated a Letter of Intent between the Company and Mercuriali regarding a proposed merger between the Company and Mercuriali as part of a larger transaction involving the reverse merger of the Company into a company listed on AIM, a sub-market of the London Stock Exchange. Neither the merger between Mercuriali and the Company, nor the reverse merger of the Company and the AIM listed company took place. Under the Settlement Agreement, the Company agreed to pay Mercuriali expenses incurred pursuant to the Letter of Intent of GBP22,082 payable at a rate of 5% of gross funds raised by the Company. After receiving proceeds from financing the Company will pay 5% of the gross proceeds to Mercuriali until the obligation has been paid. Other than the items provided for in the Termination Agreement, the Company and Mercuriali released each other from all claims relating to the Letter of Intent. Through the previous year ended April 30, 2012 the Company has raised $60,000 of funds from the issuance of Common Stock, 5% of this or $3,000 should have been paid to satisfy this obligation; however, only $1,500 was paid during the previous fiscal years ended April 30, 2013. As of January 31, 2014 and April 30, 2013 the balance owed to Mercuriali is $33,188. The balance is secured by the assets of the Company. Upon the Company restructuring at least seventy five percent (75%) of its outstanding debt substantially in accordance with the Restructuring Plan and upon the Company raising additional financing of at least $250,000, Mercuriali shall convert the total amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.00376 per share. |
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ADVANCES FROM RELATED PARTIES (INCLUDING CONVERTIBLE INTO SHARES) |
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As of January 31, 2014 and April 30, 2013, the Company owed in total $206,481 and $143,481, respectively, in respect of total advances from Dr. Asculai its former CEO and Mercuriali Ltd, a company controlled by Mr. Nicholson the Company’s CEO. The advances due to Dr. Asculai and Mercuriali Ltd are secured by the assets of the Company, and do not bear interest. |
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On March 4, 2013 the Company, Dr. Asculai and Mercuriali Ltd. entered into a Loan Agreement (the “Loan Agreement”) under which Mercuriali advanced the Company fifty thousand United States dollars ($50,000) and which provided for the possibility of further advances by Mercuriali to the Company. As at January 31, 2014, Mercuriali has advanced a total of $109,992 to the Company pursuant to the Loan Agreement. Upon the Company restructuring at least seventy five percent (75%) of its outstanding debt substantially in accordance with the Restructuring Plan and upon the Company raising additional financing of at least $250,000, Mercuriali shall convert the amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.00376 per share. The Loan Agreement also provides that upon the Company restructuring at least seventy five percent (75%) of its outstanding debt substantially in accordance with the Restructuring Plan, Dr. Asculai shall convert fifty percent (50%) of the amounts owed to him into common shares of the Company at a conversion price of $0.00376 per share. The remainder of the amount owed to Dr. Asculai is to be paid in quarterly installments after the Company has cumulatively raised one million United States dollars. During the year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, $86,803 representing 50% of Dr. Asculai’s balance outstanding as at October 31, 2012 were converted into 23,085,772 common shares of the Company which were issued June 7, 2013. |
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Unreimbursed expenses |
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The unreimbursed expenses included within Accounts Payable to related parties represent expenses incurred on behalf of the Company by Mr. Chris Hovey, Mr. Brian Lukian and Mercuriali and a contract consultant. As at the effective date of the Hovey Termination Amendment Agreement, the Company owed Mr. Hovey $1,530 in unreimbursed expenses (the “Additional Unreimbursed Expenses”). Pursuant to the Hovey Termination Amendment Agreement, the Additional Unreimbursed Expenses will be converted into 191,250 shares of the Company’s common stock. As at the effective date of the Lukian Termination Amendment Agreement, the Company owed Mr. Lukian $2,137 in unreimbursed expenses (the “Unreimbursed Expenses”). Pursuant to the Lukian Termination Amendment Agreement, the Unreimbursed Expenses will be converted into 267,125 shares of the Company’s common stock. As of January 31, 2014 unrembursed expenses owed to Mercuriali amounted to 5,312.81 ($8,804.92) and were immediately due and payable. Effective January 31, 2014 Mercuriali and the Company agreed that these expenses would be treated as part of the Mercuriali Loan Amount under the Loan Agreement and accordingly this amount was transferred to Advances from Related Parties convertible into shares. |
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The unreimbursed expenses at April 30, 2013 of $11,724 included within Accounts Payable to related parties convertible into shares represent expenses incurred by Mr. Chris Hovey on behalf of the Company. Pursuant to the Hovey Termination Agreement the Company agreed to reimburse these expenses upon raising an aggregate one million dollars. In addition, Mr. Chris Hovey had the option, upon the Company entering into cumulative fundraisings of at least $150,000, to convert within 5 business days these expenses of $11,724 into three million one hundred eighteen thousand two hundred and seventy one (3,118,271) common shares of the Corporation. Effective January 30, 2014, under the Hovey Termination Amendment Agreement the $11,724 of unreimbursed expenses will be converted into 3,118,271 shares of the Company’s common stock. The Company has instructed its transfer agent to issue shares to Mr. Hovey pursuant to the Hovey Termination Amendment Agreement and expects these shares to be issued in the quarter ending April 30, 2014. |
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All shares issued under the Hovey Termination Amendment Agreement and the Lukian Termination Amendment Agreement have been classified as shares to be issued (See Note 5). |
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OTHER INFORMATION |
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On February 13, 2013, Dr. Samuel S. Asculai resigned his position as President and CEO of the Company and was appointed Chief Scientific Officer (“CSO”) and Chairman of the Board of Directors of the Company. On March 5, 2013 Biostrategies entered into a new consulting agreement with the Company for the services of Dr. Asculai as the Company’s CSO (the “Asculai Consulting Agreement”). Prior to the Corporation having completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Biostrategies will make no charge for services. Once the Company has completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Biostrategies’ base compensation shall be increased to five thousand United States dollars (US $5,000) per month. Once the Company has raised an aggregate total of one and a half million United States dollars (US $1,500,000) of financing, Biostrategies’ base compensation shall be increased to ten thousand United States dollars (US $10,000) per month. |
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On February 13, 2013 Mr Donald Nicholson was appointed to the roles of President, CEO and CFO of the the Company. On March 5, 2013 Mercuriali entered into a consulting agreement with the Company for the services of Mr. Nicholson as the Company’s President, CEO and CFO (the “Mercuriali Consulting Agreement”). Prior to the Corporation having completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Mercuriali will make no charge for services. Once the Corporation has completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Mercuriali’s base compensation shall be increased to five thousand United States dollars (US $5,000) per month. Once the Corporation has raised an aggregate total of one and a half million United States dollars (US $1,500,000) of financing, Mercuriali’s base compensation shall be increased to ten thousand United States dollars (US $10,000) per month. |
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On March 4, 2013 the Company and Mercuriali entered into a security agreement (“Security Agreement”) on the same terms as the existing Security Agreement between the Company and Dr. Asculai in respect of all amounts owed to Mercuriali. This agreement provides Mercuriali with a general security interest in all the assets of the Company. |
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On March 5, 2013 Mr. Puseljic entered into a new employment agreement with the Company (the “Puseljic Employment Agreement”). Pursuant to this agreement, Mr. Puseljic will provide certain legal services to the Company. Prior to the Company having completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Mr. Puseljic will make no charge for services. Once the Company has completed cumulative financings of at least five hundred thousand United States dollars ($500,000) Mr. Puseljic’s base compensation shall be increased to five thousand United States dollars (US $5,000) per month. Once the Company has raised an aggregate total of one and a half million United States dollars (US $1,500,000) of financing, Mr. Puseljic’s base compensation shall be increased to ten thousand United States dollars (US $10,000) per month. |