Related Party Transactions and Balances | NOTE 4. RELATED PARTY TRANSACTIONS AND BALANCES The details of related party balances are as follows: January 31, 2016 $ April 30, 2015 $ Unpaid remuneration 47,730 Unreimbursed expenses 457 457 Accounts payable to related parties 48,187 457 Unpaid remuneration 151,432 40,062 Balances owing to Mercuriali Ltd. 33,188 33,188 Accounts payable to related parties convertible into shares 184,620 73,250 Advances from a related party 96,489 96,489 Advances from a related party convertible into shares 233,998 174,417 ACCOUNTS PAYABLE TO RELATED PARTIES: Unpaid remuneration The outstanding balance of $47,730 as at January 31, 2016 represents the cash element of amounts due to related parties in connection with the consulting and employment amendment agreements effective August 1, 2015 and signed on November 19 and November 25, 2015. The Company amended the consultancy and employment agreements of each member of its management team; Mr. Donald Nicholson, Mr. Samuel Asculai and Mr. Drasko Puseljic effective August 1, 2015. Each of these agreements was amended to bring forward the start of remuneration payments with such payment being contingent on receipt of Transaction Monies (as such term is defined in the agreements), in exchange for a reduction in minimum payment obligations and minimum termination payments payable in certain circumstances. In the opinion of the Board the revised remunerations structure incentivizes management, aligns better with the Companys future strategy and service requirements, and reduces the potential cost on a change of control which may have had a negative effect on future potential corporate transactions. In addition, the Company entered into a Directors Services Agreement with Frode Botnevik, its independent Director. On November 19, 2015, the Company and Mr. Nicholson and Mercuriali Ltd., a company controlled by Mr. Nicholson the Companys President & CEO, entered into an agreement effective August 1, 2015, to amend the Mercuriali Consulting Agreement (the Mercuriali Amendment Agreement). The Mercuriali Amendment Agreement amends the conditions under which Mercuriali will begin to receive remuneration under the Mercuriali Consulting Agreement. A copy of the Mercuriali Amendment was included in the Companys Form 8-K filed on November 25, 2015. On November 19, 2015, the Company and Mr. Asculai and Biostrategies Consulting Group, a company controlled by Mr. Asculai, the Companys Chairman and Chief Scientific Officer, entered into an agreement effective August 1, 2015 to amend the Asculai Consulting Agreement (the Asculai Amendment Agreement). The Asculai Amendment Agreement amends the conditions under which Biostrategies will begin to receive remuneration under the Asculai Consulting Agreement. A copy of the Asculai Amendment was included in the Companys Form 8-K filed on November 25, 2015. On November 19, 2015, the Company and Mr. Puseljic entered into an agreement effective August 1, 2015 to amend the Puseljic Employment Agreement (the Puseljic Amendment Agreement). The Puseljic Amendment Agreement amends the conditions under which Mr. Puseljic will begin to receive salary under the Puseljic Employment Agreement. A copy of the Puseljic Amendment was included in the Companys Form 8-K filed on November 25, 2015. On November 25, 2015, the Company and Mr. Frode Botnevik entered into a Directors Services Agreement effective August 1, 2015 relating to Mr Botneviks services as a Director of the Company (the Botnevik Services Agreement). The Botnevik Services Agreement states the conditions under which Mr. Botnevik will begin to receive remuneration. A copy of the Botnevik Services Agreement was included in the Companys Form 8-K filed on November 25, 2015. Under the above agreements the Corporation may be liable to pay the total aggregate sum of $80,000 for the period August 1, 2015 to October 31, 2015 to be satisfied seventy percent (70%) in common shares of Corporation at the lower of $0.00406 or the Conversion Price (as defined by The Vis Vires Promissory Note) at which The Vis Vires Promissory Note converts and thirty percent (30%) in cash, all such payments conditional on the receipt of Transaction Monies (as such term is defined in the relevant agreements) of $1,000,000 on or prior to November 20, 2016. Post November 1, 2015 service fee obligations under the Mercuriali Amendment Agreement, Asculai Amendment Agreement and Puseljic Amendment Agreement each comprise a monthly retainer of seven thousand United States dollars (US$7,000) for up to fourteen (14) hours of Services per week, plus one hundred United States dollars ($100) per hour of Services provided in excess of fourteen (14) hours per week based on the level of services provided and invoiced as further set out in the agreements. Post November 1, 2015 service fee obligations under the Botnevik Services Agreements comprises a quarterly retainer of two thousand five hundred United States dollars (US$2,500) for up to twenty five (25) hours of Services per quarter, plus one hundred United States dollars ($100) per hour of Services provided in excess of twenty five (25) hours per quarter based on the level of services provided and invoiced as further set out in the agreement. For the period November 1, 2015 to January 31, 2016 payments due to be satisfied seventy percent (70%) in common shares of Corporation at the lower of $0.00406 or the Conversion Price (as defined by The Vis Vires Promissory Note) at which The Vis Vires Promissory Note converts and thirty percent (30%) in cash, all such payments conditional on the receipt of Transaction Monies (as such term is defined in the relevant agreements) of $1,000,000 on or prior to November 20, 2016. The price of $0.00406 was set at 58% of the average of the lowest three closing trading prices for the common stock during the ten trading days prior to November 19, 2015, on the calculation basis described in the Vis Vires Promissory Note. The Vis Vires Promissory Note was included in the Companys Form 8-K filed on June 25, 2015. Unreimbursed expenses The outstanding balance of $457 represents amounts due to a related party in connection with the expenses incurred by it on behalf of the Company. The amounts due do not bear any interest and is repayable on demand. ACCOUNTS PAYABLE TO RELATED PARTIES CONVERTIBLE INTO SHARES: The outstanding balance comprise of unpaid remuneration to related parties and a balance owing to Mercuriali Ltd as detailed below: Unpaid remuneration 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. (Biostrategies) is 100% privately owned by Dr. Samuel Asculai, the CSO 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 Companys 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 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 Companys 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. 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. Puseljics balance. Therefore, Mr. Puseljics balance of $40,062 is included in total unpaid remuneration balance as at January 31, 2016, which amount will be converted into ten million six hundred fifty four thousand nine hundred and twenty (10,654,920) common shares of the Companys stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). The Company incurred monthly consulting fee expenses of $12,500 to either Biostrategies or Samuel Asculai, the Companys 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 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 Companys 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, which amounted to $40,062 at January 31, 2016. In addition, the outstanding balance as at January 31, 2016 includes $111,370 representing amounts due to related parties, which may be payable in shares, under the consulting and employment amendment agreements effective August 1, 2015 and signed on November 19 and November 25, 2015 as summarised above under Accounts Payable to Related Parties; Unpaid remuneration. Balance owing to Mercuriali Ltd. 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 Companys 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 GBP 22,082 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 July 31, 2015 the balance owed to Mercuriali is $33,188. Pursuant to a loan agreement between Mercuriali, Sam Asculai and the Company entered into effective March 4, 2013 as amended March 3, 2014, September 29, 2015 and January 22, 2016(the Loan Agreement), the amounts owing to Mercuriali under the Settlement Agreement became payable under the Loan Agreement in accordance with its terms. 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. The balance is secured by all of the assets of the Company and does not bear interest. ADVANCES FROM A RELATED PARTY As of January 31, 2016, the Company owes $96,489 (April 30, 2015 - $96,489) in respect of advances from Dr. Asculai, its former CEO and current Chief Scientific Officer and Chairman of the Board, pursuant to the Loan Agreement. This balance is to be paid in quarterly installments after the Company has cumulatively raised one million United States dollars. The Advances are secured by all of the assets of the Company and do not bear interest. ADVANCES FROM A RELATED PARTY CONVERTIBLE INTO SHARES These advances are from Mercuriali Ltd. pursuant to the Loan Agreement . As at January 31, 2016, Mercuriali has advanced a total of $233,998 (April 30, 2015 - $174,417) to the Company pursuant to the Loan Agreement. Mercuriali shall convert $183,523 of the amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.00376 per share and $50,475 of the amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.0047753 per share or, if lower, the conversion price at which the promissory note the Company issued to Vis Vires converts upon the Company raising additional financing of at least $250,000. Effective September 29, 2015, the Company entered into a Loan Agreement (Amendment 3) with Mercuriali Ltd. and Samuel Asculai. This agreement amended loan agreements between the parties dated March 4, 2013 and March 3, 2014 and provided for a loan of US$45,000 from Mercuriali Ltd. and Samuel Asculai in the event no additional third party monies were received by the Company. Upon certain conditions set out in the Loan Agreement (Amendment 3), the amounts so loaned by Mercuriali Ltd. and Samuel Asculai will be convertible into common shares of the Company at the lower of $0.0047753 or the conversion price at which the promissory note the Company issued to Vis Vires converts. See Note 5; Convertible Promissory Note. The price of $0.0047753 was set at 58% of the average of the lowest three closing trading prices for the common stock during the ten trading days prior to September 25, 2015, on the calculation basis described in the Vis Vires promissory note. Effective January 22, 2016, the Company entered into a Loan Agreement (Amendment 4) with Mercuriali Ltd. and Samuel Asculai. This agreement amends loan agreements between the parties dated March 4, 2013, March 3, 2014 and September 29, 2015 and provides for an increase in the loan amounts by Mercuriali Ltd. and Samuel Asculai in the event no additional third party monies are received by the Company from US$45,000 to US$90,000. Upon certain conditions set out in the Loan Agreement (Amendment 4), the amounts so loaned by Mercuriali Ltd. and Samuel Asculai will be convertible into common shares of the Company at the lower of $0.0047753 or the conversion price at which the promissory note the Company issued to Vis Vires converts. The advances from Mercuriali Ltd and Samuel Asculai are secured on all of the assets of the Company and do not bear interest. |