Note 8 - Related Party Transactions and Commitments | 9 Months Ended |
Apr. 30, 2014 |
Notes | ' |
Note 8 - Related Party Transactions and Commitments | ' |
Note 8 - Related Party Transactions and Commitments |
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Management and Other Expenses |
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The Company’s president deferred portions of the first three years of compensation due him. The balances due him as of April 30, 2014 (end of Q3 ’14) totalled $151,000 and as of July 31, 2013 (YE ’13) for amounts deferred totalled $151,000. These back wages are unsecured, non-interest bearing and due upon demand. There was no formal deferred wages agreement and therefore no set repayment date. The Company has recorded these amounts as current in the accompanying balance sheets. |
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Period During Which Wages Were Earned | Portion Deferred | Balance | | | | |
Deferred | | | | |
YE July 31, 2006 | $72,000 | $72,000 | | | | |
YE July 31, 2007 | $38,500 | $110,500 | | | | |
YE July 31, 2008 | $40,500 | $151,000 | | | | |
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In subsequent years the Company contracted for management services from an entity owned by the Company’s president. |
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A short term shareholder loan of approximately $100,000 was received from the president in the year ended July 31, 2013. It was unsecured, non-interest bearing and due upon demand. It appears under ordinary accounts payable on the Balance Sheet, and is unrelated to the accrued wages discussed above. As at April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13), the repayment balance outstanding for this loan was approximately $0 and $(45,000), respectively. |
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During the period January 25, 2005 (Inception) through April 30, 2014 (end of Q3 ’14), the Company paid certain entities owned by members of management for management services rendered. The amounts for the nine months ended April 30, 2014 and 2013 (Q1-Q3 ’14 and Q1-Q3 ’13) were approximately $116,300 and $130,300, respectively, for the three months ended April 30, 2014 and 2013 (Q3 ’14 and Q3 ’13), $39,364 and $39,795, respectively, and for the period January 25, 2005 (Inception) through April 30, 2014 (end of Q3 ’14), $1,530,600. Management has not been drawing paychecks against wages that have been accruing in recent months, and thus as of April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13), the Company owed these entities approximately $142,800 and $77,900, respectively, which is included in accounts payable in the accompanying balance sheets. As of April 30, 2014 (end of Q3 ’14), the president had not taken a paycheck for the past approximately 11 months of pay, approximately $105,000, owed to him. As of April 30, 2014 (end of Q3 ’14), the general manager of operations had not taken a paycheck for the past 11 months of pay, approximately $37,800, owed to him. |
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During the periods presented, the Company was provided multi-media marketing, advertising and website maintenance services from a related entity. The owner of the entity is a small shareholder of the Company, and a relative of the Company’s president. There was no amount due to this entity at April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13). Total services provided from this entity to the Company during the nine months ended April 30, 2014 and 2013 (Q1-Q3 ’14 and Q1-Q3 ’13) were approximately $0 and $21,200, respectively, for the three months ended April 30, 2014 and 2013 (Q3 ’14 and Q3 ’13), $0 and $0 in both periods, and for the period January 25, 2005 (Inception) through April 30, 2014 (end of Q3 ’14), $454,000. |
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Expenses pertaining to the Variable Interest Entity (“VIE”) mentioned in Note 4 are included in Statements of Operations as related party expenses. |
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Royalties and License Fees Pertaining to Exclusive Rights |
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In January 2005, the Company entered into a licensing agreement with a related party whose primary business is the ownership and maintenance of patents concerning the XYO technology, for the exclusive rights in XYO for automatic balancing systems suitable in the balancing and stabilization of rotating systems. These rights enable the Company to manufacture, or have manufactured, sell, and use, the products incorporating this technology, and to sub-license to third parties the right to manufacture or have manufactured, sell and use, the products incorporating this technology. The agreement calls for annual royalties and license fees. Royalties are calculated annually at a rate of 2.5% on any revenue derived from the use of the technology, subject to a varying minimum annual royalty fee of up to $125,000, for a period that is equal to the life of the underlying patents, i.e., until March 7, 2023. The license fees are due annually in escalating amounts as stated in the agreement through January 2015. |
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The agreement also requires 6% annual interest, compounded quarterly, on any unpaid license fees, and 6% annual interest, compounded quarterly, on any unpaid royalty fees outstanding after January 2010. |
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The License Agreement was modified by an Amendment and Waiver of Default effective July 31, 2010, in which ETI waived any rights to terminate the Agreement in the event of non-payment by Perpetual. |
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In connection with the above agreement, the Company incurred royalties for the nine months ended April 30, 2014 and 2013 (Q1-Q3 ’14 and Q1-Q3 ’13) amounting to $56,250 and $56,250, respectively, for the three months ended April 30, 2014 and 2013 (Q3 ’14 and Q3 ’13), $18,750 and $18,750, respectively, and for the period January 25, 2005 (Inception) through April 30, 2014 (end of Q3 ’14), $456,250. Included in accrued expenses as of April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13) are $456,250 and $400,000 relating to unpaid royalty fees. |
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The Company also incurred license fees related to the above agreement, amounting to approximately $55,000 and $47,500 in the nine months ended April 30, 2014 and 2013 (Q1-Q3 ’14 and Q1-Q3 ’13) respectively, $20,000 and $17,500 for the three months ended April 30, 2014 and 2013 (Q3 ’14 and Q3 ’13), respectively, and for the period January 25, 2005 (Inception) through April 30, 2014 (end of Q3 ’14), $575,000. Included in accrued payables as of April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13) are $268,470 and $232,311 relating to unpaid license fees. |
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Included in accrued expenses as of April 30, 2014 (end of Q3 ’14) and July 31, 2013 (YE ’13) are $185,030 and $146,741 of interest accrued on the above amounts outstanding computed in accordance with the agreement. |
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The following minimum payments are required under the aforementioned royalty and licensing agreement: |
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Year ended July 31, | Amount | | | | | |
2014 (remaining three months) | $38,750 | | | | | |
2015 | $160,000 | | | | | |
2016 | $120,000 | | | | | |
Annually thereafter until projected 2023 expiry | $ 75,000 | | | | | |
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General |
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The amounts and terms of related party transactions are not necessarily indicative of the amounts and terms which would have been incurred had the transactions been incurred with unrelated parties. |
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Reconciliation of Related Party Expenses Disclosures to Related Party Expenses Line of Statement of Operations |
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| Nine months ended April 30, 2014 (Q1-Q3 ’14) | Nine months ended April 30, 2013 (Q1-Q3 ’13) | | Three Months Ended April 30, 2014 (Q3 ’14) | Three Months Ended April 30, 2013 | |
(Q3 ’13) |
Management and Other Expenses: | | | | | | |
Management services | $ 116,307 | $130,276 | | $ 39,364 | $39,795 | |
Airfare reimbursement | 451 | - | | - | - | |
Multi-media marketing, advertising and website maintenance services | - | 21,243 | | - | - | |
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Royalties and License Fees Pertaining to Exclusive Rights, excluding interest which appears under Other Income (Expense) | | | | | | |
111,250 | 103,750 | 38,750 | 36,250 |
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Variable Interest Entity outlined in Note 4: | | | | | | |
Marketing services | 2,402 | 149,178 | | - | 2,454 | |
Rent | 25,243 | 27,037 | | 8,144 | 8,843 | |
Offset for legal fees paid on VIE’s behalf | -1,201 | - | | - | - | |
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Total Related Party Expenses | $ 254,452 | $431,484 | | $ 86,258 | $87,342 | |
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