RELATED PARTY TRANSACTIONS | As of January 31, 2018, and January 31, 2017, related parties are due a total of $362,060 and $616,994, respectively January 31, 2018 Related party payables (1)(2)(4)(5)(6)(7) $ 505,035 $ 293,714 Notes payable (3)(4) 30,000 323,280 Total related party transactions $ 537,325 $ 616,994 Related party payable Mr. Jeffery Taylor (1)(3) Mr. Don Lee Taylor (1)(3) Ms. Jennifer Taylor (2) Mr. Michael Rountree (4) L. John Lewis (5) S. Randall Oveson (6) Mr. Andy Tucker (7) Total Balance, January 31, 2016 $ 9,583 $ 8,750 $ - $ - $ - $ - $ - $ 18,333 Add: Management fees 115,000 105,000 - 25,000 - - - 245,000 Advertising and marketing - - - 100,000 - - - 100,000 Administrative costs - - 18,000 - - - - 18,000 Reimbursed expenses 35,412 47,064 - 540 - - - 83,016 Accrued loan interest 152 152 - 826 - - - 1,130 Deduct: cash payment (77,807 ) (85,958 ) (8,000 ) - - - - (171,765 Balance, January 31, 2017 82,340 75,008 10,000 126,366 - - - 293,714 Add: Management fee 115,000 105,000 - 305,000 80,000 80,000 73,334 758,334 Advertising and marketing 900,000 - - - 900,000 Administrative costs - - 27,000 - - - - 27,000 Reimbursed expenses 7,523 6,743 2,456 72,726 - - - 89,448 Accrued loan interest 150 150 - 4,643 - - - 4,943 Deduct: cash payment (137,555 ) (137,774 ) (36,456 ) (775,313 ) - - - (1,087,098 ) Assigned to third party (481,306 ) (481,306 ) Balance, January 31, 2018 $ 67,458 $ 49,127 $ 3,000 $ 152,116 $ 80,000 $ 80,000 $ 73,334 $ 505,035 (1) Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable. (2) During the fiscal years ended January 31, 2018 and 2017 the Company was invoiced a total of $27,000 and $18,000, respectively, as consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors. (3) On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2018 and 2017, the Company accrued interest of $300 and $304, respectively, with respect to the aforementioned notes. The notes were not repaid on their due dates of August 17, 2016 and are now due on demand. (4) On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company's Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $80,000 in the current fiscal year end under the terms of this agreement. Rountree Consulting Inc. ("Rountree"), a company controlled by our COO, provides marketing and advertising services, site and app hosting and network administration, support finance and bookkeeping work and technical & design services to the Company. During the nine-month period ended October 31, 2017, Rountree Consulting Inc. invoiced $1,125,000 of which $225,000 was recorded as management fees and $900,000 was recorded as advertising and marketing fees. There were no further fees invoiced from Rountree Consulting in the fourth quarter of fiscal 2018. During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $293,280 from Rountree for operating expenses. The notes bear interest at a rate of 1% per annum and are each due three months from issue date. None of the notes were retired upon maturity and the total balance remains payable. During the nine-month period ended October 31, 2017, the Company received further accumulated advances of $633,195 from Mr. Rountree. The notes bear interest at a rate of 1% per annum and are each due three months from issue date. During the year up to October 31, 2017 a total of $926,475 became due and payable on the three-month anniversary of each advance. As of October 31, 2017, the Company has accrued interest of $5,469 in respect of the accumulated amount payable. Effective October 31, 2017, a third party agreed to purchase debt owed to Mr. Rountree in the amount of $1,407,781 including certain debt in the principal amount of $926,475 plus accrued interest of $5,468 and certain unpaid invoices owed to Rountree of $475,838). (ref Note 12 – Convertible note) (5) On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief Executive Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $80,000 in the current fiscal year end under the terms of this agreement. (6) On June 21, 2017, Ga-Du entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Overson has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $80,000 in the current fiscal year end under the terms of this agreement. (7) On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker has a base salary at an annual rate of $120,000. Compensation payments shall be divided into twelve (12) equal monthly payments, payable in arrears on the last day of each month following the commencement of the agreement, provided that any partial month worked shall be payable on the last day of such partial month. We recorded $73,334 in the current fiscal year end under the terms of this agreement. Mr. Tucker holds approximately 8.88% of the Company's issued and outstanding shares. |