CONSULTING FEES | a). RELATED PARTIES The Company recognizes that it is essential to attract and retain officers and directors who are qualified, capable and willing to serve the Company. Each one of them performs a valuable service for the Company and is entitled to and should be fairly compensated for such services and the duties and responsibilities imposed by the Company, its bylaws, federal and state statutes, and various regulatory bodies. On December 1, 2014, the Board of Directors of the Company, in recognition of the valuable services performed by its officers and executives, approved issuance of 16,250,000 common shares at the market price of $0.041 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P on the date of the resolution, and recognized $666,250 of consulting expense. Additionally, the Company issued 427,350 common shares, as a result of the Company's compensation agreement entered into on December 1, 2014 with executives of the Company. According to the agreements, to the extent of any compensation owing to executives shall not have been paid as of the end of any calendar month, the Company may issue, or cause to be issued to those officers willing to accept same, in lieu of cash or other forms of payments for such services rendered, such number of shares of restricted common shares of the Company as shall be determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on to the date of the notice by any such officer to the Company that he elects to be paid in shares of common stock. All shares of common stock issued pursuant to the agreements shall be restricted pursuant to the provision of Rule 144 promulgated by the Securities Exchange Commission. As a result, the Company issued 427,350 common shares at a conversion price of $0.035 per common shares, which represents the closing price per share of the Company's common share as reported by Bloomberg, L.P prior to the date of the notice of intention. The Company issued shares as per the agreement and consequently recognized a net loss of $2,457 during the period. b). THIRD PARTIES The Company recognizes that it is essential to attract and retain officers and directors who are qualified, capable and willing to serve the Company. Each one of them performs a valuable service for the Company and is entitled to and should be fairly compensated for such services and the duties and responsibilities imposed by the Company, its bylaws, federal and state statutes, and various regulatory bodies. On July 17, 2014, the Company entered into an engagement agreement, with seven (7) highly regarded professionals to become members of the "Medical Advisory Board" (the "Advisory Board") established by the Company. The primary responsibilities of the members of the Advisory Board include facilitating to explore potential business avenues and apprising of technological, competitive and other developments to the Company. In consideration of the services to be rendered by each members of the Advisory Board, the Company issued 250,000 common shares to each member on signing of the agreement. As a result of the engagement, the Company issued a total of 1,750,000 common shares at the price of $0.102 per common share, the closing price of the Company's stock as reported by Bloomberg, L.P. Consequently a consulting expense of $178,500 was recognized in our statements of operations for the nine months period ended March 31, 2015. Beginning on the first anniversary date of the engagements of the member of the Advisory Board, and continuing on each successive anniversary thereafter, the Company may issue as yet undetermined number of warrants to each member of the Advisory Board to purchase additional shares of the Company. The exercise price of the warrant will be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant. The Board of Directors of the Company will determine annually for the number of shares to be allotted. As the number of warrants to be issued will not be determined until after the first anniversary date of the engagement agreement, no compensation value has been assigned to the future issuance of this undetermined number of warrants at this time. The granting of warrants is at the discretion of the Board of Directors, and the number of warrants to be granted will be determined at the grant date. Per the agreement with each member of the advisory Board, certain services were required to be provided by the members to earn additional shares of the Company through the warrants. Since the signing of the agreements, no services were provided to the Company as anticipated. Therefore, the Board of the Company decided, in the best interest of the Company, not to issue any warrants to the members of the advisory Board. Under the agreement, no cash benefit was agreed and compensation for services was to be paid only through shares or warrants of the Company. As of the date of the issuance of this financial statements, the Board of Directors of the Company has not approved issuance of these warrants nor does the Company expect to issue any warrants in the near future. On December 1, 2014, the Board of Directors of the Company, in recognition of the valuable services performed by a consultant of the Company for services performed in relation to investor relations, approved issuance of 250,000 common shares at the market price of $0.041 per common shares for a total sum of $10,250. The Company issued 250,000 common shares during the quarter on January 12, 2015. |