• Filing Date: 2019-06-14
  • Form Type: 10-K
  • Description: Annual report
v3.19.2
OTHER ITEMS
12 Months Ended
Mar. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ITEMS

NOTE 11 – OTHER ITEMS

 

  (a) Investor relations agreements

The Company currently has contracts with several investor relations specialists to help support the ongoing financing activities of the business.

 

On June 27, 2018, the Company entered into a Master Services Agreement with investor relations company 1, pursuant to which for an initial three month term, the third party shall provide services related to advising and assisting the Company in developing and implementing appropriate plans and materials for presenting the Company and its business plans, strategy and personnel to the financial community, introducing the Company to the financial community through the use of social media, digital media and other online awareness campaigns. The aggregate fees in the amount of $160,000 are payable to the third party during the initial three-month term. On July 23, 2018 the Board of Directors approved the issuance of a warrant to the third party exercisable for 75,000 shares of common stock at an exercise price of $0.01 per share. As of September 30, 2018, the Company recognized $114,500 of stock-based compensation expense related to the 50,000 warrants that had vested as of that date based on a fair value of $2.29 per warrant. On October 9, 2018, 50,000 shares of common stock were issued to the third party, as a result of the third party’s exercise of 50,000 warrants on September 24, 2018. At March 31, 2019, all liabilities for share based compensation were considered fully settled. It was agreed by both parties that there is no further obligation to issue the remaining 25,000 warrants.

 

On August 31, 2018, the Company entered into an agreement to receive investor relations services from investor relations company 2. The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3-month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement. On November 30, 2018, 20,000 shares of common stock were issued to investor relations company 2 in compensation for services performed over the previous 3 months. A fair value of $1.90 was established based on the closing price of the common stock on November 30, 2018 and $38,000 was expensed. This fulfilled all liabilities in relation to this agreement and as of November 30, 2018 the agreement was terminated.

 

On December 1, 2018 a new agreement was entered into to receive investor relations services from investor relations company 2. The term of the agreement is 1 year, although cancellable at the end of each three-month period if certain performance obligations are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock. A cash payment of $22,500 will be made at the beginning of each quarter and 12,500 shares of restricted common stock will be issued at the end of each quarter dependent on the performance obligations being met.

 

On March 1, 2019, the existing agreement with investor relations company 2 was cancelled and replaced with a rolling monthly contract. At this point it was agreed that there was no obligation to issue the 12,500 shares that were part of the compensation for the December 1, 2018 contract. Compensation for the new agreement is a rolling contract in the form of a $5,000 payment made at the beginning of each month. There is no stock based compensation included in this agreement.

 

On December 11, 2018 the Company entered into an agreement to receive investor relations services from investor relations company 3. The term of this agreement is 3 months. Compensation is partly in cash and partly in restricted common stock. At the beginning of each month a cash payment of $10,000 will be made and 15,000 shares of restricted stock will be issued. As a result of this agreement a total of 45,000 shares were issued with an average fair value of $1.05, $47,400 was expensed in relation to this agreement.

 

On March 18, 2019 the Company cancelled its existing agreement and entered into a new agreement with investor relations company 3. The term of this contract has been agreed to be on a month to month basis. Compensation is partly in cash and partly in restricted common stock. At the beginning of each monthly term a cash payment of $5,000 will be made and 7,500 shares of restricted stock will be issued. At March 31, 2019 7,500 shares had been issued in relation to this contract. A fair value of $1.03 with a total value of $7,725, $3,240 of this cost has been treated as a prepayment as the contract length spans the month end.

 

  (b) Management Consulting Agreement

On December 3, 2018, the Company entered into an agreement to receive management consulting advice from management consulting company 1. The term of this agreement is 12 months but is cancellable prior to this date on written notice to the other party. Compensation is partly in cash and partly in restricted stock. A cash payment of $25,000 together with the issuance of 12,500 shares of restricted common stock was made at the inception of the agreement and will be made at the beginning of each subsequent quarter. A fair value of $1.90 was established for the shares issued in December based on the closing price of common stock on December 3, 2018 with a total of $23,750 being expensed. A fair value of $1.14 was established for the shares issued on March 2019, based on the closing price of common stock on March 4, 2019. $9,500 of the total $14,250 expense was treated as a pre-payment as of March 31, 2019. 

 

On February 4, 2019, the Company signed an addendum to the contract with management consulting company 1. This extended the range of services from this company. Compensation for the initial 120-day period will be in the form of a cash payment of $20,000 and the issuance of 20,000 restricted shares of common stock. Compensation for subsequent 90-day periods will be comprised of a cash payment of $15,000 and the issuance of 15,000 restricted shares of common stock. The contract is on a rolling 90-day period and can be cancelled at the end of each three-month period and at the end of the initial 120-day period. A fair value of $1.11 was established based on the closing price of common stock on February 4, 2019. $11,100 of the total $22,200 expense was treated as a pre-payment as of March 31, 2019.

 

On January 7, 2019 the Company entered into a six-month contract with management consulting company 2 for the provision of specialist consulting services. Compensation is wholly through the issue of 250,000 restricted shares of common stock which will be issued on commencement of the contract and 150,000 additional restricted shares which will be issued on the fourth month after commencement of the contract. If the contract has been terminated prior to the fourth month, the additional restricted shares will not be payable. A fair value of was based on the closing price of common stock on January 7, 2019, of $0.99 per common share. $61,875 of the total $247,500 expense was treated as a pre-payment at March 31, 2019.

 

During the year ended March 31, 2019, the Company issued a total of 367,500 restricted common shares and warrants to purchase 50,000 common shares to investor relations and management consultants. The equity instruments were valued at $515,325 of which $429,610 was expensed and $85,715 is included in prepaid expenses as at March 31, 2019.