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Transactions with Related Persons
9 Months Ended
May 31, 2021
Related Party Transactions [Abstract]  
NOTE 7 - Transactions with Related Persons

NOTE 7 - Transactions with Related Persons

 

A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAMI”), pursuant to a Consulting Agreement dated February 1, 2014, as amended on November 11, 2016 and December 1, 2018 (Amendment No. 2) (collectively, the “Prior VAMI Agreements”). On July 1, 2020 the Company and VAMI entered into an Executive Consulting Agreement (the “ECA”), which supersedes the Consulting Agreements and pursuant to which Mr. Bhogal serves as a director of the Company and as its Chairman and Chief Executive Officer. Pursuant to the Consulting Agreements in effect prior to December 1, 2018, VAMI received compensation of $5,000 per month. Beginning with Amendment No. 2, VAMI received compensation of $18,750 per month and pursuant to the ECA, VAMI receives $34,167 per month. VAMI also incurs expenses on behalf of the Company which are reimbursed according to the Company’s expense report policy. In connection with the Prior VAMI Agreements and ECA, the Company recognized cash compensation expense of $102,500 and $56,250 during the three months ended May 31, 2021 and 2020, respectively, and $307,500 and $168,750 during the nine months ended May 31, 2021 and 2020, respectively. As of May 31, 2021, the Company recognized a related party payable to VAMI of $34,167.

 

From time-to–time, Talia Jevan Properties, Inc., a British Columbia corporation wholly-owned by our majority shareholder and former Chairman, Harmel S. Rayat would make interest-free advances to the Company. Advances received totaled $0 and $120,360 during the three months ended May 31, 2021 and 2020, respectively, and $0 and $206,718 during the nine months ended May 31, 2021 and 2020, respectively. On March 2, 2020, the Company repaid Talia Jevan Properties $50,000. On October 20, 2020, the Company repaid Talia Jevan Properties $53,251, the balance owing as of our fiscal year end August 2020. As of May 31, 2021, there were no balances owing to Talia Jevan Properties, Inc.

 

Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s General Counsel since its inception as Principal of the law firm of Sierchio & Partners, LLP, and then as a Partner with Satterlee Stephens LLP and beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter which provides for an annual fee of $175,000 in exchange for general counsel services. Mr. Sierchio resigned from the Board effective October 22, 2018, and was reappointed on October 1, 2020. Fees for legal services billed by Sierchio Law, LLP while Mr. Sierchio was a Director totaled $43,750 and $116,667 during the three and nine months ended May 31, 2021, respectively.

 

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.