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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Apr. 30, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

12. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

On May 1, 2020, the Company entered into a short-term lease agreement with an unrelated party for office space in Gilbert, Arizona through December 31, 2020 at the rate of approximately $800 per month. On January 1, 2021, the Company renewed the short-term lease agreement for three months through March 31, 2021. On March 30, 2021 the Company extended the short-term lease agreement for six months through September 30, 2021 at the rate of approximately $1,400 per month.

 

On February 3, 2021, the Company entered into a short-term lease agreement for 2,716 square feet of office on a month-to-month basis. Through March 12, 2021 the cost was $5,000 per month, at which time the cost increased to $8,148 per month.

 

During the three months and nine months ended April 30, 2021, the Company charged $24,682 and $29,578, respectively, to general and administrative costs with respect to these lease agreements.

 

Employment Agreements

 

On May 27, 2020, the Company, and Paris Film, Inc. and Rob Paris (together, “Paris”) entered into an Employment Agreement (the “Paris Agreement”), pursuant which the Company agreed to employ Paris in the position of President of Rivulet Films, a subsidiary of the Company. The employment of Paris began on June 1, 2020, for a guaranteed term of six months, following which time the employment relationship may be terminated with or without good cause or for any reason or no reason by either the Paris or the Company.

 

Paris was paid $10,000 per month commencing June 1, 2020 through November 30, 2020, which was guaranteed by the Company. Additionally, upon execution of the Paris Agreement, the Company issued stock options to purchase 9,000,000 shares of common stock at an exercise price of $0.10 per share, which was the fair market value of the Company’s common stock on such date, of which options for 5,000,000 shares vested on May 27, 2020, options for 2,000,000 shares will vest on June 1, 2021, and the remaining options for 2,000,000 shares will vest on June 1, 2022. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $300,227 ($0.03336 per share), of which $166,793 was attributable to the stock options fully-vested on May 27, 2020 and was therefore was charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from May 27, 2020 through June 1, 2022.

 

During the three months and nine months ended April 30, 2021, the Company recorded a charge to operations of $22,239 and $66,717, respectively, with respect to stock options issued pursuant to the Paris Agreement. Paris also has the right to participate in all equity stock option plans and programs established for employees by Rivulet Films in all aspects and benefits to that of any other similarly situated C-suite employee of Rivulet Films, including its Chief Executive Officer. Rivulet Films will also provide Paris with other benefits, such as bonuses, perk packages, preferred stock positions, box office bonuses, and back-end/contingent compensation made generally available to similarly situated employees, including its Chief Executive Officer. Paris will be attached as producer, subject to a separate producer agreement to be negotiated, to all projects sourced by Paris during the term of his employment. The Paris Agreement subjects Paris to certain restrictive covenants and a standard confidentiality provision. During the three months and nine months ended April 30, 2021, the Company recorded a charge to operations of $40,000 and $100,000, respectively, with respect to the cash portion of the Paris Agreement, which was charged to general and administrative costs. The Paris Agreement was amended effective March 1, 2021 to increase Paris’ salary to $15,000 per month.

 

In connection with the employment, to the extent controlled by Paris and so long as Paris remains attached to each project in perpetuity, Paris grants to Rivulet Films a right of first refusal to all rights, title, and interest to the film projects known as “Please Baby Please” and “Acolyte”, as well as to all other film, story, or other production concepts which Paris creates, develops, or otherwise originates during the term of employment and not passed on by Rivulet Films.

 

On August 12, 2020, the Company, and Michael J. Witherill entered into an Employment Agreement with respect to his positions as President, Chief Financial Officer, Principal Accounting Officer, and a member of the Board of Directors of the Company. Mr. Witherill is to devote his full time and attention to his duties, and receives an annual salary of $360,000, payable in accordance with the Company’s standard payroll practices, provided that such amount may be deferred as determined by Mr. Witherill or the Board of Directors as needed to cover other Company expenses, and provided further that Mr. Witherill is permitted to serve as a director of not-for-profit and for-profit businesses that do not compete with the Company. The Employment Agreement was amended on January 26, 2021 to additionally allow Mr. Witherill to serve as an officer and director of Chee Corp. During the three months and nine months ended April 30, 2021, the Company recorded a charge to operations of $90,000 and $270,000, respectively, with respect to this Employment Agreement, which was charged to general and administrative costs.

 

On August 14, 2020, the Company and Aaron Klusman entered into an Employment Agreement with respect to his positions as Chief Executive Officer and a member of the Board of Directors of the Company. Mr. Klusman is to devote as much time and attention to his duties as is necessary, and receives an annual salary of $360,000, payable in accordance with the Company’s standard payroll practices, provided that such amount may be deferred as determined by Mr. Klusman or the Board of Directors as needed to cover other Company expenses, and provided further that Mr. Klusman is permitted to purchase, sell, oversee, manage, and develop real estate properties and projects; and serve as a director of not for profit and for profit businesses that do not compete with the Company. During the three months and nine months ended April 30, 2021, the Company recorded a charge to operations of $90,000 and $270,000, respectively, with respect to this Employment Agreement, which was charged to general and administrative costs.

 

Both Mr. Witherill and Mr. Klusman (together, the “Executives”) are eligible for a quarterly and an annual discretionary bonus as periodically established by the Board of Directors based upon metrics that will be established by the Board of Directors in its sole discretion. The Executives are also eligible to participate in and receive stock options under the Company’s 2020 Equity Incentive Plan. These Employment Agreements provide that notwithstanding anything to the contrary in the Company’s existing or future incentive plans or any award agreement, upon a Change of Control, as defined in the Employment Agreements, all of the Executives’ outstanding unvested equity-based awards shall, at their option, vest and become immediately exercisable and unrestricted.

 

The employment of the Executives under the Employment Agreements commenced effective April 1, 2020, and will continue for two years, subject to successive one-year renewals. Each Executive is an “at-will” employee. Either the Executive or the Company may terminate his employment with or without cause, for any reason or no reason, and at any time. The Executives are each subject to standard confidentiality provisions and a non-compete, non-solicitation covenant for a one-year period following termination of employment.

 

Legal Matters

 

The Company may, from time to time, be involved in legal proceedings, regulatory actions, claims and litigation arising in the ordinary course of business, which are not expected to have a material adverse effect upon the Company’s financial statements. As of April 30, 2021, the Company was not a party to any pending or threatened legal proceedings.

 

Impact of Novel Coronavirus (COVID-19) on the Company’s Business Operations

 

The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the future. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

 

The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

 

There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future.