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RELATED PARTY TRANSACTIONS
9 Months Ended
Jul. 31, 2019
RELATED PARTY TRANSACTIONS  
NOTE 3 - RELATED PARTY TRANSACTIONS

Sakura Software, a corporation owned by our CEO and Chairman of the Board of Directors, Andrew S. Thomas, and Benford Consultancy, a corporation owned by our COO and a member of our Board of Directors, Paul Benford, own, respectively, 72.34% and 27.66% of the issued and outstanding shares of Real Innovations International LLC, (“Real Innovations”) a corporation organized under the laws of Nevis, West Indies. In March 2012, Cogent, our operating subsidiary, assigned all of its intellectual property including the pending patent applications for its real-time data transmission and display technology (the “IP”) to Real Innovations under an assignment of intellectual property agreement (the “Assignment Agreement”). In return for the assignment Real Innovations required a one-time payment of $30,000 to Cogent. Cogent elected to forgo the payment allowing Real Innovations to offset future expenses against the payment. There is no ongoing royalty payment or other form of compensation from Real Innovations to Cogent under the Assignment Agreement.

 

Real Innovations, in turn, entered into a master intellectual property license agreement (the “License Agreement”) with Cogent for all of the same IP. Under the License Agreement Real Innovations granted a royalty-free license in perpetuity to Cogent for the use and exploitation of the IP in return for which Cogent agreed to: (i) pay all operating expenses of Real Innovations incurred in connection with the continued prosecution of pending patent applications and others that may be prepared; (ii) prosecute all claims for infringement of the IP; (iii) defend and indemnify Real Innovations from and against all claims of infringement of the IP asserted by third parties against Real Innovations, Cogent or our Company; (iv) purchase liability insurance in favor of Real Innovations for this purpose. Under the termination provision of the licenses agreement, there is no unilateral right of termination. Termination may occur by mutual consent of the parities, the Company ceasing doing business, by breach by the Company or by the Company failing to maintain the license and the support to prosecute and protect the license under applicable laws.

 

Under the License Agreement, Messrs. Andrew S. Thomas and Paul Benford will benefit indirectly from their indirect ownership of all of the shares of Real Innovations to the extent of any such payments or other undertakings by Cogent on behalf of Real Innovations, but the exact amount of these benefits cannot be determined at this time.

 

During the nine months periods ended July 31, 2019 and 2018, the Company recognized but did not pay dividends of $8,715 and $8,715, respectively.

 

As of July 31, 2019, and October 31, 2018, the Company had the following outstanding accrued liabilities due to related parties:

 

As of

 

July 31,

2019

 

October 31,

2018

 

Accrued Commissions

 

$

24,241

 

$

36,772

 

Accrued compensation

 

$

--

 

$

47,438

 

Total accrued liabilities and accrued expense

 

$

24,241

 

$

84,210

 

During the nine months ended July 31,2019, three officers of the Company elected to forgo their accrued compensation for the nine months ended July 31, 2019 in exchange for options. The $44,700 of accrued compensation was exchanged for 199,800 options granted with a fair value of $55,933 with the difference of $11,233 expensed as a loss on liabilities.

 

 

Accrued compensation

 

Options

Issued for

accrued compensation

 

Andrew Thomas

 

$

20,860

 

93,200

 

Paul Benford

 

$

11,920

 

53,300

 

Paul Thomas

 

$

11,920

 

53,300

 

Total

 

$

44,700

 

199,800

 

On March 2, 2019, the Company issued 7,500 options to three independent directors. (See Note 5 -Options)

 

On April 29, 2019, an officer and a director exercised 125,000 options for 125,000 common shares of the Company, 50,000 options were exercised and $0.10 per share by the officer and 75,000 options were exercised at $0.001 per share by the director for a total value of $5,075.