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Note 7 - Related Party Transactions
3 Months Ended
Mar. 31, 2015
Notes  
Note 7 - Related Party Transactions

Note 7 – Related Party Transactions

 

On October 29, 2014 the Company issued 8,000,000 shares of the Company’s restricted common stock to our parent company, Power Clouds Inc. (PWCL) in exchange for $2,000,000 payable to the Company. As at December 31, 2014, the proceeds from the sale of the shares had not been received and have been recorded as ‘Due from Parent’ in Shareholders Deficit.

 

The proceeds have subsequently been received during March 2015.

 

Over 70% of PWCL is beneficially owned and controlled by Fabio Galdi, our CEO and the Chairman of PWCL.

 

The Company subleases facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month. In December of 2014, WGG was sold by PWCL to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Company’s CEO.  The terms and conditions of the sublease from WGG to the Company remain in full force and effect. The Company recognized $15,000 of rental expense in respect of this lease during the three months ended March 31, 2015 and owed a total of $25,000 to WGG as at March 31, 2015.

 

On March 25, 2015, the Company sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, for $3 million or $0.25 per share. Payment has been received for the sale of these shares.

 

On March 31, 2015, Power Clouds Inc (“PWCL”) our parent issued 3,937,005 shares of its common stock to Anch Holdings Ltd., an Irish limited liability company (the “Seller”) pursuant a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The $748,030 reflecting the fair market value of the shares issued by PWCL on March 31, 2015 is included within the due related parties balance of as at March 31, 2015.

 

Payable to Related Parties

 

Amounts due to related party as at March 31, 2015 and December 31, 2014 are as follows:

 

March 31, 2015

(unaudited)

December 31, 2014

Power Clouds Inc. (PWCL) - parent and majority shareholder

$    748,030

 

$                  -

World Global Assets pte Ltd (WGA) – owned by PWCL

1,294,253

 

915,388

World Global Group Inc. (WGG) – owned indirectly by our CEO

25,000

 

10,000

Total due to related parties

$ 2,067,283

 

$      925,388

 

 

 

 

 

These amounts are due on demand, carry no terms and accrue no interest.

 

Balance due to Directors and Officers

 

As at March 31, 2015 and March 31, 2014 the Company owed nothing to its directors and officers.

 

Balance due to PWCL

 

As at March 31, 2015 and 2014 the Company owed PWCL $748,030 and $0 respectively.

 

The balance at March 31, 2015 represented the fair market value of 3,937,005 shares of PWCL’s common stock issued to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details).

 

Balance due to World Global Assets Pte Ltd. (‘WGA”)

 

The balance due of at March 31, 2015 represents the provision by WGA of $1,294,253 working capital in payment of the Company’s operating expenses and deposits with suppliers in the period from May 2014 (Inception) to March 31, 2015.

 

Balance due to World Global Group Inc. (‘WGG”)

 

The balance at March 31, 2015 represented $25,000 payable under a sublease with WGG for our corporate offices at 600 Brickell Ave., Suite 1775, Miami, Florida. Under the terms of the subleae with WGG, the Company will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month.

 

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded $60,000.

 

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose her interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

 

Family Relationships

 

There are no family relationships among our officers and directors, other than Fabio Galdi and Alfonso Galdi, who are brothers.