XML 36 R19.htm IDEA: XBRL DOCUMENT v3.20.2
OTHER ITEMS
12 Months Ended
Mar. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ITEMS

NOTE 12 – OTHER ITEMS

 

(a)            Investor relations agreements

The Company currently entered into 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 were 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 7,500 shares of common stock at an exercise price of $0.10 per share. As of September 30, 2018, the Company recognized $114,500 of stock-based compensation expense related to the 5,000 warrants that had vested as of that date based on a fair value of $22.90 per warrant. On October 9, 2018, 5,000 shares of common stock were issued to the third party, as a result of the third party’s exercise of 5,000 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 2,500 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 10,000 shares per day minimum. Compensation was partly in cash and partly in restricted stock, 4,000 shares of restricted stock due on the 3-month anniversary and the final 4,000 due on the one-year anniversary, provided performance conditions were met as per the agreement. On November 30, 2018, 2,000 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 $19.00 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 was 1 year, although cancellable at the end of each three-month period if certain performance obligations were not met, including if the share trade volumes fail to meet an average of 10,000 shares per day minimum. Compensation was partly in cash and partly in restricted stock. A cash payment of $22,500 was due at the beginning of each quarter and 1,250 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 1,250 shares that were part of the compensation for the December 1, 2018 contract. Compensation for the new agreement was 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 May 1, 2019, we reinstated the existing agreement with investor relations company 2, which remained a rolling monthly contract. The cash fees expensed for the year ended March 31, 2020 were $59,500 with 16,250 shares issued and expensed to investor relations for consideration of $116,461.

 

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 was 3 months. Compensation was partly in cash and partly in restricted common stock. At the beginning of each month a cash payment of $10,000 was be made and 1,500 shares of restricted stock issued. As a result of this agreement a total of 4,500 shares were issued with an average fair value of $10.50 and $47,400 was expensed in relation to this agreement during the year ended March 31, 2019.

 

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 was agreed to be on a month to month basis. Compensation was partly in cash and partly in restricted common stock. At the beginning of each monthly term a cash payment of $5,000 was be made and 750 shares of restricted stock issued. At March 31, 2019 750 shares were issued in relation to this contract. A fair value of $10.30 with a total value of $7,725, $3,240 of this cost was treated as a prepayment as the contract length spans the month end. This contract ended in May 2019 and total stock compensation expense for the year ended March 31, 2020 was $17,888.

 

(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 was 12 months but was cancellable prior to this date on written notice to the other party. Compensation was partly in cash and partly in restricted stock. A cash payment of $25,000 together with the issuance of 1,250 shares of restricted common stock was made at the inception of the agreement and was made at the beginning of each subsequent quarter. A fair value of $19.00 was established for the shares issued in December 2018 based on the closing price of common stock on December 3, 2018 with a total of $23,750 being expensed. A fair value of $11.40 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 was in the form of a cash payment of $20,000 and the issuance of 2,000 restricted shares of common stock. Compensation for subsequent 90-day periods was comprised of a cash payment of $15,000 and the issuance of 1,500 restricted shares of common stock. The contract was on a rolling 90-day period and could be cancelled at the end of each three-month period and at the end of the initial 120-day period. A fair value of $11.10 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.

 

For the year ended March 31, 2020 cash expense totaled $186,176 and stock-based compensation was $98,150.

 

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 was wholly through the issue of 25,000 restricted shares of common stock which were issued on commencement of the contract and 15,000 additional restricted shares which issued on the fourth month after commencement of the contract. If the contract was terminated prior to the fourth month, the additional restricted shares would not be payable. The fair value was based on the closing price of common stock on January 7, 2019, of $9.90 per common share. $61,875 of the total $247,500 expense was treated as a pre-payment as of March 31, 2019.

 

During the year ended March 31, 2019, the Company issued a total of 36,750 restricted common shares and warrants to purchase 5,000 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 of March 31, 2019.

 

During the year ended March 31, 2020, the Company issued a total of 297,500 restricted common shares to investor relations and management consultants. The equity instruments were valued at $479,324 of which $451,924 was expensed and $27,400 is included in prepaid expenses as of March 31, 2020.

 

(c)            Debt Financing

 

During the year ended March 31, 2020, the Company entered into an agreement with a bank to finance an invoice payable related to an insurance policy. The principal was $132,342 to be repaid over 9 monthly payments with interest charged at an annual percentage rate of 13.9%. This policy was cancelled and repaid in full.

 

A second insurance policy was entered into by the Company with a bank to finance an invoice payable related to an insurance policy. The principal was $123,451 to be repaid over three quarterly payments with interest charged at an annual percentage rate of 5.28%. The remaining balance of $82,555 is included within other liabilities and accrued expenses on the March 31, 2020 consolidated balance sheet.