Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions Disclosure

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Related Party Transactions Disclosure
3 Months Ended
Jun. 30, 2017
Notes  
Related Party Transactions Disclosure

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Toth and Associates LTD

On July 1, 2016, the Company entered into a consulting agreement with Toth and Associates, LTD for Dr. Toth to act as the Company’s CEO.  The standard monthly fee is approximately $13,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000, payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event, (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement.

 

The Company incurred consulting fees of approximately $40,000 for the quarter ended June 30, 2017. As of June 30, 2017, Toth and Associates LTD was owed approximately $110,000, comprising $60,000 unpaid fees from fiscal years 2017 and 2018, and $50,000 bonus carried over from fiscal year 2016.  The $110,000 is included in accounts payable.

 

In the quarter ended June 30, 2016, the Company incurred consulting fees and bonuses of approximately $36,000. As of March 31, 2017, Toth and Associates LTD was owed approximately $86,000, comprising $36,000 fees and $50,000 bonus.

 

Capro LTD

On July 1, 2016, the Company entered a consulting agreement with Capro, LTD for Dr. Thomas Sawyer to act as the Company’s COO.  The standard monthly fee is approximately $11,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000, payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event and (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement.

 

The Company incurred consulting fees and bonuses of approximately $33,000 for the quarter ended June 30, 2017. As of June 30, 2017, Capro LTD was owed approximately $93,000, comprising $43,000 unpaid fees from fiscal years 2017 and 2018, and $50,000 bonus carried over from fiscal year 2016.  The $93,000 is included in accounts payable.

 

In the quarter ended June 30, 2016, the Company incurred consulting fees and bonuses of approximately $30,000. As of March 31, 2017, Capro LTD was owed approximately $73,000, comprising $23,000 fees and $50,000 bonus.

 

Eden Professional LTD

On July 1, 2016, the Company entered a consulting agreement with Eden Professional LTD for Mr. Simon Peace to act as the Company’s CFO.  The standard monthly fee is approximately $7,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000, payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event and (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement.

 

The Company incurred consulting fees and bonuses of approximately $21,000 for the quarter ended June 30, 2017. As of June 30, 2017, Eden Professional LTD was owed approximately $82,000, comprising $32,000 unpaid fees from fiscal years 2017 and 2018, and $50,000 bonus carried over from fiscal year 2016.  The $82,000 is included in accounts payable.

 

In the quarter ended June 30, 2016, the Company incurred consulting fees and bonuses of approximately $19,000. In addition to the amounts under the note payable referred to in Note 6 below, as of March 31, 2017, Eden Professional LTD was owed approximately $69,000, comprising $19,000 fees and $50,000 bonus.

 

Max Zhu

Max Zhu, an investor in and lender to the Company, also works as Head of Computer Aided Drug Design for the Company under a consultancy contract.  In the quarter ended June 30, 2017, the Company paid fees to Mr. Zhu under this contract totalling $6,000. In the quarter ended June 30, 2016, the Company paid fees to Mr. Zhu totalling $6,000.