Related Party Transactions
6 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS
4. RELATED PARTY TRANSACTIONS

 

Advances from Ferris Holding, Inc., the controlling shareholder of the Company, may be non-interest bearing, unsecured and due on demand. As of June 30, 2015 and December 31, 2014, the Company had advances from Ferris Holdings, Inc. – related party balance of $68,895 and $26, 233, respectively. 

 

On April 23, 2014, June 4, 2014 and July 2, 2014, the Company entered into loan agreements for principal of $6,000, $8,000 and $20,000, respectively, with Ferris Holding, Inc., the controlling shareholder of the Company. These loans bear interest of 4% per annum, are unsecured and are due one year after the issue date. As of June 30, 2015 and December 31, 2014, the Company had a note payable - related party balance of $0 and $34,000. In the six months ended June 30, 2015, the Company paid the full principle balance of $34,000 and interest of $901, leaving a zero balance due. Pursuant to the notes payable - related party balance as of June 30, 2015 and December 31, 2014, the Company recorded an accrued interest payable balance of $0 and $746 which is included in our accrued liabilities – related party balance in our consolidated balance sheets.

 

On February 6, 2015, the Company entered into a two (2) year employment agreement with its chief executive officer, Christopher G. Hall, whereby the Company issued 100,000 shares of restricted common stock as compensation for two (2) years of executive services to be performed. In the three months ended March 31, 2015, the Company issued the 100,000 shares of restricted common stock to Christopher G. Hall. The shares were valued at the closing share price of $1.10 on the date of the agreement. This resulted in compensation expense of $110,050 being amortized over the two (2) year term of the employment agreement.

 

On September 1, 2014, the Company entered into a License Agreement (“Agreement”) with the Ferris Holding, Inc. (“Ferris”). The Agreement gives the Company the right use of the Ferris’s proprietary processes and trade secrets, including its stem cell enhancement products. In consideration for these rights, the Company agrees to pay Ferris a fee of 5% of the gross revenue for the products produced and sold by the Company or by way of sub-license pursuant to the rights granted under this Agreement. The initial term of the Agreement is twelve (12) months.

 

On September 1, 2014, the Company entered into a Sub-License Agreement (“Sub-License”) with Essence International, Ltd. (“Essence”). The Sub-License gives Essence the right to use proprietary processes and trade secrets, including its stem cell enhancement products which were obtained by the Company in the Agreement with Ferris. In consideration for the Sub-License, Essence agreed to pay the Company a royalty of 10% of the gross revenue for the products produced and sold by Essence pursuant to the rights granted under this Sub-License. The initial term of the Agreement is twelve (12) months.

 

On June 1, 2014, the Company entered into a rental agreement with Ferris for the corporate office. Monthly rent is $1,500. The term of the lease is month to month. As of June 30 31, 2015 and December 31, 2014, the Company has a rent payable due to Ferris in the amount of $17,262 and $8,105, which is included in our accrued liabilities – related party balance in our consolidated balance sheets.