Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Dec. 31, 2016
Commitments [Abstract]  
14. Commitments


(a) On May 1, 2010, the Company entered into consulting agreements with Sichel Limited (“Sichel”), the parent company of PGG. Sichel will assist the Company in developing commercial agreements for green technology and the building of an international distribution centre. Effective December 31, 2013, this consulting agreement was assigned to Pacific Green Development Ltd., a company controlled by a shareholder of the Company who has a significant influence in the Company's operations. The agreement shall continue for four years with consideration as follows:


i) Stock consideration to PGG or to any third party as directed by PGG of 5,000 ordinary shares of common stock of the Company upon signing of the agreement, which have been waived by PGG;


ii) Monthly consultancy fees of $20,000 are to be paid within fourteen days of each month-end. If the Company is unable to pay this fee, then PGG has the option to elect to be paid 5,000 shares of common stock of the Company in lieu of cash;


iii) Sales commission of 10% of sales value excluding shipping and local sales taxes; and


iv) Finance commission of 10% of net proceeds of any funds raised by way of issued of stock, debt or convertible note after any brokers commission as introduced by PGG.


(b) On May 15, 2013, the Company entered into an acquisition agreement to acquire 100% of the issued and outstanding shares of PGTIL. PGTIL plans to develop a biomass power plant facility. As part of the acquisition agreement, the Company is required to issue $3,000,000 payable in shares of common stock in the event of PGTIL either purchasing the property or securing a lease permitting PGTIL to operate a biomass power plant facility. The Company is also required to issue $33,000,000 payable in shares of common stock in the event of PGTIL securing sufficient financing for the construction of the facility.


(c) On November 17, 2015, PGTC entered into a commercial joint venture agreement (the “Agreement”) with a non-related party (the "Supplier") wherein the Supplier would receive and process orders, manufacture, and install products for the Company's customers. In return, the Company agreed to design the product and provide a technology license and technical support (the "Technology") to the Supplier. During the term of the Agreement, the Company will provide the Supplier with a non-transferrable right and license to use the Technology to manufacture and install the product within the Peoples’ Republic of China.


Upon receiving each order from the Company, the Supplier and the Company shall submit to each other the respective estimated budgets. For each project, after receipt of the revenue from the relevant customer, the expenses of the Company and the Supplier shall be deducted and reimbursed from the revenue proportionally. The parties have agreed to share the gross profits at an even split of 50% each.


(d) On August 4, 2016, the Company entered into a three year lease agreement commencing November 15, 2016. The minimum lease payments over the remaining term of the lease are as follows:


  Fiscal Year   $  
  2017     14,148  
  2018     58,431  
  2019     61,229  
  2020     39,339  


(e) On August 31, 2016, the Company entered into a six month marketing agent agreement with an unrelated party (the “Agent”) effective September 1, 2016, to appoint the Agent as the Company’s marketing representative for introducing products to appropriate parties in India. Consideration for the Agent’s services are as follows:


i) Monthly fees of $3,615 (AU$5,000) per month from September 1, 2016 for the duration of the term plus travel and entertainment expenses



A payment of $72,300 (AU$100,000) upon signing of a joint venture agreement between the Company and an Indian customer able to distribute, manufacture and sell the products in India. Additionally, upon signing of a joint venture agreement, the Company will grant options to purchase 100,000 shares of common stock of the Company at a 20% discount to the price at the time of the signing of a joint venture agreement, exercisable within 24 months


iii) 10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period


iv) A commission equal to 3% of the net revenue actually collected for the sale of the products to any client outside of the Indian joint venture agreement


v) 5% of any funds received from equity investors in the Company’s common stock following a direct introduction from the Agent for the first $2.5 million raised and 3% thereafter up to a maximum of $25 million raised


(f) On September 22, 2016, PGTC entered into a one year research and development agreement with a non-related party to conduct testing on the scrubber system after it is installed and accepted by a customer in Yancheng, China. Pursuant to the agreement, PGTC will pay $160,198 (RMB1,050,000) to the non-related party on each of the three- and six-month anniversaries from the date of acceptance of the system.
(g) On October 20, 2016 the Company entered into a Products and Services Purchase Agreement with a non-related party to purchase all the components required to complete an flue gas desulphurization system in consideration for a total purchase price of $1,083,000 (RMB7,506,568). Pursuant to the agreement, 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 10% within 14 days following installation and commissioning.
(h) On November 19, 2016, the Company entered into an agreement with a non-related party for professional engineering and design services for the Company’s emission control systems. Pursuant to the agreement the Company shall pay $31,500 to the consultant on or before December 31, 2016, and a cash bonus of $20,000 to the Professional Chief Engineer of the consultant for the successful performance of the high sulphur test conducted at the joint venture project delivered by the Company and the non-related party.
(i) On December 5, 2016, the Company entered into a three month consulting agreement with a consultant who will provide strategic consulting in the areas of investor relations, public relations, and marketing for the Company for $10,000.