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Related Party Transactions
6 Months Ended
Jun. 30, 2022
Related Party Transactions  
Related Party Transactions

Note 3. Related Party Transactions

 

Loans payable - related parties

 

As of December 31, 2021, Brian Thom, Chief Executive Officer had a loan payable balance of $175,000.

 

During the six months ended June 30, 2022, Mr. Thom loaned the Company $315,000 to pay for operating expenses. As of June 30, 2022, $490,000 is owed to Mr. Thom. The loans have an interest rate of 10% and have a maturity date of December 31, 2022.

 

As of December 31, 2021, Lou Schiliro, the former Chief Operating Officer, had a loan payable balance of $44,000.

 

During the six months ended June 30, 2022, Mr. Schiliro, loaned the Company $64,275 to pay for operating expenses. As of June 30, 2022, $108,275 is owed to Mr. Schiliro. The loans have an interest rate of 10% and have a maturity date of December 31, 2022.

 

During the six months ended June 30, 2022, Kristofer Heaton, Principal Financial Officer, loaned the Company $4,000 to pay for operating expenses. As of June 30, 2022, $4,000 is owed to Mr. Heaton. The loans have an interest rate of 10% and have a maturity date of December 31, 2022.

 

Interest expense – related party on the above loans was $11,535 and $20,343 during the three and six months ended June 30, 2022, respectively. Accrued interest – related party as of June 30, 2022 and December 31, 2021 was $22,651 and $2,308, respectively and has been recorded in accrued liabilities – related party on the balance sheet.

 

Accrued liabilities – related parties

 

As of March 31, 2022 and December 31, 2021, $45,000 and $899 was owed to Mr. Thom for accrued compensation and reimbursable expenses, respectively. During the three months ended June 30, 2022, the Company issued 150,000 shares of common stock to Mr. Thom to settle the accrued compensation and paid him $899 for reimbursable expenses. The common stock had a fair value of $72,000 and the Company recorded $27,000 as a loss on settlement of debt.

 

As of March 31, 2022 and December 31, 2021, $45,000 and $0 was owed to Mr. Schiliro for accrued compensation, respectively. During the three months ended June 30, 2022, the Company issued 150,000 shares of common stock to Mr. Schiliro for the accrued compensation. The common stock had a fair value of $72,000 and the Company recorded $27,000 as a loss on settlement of debt.

 

 As of March 31, 2022 and December 31, 2021, $37,500 and $0 was owed to Kristofer Heaton, the Principal Financial Officer, for accrued compensation, respectively. During the three months ended June 30, 2022, the Company issued 125,000 shares of common stock to Mr. Heaton for the accrued compensation. The common stock had a fair value of $60,000 and the Company recorded $22,500 as a loss on settlement of debt.

 

Equity transactions

 

Per the vesting schedules of certain of the Company’s amended RSU Agreements, on January 1, 2021, 6,760,000 shares of common stock were issued to Mr. Douglas Beplate, former Chairman of the Board, 2,000,000 shares of common stock were issued to Mr. Schiliro and 100,000 shares of common stock were issued to Mr. Heaton.

On January 6, 2021, the Board of Directors approved the second amendment to the RSU Agreement between the Company and Mr. Beplate in conjunction with Mr. Beplate’s retirement from his day-to-day management role with the Company. The amendment accelerated the vesting and immediately settled his remaining RSUs by issuing 21,970,000 shares of common stock. Further, as a bonus in recognition of Mr. Beplate’s service to the Company and in recruitment of new executive management, the Company issued to Mr. Beplate an additional 2,000,000 shares of common stock. The Company recorded $26,127,300 of stock-based compensation expense during the six months ended June 30, 2021 related to the accelerated vesting of these RSU’s and issuance of common stock.

 

                During the six months ended June 30, 2022, the Board of Directors approved an amendment to Mr. Thom’s RSU Agreement dated November 24, 2020. The amendment increased the number of RSU’s granted from 11,500,000 to 13,225,000. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones. 

 

During the six months ended June 30, 2022, the Board of Directors approved an RSU Agreement with Robert Denser, Director of the Board. The agreement grants Mr. Denser 1,000,000 RSU’s which are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

 

During the six months ended June 30, 2022, the Company issued 150,000 shares of common stock each to Mr. Thom and Mr. Schiliro and 125,000 shares of common stock to Mr. Heaton for compensation in lieu of cash. The common stock had a total fair value of $204,000.