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RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

NOTE 4: RELATED PARTY TRANSACTIONS

 

Reorganization and Prepaid Expenses

 

During May 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (“Reorganization”) with NewStream Energy Technology Group, Inc. On September 19, 2023, in anticipation of an October 24, 2023 closing (see Note 7), the Company issued 275,000,000 shares of its common stock, with a market trading price on the date of issuance of $0.23 per share. The value of the shares issued was recorded at par value as the Reorganization was not completed prior to the end of September 2023. In addition, the Company advanced $235,500 in cash for the prepayment of acquisition costs to the owners of NewStream Energy Technology Group, Inc. as of September 30, 2023.

 

Wages and bonus payable to related parties

 

Accruals for salary and bonuses to officers and directors are included in accrued liabilities in the balance sheets and totaled $5,337,691 and $7,543,255 as of September 30, 2023 and December 31, 2022, respectively. As part of the separation agreement with Mr. Ponce de Leon, the Company agreed to pay him all his accrued salary within two years but agreed to pay him $200,000 by November 2015 out of revenues earned. As the Company did not earn revenue in 2015 and as at September 30, 2023 has still not earned revenue, the obligation to Mr. Ponce de Leon of $1,962,735 is currently in default and the amount includes $736,021 in accrued interest. It is the Company’s intention to pay Mr. Ponce de Leon immediately upon receiving revenue.

 

During September 2023, one director and one officer of the Company elected to convert a total of $2,938,804 in back due compensation into 7,347,193 shares of its common stock valued at $1,469,439, which was recognized as contributed capital in additional paid-in capital due to the related party nature.

 

Convertible Debt

 

As of December 31, 2022, the Company had outstanding convertible notes payable and accrued interest to a related party totaling $9,874,724 and $7,586,634, respectively. The convertible notes were secured by assets and the common stock of the Company, incurred interest at 12% per annum, were convertible into shares of the Company’s common stock at $0.06 per share and were past due. During February 2023, the Company entered into a settlement agreement, whereby, with the holder of the convertible notes agreed to convert all of the outstanding debt and accrued interest into 70,200,000 shares of the Company’s common stock, with 69,300,000 shares issued during February 2023 and the remaining 900,000 shares issued in April 2023. The 69,300,000 shares were valued at $23,562,000, and the 900,000 shares were valued at $256,500, or the market price of the common stock on the dates of issuance of $0.34 and $0.29 per share, respectively. As a result, the Company recognized a loss on debt conversion of $6,357,144 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the balance on the borrowings was $0 and $9,856,124, respectively.

 

Nonconvertible Debt

 

As of December 31, 2022, the Company had outstanding nonconvertible notes payable and accrued interest to a related party totaling $847,786 and $145,135, respectively. During the nine months ended September 30, 2023, the Company borrowed a total of $27,390 and repaid $283,890 in cash. The borrowings are unsecured, bear no interest and are due on demand. During February 2023, the Company entered into a settlement agreement, whereby, the holder of the nonconvertible notes agreed to convert all of the outstanding debt and accrued interest into 2,800,000 shares of the Company’s common stock. The 2,800,000 shares were valued at $952,000, or the market price of the common stock on the date of issuance of $0.34. As a result, the Company recognized a loss on debt conversion of $215,579 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the balance on the borrowings was $0 and $847,786, respectively.

 

As of September 30, 2023 and December 31, 2022, the Company had outstanding advances payable to an officer of the Company of $83,200 and $83,200, respectively.

 

As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $705,000 and $705,000, respectively, to an individual that is a significant shareholder.

 

During the nine months ended September 30, 2023, the Company received $21,000 and repaid $12,500 in cash advances from an entity owned by a significant shareholder of the Company for operating expenses. The advances are unsecured and accrue interest at 12% per annum. As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $8,500 and $0, respectively.