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RELATED PARTY TRANSACTIONS
3 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS

 

Matthew Schultz- Chief Executive Officer and Director

 

The Company has a consulting agreement with Matthew Schultz, our Chief Executive Officer, for management services. In accordance with this agreement, as amended, Mr. Schultz provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Schultz for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ended December 31, 2018 and 2017, Mr. Schultz earned $48,000 and $48,163, respectively, in accordance with this agreement.

 

During the year ended September 30, 2018, the Company executed two 15% promissory notes with a total face value of $30,000 with the spouse of the CEO of our Company. Under the terms of the promissory notes the Company received $30,000 and agreed to repay the note on demand. As of December 31, 2018, Company owed $30,000 in principal and $3,966 in accrued interest under the terms of the agreement. The Company recorded interest expense of $1,134 during the three months ended December 31, 2018. On January 1, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding.

Zachary Bradford – President, Chief Financial Officer and Director

 

The Company has a consulting agreement with ZRB Holdings, Inc, an entity wholly owned by Zachary Bradford, our Chief Financial Officer and director, for management services. In accordance with this agreement, as amended, Mr. Bradford provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Bradford for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ended December 31, 2018 and 2017, Mr. Bradford earned $48,000 and $48,163, respectively, in accordance with this agreement.

 

During the year ended September 30, 2018, the Company executed eleven 15% promissory notes with a total face value of $189,690 and executed two additional 15% promissory notes with a total face value of $25,030 during the three months ended December 31, 2018 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory notes the Company received a total of $214,720 and agreed to repay the notes on demand. The Company recorded interest expense of $7,383 during the three months ended December 31, 2018. As of December 31, 2018, Company owed $214,720 in principal and $2,628 in accrued interest under the terms of the agreement. On January 3, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding.

During the quarter ended December 31, 2018, the Company paid Blue Chip Accounting, LLC $11,461 for accounting, tax, administrative services and reimbursement for office supplies. Blue Chip Accounting, LLC(“Blue Chip) is 50% beneficially owned by the Company’s CFO and President Zachary Bradford. Blue Chip performed all services at discounted rates and none of the charges were associated with work performed by Mr. Bradford. The services consisted of preparing and filing tax returns, bookkeeping, accounting and administrative support assistance.

Bryan Huber – Chief operations Officer and Director

 

On August 28, 2018, the Company executed an agreement with Zero Positive, LLC an entity controlled by Mr. Huber. In accordance with the agreement with Zero Positive, LLC, Mr. Huber agreed to provide services to the Company in exchange for $160,000 in annual compensation plus a $500 medical insurance stipend and a bonus of 0.5% of gross revenue. Under the agreement Mr. Huber was also granted a one-time bonus of $50,000, payment of which will be deferred until the Company completes a qualified financing that exceeds three-million dollars or average monthly revenues of the Company exceed one-million dollars for three months. The Company has also agreed to reimburse Zero Positive, LLC for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the three months ended December 31, 2018 Mr. Huber and Zero positive earned $41,500 in accordance with this agreement. During the three months ended December 31, 2018, Mr. Huber allowed the Company to defer $10,000 as accrued compensation. The Company owed Zero Positive $68,686 in deferred compensation and reimbursable expenses as of December 31, 2018. Deferred compensation is reported under due to related parties in the consolidated balance sheets.

 

On September 28, 2018, in connection with the consulting agreement executed with Zero Positive, LLC Company issued warrants to purchase 900,000 shares of common stock at an exercise price of $0.80 per share to Zero Positive. The warrants were valued at $2,607,096 using the Black Scholes option pricing model based upon the following assumptions: term of 10 years, risk free interest rate of 3.05%, a dividend yield of 0% and volatility rate of 191%. The warrants vest as follows: 300,000 vested immediately, the balance vest evenly on the last day of each month over forty-two months beginning August 31, 2018. As of December 31, 2018, 371,429 warrants had vested, and the Company recorded an expense of $124,147 during the three months ended December 31, 2018.

 

 

During the three months ended December 31, 2017, the Company had a consulting agreement with Bryan Huber, our Chief Operations Officer, for management services. In accordance with this agreement, as amended, Mr. Huber provided services to us in exchange for $117,000 in annual compensation for services plus a $500 per month stipend and a bonus of 0.5% of gross revenue. The Company also agreed to reimburse Mr. Huber for expenses incurred. During the three months ending December 31, 2017, Mr. Huber earned $30,913 in accordance with this agreement. As of December 31, 2018, the Company owed Mr. Huber $14,764 in deferred Compensation under the prior arrangement. All amounts owned under this agreement were paid to Mr. Huber on January 8, 2019.

 

Larry McNeill – Chairman of the Board of Directors

During the year ended September 30, 2018, the Company executed eight 15% promissory notes with a total face value of $163,100 and executed an additional 15% promissory note with a total face value of $50,000 during the three months ended December 31, 2018 with Larry McNeill, a Director of the Company. Under the terms of the promissory notes the Company received a total of $213,100 and agreed to repay the notes on demand. The Company recorded interest expense of $8,016 during the three months ended December 31, 2018. On December 31, 2018, the Company settled all remaining obligations under the note through the payment of all outstanding principal and interest then outstanding.