NOTE 2. RELATED PARTY TRANSACTIONS | NOTE 2. RELATED PARTY TRANSACTIONS Licensing Agreement On October 30, 2012, the Company entered in to an Intellectual Property License and Consulting Agreement with Public Issuer Stock Analytics, LLC (PISA) a Texas Limited Liability Corporation, whose managing member is a shareholder, granting the Company an exclusive license to develop and use the Licensed Technology and to fully exploit the Licensed Technology by selling products and/or services. Upon signing of the agreement, the company paid PISA 250,000 shares of restricted common stock and thereafter and until the second anniversary 20,000 shares monthly of restricted common stock monthly and 1% of the gross sales of products and/or services. Thereafter and until the third anniversary, 20,000 shares monthly of restricted common stock and 2% of Gross Sales of products and/or services. Following the third anniversary, 20,000 shares monthly of restricted common stock and 3% of Gross Sales. The Company expensed $117,000 and $67,700 for the years ending December 31, 2016 and 2015, respectively, related to this agreement. Services revenues In April 2015, we entered into a professional services agreement with Radiant Oil and Gas (Radiant). In exchange for the consulting services, the Company was awarded 143,141 shares of restricted common stock of Radiant valued at $52,436. Line of Credit On June 19, 2011, the Company entered into a revolving line of credit with J.H. Brech, LLC (Brech); a related party, to provide access to fund our operations (the "Line of Credit"). Under the terms of the 8% Line of Credit, we have access of up to $500,000. Advances under this Line of Credit were in abeyance for approximately 12 months from August of 2011 to August of 2012; however, the Line of Credit is open again and we may take advances out pursuant to the terms summarized herein. On August 26, 2014, the line of credit was amended to decrease the conversion price to $0.25 per share. Interest accrues at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011. The principal and any accrued but unpaid is due on the earlier of: · · At the Companys sole discretion, we can pay the interest in shares of our common stock valued as follows: · · The Company may prepay the note at any time without penalty. Upon an event of default, Brech has the right to accelerate the note. Events of default include: · · · · · On August 25, 2014, we entered into an amendment to the Line of Credit to provide that the conversion price shall be revised from $1.00 per share to $0.25 per share. The parties also acknowledged and agreed that no payment of principal of the Line of Credit has been made and received, and accordingly, the amended conversion price applies to both the interest and principal of the Line of Credit. Accrued and unpaid interest on the Line of Credit at December 31, 2016 and 2015 totaled $ 64,083 and $45,629, respectively. Interest expense related to the Line of Credit was $21,550 and $51,473 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, and December 31, 2015, the Company owed Brech $314,826 and $597,754, respectively for amounts advanced to the Company for working capital expenses. The maturity date on the Line of Credit was not amended. The balance is past due and is classified as a current liability as of December 31, 2016 and December 31, 2015. As of the date of this Report, Brech, has not declared a default on the Line of Credit and waived the loan defaults on March 2, 2017 through September 30, 2017. Cicerone Consulting Agreement As of December 31, 2016 and 2015, Cicerone Corporate Development, LLC ("Cicerone") is owed $29,946 for reimbursable expenses on behalf of the Company, under the terms of the Company's 2011 consulting agreement with Cicerone, which was terminated in 2011. Board Compensation On October 1, 2016, the Company granted Thomas Lindholm, a member of the board of directors, options to purchase 500,000 shares of the Companys common stock at $.20 per share. 25% of the options vest each quarter until fully vested at the one-year anniversary of the day of grant. The options expire on September 30, 2019 and had an estimated grant date fair value of $155,550, which is recognized in expense over the three-year vesting period. On October 1, 2015, the Company granted Michael Farmer and Regie Green, members of the board of directors, options to purchase 600,000 shares of the Companys common stock at $.15 per share and options to purchase 400,000 shares of the Companys common stock at $.05 per share. 25% of the options vest each quarter until fully vested at the one-year anniversary of the day of grant. The options expire on September 30, 2018 and had an estimated grant date fair value of $37,806, which is recognized in expense over the three-year vesting period. On May 1, 2014, the Company granted Michael Farmer, a member of the board of directors, options to purchase 200,000 shares of the Company's common stock at $3.00 per share and options to purchase 100,000 shares of the Company's common stock at $1.00 per share. 25% of the options vest at the one-year anniversary of the day of grant and 2.0833% each month thereafter. The options expire on May 1, 2017 and had an estimated grant date fair value of $105,997, which is recognized in expense over the three-year vesting period. The Company used the Black Scholes option model to value the option awards. During the years ended December 31, 2016 and 2015, the Company recognized an expense of $64,047 and $35,333, respectively, relating to these awards. On October 1, 2013, the Company entered into a consulting agreement with its Chief Executive Officer and President, Darren Dunckel. Pursuant to the consulting agreement, Mr. Dunckel is entitled to $7,000 per month and 25% of the revenue generated by his gross sales of our products and services; additionally, the Company shall reimburse him for all pre-approved and reasonable expenses Mr. Dunckel incurs while carrying out his consulting duties. The consulting agreement shall continue in place and Mr. Dunckel shall remain entitled to the same compensation until such time as the Company enters into a new agreement with him as President. Payable to the Chief Executive Officer and President On February 3, 2014, Darren Dunckel paid certain legal, accounting and other invoices on behalf of the Company aggregating $33,512. Such advances have not been repaid and are included in accounts payable- related parties. In addition, Mr. Dunckel is owed $202,332 in unpaid consulting fees. During the years ended December 31, 2016 and 2015, the Company expensed $79,000 and $84,000, respectively in consulting fees to Mr. Dunckel. Payable to former President and Chairman of the Board As of December 31, 2016, and 2015, the Company has a payable of $86,000 to a former President and Chairman of the Board for consulting services rendered in prior years. Payable to shareholder As of December 31, 2016 and 2015 the Company had $76,876 accrued for accounting services from a shareholder, PT Platinum. This amount is included in accounts payable-related parties. During the years ended December 31, 2016 and 2015, the Company expensed $0 and $58,073, respectively in fees to PT Platinum. |