Related Party Transactions | NOTE 10. RELATED PARTY TRANSACTIONS Related party transactions consist of the following: December 31, 2017 December 31, 2016 Related party payables Accrued compensation $ 927,144 [1] $ 198,700 Cash advances 171,630 [1] 41,380 Total related party payables 1,098,774 240,080 Note payable, related party 185,000 185,000 Notes payable, related party, convertible 1,167,254 1,357,254 Total notes payable 1,352,254 1,542,254 Total related party transactions $ 2,451,028 $ 1,782,334 [1] As of January 1, 2017, Mr. Dave Engert, former Executive Chairman of the board of directors, is no longer a related party. As a result, related party payables has been reduced by $105,746, representing $105,000 in accrued compensation and $746 in cash advances. As of December 31, 2017, $105,746 is included as part of accounts payable (Note 7) on the accompanying consolidated balance sheets. See Note 19 for additional information and legal proceedings related to Mr. Engert. As at December 31, 2017 and 2016, respectively, related parties are due a total of $2,451,028 and $1,782,334, consisting of $927,144 and $198,700 in accrued compensation owed to officers; $171,630 and $41,380 in cash advances from officers and beneficial owners to the Company for operating expenses; and $1,352.254 and $1,542,254 in related party notes payable, of which $1,167,254 and $1,357,254 contain conversion features. On January 23, 2017, in connection with a certain subscription agreement, the Company issued 30,000 shares of its Series B preferred Stock at $5.00 per share to a related party, for cash in the amount of $150,000 (Note 11). On March 16, 2017, in connection with a related party convertible promissory note in the amount of $250,000 and accrued interest of $7,954, of which $6,422 and $1,532 was expensed during the years ended December 31, 2017 and 2016, respectively, the Company issued 1,228,346 shares of its restricted common stock at a conversion rate of $0.21 per share (Note 12). On May 18, 2017, in connection with a related party convertible promissory note in the amount of $200,000 and accrued interest of $27,781, of which $3,781 and $24,000 was expensed during the years ended December 31, 2017 and 2016, respectively, the Company issued 2,277,808 shares of its restricted common stock at a conversion rate of $0.10 per share (Note 12). On September 11, 2017, in connection with a related party convertible promissory note in the amount of $331,100, the note holder elected to convert a portion of the principal in the amount of $40,000. As a result, the Company issued 400,000 shares of its restricted common stock at a conversion rate of $0.10 per share (Note 12), and the principal balance of the note was reduced to $291,100. Related party convertible notes payable consist of the following: Note Holder Principal APR Accrued Interest Conversion Price Term/Due J. Michael Redmond, President (former) $ 5 76,154 5% $ 90,743 $0.10 07/31/2017 Huntington Chase, Beneficial Owner 291 ,100 7% 54,480 $0.10 12/31/2015 AvantGarde, LLC, Beneficial Owner 250,000 12.5% 21,319 $0.20 04/26/2018 [2] Hamburg Investment Co., Beneficial Owner 50,000 12.5% 4,058 $0.20 05/08/2018 [2] Total $ 1,167,254 $ 170,600 [2] Upon maturity, the note was extended and amended. See Note 19 for additional information. On April 26, 2017, the Company issued a subordinate secured convertible promissory note in the principal sum of $250,000. The note bears interest at a rate of 12.5% per annum, is for a term of twelve (12) months, and contains a repayment provision to convert the principal into restricted shares of the Company’s common stock at a price of $0.20 per share. The note is secured by 1,500,000 shares of the Company’s restricted common stock. During the year ended December 31, 2017, interest in the amount of $21,319 was expensed. As of December 31, 2017, a total of $21,319 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet. On May 8, 2017, the Company issued a subordinate secured convertible promissory note in the principal sum of $50,000. The note bears interest at a rate of 12.5% per annum, is for a term of twelve (12) months, and contains a repayment provision to convert the principal into restricted shares of the Company’s common stock at a price of $0.20 per share. The note is secured by 250,000 shares of the Company’s restricted common stock. During the year ended December 31, 2017, interest in the amount of $4,058 was expensed. As of December 31, 2017, a total of $4,058 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet. As of December 31, 2017, the Company has convertible promissory notes issued to its principals in the aggregate sum of $1,167,254, representing cash loans and unpaid compensation. The notes bear interest at a rate of between 5% to 12.5% per annum, mature between December 31, 2015 to May 8, 2018, and contain repayment provisions to convert the debt into the Company’s common stock at a price of between $0.10 to $0.20 per share. The conversion price of $0.10 resulted in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate in the aggregate of $473,494 was classified as discounts on the notes, and was fully expensed in prior years. During the years December 31, 2017 and 2016, respectively, interest in the amount of $76,511 and $63,686 was expensed, of which $16,833 and $35,130 was paid to the note holders in cash. As of December 31, 2017, and December 31, 2016, respectively, a total of $170,600 and $136,453 in interest has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. On September 14, 2016 and November 22, 2016, the Company, through its wholly-owned subsidiary, RoxSan, issued promissory notes to J. Michael Redmond in the principal amount of $182,000 and $15,000, respectively, for cash loans made to RoxSan for overhead requirements. The notes, in the principal sum of $197,000, bear interest at a rate of 5% per annum and matured October 14, 2016 and November 29, 2016. During the years ended December 31, 2017 and 2016, respectively, principal reductions were made in the aggregate of $0 and $12,000, and interest in the aggregate of $9,250 and $2,573 was expensed. As of December 31, 2017 and 2016, respectively, an aggregate of principal in the amount of $185,000 remains, and interest in the amount of $11,823 and $2,573 has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. On January 31, 2017, the Company’s wholly-owned subsidiary, RoxSan Pharmacy, Inc. issued a secured promissory note to Parallax Health Sciences, Inc. along with a Pledge and Security Agreement and Note Agreement of the same date, for funding, up to $2,000,000, to be disbursed to RoxSan upon request (the “Principal”). The note bears interest at a rate of 3% per annum, is for a term of five (5) years, and is secured by all of RoxSan’s unencumbered assets. Repayment of the Principal is to be made to Parallax in installments of up to $400,000 at the end of year 3; $400,001 up to $1,000,000 by the end of year 4; and the remainder of any unpaid Principal at the end of year 5, along with all accrued interest. As of December 31, 2017, principal in the amount of $1,153,395 has been disbursed, and interest in the amount of $10,395 has been accrued. On August 13, 2015, concurrent with the Company’s acquisition of RoxSan Pharmacy, the Company entered into an Employment Agreement between RoxSan and J. Michael Redmond, for Mr. Redmond to serve as RoxSan’s President and Chief Executive Officer. The agreement replaced any other written agreement with the Company, was for a term of three (3) years, and included annual compensation of $295,000 in year 1; $325,000 in year 2; and $350,000 in year 3, as well as a bonus plan contingent upon the Company's sales performance and customary employee benefits. In addition, the agreement provided for options granted to purchase for 2,000,000 shares of the Company's common stock at an exercise price of $0.05 per share. The options were for a period of five (5) years, and vest quarterly over a three (3) year period. On July 6, 2017, the Company terminated the agreement and caused the removal of Mr. Redmond. See Note 20 for additional information and legal proceedings related to Mr. Redmond. On August 13, 2015, the Company entered into an Employment Agreement between RoxSan and its Chief Financial Officer. The agreement replaces any other written agreement with the Company, is for a term of three (3) years, and includes annual compensation of $165,000 in year 1; $190,000 in year 2; and $215,000 in year 3, as well as a bonus plan contingent upon the Company's sales performance, and customary employee benefits. In addition, the agreement provides for options granted to purchase 1,500,000 shares of the Company's common stock at an exercise price of $0.05 per share. The options are for a period of five (5) years, and vest quarterly over a three (3) year period. On October 2, 2015, the Company through its wholly-owned subsidiary, RoxSan, entered into a Consulting Agreement with Huntington Chase Financial Group, LLC, whose principal is a related party. The agreement replaces any other written agreement with the Company, is for a term of three (3) years, and includes monthly compensation of $20,000 and customary expense allowances. On October 19, 2015, the Company engaged John L. Ogden, a related party, to serve as the trustee for the RoxSan Pharmacy, Inc. Pension and Profit-Sharing Plans. For his services, the Company agreed to pay Mr. Ogden $6,000 per month. On January 1, 2017, the Company, through its wholly-owned subsidiary, Parallax Health Management, Inc. (formerly Qolpom, Inc.) entered into an Employment Agreement with Mr. Nathaniel T. Bradley, the President of Parallax Health Management, Inc. The agreement is for a term of three (3) years, and includes annual compensation of $150,000, as well as a bonus plan contingent upon the Company's performance, and customary employee benefits. In addition, the agreement provides for a non-refundable, fully-vested signing bonus of $50,000. Effective August 1, 2017, the Employment Agreement was superseded by a new agreement which was executed on November 30, 2017, and replaces any other employment agreement between Mr. Bradley and the Company or any of its subsidiaries. The agreement is for an initial term of three (3) years, and provides annual compensation for Mr. Bradley to serve as the Company’s Chief Technology Officer (“CTO”), as well as CTO of Parallax Health Management, Inc. and Parallax Behavioral Health, Inc., in the aggregate of $222,000 year one, $265,000 in year two and $320,000 in year three, as well as various performance bonuses, and customary employee benefits. In addition, the agreement provides for a grant to purchase 3,000,000 restricted common shares at $0.001 per share, with 100% vesting immediately, as well as options granted to purchase 1,000,000 shares of the Company's common stock at a price of $0.25 per share. The options are for a period of five (5) years, and vest annually over a three (3) year period, with an initial vesting of 25%. On July 7, 2017, the Company entered into an Executive Employment Agreement (the “Agreement”) with Mr. Paul R. Arena to serve as the Company’s President and Chief Executive Officer for a period of three (3) years. As compensation for his services, the Agreement provides for a base compensation of $350,000 in year one, of which 30% shall be deferred until certain goals are met, $425,000 in year two, and $550,000 in year three, as well as annual bonus compensation equal to 2x base when certain Company earnings are reached. In addition, the Agreement includes a grant to purchase 10,000,000 restricted common shares at $0.001 per share, of which 25% vests immediately; 25% vests in one year; 25% vests after two years; and 25% vests when certain funding goals have been met. The Agreement also includes the grant of 5,000,000 stock options at an exercise price of $0.25 per share. The options are exercisable for a period of five (5) years, and vest when certain market share prices of the Company’s common stock are met. During the years ended December 31, 2017 and 2016, respectively, interest on related party notes payable in the amount of $95,962 and $66,259 was expensed. As of December 31, 2017 and 2016, respectively, a total of $182,422 and $139,026 in interest has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. |