Related party transactions and balances | 6. Related party transactions and balances a) Related party transactions Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Loan from a shareholder $ 9,965 $ 8,284 $ 38,516 $ 36,133 Interest expense to a shareholder 11,536 10,193 22,180 19,673 Fee for professional services provided by related parties 28,500 28,500 57,000 57,000 License fee expense to a related party $ 12,500 $ 12,500 $ 25,000 $ 25,000 b) Related party payables June 30, December 31, (Unaudited) Loan from a shareholder $ 469,122 $ 430,606 Interest payable to a shareholder 110,891 88,711 Payable to a related party for license fee 212,500 187,500 Professional fee payable to related parties 380,000 323,000 Due from a related party $ 2,196,500 $ 2,196,500 On May 1, 2018, PBG Water Solutions and the Company entered into a Credit Loan Agreement with a 28.29% shareholder of the Company (the “Lender”). The Lender had provided operating capital to PBG Water Solutions since its inception, and to the Company since the consummation of PBG SEA. Pursuant to the Credit Loan Agreement, the Lender will provide a loan of $500,000 to the Company for 2 years with 10% annual interest which shall be applied from the date of the Credit Loan Agreement. The due date of the loan has been extended until December 31, 2021. In compensation for the loan, the Company issued to the Lender a 5-year cashless warrant, which entitles the Lender to purchase 50 million (50,000,000) shares of the Company’s common stock at an exercise price of $0.01. The warrant cannot be exercised before June 1, 2019, and shall be void and non-exercisable if the Company (i) raises more than $20 million in equity or (ii) has revenue in excess of $100 million in any fiscal year. As of June 30, 2021 and December 31, 2020, the Lender has provided $469,122 and $430,606 to the Company, respectively. During the three months ended June 30, 2021 and 2020 the Lender provided $9,965 and $8,284 to the Company, respectively. During the six months ended June 30, 2021 and 2020 the Lender provided $38,516 and $36,133 to the Company, respectively. During the three months ended June 30, 2021 and 2020, the Company recorded $11,536 and $10,193 interest expense incurred from the loan, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded $22,180 and $19,673 interest expense incurred from the loan, respectively. In February 2018, PBG Water Solutions entered into a financial advisory agreement with Rebus Capital Group (“Rebus”), an entity affiliated with a shareholder of the Company, pursuant to which PBG Water Solutions will pay Rebus $30,000 per quarter. The agreement has a term of five years from March 2018 but is cancellable by either party on sixty days’ notice. The service fee for the first 3 months was waived by Rebus. Professional service expense related to this agreement was $28,500 and $28,500 for the three months ended June 30, 2021 and 2020, respectively. Professional service expense related to this agreement was $57,000 and $57,000 for the six months ended June 30, 2021 and 2020, respectively. In April 2017, PBG Water Solutions entered into a License and Supply Agreement with an individual shareholder who owned 50% of PBG Water Solutions’ common stock and the shareholder’s majority owned company Beijing QHY Environment S & T Co., Ltd. (“Beijing QHY”). Pursuant to the License and Supply Agreement and its Amendment entered into in June 2017, the individual shareholder and Beijing QHY (the “Licensor”) granted PBG the exclusive use of 21 patents in any area outside the People’s Republic of China (the “PRC”) for 20 years. A one-time fee of $1 million shall be paid before December 31, 2021, and royalties of 1% of the net revenue received by PBG from the sale, license or other distribution of the licensed products shall be paid annually. In addition, the Licensor shall supply PBG Water Solutions licensed products at prices agreed upon from time to time by the Licensor and PBG Water Solutions. The Company, QHY Water Solutions and PBG Water Solutions didn’t generate any net revenue from the licensed equipment or products during the six months ended June 30, 2021 and 2020. The Company recorded a $12,500 and $12,500 license fee expense for the three months ended June 30, 2021 and 2020, respectively. The Company recorded a $25,000 and $25,000 license fee expense for the six months ended June 30, 2021 and 2020, respectively, and made no payment of license fees as of June 30, 2021. The shareholder/licensor owns 47.15% of the Company’s common stock as of June 30, 2021. In December 2018, the Company issued 6,655,750 shares of the Company’s common stock for aggregate consideration of $2,196,500. Beijing QHY collected the subscription on behalf of the Company in RMB. The monies are considered held by Beijing QHY for the benefit of the Company as of June 30, 2021, and are to be used to pay manufacturers in China for the wastewater treatment equipment we would purchase if we received an order. It is likely that the funds will not be available to pay expenses incurred outside China. |