Note 12 - Related Party Transactions | Note 12 – Related Party Transactions (1) Bombshell Technologies, Inc. Revenue The following table summarizes the revenue from the Company’s related parties. Revenues below reflect the transactions between Bombshell, PERA and Appreciation to the time of acquisition, consolidation and combination effective August 20, 2020, thereafter intercorporate sales are eliminated: Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Appreciation Financial LLC (1)(2) $ - $ 195,065 $ 101,217 $ 586,154 Public Employee Retirement Assistance (PERA) (1)(2) - 47,261 74,856 187,189 Superior Performers Inc. (1) - 180,916 240,106 649,829 Others 15,085 111,365 69,349 234,737 Grand Total $ 15,085 $ 534,607 $ 485,528 $ 1,657,909 (1) The Company had a significant concentration of revenue from these three related party customers totaling 0% and 86% in the three and nine months ended March 31, 2021 and, 79% and 86% of gross related party revenues during the three and nine months ended March 31, 2020, respectively. Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. (2) The amounts included in this table are for periods prior to the entity being consolidated/combined. The amounts in the periods shown from August 20, 2020 and forward include intercompany eliminations due to consolidation. The following table summarizes the accounts receivable from the Company’s related parties: March 31, 2021 June 30, 2020 Appreciation Financial LLC (1) $ - $ 140,289 Public Employee Retirement Assistance (PERA) (1) - 49,737 Superior Performers Inc. (1) 4,701 58,061 Others 15,717 970 Grand Total $ 20,418 $ 249,057 (1) The Company had a significant concentration of accounts receivable from these three customers totaling 99% as at June 30, 2020. Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. Appreciation and PERA balances are eliminated as of March 31, 2021. Costs of Goods and Commissions Fees The following table summarizes the Costs of Sales – related parties: Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Trendsic Corporation Inc. (1)(2) $ - $ - $ - $ 178,799 Ambiguous Holdings LLC (1)(2) - - - 7,555 Others 1,800 - 1,800 - Total $ 1,800 $ - $ 1,800 $ 186,354 (1) The Company had a significant concentration of total costs of goods sold from these two related party vendors totaling 0% and 100% of related party costs of goods sold in the three and nine months ended March 31, 2020, respectively. (2) Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. The following table summarizes expense related to commission fees included as General and administrative – related parties: Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Zeake, LLC (1) $ 47,237 $ 56,819 $ 156,679 $ 167,260 (1) Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. The following table summarizes accounts payable to the Company’s related parties: March 31, June 30, 2020 Trendsic Corporation Inc. (1) $ - $ 61,948 Zeake, LLC (1) 118,045 78,515 Grand Total $ 118,045 $ 140,463 (1) Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. (2) PERA LLC The following table summarizes the Costs of Sales – related parties: Three months ended March 31, 2021 For the period August 20, 2020 to March 31, 2021 PERA Wizards, LLC (1) $ 591,142 $ 1,514,984 Wingbrook Partners, LLC (1) 321,396 894,385 Total $ 912,538 $ 2,409,367 (1) Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company. The following table summarizes expense related to commission fees paid to related parties and included as General and administrative – related parties: Three months ended For the period August 20, 2020 to March 31, 2021 Management fee $ 55,519 $ 147,250 Commission fee 75,070 201,872 Total $ 130,589 $ 349,122 (3) Appreciation Financial LLC The following table summarizes the Costs of Sales – related parties: Three months ended For the period August 20, 2020 to March 31, 2021 Member of Appreciation $ 24,315 $ 77,128 The following table summarizes expense related to compensation included as General and administrative – related parties: Three months ended For the period August 20, 2020 to March 31, 2021 Member of Appreciation $ 376,745 $ 1,072,042 Upon combination of Appreciation, the Company assumed accounts payable as below: March 31, 2021 Member of Appreciation $ 201,252 (4) Grow Capital On February 12, 2020, the Company entered into a consulting agreement with Trevor Hall and appointed Mr. Hall to serve as an interim CFO of the Company beginning January 1, 2020 through December 31, 2020. Pursuant to the consulting agreement, a fixed fee of Sixty Thousand (60,000) shares of the Company’s unregistered restricted common stock for his providing chief financial officer services. The shares are to be issued at a rate of Fifteen Thousand (15,000) shares per quarter. The first and second installments, covering the period January 1 to June 30, 2020, were issued on March 3, 2020 and vested immediately upon issuance. On April 1, 2020, Jonathan Bonnette, who had been the President and Chief Executive Officer of Grow Capital since July 1, 2018, transitioned out of his role as President and Chief Executive Officer and became the Company’s Chief Technology Officer and the Chief Executive Officer of the Company’s subsidiary, Bombshell Technologies. Mr. Terry Kennedy was appointed to succeed Mr. Bonnette as the President and Chief Executive Officer of the Company, effective April 1, 2020. In connection with Mr. Kennedy’s appointment, the Company and Mr. Kennedy entered into an executive compensation agreement (the “Compensation Agreement”) with an effective date of April 1, 2020. The Compensation Agreement governs the terms and conditions regarding Mr. Kennedy’s compensation for the three-month period beginning on April 1, 2020, and ending on June 30, 2020, and may be terminated “for cause” only. Pursuant to the Compensation Agreement, following his appointment as President and Chief Executive Officer, Mr. Kennedy was issued 50,000 unregistered, restricted shares of the Company’s Common Stock on April 20, 2020 as compensation for the three-month period ending June 30, 2020. The 50,000 shares were valued at $44,040 at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant. The shares of common stock issued are immediately and fully vested, and deemed to be fully earned, upon their issuance. If such a permanent executive compensation or employment agreement is not consummated prior to July 1, 2020, the Compensation Agreement will automatically renew for one additional three-month period beginning on July 1, 2020, with Mr. Kennedy entitled to receive up to an additional 50,000 unregistered, restricted shares of the Company’s common stock, with the actual number of shares being prorated for the portion of the extended period actually served until the more permanent executive compensation/employment agreement is consummated. On May 15, 2020, the Company entered into Fee Agreements (collectively, the “Fee Agreements”) with each of (i) Jonathan Bonnette, and (ii) Carl Sanko, a director and the Secretary of the Company. Under the Fee Agreements, on May 15, 2020, each of Mr. Bonnette, and Mr. Sanko were issued unregistered, restricted shares of Common Stock for services provided to the Company. Pursuant to the Fee Agreements: (i)Mr. Bonnette received a fixed fee of $320,000 for his service as Chief Executive Officer of the Company and for outside business management and consulting services of which 1/3, or $106,667 was immediately payable. by way of an upfront payment of 133,333 unregistered, restricted shares of Common Stock valued at $113,017 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020. The balance of Mr. Bonnette’s compensation of $213,333 will vest monthly but be paid in shares of Common Stock quarterly in installments of $71,111 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021. (ii)Mr. Sanko received a fixed fee of $270,000 for his services as Secretary of the Company and for outside business management and consulting services, of which 1/3 or $90,000 was immediately payable by way of an upfront payment of 112,500 unregistered, restricted shares of Common Stock valued at $95,400 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020; The balance of Mr. Sanko’s compensation of $180,000 will vest monthly but be paid in shares of Common Stock in quarterly in installments of $60,000 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021. During the nine months ended March 31, 2021, the Company issued a total of 832,913 unregistered, restricted Common Shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued those issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of grant and recorded stock-based compensation of $937,346. During the nine months ended March 31, 2021, the Company made a cash payment of $20,000 to Carl Sanko, a director and the Secretary of the Company in respect to services provided to one of the Company’s subsidiaries. During the nine months ended March 31, 2021, the Company issued a total of 75,000 unregistered, restricted shares of Common Stock to related parties for cash proceeds of $75,000. During the nine months ended March 31, 2021, the Company issued a total of 500,000 unregistered, restricted common shares to certain third parties and related entities for cash consideration of $125,000. |