Related Party Transactions | NOTE 8 - RELATED PARTY TRANSACTIONS Compensation Related UBIQUITY, INC. SC Business, Inc. SC Business, Inc. (SC) is an entity owned by the Companys CFO, Brenden Garrison. SC charged Ubiquity $28,758 for tax/consulting work. In order to assist the Company in accessing its credit card lines (as provided by the Carmichael family see Loans Payable Related Parties below), SC Business periodically charges the Companys credit cards through PayPal and remits the related funds, net of fees, back to Ubiquity or to SME. The following is a summary of the transactions between the parties during the years ended December 31, 2014 and 2013: 2014 2013 Receivable from SC Business, beginning of the year $ 437,812 $ 7,358 Amount charged on Ubiquity Credit Cards by SC Business 2,619,267 1,862,267 Amounts remitted back to Ubiquity (1,673,407 ) (1,194,238 ) PayPal fees charged by SC Business (75,233 ) (43,793 ) Fees paid to SC Business for services provided in prior years - (185,782 ) Consulting fees charged by SC Business to Ubiquity $ (28,758 ) $ (8,000 ) Receivable from SC Business $ 1,279,681 (1) $ 437,812 Amounts remitted to SME (net of approximately $232,000 of amount SME owed to SC Business) $ 609,897 $ 501,950 (1) The substance of this receivable is that it is due from SME based on the balance being related to amounts remitted from Ubiquity to SME. See note 2 for related elimination of the related balance upon the acquisition of SME. Accordingly, such amounts are eliminated in the consolidation of SME. Max Gan Max Gan is an employee of the Company. Max Gan loans the company money periodically and also assists the Company in accessing its credit card lines, Max Gan periodically charges the Companys credit cards through PayPal. Max Gan,then remits the related amount charged, net of fees, back to Ubiquity. The following is a summary of the transactions between the parties during the years ended December 31, 2014 and 2013: 2014 2013 Receivable from Max Gan, beginning of year $ 125,920 $ - Amount charged on Ubiquity Credit Cards 574,040 682,508 Amounts remitted back to Ubiquity (393,405 ) (512,754 ) PayPal fees charged (42,185 ) (23,621 ) Service fees charged $ (16,909 ) $ (20,213 ) Receivable from Max Gan, end of year $ 247,461 $ 125,920 Nicholas Mitsakos Nicholas Mitsakos C is the Companys Co-Chairman of the Board. The Company entered into a directors retention agreement with Mitsakos on March 22, 2013 for the issuance of 250,000 shares of common stock as amended in July 2013 for the issuance of an additional 250,000 shares of common stock. Finally, the agreement was amended in December 2013, which calls for monthly payments of $25,000 beginning in January 2014. During the years ended December 31, 2014 and 2013, the Company recorded expense of $635,625 and $716,875, respectively, under the contract. As of December 31, 2014 and 2013, the cash amounts owed under the contract were $150,000 and $0, respectively. Carmichael Enterprises This entity is owned by Al Carmichael, who is the father of our CEO, Chris Carmichael. Al Carmichael is the signor for the Companys business credit cards. In exchange for providing the Company with the access to the related credit lines, the Company pays him a monthly fee of $2,500 per month. The Company expensed the $30,000 and $30,000 in consulting fees, and owed him $10,000 and $0, in reference to a note payable at December 31, 2014 and 2013, respectively. Brittany Carmichael Brittany Carmichael is the daughter of our CEO, Chris Carmichael and provides secretarial, administrative, and marketing support for the Company. The Company expensed approximately $18,494 and $18,279 related to her salary and personal expenses charged against her salary during the year ended December 31, 2014 and 2013, respectively. The Company issued a 1099 for $18,494 and $10,516 for 2014 and 2013, respectively. Cameron Carmichael Cameron Carmichael is the son of our CEO, Chris Carmichael, and provides studio related services to the Company. The Company expensed approximately $7,320 and $7,493 related to his salary and personal expenses charged against his salary during the year ended December 31, 2014 and 2013, respectively. The Company issued a 1099 for $7,320 and $0 for 2014 and 2013, respectively. Shane Carmichael Shane Carmichael is the son of our CEO, Chris Carmichael, and provides studio related services to the Company. The Company expensed approximately $4,914 and $7,651 related to his salary personal expenses charged against his salary during the year ended December 31, 2014 and 2013, respectively. The Company issued a 1099 for $4,914 and $1,279 for 2014 and 2013, respectively. Christopher Carmichael & Connie Jordan The following is a summary of compensation paid and amounts payable to Christopher Carmichael and Connie Jordan for the year ended December 31, 2014: Christopher Carmichael Connie Jordan Accrual December 31, 2013 $ 1,053,398 $ 181,241 Add SME January 1, 2014 1,220,863 971,065 Annual Salary Ubiquity, Inc. 539,400 264,400 Annual Salary Sponsor Me, Inc. 200,000 180,000 Annual Director Fees - - Bonus - 403,010 120,943 Other 14,994 5,957 Subtotal 3,431,665 1,723,606 Payments (726,300) (1) (524,083 )(1) Accrual - December 31, 2014 $ 2,705,365 $ 1,199,523 (1) Payments do not include amounts SME paid an aggregate of approximately $61,875 and $59,850 in benefits for the years ended December 31, 2014 and 2013, respectively. Annual Salary On December 20, 2013, effective January 1, 2014, the Board of Directors approved to increase Christopher Carmichael, the Companys CEO, annual salary from $420,000 to $525,000. Additionally, the CEO receives and accrues a medical allowance of $1,200 per month. In addition, the CEO receives an annual grant of 300,000 options prior to January 1, 2014 and 600,000 subsequently. The Companys CFO receives an annual salary of $225,000 and an annual option grant of 150,000 shares prior to January 1, 2014 and 150,000 subsequently. The Companys Senior Executive Vice President, Connie Jordan, received an annual salary of $250,000 during the years ended December 31, 2014 and 2013. Additionally, the Senior Executive Vice President receives and accrues a medical allowance of $1,200 per month and an annual option grant of 200,000 prior to January 1, 2014 and 300,000 subsequently. Bonus During the years ended December 31, 2014 and 2013, the CEO earned bonuses of $403,010 and $230,563, respectively, in connection with the bonus provisions of his related employment agreement (see Note 10). During the years ended December 31, 2014 and 2013, the Senior Executive Vice President earned bonuses of $120,943 and $39,168, respectively, in connection with the bonus provisions of her related employment agreement (see Note 10). The Company accounts for the bonuses as payroll expense. Accrued Amounts Payable to CEO and Senior Executive Vice President As of December 31, 2014 and 2013, amounts payable to the CEO related to the items discussed above were $1,274,852 and $1,053,398, respectively. See Note 6 for discussion related to $1,000,000 of salary and bonus payable to the CEO exchanged for options to purchase shares of the Companys common stock. As of December 31, 2014 and 2013, amounts payable to the Senior Executive Vice President related to the items discussed above were $48,458 and $181,241, respectively. Board of Director Fees Effective July 1, 2014, the Company revised its policy for providing compensation to members of the board of directors. Each independent board member receives an annual fee off $25,000 payable annually and additional compensation annually ranging from $5,000 - $10,000 depending on the board members participation in the Companys various committees. In addition, effective July 1, 2014, the Company officers who also reside on the board of directors do not receive compensation. As of December 31, 2013, of the board of director fees accrued, $25,000 was due to the CEO and $25,000 and $25,000 was due to the Senior Executive Vice President. During the years ended December 31, 2014 and 2013, the Company accrued $32,500 and $75,000 in such compensation which is included within accrued expenses on the accompanying balance sheet. Sponsor Me, Inc. The Companys CEO, CFO and Senior Executive Vice President receive annual salaries of $200,000, $42,000 and $180,000, respectively, in connection with services performed for SME. As of December 31, 2014, amounts payable in connection with these salaries to the CEO, CFO and Senior Executive Vice President were $1,420,863, $247,022 and $1,151,065, respectively. Subsequent to year end all amounts, including accrued payroll taxes for which payroll wasnt paid, were forgiven, see Note 14 for additional information. During the years ended December 31, 2014 and 2013 the related officers received payments and benefits of $172,101 and $156,850, respectively. Brittany Carmichael The Company expensed approximately $17,068 in salary during the year ended December 31, 2014 in which a 1099 was issued in the amount of $8,353 and W-2 in the amount of $8715 for secretarial, administrative, and marketing support for the Company. In addition, SME paid an aggregate of approximately $9,944 and $18,297 in benefits for the years ended December 31, 2014 and 2013, respectively.. Cameron Carmichael The Company expensed approximately $21,876 and $24,853 in salary during the year ended December 31, 2014 and 2013, respectively, in which a 1099 was issued for services relating to content creation and distribution via the SME website. In addition SME paid an aggregate of approximately $9,499 and $9,805 in benefits for the years ended December 31, 2014 and 2013, respectively. Shane Carmichael The Company expensed approximately $45,837 and $34,460 in salary during the year ended December 31, 2014 and 2013, respectively, in which a 1099 was issued for services relating to content creation and distribution via the SME website. In addition SME paid an aggregate of approximately $20,900 and $18,672 in benefits for the years ended December 31, 2014 and 2013, respectively. Options and Common Stock Issued to Related Parties See Note 9 for discussion of options and common stock granted to management and the board of directors during the years ended December 31, 2014 and 2013. Loans Payable - Related Parties Ubiquity, Inc. The Carmichael Family has personally guaranteed two Company credit cards and has allowed the Company use of their personal credit cards as needed. Total lines of credit personally guaranteed by the Carmichael family are up to $800,000 per month. The Company had certain notes payable outstanding to related parties as of December 31, 2014 and 2013. During the years ended December 31, 2014 and 2013, the Company borrowed $225,000 and $7,000 from Chris Carmichael for which payments were made of $232,000 and $0, respectively. As of December 31, 2014 and 2013, Christopher Carmichael was owed $0 and $7,000, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the year ended December 31, 2014, the Company recorded accrued interest of $18,418 as contributed capital as the interest on the notes payable was forgiven. The proceeds were used for operations. Albert Carmichael, a family member of the Companys CEO, was owed $10,000 and $0 as of December 31, 2014 and 2013, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. An employee of the Company was owed $10,000 and $0 as of December 31, 2014 and 2013, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. In February 2014, the Company received a $50,000 loan from a shareholder. The proceeds from the loan were used for operations and were expected to be paid back on demand. No formal terms were ever entered into in connection with the loan. During the year ended December 31, 2014, the Company repaid the $50,000 loan and an additional $5,000 which was accounted for as interest expense. Sponsor Me, Inc. A contractor of Sponsor Me, Inc. was owed $0 and $15,000 as of December 31, 2014 and 2013, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. Max Gan an employee of Ubiquity, was owed $10,000 and $0 as of December 31, 2014 and 2013, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. SC Business a company controlled by Sponsor Me, Inc.s CEO was owed $1,289,681 and $679,784 by SME as of December 31, 2014 and 2013, respectively. The amounts are unsecured, non-interest bearing and due on demand. The substance of the amounts due to SC Business is based on the amounts advanced from Ubiquity. Accordingly such amounts at December 31, 2014 are eliminated in consolidation. The proceeds were used for operations and are the result of advances from Ubiquity to SC Business which were then disbursed to SME (See SC Business. section above). Licensing and Revenues On August 30, 2010, Ubiquity entered into two separate Patent Licensing Agreements with Sponsor Me Inc., (SME) for the License of the Immersive Advertising Patent in the amount of $250,000, another agreement for the license of the Lifestyle Portal Patent in the amount of $250,000, and also a Lifestyle Portal Web and Mobile Development reimbursement agreement for the production of the SME web and mobile site. The balance due from SME to Ubiquity on these agreements was $190,915 for the year ended December 31, 2013, and included with long term receivable - related parties on the accompanying balance sheet at December 31, 2013. In 2014, the transaction was eliminated in connection with the consolidation of SME, and the unamortized asset balance was insignificant and included in other assets in the accompanying consolidated balance sheet at December 31, 2014 see Note 2 for additional information. |