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. At times SC charges Ubiquity 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 three months ended March 31, 2015 and 2014: 2015 2014 Receivable from SC Business, beginning of the year $ 1,279,681 $ 437,812 Amount charged on Ubiquity Credit Cards by SC Business $ 1,398,162 $ 527,942 Amounts remitted back to Ubiquity (1,127,947 ) (380,203 ) Amounts retained by SC for settlements of Brenden Garrisons accrued salary (2015) and amounts due SC (2014) (56,614 ) (48,291 ) PayPal and other fees incurred by SC Business (51,551 ) (18,748 ) Receivable from SC Business $ 1,441,731 $ 518,512 (1) Amounts remitted to SME $ 152,050 $ 80,700 (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 three months ended March 31, 2015 and 2014: 2015 2014 Receivable from Max Gan, beginning of year $ 247,461 $ 125,920 Amount charged on Ubiquity Credit Cards $ 232,289 $ 176,976 Amounts remitted back to Ubiquity (246,620 ) (172,887 ) PayPal and other fees incurred (8,177 ) (4,089 ) Interest Service fees charged $ 0 $ 0 Receivable from Max Gan, end of period $ 224,953 $ 125,920 Nicholas Mitsakos Nicholas Mitsakos 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 three months ended March 31, 2015 and 2014, the Company recorded expense of $75,000 and $75,000, respectively, under the contract. As of March 31, 2015 and December 31, 2014, the cash amounts owed under the contract were $225,000 and $150,000, 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. During the three months ended March 31, 2015 and 2014, the Company expensed $7,500 and $7,500 in consulting fees, and owed him $10,000 and $10,000, in reference to a note payable at March 31, 2015 and December 31, 2014, 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 $5,195 and $6,752 related to her salary and personal expenses charged against her salary during the three months ended March 31, 2015 and 2014, 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 $3,322 and $3,404 related to his salary and personal expenses charged against his salary during the three months ended March 31, 2015 and 2014, 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 $14,757 and $7,257 related to his salary personal expenses charged against his salary during the three months ended March 31, 2015 and 2014. Christopher Carmichael & Connie Jordan The following is a summary of compensation paid and amounts payable to Christopher Carmichael and Connie Jordan for the three months ended March 31, 2015 and 2014: Christopher Christopher Carmichael Carmichael Connie Jordan Connie Jordan 3/31/2014 3/31/2015 3/31/2014 3/31/2015 Beginning Accrued Balance $ 1,053,398 $ 2,705,365 $ 181,241 $ 1,199,523 Add SME * - January 1, 2014 $ 1,220,863 $ - $ 971,065 $ - Salary - Ubiquity, Inc. Period Ending March 31st $ 140,790 $ 142,151 $ 70,715 $ 71,914 Sponsor Me, Inc. Period Ending March 31st $ 50,000 $ 50,000 $ 45,000 $ 47,500 Director Fees - Period Ending March 31st $ - $ - $ - $ - Bonus $ 87,332 $ 10,875 $ 29,324 $ 3,263 Other $ - $ (1,000,000) {1} $ - $ - Subtotal $ 2,552,383 $ 1,908,391 $ 1,297,346 $ 1,322,199 Payments $ (179,605 ) $ (237,233 ) $ (133,198 ) $ (69,803 ) SME Amounts Forgiven in Share Exchange Agreement $ (1,261,213 ) $ (1,470,863 ) $ (1,019,088 ) $ (1,198,565 ) Accrual - Ending March 31 $ 1,111,565 $ 200,295 $ 145,060 $ 53,831 {1} Salary and bonuses forgiven for the exchange to purchase options, see note 6 * Payments do not include amounts SME paid an aggregate of approximately $20,386 and $20,861 in benefits for the three months ended March 31, 2015 and 2014, 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 three months ended March 31, 2015 and 2014, the CEO earned bonuses of $10,875 and $87,332, respectively, in connection with the bonus provisions of his related employment agreement (see Note 10). During the three months ended March 31, 2015 and 2014, the Senior Executive Vice President earned bonuses of $3,263 and $29,325, 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 March 31, 2015 and December 31, 2014, amounts payable to the CEO related to the items discussed above were $194,445 and $1,274,852, 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 March 31, 2014 and December 31, 2014, amounts payable to the Senior Executive Vice President related to the items discussed above were $42,783 and $48,458, 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. During the three months ended March 31, 2015 and 2014, the Company accrued $21,250 and $21,250, respectively, in connection with amounts due to non officer board of director members. As of March 31, 2015 and December 31, 2014, $103,750 and $82,500 was included within accrued expenses on the accompanying balance sheet. 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 and is memorialized in a formal agreement. The Company had certain notes payable outstanding to related parties as of March 31, 2015 and December 31, 2014. During the periods ended March 31, 2015 and December 31, 2014, the Company borrowed $100,000 and $225,000 from Chris Carmichael for which payments were made of $0 and $232,000, respectively. As of March 31, 2015 and December 31, 2014, Christopher Carmichael was owed $100,000 and $0, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the period ended March 31, 2015, the Company recorded accrued interest of $0 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 $10,000 as of March 31, 2015 and December 31, 2014, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. Employees of the Company were owed $60,442 and $28,250 as of March 31, 2015 and December 31, 2014, 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. |