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 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 and nine months ended September 30, 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 $ 4,003,565 $ 1,324,482 Amounts remitted back to Ubiquity (3,538,180 ) (604,368 ) Amounts retained by SC for settlements of Brenden Garrisons accrued salary and reimbursements(2015) and amounts due SC (2014) (129,497 ) (49,011 ) PayPal and other fees incurred by SC Business (143,438 ) (46,357 ) Receivable from SC Business $ 1,472,231 $ 1,062,559 (1) Amounts remitted to SME $ 182,550 $ 437,047 (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. 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 and nine months ended September 30, 2015 and 2014: 2015 2014 Receivable from Max Gan, beginning of year $ 247,461 $ 125,920 Amount charged on Ubiquity Credit Cards $ 684,434 $ 460,674 Amounts remitted back to Ubiquity (638,788 ) (281,986 ) PayPal and other fees incurred (24,055 ) (16,124 ) Interest Service fees charged $ 0 $ 0 Receivable from Max Gan, end of period $ 269,153 $ 288,485 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 and nine months ended September 30, 2015 and 2014, the Company recorded expense of $75,000, $225,000, $75,000 and $225,000, respectively, under the contract. As of September 30, 2015 and December 31, 2014, the cash amounts owed under the contract were $375,000 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 and nine months ended September 30, 2015 and 2014, the Company expensed $7,500, $22,500, $7,500 and $22,500 in consulting fees, and owed him $10,000 and $10,000, in reference to a note payable at September 30, 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 $11,014, $33,320, $11,360 and $28,467 related to her salary and personal expenses charged against her salary during the three and nine months ended September 30, 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 $1,772, $15,202, $7,576 and $23,054 related to his salary and personal expenses charged against his salary during the three and nine months ended September 30, 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 $9,233, $30,480, $15,720 and $43,944 related to his salary personal expenses charged against his salary during the three and nine months ended September 30, 2015 and 2014, respectively. 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, and September 30, 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 31 $ 140,790 $ 142,151 $ 70,715 $ 71,914 Sponsor Me, Inc. Period Ending March 31 $ 50,000 $ 50,000 $ 45,000 $ 47,500 Director Fees - Period Ending March 31 $ - $ - $ - $ - 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. Christopher Carmichael 6/30/2014 Christopher Carmichael 6/30/2015 Connie Jordan 6/30/2014 Connie Jordan 6/30/2015 Beginning Accrued Balance $ 1,111,565 $ 200,295 $ 145,060 $ 53,831 Add SME - January 1, 2014 0 0 0 0 Salary - Ubiquity, Inc. Period Ending September 30th 141,545 162,289 68,931 87,981 Director Fees - Period Ending September 30th 15,000 0 0 0 Bonus 131,410 457 39,423 196 Other 0 0 0 0 Subtotal 1,399,520 363,041 253,415 142,007 Payments 223,901 106,844 142,946 18,500 Accrual Ending September 30th, less SME Forgiven Balance 1,175,619 256,197 110,469 123,507 {1} Salary and bonuses forgiven for the exchange to purchase options, see note 6 Christopher Carmichael Christopher Carmichael Connie Jordan Connie Jordan 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Beginning Accrued Balance $ 1,175,618 $ 256,197 $ 110,469 $ 123,508 Add SME - January 1, 2014 0.00 0.00 0.00 0.00 Salary - Ubiquity, Inc. Period Ending September 30th 133,050 133,050 66,100 66,100 Sponsor Me, Inc. Period Ending September 30th 50,000 0.00 45,000 0.00 Director Fees - Period Ending September 30th 7,500 0.00 0.00 0.00 Bonus 122,037 236 36,611 101 Other 0.00 0.00 0.00 0.00 Subtotal 1,488,205 389,247 258,179 189,608.01 Payments 255,087 197,000 102,711 66,099.99 Accrual - Ending September 30th 1,233,118 192,482 155,468 123,609.02 {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 $24,084, $44,470, $17,880 and $38,741 in benefits for the three and nine months ended September 30, 2015 and 2014, respectively. * At September 30, 2015 our CEO Chris Carmichael had loaned the company $264,172. 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, receives 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 and nine months ended September 30, 2015 and 2014, the CEO earned bonuses of $236, and $11,568, $122,037 and $340,779, respectively, in connection with the bonus provisions of his related employment agreement (see Note 10). During the three and nine months ended September 30, 2015 and 2014, the Senior Executive Vice President earned bonuses of $101, and $3,560, $36,611 and $105,359, 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 September 30, 2015 and December 31, 2014, amounts payable to the CEO related to the items discussed above were $192,482 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 September 30, 2015 and December 31, 2014, amounts payable to the Senior Executive Vice President related to the items discussed above were $123,609 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 and nine months ended September 30, 2015 and 2014, the Company accrued $21,250, $21,250, $42,500 and $42,500, respectively, in connection with amounts due to non officer board of director members. As of September 30, 2015 and December 31, 2014, $125,000 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 loan agreement. See Note 9 for discussion of options granted during the nine months ended September 30, 2015 in connection with this guarantee. The Company had certain notes payable outstanding to related parties as of September 30, 2015 and December 31, 2014. During the periods ended September 30, 2015 and December 31, 2014, the Company borrowed $545,904 and $225,000 from Chris Carmichael for which payments were made of $281,732 and $232,000, respectively. As of September 30, 2015 and December 31, 2014, Christopher Carmichael was owed $264,172 and $0, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the period ended September 30, 2015, the Company recorded accrued interest of $4,759. The proceeds were used for operations. Albert Carmichael, a family member of the Companys CEO, was owed $10,000 and $10,000 as of September 30, 2015 and December 31, 2014, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. Employees, consultants or shareholders of the Company were owed $85,026 and $28,250 as of September 30, 2015 and December 31, 2014, respectively. The amounts are unsecured, non-interest bearing and due on demand. However, the Company is recording interest at 8%, which is consistent with other related party loans, for a total accrued interest of $3,706 as of September 30, 2015. The proceeds were used for operations. In addition, during the nine months ended September 30, 2015, the Company issued 736,834 share of common stock in settlement of $57,500 in principal balance. The Company valued the shares of common stock at $81,032 based upon the closing market price on the date of issuance. The excess fair market value of the common stock over the amount relived of $23,532 was recorded as interest expense. 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. |