Related Party Transactions | NOTE 6 - RELATED PARTY TRANSACTIONS SC Business, Inc. SC Business, Inc. (“SC”) is an entity owned by the Company’s 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 Company’s 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 months ended June 30, 2016 and 2015: 2016 2015 Receivable from SC Business, beginning of the year $ 1,707,634 $ 1,279,681 Amount charged on Ubiquity Credit Cards by SC Business $ 2,153,925 $ 3,109,132 Amounts remitted back to Ubiquity or paid on Ubiquity’s behalf (2,051,968 ) (2,694,247 ) Amounts retained by SC for settlements of Brenden Garrison’s accrued salary and reimbursements(2016) and amounts due SC (2015) 0 (110,202 ) PayPal and other fees incurred by SC Business (46,661 ) (112,133 ) Receivable from SC Business(1) June 30, $ 1,762,931 $ 1,472,331 Amounts remitted to SME $ 18,200 $ 182,550 (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 a former employee of the Company. Max Gan loaned the company money periodically and also assists the Company in accessing its credit card lines, Max Gan charged the Company’s credit cards through PayPal. Max Gan, then remitted the related amount charged, net of fees, back to Ubiquity. The following is a summary of the transactions between the parties during the six months ended June 30, 2016 and 2015: 2016 2015 Receivable from Max Gan, beginning of year $ 0 $ 247,461 Amount charged on Ubiquity Credit Cards $ 95,763 $ 532,204 Amounts remitted back to Ubiquity (95,763 ) (481,875 ) PayPal and other fees incurred (18,785 ) Receivable from Max Gan, end of period $ $ 279,004 Nicholas Mitsakos Nicholas Mitsakos was the Company’s 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 six months ended June 30, 2016 and 2015, the Company recorded expense of $0, $0, $75,000 and $150,000, respectively, under the contract. As of June 30, 2016 and December 31, 2015, the cash amounts owed under the contract were $0 and $450,000, respectively. On January 4, 2016 Nicholas Mitsakos converted his outstanding debt of $456,881 to 1,986,439 common shares of stock at the rate $0.23 cents per share. 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 Company’s 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 six months ended June 30, 2016 and 2015, the Company expensed $7,500, $15,000, $7,500 and $15,000 in consulting fees, and owed him $16,000 and $16,000, in reference to a note payable at June 30, 2016 and December 31, 2015, respectively. On October 24, 2016, Albert Carmichael filed a UCC-1 financing statement for amounts owed relating to a personal loan to the Company as well as certain credit being secured for the Company listing the Company’s fixed assets as collateral. Brittany Carmichael Brittany Carmichael is the daughter of our CEO, Chris Carmichael and provided secretarial, administrative, and marketing support for the Company. The Company expensed approximately $14,338 and $27,745, $5,195 and $10,620, related to her salary and personal expenses charged against her salary during the three and six months ended June 30, 2016 and 2015, respectively. Effective November 30, 2016, Brittany no longer provided services to the Company. Cameron Carmichael Cameron Carmichael is the son of our CEO, Chris Carmichael, and provided studio related services to the Company. The Company expensed approximately $7,691 and $14,921, $3,322 and $6,936 related to his salary and personal expenses charged against his salary during the three and six months ended June 30, 2016 and 2015, respectively. Effective March 1, 2017, Cameron no longer provided services to the Company. Shane Carmichael Shane Carmichael is the son of our CEO, Chris Carmichael, and provided studio related services to the Company. The Company expensed approximately $ 7,742 and $18,102, $14,757 and $29,339, related to his salary personal expenses charged against his salary during the three and six months ended June 30, 2016 and 2015, respectively. Effective December 31, 2016, Shane no longer provided services to the Company. 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, 2016 and 2015, and June 30, 2016 and 2015: Christopher Christopher Carmichael Carmichael Connie Jordan Connie Jordan 3/31/2015 3/31/2016 3/31/2015 3/31/2016 Beginning Accrued Balance $ 2,705,365 $ 348,746 $ 1,199,523 $ 62,448 Salary - Ubiquity, Inc. Period Ended March 31st $ 142,151 $ 133,050 $ 71,914 $ 66,100 Sponsor Me, Inc. Period Ended March 31st $ 50,000 $ 0 $ 47,500 $ 0 Bonus $ 10,875 $ 870 $ 3,263 $ 373 Other $ (1,000,000 ) $ {1} $ - $ Subtotal $ 1,908,391 $ 482,666 $ 1,322,199 $ 128,921 Payments $ (237,233 ) $ (232,708 ) $ (69,803 ) $ (71,143 ) SME Amounts Forgiven in Share Exchange Agreement $ (1,470,863 ) $ 0 $ (1,198,565 ) $ 0 Accrual - Ended March 31 $ 200,295 $ 249,958 $ 53,831 $ 57,778 Christopher Carmichael 6/30/2015 Christopher Carmichael 6/30/2016 Connie Jordan 6/30/2015 Connie Jordan 6/30/2016 Beginning Accrued Balance $ 200,295 $ 249,958 $ 53,831 $ 57,778 Salary - Ubiquity, Inc. Period Ended June 30th 162,289 133,050 87,981 66,100 Bonus 457 207 196 89 Subtotal 363,041 383,215 142,007 123,966 Payments 106,844 310,847 18,500 86,952 Accrual Ended June 30th, 256,197 72,367 123,507 37,015 {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 $15,246 and $29,736, $12,593 and $20,386, in benefits for the three and six months ended June 30, 2016 and 2015, respectively. Annual Salary On December 20, 2013, effective January 1, 2014, the Board of Directors approved to increase Christopher Carmichael, the Company’s 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 Company’s 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 Company’s 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 and months ended June 30, 2016 and 2015, the CEO earned bonuses of $207 and $1,076, $10,875 and $457, respectively, in connection with the bonus provisions of his related employment agreement. During the three and six months ended June 30, 2016 and 2015, the Senior Executive Vice President earned bonuses of $89 and $461 $3,263, and $457, respectively, in connection with the bonus provisions of her related employment agreement. The Company accounts for the bonuses as payroll expense. Accrued Amounts Payable to CEO and Senior Executive Vice President As of June 30, 2016 and December 31, 2015, amounts payable to the CEO related to the items discussed above were $72,367 and $348,746 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 Company’s common stock. As of June 30, 2016 and December 31, 2015, amounts payable to the Senior Executive Vice President related to the items discussed above were $37,015 and $62,448 respectively. On June 9, 2016, Christopher Carmichael filed a UCC-1 financing statement for his amounts owed as an officer director and loans to the Company totaling over $2,000,000 owed at the time, listing the Company’s intellectual property and other fixed assets as collateral. Chris Carmichael had previously loaned the Company $14,571,612 through personal loans and amounts secured by his family for business expenses for the two years ended December 31, 2015 and 2014 respectively, including $8,065,771 for the year ended December 31, 2015 and $2,596,137 for the six months ended June 30, 2016. On June 15, 2016 Sprocket Wearables, Inc. entered into a consulting agreement with Moveo Inc., a company owned and controlled by Chris Carmichael and Connie Jordan with terms of $25,000 per month to be paid by Sprocket Wearables, Inc. and an issuance of 3,000,000 restricted common shares of Sprocket Wearables Inc. The agreement has a 2 year term. During the quarter ended June 2016 $12,500 was expensed and accrued relating to the Moveo Agreement. 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 Company’s 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 six months ended June 30, 2016 and 2015, the Company accrued, $18,446 and $36,893, $21,250 and $21,250, respectively, in connection with amounts due to non officer board of director members. As of June 30, 2016 and December 31, 2015, $240,560 and $217,500 was included within accrued expenses on the accompanying condensed consolidated balance sheet. 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. Of which a total loaned from the use of these guaranteed cards was $2,596,137 and $6,824,866 during the periods ended June 30, 2016 and December 31, 2015, respectively. The Company had certain notes payable outstanding to related parties as of June 30, 2016 and December 31, 2015. During the periods ended June 30, 2016 and December 31, 2015, the Company borrowed $4,679 and $1,204,905 from Chris Carmichael for which payments were made of $10,000 and $605,172, respectively. As of June 30, 2016 and December 31, 2015, Christopher Carmichael was owed $103,852 and $609,172, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the period ended June 30, 2016, the Company recorded accrued interest of $4,759. The proceeds were used for operations. Albert Carmichael, a family member of the Company’s CEO, was owed $16,000 and $16,000 as of June 30, 2016 and December 31, 2015, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. On October 24, 2016, Albert Carmichael filed a UCC-1 financing statement for amounts owed relating to a personal loan to the Company as well as certain credit being secured for the Company listing the Company’s fixed assets as collateral. Non-officer employees of the Company were owed $3,703 and $74,394 as of June 30, 2016 and December 31, 2015, respectively. The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations. |