NOTE 5. RELATED PARTY TRANSACTIONS | The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. As of September 30, 2019, $13,330 is owed to Russell Rheingrover, CEO. · (i) $100 of the funds were loaned by him to the Company to open the bank account and is non-interest bearing with no specific repayment terms. · (ii) $5,375 of the funds were for payment of an outstanding balance to DDC for software development. · (iii) $2,750 of the funds were for payment of an outstanding balance to the Company’s auditor. · (iv) $5,600 of the funds are the result of a 10% Convertible Note issued on March 25, 2019. Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by March 24, 2020 or is convertible at the conversion price of $0.10 per common stock share. The conversion price was considered by management to be a fair price. The accrued interest on the convertible note as of September 30, 2019 was $140. · (v) There was a ($495) adjustment of the funds to correct for a reimbursement to Mr. Rheingrover made in error, in a prior period. On May 22, 2019 the Company entered into a Note Cancellation and Royalty Agreement with Russell Rheingrover, it’s CEO and director, whereby Mr. Rheingrover agreed to cancel certain then-existing convertible promissory notes issued from September 8, 2016 to December 22, 2018 in the principal and interest amount of $225,907 in exchange for a royalty on future sales of essential oil products by the Company in the amount of $0.05/30ml up to $225,907. On June 19, 2019 the Company issued 2,099,701 restricted common stock shares to Russell Rheingrover as a result of the conversion of the following notes: · 1. A $35,000 10% Convertible Note issued on September 3, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $13,031. The conversion price was considered by management to be a fair price. · 2. A $25,000 10% Convertible Note issued on October 5, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $9,089. The conversion price was considered by management to be a fair price. · 3. A $35,000 10% Convertible Note issued on April 30, 2016, convertible at the conversion price of $0.10 per common stock share. The interest accrued on this note was $10,729. The conversion price was considered by management to be a fair price. Mr. Rheingrover, who currently owns 38% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets. He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects. |