Commitments | NOTE 6 - COMMITMENTS Commitments On March 10, 2015, the Company signed an agreement with Dr. John A. England, PhD, for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, and (ii) once the company’s public offering is effective, stock options to purchase 100,000 shares of the Company’s unregistered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). As of the date of this Report, the options have not been issued due to logistical reasons and therefor the Company is currently in default of this provision. The Company plans to issue the options as soon as practicable after the filing of this Report. The Options will be granted in accordance with the Company’s Stock Option Plan and shall vest 50% one year from the Date of Grant and the other 50% two years from the Date of Grant so long as he is a member of the Company’s Board of Directors. No compensation has been recorded or accrued for the years ended December 31, 2018 and 2017 as no services have been rendered. On June 30, 2015, the Company signed an agreement each with Mr. Kevin Harrington and Mr. Kendall Almerico for director services. Such agreements call for their director service compensation to be paid in shares annually for three years of 250,000 each year starting June 30, 2015 or a total of 750,000 each at June 30, 2017. The shares were to be issued to these directors upon the occurrence of the earlier of a Financing Event (as defined below) or July 31, 2018. As of the date of this report the Company has not yet issued the shares due to logistical reasons and the Company is currently in default under this provision of the agreement. The Company plans to issue the shares as soon as practicable after the filing of this report. Such shares have been recorded as stock compensation expense of $0 and $125,000 on the accompanying statements of operations for each director and $750,000 is reflected as accrued stock compensation at December 31, 2018 and 2017 on the accompanying balance sheets, respectively. On August 22, 2017, the Company signed an agreement with Ron G. Landmann, M.D. for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, (ii) Once the Company’s registration is effective, he will receive 100,000 shares of the Company’s voting common stock and (iii) Once the Company’s registration is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). As of the date of the filing of this Report, the shares and options have not been issued due to logistical reasons and the Company is therefore in default regarding this provision of the agreement. The Company plans to issue the shares and options as soon as practicable after the filing of this Report. The Options shall vest 50% one year from the Date of Grant and the other 50% two years from the Appointment Date so long as he is a member of the Company’s Board of Directors. The shares that were granted have been recorded as stock compensation expense of $0 and $100,000 for the years ended December 31, 2018 and 2017, respectively and reflected as accrued stock compensation of $100,000 at December 31, 2018 and 2017, respectively, on the accompanying balance sheets. On August 30, 2017, the Company signed an agreement with Michael A. Hendrickson for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, (ii) Once the Company’s registration is effective, he will receive 100,000 shares of the Company’s voting common stock and (iii) Once the Company’s registration is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). As of the date of the filing of this Report, the shares and options have not been issued due to logistical reasons and the Company is therefore in default regarding this provision of the agreement. The Company plans to issue the shares and options as soon as practicable after the filing of this Report. The Options shall vest 50% one year from the Date of Grant and the other 50% two years from the Appointment Date so long as he is a member of the Company’s Board of Directors. The shares that were granted have been recorded as stock compensation expense of $0 and $100,000 for the years ended December 31, 2018 and 2017, respectively and reflected as accrued stock compensation of $100,000 at December 31, 2018 and 2017, respectively, on the accompanying balance sheets. Consulting Services On March 24, 2015, the Company signed an agreement with iTV Partners.tv, Inc. for consulting services. Such agreement calls for the payment of a monthly retainer fee of $2,500 starting April 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting services expense of $7,500 and $30,000 were recorded in each year ended December 31, 2018 and 2017, respectively, in the accompanying statements of operations. Accrued consulting fees were $88,750 and $81,250 at December 31, 2018 and 2017, respectively, in the accompanying balance sheets. In addition to the monthly retainer, iTV Partners.tv, Inc. will be issued 250,000 shares of the Company’s unregistered common stock upon the occurrence of the earlier of a Financing Event or July 31, 2018. As of the date of the filing of this Report, the shares have not been issued due to logistical reasons and the Company is therefore in default regarding this provision of the agreement. The Company plans to issue the shares to iTV Partners.tv Inc., as soon as practicable after the filing of this Report. Such shares are reflected as accrued stock compensation of $250,000 at December 31, 2018 and 2017 on the accompanying balance sheets. On March 21, 2018 the Company canceled its consulting agreement with iTV Partners effective March 31, 2018. On November 1, 2015, the Company signed an agreement with Blue Water Acquisitions, LLC-Series 4 for consulting services. Such agreement calls for the payment of a monthly retainer fee of $1,500 starting November 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting services expense of $18,000 was recorded in each year ended December 31, 2018 and 2017 in the accompanying statements of operations. Accrued consulting fees were $57,000 and $39,000 at December 31, 2018 and 2017, respectively, in the accompanying balance sheets. In addition to the monthly retainer, Blue Water Acquisitions, LLC-Series 4 will be issued 100,000 shares of the Company’s common stock for each year of service. Such shares have been recorded as stock compensation expense of $100,000 in the accompanying statement of operations for each year ended December 31, 2018 and 2017. The shares will be issued based upon each anniversary date of the contract until terminated. As of December 31, 2018, 300,000 shares have been granted. Shares will be issued upon the occurrence of the earlier of a Financing Event or July 31, 2018. As of the date of the filing of this Report, the shares have not been issued due to logistical reasons and the Company is therefore in default regarding this provision of the agreement. The Company plans to issue the shares as soon as practicable after the filing of this Report. Accrued stock compensation was $316,667 and $216,667 at December 31, 2018 and 2017 on the accompanying balance sheets, respectively. Executive Employment Agreements Joseph P. Stingone, Sr. Nan A. Kreamer. David Herzfeld. Eugene Fedele Common Provisions of Executive Employment Agreements Financing Event as included in the Director, Consultant and Executive Employment Agreements Employment Agreement Amendments In May 2018, the Company entered into amendments to the employment agreements with Joseph P. Stingone, David Herzfeld and Eugene Fedele to provide their services on an as-needed basis and in no event are they obligated to devote more than five hours per week to the Company’s business affairs until the effective date of a registration statement filed by the Company with the SEC. This change was retroactive to September 12, 2016, the effective date of their employment agreements with the Company. Upon the effective date of a registration statement and the Company having secured sufficient funds to support its business operations, these individuals will be obligated to devote their full working time and attention to the business and affairs of the Company for the remaining term of their employment agreement. In addition, the amendment provides that we may pay the compensation under the employment agreements when the Company has sufficient cash resources as determined by its board of directors. The following table is a summary of the foregoing shares of the Company’s common stock and option to purchase shares of the Company’s common stock, the amounts of same, and the dates of issuance: Name Shares Issuable Options Issuable When Issuable Dr. John A. England, PhD - 100,000 * Kevin Harrington 750,000 - * Kendall Almerico 750,000 - * Ron G. Landmann, M.D. 100,000 100,000 * Michael A. Hendrickson 100,000 100,000 * iTV Partners.tv, Inc. 250,000 - * Blue Water Acquisitions, LLC-Series 4 300,000 - * Joseph P. Stingone, Sr 250,000 - July 31, 2019 Nan A. Kreamer 200,000 - * David Herzfeld 250,000 - July 31, 2019 Eugene Fedele 100,000 - July 31, 2019 * The Company plans to issue these shares/options as soon as practicable after the filing of this report, as they have not yet been issued due to logistical reasons. |