COMMITMENTS AND CONTINGENCIES | Note 8 – COMMITMENTS AND CONTINGENCIES Operations Manager’s Agreement In October, 2020, TSR entered into an agreement with an individual consultant to be the Company’s operations manager for site selection and operational oversight. The term of the agreement is for a minimum of one year. The services to be rendered, on an as needed basis include selection for sites, and personnel for diving for recovery operations, assistance in the selection of personnel, contractors, and parties for wreck site scanning, search operations, and recovery operations of wreck sites, analysis and review of shipwreck sites, interaction with state and governmental authorities as necessary for wreck site approval and operations, and at the option of TSR participate in and have the right to appear in media productions involving the Company. TSR agreed to pay the operations manager $500 per week for a minimum of two months and an additional $100 per day for time spent at sea on a site, pre approved expenses including travel, lodging and meals, and thirty percent of the net value of any artifacts that are recovered from a site brought to TSR by the consultant. Upon execution of the agreement TSR also agreed to pay the consultant 100,000 shares of restricted common stock. Furthermore, TSR agreed to pay the consultant an additional 250,000 shares of restricted common stock after the Company was successful in recovering a net of $250,000 of valuable artifacts from a site brought to TSR by the consultant. TSR additionally agreed to the pay the consultant shares of the Company’s restricted common stock as follows: A) Upon recovery of over $250 , 000 value as net to TSR, the consultant shall receive an additional 100 , 000 common shares of TSR. B) Upon recovery of over $500 , 000 value as net to TSR, the consultant shall recei v e an additional 50 , 000 common shares of TSR. C) Upon recovery of over $1,000 , 000 value as net to TSR, the consultant shall receive an additional 50 , 000 common shares of TSR. D) For each additional $1 , 000 , 000 value as net to TSR , t he consultant shall receive an additional 50 , 000 common shares of TSR up to $5,000 , 000 in recovery. E) For each additional $5 , 000 , 000 value as net to TSR , after the first $5 , 000 , 000 in artifacts net to TSR, the consultant shall receive an additional 50 , 000 common shares of TSR up to $20 , 000 , 000 in recovery. F) If TSR is able to enter into a media agreement for a reality television series through the material assistance of the consultant , and such series goes to an initial production and episodes , t he consultant shall receive 100 , 000 common shares. Additional compensation under a media agreement will be forthcoming if such media agreement is entered into. G) Consultant shall receive , for any project w hich he brings and initiates to TSR, and opera tes in his role with TSR , fo rty p ercent (40%) of the net recovery of artifacts , as defined below, to TSR. This percentage shall include any portion that the consultant w ished to subdivide or name other recipients for such 40% of the recovered artifacts. The consultant shall sell such artifacts in coordination w ith TSR. If the consultant does not bring a site for a shipwreck , but operates as operations manager to point of recovery, then he shall receive twenty percent (20%) of the recov ered artifacts which are net to TSR after other splits. Net to TS R means after portions and percentages to investors , outside contractors , state or other governmental entities , rights holders, etc . H) For any proj ect or site n ot brought to TSR b y the consultant , he shall receive o ne qu arter of s u ch shares above , if he is active on site as a p ro ject manager . Treasure Game App Development and Ownership Memorandum of Understanding and Agreement On February 10, 2020, TSR Media entered into an agreement with a game app developer to develop a gaming app based on treasure search and salvage. The gaming developer agreed to provide programmers and developers to complete the game. Under the terms of the agreement TSR Media agreed to pay the gaming developer a total fee of $240,000. TSR Media also agreed that the developer would receive thirty percent of the profits from the game with profits being defined as revenues calculated after distribution platforms receive their portion of gross sales and costs paid for game hosting services. TSR Media and the app developer agreed that the game will be developed for a final product within four to six months, with a launch goal in the year 2020. TSR Media and the app developer agreed that they will pay a continuing development fee to expand, improve and upgrade the game. In September of 2020, TSR Media and the game app developer entered into a Mutual Release and Settlement Agreement and agreed to unwind the Treasure Game App Development and Ownership Memorandum of Understanding and Agreement. Under the terms of the Mutual Release and Settlement Agreement, the game app developer agreed to pay TSR Media $50,000. Additionally, the outstanding amount owed by TSR Media, $32,500, was cancelled. TSR Media does not owe any further payments or fees to the game app developer and the Settlement Agreement concludes all business between the parties. The $82,500 was recorded as other income on the condensed consolidated statements of operations. Trademark and Usage Purchase Agreement Gaming and Media Rights Payments TSR entered into a Trademark and Usage Purchase Agreement on March 5, 2020, see Note 5. Under the terms of the agreement TSR is obligated to pay ten percent of the gaming rights and five percent of television media revenue, which shall be for rights of the gaming name rights, as used in all such app, online or other gaming as owned by TSR and any television related media. Interim Chief Executive Officer Engagement Agreement On March 1, 2020, TSR entered into an agreement with a limited liability company to designate one of its members to provide services to the Company as an interim CEO. The term of the agreement is for six months. Under the terms of the agreement, the interim CEO shall receive a five percent bonus of investment paid when the Company receives funding, be responsible for the technical and intellectual property development of the gaming side of the businesses, including overseeing the gaming production, values, and marketing partners, be responsible for overseeing the proposed television or multimedia production of a reality television series pilot, potential series production, agreements and other matters as related, actively engage as required for all necessary funding presentations, gaming presentations, television and multi-media presentations and all other necessary public or publicized appearances, act as a conduit for any necessary technology applications for sea search and recovery and advise on presented or available technologies for the sea research, finding and recovery side of the Company, and review of necessary matters as determined by the Board of Directors and the Chairman. This agreement has expired and has not been renewed. The Company is in discussions regarding a new agreement. TSR agreed to pay the limited liability company $10,000 per month and if the game and/or television component creates enough additional revenue for the Company in profit within the first eighteen months to equal such compensation at 5% as achieved by the Company, then such compensation shall be increased up to that amount or up to twice the monthly amount of compensation, whichever is greater. TSR additionally agreed to grant to the limited liability company common stock of TSR as follows: A) 250,000 shares of common stock of TSR on execution of this agreement, however, if this agreement is terminated for any reason other than termination with cause by the Company, change in control of the Company or death during the six months the limited liability company shall return to the Company the shares of common stock on a pro rata basis for every month not completed by the limited liability company. B) An additional 250,000 shares of common stock of TSR, will be issued and vested upon the fielding of the game envisioned and contracted with the third party app developer, and for marketing with game roll out within six months of the date of this agreement, or any extension granted there under. C) In year two and three of such agreement, if applicable, the limited liability company shall be granted an additional 250,000 shares of common stock of TSR upon the anniversary of this Agreement. D) Additional compensation for game production and revenues, television or multi-media performance, and other indicators shall be considered liberally for success of the Company in revenue, including if within two months of game deployment and success, the amount of 100,000 common shares for each the game and the television pilot, if it leads to a sale or marketing of such pilot. E) Additional compensation for matters as decided by the compensation part of the Board. F) An additional amount of shares equal to 5% of such required game monies needed and raised through the Interim CEO for game development and an additional amount of shares at market value on each level of money raised for such game and marketing, if limited liability company is directly involved in such gaming development. G) If the limited liability company is involved, past one year, of the creation of the game then the limited liability company shall have a one percent game revenue that will exist for three years from game release. |