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RELATED PARTY TRANSACTIONS
12 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

 

Matthew Schultz- Chief Executive Officer and Director

 

The Company has a consulting agreement with Matthew Schultz, our Chief Executive Officer, for management services. In accordance with this agreement, as amended, Mr. Schultz provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Schultz for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ended September 30, 2018 and 2017, Mr. Schultz earned $194,527 and $193,425, respectively, in accordance with this agreement. During the year ended September 30, 2018, Mr. Schultz allowed the Company to defer $123,114 as accrued compensation. The Company owed Mr. Schultz $123,796 and $58,810 in deferred compensation and reimbursable expenses as of September 30, 2018 and 2017, respectively. Deferred compensation is reported under due to related parties in the consolidated balance sheets.

 

During the year ended September 30, 2018, the Company executed two 15% promissory notes with a total face value of $30,000 with the spouse of the CEO of our Company. Under the terms of the promissory notes the Company received $30,000 and agreed to repay the note on demand. As of September 30, 2018, Company owed $30,000 in principal and $2,832 in accrued interest under the terms of the agreement. On January 1, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding.

 

Zachary Bradford – President, Chief Financial Officer and Director

 

The Company has a consulting agreement with ZRB Holdings, Inc, an entity wholly owned by Zachary Bradford, our Chief Financial Officer and director, for management services. In accordance with this agreement, as amended, Mr. Bradford provides services to us in exchange for $15,000 in compensation for services plus a $1,000 medical insurance stipend, each month plus a bonus of 0.5% of gross revenue. The Company has also agreed to reimburse Mr. Bradford for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the years ended September 30, 2018 and 2017, Mr. Bradford earned $194,527 and $193,425, respectively, in accordance with this agreement. During the year ended September 30, 2018, Mr. Bradford allowed the Company to defer $87,746 as accrued compensation. The Company owed Mr. Bradford $89,351and $78,252 in deferred compensation and reimbursable expenses as of September 30, 2018 and 2017, respectively. Deferred compensation is reported under due to related parties in the consolidated balance sheets.

 

On August 13, 2017, the Company executed a 15% promissory note with a face value of $80,000 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory note the Company received $80,000 and agreed to repay the note evenly over 12 months. The Company repaid $73,333 and 6,667 in principal during the years ended September 30, 2018 and 2017, respectively. The Company incurred interest expense of $12,000 and $1,800 in interest during the years ended September 30, 2018 and 2017, respectively. The Company owed $0 and $73,333 in principal and $600 and $0 in accrued interest under the terms of the agreement as of September 30, 2018 and 2017, respectively.

During the year ended September 30, 2018, the Company executed eleven 15% promissory notes with a total face value of $189,690 with Zachary Bradford, its President and Chief Financial Officer. Under the terms of the promissory notes the Company received $189,690 and agreed to repay the notes on demand. As of September 30, 2018, Company owed $189,690 in principal and $10,733 in accrued interest under the terms of the agreement. On January 3, 2019, the Company settled all remaining obligations under the notes through the payment of all outstanding principal and interest then outstanding.

Bryan Huber – Chief operations Officer and Director

 

The Company has a consulting agreement with Bryan Huber, our Chief Operations Officer and director, for management services. In accordance with the original agreement, Mr. Huber provided services to us in exchange for $117,000 in compensation for services plus a $500 medical insurance stipend and a bonus of 0.5% of gross revenue. On August 28, 2018, the Company replaced the original agreement with an agreement with Zero Positive, LLC an entity controlled by Mr. Huber. In accordance with this agreement with Zero Positive, LLC, Mr. Huber agrees to provide services through to the Company in exchange for $160,000 in annual compensation plus a $500 medical insurance stipend and a bonus of 0.5% of gross revenue. Under the agreement Mr. Huber was also granted a one-time bonus of $50,000, payment of which will be deferred until the Company completes a qualified financing that exceeds three-million dollars or average monthly revenues of the Company exceed one-million dollars for three months. The Company has also agreed to reimburse Zero Positive, LLC for expenses incurred. The term of the agreement is one year and automatically renews until cancelled by either party. During the year ended September 30, 2018 and 2017, Mr. Huber and Zero positive earned $180,612 and $116,377, respectively, in accordance with this agreement. During the years ended September 30, 2018, Mr. Huber allowed the Company to defer $69,604 as accrued compensation. The Company owed Mr. Huber $73,625 and $6,288 in deferred compensation and reimbursable expenses as of September 30, 2018 and 2017, respectively. Deferred compensation is reported under due to related parties in the consolidated balance sheets.

 

 

On May 10, 2018, Bryan Huber the Company’s Chief Operations Officer exercised warrants to purchase 1,353 shares of the Company’s $0.001 par value common stock at a purchase price equal to $1.50 for each share of common stock. The Company receive $2,030 as a result of this exercise.

 

On September 28, 2018, in connection with the consulting agreement executed with Zero Positive, LLC Company issued warrants to purchase 900,000 shares of common stock at an exercise price of $0.80 per share to Zero Positive. The warrants were valued at $2,607,096 using the Black Scholes option pricing model based upon the following assumptions: term of 10 years, risk free interest rate of 3.05%, a dividend yield of 0% and volatility rate of 191%. The warrants vest as follows: 300,000 vested immediately, the balance vest evenly on the last day of each month over forty-two months beginning August 31, 2018. As of September 30, 2018, 328,571 warrants had vested, and the Company recorded an expense of $951,797 during the year ended September 30, 2018.

 

Larry McNeill – Chairman of the Board of Directors

During the year ended September 30, 2018, the Company executed eight 15% promissory notes with a total face value of $163,100 with Larry McNeill, a Director of the Company. Under the terms of the promissory notes the Company received $163,100 and agreed to repay the note on demand. As of September 30, 2018, Company owed $163,100 in principal and $6,562 in accrued interest under the terms of the agreement. On December 31, 2018, the Company settled all remaining obligations under the note through the payment of all outstanding principal and interest then outstanding.