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NOTE 11 - RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2020
Notes  
NOTE 11 - RELATED PARTY TRANSACTIONS NOTE 11 - RELATED PARTY TRANSACTIONS

 

Due from related party

 

During the three months ended March 31, 2020, the Company loaned $13,399 to a related party who is a shareholder and a former director and wrote off amounts totaling $43,375.

 

As of March 31, 2020 and December 31, 2019, the Company had due from related parties of $286,884 and $316,860, respectively. The amounts are unsecured, non-interest bearing and due on demand.

 

Due to related parties

 

During the three months ended March 31, 2020, the Company borrowed $182 from CFO of the Company and repaid $162, respectively.

 

As of March 31, 2020 and December 31, 2019, the Company had due to related parties of $34,651 and $34,631, respectively. The amounts are unsecured, non-interest bearing and due on demand.

 

Employment agreements

 

On June 25, 2018, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $54,000; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $54,000; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $30,000. The Employment Agreements have a term of 36 months, are renewable automatically for 24 month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36 month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years.

 

On May 2, 2019, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $168,000 with an annual bonus of 3% of our net income; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $120,000 with an annual bonus of 3% of our net income; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $144,000 with an annual bonus of 3% of our net income. The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36-month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years. The above executive officers agreed to two year non-compete and non-solicit restrictive covenants with the Company. If any of the executive officers are terminated for cause they shall forfeit any rights to severance.

 

On March 3, 2020, Oscar Brito resigned as a member of our Board of Directors. There was no known disagreement with Mr. Brito on any matter relating to our operations, policies or practices. The Company provided the severance package as follows;

 

·2,000,000 shares of common stock valued at $300,000 

·Additional 173,000 shares in order to apply the anti-dilution protection, valued at $10,034 

·Forgiveness of amounts due to the Company totaling $43,375 

·Cash payment of $15,000. As of March 31, 2020, the Company owed $9,500 to Mr. Brito. 

 

We also appointed Mr. Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services.

 

On March 16, 2020, our Board of Directors adopted a Director Compensation Plan that applies to members of our Board of Directors. Below are the features of the plan:

 

·All Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings.  

 

·All Directors shall be compensated $3,000 monthly for their service as Directors.  

 

·In lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 10%.  

 

·Directors Alvaro Cardona and Leandro Iglesias shall each receive 1,000,000 shares of the Company’s Common Stock, valued at $70,000 each, for their service as members of the Board of Directors for the period from June 2018 to December 2019. 

 

During the three months ended March 31, 2020 and 2019, the Company recorded management fees of $126,000 and $34,500 and paid $28,600 and $13,700, respectively. During the three months ended March 31, 2020, the Company settled accrued salary – management of $202,500 and issued 4,308,510 shares issued. As at March 31, 2020 and December 31, 2019, the Company accrued management salaries of $163,131 and $268,231, respectively.