RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2017

NOTE 12. RELATED PARTY TRANSACTIONS

In 2016, we and our subsidiary, TOT Group, Inc., entered into certain term loan notes with MBF. For additional information about such term loan notes, see “MBF Merchant Capital, LLC” in Note 9. William Healy, a member of our Board of Directors, is the sole member of MBF.

During the three months ended March 31, 2017 and 2016, agent commissions resulting from merchant processing of $24,926 and $0, respectively, were paid to Prime Portfolios, LLC, an entity owned by Oleg Firer, our CEO, and Steven Wolberg, our Chief Legal Officer.

On March 1, 2017, we entered into a promissory note with Star Capital Management, LLC, an entity which our CEO is the managing member, in the principal amount of $348,083 (the “Note”). Pursuant to the Note, previously advanced funds with the interest accrued through the date of the Note as determined at the execution of the Note in a total of $348,083. The Note provides for 18 monthly interest payments of $3,481 through September 30, 2018 followed by one interest and principle payment on October 1, 2018. The principal balance of the Note outstanding bears interest at the rate of 12% per annum. In the event of any capital raise by us that is not in the ordinary course of business and that results in funding in excess of $5 million (a “Liquidity Event”), the maturity date will be accelerated to coincide with the closing date of such Liquidity Event. The balance of this loan at March 31, 2017 and 2016 was $348,083 and $0, respectively and is included in the $356,200 balance in Due to related parties on our balance sheet at March 31, 2017.