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Related Party Transactions | 6 Months Ended
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Jun. 30, 2019
Related Party Transactions [Abstract] |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS The Company's executive officers and employees, from time to time, make payments for materials and various expense items (including business related travel) in the ordinary course of business via their personal credit cards in lieu of checks drawn on Company accounts. The Company does not provide its employees or executive officers with corporate credit cards. Amounts due these officers and directors (including one of the Company's directors, the president and chief executive officer, and the controller) are included in accounts payable, related parties, on the Condensed Consolidated Balance Sheets. As of June 30, 2019, one of the Company's directors held five, separate convertible notes issued by the Company. These convertible notes reflected a portion of the aggregate amount that such outside director is owed by the Company for a combination of (i) certain vendor payments made by him on the Company's behalf, (ii) cash previously advanced to the Company for working capital, and (iii) director's fees earned through June 30, 2017. One of these notes, in the face amount of $60,000, was issued to a company controlled by the director, was due on demand, together with accrued interest at 4.5% APR, and was convertible at $0.01 per share of common stock. Another of these notes, issued to the director personally, was in the face amount of $30,000, was similarly due on demand, together with accrued interest at 4.5% APR, and was convertible at $0.01 per share of common stock. The third of these notes, also issued to the director personally, was in the face amount of $55,500, was due on demand, together with accrued interest at 4.5% and was convertible at $0.007 per share of common stock. The fourth note, issued in the name of the director's son, was in the face amount of $20,000, was due on demand, together with accrued interest at 4.5% and was convertible at $0.005 per share of common stock. The fifth note, issued to the director personally, was in the face amount of $28,500, was similarly due on demand, together with accrued interest at 4.5% APR, and was convertible at $0.015 per share of common stock. In June 2019, in exchange for the five separate convertible notes mentioned above, the Company issued a total of 118,114 shares of the Company's Series RX-1 preferred stock in exchange for a cumulative $110,000 of debt owed, inclusive of accrued interest (total $132,653) and a warrant for a total of 187,395 shares of the Company's Series RX-2 preferred stock total in exchange for a cumulative $84,000 of debt owed, inclusive of accrued interest (total $93,698). In addition, the Company issued a warrant for a total of 110,647 shares of the Company's Series RX-2 preferred stock in exchange for previously accrued director's fees earned through December 31, 2018 in the amount of $54,000, inclusive of accrued interest (total $55,323). See Note 10. As of June 30, 2019, the Company's general counsel held five notes issued by the Company. One such note reflected an amount due for legal services provided for the year ended December 31, 2014 in the amount of $150,000. This note was payable by the Company on demand, together with accrued interest at 4.5% APR. Another of these notes reflected an amount due for legal services provided for the year ended December 31, 2015 in the amount of $120,000. This note was similarly payable on demand, together with accrued interest at 4.5% APR. A third note was in the amount of $10,000, reflects funds advanced to the Company for working capital, was due on demand, together with accrued interest at 12% APR. The fourth note of $7,000 reflected funds advanced to the Company for working capital on the basis of a 15-day repayment obligation. The final note in the amount of $15,752, reflected funds advanced to Advanced Cement Sciences LLC for working capital. No terms were set for this fifth note. On December 24, 2018, and in connection with the Company's acquisition of Advanced Cement Sciences LLC, the Company's general counsel agreed to relinquish the previous respective rights of conversion on the first three notes mentioned above. In June 2019, in exchange for the five separate notes mentioned above, the Company issued a total of 33,873 shares of the Company's Series RX-1 preferred stock in exchange for a cumulative $32,752 of debt owed, inclusive of accrued interest (total $37,251) and a warrant for a total of 110,416 shares of the Company's Series RX-3 preferred stock in exchange for a cumulative of $270,000 of debt owed (total $324,856). In addition, the Company issued a warrant for a total of 77,257 shares of the Company's Series RX-3 preferred stock total in exchange for previously accrued contractor fees earned through December 31, 2018 in the amount of $221,875, inclusive of accrued interest (total $227,300). See Note 10. As of June 30, 2019, the Company had issued a total of seven (7) convertible notes to a certain related party investor and significant shareholder. The first such note was in the amount of $100,000, was due on November 13, 2018, together with accrued interest at 10% APR, and was convertible at $0.01 per share of common stock. The second such note was also in the amount of $100,000, was due on March 18, 2019, together with accrued interest at 10% APR, and was convertible at $0.01 per share of common stock. The third such note was in the amount of $50,000, was due on May 12, 2019, together with accrued interest at 10% APR, and was convertible at $0.01 per share of common stock. The fourth such note was in the amount of $200,000, was due on June 7, 2019, together with accrued interest at 10% APR, and was convertible at $0.01 per share of common stock. The fifth such note was in the amount of $300,000, was due on July 28, 2019, together with accrued interest at 10% APR, and was convertible at $0.01 per share of common stock. The sixth such note was in the amount of $50,000, was due on demand, together with interest at 10% APR, and was convertible at $0.01 per share of common stock. And the seventh such note was in the amount of $50,000, was due on June 15, 2018, together with interest at 10% APR, and was convertible at $0.01 per share of common stock. In June 2019, the Company issued a total of 874,964 shares of the Company's Series RX-1 preferred stock in exchange for the cumulative $850,000 of debt owed, inclusive of accrued interest (total $1,140,015). See Note 10. As of June 30, 2019, one of the Company's directors previously held two convertible notes issued by the Company. The first note, issued to the director personally for director's fees earned through September 15, 2016, was in the face amount of $20,500, due on demand, together with accrued interest at 4.5% APR, and was convertible at $0.007 per share of common stock. The second note, issued to the director for director's fees earned through June 30, 2017, was in the face amount of $9,500, was similarly due on demand, together with accrued interest at 4.5% APR, and was convertible at $0.015 per share of common stock. In June 2019, the Company issued a warrant for a total of 66,966 shares of the Company's Series RX-2 preferred stock in exchange for $30,000 of debt owed, inclusive of accrued interest (total $33,483). In addition, the Company issued a warrant for a total of 36,882 shares of the Company's Series RX-2 preferred stock in exchange for previously accrued director's fees earned through December 31, 2018 in the amount of $18,000, inclusive of accrued interest (total $18,441). See Note 10. The Company accrued payroll earned, by related parties, during the six months ended June 30, 2019 and the year ended December 31, 2018, respectively, in the total amount of $0 and $182,396 for the Company's president and chief executive officer and controller. As of June 30, 2019, the Company's president and chief executive officer previously held two notes issued by the Company. The first note represented previously accrued base salary earned through September 15, 2016 in the amount of $349,329, was due on demand, together with accrued interest at 4.5% APR. The second note represented previously accrued base salary earned through June 30, 2017 in the amount of $87,532, was due on demand, together with accrued interest at 4.5% APR. On December 24, 2018, and in connection with the Company's acquisition of Advanced Cement Sciences LLC, the Company's president and chief executive officer agreed to relinquish the previous respective rights of conversion on these two notes. In June 2019, the Company issued a warrant for a total of 170,009 shares of the Company's Series RX-3 preferred stock in exchange for the $436,861 of debt owed for the two notes, inclusive of accrued interest (total $489,566). In addition, the Company issued a warrant for a total of 41,724 shares of the Company's Series RX-3 preferred stock in exchange for previously accrued base salary earned through December 31, 2018 in the amount of $117,327, inclusive of accrued interest (total $120,150). See Note 10. As of June 30, 2019, the Company's controller previously held two notes issued by the Company. The first note represented previously accrued base salary earned through September 15, 2016 in the amount of $134,604, was due on demand, together with accrued interest at 4.5% APR. The second note represented previously accrued base salary earned through June 30, 2017 in the amount of $28,010, was due on demand, together with accrued interest at 4.5% APR. On December 24, 2018, and in connection with the Company's acquisition of Advanced Cement Sciences LLC, the Company's controller agreed to relinquish the previous respective rights of conversion on these two notes. In June 2019, the Company issued a warrant for a total of 63,291 shares of the Company's Series RX-3 preferred stock in exchange for the $162,614 of debt owed for the two notes, inclusive of accrued interest (total $182,413). In addition, the Company issued a warrant for a total of 18,515 shares of the Company's Series RX-3 preferred stock in exchange for previously accrued base salary earned through December 31, 2018 in the amount of $52,108, inclusive of accrued interest (total $53,362). See Note 10. As of June 30, 2019, an independent contractor who had been the president of one of EcoSmart's divisions prior to the merger with the Company, who is also shareholder of the Company, previously held one convertible note representing accrued earnings in the amount of $25,700. In June 2019, the Company issued the holder of the note a warrant for a total of 58,006 shares of the Company's Series RX-2 preferred stock in exchange for $25,700 of debt owed, inclusive of accrued interest (total $29,003). See Note 10. During the six months ended June 30, 2019 and 2018, the Company recorded revenue for sales to related parties (also minority shareholders) in the amount of $29,077 and $54,780, respectively. For the six months ended June 30, 2019, one related party accounted for approximately 9% of Company revenue, a second related party accounted for approximately 8%, and, as a group, the sales to related parties accounted for approximately 17% of Company revenues. These revenues are recorded as revenue, related party on the Company's Condensed Consolidated Statements of Operations.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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