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Related Party Transactions
9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4. Related Party Transactions

 

The Company sells products to Brownie’s Southport Divers, Brownie’s Yacht Toys and Brownie’s Palm Beach Divers, companies owned by the brother of Robert Carmichael, the Company’s President and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for $22,261 or 7.7% and $19,484 or 17.3% of the net revenues for the three months ended September 30, 2022 and September 30, 2021, respectively, and $53,574 or 10.9% and $59,090 or 19.6% for the nine months ending September 30, 2022 and September 30, 2021, respectively. Accounts receivable from these entities totaled $54,656 and $75,161, at September 30, 2022 and December 31, 2021, respectively.

 

The Company sells products to BGL and 940 A, entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totaled $686 and $897 at September 30, 2022 and December 31, 2021, respectively.

 

The Company had accounts payable to related parties of $18,495 and $37,267 at September 30, 2022 and December 31, 2021, respectively. The balance payable at September 30, 2022 was comprised of $10,052 due to 940, LLC, $2,980 due to BGL and $5,463 due to Robert Carmichael. At December 31, 2021 the balance payable was comprised of $5,000 due to Robert Carmichael and $32,267 due to BGL.

 

The Company has exclusive license agreements with 940 A to license the trademark “Brownie’s Third Lung”, “Tankfill”, “Brownie’s Public Safety” and various other related trademarks as listed in the agreements. The agreements provide that the Company pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended September 30, 2022 and 2021 was $22,961 and $19,484, respectively. For the nine months ending September 30, 2022 and 2021 royalty expense was $53,574 and $59,090, respectively. The accrued royalty for September 30, 2022 was $3,942 and is included in other liabilities.

 

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

 

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

 

 

On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day value weighted average price (“VWAP”) of the Company’s stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $.021 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $19,250 for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability.