Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

Note 7. Related Party Transactions

We sell products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies owned by the brother of Robert Carmichael. Combined net revenues from these entities for the years December 31, 2024 and 2023, totaled $566,291 and $806,824, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2024, were $29,840, $6,318 and $3,138, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2023, were $12,766, $11,927 and $6,790, respectively.

We also sell products to Brownie’s Global Logistics, LLC (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Robert Carmichael. Combined net revenues from these two entities for the years ended December 31, 2024 and 2023 were $0 and $1,799, respectively. In addition, from time to time Mr. Carmichael purchases products from us for his personal use. Accounts receivable from BGL, 940 A and Mr. Carmichael totaled $0 at December 31, 2024 and $647 at December 31, 2023.

As of December 31, 2024, the Company had an amount due of $5,000 to Robert Carmichael for an advance to BLU3,Inc. The Company also had an amount due of $441 to Robert Carmichael as of December 31, 2024.

We are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. The agreement provides for a royalty to be paid equal to the greater of 2.5% on all sales of Trebor or $15,000 per quarter. Total royalty fees paid to 940 A in the years ended December 31, 2024 and 2023 totaled $51,256 and $57,320, respectively. The Company had accrued royalties of $6,974 and $2,238 for the years ended December 31, 2024 and 2023, respectively.

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. Mr. Carmichael has agreed to waive interest payments on this note effective April, 1, 2024.

Effective July 29, 2019 the Company agreed to pay the members of the Company’s board of Directors, including Mr. Carmichael, a management director, an annual fee of $18,000 for serving on the Company’s board of Directors for the year ending December 31, 2019. As of December 31, 2021, the Company had accrued $112,500 in such fees. On August 21, 2020 the Company’s Board of Directors approved the continuation of the 2019 Board compensation policy for the year ending December 31, 2024. As of December 31, 2024, the Company accrued an additional $36,000 in fees for a total of $220,500 in accrued fees.

On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Robert. Carmichael. Under the terms of the option agreement, as additional compensation the Company granted Mr. Carmichael an option to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $.045 per share. During the years ended December 31, 2024 and December 31, 2023 the Company nothing was expenses in relation with this option agreement, respectively. Such option expired unexercised April 30, 2023.

On November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr. Constable. Under the terms of this option agreement, as additional compensations, the Company granted an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 shares of the Company’s common stock at an exercise price of $0.0184 per share. During the years ended December 31, 2024 and December 31, 2023, the Company nothing was expensed. As of December 31, 2023, 5,000,000 shares subject to option were vested. These options have been forfeited upon Mr. Constable’s resignation as Chief Executive Officer of the Company in June 2023.

On August 1, 2021 as part of the Blake Carmichael Agreement (see Note 15) the Company entered into a Non-Qualified Stock Option Agreement with Blake Carmichael. Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year option to purchase 3,759,400 shares of the Company’s common stock at an exercise price of $0.0399 per share (the “BC Compensation Options”), 33.3% of the shares subject to the option vested upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date and (ii) a five-year option to purchase up to 18,000,000 shares of common stock which vest annually on a contract year basis, based upon the achievement of certain revenue and EBITDA based financial metrics tied to revenue and EBITDA, which for the years ended December 31, 2024 and December 31, 2023 the Company expensed $49,448 and $49,448, respectively.

On November 5, 2022 the Company entered into a Non-Qualified Stock option agreement with Christopher Constable as part of his employment agreement as the Company’s Chief Executive Officer. Under the terms of the option agreement, the Company granted Mr. Constable a five-year immediately exercisable option to purchase 3,968,254 shares of the Company’s common stock at an exercise price of $0.0252 the “Compensation Options”. The fair value of the options on the date of the grant was $95,969 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .4.64%, (ii) expected life of 2.5 years, (iii) dividend yield of 0% and (iv) expected volatility of 256%. Stock option expense recognized during the years ended December 31, 2024 and December 31, 2023 for this option was $-0- and $95,969, respectively. The option was forfeited unexercised 90 days after Mr. Constable’s resignation as Chief Executive Officer

On December 13, 2022, the Company issued 5,714,285 units, each unit consists of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of $100,000.

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

On September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael for funds to meet the working capital needs of BLU3. 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 “VWAP” of the Company’s common stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal into shares of common stock at a conversion rate of $0.01351 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 $-0- for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. The outstanding balance on the note was $50,000 as of December 31, 2024 and December 31, 2023. Mr. Carmichael has waived interest payments on the note effective as of September 14, 2023.

On November 14, 2023, the Company issued a promissory note in the principal amount of $150,000 to Charles Hyatt, a director, for working capital requirements and payment of certain expenses in connection with the Company’s business. The note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments are due and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding under the note as of December 31, 2024. Pursuant to an amendment date November 13, 2004 the maturity date was extended from Mat 7, 2024 to May 5, 2025.

On February 5, 2024, the Company borrowed funds through the issuance of a promissory note in the principal amount of $280,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the note was August 6, 2024. The note bears interest at a rate of 9.9% per annum, and has a default interest rate of 18% per annum. Interest payments are and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of December, and the due date was extended to a due date of May 5, 2025, pursuant to an amendment dated November 13, 2024.

On December 18, 2023, the Company issued a $25,0000 to Robert Carmichael for BLU3 working capital needs. The note bears no interest and is payable on demand.

On March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.

On June 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,287.

On September 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,287.

On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.

On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,287.

On December 9, 2024 the Company issued 8,241,759 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $60,000.