3. Related Party Transactions

6 Months Ended

Jun. 30, 2025

Notes

3. Related Party Transactions

3. Related Party Transactions

For the three and six months ended June 30, 2025 and 2024 officers and board of directors expense was $12,500 (2024: $23,123) and $22,395 (2024: $63,587), respectively. The Company also had consulting contracts with David Tobias and Cathy Carroll as noted below. At June 30, 2025 and December 31, 2024 the Company owed two (2) directors $18,750 for directors fees that are included in stock payable.

Historically, the Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares.

Consulting expense to David Tobias, the Company’s chief executive officer and director, for each of the three months ended March 31, 2025 and 2024 was $46,875. Director fees to Mr. Tobias for the three months ended March 31, 2025 and 2024 were $-0- and $3,125, respectively. The last payment of these services was in June of 2022. At March 31, 2025 and December 31, 2024, the Company owed Mr Tobias $515,625 and $468,750 in consulting services, and $25,000 in directors fees. These are included in stock payable at March 31, 2025 and December 31, 2024 for a total of $540,625 and $493,750, respectively. 

At June 30, 2025 and December 31, 2024 the Company owed the Estate of Brad Herr – prior chief financial officer $93,750 in consulting services, and $6,250, respectively in directors fees from his 2022 contract. These are included in stock payable at June 30, 2025 and December 31, 2024 for a total of $100,000.

Consulting expense to Patrick Bilton, the Company’s chief operating officer for the three and six months ended June 30, 2025 and 2024 was $-0- (2024: $28,125) and $-0- (2024: $56,250), respectively. The last payment of these services was in June of 2022. At June 30, 2025 and December 31, 2024 the Company owed Mr Bilton $253,125 in consulting services. These are included in stock payable at June 30, 2025 and December 31, 2024.

Ms Carroll has a consulting agreement with the Company in the amount of $12,500, quarterly. For each of the three and six months ended June 30, 2025 and 2024 consulting expense was $12,500 and $25,000. Director fees to Ms Carroll for the three and six months ended June 30, 2025 and 2024 were $-0- (2024: $2,500) and $-0- (2024: $5,000), respectively. Ms Carroll has elected that these payments increase her note payable each quarter.

During the year ended December 31, 2024, David Tobias, the Company’s chief executive officer and director, loaned $11,788 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2024.

During the year ended December 31, 2024, Trevor Reed, a director of the loaned $8,000 to the Company for notes payable bearing interest at the rate of 10% per annum due on June 4, 2025 If unpaid at June 4, 2025, the interest rate increases to 12% per annum.

During the six months ended June 30, 2025, David Tobias, the Company’s chief executive officer and director, loaned $10,706 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2025.

During the year ended December 31, 2024, the Company and Cathy Carroll, director, entered into a note payable for $60,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2024. During the six months ended June 30, 2025 Ms. Carroll’s note was increased by her compensation of $12,500 for a total of $25,000. At June 30, 2025 and December 31, 2024 the note payable balance was $189,250 and $164,250, respectively.

During the three and six months ended June 30, 2025 and 2024, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 8% per annum in the amounts of $2,981 (2024: $689) and $5,755 (2024: $1,440), respectively.

The following tables reflect the related party note payable balances. 

	Related party notes		Accrued interest		Total
David Tobias, CEO & Director	$	22,494	$	19,053	$	41,547
Cathy Carroll, Director		189,250		16,227		205,477
Trevor Reed, Director		8,000		480		8,480
Stock payable – Directors & Officers		962,116		-		962,116
Totals	$	1,181,860	$	35,760	$	1,217,620

	Related party notes		Accrued interest		Total
David Tobias, CEO & Director	$	11,788	$	18,712	$	30,500
Cathy Carroll, Director		164,250		11,226		175,476
Trevor Reed, Director		8,000		67		8,067
Stock payable – Directors & Officers		865,625		-		865,625
Totals	$	1,049,663	$	30,005	$	1,079,688

At June 30, 2025 and December 31, 2024, the Company has a balance due from MJ Harvest, Inc., with whom the Company had plans to merge, of $75,054, (see Note 8 and 11). The amount is included in advances to related party on the condensed consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating expenses. In April 2025, the Company became aware that MJ Harvest (a related party with common directors) was delisted from the OTC markets. The Company had advanced to MJ Harvest $75,055 in anticipation of its merger in 2022 and had been trying to collect on this advance. In April 2025, the Company allowed for the $75,055 it had advanced to MJ Harvest, as the Company is unsure whether the advance will be paid back. The Company is going to continue in its efforts to try to collect on this advance.

The Company also has an advance to a director of $1,250 at June 30, 2025 and December 31, 2024 that is included in advances to related parties. The funds were advanced to the director to cover upcoming consulting services.