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RELATED PARTY TRANSACTIONS
9 Months Ended
Mar. 31, 2022
RELATED PARTY TRANSACTIONS  
6. Related Party Transactions

6. RELATED PARTY TRANSACTIONS

 

We have one executive officer, Steve Rubakh, who is currently our only full-time employee and sole member of our Board of Directors. Mr. Rubakh is paid an annual salary established by the Board of Directors, bonuses as determined by the Board of Directors, and is issued shares of Series B preferred stock on a quarterly basis for additional compensation. The number and timing of Series B preferred shares issued to Mr. Rubakh is at the discretion of the Board of Directors.

 

Effective April 1, 2021, the Company entered a four-year employment contract with Steve Rubakh establishing annual salary at $250,000 with a quarterly bonus of $50,000 or 5,000 shares of Series B preferred stock, as determined by the Board of Directors. Quarterly bonuses of $25,000 and $50,000 were approved by the Board of Directors for the three months ended December 31, 2021 and September 30, 2021, respectively. Annual salary for Mr. Rubakh was $150,000 prior to April 1, 2021.

 

In October 2021, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $1,880,000, using the closing market price of the Company’s common stock on the date of issuance. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

 

Total compensation expense included in general and administrative expenses was $67,500 and $37,500 for the three months ended March 31, 2022 and 2021, respectively, and $262,500 and $112,500 for the nine months ended March 31, 2022 and 2021, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $78,212 and $29,357 as of March 31, 2022 and June 30, 2021, respectively.

In August 2021, Mr. Rubakh converted 24,737 shares of Series B preferred stock into 2,473,700 shares of common stock in a transaction recorded at the par value of the shares.

 

On December 15, 2021, the Company and Tioga Holding, LLC, a related party owned 50% by Mr. Rubakh (“Tioga”), entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement is 36 months. Full mining operations had not commenced as of March 31, 2022. In March 2022, the Company paid power expense of $8,400 to Tioga.

 

In February 2022, the Company sold to Tioga 55 miners from the Bitmain shipments (Note 5) for a total sales price of $467,500.