Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 – Related Party Transactions

Pursuant to an agreement dated June 2013 and amended in June 2020, TBG Holdings Corp. (“TBG”), was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s Interim Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Under this agreement, we pay TBG a monthly fee of $40,000. In April 2021, we entered into an additional agreement with TBG to provide management services specifically to our Health Karma subsidiary. Under this new agreement, we pay TBG an additional monthly fee of $40,000. During the three months ended September 30, 2021 and 2020, the Company expensed $240,000 and $120,000, respectively, of related party management fees related to these agreements. During the nine months ended September 30, 2021 and 2020, the Company expensed $600,000 and $360,000, respectively, of related party management fees related to these agreements.

At September 30, 2021 and December 31, 2020, the Company had prepaid management fees related to the aforementioned agreement with TBG amounting to $305,696 and $480,000, respectively.

R3 Accounting LLC (“R3”), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and nine months ended September 30, 2021 and 2020, the Company expensed $40,000 and $104,050 and $175,538 and $245,050, respectively, related to R3 services.

At September 30, 2021 and December 31, 2020, the Company had short term cash advances outstanding due to Turnkey Capital, Inc. (“Turnkey”), a related party of the Company. The advances are due on demand, are unsecured, and do not bear any interest.

During the three and nine month period ended September 30, 2021, the Company paid $0 and $275,500, respectively, in marketing and consulting expenses to two companies which are owned by the president of Turnkey, a related party. There was no such fee during the three and nine month period ended September 30, 2020.

(Accounts payable and accrued expenses) prepaid expenses to related parties are as follows:

Related Party	At September 30, 2021			At December 31, 2020
TBG	$	305,696		$	480,000
Turnkey		(548,150	)		(457,300	)
R3		(12,431	)		(19,931	)
	$	(254,885	)	$	2,769

EGG Agreement

On September 13, 2019, Turnkey entered into a Definitive Acquisition Agreement with Healthspan Medical Systems, Inc., doing business as EGG Health Hub, Inc. (“EGG”). On October 29, 2020, Turnkey and EGG executed a share exchange agreement in which EGG became a wholly owned subsidiary of Turnkey. Turnkey and EGG are related parties of the Company. EGG does not currently conduct any operations.

EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform – scheduling, billing, client acquisition, and telemedicine – and flexible access to office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space.

On July 27, 2020, the Company and Turnkey entered into an agreement in which the Company issued 1,000,000 shares of its common stock to Turnkey in exchange for the exclusive technology rights to develop EGG’s business model (as described in the preceding paragraph) with the Company’s technological infrastructure, including but not limited to the use of the Company’s healthcare website platform. The transaction was accounted for at historical cost as a transaction under common ownership that lacks commercial substance. As such, the issuance of the Company’s common stock to Turnkey was recorded as an increase of $1,000 to common stock, with a corresponding decrease to additional paid-in capital.