3. Related Party Transactions

For the three months ended March 31, 2025 and 2024 officers and board of directors expense was $9,895 and $52,339 respectively. The Company also had consulting contracts with David Tobias and Cathy Carroll as noted below. At March 31, 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 March 31, 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 March 31, 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 months ended March 31, 2025 and 2024 was $-0- and $28,125, respectively.  The last payment of these services was in June of 2022.  At March 31, 2025 and December 31, 2024 the Company owed Mr Bilton $253,125 in consulting services.  These are included in stock payable at March 31, 2025 and December 31, 2024.

During the year ended December 31, 2023, the Company and Cathy Carroll, director, entered into a note payable for $70,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2024. The note payable totaled $109,250 of which $5,750 was paid by the Company during 2023.  

Ms Carroll has a consulting agreement with the Company in the amount of $12,500, quarterly. For each of the three months ended March 31, 2025 and 2024 consulting expense was $12,500. Director fees to Ms Carroll for the three months ended March 31, 2025 and 2024 were $-0- and $2,500, 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 three months ended March 31, 2025, David Tobias, the Company’s chief executive officer and director, loaned $450 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 three months ended March 31, 2025 Ms. Carroll’s note was increased by her compensation of $12,500.  At March 31, 2025 and December 31, 2024 the note payable balance was $176,750 and $164,250, respectively.

During the three months ended March 31, 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 $2,774 and $911 respectively.

The following tables reflect the related party note payable balances. 

At March 31, 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.  The Company also has an advance to a director of $1,250 at March 31, 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.