Note 8 – Related-Party Transactions and Notes Payable to Stockholders

Effective September 1, 2022, the Company signed an employment agreement with its Chief Executive Officer at the time for $90,000 per year plus incentive stock options until year-end December 31, 2022, and thereafter for $120,000 per year over the term. In July, 2024 the Board of Directors terminated the CEO’s employment for cause and then appointed a new CEO on July 17, 2024. The new CEO’s compensation is $60,000 per year beginning in July of 2024. At September 30, 2024 and December 31, 2023, accrued payroll of $0 and $30,000 is included in related-party payables.

During the year ended December 31, 2022, the Company issued 600,000 shares of common stock at a price of $0.067 with a fair value of $40,000 to settle $40,000 in accounts payable owed to a company controlled by the Company’s Chief Executive Officer at the time. No gain or loss was recognized on the settlement, and no share-issuance costs were incurred.

At September 30, 2024 and December 31, 2023, the Company included $1,200 and $1,200 in related-party payables for accrued fees owed to board members for services rendered.

At September 30, 2024 and December 31, 2023, the Company owed $0 and $15,000 to a company controlled by a related party for website creation, website development, and web hosting services. These amounts are included in related-party payables.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company recorded stock-based compensation of $112,854 and $249,952 for the grant of stock options to its Chief Executive Officer, board members, and other parties. See Note 10 for more information.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company has repaid non-interest-bearing notes payable to related parties totaling $132,000 and $0 which were due at various dates between May 30, 2024 and January 15, 2025.

The Company has an interest-bearing note payable to a related party for $300,000 with an original due date of February 22, 2025 which has been extended, by mutual agreement, to January 31, 2026.

The Company has a non-interest-bearing note payable to a related party for $50,000 with an original due date of April 23, 2025 which has been extended, by mutual agreement, to January 31, 2026.

On April 4, 2024, the Company paid the annual interest payment due to the seller of Down2Fish in connection with the note payable related to the purchase of Down2Fish.

Subsequent to the issuance of the previous financial statements, the Company executed a series of amendments to promissory notes with various parties to modify the terms of the notes including extensions of their respective maturity dates (see Note 7 for more information). The terms of the amended agreement for one promissory note related to the purchase of Down2Fish, with a principal amount of $700,000, resulted in the issuance of 500,000 restricted shares of common stock to the seller of Down2Fish to hold as additional collateral for the fulfillment of the note. As a result of the share issuance, the seller became a related party to the Company, and certain other parties became related parties due to ownership attribution. The restated financial statements have been updated to reflect the reclassification of the relevant promissory notes from long-term notes payable to related-party notes payable, and corresponding adjustments were also made to the current portion of long-term notes payable and current portion of related-party notes payable to reflect the amended terms of the notes.