In May 2011, we entered into an employment agreement with Mr. Bennington which expired on December 31, 2017. The employment agreement provided that we would pay Mr. Bennington a salary of $120,000 during the first year of the agreement, $156,000 during the second year of the agreement, $172,000 during the third year of the agreement, $190,000 during the fourth year of the agreement and $208,000 during the fifth year of the agreement. Since the Company was unable to compensate him as stipulated per the agreement, Mr. Bennington agreed to drop his yearly compensation, and resulting yearly accrual, to $120,000 per year with no yearly increases as stipulated in years 2 through 5. In September 2016, before the expiration of Mr. Bennington’s contract, the Company appointed Ivan Braiker as its sole CEO, and Mr. Bennington subsequently took a role as a member of the Board of Directors at a monthly rate of $5,000. In connection with Mr. Braiker’s appointment, Mr. Braiker entered into a letter agreement with us, under which he accrued a monthly retainer of $7,500, to be paid only if we successfully close financing of at least $200,000. Mr. Braiker was also granted options to purchase 1,500,000 shares of our common stock at an exercise price of $0.0045 per share at a fair value of $6,290. In an act of good faith by the Company, Mr. Braiker was paid $15,000 in 2017 in relation to his letter agreement. Effective with his resignation on December 31, 2017, we did not owe, accrue for or pay Mr. Braiker any further compensation as he was unable to secure financing of $200,000 for the Company as stipulated per the letter agreement. Mr. Braiker was not compensated for his services as a member of our Board of Directors.

As of December 31, 2017, and December 31, 2016, the Company had payables due to officers, for accrued compensation and services of $474,156 and $511,656, respectively, recorded as a related party payable on the audited consolidated balance sheet. The decrease is related to an adjustment to Ivan Braiker’s accrued compensation when he was unable to secure financing of $200,000 for the Company and subsequently resigned in 2017. No director received full compensation for the fiscal years December 31, 2017 and December 31, 2016. We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors may receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

On December 3, 2014, Lanphere Law Group, the Company’s largest shareholder, entered into an agreement with the Company to convert 50% of its outstanding accounts payable of $428,668 to a notes payable. This notes payable represents the one half balance in the amount of $214,334 of attorney fees and costs owed up until October 31, 2014. This agreement further provided that the remaining 50% of unpaid legal fees in accounts payable were to be paid and retained as a current payable. In addition, 50% of the attorney fees and costs incurred from November 1, 2014 are to be converted on a monthly basis to common stock at a price of .09 per share until the accounts payable balance for attorney fees is paid current. The Company recorded to equity a total related party gain related to these conversions at the year ended December 31, 2017 and December 31, 2016 of $182,111 and none, respectively. During the year ended December 31, 2017 and December 31, 2016, approximately $45,994 converted to 511,052 common shares and $61,009 converted to 677,871 common shares were recorded to general and administrative expenses, respectively. Per this agreement as of December 31, 2017 and the year ended December 31, 2016, on a cumulative basis, approximately $193,627 of accounts payable was converted into 2,151,417 shares and $147,633 was converted into 1,640,365 shares, respectively. All amounts were recorded to general and administrative expense as incurred.

On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group, a related party and the company’s largest shareholder, which forgave $108,000 of the note payable’s principal balance. This debt forgiveness brought down the original principal balance on the note of $214,335 to a new principal balance of $106,335, and a related party gain of $108,000 was recorded to additional paid in capital. This amendment also extended the note payable’s due date to December 2, 2015. The note payable amount of $214,335 was recorded to general and administrative expense as incurred.

On March 8, 2017, Lanphere Law Group, a related and party and the Company’s largest shareholder, irrevocably elected to exercise options in order to acquire 32,248,932 shares of the Company’s common stock in exchange for an aggregate exercise price of $112,871 which was used for the deduction of $74,672 of principal and $38,199 of accrued interest related to this note payable. The principal balance of the note after the debt deduction was $31,662 respectively. At December 31, 2017 and December 31, 2016, the principal balance of this note was $31,662 and $106,335, respectively. At December 31, 2017 and December 31, 2016, the accrued interest on this note was $3,168 and $38,198, respectively. The note payable amount of $74,672 was recorded to general and administrative expenses and the $38.199 was recorded to interest expense as incurred. After this exercise, Mr. Lanphere still owns options to acquire an additional 10,818,583 shares of our common stock.

The Company entered into a lease agreement with Lanphere Law Group, a related party and the Company’s largest shareholder, whereas the Company is the tenant and is paying monthly rent of $4,100. The term of this operating lease runs from July 1, 2015 to June 30,2019. Rent expense for the years ended December 31, 2017 and December 2016 of $49,200 and $49,200, was recorded to general and administrative expense, respectively.