Note 7 – Related Party Transactions

The Company’s CEO earns $10,000 per month. The following compensation was recorded within general and administrative expenses – related parties on the statements of operations: $60,000 and $60,000 for the six months ended June 30, 2022 and 2021, respectively, and $30,000 and $30,000 for the three months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, $911,659 and $851,659, respectively, of compensation was unpaid and was included in accounts payable – related party on the consolidated balance sheet.

On September 30, 2016, Balance Group LLC loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1, 2017. In addition, the Company issued 600,000 warrants at an exercise price of $1 which expired on September 30, 2021 (See Note 9). The note is currently in default and has an accrued interest balance of $69,009.

During 2016, 2017, and 2019 Balance Group LLC loaned an additional $66,850 to the Company. The notes are in default and have an accrued interest balance of $29,081.

On June 27, 2021, the Company received $50,000 from the CEO in exchange for a convertible promissory note with a face value of $53,192 which bears 12% interest per annum and matures on June 27, 2022 or upon the Company raising $250,000 from investors, whichever occurs first. The difference between the amount received and the face value of $3,192 was recorded as a discount and is being amortized over the life of the note. Additionally, the note comes with a beneficial conversion feature of $3,799 which was also recorded as a discount and is being amortized over the life of the note. For the three months ended June 30, 2022 and 2021, the Company recorded $1,705 and $17 of amortization of debt discount. For the six months ended June 30, 2022 and 2021, the Company recorded $3,428 and $17 of amortization of debt discount. As of June 30, 2022, the remaining discount on the note is $0 and the Company has accrued interest of $6,418.

BALANCE LABS, INC. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of June 30, 2022

(Unaudited)

As of June 30, 2022, the CEO and companies controlled by the CEO have loaned the Company a total of $1,673,558 in addition to the $53,192 convertible notes discussed above. The loans carry an interest rate of 8% and mature one year and one day from the date of the loan. The Company accrued interest of $411,628 on the loans. $1,711,091 of these loans are in default as of June 30, 2022.

On July 27, 2016, the Company signed a sublease (the “Master Lease”) with an entity partially owned by a related party to sub-lease approximately 2200 square feet located at 1691 Michigan Ave, Miami Beach, Florida 33139, beginning August 1, 2016 and ending December 31, 2019 at a monthly base rental of $7,741 per month until July 31, 2017, $7,973 per month from August 1, 2017 to July 31, 2018, and $8,212 from August 1, 2018 to the sublease termination date. In addition to base rent, the Company will have to pay 50% of the CAM charges as additional rent. On or about January 15, 2017, the Company was made aware that the Master Lease for the office space was in default. Consequently, the Company ceased payments. On or about March 31, 2017, the Company was served with an eviction notice as the Master Lease was still in default. The Company has partially settled the claim under the sublease and has $16,725 accrued on its books to cover any further claims. Beginning October 2020, the Company is leasing a virtual office with a new landlord: Spaces, paying only $99.75 per month. The lease was terminated on October 2021. Rent expense for the three months ended June 30, 2022 and 2021, was $0 and $300, respectively. Rent expense for the six months ended June 30, 2022 and 2021, was $0 and $599, respectively.

On October 3, 2019, the Company received $40,000 from The Foundation in exchange for a promissory note which bears 12% interest per annum and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. The promissory note is currently in default, and as of June 30, 2022, accrued interest on the note is $16,018. The promissory note comes with a warrant to purchase 40,000 shares of the Company’s stock with an exercise price of $1.00 per share and expires on October 10, 2022. The warrants have a relative fair value of $8,283, which was recorded as a debt discount and has been fully amortized.

On December 2, 2020, the Company received 1,000,000 shares from EZFill Holdings Inc., a related party, in exchange for consulting services provided in the past and as part of an agreement between both parties. The shares are valued at $1 each. The shares received have not been registered for resale and must be sold pursuant to an exemption from the registration requirements of the Securities and Exchange Commission. Each share valued at $1 each based on a recent cash price of the related party. The investment is reflected on the consolidated balance sheet as an investment in a related party. On September 14, 2021, the S-1 Registration Statement for EZFill Holdings, Inc. was declared effective by Securities and Exchange Commission. This investment is recorded at fair value as available-for-sale securities as of June 30, 2022 and December 31, 2021, with the gains and losses being recorded through other income (expense) on the consolidated income statement for the three and six months then ended.

For the three months ended June 30, 2022 and 2021, the Company generated $67,500 and $0, respectively in revenue – related party.

For the six months ended June 30, 2022 and 2021, the Company generated $135,000 and $0, respectively in revenue – related party.

As of June 30, 2022 and December 31, 2021, there was $45,000 and $22,500, respectively, of accounts receivable- related party.