12.          RELATED PARTY TRANSACTIONS:

Justin Yorke is the manager of the JMW Fund, LLC, the San Gabriel Fund, LLC, and the Richland Fund, LLC; and is a director of the Company.  Mr. McGrain, our Interim Chief executive officer and Interim Chief financial officer is also a member of the JMW Fund, LLC, the San Gabriel Fund, LLC, and the Richland Fund, LLC.  These funds own 4,725,721 shares of common stock and holds warrants to purchase 1,278,186 common shares in the aggregate.

During the year ended December 31, 2015 Mr. Yorke, converted $20,000 and $160,000 unsecured notes payable into senior secured notes payable.  In addition, Mr. Yorke was issued warrants to purchase 2,857 common shares as part of the Private equity offering dated October 1, 2014, during 2015.

As of December 31, 2016 and 2015, the Company has secured notes payable with Mr. Yorke in the aggregate amount of $962,361 and $947,361, respectively.  An outstanding balance of $138,000 on the revolving line of credit as of December 31, 2016 and 2015.  Mr. Yorke, as the manager, earned interest from loans payable for the years ended December 31, 2016 and 2015 of $192,728 and $120,565, respectively. Total accrued interest as of December 31, 2016 and 2015 was $332,566 and $139,838, respectively.

During the year ended December 31, 2015, Mr. Gus Blass III, a former member of our board of directors and a stockholder whom resigned September 15, 2015, earned dividends from preferred stock totaling $24,065 and $24,000, for the years ended December 31, 2016 and 2015, respectively.  Total accrued dividends as of December 31, 2016 and 2015 was $48,065 and $24,000, respectively.

During the year ended December 31, 2015, Reginald Greenslade, a former member of our board of directors and a stockholder, who resigned August 1, 2015; earned interest totaling $5,533 and $5,519 for the years ended December 31, 2016 and 2015, respectively.  Total accrued interest as of December 31, 2016 and 2015 was $10,158 and $4,626, respectively.

David Dworsky, the former Chief Executive Officer and board member of the Company, whom resigned his Officer position effective April 30, 2015 and his board position effective August 31, 2015.  Mr. Dworsky earned dividends on 1,500 shares of Series D preferred totaling $361 and $360 for the years ended December 31, 2016 and 2015, respectively. Total accrued dividends as of December 31, 2016 and 2015 was $721 and $360, respectively.