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- Related party transactions
 9 Months Ended
Sep. 30, 2012
- Related party transactions

Note 5 - Related party transactions

 

Due to related parties

 

The Company’s employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two Las Vegas Golf and Tennis ("District Store") and Las Vegas Golf and Tennis Superstore (“Westside”), owned by the Company’s President and his brother. The SAGS store is the retail tenant in the CGC.

 

Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $63,459and $68,712 for the nine months ended September 30, 2012 and 2011, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties.

In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Company’s President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,301,494 and $1,370,830 as of September 30, 2012 and December 31, 2011, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores.

Both the Company’s President and his brother have continued to defer half of their monthly salaries until the Company is in a more positive financial state.  The amounts deferred for the nine months ended September 30, 2012 and 2011 were $162,500 and $40,000, respectively.

Notes and Interest Payable to Related Parties:

The Company has various notes and interest payable to the following entities as of September 30, 2012, and December 31, 2011, respectively:

 

 

               2012

 

               2011

 

 

 

 

 

Various notes payable to the Paradise Store bearing 10% per annum and due on demand

$

3,200,149

$

3,200,149

 

 

 

 

 

Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand

 

100,000

 

100,000

 

 

 

 

 

Various notes payable to SAGS, bearing 10% per annum and due on demand

 

693,846

 

693,845

 

 

 

 

 

Various notes payable to the District Store, bearing 10% per annum and due on demand

 

85,000

 

85,000

 

 

 

 

 

Note payable to BE, III bearing 10% per annum and due on demand

 

200,500

 

105,500

 

 

 

 

 

Total

$

4,279,495

$

4,184,494

 

 

 

 

 

                                                                                                        

All maturities of related party notes payable and the related accrued interest payable as of September 30, 2012 are due and payable upon demand.  As of September 30, 2012, the Company has no loans or other obligations with restrictive debt or similar covenants.

 

On June 15, 2009, the Company entered into a “Stock Transfer Agreement” with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder of the Company. Pursuant to this agreement, the Company agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company’s outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $600,000.

As of September 30, 2012 and December 31, 2011, accrued interest payable - related parties related to the notes payable - related parties totaled $4,871,348 and $4,550,848, respectively.

Lease to SAGS

The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the nine months ended September 30, 2012 and 2011, the Company recognized rental income totaling $79,797 and $78,624, respectively.