XML 60 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
9. RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2013
Notes to Financial Statements  
NOTE 9. RELATED PARTY TRANSACTIONS

Employment Agreement

 

In February 2011, the Company entered into a new employment agreement with its CEO that provides for a base salary of $20,000 per annum, subject to CPI adjustments, incentive performance bonuses equal to 12% of the Company’s annual GAAP earnings for the years 2011 through 2015 and discretionary bonuses, as well as expense reimbursements and certain employee benefits. The agreement terminates December 31, 2015.  As of September 30, 2013 and December 31, 2012, the Company has accrued $20,000 and $5,000 respectively, for unpaid wages under the employment agreement.

 

Support and Service Agreement

 

Effective April 1, 2013 the Company entered into a Support and Service Agreement (“the Agreement”) with Rolyn Companies, Inc. (“Rolyn”) under the terms of which Rolyn will provide labor and services support.  The Agreement calls for payment to Rolyn of 76,666 shares of the Company’s common stock per month as well as payment of out of pocket expenses.    Either party can terminate the Agreement within 30 days written notice.  The Company has recorded $203,000 support and service expense for the nine months ended September 30, 2013 and a related liability has been recorded as common stock to be issued based on the fair value of the Company’s common stock.  Certain officers of Rolyn were appointed officers of the Company in June and July 2013.

 

The Company has sales to Rolyn amounting to $34,000 during the nine months ended September 30, 2013. Rolyn is the sub-contractor for the Company in relation to the bio-mass reduction in Panama.

 

Engagement Agreement

 

On September 26, 2013, the Company entered into an engagement agreement with Christopher M. Chipman.  Pursuant to the engagement agreement, Mr. Chipman serves as our Chief Financial Officer and receives a base annual fee of at least $60,000.  As part of Mr. Chipman’s engagement, 300,000 warrants were issued with a term of five years vesting 100,000 upon the grant date, 100,000 on September 26, 2014 and 100,000 on September 26, 2015. The exercise price of the warrant is $0.77 per share based on the volume weighted average price of the Company’s common stock for the five days prior to the grant date.