Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

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Related Party Transactions
12 Months Ended
Dec. 31, 2013
Related Party Transactions  
Related Party Transactions

NOTE 3 - RELATED PARTY TRANSACTIONS

 

In prior years, Joseph Fiore, CEO of the Company, and Berkshire Capital, which is controlled by Mr. Fiore, paid expenses and made advances to the Company.  All expenses paid on behalf of the company have been recorded in the consolidated statements of operations for the period incurred.  At December 31, 2013 and 2012, $1,286,035 and $1,513,260, respectively of principle and accrued interest was due on this loan.

 

On September 14, 2007, the Company acquired 1,000,000 shares of International Oil & Gas Holdings Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $125,000, carrying an interest rate of 6% A.P.R. At December 31, 2013 and 2012, $135,276 and $174,185, respectively of principle and accrued interest was due on this loan.

 

On July 17, 2007, the Company acquired 3,000,000 shares of International Oil & Gas Holdings Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $465,000, carrying an interest rate of 6% A.P.R.  On January 8, 2008, $375,156 was paid on this note.  At December 31, 2013 and 2012, $147,575 and $139,182, respectively of principle and accrued interest was due on this loan.

 

On August 22, 2007, the Company acquired 2,000,000 shares of International Oil & Gas Holdings Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $160,000, carrying an interest rate of 6% A.P.R.  At December 31, 2013 and 2012, $233,786 and $220,491, respectively of principle and accrued interest was due on this loan.

 

  On September 20, 2007, the Company acquired 1,000,000 shares of International Oil & Gas Holdings Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $55,000, carrying an interest rate of 6% A.P.R.  At December 31, 2013 and 2012, $79,977 and $75,429, respectively of principle and accrued interest was due on this loan.

 

  On January 11, 2008, the Company acquired 1,000,000 shares of Sustainable Power Corp from Berkshire Capital Management in exchange for a demand note in the amount of $47,000, carrying an interest rate of 6% A.P.R.  This loan was paid off in the year ended December 31, 2013.

 

  On February 29, 2008, the Company acquired 2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $126,000, carrying an interest rate of 6% A.P.R. At December 31, 2013 and 2012, $0 and $168,268, respectively of principle and accrued interest was due on this loan. This loan was paid off in the year ended December 31, 2013.

 

On April 24, 2008, the Company acquired 2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $71,000, carrying an interest rate of 6% A.P.R. This loan was paid off in the year ended December 31, 2013.

 

On April 24, 2008, the Company acquired 862,500 shares of EFoodSafety.Com from Berkshire Capital Management in exchange for a demand note in the amount of $163,875, carrying an interest rate of 6% A.P.R.  On January 3, 2013 $20,000 was paid on this note.  This loan was paid off in the year ended December 31, 2013.

 

On July 1, 2008, the Company acquired 2,000,000 shares of Sustainable Power Corp. from Berkshire Capital Management in exchange for a demand note in the amount of $63,000, carrying an interest rate of 6% A.P.R.  This loan was paid off in the year ended December 31, 2013.

 

  On January 5, 2012, the Company acquired 3,500,000 shares of Plandai, Inc, from Berkshire Capital Management in exchange for a demand note in the amount of $1,575,000. The note has a five year term with principal and interest due January 5, 2017. The interest rate is 6% A.P.R. At December 31, 2013 and 2012, $1,762,900 and $1,668,400, respectively of principle and accrued interest was due on this loan.

 

  On February 1, 2012, the Company acquired 3,500,000 shares of Inscor, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $3,675,000. The note has a five year term with principal and interest due February 1, 2017. The interest rate is 6% A.P.R. At December 31, 2013 and 2012, $4,097,122 and $3,876,621, respectively of principle and accrued interest was due on this loan.

 

  On May 14, 2013, the Company acquired 8,000,000 shares of Nuvilex, Inc. from Berkshire Capital Management in exchange for a demand note in the amount of $1,420,000. The note has a five year term with principal and interest due May 14, 2018. The interest rate is 6% A.P.R. At December 31, 2013 and 2012, $1,473,570 and $0, respectively of principle and accrued interest was due on this loan.

 

  On May 21, 2013, the Company acquired 8,230,637 shares of Nuvilex, Inc. from Joseph Fiore in exchange for a demand note in the amount of $1,185,218. The note has a five year term with principal and interest due May 21, 2018. The interest rate is 6% A.P.R. At December 31, 2013 and 2012, $1,228,762 and $0, respectively, of principle and accrued interest was due on this loan.

 

Interest expense of $535,674 and $430,299 was capitalized during the years ended 2013 and 2012, respectively.

 

A summary of the above related party transactions is presented below.

 

Related Party   Date of loan   December 31, 2013   December 31, 2012
Joseph Fiore     May 21, 2013     $ 1,228,762     $ —    
Berkshire Capital Management     May 14, 2013       1,473,570       —    
Berkshire Capital Management     February 1, 2012       4,097,122       3,876,621  
Berkshire Capital Management     January 5, 2012       1,762,900       1,668,400  
Joseph Fiore     2010 & 2011       1,286,035       1,513,260  
Berkshire Capital Management     September 14, 2007       135,276       174,185  
Berkshire Capital Management     July 17, 2007       147,575       139,182  
Berkshire Capital Management     August 22, 2007       233,786       220,491  
Berkshire Capital Management     September 20, 2007       79,977       75,429  
Berkshire Capital Management     January 11, 2008       —         24,932  
Berkshire Capital Management     February 29, 2008       —         168,268  
Berkshire Capital Management     April 24, 2008       —         93,969  
Berkshire Capital Management     April 24, 2008       —         28,843  
Berkshire Capital Management     July 1, 2008       —         82,467  
            $ 10,445,003     $ 8,066,047  
Less: Current Portion             1,882,649       2,521,026  
Long Term Portion           $ 8,562,354     $ 5,545,021  

 

The maturities of these related party notes payable for the next five years are:

 

Year Ended December 31,    
  2014     $ 1,882,649  
  2015          
  2016          
  2017       5,860,022  
  2018       2,702,332  
  Total Future Maturities     $ 10,445,003  

  

During the year ended December 31, 2012, the Company issued 10,000,000 shares of common stock to its CEO for services rendered. The shares were valued at $0.006, the closing price on the date of grant, for a total expense of $60,000.

 

During the year ended December 31, 2012, the Company issued 12,500,000 shares of common stock to two of its Board Members for services rendered. The shares were valued at $0.006, the closing price on the date of grant, for a total expense of $75,000.

 

During the year ended December 31, 2013, Joseph Fiore forgave $301,937 of debt originally loaned to two of the Company’s subsidiaries that are no longer operating. The amount was written off to additional paid in capital.