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Related Parties
9 Months Ended
Sep. 30, 2011
Notes to Financial Statements 
NOTE 8 - Related Parties

Consulting Agreements

 

On July 21, 2011, the Company entered into a consulting agreement with Lawrence H. Wolfe, pursuant to which he will work as Chief Financial Officer. Pursuant to the agreement, 100,000 shares were issued in consideration for the execution and delivery of the agreement (See note 5). His compensation will be $150,000 for the first 12 months, payable 60% in cash and 40% in stock. The cash portion shall be paid monthly, and the shares shall be valued based on the stock price of the last day of the preceding month and will be issued on January 1st and June 1st. On each anniversary, an option to purchase 120,000 shares of common stock at an exercise price of 0.50 per share is granted, half of Option shall vest on January 1 and half on June 1 following such grant date. As a one-time bonus, the options to purchase 250,000 shares at $0.50 per share upon production of 12,000 and 24,000 ounces of gold, respectively, and an option to purchase 500,000 shares at $0.50 per share upon production of 48,000 ounces of gold. For the three and nine months ended September 30, 2011, Mr. Wolfe has earned $59,000  and an aggregate of 68,560 shares pursuant to his consulting agreement with a fair value of $.22 per share.

  

 

On July 25, 2011, the Company entered into a Consultancy Agreement with Mendel Mochkin, which replaced in its entirety the Employment Agreement dated March 22, 2011(See note 7). Pursuant to the agreement, his compensation will be $120,000 for the first 12 months, payable 60% in cash and 40% in stock. The cash portion shall be paid monthly, and the shares shall be valued based on the stock price of the last day of the preceding month and will be issued on January 1st and June 1st. On each anniversary, an option to purchase 120,000 shares of common stock at an exercise price of 0.50 per share is granted, half of Option shall vest on January 1 and half on June 1 following such grant date. As a one-time bonus, the options to purchase 250,000 shares at $0.50 per share upon production of 12,000 and 24,000 ounces of gold, respectively, and an option to purchase 500,000 shares at $0.50 per share upon production of 48,000 ounces of gold. For the three and nine months ended September 30, 2011, Mr. Mendel has been paid $67,056 and $97,056, respectively, and an aggregate of 54,859 shares pursuant to his consulting agreement with a fair value of $.22 per share.

 

On July 21, 2011, the Company entered into a Consultancy Agreement with Zegal and Ross Capital LLC. which represented as an accredited investor. Pursuant to the agreement, 100,000 shares was issued in consideration for the execution and delivery of the agreement (See note 5). The compensation will be $120,000 for the first 12 months, payable 60% in cash and 40% in stock. The cash portion shall be paid monthly, and the shares shall be valued based on the stock price of the last day of the preceding month and will be issued on January 1st and June 1st. On each anniversary, an option to purchase 120,000 shares of common stock at an exercise price of $0.50 per share is granted, half of option shall vest on January 1st and half on June 1st following such grant date. As a one-time bonus, the options to purchase 250,000 shares at $0.50 per share upon production of 12,000 and 24,000 ounces of gold, respectively, and an option to purchase 500,000 shares at $0.50 per share upon production of 48,000 ounces of gold. For the three and nine months ended September 30, 2011, Zegal and Ross has earned $20,000 and an aggregate of 34,859 shares pursuant to the consulting agreement with a fair value of $.23 per share.

 

Mr. Sternheim is currently on a month-to-month arrangement with the company and has been paid $59,943 and $119,943 for the three months and nine ended September 30, 2011, respectively. .  Additionally, The Company has incurred travel expenses on behalf of Mr. Sternheim totaling approximately $10,700 and $34,100 for the three months and nine months ended September 30, 2011.

 

Subsequent to September 30, 2011 but prior to the issuance of the common stock referred to above, the consulting agreements have been amended to include a $.25 (cents) per share price floor on the valuation of the common stock.  This amendment will expire on February 22, 2012.