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Related Parties
9 Months Ended
Sep. 30, 2013
Related Parties  
NOTE 10 - 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 as a signing bonus for the execution and delivery of the agreement with a fair value of $24,000 (See note 7). 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 the 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. The consulting agreement has been amended to include a $0.25 per share price floor on the valuation of the common stock. On August 31, 2012, Mr. Lawrence H. Wolfe resigned from his position as a Chief Financial Officer. As a result of Mr. Wolfe's resignation, the Consultancy Agreement dated July 25, 2011 was terminated in its entirety.  As of September 30, 2013 and December 31, 2012, accrued consulting fees of $71,700 and $71,500 were included in accrued compensation- related party, respectively.

 

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 9). 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. The consulting agreement has been amended to include a $0.25 per share price floor on the valuation of the common stock. On August 23, 2012, Mr. Mendel Mochkin resigned from his position as a director of the Board of Directors. As a result of Mr. Mochkin's resignation, the Consultancy Agreement dated July 25, 2011 was terminated in its entirety. The Company has agreed to indemnify Mr. Mochkin in connection with the lawsuit by George Sharp vs. Mustang Alliances, Inc. et al filed in the Superior court of the State of California, in San Diego County. As of December 31, 2012, the Company has not accrued any amounts related to this indemnification. As of December 31, 2012, total consulting fees of $57,000 owed by the Company were forgiven and recorded as additional paid in capital.

 

On July 21, 2011, the Company entered into a Consultancy Agreement with Zegal and Ross Capital LLC. Pursuant to the agreement, 100,000 shares were issued as a signing bonus for the execution and delivery of the agreement with a fair value of $24,000 (See note 7). 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. The consulting agreement has been amended to include a $0.25 per share price floor on the valuation of the common stock. On July 1, 2012, the Consultancy Agreement dated July 25, 2011 was terminated in its entirety. For the nine months ended September 30, 2013 and 2012, the Company has paid Zegal and Ross consulting fees for $12,500 and $0, respectively. As of September 30, 2013 and December 31, 2012, accrued consulting fees of $35,500 and $48,000 were including in accrued compensation- related party, respectively.

 

Mr. Sternheim is on a month-to-month arrangement at a rate of $20,000 a month. For the nine months ended September 30, 2013 and 2012, the Company has paid Mr. Sternheim consulting fees of $ 1,976,716 and $180,000, respectively. During the second quarter of 2013, the Board of Directors approved resolutions to pay Mr. Sternheim a total bonus of $150,000 for his service during 2011 and 2012. In addition, the Company issued a total of 30,000,000 shares of the Company’s restricted common stock to discharge $300,000 of amounts due to him at $0.01 per share. (See note 7). The difference between the grant date fair value and grant price was recorded on the statements of operations as compensation expense of $1,500,000. On September 29, 2013, the Board of Directors approved resolutions to pay Mr. Sternheim a total bonus of $75,000. On November 19, 2013, the Board of Directors approved resolutions to pay Mr. Sternheim a bonus of $131,716 during the quarter ended September 30, 2013, instead of his $20,000 a month rate. As of September 30, 2013 and December 31, 2012, the accrued compensation fees of $69,000 and $171,289 were recorded in accrued compensation- related party, respectively.

 

On July 17, 2012, the Company entered into a consulting agreement with Samuel Sternheim, pursuant to which he will work as an investor relations consultant. Pursuant to the agreement, 500,000 shares were issued as a signing bonus for the execution and delivery of the agreement with a fair value of $31,500 (See note 7). His compensation will be $5,000 per month for the first 12 months. The monthly fee will increase to $10,000 per month when the Company is producing 500 ounces a month of gold for more than 60 days. For the nine months ended September 30, 2013, the Company has paid Samuel Sternheim consulting fees for $61,500 which included the $15,000 consulting fees paid for service rendered before the agreement commenced.