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Note 13 - Related Parties
12 Months Ended
Dec. 31, 2013
Note 13 - Related Parties  
Note 13 - Related Parties

Note 13 – Related Parties

 

The Company’s three founders, Terry Anderton, Les Anderton, and Joakim Lindblom have a number of transactions that warrant disclosure per ASC Topic 850, Related Party Disclosures.

 

Stock Options- In 2012, Mr. Lindblom was granted additional options to purchase additional 250,000 and 800,000 shares both at a strike price of $0.35.

 

Corporate Rental - Through September 2013, the Company paid monthly rent to Terry Anderton for his guest house used by corporate employees who work for extended periods of time at the corporate offices located in New Hampshire but reside elsewhere.

 

Credit Agreements – At December 31, 2013 and 2012, the notes payable to the founders consisted of short-term loans with the three founders.  Credit agreements exist with Terry Anderton and Les Anderton that allow the Company to borrow up to $0.9 million, as needed, to fund working capital needs. These agreements carry an interest rate of 10% and have been amended with board consent to remain in effect until December 31, 2014 subsequent to the initial expiration date.   The loans have no repayment terms but were repaid in the second quarter of 2013. As of December 31, 2013 only Les Anderton has a shareholder loan of $252. As of December 31, 2012, Terry Anderton, Les Anderton, and Joakim Lindblom had shareholder loans that were comprised of the following balances:  $28,401, $10,066 and $15,510, respectively.

 

Founder Stock Transactions - Upon forming the Company in 2009, 3,333,333 shares were issued to both Terry Anderton and Les Anderton for a total of 6,666,667 shares (as adjusted for a 1 for 3 reverse stock split in 2011). At December 31, 2013, Terry Anderton directly owned and controlled 4,550,412 shares; Les Anderton directly and indirectly, with his wife, controlled 4,907,683 shares; and Joakim Lindblom directly owned and controlled 467,000 shares.

 

Transactions with Officers Transactions with Officers-The Company’s current Interim CEO and CFO, Nicole Fernandez-McGovern, is one of the managing principals of both RCM Financial and Premier Financial Filings, companies that have provided contracted financial services to Trunity during 2013 and 2012.  In 2013, RCM Financial Inc., a financial consulting firm providing interim CFO services, and accounting and tax professional services was paid total fees of $42,630 by the Company; and Premier Financial Filings, a full service financial printer, was compensated $2,163.  In 2012, RCM Financial received $93,000 in total fees from the Company. Ms. Fernandez-McGovern’s services as CFO in a consulting capacity were paid through April 2013 as part of RCM Financial until she became the Company’s full-time CFO.

 

The Company’s Chief Education Officer Cutler Cleveland, prior to his full-time employment was a consultant for the company and currently authors on the platform. In his capacity as an author and consultant he received royalty payments based on his transaction sales for his vbook and a monthly consultant fee. In 2013 and 2012 he received $33,458 and $11,097 respectively. As a result of his full-time employment with Trunity the company has discontinued payment of his consulting fees on a go forward basis.

 

In 2012, various notes with the founders were converted to debentures with the Company.

 

Conversion to Debentures
    Notes Payable to Founders  
Terry Anderton   $ 261,932  
Les Anderton     222,170  
Joakim Lindblom     81,270  
Total   $ 565,372