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Note 11. Subsequent Events
6 Months Ended
Jun. 30, 2014
Notes  
Note 11. Subsequent Events

Note 11.          Subsequent Events

 

As of the date of this filing, the Company expects to extend the $200,000 Promissory Note payable to a related party of Timothy Kasmoch, the Company’s CEO.  Additional details are provided in Note 2, Long-Term Debt and Line of Credit.

 

In July and August 2014, the Company entered into share purchase agreements with three Purchasers pursuant to which the Company sold a total of 75,500 shares of its common stock (the “Shares”) for a purchase price of $1.00 per Share.  The Shares are restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933.  The transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

 

In July 2014, the Company settled the claims arising out of the Counsel Letter described above under Note 3 Commitments and Contingencies concerning the issuance of certain options to management of the Company by entering into a Confidential Settlement Agreement and General Release with the following terms:  Without admitting liability in connection with any of the claims asserted but in order to avoid the expenses and uncertainty of potential litigation the Company agreed: (i) the Company will adopt certain procedures to monitor future issuances of options to management; (ii) the Company will make an installment payment ratably over six months to counsel for the stockholder who asserted the claim, but none of these funds will be paid to the stockholder; (iii) the Company will issue warrants to counsel for the stockholder exercisable at a predetermined price.  In exchange for the foregoing the parties exchanged general releases and this matter is closed.

 

In August 2014, the Company announced it was an investor in N-Viro Energy, Limited, a United Kingdom registered development and capital-sourcing entity for the Company and, in particular, the international development of the Company’s projects.  At present, the Company holds 45% of the Class C voting shares that select Directors for N-Viro Energy, Limited.  More details can be found in the Form 8-K filed by the Company on August 11, 2014.