| RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Mirabella paid expenses of $36,052 during the three months ended March 31, 2022 that were recorded as an additional loan from shareholders, which loans totaled $653,101 at March 31, 2022. In comparison Mirabella paid $1,385 during the three months ended March 31, 2021. The interest expense related to the outstanding loans was $31,694 for the three months ended March 31, 2022, and $27,944 for the three months ended March 31, 2021, and total accrued interest as of March 31, 2022 and December 31, 2021 was $694,436 and $662,742, respectively. The loans are evidenced by a promissory note, are unsecured, are due on demand and accrue interest at the rate of 10% per annum, compounded quarterly. No payments of principal or interest were made during the quarter ended March 31, 2022. The note was issued by the Company on April 29, 2009 and covers all loans made by Mirabella to the Company since November 6, 2007, as well as any such loans that may be made by Mirabella in the future. A copy of the note was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008; see Part IV, Item 15 of that Report. On April 29, 2009, the Company entered into a management services agreement (the “Management Services Agreement”) with Richland, Gordon & Company (“Richland”), a private investment firm beneficially owned by Alan D. Gordon, the Company’s President and Chief Executive Officer and one of the Company’s directors. Pursuant to the Management Services Agreement, Richland provides certain financial and management consulting services to the Company, including, among other things, advice regarding the Company's operations, identification of potential businesses for the Company to acquire or other suitable business combinations for the Company, and advice regarding the Company's general preparation for its initial acquisition, other business combination or financing transaction that may occur in the future. The Management Services Agreement has a term of ten years and provides for the Company to pay to Richland an annual management fee equal to the greater of (i) $120,000 or (ii) 5% of the Company's consolidated EBITDA (as defined in the agreement). The management fee is payable in quarterly installments in arrears, on April 15, July 15, October 15 and January 15 of each year, with respect to the immediately preceding calendar quarter, equal to the greater of (i) $30,000 or (ii) 5% of the Company's consolidated EBITDA for the immediately preceding calendar quarter, with such payments commencing July 15, 2009 and covering services provided by Richland during the period from January 1, 2008 (prior to the date of the agreement) and continuing through the quarter ended March 31, 2022; however, the management fees accrue and are not initially payable to Richland until the Company’s completion of its initial acquisition or financing that occurs subsequent to the date of the agreement. Accordingly, we accrued management fees payable to Richland totaling $30,000 during the quarters ended March 31, 2022 and 2021, which fees, along with any other management fees that may subsequently accrue, are due and payable to Richland if and when such an acquisition or financing is completed by the Company. The Management Services Agreement also provides for the Company to pay a separate, cash transaction-based fee for investment banking services that Richland provides in connection with future acquisitions and financing transactions that may be completed by the Company. This transaction-based fee equals 1% of the transaction value of any acquisitions or other business combinations or debt or equity financings completed by the Company subsequent to the date of the agreement; however, the amount of the initial transaction-based fee payable to Richland is reduced by the amount of all accrued but unpaid management fees earned by Richland under the agreement. To date, no transaction-based fee has accrued or is otherwise payable by the Company to Richland. Under the Management Services Agreement, the Company also reimburses Richland for all reasonable out-of-pocket expenses incurred by Richland in providing its services to the Company and indemnifies Richland and its agents and affiliates for any liabilities that they may incur in connection with providing these services. This expense reimbursement is payable on April 15, July 15, October 15 and January 15 of each year, with respect to expenses incurred by Richland during the immediately preceding calendar quarter. To date, no such expenses have been incurred by Richland and, accordingly, no expenses have been reimbursed by the Company to Richland and no expense reimbursement obligation has been accrued or is otherwise payable by the Company. A copy of the Management Services Agreement was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008; see Part IV, Item 15 of that Report. A copy of the First Amendment to the Management Services Agreement, which extends the term to April 29, 2029, was filed as an exhibit to our June 30, 2018 Quarterly Report, see Part II, Item 6 of this Report. |
