Note 6 - Contingent Contractual Obligations and Commercial Commitments | NOTE 6 CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Medical Marijuana in Massachusetts: As discussed in Note 3, the Company has agreements with Heatley and the William Noyes Webster Foundation, Inc. (the Foundation). AQSP has agreed to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to the William Noyes Webster Foundation, Inc. (the "Foundation") which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts (the Plymouth Cultivation Facility) and medical marijuana dispensary in Dennis, Massachusetts (the Dennis Dispensary), (3) AQSP directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000. As of September 30, 2015, no finders fees are due to Parare Partners, Inc. During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella (MVJ Realty), loaned a total of $23,000 to the Foundation, which $23,000 was used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the Two New Applications) by the Foundation to the Commonwealth of Massachusetts for licenses (the Two New Licenses) to operate two new medical marijuana dispensaries in Massachusetts (the Two New Dispensaries). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for AQSP, and expected to eventually be reimbursed for the $23,000 by AQSP subject to the execution and delivery by the Foundation to AQSP of loan documents evidencing that the principal amount of the loan from AQSP to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015. In the Two New Applications, the Foundation included background information in regard to each director and officer of AQSP. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and AQSP considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between AQSP, Heatley and the Foundation regarding the Teaming Agreement. At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms. Acquisition of Real Estate As discussed in AQSPs prior public filings, AQSP and one of its directors, Vincent J. Mesolella, have agreed to negotiate in good faith regarding the possibility of AQSP acquiring certain parcels of real estate in Rhode Island that are owned by entities affiliated with Vincent J. Mesolella and his son Derek V. Mesolella, an independent contractor to AQSP, one of which parcels is also partly owned by an affiliate of AQSPs chief executive officer, Gerard M. Jacobs (collectively, the Mesolella/Jacobs Properties). The independent members of the board of directors of AQSP, Joshua A. Bloom, Michael D. McCaffrey and Richard E. Morrissy, met separately and decided to cause AQSP to retain an MAI appraiser in Rhode Island to appraise the Mesolella/Jacobs Properties and one other parcel of real estate in Rhode Island that is owned by an unrelated third party (the Unrelated Parcel) who expressed a potential interest in AQSP acquiring the Unrelated Parcel. The parties have been unable to agree upon mutually acceptable valuations of any of the Mesolella/Jacobs Properties. Consequently, the independent directors have met and have recommended to the full board of directors of AQSP that all pending purchase and sale offers on the Mesolella/Jacobs Properties be withdrawn. |