Related Parties and Transactions | Note 3—Related Parties and Transactions The RJW/LLW Irrevocable Family Trust is the Company’s controlling shareholder and its principal beneficiary, Robert Wessels (“Wessels”), serves as the Company’s CEO. Wessels provides management and administrative services to the Company through Relco, a management company controlled by Wessels. Relco received a 5% ownership interest in DW for management services provided to DW and the Company. Wessels has provided personal guarantees on certain notes of the Company with an outstanding balance of approximately $2,400,000 at June 30 and March 31, 2015. From time to time Wessels, DW and Relco have advanced funds to the Company. Such advances are repaid without interest. The Company owed $2,350,703 and $2,345,704 as a result of advances from Wessels, DW and Relco as of June 30 and March 31, 2015, respectively. Additionally, the Company’s CEO has personally indemnified certain sub-contractors for outstanding amounts owed by the contractors. Such amounts are not material at June 30, and March 31, 2015. CAG has the sole and exclusive rights to provide marketing and sales of the Company’s ULFs in Asia and Australia. This agreement is with DW, a shareholder of the Company, and relates to the entire Villages project. A company controlled by the president of CAG holds a 1% interest in DW. In June 2012, the president of CAG loaned the Company $2,000,000. The note bears interest at 8%, is unsecured and is due upon the earlier of: (1) the Company receiving funding from certain loans, (2) when sufficient proceeds have been obtained on townhouse closings or (3) December 31, 2012. The Company was unable to repay the note prior to its due date of December 31, 2012, and the note continues to accrue interest. The balance owed on the note was $2,485,778 and $2,445,778 as of June 30 and March 31, 2015, respectively. No commissions were paid to CAG for the three months ended June 30, 2015 and 2014. Certain relatives of the Company’s CEO serve in consulting capacities as controller and director of investor relations for the Company. For the three months ended June 30, 2015 and 2014, such individuals together earned $48,000 and $30,000, respectively. The Company owed $7,586 and $51,492 to such individuals as of June 30 and March 31, 2015, respectively. The Company’s CEO, Relco, and DW have periodically advanced funds to the Company. These advances from Relco and DW bear no interest, are due on demand and are unsecured. Advances from the CEO, with the exception of unpaid compensation, do not bear interest. Unpaid compensation accrues interest at 12% per annum. Note and advances payable to related parties were comprised of the following as of June 30 and March 31, 2015: June 30, March 31, Advances from DW $ 200,000 $ 200,000 Advances from CEO 2,150,703 2,145,704 Note Payable to CAG president 2,485,778 2,445,778 Total: $ 4,836,481 $ 4,791,482 |