Related Parties

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Parties

9.    Related Parties

Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.

On January 18, 2011, Liat Franco was appointed by the Company to serve as the Secretary of the Company.  For her services during her term as Secretary, the Company is to issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event Ms. Franco’s employment agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the term.  On November 15, 2011, Ms. Franco was appointed by the Company to serve as the Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director of the Company.  The Board of Directors elected to appoint Ms. Franco, who is an attorney licensed in the United States and Israel, as an executive officer and director to handle the Triple 8 settlement agreement.  As of September 30, 2012, no Company shares had been delivered.  On April 23, 2012, Ms. Franco resigned as an executive officer of the Company, but continued on as Director of the Board and Secretary of the Company.  On May 23, 2012, Ms. Franco resigned as Director of the Company to pursue other interests.

Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer, on a part-time basis, and a Director of the Company.  A company controlled by Mr. Klinger receives a monthly fee of $3,500 for his services.

As of December 31 2011 the Company owed Ms. Franco $50,000, a company controlled by Mr. Klinger $6,500 and the former CEO $17,409. As of March 31, 2012 Ms. Franco was paid in full, and the Company owed the former CEO $2,409.  As of September 30, 2012, the payables outstanding have been paid in full, and the Company had accrued directors’ fees of $15,321, $15,321 and $4,159 to Ms. Franco, Mr. Glass, and Mr. Reich, respectively (recorded in accounts payable and accrued expenses), which will be settled in cash.

On April 23, 2012, Robert Morris Price was appointed by the Company to serve as the President, Chief Executive Officer, and Treasurer as well as Chairman of the Company.  

There is no understanding or arrangement between Mr. Price and any other person pursuant to which he was appointed as an executive officer and director.  Mr. Price does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer.  Mr. Price has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.