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Note 13. Subsequent Events
12 Months Ended
Jun. 30, 2012
Subsequent Events [Text Block]
13.   SUBSEQUENT EVENTS:

The Company has evaluated events that occurred subsequent to June 30, 2012 for recognition and disclosure in the financial statements and notes to the financial statements.

From July 1, 2012 through September 25, 2012 the Company has issued 16,403 shares of the Company’s common shares to various consultants valued at approximately $34,000.

From July 1, 2012 through September 25, 20121 the Company has issued 143,333 Units (each consisting of one share of the Company’s common stock and a warrant to purchase ½ share of the Company’s common stock at $3.10 per share until December 31, 2014) for approximately $322,500 of proceeds.

During September 2012, the Company granted 50,000 options to purchase the Company’s common stock at $2.10 per share, with an expiration date of December 31, 2017.

Effective July 15, 2012, the Company entered into an extension agreement whereby Mr. Smith will continue to hold his current positions in the Company through a date no later than June 30, 2014.  Effective September 2012, Mr. Smith will be paid a monthly salary of $21,000 (which is currently being deferred).  In addition, Mr. Smith will be issued 150,000 shares of the Company’s common stock in two tranches of 75,000 shares on each of January 15, 2014 and 2015 which shares vested immediately.  As part of the extension agreement, Mr. Smith was also granted a bonus of $25,000 paid in warrants, which vested immediately, to purchase 250,000 common shares of the Company at a price of $2.10 per share and which warrants expire on December 31, 2018 and a contingent stock bonus of 100,000 shares payable on the date on which the Company’s stock price first reaches $10.00 per share (regardless of whether Mr. Smith is still providing services to the Company on such date).

Effective July 15, 2012, Mr. Bassani, Brightcap and the Company agreed to a further extension/amendment of the existing agreement with Brightcap which provides that Mr. Bassani will continue to provide the services of CEO through June 30, 2014.  Mr. Bassani will continue to provide full-time services to the Company at a cash salary of $26,000 per month (which is currently being deferred) and will be issued 300,000 shares of the Company’s common stock issuable in two tranches of 150,000 shares on each of January 15, 2015 and 2016, which will be immediately vested.   As part of the extension agreement, Mr. Bassani was also granted a bonus of $5,000 paid in warrants, which vested immediately, to purchase 50,000 common shares of the Company at a price of $2.10 per share and which warrants expire on December 31, 2018.

Effective July 15, 2012, the Company entered into a deferral/employment/compensation extended employment agreement with Edward Schafer pursuant to which Mr. Schafer will continue to provide senior management services to the Company on an approximately 75% full time basis, initially as Executive Vice Chairman and as a director.  Basic compensation for Mr. Schafer’s services will remain unchanged and Mr. Schafer will be issued 100,000 options to purchase shares of the Company’s common stock at $2.10 per share until December 31, 2018, which are immediately vested and a contingent stock bonus of 25,000 shares payable on January 1 of the first year after the Company’s stock price first reaches $10.00 per share (regardless of whether Mr. Schafer is still providing services to the Company on such date). The cash portions of Mr. Schafer’s compensation are currently being deferred.

In relation with these agreements with Smith, Bassani and Schafer and the securities issuances included therein, the Company:

a)  granted Mr. Bassani and Mr. Smith shares of the Company’s common stock as bonuses for signing extensions to their employment agreements.  Mr. Bassani will be issued 300,000 shares of the Company’s common stock issuable in two tranches of 150,000 shares on each of January 1, 2015 and 2016, respectively.    Mr. Smith will be issued 150,000 shares of the Company’s common shares in two tranches of 75,000 shares on each of January 15, 2014 and 2015, respectively.  The Company will record non-cash compensation of $585,000 and $292,500, respectively, related to the future stock issuances to Mr. Bassani and Mr. Smith, respectively, as the bonuses were fully vested at the grant date, during the three months ended September 30, 2012.

b)  declared contingent stock bonuses of 100,000 and 25,000 shares to Mr. Smith and Mr. Schafer, respectively. The stock bonuses are contingent upon the Company’s stock price exceeding $10.00 per share and do not require that Mr. Smith or Mr. Schafer remain employed by the Company.  The Company will record non-cash compensation of $195,000 and $48,750, respectively, related to the contingent stock bonuses to Mr. Smith and Mr. Schafer, respectively, as the contingent stock bonuses were fully vested at the grant date during the three months ended September 30, 2012.

c)  granted Mr. Schafer options to purchase 100,000 shares of the Company’s common stock at a price of $2.10 per share with an expiry date of December 31, 2018.  The options were immediately vested upon issuance and the Company will record non-cash compensation of approximately $87,000 during the three months ended September 30, 2012.

d)  issued 50,000 and 250,000 warrants to Mr. Bassani and Mr. Smith, respectively, to purchase common shares of the Company for $2.10 per share with an expiry date of December 31, 2018.  The issuances of the warrants were treated as bonuses and the Company will record non-cash compensation of $5,000 and $25,000, respectively, during the three months ended September 30, 2012.

 On August 1, 2012 the Company received its final permit from the PADEP for its Kreider 1 System (Note 5).

In connection with the Pennvest Loan, the Company provided a ‘technology guaranty’ regarding nutrient reduction performance of the Kreider 1 System which was structured to expire when the Kreider System’s nutrient reduction performance had been demonstrated. On August 1, 2012 the Company informed Pennvest that the Kreider 1 System had surpassed the requisite performance criteria and that, as a result, the Company’s ‘technology guaranty’ had been met (Note 5).

As of September 25, 2012, the Company has accrued additional deferred compensation totaling approximately $176,500, of which $78,000 and $61,000, respectively, is owed to Mr. Bassani and Mr. Smith, and $37,500 is due to Mr. Shafer.