Annual report pursuant to Section 13 and 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
14.
RELATED PARTY TRANSACTIONS
 
Assets
 
Accounts receivable – related parties of $265,111 and $365,917 at December 31, 2014 and 2013, respectively, represents the net realizable value of advances made to related, but independent, entities under common management.
 
See Note 8 – Investments and Fair Value of Financial Instruments.
 
Liabilities
 
The CEO and Chairman of the Company (the “CEO”), loaned the Company $400,000 in April 2011 at a 6% interest rate and since then he has periodically advanced and withdrawn additional amounts. As of December 31, 2013, $266,663 and $51,432 of principal and interest pursuant to a 6% loan payable, and $63,936 and $4,569 of principal and interest pursuant to a 20% note payable, respectively, were due to the CEO. Both were included in loans payable – related parties (principal) and accrued expenses - related parties (interest) in the accompanying consolidated balance sheets. The total loan principal and related interest were repaid in full during 2014.
 
Additionally, in 2011 and 2012 the CEO invested a total $800,000 in the Company’s offering of convertible promissory notes on the same terms as other investors, earning a 10% interest rate. As of December 31, 2013, $800,000 and $176,475 of principal and interest, respectively, were due to the CEO, and were included in convertible debt obligations – related parties (principal) and accrued expenses - related parties (interest) in the accompanying consolidated balance sheets. During 2014, principal and interest of $373,958 and $207,327 was repaid in cash, and the remaining principal of $426,042 and the related interest were converted into 231,545 shares of Series A Preferred.
 
The following table summarized principal and interest owed to the CEO as of December 31, 2013. There were no loans payable to the CEO at December 31, 2014.
 
 
 
December 31, 2013
 
 
 
Principal
 
Interest
 
Total
 
6% Loan payable
 
$
266,663
 
$
51,432
 
$
318,095
 
10% Convertible debt obligation
 
 
800,000
 
 
176,475
 
 
976,475
 
20% Note payable
 
 
63,936
 
 
4,569
 
 
68,505
 
 
 
$
1,130,599
 
$
232,476
 
$
1,363,075
 
 
[1] This note bore interest at 20% because it is denominated in Argentine pesos and the peso has been subject to significant devaluation in recent years.
 
The Company’s indebtedness to its CEO represents 17% of total liabilities at December 31, 2013.
 
Revenues
 
For the years ended December 31, 2014 and 2013, CAP recorded $0 and $305,548 of private equity and venture capital fees arising from private placement transactions on behalf of a related, but independent, entity under common management. Of the 2013 amounts, $208,423 represent cash fees and $97,125 represent fees in the form of warrants, which were recorded at fair value as of the grant date using the Black-Scholes option pricing model.
 
Expense Sharing
 
On April 1, 2010, the Company entered into an agreement with a related, but independent, entity, of which AWLD’s CEO is Chairman and Chief Executive Officer, and AWLD’s CFO is an executive officer, to share expenses such as office space, support staff and other operating expenses. General and administrative expenses were reduced by $172,796 and $204,797 during the years ended on December 31, 2014 and 2013, respectively.
 
The Company has an expense sharing agreement with a related, but independent entity to share expenses such as office space and other clerical services. The owners of more than 5% of that entity include (i) AWLD’s chairman, and (ii) a more than 5% owner of AWLD. The entity owed $389,512 and $488,552 to the Company under the expense sharing agreement as of December 31, 2014 and 2013, respectively, of which $289,000 and $264,000, respectively, is deemed unrecoverable and written off.
 
Other relationships
 
An investor and a greater than 5% stockholder of the Company is affiliated with the Company that imports wines for AWE to the United States.