EMPLOYMENT AGREEMENT (Fred S. Zeidman)
(Xxxx
X.
Xxxxxxx)
THIS
EMPLOYMENT AGREEMENT
(this
“Agreement”) is made and entered into as of the 31st day of May, 2007 (the
“Effective
Date”),
by
and among NATURAL
NUTRITION, INC.,
a
Nevada corporation (“Employer”)
and
XXXX
X. XXXXXXX,
an
individual residing in Houston, Texas (“Employee”).
W
I T N E S S E T H:
WHEREAS,
Employer and Employee desire to enter into an agreement regarding Employee’s
employment with Employer pursuant to the terms and conditions set forth
herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, and intending to be legally bound hereby, the parties
covenant and agree as follows:
1. Employment.
Employer hereby employs Employee and Employee hereby accepts employment with
Employer on the terms and condi-tions set forth in this Agreement.
2. Term
of Employment.
The
term of Employee’s employment hereunder (the “Term”)
shall
commence as of June 1, 2007 (the “Commencement
Date”),
and
shall continue (subject to termination by either Employer or Employee as
hereinafter provided) for an initial term (the “Initial
Term”)
of
five (5) years expiring on May 31, 2012
(the
“Expiration
Date”).
The
Expiration Date shall automatically be extended without any further action
by
Employee or Employer, unless and until one party notifies the other in
accordance with Section 11 below of its intention to terminate Employee’s
employment hereunder on a date not less than thirty (30) days following the
date
such notice is provided, whereupon Employee’s employment hereunder shall
terminate as of the date provided (it being acknowledged that such notice can
be
provided up to thirty (30) days prior to the end of the Initial Term). Upon
termination of Employee’s employment under this Agreement,
Employer shall have no further obligation to Employee other than payment of
any
earned and unpaid Base Salary (as hereafter defined) and, upon the occurrence
of
a Sale (as defined below), any vested but unpaid INII Net Proceeds Bonus (as
hereafter defined) under Section 3(b), and Employee shall have no further
obligation to Employer except as set forth in Sections 6, 7, 8 and 9.
1
3. Compensation
and Other Benefits.
(a) As
compensation for all services rendered by Employee in perfor-xxxxx of Employee’s
duties or obligations under this Agreement, Employer shall pay to Employee
a
monthly Base Salary (the “Base
Salary”)
of
Twelve Thousand Five Hundred and No/100 Dollars ($12,500). Employee's Base
Salary shall be payable in equal semi-monthly installments or in the manner
and
on the timetable which Employer's payroll is customarily handled, or at such
intervals as Employer and Employee may hereafter agree to from time to time.
(b) In
addition to the compensation provided for in Section 3(a), Employee shall
also have the right to receive an incentive fee (the “INII
Net Proceeds Bonus”)
equal
to up to ten percent (10%) of the Net Proceeds (as defined below) of the Sale
of
Interactive
Nutrition International, Inc., a subsidiary of Employer
(“INII”).
For
purposes hereof, “Sale”
means
the merger
of
INII into any other company that is unaffiliated with Employer (but excluding
any merger in which the stockholders of INII immediately prior to such
transaction own, after giving effect to such transaction, a majority of the
voting capital stock of the surviving entity), or the sale of the properties
and
assets of INII as, or substantially as, an entirety to any other company that
is
unaffiliated with Employer or the sale of controlling interest in the stock
of
INII by Employer to a company that is unaffiliated with Employer. The
INII
Net Proceeds Bonus shall incrementally vest twenty percent (20%) per year on
the
anniversary date of the Commencement Date, so long as (A) Employee’s employment
under this Agreement has not terminated as of the applicable vesting date and
(B) the actual financial results of INII for the twelve (12) month period prior
to the applicable vesting date are not less than ninety percent (90%) of the
pro
forma EBITDA results of INII attached hereto as Exhibit
A;
provided
that
upon a Sale prior to the fifth (5th)
anniversary of the Commencement Date, so long as Employee’s employment under
this Agreement has not terminated prior to such sale, then the remaining part
of
the INII Net Proceeds Bonus shall vest upon the consummation of such Sale.
“Net
Proceeds”
means
the amount available to be distributed to the stockholders of Employer in the
event of a Sale after payment of all transaction costs, all obligations of
Employer and any obligations required to be paid by INII prior to any
distribution of proceeds by INII to Employer, such Net Proceeds to be determined
by Employer in the exercise of its reasonable discretion. In connection with
this definition of Net Proceeds, it is contemplated that Employer shall continue
to function solely as a holding company for INII and, in the event Employer
carries out other business, Employer shall be authorized to adjust the
definition of Net Proceeds such that, in the exercise of Employer’s discretion,
the payment of the INII Net Proceeds Bonus is consistent with the intent of
this
paragraph. In the event Employee does not vest in the INII Net Proceeds Bonus
for a particular twelve (12) month period as a result of failure of INII to
achieve the results required in clause (B) above, Employee shall not be able
to
otherwise vest in the missed amount absent written agreement of
Employer.
(c) Employee
shall be entitled to be reimbursed by Employer for all reasonable and necessary
expenses incurred by Employee in carrying out Employee’s duties under this
Agreement in accordance with Employer’s standard policies regarding such
reimbursements.
2
(d) Employee
shall be entitled during the Term, upon satisfaction of all eligibility
requirements, if any, to participate in all health, dental, disability, life
insurance and other benefit programs now or hereafter established by Employer
which cover substantially all other of Employer's employees and shall receive
such other benefits as may be approved from time to time by
Employer.
4. Duties.
(a) Employee
is employed to act as the Employer’s and INII’s non-executive Chairman of the
Board,
and to
perform such duties as are commensurate with Employee’s positions with Employer
and INII. Specifically, Employee is required pursuant to this Agreement to
utilize his best efforts to carryout the duties of non-executive Chairman,
answering to and subject to the direction and control of the Board of Directors
of Employer, and to work in a manner consistent with the highest industry
practice.
(b) Employee
agrees that Employee shall not be required to devote his full-time efforts
to
Employee’s duties as non-executive Chairman of Employer and INII, and instead
shall devote such time as in reasonably required, at the request of the Board
of
Directors of Employer, to perform Employee’s duties hereunder. Employee shall
use Employee’s best efforts to perform the duties of Employee’s position in an
efficient and competent manner and shall use Employee’s best efforts to promote
the interests of Employer.
(c) Employee
agrees that during the period of employment Employee shall refer to Employer
all
opportunities for sports nutrition and health food products business to which
Employee might become exposed.
5. Termination
of Employment.
Employee’s employment under this Agreement shall terminate upon the earliest to
occur of any of the following events (the actual date of such termination being
referred to herein as the “Termination
Date”):
(a) The
expiration of the Agreement in accordance with Section 2.
(b) The
death
of Employee.
(c) The
failure of Employee to be able to perform Employee’s duties hereunder for a
period of not less than ninety (90) days by reason of disability. For purposes
of this Agreement, Employee shall be deemed to have become disabled when
Employer, upon the advice of a qualified physician, shall have determined that
Employee has become physically or mentally incapable (excluding infrequent
and
temporary absences due to ordinary illness) of performing Employee’s duties
under this Agreement. Before making any termination decision pursuant to this
Section 5(c), Employer shall determine whether there is any reasonable
accommodation (within the meaning of the Americans with Disabilities Act) which
would enable Employee to perform the essential functions of Employee’s position
under this Agreement despite the existence of any such disability. If such
a
reasonable accommodation is possible, Employer shall make that accommodation
and
shall not terminate Employee’s employment hereunder based on such
disability.
3
(d) The
termination of Employee’s employment by Employer under this Agreement for
“Cause” (in which case prior notice from Employer shall not be required except
as set forth in subparagraph (3) below), upon the occurrence of any of the
following events:
(1)
any
embezzlement or wrongful diversion of funds of Employer or any affiliate of
Employer by Employee;
(2) gross
malfeasance by Employee in the conduct of Employee’s duties;
(3) breach
of this Agree-ment and the failure to cure such breach within thirty (30) days
after notice thereof has been delivered to Employee;
(4)
gross
neglect by Employee in carrying out Employee’s duties; or
(5)
the
charging of Employee with a felony or a crime involving moral
turpitude.
(e) Beginning
after the end of the second calendar quarter of 2008, upon thirty (30) days
notice from Employer to Employee, if INII has failed to achieve actual
EBITDA results for (x) any three, six or nine month period set forth in
Exhibit
A
hereto
of at least eighty percent (80%) of the pro forma EBITDA results set forth
for
such period on Exhibit
A
hereto,
or (y) any twelve (12) month period set forth on Exhibit
A
hereto
of at least ninety percent (90%) of the pro forma EBITDA results for such period
set forth in Exhibit
A
hereto.
6. Inventions
and Creations Belong to Employer.
(a) Any
and
all customer lists, inventions, discoveries, improvements or creations
(collectively, “Creations”)
which
Employee has conceived or made or may conceive or make during the period of
employment in any way, directly or indirectly, connected with Employer’s
business shall be the sole and exclusive property of Employer. Employee agrees
that all copyrightable works created by Employee or under Employer’s direction
in connection with Employer’s business are “works made for hire” and shall be
the sole and complete property of Employer and those any and all copyrights
to
such works shall belong to Employer. To the extent any of the works described
in
the preceding sentence are not deemed to be “works made for hire”, Employee
hereby assigns all proprietary rights, including copyright, in these works
to
Employer without further compensation.
(b) Employee
further agrees to (i) disclose promptly to Employer all such Creations which
Employee has made or may make solely, jointly or commonly with others during
the
period of employment to the extent connected with Employer’s business, (ii)
assign all such Creations to Employer and (iii) execute and sign any and all
applications, assignments or other instruments which Employer may deem necessary
in order to enable Employer, at Employer’s expense, to apply for, prosecute and
obtain copyrights, patents or other proprietary rights in the United States
and
foreign countries or in order to transfer to Employer all right, title and
interest in said Creations.
4
7. Confidentiality;
Ownership of Information.
Immediately
upon inception of employment and contemporaneously with the execution of this
Agreement, Employee shall have access to and become familiar with Confidential
Information of Employer. For purposes hereof “Confidential
Information”
means
any and all information relating directly or indirectly to Employer or its
affiliates that is not generally ascertainable from public or published
informa-tion or trade sources and that represents proprietary information to
Employer, excluding, however, (i) Employee’s business contacts, (ii) information
already known to Employee prior to Employee’s employment with Employer, and
(iii) information required to be divulged in any legal or administrative
proceeding in which Employee is involved. Confidential Information shall consist
of, for example, and not intending to be inclusive, (A) compilations of
information, drawings, proposals, job notes, reports, records and
specifications, (B) techniques utilized or considered for use by Employer,
and
(C) information concerning any matters relating to the business of Employer,
any
of its customers, prospective customers, customer contacts, the prices it
obtains or has obtained for its products and services, or any other information
concerning the business of Employer and Employer’s good will. Employee
acknowledges that Employee will be provided with access to the Confidential
Information in exchange for Employee’s covenant not to compete and his promise
herein not to disclose the Confidential Information. Employee further
acknowledges and agrees that the Confidential Information is secret and not
generally known and is valuable, special, and unique to Employer, the disclosure
of which could cause substantial injury and loss of profits and goodwill to
Employer. Employee shall not hereafter use in any way or disclose, in whole
or
in part, any of the Confidential Information, directly or indirectly, either
while employed by Employer or at any time thereafter, except as required or
consented to in writing by Employer. All files, records, documents, information,
data and similar items relating to the business of Employer, whether prepared
by
Employee or otherwise coming into Employee’s possession, shall remain the
exclusive property of Employer and shall not be removed from the premises of
Employer under any circumstances without the prior written consent of Employer
(except in the ordinary course of business during Employee’s employment with
Employer), and in any event shall be promptly delivered to Employer upon
termination of Employee’s employment with Employer.
8. Non-Solicitation
of Employees.
During
the Term and for a period of two (2) years after the date of termination of
employment for any reason, Employee will not in any way, directly or indirectly
(i) induce or attempt to induce any employee of Employer to quit employment
with
Employer; (ii) otherwise interfere with or disrupt Employer’s relationship with
its employees; (iii) solicit, entice or hire away any employee of Employer;
or
(iv) hire or engage any employee of Employer or any former employee of Employer
whose employment with Employer ceased less than one (1) year before the date
of
such hiring or engagement. Employee acknowledges that any attempt on the part
of
Employee to induce others to leave Employer’s employ, or any effort by Employee
to interfere with Employer’s relationship with its other employees would be
harmful and damaging to Employer.
5
9. Noncompete;
Working for Competitor.
Employee acknowledges and agrees that the proprietary information Employee
acquires regarding Employer will enable Employee to injure Employer if Employee
should compete with Employer. Therefore, Employee hereby agrees that Employee
shall not, during Employee’s employment with Employer and for a period of two
(2) years after such termination or cessation of Employee’s employment with
Employer, directly or indirectly, as a director, officer, agent, employee,
consultant, or independent contractor or in any other capacity, invest (other
than investments in publicly owned companies which constitute not more than
one
percent (1%) of the voting securities of any such company) or engage in, or
provide employment, consulting, or other services to, or serve as an officer,
director, or employee of, or consultant to, any person engaged in the sale
of
sports nutrition and health food products (the “Business”),
within ______________________________________.
10. Remedies;
Injunction.
In the
event of a breach or threatened breach by Employee of any of the provisions
of
this Agreement, Employee agrees that Employer, in addition to and not in
limitation of any other rights, remedies or damages available to Employer at
law
or in equity, shall be entitled to a permanent injunction without the necessity
of proving actual monetary loss in order to prevent or restrain any such breach
by Employee or by Employee’s partners, agents, representatives, servants,
employees and/or any and all persons directly or indirectly acting for or with
Employee. It is expressly understood between the parties that this injunctive
or
other equitable relief shall not be Employer’s exclusive remedy for any breach
of this Agreement, and Employer shall be entitled to seek any other relief
or
remedy which it may have by contract, statute, law or otherwise for any breach
hereof.
11. Notices.
Any
notice, demand or request which may be permitted, required or desired to be
given in connection therewith shall be given in writing and directed to Employer
and Employee as follows:
If to Employer, at: |
Natural Nutrition, Inc.
000
Xxxxx Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxxx
|
or, if to Employee, at: |
Xxxx
X. Xxxxxxx
000
Xxxxx Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
|
Notices
shall be deemed properly delivered and received when and if either: (i)
personally delivered; (ii) delivered by nationally-recognized overnight courier;
(iii) when deposited in the U.S. mail, by registered or certified mail, return
receipt requested, postage prepaid; or (iv) sent via facsimile transmission
with
confirmation mailed by regular U.S. mail. Any party may change its notice
address for purposes hereof to any address within the continental United States
by giving written notice of such change to the other parties hereto at least
fifteen (15) days prior to the intended effective date of such
change.
6
12. Severability.
If any
provision of this Agreement is rendered or declared illegal or unenforceable
by
reason of any existing or subsequently enacted legislation or by decree of
a
court of last resort, Employer and Employee shall promptly meet and negotiate
substitute provisions for those rendered or declared illegal or unenforceable,
but all the remaining provisions of this Agreement shall remain in full force
and effect.
13. Assignment.
This
Agreement may not be assigned by any party without the prior written consent
of
the other parties, except for an assignment by Employer to a successor entity
in
a transaction validly approved by the Board of Directors of
Employer.
14. Binding
Agreement.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective legal representatives, heirs, successors and
permitted assigns.
15. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Texas.
16. Attorneys
Fees.
In the
event of any dispute between the parties regarding this Agreement, the
prevailing party shall be entitled to be reimbursed for such prevailing party’s
attorney’s fees and costs of court (or cost of arbitration, as applicable) by
the non-prevailing party.
17. Agreement
Read, Understood and Fair.
Employee has carefully read and considered all provisions of this Agreement
and
agrees that all of the restrictions set forth are fair and reasonable and are
reasonably required for the protection of the interests of
Employer.
18. Entire
Agreement; Amendments.
This
Agreement constitutes the entire agreement and understanding between the parties
hereto relating to the subject matter of this Agreement and supersedes any
prior
agreement and understanding relating to the subject matter of this Agreement.
This Agreement may be modified or amended only by a written instrument executed
by the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
7
IN
WITNESS WHEREOF,
the
parties have executed this Employment Agreement as of the Effective
Date.
EMPLOYER:
NATURAL
NUTRITION, INC.,
a
Nevada corporation
By: /s/
Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx
X. Xxxxxxx
Title: Chief
Executive Officer
EMPLOYEE:
By:
/s/ Xxxx Xxxxxxx
XXXX
X. XXXXXXX
|
8
EXHIBIT
A
Interactive
Nutrition International Inc.
|
|||||||||||||||||||
Income
Statement (CDN)
|
|||||||||||||||||||
Actual
and projected
|
|||||||||||||||||||
For
the years ended
|
|||||||||||||||||||
|
|||||||||||||||||||
Actual
|
Projected
|
Projected
|
Projected
|
Projected
|
Projected
|
||||||||||||||
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
||||||||||||||
Revenue
|
$
|
15,324,645
|
$
|
15,324,645
|
$
|
16,857,110
|
$
|
20,228,531
|
24,274,238
|
29,129,085
|
|||||||||
Cost
of Sales
|
11,226,298
|
11,173,302
|
12,308,132
|
14,769,758
|
17,723,710
|
21,268,452
|
|||||||||||||
Gross
Profit
|
4,098,347
|
4,151,343
|
4,548,978
|
5,458,773
|
6,550,528
|
7,860,634
|
|||||||||||||
(gross margin)
|
26.74
|
%
|
27.09
|
%
|
26.99
|
%
|
26.99
|
%
|
26.99
|
%
|
26.99
|
%
|
|||||||
Operating
expenses
|
|||||||||||||||||||
Selling
|
499,043
|
394,730
|
410,519
|
426,940
|
444,018
|
461,779
|
|||||||||||||
General
and
Administrative
|
918,066
|
1,213,743
|
1,321,198
|
1,374,046
|
1,429,008
|
1,486,168
|
|||||||||||||
Legal
&
accounting
|
120,000
|
400,000
|
220,000
|
245,000
|
275,000
|
310,000
|
|||||||||||||
Amortization
|
253,150
|
250,000
|
250,000
|
250,000
|
250,000
|
250,000
|
|||||||||||||
Interest
expense
|
981,011
|
1,029,008
|
1,666,000
|
1,666,000
|
1,666,000
|
1,666,000
|
|||||||||||||
Contingency
|
-
|
263,636
|
285,197
|
336,315
|
397,435
|
470,528
|
|||||||||||||
Total
Expense
|
2,771,270
|
3,551,117
|
4,152,914
|
4,298,301
|
4,461,460
|
4,644,474
|
|||||||||||||
Income
before unusual item
|
1,327,077
|
600,226
|
396,064
|
1,160,473
|
2,089,068
|
3,216,159
|
|||||||||||||
Trustee
in bankruptcy fees
|
141,070
|
50,000
|
-
|
-
|
-
|
-
|
|||||||||||||
Net
income before income taxes
|
1,186,007
|
550,226
|
396,064
|
1,160,473
|
2,089,068
|
3,216,159
|
|||||||||||||
Income
taxes
|
489,496
|
227,078
|
163,455
|
478,927
|
862,158
|
1,327,309
|
|||||||||||||
Net
income
|
$
|
696,511
|
$
|
323,148
|
$
|
232,608
|
$
|
681,546
|
$
|
1,226,910
|
$
|
1,888,850
|
|||||||
EBITDA
|
|||||||||||||||||||
Amortization
|
253,150
|
250,000
|
250,000
|
250,000
|
250,000
|
250,000
|
|||||||||||||
Interest
expense
|
981,011
|
1,029,008
|
1,666,000
|
1,666,000
|
1,666,000
|
1,666,000
|
|||||||||||||
Corporate
Taxes
|
489,496
|
227,078
|
163,455
|
478,927
|
862,158
|
1,327,309
|
|||||||||||||
EBITDA*
|
$
|
2,420,168
|
$
|
1,829,234
|
$
|
2,312,064
|
$
|
3,076,473
|
$
|
4,005,068
|
$
|
5,132,159
|
|||||||
Assumed
sale at 8 times EBITDA
|
$
|
41,057,274
|
|||||||||||||||||
*
Annual EBITDA targets are shown; quarterly EBITDA targets shall be
3/12ths, 6/12ths and 9/12th of the annual targets for each of the
first
three quarterly periods of each year.
|
|||||||||||||||||||
Adjustments
to P&L beginning in July 2007:
|
|||||||||||||||||||
Cost
of sales
|
|||||||||||||||||||
Xxx
Xxxxxxxxx elimination
|
(89,996
|
)
|
(179,993
|
)
|
(359,986
|
)
|
|||||||||||||
Xxxxx Xxxxxxx
salary increase
|
12,000
|
24,000
|
24,001
|
||||||||||||||||
Total
adjustments
|
(77,996
|
)
|
(155,993
|
)
|
(335,985
|
)
|
|||||||||||||
Selling
expenses
|
|||||||||||||||||||
Xxx
Xxxxxxxxx elimination
|
(179,993
|
)
|
(359,986
|
)
|
(359,986
|
)
|
|||||||||||||
New
sales position
|
-
|
150,000
|
150,000
|
||||||||||||||||
Increased
marketing budget
|
73,680
|
147,360
|
147,360
|
||||||||||||||||
Total
adjustments
|
(106,313
|
)
|
(62,626
|
)
|
(62,626
|
)
|
|||||||||||||
G&A
expenses
|
|||||||||||||||||||
Xxx
Xxxxxxxxx elimination
|
(119,995
|
)
|
(239,990
|
)
|
(239,990
|
)
|
|||||||||||||
Xxxxxx
(current controller elimination)
|
(32,994
|
)
|
(65,988
|
)
|
(65,988
|
)
|
|||||||||||||
New
controller
|
48,000
|
96,000
|
96,000
|
||||||||||||||||
Severance
to
controller
|
16,667
|
8,333
|
-
|
||||||||||||||||
New
CEO
|
144,000
|
288,000
|
288,000
|
||||||||||||||||
TAP
fee
|
120,000
|
240,000
|
240,000
|
||||||||||||||||
Systems
licensing (June)
|
5,000
|
5,000
|
5,000
|
||||||||||||||||
Systems
upgrades (August)
|
7,500
|
50,000
|
25,000
|
||||||||||||||||
IP
valuation (May)
|
25,000
|
-
|
-
|
||||||||||||||||
Transaction
fees - closing & foreclosure (May - Aug)
|
200,000
|
-
|
-
|
||||||||||||||||
Travel
expenses
|
80,000
|
80,000
|
80,000
|
||||||||||||||||
Public
company accounting fees (Qtrly)
|
80,000
|
100,000
|
125,000
|
||||||||||||||||
Total
adjustments
|
573,177
|
561,355
|
553,022
|
||||||||||||||||
Bonus
pool:
|
|||||||||||||||||||
Production
|
25,000
|
17,500
|
|||||||||||||||||
Selling
|
2,000
|
2,000
|
|||||||||||||||||
G&A
|
2,500
|
2,500
|
9
INII
|
|||||||||||||||||||||||||||||||||||||
Cash
flow projections
|
|||||||||||||||||||||||||||||||||||||
2007
|
|||||||||||||||||||||||||||||||||||||
Jan.
2007
|
Feb.
2007
|
Mar.
2007
|
Apr.
2007
|
May.
2007
|
June.
2007
|
July.
2007
|
Aug.
2007
|
Sept.
2007
|
Oct.
2007
|
Nov.
2007
|
Dec.
2007
|
||||||||||||||||||||||||||
Cash
at beginning of period
|
408,837
|
790,268
|
350,609
|
480,551
|
209,636
|
1,446,114
|
1,152,576
|
1,410,359
|
1,353,325
|
1,435,420
|
1,630,106
|
2,133,791
|
|||||||||||||||||||||||||
Net
Profit for Month
|
47,674
|
66,176
|
176,670
|
(35,268
|
)
|
74,351
|
(54,226
|
)
|
(23,261
|
)
|
(51,226
|
)
|
88,626
|
259,709
|
281,451
|
(507,528
|
)
|
||||||||||||||||||||
Prepaid
Expenses Disbursed
|
(58,782
|
)
|
(2,975
|
)
|
3,533
|
(2,172
|
)
|
1,086
|
(541
|
)
|
184
|
290
|
(233
|
)
|
(2,088
|
)
|
3,489
|
(654
|
)
|
||||||||||||||||||
(Investment)-Reduction
in Inventory
|
(54,900
|
)
|
(174,500
|
)
|
292,300
|
(242,540
|
)
|
101,450
|
(70,290
|
)
|
12,870
|
(16,890
|
)
|
(63,950
|
)
|
(32,500
|
)
|
318,150
|
(230,100
|
)
|
|||||||||||||||||
(Investment)-Reduction
in AR
|
305,596
|
(470,000
|
)
|
(380,000
|
)
|
270,000
|
139,000
|
(217,000
|
)
|
106,000
|
(60,000
|
)
|
40,000
|
(103,000
|
)
|
(130,000
|
)
|
580,000
|
|||||||||||||||||||
Use
of Trade Credit (AP) and Other Liab.
|
53,346
|
63,163
|
188,981
|
(357,872
|
)
|
247,674
|
(123,377
|
)
|
64,614
|
(26,563
|
)
|
3,069
|
58,003
|
16,050
|
(361,046
|
)
|
|||||||||||||||||||||
Payment
to Securied Creditor
|
(250,000
|
)
|
|||||||||||||||||||||||||||||||||||
Capital
Leases
|
(2,984
|
)
|
(3,004
|
)
|
(3,023
|
)
|
(3,044
|
)
|
(3,064
|
)
|
71,915
|
(4,105
|
)
|
(4,126
|
)
|
(4,147
|
)
|
(4,168
|
)
|
(4,189
|
)
|
(4,211
|
)
|
||||||||||||||
Working
capital proceeds from Cornell
|
600,000
|
||||||||||||||||||||||||||||||||||||
Noncash
interest accrual for taxes
|
81,751
|
81,751
|
81,751
|
81,751
|
81,751
|
81,751
|
81,751
|
81,751
|
|||||||||||||||||||||||||||||
Capital
Purchases
|
(11,103
|
)
|
(21,103
|
)
|
(1,103
|
)
|
(2,603
|
)
|
(26,603
|
)
|
(2,603
|
)
|
(1,103
|
)
|
(1,103
|
)
|
(2,103
|
)
|
(2,103
|
)
|
(2,103
|
)
|
(1,103
|
)
|
|||||||||||||
Amortization
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,833
|
20,837
|
20,833
|
|||||||||||||||||||||||||
Cash
at end of period
|
790,268
|
350,609
|
480,551
|
209,636
|
1,446,114
|
1,152,576
|
1,410,359
|
1,353,325
|
1,435,420
|
1,630,106
|
2,133,791
|
1,629,982
|
10