Solarbrook Water and Power Corp. (fka SLRW)

[jcrom56]

It took me a few moments to dig this up. Anyone with free time could continue to connect the dots between Mast, Barbee, Free Harbor, and Capital Access. Indeed, if one were so inclined, one could trace the entire ARTI/ MARTI scheme to UTEK, a company scrutinized at length by the SEC for setting up suspicious stock deals with "technology" gleaned from universities.

http://sec.edgar-online.com/2003/09/19/0001108017-03-000664/Section19.asp
http://www.secinfo.com/d11Q1u.2D9.htm

At December 31, 2003, we had amounts payable of $198,100 due to Free Harbor LLC for management services. One of our directors is the managing partner of Free Harbor LLC. Expenses incurred under this arrangement totaled $13,800 for each of the quarters ended December 31, 2003 and 2002. As of June 30, 2003, $170,000 of the payable balance due was transferred to a non-interest bearing note payable with payments of $5,000 per month beginning October 1, 2004, and continuing until paid in full. Future management fees are not payable by us until we have reached profitability on a cash basis.


http://sec.edgar-online.com/2005/10/13/0001070876-05-000108/Section24.asp


MANAGEMENT AGREEMENT

This agreement is made this 1st day of July, 2001 by and between HydroFlo, Inc.,
a North Carolina, hereinafter known as "HydroFlo", and Free Harbor, LLC., a
North Carolina Limited Liability Corporation, herein after known as "FH".

NOW THEREFORE, in consideration for the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties do mutually agree as
follows:

1. FH, upon the request of HydroFlo, does hereby agree to memorialize the
formally verbal agreement which assigns Dennis L. Mast, The managing
director of FH, hereinafter known as "Mast" as the Chief Executive
Officer (CEO) of HydroFlo, subject to all of the benefits and
conditions inherent to the position and the covenants contained herein.

2. Upon the appointment and acceptance of the position of CEO of HydroFlo,
and for service performed therein, FH shall be entitled to a monthly
management fee of Four Thousand Six Hundred Dollars ($4,600.00). This
monthly fee shall be subject to annual adjustment at the discretion of
the Board of Directors of HydroFlo, but not until after profitability
of HydroFlo is achieved. This management fee will be accrued on the
books of HydroFlo, but the actual payment of the accrual will not be
made to FH until such time as HydroFlo obtains profitability.
Profitability will be determined as positive profit being reached after
accounting for all expenses of the corporation, including depreciation
and amortization

3. In addition to the above mentioned FH shall be entitled to an annual
payment of ten percent (10%) of the pre-tax profits of HydroFlo after
accounting for all expenses of the corporation, including depreciation
and amortization. This payment shall be paid annually aproximately
ninety (90) days after HydroFlo fiscal year end.

4. HydroFlo agrees to hold FH and Mast harmless from any action brought
against either of them on behalf of HydroFlo, or the duties of CEO
performed on behalf of HydroFlo, and agrees to defend any actions,
provided that actions of FH and Mast are not intentionally and
maliciously performed against the interests of the company.

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5. Mast acknowledges that he has executed freely and knowingly, a
document, which prohibits disclosure and circumvention of any
proprietary information of HydroFlo, and further agrees that this Non
Disclosure/Non Circumvention Agreement is fully incorporated herein by
reference.

6. FH and Mast shall be entitled to the reimbursement of all costs and
expenses necessary for the performance of duties and work on behalf of
the company, and any other compensation as may be appropriate.

Entered into and agreed upon on the date first written above,

HydroFlo, Inc.



Hy dr oFlo, Inc.

BALANCE SHEETS



September 30, 2005
(Unaudited)

June 30, 2005
(Audited)

ASSETS


INVESTMENTS IN AND ADVANCES TO CONTROLLED COMPANIES
$
5,012,125
$
25,153,200


CURRENT ASSETS:

Cash and Cash equivalents

396,607

2,557

Note Receivable

50,000

50,000

Prepaid Expense

617

855

Property and Equipment, net

24,299

11,482

Deposits

4,490

4,455


TOTAL ASSETS
$
5,488,138
$
25,222,549


LIABILITIES AND STOCKHOLDERS’ EQUITY


CURRENT LIABILITIES:

Accounts payable and accrued liabilities
$
90,641
$
27,251

Due to Free Harbor, LLC (related party)

2,102,330

2,102,329

Shareholder Loan

-

25,000

Total current liabilities

2,192,971

2,154,580


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS’ EQUITY:

Convertible preferred stock, $.001 par value, 5,000,000 shares authorized, no liquidation value, 3,800,000 and 4,000,000 shares issued and outstanding at September 30, 2005 and June 30, 2005 respectively

3,800

4,000

Common stock, $.01 par value, 500,000,000 shares authorized; 46,105,057 and 37,456,763 shares issued and outstanding, at September 30, 2005 and June 30, 2005 respectively.

461,051

374,568

Additional paid-in capital

5,493,416

4,478,557

Stock subscription receivable
(216,905 ) (235,000 )
Stock purchase warrants

147,834

147,834

Retained earnings / (deficit)
(2,594,029 )
18,298,010

Total stockholders’ equity

3,295,167

23,067,969


TOTAL
$
5,488,138
$
25,222,549


NET ASSET VALUE PER SHARE
$
0.07
$
0.62