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AGREEMENT PAYABLE
6 Months Ended
Jun. 30, 2011
AGREEMENT PAYABLE [Text Block]

NOTE 2 – AGREEMENT PAYABLE

The acquisition of 100% of the outstanding shares of Vasjar Trading Ltd. (“Vasjar”), a British Virgin Islands company required the Company to issue 2,400,000 free-trading common shares, and an additional 2,080,000 common shares issued over three years (480,000 on or before April 1, 2005, 800,000 on or before April 1, 2006, and 800,000 on or before April 1, 2007).

On April 1, 2007, the Company was not able to deliver 800,000 free-trading shares required and thus the Company is obligated to issue the former Vasjar shareholders an additional 10% penalty common shares of the Company, compounded monthly, for each month that the free-trading common shares are not delivered resulting in a charge to operations for the fair value of these penalty common shares.

The Company has reached a settlement with one of the former Vasjar shareholder on April 12, 2011; however, the Company was not yet been able to reach an agreement with the other former Vasjar shareholder.

On April 12, 2011, the Company entered into a liability release agreement with one of the former Vasjar shareholders. Under the terms of the agreement, the Company issued 980,000 free trading common shares and 4,020,000 restricted common shares on April 19, 2011, valued at $0.12 per share, to settle the claim made by the former Vasjar shareholder as described above. In return the former Vasjar shareholder has released all claims against the Company. The Company is to have all restrictions removed from the restricted shares within 14 months of this agreement.

The estimated fair value of the shares issued under the agreement is $595,000. As a result of this transaction the Company had a gain on the settlement of agreement payable in the amount of $3,486,867 which was recorded in the financial statements for the year ended December 31, 2010.

The valuation of the penalty common shares in relation to the former Vasjar shareholder with which the Company has not yet reached a settlement resulted in other income in the amount of $1,913,488 for the six months ended June 30, 2011 (2010 charge to operations - $1,266,928). As at June 30, 2011, the Company has recorded an estimated aggregate of 38,806,894 in common shares valued at $2,112,379. The cumulative amount accrued for the obligation has been recorded based on the quoted market price at June 30, 2011 multiplied by the aggregate share amount.

There is a measurement uncertainty as to the actual value of this obligation as it is impacted by the market price of the common shares. Accordingly, the actual loss from the Vasjar purchase agreement is contingent upon future events which cannot be reasonably measured at this time.