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Joint Venture
3 Months Ended
Mar. 31, 2014
Joint Venture  
Joint Venture

NOTE G – JOINT VENTURE

 

The Company entered into an Amended and Restated Memorandum of Understanding with Kirida (the “MOU”) on November 12, 2013. The MOU was entered into for the purpose of financing, developing plans and ultimately creating a new jointly owned company to harvest, process, develop, produce and export timber-related products in Papua New Guinea and/or West Africa (“Project”). Under the MOU, the parties will initially seek a permit for a minimum of 100,000 acres with a minimum timber valuation of $25 million.

 

Under the MOU, the initial financing (largely generated by the  will be used to complete a Timber Valuation Report and Forestry Management Plan (the “Report”), for certain consulting fees, financing costs, joint venture related costs, investor relation costs and other vendor payments.

 

The Report will be produced for the Project by Kirida’s forestry management team in collaboration with B.A. Blackwell & Associates Ltd, a Canadian forestry consultant. Kirida will compile all available Project data, create a Phase 1 report, conduct a site visit to perform timber production & processing review, conduct inventory assessment and finalize a Phase 2 report. To assist Kirida in its services, Kirida will pay Earth Wind and Power Corp (“EWP”), a Canadian consulting firm and shareholder of the Company up to $50,000 upon completion of financing of $5 million or more.

 

The Company agreed to use its reasonable best efforts to issue shares of its common stock to raise funds for the Project in three phases: $60,000 for the evaluation phase (Phase 1); $500,000 for the acquisition, design and business plan phase (Phase 2); and $5,000,000 for the production phase (Phase 3). Credex and Kirida will form a new legal entity in a jurisdiction to be determined to own the Project (the “Owner”). Credex will receive 90% of the equity of the Owner. Service Merchants Corp (a majority shareholder of Credex) will receive 10% of the equity of the Owner. Kirida will be entitled to receive up to 42% equity of the Owner upon the Owner acquiring an asset with a minimum value of $25 million.

 

The net profits of the Owner will be allocated on a basis of each of its equity holder’s ownership percentage.

 

Funds raised through this offering or any financing arranged by Kirida will be deposited in escrow and disbursed for Project costs by the escrow agent as agreed by Kirida and Credex.

 

The Project will be terminated and, if applicable, the Owner will be dissolved upon the earliest to occur of: completion of the Project and receipt of all sums due to Credex and Kirida, and payment for all performed and contributed services and/or products in connection with the Project; and/or; the mutual agreement of the parties.

 

If either party elects to terminate the MOU before all obligations are completed then the following applies: (a) if Credex elects to terminate the MOU, funds in escrow will be disbursed on a 58-42% basis between Credex and Kirida; (b) if Kirida elects to terminate the MOU, Kirida will pay Credex $50,000 to compensate for the work undertaken by Credex in furtherance of the Project; and (c) if there is an early termination by either of the parties all assets acquired pursuant to the MOU will be split on a 58-42% basis between Credex and Kirida, respectively.

 

Kirida will act as a project manager and will be responsible for the operational side of the Project and management and accounting of all financial expenditures and revenue collecting.

 

Any dispute arising out of the MOU will be resolved by binding arbitration.