• Filing Date: 2013-07-10
  • Form Type: 10-K
  • Description: Annual report
v2.4.0.8
NOTE 3 - JOINT VENTURE AGREEMENT
12 Months Ended
Mar. 31, 2013
Interest in Unincorporated Joint Ventures or Partnerships, Policy [Policy Text Block] [Abstract]  
Interest in Unincorporated Joint Ventures or Partnerships, Policy [Policy Text Block]
NOTE 3 – JOINT VENTURE AGREEMENT

On December 21, 2010, the Company executed an agreement with Webprizm.com, a Nevada corporation (“Webprizm”), and Brenner Family Holding Corp. (“Brenner”).  Webprizm is a wholly owned subsidiary of Brenner.  Brenner is owned by a trust which beneficiaries include family of the Company’s former (from December 21, 2010 to July 12, 2012) Chief Executive Officer.

The agreement provides for a joint venture between the Company and Webprizm for the purpose of developing the project (computer software programs known as “the webprizm system”) for commercialization.  The Company agreed to incur a minimum of $10,000,000 in research and development expenses with respect to the commercialization of the project (the “Expenditures”) on or before December 21, 2015 and Webprizm granted the Company an exclusive license to use and sublicense (with prior written consent of Webprizm) the Project and any Improvements.  Net revenue from the project (none through September 30, 2012) is to be divided equally between Webprizm and the Company within 60 days of the end of calendar year end.

The agreement also granted the Company an option to acquire all outstanding shares of Webprizm or its assets (exercisable only after the Expenditures have been incurred on or before December 21, 2015) in exchange for delivery of shares of the Company representing 51% of all voting rights attached to all outstanding securities. The Company may decide not to exercise the option by providing written notice to Brenner. In such event, the joint venture, the license, the option, and the agreement are to be terminated immediately.

The first payment to Webprizm was made on February 2, 2011 in the amount of $328,997, representing Webprizm’s actual research and development costs incurred from August 17, 2009 to December 31, 2010.  The Company expensed the $328,997 as research and development costs in the fiscal year March 31, 2011.