It trades. It is in the process of reorganization. This came out Friday and I included in the box above:
27-Feb-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,
Item 1.01 Entry into a Material Definitive Agreement.
Exclusive License and Sales Agreement. On February 24, 2008, we entered into an Exclusive License and Sales Agreement with Jason Ryu (the "Agreement"). A description of the material terms of the agreement is set forth below and a copy of the agreement is attached hereto as an exhibit.
On May 22, 2007, we entered into that certain License and Supply Agreement (the "Original Agreement") with Jason Ryu pursuant to which Mr. Ryu granted us an exclusive, commercial license to market, distribute, sell and manufacture the Ionic Bulb Product and the patents underlying the Ionic Bulb Product set forth under the term "Ionic Bulb Patents" on Exhibit A to the Agreement (the "Ionic Bulb Patents") which Original Agreement currently continues on a non-exclusive basis.
We entered into this Agreement to, amongst other things, reclaim the license for the Ionic Bulb Products on an exclusive basis.
Under the Agreement, Mr. Ryu granted us a worldwide exclusive license (the "License") to manufacture, have manufactured, market, use, sell distribute and advertise the Licensed Products (as defined in the Agreement) which includes the Ionic Bulb products. In consideration of the License, we agreed to issue Mr. Ryu fifty million (50,000,000) shares of our common stock (the "License Shares"). If either (a) we fail to file our quarterly and annual reports by the due date for such report (including, if applicable, any extensions permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended) or (b) our Common Stock is not quoted on the OTCBB on or before February 14, 2010, then the License shall (unless Licensee exercises the Option set forth under Section 3.2 below) continue on a non-exclusive basis; provided, however, that in such instance we can issue to Ryu an additional amount of shares of Common Stock equal to $90,000 to maintain the License on an exclusive basis
In addition, the Agreement also provides for the retention of Ryu as a non-exclusive independent contractor sales representative to obtain purchase orders for the Licensed Products on our behalf In consideration for his consulting services, we agreed to issue Ryu 750,000 shares of Common Stock for each $100,000 in gross sales of the Licensed Product by Ryu (or any Sales Associate hired by him) on or before February 28, 2010 up to a maximum of 75,000,000 shares of Common Stock (collectively, the "Incentive Shares"). The Incentive Shares shall not vest unless Ryu (or any Sales Associate hired by him) shall have collectively procured gross sales of $5,000,000 for the Licensed Products on or before February 28, 2010 (the "Target"). If Ryu fails to achieve the Target, such Incentive Shares shall be null and void and of no further force and effect. In addition to the Incentive Shares, we also agreed to pay Ryu a commission at the rate 50% of all Net Profits (as defined on the Agreement) recognized by us on sales of the Licensed Products made by Ryu (or Sales Associates hired by Ryu) on our behalf during the period of this Agreement.
Ryu also agreed to establish, negotiate and execute a distribution agreement with National Express (or a similar national distributor acceptable to Licensee) for distribution of the Licensed Products (the 'Distribution Agreement"). As consideration for consummation of the Distribution Agreement we agreed to issue Ryu 10,000,000 shares of our Common Stock.
