Monday, December 26, 2011 4:16:58 PM
http://www.sec.gov/Archives/edgar/data/1365160/000116552709000772/g3413a.txt
NOTE 6 - PREPAID ASSETS
In April 2007, the Company's then majority owned subsidiary SportsQuest, entered
into an agreement with Media4Equity, Inc. ("M4E") for media production and
placement. M4E produces and distributes nationally syndicated print and radio
features for its clients in exchange for equity in its clients' business. The
agreement stipulates that the sponsorship value of each aired radio feature and
each published print feature shall be equivalent to each respective radio
station's or newspaper's official ad rate policy, for a total value of $10M. In
consideration of M4E's performance, the Company shall transfer to M4E a number
of restricted shares of common stock, which shall have a market value of $3.3M.
If the market value of all stock transferred to M4E is below $3.3M, the Company
shall transfer to M4E a number of restricted common shares necessary for M4E's
stock position in the Company to have a value of $3.3M. The share valuation is
calculated as 90% of the closing prices of the Company's common stock for the
five trading days immediately preceding the initial transfer or any subsequent
valuation day. This agreement was terminated on August 15, 2008 and reassigned
on same date to Domark under a new agreement. At the time of reassignment, the
Company had not redeemed any credits for media advertising.
43
<PAGE>
The terms of the new agreement are as follows:
* In consideration of M4E's commitment of the Media Credit, the Company
shall transfer to M4E, within five business days of the Effective
Date, 2,640,000 restricted shares of Company's common stock
("Compensation Shares"), which are valued at $3.79 per share.
* The terms of this Agreement shall be effective as of the Effective
Date, and continue until the later of (i) one (1) year from the date
the Company first approves media for placement (which approval shall
not be unreasonably withheld); or (ii) four (4) years from the
Effective Date.
* Intrinsic Value of Compensation Shares. The Parties acknowledge and
agree: (i) the market value of Company shares, calculated using a
price quoted on the exchange on which such shares trade, may not
necessarily reflect a true and accurate valuation of the Shares; (ii)
the Media Value may bear no relationship to the current or future
value of the Compensation Shares.
On August 24, 2009, the Company assigned $9,997,134 of M4E media credits to 310
Holdings, Inc. in exchange for the issuance of 1,000,000 shares of 310 Holding's
common stock. As a result, the Company has impaired its asset to reflect only
the unused portion of advertisement as of May 31, 2009 and the value received
for the credits.
NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS - Adoption of Statement 142
As of May 31, 2009
Gross Carrying Accumulated
Amount Amortization
---------- ------------
Amortized intangible assets $ -- $ --
None -- --
---------- ----------
Total $ -- $ --
========== ==========
Unamortized intangible assets
Goodwill 2,746,900
----------
Total $2,746,900
==========
FEATURED Cannabix Technologies and Omega Laboratories Inc. Provide Positive Developments on Marijuana Breathalyzer Testing • Jul 11, 2024 8:21 AM
ECGI Holdings Enhances Board with Artificial Intelligence (AI) Expert Ahead of Allon Apparel Launch • ECGI • Jul 10, 2024 8:30 AM
Avant Technologies to Meet Unmet Needs in AI Industry While Addressing Sustainability Concerns • AVAI • Jul 10, 2024 8:00 AM
Panther Minerals Inc. Launches Investor Connect AI Chatbot for Enhanced Investor Engagement and Lead Generation • PURR • Jul 9, 2024 9:00 AM
Glidelogic Corp. Becomes TikTok Shop Partner, Opening a New Chapter in E-commerce Services • GDLG • Jul 5, 2024 7:09 AM
Freedom Holdings Corporate Update; Announces Management Has Signed Letter of Intent • FHLD • Jul 3, 2024 9:00 AM