Date
of Report (Date of earliest event reported):
|
October
31, 2007
|
Nevada
(State
or other
jurisdiction
of incorporation)
|
O-49933
(Commission
File
Number)
|
95-4886472
(I.R.S.
Employer
Identification
No.)
|
·
|
8GB
internal flash storage;
|
·
|
Built-in
Bluetooth wireless audio that enables users to listen to music with
compatible Bluetooth headphones;
|
·
|
2.4"
high-resolution LCD color display with wide viewing
angles;
|
·
|
Built-in
digital FM tuner;
|
·
|
Secure
digital card expansion slot for additional memory
capacity;
|
·
|
High-speed
USB 2.0 interface; and
|
·
|
PC
and Mac compatible.
|
· |
8GB
internal flash storage holds MP3 files, photos and
videos;
|
· |
QVGA
Color LCD with dynamic GUI (2.2 inch
TFT-LCD);
|
·
|
Music:
22 hours/Video: 6 hours;
|
·
|
Built-in
SD-Card Slot;
|
·
|
Firmware
upgradeable; and
|
·
|
USB
2.0 interface, Ultra Fast Data
Transfer.
|
·
|
import
and export regulations that could erode profit margins or restrict
exports;
|
·
|
the
burden and cost of compliance with foreign laws, treaties, and technical
standards and changes in those
regulations;
|
·
|
potential
restrictions on transfers of funds;
|
·
|
foreign
currency fluctuations;
|
·
|
import
and export duties and value-added
taxes;
|
·
|
transportation
delays and interruptions;
|
·
|
uncertainties
arising from local business practices and cultural considerations;
and
|
·
|
potential
military conflicts and political
risks.
|
Joytoto
USA, Inc. (1)
|
||||||||||
Six
Months Ended
June
30,
|
For
the Period December 6, 2006 (Inception) to December 31,
|
For
the Period December 6, 2006 (Inception) to
June
30,
|
||||||||
2007
|
2006
|
2007
|
||||||||
Statement
of Operations Data:
|
||||||||||
Total
revenues
|
$
|
-
|
-
|
-
|
||||||
Net
income (loss)
|
(289,093
|
)
|
(5,001
|
)
|
(294,094
|
)
|
||||
Net
Income (loss) per Common Share
|
(0.02
|
)
|
(5.00
|
)
|
(0.02
|
)
|
||||
Balance
Sheet Data:
|
||||||||||
|
June
30, 2007
|
December
31, 2006
|
||||||||
Current
assets
|
$
|
22,121
|
-
|
|||||||
Other
assets - License agreements
|
16,272,269
|
-
|
||||||||
Total
assets
|
16,374,432
|
-
|
||||||||
Current
liabilities
|
85,525
|
5,000
|
||||||||
Total
liabilities
|
85,525
|
5,000
|
||||||||
Total
stockholders’ equity (deficit)
|
16,288,907
|
(5,000
|
)
|
|||||||
Total
dividends per common share
|
-
|
-
|
(1)
|
The
selected financial data included in this Section is the financial
data for
Joyon Entertainment, Inc. which contains all the operations of the
parent
company, Joytoto USA, Inc. (formerly known as BioStem, Inc.). This
information assumes that our now discontinued (divested) parking
operations were divested as of the inception of Joyon Entertainment,
Inc.
|
Six
Months Ended June 30, 2007
|
For
the Period December 6, 2006 (Inception) to June 30, 2007
|
||||||
Revenue
|
$
|
-
|
$
|
-
|
|||
Selling,
general and administrative
|
96,472
|
101,473
|
|||||
Depreciation
|
1,652
|
1,652
|
|||||
Amortization
|
190,969
|
190,969
|
|||||
Total
costs and expenses
|
289,093
|
294,094
|
|||||
Net
Loss
|
$
|
(289,093
|
)
|
$
|
(294,094
|
)
|
June
30,
2007
|
December
31,
2006
|
Estimated
Useful
Life
|
||||||||
Pang
Pang License
|
$
|
400,000
|
$
|
-
|
3
years
|
|||||
North
American Master License
|
|
5,397,000
|
-
|
10
years
|
||||||
Exclusive
Distributorship
|
|
10,686,000
|
-
|
10
years
|
||||||
|
16,483,000
|
-
|
||||||||
Less:
accumulated amortization
|
|
210,731
|
-
|
|||||||
$
|
16,272,269
|
$
|
-
|
Title
of Class
|
Name
and Address
of
Beneficial Owner (3)
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of
Class (1)
|
|||
Common
Stock
|
Joytoto
Co. Ltd. (4)(5)
3
FL Sungwoo Bldg
717-3
Sooseo-Dong
Kangnam
Gu, Seoul, Korea
135-220
|
35,000,000
|
22.8%
|
|||
Common
Stock
|
Joyon
Entertainment Co., Ltd.(4)(5)
3
FL Sungwoo Bldg
717-3
Sooseo-Dong
Kangnam
Gu, Seoul, Korea
135-220
|
50,000,000
|
19.5%
|
|||
Common
Stock
|
Doo
Ho Choi (2)(5)
|
8,000,000
|
5.2%
|
|||
Common
Stock
|
Seong
Yong Cho (2)(5)
|
21,000,000
|
13.7%
|
|||
Common
Stock
|
Seong
Sam Cho (2)(5)
|
21,000,000
|
13.7%
|
|||
Common
Stock
|
All
Directors and Officers
As
a Group (3 persons)
|
50,000,000
|
32.6%
|
(1)
|
Unless
otherwise indicated, based on 153,612,510 shares of common stock
issued
and outstanding following the acquisition of JEI. Shares of common
stock
subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing
the
percentage of the person holding such options or warrants, but are
not
deemed outstanding for the purposes of computing the percentage of
any
other person.
|
(2)
|
Indicates
one of our officers or directors. Beneficial ownership by these officers
does not include shares owned by Joytoto Co., Ltd. or Joyon Entertainment
Co., Ltd.
|
(3)
|
Unless
indicated otherwise, the address of the shareholder is c/o Joytoto
USA,
Inc., 3000 Scott Boulevard, Suite 206, Santa Clara, CA
95054.
|
(4)
|
Joyon
Entertainment Co., Ltd. is a wholly-owned subsidiary of Joytoto Co.
Ltd.,
and as such, the shares of common stock held by both are attributed
to the
other. Combined, they own 42.3% of our outstanding common
stock.
|
(5)
|
On
November 29, 2007, Joytoto Co., Ltd. and Joyon Entertainment Co.,
Ltd.
transferred (i) 21,000,000 shares to Seong Yong Cho (our President
and a
member of our Board of Directors), (ii) 21,000,000 shares to Seong
Sam Cho
(our CFO and a member of our Board of Directors), and (iii) 8,000,000
shares to Doo Ho Choi (our COO and a member of our Board of Directors),
bringing the share ownership to 35,000,000 shares owned by Joytoto
Co.,
Ltd., and 30,000,000 shares owned by Joyon Entertainment Co.,
Ltd.
|
Name
|
Age
|
Position(s)
|
||
Seong
Yong Cho
|
39
|
Chief
Executive Officer, President,
and
Director (2007)
|
||
Seong
Sam Cho
|
42
|
Chief
Financial Officer, Secretary,
and
Director (2007)
|
||
Doo
Ho Choi
|
42
|
Chief
Operating Officer and Director
(2007)
|
Name
and
Principal
Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
*
|
Option
Awards
($)
*
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation ($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
Marc
Ebersole (1)(2)
|
2006
|
(1)
|
58,808
|
17,400
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
76,208
|
||||||||||||||||||
CEO,
President,
|
2005
|
(1)
|
125,000
|
18,600
|
-0-
|
-0-
|
-0-
|
-0-
|
17,400
|
161,000
|
||||||||||||||||||
CFO
(Principal
|
2004
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||||||
Accounting
Officer),
|
||||||||||||||||||||||||||||
Secretary,
Treasurer,
|
||||||||||||||||||||||||||||
Director
|
||||||||||||||||||||||||||||
Christine
Ebersole
|
2006
|
46,870
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
46,870
|
|||||||||||||||||||
Director
|
||||||||||||||||||||||||||||
Scott
Schweber
|
2006
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||||||
Director
|
||||||||||||||||||||||||||||
Ari
Kaplan (2)
|
2004
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||||||
Former
CEO
|
||||||||||||||||||||||||||||
and
Director
|
||||||||||||||||||||||||||||
Wayne
Daley (3)
|
2004
|
56,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
56,000
|
|||||||||||||||||||
Former
CEO
|
||||||||||||||||||||||||||||
Former
Pres
|
||||||||||||||||||||||||||||
and
Director
|
* |
Based
upon the aggregate grant date fair value calculated in accordance
with the
Financial Accounting Standards Board (“FASB”) Statement of Financial
Accounting Standard (“FAS”) No. 123R, Share Based Payment. Our policy and
assumptions made in valuation of share based payments are contained
in
Note 2 to our December 31, 2006 financial
statements.
|
(1)
|
Pursuant
to Mr. Ebersole's Employment Agreement, described above, we agreed
to pay
Mr. Ebersole $125,000 per year in salary until the expiration of
the
Employment Agreement on October 31, 2009. We also agreed to pay him
$950 a
month in compensation for his automobile and $500 per month as a
healthcare allowance pursuant to his Employment Agreement, which
amounts
are included under the "Other Annual Compensation" column of the
table
above. Mr. Ebersole’s Employment Agreement was terminated at the time of
the acquisition of JEI.
|
(2)
|
Mr.
Ebersole was appointed Chief Executive Officer of the Company on
September
1, 2004. On the same day, Ari Kaplan resigned as Chief Executive
Officer
of the Company. Mr. Kaplan subsequently resigned from his position
as a
Director of the Company on January 14,
2005.
|
(3)
|
Wayne
Daley resigned as Chief Executive Officer and Director of the Company
on
August 1, 2004. On the same date, Mr. Kaplan was appointed Chief
Executive
Officer and Director of the Company. Mr. Daley was paid $5,000 per
month
as salary and $2,000 per month as reimbursement for business expenses,
under a two year employment contract he signed with the Company in
July
2003.
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
*
|
Option
Awards
($)
*
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
|||||||||||||||
Marc
Ebersole
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||
|
|
|
|
|
||||||||||||||||||
Christine
Ebersole
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||
Scott
Schweber
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
* |
Based
upon the aggregate grant date fair value calculated in accordance
with the
Financial Accounting Standards Board (“FASB”) Statement of Financial
Accounting Standard (“FAS”) No. 123R, Share Based Payment. Our policy and
assumptions made in valuation of share based payments are contained
in
Note 2 to our December 31, 2006 financial
statements.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not
Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested
($)
|
|||||||||||||||||||
Marc
Ebersole
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
N/A
|
|
|
N/A
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christine
Ebersole
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
N/A
|
|
|
N/A
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott
Schweber
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
N/A
|
|
|
N/A
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
Fiscal
Year
|
Bid
Prices
|
|||||||||
Ended
|
||||||||||
December
31,
|
Period
|
High
|
Low
|
|||||||
2005
|
First
Quarter
|
$
|
4.90
|
$
|
0.001
|
|||||
|
Second
Quarter
|
$
|
3.00
|
$
|
1.50
|
|||||
|
Third
Quarter
|
$
|
5.20
|
$
|
1.25
|
|||||
|
Fourth
Quarter
|
$
|
5.75
|
$
|
0.05
|
|||||
|
||||||||||
2006
|
First
Quarter
|
$
|
6.95
|
$
|
2.40
|
|||||
Second
Quarter
|
$
|
4.20
|
$
|
1.25
|
||||||
Third
Quarter
|
$
|
2.85
|
$
|
1.50
|
||||||
Fourth
Quarter
|
$
|
3.90
|
$
|
0.87
|
||||||
|
||||||||||
2007
|
First
Quarter
|
$
|
2.33
|
$
|
0.35
|
|||||
Second
Quarter
|
$
|
2.46
|
$
|
0.21
|
||||||
Third
Quarter
|
$
|
0.22
|
$
|
0.06
|
||||||
Fourth
Quarter (through
October
31, 2007)
|
$
|
1.50
|
$
|
0.00
|
3.1
(1)
|
Articles
of Incorporation dated September 20, 2001
|
|
3.2
(2)
|
Articles
of Amendment to Articles of Incorporation dated June 17,
2003
|
|
3.3
(3)
|
Certificate
of Amendment to Articles of Incorporation dated January 7, 2005
|
|
3.4
(6)
|
Certificate
of Amendment to Articles of Incorporation dated November 18,
2005
|
|
3.5
(4)
|
Certificate
of Amendment to Articles of Incorporation dated Effective October
31,
2007
|
|
3.6
(1)
|
Bylaws
of Web Views Corporation dated November 10, 2001
|
|
10.1
(5)
|
Stock
Exchange Agreement, dated October 12, 2007
|
|
10.2
(5)
|
Agreement
to Purchase Subsidiaries and Cancel Shares, dated October 12,
2007
|
|
10.3
|
License
Agreement dated February 23, 2007
|
|
10.4
|
Lease
Agreement dated February 26, 2007
|
|
10.5
|
Master
License Agreement dated April 18, 2007
|
|
10.6
|
Exclusive
Distributorship Agreement dated June 11,
2007
|
(1)
|
Incorporated
by reference from our Registration Statement on Form 10SB12G filed
with
the Commission on July 23, 2002.
|
(2)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on June 25, 2003.
|
(3)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on January 7, 2005.
|
(4)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on November 6, 2007.
|
(5)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on October 31, 2007.
|
(6)
|
Incorporated
by reference from our Quarterly Report on Form 10-Q filed with the
Commission on November 14, 2007.
|
Dated:
December 12, 2007
|
Joytoto
USA, Inc.,
|
|
a
Nevada corporation
|
||
/s/
Seong Yong Cho
|
||
By:
|
Seong
Yong Cho
|
|
Its:
|
President
|
Meyler & Company, LLC |
|
Six
Months Ended
June
30,
2007
|
For
the Period
December
6, 2006
(Inception)
to
December
31,
2006
|
For
the Period
December
6, 2006
(Inception)
to
June
30,
2007
|
|||||||
|
|
|
|
|||||||
REVENUES
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
|
||||||||||
COSTS
AND EXPENSES
|
||||||||||
Selling,
general and administrative
|
96,472
|
5,001
|
101,473
|
|||||||
Depreciation
|
1,652
|
-
|
1,652
|
|||||||
Amortization
|
190,969
|
-
|
190,969
|
|||||||
|
||||||||||
Total
Costs and Expenses
|
289,093
|
5,001
|
294,094
|
|||||||
|
||||||||||
NET
LOSS
|
$
|
(289,093
|
)
|
$
|
(5,001
|
)
|
$
|
(294,094
|
)
|
|
|
||||||||||
NET
LOSS PER COMMON
|
||||||||||
SHARE
(Basic and Diluted)
|
$
|
(0.02
|
)
|
$
|
(5.00
|
)
|
$
|
(0.02
|
)
|
|
|
||||||||||
WEIGHTED
AVERAGE SHARES
|
||||||||||
OUTSTANDING
|
17,361,211
|
1,000
|
15,170,003
|
Deficit
|
|
|||||||||||||||
Accumulated
|
||||||||||||||||
Additional
|
During
|
Total
|
||||||||||||||
Common
Stock
|
Paid
in
|
Development
|
Stockholders'
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
Issuance
of shares at $0.001 to founders
|
1,000
|
$
|
1
|
$
|
-
|
$
|
-
|
$
|
1
|
|||||||
Net
loss for the period December 6, 2006
|
||||||||||||||||
(Inception)
to December 31, 2006
|
-
|
-
|
-
|
(5,001
|
)
|
(5,001
|
)
|
|||||||||
Balance,
December 31, 2006
|
1,000
|
1
|
-
|
(5,001
|
)
|
(5,000
|
)
|
|||||||||
Issuance
of shares to acquire Joytoto
|
||||||||||||||||
America,
Inc. at $0.10 per share
|
5,000,000
|
5,000
|
495,000
|
-
|
500,000
|
|||||||||||
Issuance
of shares to acquire master license
|
||||||||||||||||
agreement
at $0.1799 per share
|
30,000,000
|
30,000
|
5,367,000
|
-
|
5,397,000
|
|||||||||||
Issuance
of shares to acquire exclusive
|
||||||||||||||||
distributorship
agreement at $0.3562 per share
|
30,000,000
|
30,000
|
10,656,000
|
-
|
10,686,000
|
|||||||||||
Net
loss for the six months ended
|
||||||||||||||||
June
30, 2007
|
-
|
-
|
-
|
(289,093
|
)
|
(289,093
|
)
|
|||||||||
Balance,
June 30, 2007
|
|
65,001,000
|
$
|
65,001
|
$
|
16,518,000
|
$
|
(294,094
|
)
|
$
|
16,288,907
|
|
Six
Months Ended
June
30,
2007
|
For
the Period
December
6, 2006
(Inception)
to
December
31,
2006
|
For
the Period
December
6, 2006
(Inception)
to
June
30,
2007
|
|||||||
|
|
|
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
||||||||
Net
loss
|
$
|
(289,093
|
)
|
$
|
(5,001
|
)
|
$
|
(294,094
|
)
|
|
Adjustments
to reconcile net loss to net cash
|
||||||||||
(used
in) provided by operating activities:
|
||||||||||
Depreciation
and amortization
|
192,621
|
-
|
192,621
|
|||||||
Stock
based compensation
|
-
|
1
|
1
|
|||||||
Changes
in assets and liabilities:
|
||||||||||
(Increase)
decrease in loan receivable
|
(11,500
|
)
|
-
|
(11,500
|
)
|
|||||
(Increase)
decrease in prepaid expenses
|
1,369
|
-
|
1,369
|
|||||||
Increase
(decrease) in accrued expenses
|
48,565
|
5,000
|
53,565
|
|||||||
Increase
(decrease) in due to affiliate
|
20,000
|
-
|
20,000
|
|||||||
|
||||||||||
Net
cash used in operating activities
|
(38,038
|
)
|
-
|
(38,038
|
)
|
|||||
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
Cash
acquired in acquisition
|
48,210
|
-
|
48,210
|
|||||||
|
||||||||||
Net
cash provided by investing activities
|
48,210
|
-
|
48,210
|
|||||||
|
||||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
-
|
-
|
-
|
|||||||
|
||||||||||
Net
increase in cash
|
10,172
|
-
|
10,172
|
|||||||
|
||||||||||
CASH
AT BEGINNING OF PERIOD
|
-
|
-
|
-
|
|||||||
|
||||||||||
CASH
AT END OF PERIOD
|
$
|
10,172
|
$
|
-
|
$
|
10,172
|
||||
|
||||||||||
SUPPLEMENTAL
CASH FLOW DISCLOSURES
|
||||||||||
Non-Cash
Items.
|
||||||||||
Acquisition
of Joytoto America, Inc.
|
||||||||||
Cash
|
(48,210
|
)
|
-
|
(48,210
|
)
|
|||||
Prepaid
expenses
|
(1,817
|
)
|
-
|
(1,817
|
)
|
|||||
Property
and equipment
|
(26,828
|
)
|
-
|
(26,828
|
)
|
|||||
Accumulated
depreciation
|
1,118
|
-
|
1,118
|
|||||||
License
agreement
|
(400,000
|
)
|
-
|
(400,000
|
)
|
|||||
Accumulated
amortization
|
19,762
|
19,762
|
||||||||
Goodwill
|
(52,912
|
)
|
-
|
(52,912
|
)
|
|||||
Deposits
|
(3,072
|
)
|
-
|
(3,072
|
)
|
|||||
Accrued
expenses
|
11,959
|
-
|
11,959
|
|||||||
Common
stock
|
1
|
-
|
1
|
|||||||
Additional
paid-in-capital
|
499,999
|
-
|
499,999
|
|||||||
Issuance
of stock to acquire license agreements
|
16,083,000
|
-
|
16,083,000
|
Cash
|
$
|
48,210
|
||
Prepaid
expenses
|
1,817
|
|||
Fixed
assets
|
25,710
|
|||
License
agreement
|
380,238
|
|||
Deposits
|
3,072
|
|||
Liabilities
assumed
|
(11,959
|
)
|
||
447,088
|
||||
Purchase
price
|
500,000
|
|||
Goodwill
|
$
|
52,912
|
June
30,
2007
|
December
31,
2006
|
Estimated
Useful
Life
|
||||||||
Computers
|
$
|
23,500
|
$
|
-
|
3
years
|
|||||
Office
furniture and equipment
|
3,328
|
-
|
7
years
|
|||||||
26,828
|
-
|
|||||||||
Less:
accumulated depreciation
|
2,770
|
-
|
||||||||
$
|
24,058
|
$
|
-
|
June
30,
|
December
31,
|
Estimated
|
||||||||
2007
|
2006
|
Useful
Life
|
||||||||
Pang
Pang License
|
$
|
400,000
|
$
|
-
|
3
years
|
|||||
North
American Master License
|
5,397,000
|
-
|
10
years
|
|||||||
Exclusive
Distributorship
|
10,686,000
|
-
|
10
years
|
|||||||
16,483,000
|
-
|
|||||||||
Less:
accumulated amortization
|
210,731
|
-
|
||||||||
$
|
16,272,269
|
$
|
-
|
2007
|
$
|
1,081,548
|
||
2008
|
1,741,633
|
|||
2009
|
1,741,633
|
|||
2010
|
1,628,574
|
|||
2011
|
1,608,300
|
|||
2012
|
1,608,300
|
|||
$
|
9,409,988
|
For
the six
months
ended
June
30, 2007
|
For
the period
December
2006
(Inception)
to
December
31, 2006
|
||||||
Deferred
tax liabilities
|
$
|
-
|
$
|
-
|
|||
Net
operating loss carryforwards
|
$
|
294,000
|
$
|
5,001
|
|||
Valuation
allowance for deferred taxes
|
(294,000
|
)
|
(5,001
|
)
|
|||
Deferred
tax asset
|
$
|
-
|
$
|
-
|
1.
|
Cancellation
of 1,500,000 shares of the Company’s common stock to a consultant in
2005.
|
2.
|
Spin
out of the assets and liabilities of ABS Holding Company, Inc.
and BH
Holding Company, Inc. to a private company in consideration of
130,000,000
shares of the Company’s common stock held by
management.
|
3.
|
Conversion
of Junior Debentures into 694,000,000 shares of the Company’s common
stock.
|
4.
|
Issuance
of 646,781,960 shares (pre-split) of the Company’s common stock at the
pre-reverse split market price of $0.04 per share to induce the
Junior
Debenture Holders to convert the debentures. These shares were
issued to
the Junior Debenture Holders which are deemed to be affiliated
or related
to the management of GCH Capital, the investment banking firm
structuring
the transaction.
|
5.
|
To
give effect to the 1:40 reverse split approved by the Board of
Directors
on October 31, 2007.
|
6.
|
To
give effect to the reverse merger with Joytoto USA on October
31,
2007.
|
7.
|
In
connection with the merger agreement, the Company issued 4,000,000
shares
of the Company’s common stock as a transaction fee at the post-reverse
split market price of $1.50 per share. Additionally, 4,000,000
warrants to
acquire the Company’s common stock at $0.35 per share (post split) were
issued to these consultants. The warrants vest immediately and
are
exercisable over a 7 year period.
|
8.
|
The
Company entered into a two-year consulting agreement with London
Finance
Group commencing October 1, 2007. Under the consulting agreement,
the
Company is to pay London Finance Group a monthly retainer of
$20,000,
payable on the first day of the month beginning November 1, 2007.
Additionally, the Company issued 3,400,000 warrants to acquire
the
Company’s common stock at $0.35 per share (post split) to London Finance
Group. London Finance Group subsequently assigned 1,000,000 warrants
to
management of the Company. These warrants vest immediately and
are
exercisable over a 7 year period.
|
9.
|
The
Company issued 21,000,000 warrants to acquire the Company’s common stock
at $0.10 per share (post split) to the former Junior Debenture
Holders,
who are deemed to be affiliated or related with GCH Capital.
These
warrants vest immediately and are exercisable over a 7 year
period.
|
10.
|
The
fair values of the above $0.35 and $0.10 warrants were computed
to be
$1.26 and $1.43, respectively, using the Black-Scholes model
using the
following criteria.
|
a.
|
Expected
life
|
7
years
|
b.
|
Risk
free rate
|
4.20%
|
c.
|
Volatility
|
43.50%
|
d.
|
Dividend
yield
|
0.00%
|
11.
|
No
pro-forma profit and loss information is presented since the
acquired
company has had no operating results other than start-up expenditures
and
license amortization.
|
1.
|
Material:
|
Pang
Pang Terrible
|
2.
|
Condition:
|
Exclusive
THREE (3) Year License Agreement on Signing
|
3.
|
Amount:
|
FOUR
HUNDRED THOUSAND US DOLLARS (US$400,000)
|
4.
|
Revenue
Share:
|
30%
of net sales
|
5.
|
Install
Location:
|
USA
|
1. |
“Licensor”
represents JOYTOTO CO., LTD. who has the rights of Pang Pang Terrible,
where the Licensor shall supply Pang Pang Terrible for the
Licensee.
|
2. |
“Licensee”
represents JOYTOTO AMERICA, INC. where Licensee acknowledges the
right to
service Pang Pang Terrible within the Agreement
Territory.
|
3. |
“Game
Title” represents one CASUAL game, Pang Pang Terrible, which the Licensor
has developed or possesses the rights to (hereinafter “Pang Pang
Terrible”)
|
4. |
“Server
Software” represents the program which manages the Client Software which
is the platform of the game title
|
5. |
“Client
Software” represents game title programs which connects the server
software and the users by creating a servicing environment (hereinafter
“Client Software”).
|
6. |
“Agreement
Territory” represents the Territory which Licensor approves the Licensee
to service Game where the boundary of this Territory is limited to
the
region of USA (hereinafter “Agreement Territory”).
|
7. |
“Service”
represents the Licensee servicing Game to the general public within
the
agreement Territory with marketing, advertisement, free services,
and pay
services, where the Licensor has provided and granted the servicing
rights
of Pang Pang Terrible in the Agreement
Territory.
|
8. |
“Localization”
means that the Game Title shall be translated into the language which
is
used in the Agreement Territory for servicing purpose, and some materials
shall be adjusted accordingly, considering the culture differences
of the
servicing territory, also, in addition to any technical support that
is
needed by the servicing party shall be
provided.
|
9. |
“Web
Page Operation” represents the visual operation of each web page, which
includes the program coding and the graphic design process (hereinafter
“Web Page Operation”)
|
10. |
“User”
means the end-users who will connect to the Server Software through
the
internet to play “Pang Pang Terrible” in the Territory and is consisted of
“Free Users” and “Pay Users”
|
11. |
“Free
Service” means the test purposed service operation before the Pay Service
Date.
|
12. |
“Pay
Users” consists of all users using the game service and paying a fee to
use such services provided by Pang Pang
Terrible.
|
13. |
“Users
DB” consists of all specific user information obtained by registered
users
and the Log Data created from the using Pang Pang
Terrible.
|
14. |
“Open
Beta Service Date” means the date when Pang Pang Terrible test services
including advertisement will be launched to serve the general
public.
|
15. |
“Pay
Service Date” represents the date when the Pay Service is commenced to
serve the general public after the Service Date of Pang Pang Terrible
within the agreement Territory.
|
16. |
“Maintenance
& Repair” represents general updates and patches with regards to the
maintenance of Game after the Service Date. Licensor shall provide
Maintenance and Repair orientation for the employee’s of the Licensee so
that Licensee may provide basic maintenance for Game itself. The
training
for the Maintenance & Repair shall be conducted before the Open Beta
Service Date. The main responsibility for the Maintenance & Repair for
the game title serviced within the agreement Territory shall be
responsible by the maintenance & repair personnel working for the
Licensee who will be trained by the Licensor, and the Licensor shall
provide problem solving support by any mode or technical support
via
email. The obligation of the Maintenance & Repair by the Licensor is
limited to and will not exceed the boundaries of the initial contents
provided by the Licensor for the
Licensee.
|
17. |
“Licensed
Materials” represents the graphic materials and introduction documents of
Game which are to be used for advertising and marketing of the game
title,
where such materials are authorized for use by the Licensor and provided
to the Licensee.
|
18. |
“Licensed
Programs”
represents
the game title and server & client software for the which are granted
for servicing purposes to the Licensee by the Licensor, where the
Licensee
may only use these programs for the sole purpose of servicing
Game.
|
19. |
“Royalty”
represents the receivable royalty payments from the Licensee to the
Licensor in order to compensate for the Maintenance & Repairs services
provided by the Licensor during the agreement
period.
|
20. |
“Gross
Sales” represents the aggregate total sales generated by Pang Pang
Terrible which is provided by the Licensor for the
Licensee.
|
21. |
“Net
Sales” represents the total sales amount which billings & service fees
(15% fixed rate of Gross Sales amount) are subtracted from Gross
Sales.
|
22. |
“Secondary
Copyright Proprietorship” represents all copyright ownership of Game that
have been modified which are derivations of the original game title
provided by the Licensor to the
Licensee.
|
27. |
“Trademark
Rights” represents rights of the Game for Korean, and English name and/or
title including but not limited to writings.
|
28. |
“Character”
represents the graphic avatar represented in Pang Pang
Terrible.
|
1. |
The
Licensee is granted by the Licensor to advertise and promote Game
by using
the service mark, trademark, logo, slogan, characters, and any other
additional implied trademarks.
|
2. |
Trademark
registration of Game or regarding any localized version of Game and/or
derivative version of Game shall be registered in the Licensor’s name
where the Licensee shall provide necessary help in obtaining such
trademarks. If Game or such derivative version of the game title
has been
registered in the English Language, the trademarks shall be solely
owned
by the Licensor. However, the Licensee may use the registered trademarks
and the domain freely during the duration of the Agreement
period.
|
1. |
The
Licensee may not produce or reproduce copies of the server software,
Administration manuals, master CDs and etc that are directly or indirectly
related to the Game. The Licensee may not make any copies of the
Licensor’s tangible and intangible intellectual properties and/or
assets.
|
2. |
If
such copies of related materials are needed, the Licensee may only
obtain
through the consent of the Licensor in written notice. All related
materials are considered secret where no material shall be given
to any
other 3
rd
party.
|
3. |
If
the above clause 7.1 and/or clause 7.2 are in breach, the Licensee
is held
responsible for the damages where the Licensor may terminated the
Agreement herein immediately without notice to the pursuant
party.
|
4. |
The
distribution of the client software for marketing purposes is allowed,
however; additional materials for the use of marketing Game in the
agreement territory shall be aggressively supported by the Licensor.
Moreover, such created marketing materials by the Licensee shall
be sent
to the Licensor for confirmation
purposes.
|
1. |
The
license that are granted by the Licensor to the Licensee is as
follows.
|
A. |
License
Territory: USA
|
B. |
License
Type: Exclusive Usage License
|
C. |
License
Period: THREE (3) Years from commercial service
date
|
1. |
The
Installation Fee of Pang Pang Terrible in the agreement territory
is FOUR
HUNDRED THOUSAND US DOLLARS
(US$400,000)
|
2. |
The
payment shall be provided to the Licensor in the following manner:
FOUR
HUNDRED THOUSAND US Dollars (US$ 400,000) is due and shall be
wire-transferred to the Licensor’s designated account within 30 days after
contract signing.
|
1. |
Royalty
Fee is a compensation for the continuous support by the Licensor
which is
excluded from the installation fee of Game. This payment consists
of the
30% of the Net Sales earned by the licensee from servicing Game in
the
Agreement Territory by charging the Pay Users, where this Royalty
Fee
shall be paid by the Licensee to the Licensor during the entire Agreement
Period
|
2. |
The
Licensee shall settle Royalty accounts and notify the Licensor of
the
amount of Royalty paid; this information will be sent to the Licensor
by
facsimile or by email on the last day of each 1 months. Royalty fee
shall
be paid every 1 month and if the last date of a certain month is
considered a national holiday or is a non-business day, then notification
and the settlement of account shall be made on the following day.
The
Licensee agrees to pay the royalties to the designated bank account
by the
Licensor within 3 month from its original revenue generation
date.
|
3. |
In
order to fully verify the exact amount, the Licensor shall be granted
rights for the use of the Billing DB account of the Pang Pang
Terrible.
|
1. |
If
the Licensee fails to make payments regarding the payment schedule
and
amount set forth in clause 10 and 11 herein, the Agreement shall
be
terminated immediately. Starting from the following day until the
actual
payment date, the Licensee will compensate the Licensor according
to any
Korean law (18% annual interest rate) applicable to such compensation
for
delay of payment
|
2. |
If
the delay of payment exceeds a period of sixty (60) days, the contract
agreement may be terminated by the Licensor without
notice.
|
1. |
All
payments and wire transfers shall be done in American Dollars to
the
designated bank account by the
Licensor.
|
2. |
Licensor
shall send out the original copy of detailed invoice and Bank Information
each month to the Licensee via postal
service.
|
1.
|
All
payments made by the Licensee to the Licensor including installation
and
the Royalty fees do not include any taxes. The Licensor is not responsible
for any charges or taxes that may applicable to any payment from
the
Licensee, including but not limited to sales, use, property, license,
value-added, franchise, income, withholding or similar taxes, customs
or
other import duties other than taxes imposed on the payment to the
Licensor by Korean government based on Licensor’s net income. When such
tax payments have been paid by the Licensee, Licensee agrees to send
the
official tax receipt(s) to the Licensor
promptly.
|
2. |
The
Licensee hereby agrees to be responsible of all costs and necessary
actions needed to satisfy the Licensor’s demands on applicable usage fees,
payments, and transfers, also including registering related materials
set
forth in this agreement. Both parties, the Licensee and the Licensor,
shall be liable for the cost of sending required notifications, reporting
and submitting of related materials to the pursuant
party.
|
1. |
When
the Licensee makes Royalty payments for the Licensor, the Licensee
is
required to supply finance documents stating Gross Sales calculations
of
Pang Pang Terrible as well as service & server management
details.
|
2. |
Also,
the Licensee is responsible to keep and record all Royalty payments
made
for the Licensor.
|
3. |
The
Licensee will supply the Licensor with a User DB and Billing DB account
where there is information on usage time and added costs, and all
other
calculations of royalty payment for each
month.
|
4. |
The
Licensee shall notify the Licensor immediately in case there is any
change
in the server installment location or the number of
servers.
|
1. |
The
Licensor retains the right to conduct an audit or hold an actual
inspection, if required, regarding the Gross Sales which consists
of the
servicing of Pang Pang Terrible in order to verify and confirm the
details
of the server management and financial documents provided to the
Licensor
by the Licensee.
|
2. |
If
the results obtained by the Licensor during such inspection are confirmed
to be different from the truth then the Licensor may demand such
damage
compensation from the Licensee. Regarding clause 16.1, if such difference
in information provided originally by the Licensee for the Licensor
is
less than 3% from the original information provided, then all costs
for
such an inspection shall be responsible by the Licensor. Moreover,
if such
difference in information provided originally by the Licensee for
the
Licensor is more than 3% compared to the original information provided
by
the Licensee, then all costs for such an inspection shall be responsible
by the Licensee.
|
1. |
The
Licensor shall install Pang Pang Terrible in the agreement territory
with
the assistance of the Licensee.
|
2. |
The
Licensor shall install Pang Pang Terrible including server numbers
and
hardware devices in Korea and Licensee move these items to the USA
for
service operation.
|
1. |
The
Licensor shall responsible for the development of
localization
|
2. |
The
Licensee will provide all necessary cost and fees when Licensor’s
employees need to travel to Licensee’s region for any
support.
|
1. |
The
maintenance and repair period of the game title by the Licensor is
THREE
(3) years.
|
2. |
The
Licensor shall immediately act to maintain and repair the server
software
and client software with regards to the individual contracts during
the
duration of the contract.
|
1. |
The
Licensee shall protect and prevent the hacking of the service of
Game
provided by the Licensor in the best possible way
known.
|
2. |
The
Licensee shall notify the Licensor immediately in finding any such
hacking
incidents and specific outcomes of such hacking incidents by using
Fax or
electronic mail (e-mail).
|
3. |
Licensor
shall undertake the necessary technical support and updates to
troubleshoot such hacking
activities.
|
4. |
The
Licensee shall always be aware of such hacking intrusions where the
Licensee is responsible for such hacking intrusions if and when it
occurs.
|
5. |
The
Licensor shall take extra care to observing the Hacking Quarantine
Filtering and Patch Programs. The Licensor shall also analyze various
Log
Records of Game to confirm no issues would
arise.
|
6. |
If
there are hacking issues due to a fatal error of the game software,
resolving such issues shall be mutually agreed by both participating
parties at a later time.
|
7. |
The
Licensee shall be aware of and prevent any in-house personnel hacking
in
the agreement territory regarding the game title which the Licensor
has
provided. If there are any losses and damages made by such hacking
intrusions, all responsibilities of losses are borne by the Licensee.
|
1. |
“The
Licensee may not make copies or derivative copies of Game. The Licensee
may not supply tangible or intangible properties with regards to
Game or
any intellectual properties of Game to any third party without the
written
consent of the Licensor. The distribution of the client software
for
marketing purposes is allowed, however; additional materials for
the use
of marketing Game in the agreement territory shall be supported
aggressively by the Licensor. Moreover, such created marketing materials
by the Licensee shall be sent to the Licensor for confirmation
purposes.
|
2. |
The
Licensee shall decide the number of servers and its location within
the
agreement territory. The Licensee will also provide at their own
expense
the cost and expenses for server hardware equipment, Internet broadband,
and appropriate network equipment for the purpose of servicing in
the
Agreement Territory.
|
3. |
The
Licensee shall bear all costs regarding marketing costs, operate
and
maintain management, servicing, customer support via telephone
or internet
homepage and manage payments received in regards to the servicing
of
Game.
|
4.
|
Web
page construction and additional web construction work shall
be done by
the Licensee.
|
5.
|
The
Licensee agrees to create, operate and manage a team at their
offices,
solely for the purpose of the success of Game, and such a
team shall be
created after this Agreement is signed between the Licensee
and the
Licensor.
|
6.
|
The
Licensee shall bear all costs regarding hardware and software
for the
service of Game.
|
1. |
The
Licensor shall provide technical support for the Licensee during
the
duration of the contract agreement with regards to the servicing
of Game.
Technical support shall be conducted but not limited in using electronic
mail (e-mail), Fax and provide engineers to
licensee.
|
2. |
Any
additional supply of game titles to the Licensee by the Licensor
after the
successful installation of Game in the agreement territory, individual
contracts shall be made where the game title is to be provided after
such
negotiated compensation.
|
3. |
The
Licensor has no responsibility to any mistakes made by the Licensee
and
the Licensor shall not be responsible in any
way.
|
4. |
The
Licensor is responsible for all outcomes created by any problems
of the
provided game title, Pang Terrible. However, the Licensor is not
responsible for any losses caused by any natural disasters in the
agreement territory and the Licensor does not have responsibility
over
outcomes of any criminal related activity made by users using Pang
Pang
Terrible service in the Agreement
Territory.
|
5. |
Localization
work shall be done by the Licensor where all translation of applicable
documents including but not limited to in-game texts and image files
are
responsible by the Licensee. The Localization process shall be done
in one
language format, which is English.
|
1. |
All
intellectual properties related to Pang Pang Terrible are owned by
the
Licensor, where applicable copyright laws of the agreement territory
as
well as copyright laws of Korea (ROK) protects these rights of the
Licensor.
|
2. |
The
Licensee granted by the Licensor to advertise and promote Pang Pang
Terrible using the characters, graphics, and/or logos which the Licensor
has the possession for; however, adjustments of such characters,
graphics,
and/or logos cannot be made without written consent by the Licensor
and
such materials cannot be assigned, transferred, nor supplied to another
third party.
|
3. |
All
License Ownership on any derivations of Game which may be included
in the
2
nd
Copyright Proprietorship created during the localization procedure
from
the game title provided by the Licensor to the Licensee shall be
held by
the Licensor.
|
4. |
The
Licensor and the Licensee shall both have ownership over the User
DB of
Pang Pang Terrible.
|
5. |
The
Licensee is obligated to notify the Licensor immediately, if there
is any
dispute between the Licensee and a third party regarding the Intellectual
Rights and Ownership of Pang Pang Terrible which the Licensor agrees
to
provide to the Licensee in the Agreement herein. And if such arguments
of
ownership of rights occur, the Licensee and the Licensor shall help
each
other in every way to resolve such matters
together.
|
6. |
The
Licensor shall be responsible for any damages incurred to the Licensee
when the Game Title which the Licensor provides to the Licensee conflicts
with another third party’s Intellectual Rights & Ownership, as long as
the Licensee notifies the Licensor as soon as the Licensee learns
of such
facts. However, if the Licensee reacts to such arguments of another
third
party and takes its own actions, any damages created through those
actions
taken shall not be a burden for the Licensor and the Licensor shall
not be
responsible of the outcomes.
|
7. |
If
the Licensee faces any dispute in the Agreement Territory by another
third
party intruding with the Intellectual Rights and Ownership of Game
which
the Licensor agrees to provide to the Licensee, then the Licensee
shall
confront the third party in co-operation with the Licensor and provide
active support and effort of counter measures and the Licensor may
to
propose to the Licensee to neutralize such legal
lawsuit.
|
8. |
The
Licensee shall be responsible of any issues or losses created by
any
leakage of information and/or materials of Game which the Licensor
has
provided to the Licensee.
|
1. |
The
Pang Pang Terrible provided by the Licensor for the Licensee guarantees
that such game title is the exact same title which is serviced with
Korea
(ROK).
|
2. |
During
the term of the agreement, the Licensor shall be responsible for
all
defective materials with regards to Game and/or the
software.
|
3. |
The
Licensor shall not be responsible of any damage outcomes through
the
misuse by the Licensee.
|
1. |
The
Licensor and the Licensee shall not use any of the direct information
or
collateral information obtained through this Agreement regarding the other
pursuant company except for the purpose of this contract Agreement.
Confidential information can only be disclosed when the pursuant
party,
the Licensor and the Licensee, provides a written agreement of consent
or
a written notice regarding such
actions.
|
2. |
The
above clause 26.1 of this Agreement shall survive the termination
of this
contract Agreement.
|
1. |
Both
companies have the option to notify the pursuant party THIRTY (30)
days
prior to the conclusion of this Agreement in order to conclude this
contract Agreement. If the notification of conclusion is not given
to a
pursuant party, then the Agreement Period is automatically extended
for
ONE (1) additional year.
|
2. |
If
the Licensee or the Licensor has made a direct violation to any of
the
details of this contract Agreement, and the pursuant party clearly
stated
such violations to be corrected where such notification shall be
given as
a written notice; however, if the violating party does not correct
the
violating acts as requested within NINETY (90) days of the initial
written
notification of the correction of violation, this contract Agreement
shall
be terminated immediately.
|
3. |
If
the Licensee fails to compensate the Licensor with the payments of
Installation Fee and/or the Running Royalty payments, there will
be an
annual interest of 18% levied on the payment amount with regards
to each
extended day from the past payment date. If the late payment exceeds
a
period of SIXTY (60) days, the contract agreement shall be automatically
terminated and the Licensee shall be responsible for such agreement
termination and be responsible for the damage compensation plan stated
in
clause 36 of this agreement.
|
4. |
If
any of the following occurs to the pursuant party of this contract
agreement, the agreement shall be terminated without any
notice.
|
A. |
Disorganization,
Bankruptcy, or unable to make
payments.
|
B. |
The
Licensee or the Licensor made a direct violation to any of the details
of
this contract Agreement, and the pursuant party clearly stated such
violations to be corrected; however, if the violating party does
not
correct the violating acts as requested within THREE (3) months of
the
initial notification of the correction of violation, this contract
Agreement may be terminated.
|
C. |
Reasons
of legal bankruptcy or unable to make payments have been due for
over
NINTY (90) days and such reasons have not been dismissed
ô
this
contract agreement may be
terminated.
|
D. |
If
in any case, the pursuant party has broken any of the International
Business laws, defy the public morals, or defy social morals and
customs,
and it has been concluded that the pursuant party have caused unbearable
damages to the other pursuant party, this contract Agreement may
be
terminated.
|
1.
|
Both
parties shall be excused from each other’s responsibilities of performance
hereunder to the extent that performance is prevented, delayed, or
obstructed by causes beyond its reasonable control. Such incidents
include
but not limited to Acts of God (fire, storm, floods, earthquakes,
etc.),
civil disturbances, disruption of telecommunications, and power loss
or
other essential services (Force Majeure) which prevents the effected
party
to operate, manage, and conduct their duly businesses as stated herein
this Agreement.
|
2.
|
Regarding
clause 28.1 of this Agreement, if the signed agreement cannot be
practiced
as a whole or partially, this Agreement shall not hold, as a whole
or
partially, in the sections in the Agreement where it cannot be put
into
practice.
|
A. |
Grant
of license shall halt
|
B. |
Use
of copyrights, displays and logos shall
halt
|
C. |
Use
of technical information shall halt and copies & originals shall be
returned
|
D. |
All
erected financial obligations (Technical Fees and etc) are due
immediately
|
E. |
Use
of Secondary Copyright Proprietorship shall
halt
|
F. |
Use
of domain, name, and titles in USA shall
halt
|
1. |
If
the agreement is stated to be under applicable laws of Republic of
Korea,
all lawsuits shall be presented to the court of Republic of
Korea.
|
2. |
Pursuant
parties waiver the following rights to make any complaint regarding
the
court location on the lawsuit claimed by either pursuant parties,
the
assertion of the court proceeding are held at a non-suitable location,
moreover, waiver of any claims that questions the justice jurisdiction
and
the validity of such a court
|
1. |
Without
the written consent of the Licensor, the Licensee may not wholly
or
partially succeed any part of this
Agreement.
|
2. |
The
contract agreement herein holds and binds both pursuant parties where
it
effects the successor and assignee of the through the succession
of the
agreement.
|
3. |
When
the Licensee or the Licensor enter a phase where decisions need to
be made
regarding the issues of merging of companies, sales transference,
or
partial assignment of sales, and the Licensee or the Licensor is
seen to
have some problems, trouble, or difficulty regarding the operation
management of Game, then both pursuant parties, the Licensee or the
Licensor, shall notify the other pursuant party by a written
statement.
|
4. |
If
section 35.3 becomes in practice, then the company receiving the
succession and/or receiving the assignment of this Agreement shall
possess
all right and responsibilities of the Licensee and the Licensor which
are
stated in the contract Agreement
herein.
|
1. |
If
the Licensee decides to stop the servicing of Game after the services
have
commenced and/or decides to terminate the agreement herein without
any
special reasons for its actions, the Licensor may demand a settlement
for
the loss of business to the
Licensee.
|
2. |
The
Licensor or the Licensee on the incident of breaking any part of
this
contract Agreement and/or by breaking the sincerity and trustfulness
of
the other pursuant of this Agreement resulting in losses and/or damages
to
the pursuant company, shall be punished accordingly based on the
terms of
the such related International laws that
abide
|
3. |
If
the Licensee is held responsible for the following sections, 7.3,
20.7,
23.8, 36.1, then the Licensor shall conduct a calculation related
to the
capacity of such damages made by the Licensee and the Licensee must
compensate the Licensor with a reasonable compensation fee where
such
amount shall be notified by the Licensor to the Licensee after the
damage
calculations have been finalized. Both parties shall negotiate the
exact
compensation amount within THIRTY (30) days of the initial notice
by the
Licensor regarding the compensation amount. After such damage compensation
amount has been finalized, the Licensee shall deliver the full
compensation payment within THIRTY (30) days where all payments must
be
done in Cash. If the Licensee fails to comply, then the Licensee
shall be
held responsible according to the international civil and penal law
codes
where applicable and shall be liable to pay the Licensor the total
applicable compensation with an annual interest fee of 18% levied
on the
payment amount with regards to each extended day from the notification
date by the Licensor to the Licensee.
|
4. |
If
there are fatal Errors in Game and Licensor is unable to fix these
problems, Licensee may stop payments of Royalty to Licensor. In this
case,
Licensee may demand compensation from Licensor for any losses of
income
due to the fatal error of Game and/or additional losses incurred
due to
such an event. However, the compensation which Licensee demands from
Licensor cannot exceed the amount of the Royalty paid to Licensor
by
Licensee for the servicing of Game during the Agreement
period.
|
1. |
If
any of the incidents stated in clause 40 of this Agreement occurs,
then
the knowledgeable party shall notify the other party of such events
in
written statements.
|
A. |
There
is a change in information regarding the account holder’s name or in the
account numbers itself
|
B. |
Main
offices, Branch Offices, are newly being built, moved, or has been
closed
down due to strenuous reasons
|
C. |
There
is a change regarding the main representative of the
company
|
D. |
There
is dramatic change in the business outlook, or there is a growing
chance
of something likewise will happen which threats the pursuant
company
|
2. |
Notification
and other means of notices shall be done through one of the following
methods of electronic mail (e-mail) or applicable addresses or numbers,
and shall become effective with regards to the conditions stated
below.
|
A. |
If
delivery is made directly in written documents or by delivered by
person,
effective on the date of delivery.
|
B. |
If
sent by Fax, effective on the date of delivery, depending on the
validity
of the readable fax material received. (Confirmation of fax material
send
shall be verified by the transmitting party, where such transmit
records
generated by Fax machines does not represent confirmation in any
such
case)
|
C. |
Postage
mails, air mails, or registered mails shall be effective on the date
of
delivery of such mails or the date of such mail delivery
attempted.
|
D. |
If
sent by electronic mail (e-mail), effective on the date of email
receipt.
|
3. |
If
the delivery date (or attempted delivery date) or receivable date
is not a
working day for the receiving party, or such delivery attempt is
notified
after the daily operation time period, such delivery shall be seen
to have
been received on the next business day where that will represent
the
effective date of such delivery.
|
1. |
The
following agreement shall be effect on the date set forth
herein.
|
2. |
If
the agreement is not terminated due to any of the presented reasons
for
termination, the responsibilities of the pursuant parties of the
agreement
shall survive the end of this
Agreement.
|
3. |
Even
if the contract Agreement is terminated, the payment agreement and
the
damage compensation agreement shall survive the end of this
Agreement.
|