Quarterly report pursuant to Section 13 or 15(d)

3.JOINT VENTURE AGREEMENT

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3.JOINT VENTURE AGREEMENT
3 Months Ended
Dec. 31, 2011
Interest in Unincorporated Joint Ventures or Partnerships, Policy [Policy Text Block]
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 current (since December 21, 2010) 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 December 31, 2011) 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 Company capital stock 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 is to be terminated immediately.

The precise timing of when the $10,000,000 Expenditures will occur is not specified in the Agreement. However, the Company has informally agreed to periodically reimburse Webprizm for that entity’s actual research and development costs incurred by it. 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” in the Statement of Operations during the three months ended December 31, 2010.