Attached files
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| EX-10.1 - Cosmos Holdings Inc. | v190469_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 12, 2010
Prime
Estates & Developments, Inc.
(Name of
registrant in our charter)
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Nevada
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6552
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27
0611758
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard
Industrial
Classification
Code
Number)
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IRS
I.D.
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4709
West Golf Rd, Suite 425, Skokie,
Illinois
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60076
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 224-489-2392
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item1.01. Entry
into a Material Definitive Agreement.
A Joint
Venture Agreement ("Agreement") was made and entered into as of this 12 day of
July, 2010 by and between Madison Realty Advisors, LLC ("Madison") and Prime
Estates and Developments, Inc. ("Prime"). The principal provisions of
the Agreement are as follows:
1. Services to be Provided by
Madison. Madison will actively seek commercial real estate properties for
acquisition. In connection therewith, Madison will negotiate the acquisition,
perform due diligence on the properties, arrange financing and close the
properties. Then perform property management, asset management and be
responsible for the ultimate disposition of the properties. All property
acquisitions shall be subject to the approval of Prime. Madison hereby agrees
that it will cause Langendoen and other key Madison managers to spend a majority
of their time on the business of this joint venture provided that Prime has
significant capital to invest and is active in the commercial real estate
business. The Madison managers will do the work they deem necessary to do in
order to promote the business of the joint venture. Madison will provide
reasonable reports and attend meetings to conduct the business of this joint
venture.
2. Support to be Provided by
Prime.
a. Prime
& Madison agree that all the costs of the services provided by Madison will
be determined on a property by property case. All fees and expenses will be
charged on every property that the two parties will agree to acquire, lease,
manage, sell, etc. Both parties agree that there are no fees, costs, and/or any
type of expenses that oblige the two parties with this agreement.
b. Each
property acquired will be in the form of a separate special purpose entity
jointly owned between Prime and Madison and or their
assigns. Additional, each property will be controlled by an agreement
that comprehensively delineates each party’s responsibilities, rights and
obligations. This agreement will address, but not be limited to
capital reserves, income deficiencies, property management, financial accounting
and the distribution of profits from net operating income and
resale.
c. In
terms of profit distributions, in general, Prime will receive a preferred rate
of return that will be determined on a property by property case. The
net profit from resale will be split between the parties, with a percentage rate
that will be determined on a property by property case, after the repayment of
the equity invested by Prime.
d. Madison
will charge market rate fees for its services which can include
brokerage/acquisition commissions, financing fees, property management fees and
asset management fees. Once Prime is funded and the work load is established
then Madison and Prime agree to reevaluate the compensation and cost
reimbursements on a good faith basis. Likewise the compensation to Explicit
Growth Strategy Consultants, Inc and School Lane Capital Partners, LLC and/or
their assigns will be agreed upon by all parties.
3. Right of First
Refusal. Prime shall have the right of first refusal to acquire any
properties that Madison may locate provided the property meets Prime’s buying
parameters under terms and conditions set forth in the Agreement.
4. Responsibilities. If
Prime elects to purchase a property that Madison recommends then Prime agrees to
come up with the required equity to purchase the property. Madison shall be
responsible to provide all on and off site supervision of the property
management and/or asset management activities and shall be responsible for the
day-to-day management of the properties that are acquired. Madison shall provide
monthly operating statements and such other financial reports and budgets as are
commonly provided for the type and size of properties covered by the property
management agreement and/or as may be specifically required under the terms of
the management agreement. All major property management, asset management and
financial reporting issues ("Major Matters") shall be subject to mutual approval
of Madison and Prime.
5. Term. The term of the
Agreement is for a period of one (1) year, and shall be automatically renewed
annually unless terminated by either party in writing at least sixty (60) days
prior to the then scheduled expiration date of this Agreement; provided,
however, either party may terminate the agreement upon not less than 60 days
prior written notice of such termination to the other party. Upon the
termination of the Agreement, the rights and obligations of the parties hereto
shall immediately terminate.
The
Agreement is filed as an exhibit to this report and should be referred to in its
entirety for a complete description thereof.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Joint
Venture Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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PRIME
ESTATES & DEVELOPMENTS, INC.
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Date:
July 12, 2010
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By:
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/s/
Spiros Sinnis
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Spiros
Sinnis
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President
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