Attached files
file | filename |
---|---|
EX-10.2 - DLT Resolution Inc. | v209178_ex10-2.htm |
EX-10.1 - DLT Resolution Inc. | v209178_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
January 26,
2011
Date of
Report (Date of Earliest event reported)
Bio-Carbon
Solutions
International Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
|
333-148546
|
20-8248213
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
123 March Street,
Suite 202, Sault Ste Marie, Ontario, Canada P6A 2Z5
(Address
of principal executive offices) (Zip Code)
(705)
253-5096
www.bio-carb.com
(Registrant’s
telephone number, including area code)
Elemental Protective
Coatings
Corp.
Water Park Place, 20 Bay Street, Toronto, Ontario, Canada M5J 2N8
(Former
name and address if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the Registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Section 1
– Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On
November 14, 2010, Bio-Carbon Solutions International Inc. (the “Company”)
entered into a Consulting Agreement (“Agreement”) with Mr Gilles Trahan, an
expert in project development in the renewable energy sector. Under
the Agreement with Mr Trahan, who currently sits on the Board of Directors of
both Atlantic Wind & Solar Inc., and MSE Enviro-tech Corp. He
will be seeking clients with unrealized carbon assets and will be compensated
$250,000 for conducting business development and advisory services on behalf of
the Company as it builds a pipeline of carbon projects worldwide, and continues
developing these projects through the sale of carbon offsets.
On
January 14, 2011, the Company entered into a License Agreement with 1776729
Ontario Corporation (the “1776729 License”), a privately owned corporation
registered under the Laws of Ontario. Pursuant to the 1776729
License, the Company was granted an exclusive, non-transferable, and irrevocable
right to develop and commercialize certain intellectual property that will be
used in developing carbon credits from forested lands. The
intellectual property consists of knowledge pertaining to the registration of
carbon offsets or carbon credits from the biological carbon pools contained in
ecosystems (mainly forest ecosystems). Carbon pools can then be
conveyed into a new form of security, termed carbon credits, which are bought by
carbon emitters who are compelled to reduce their carbon emissions through
legislation, or carbon emitters who may voluntarily engage in carbon trading for
the purpose of increasing their environmental stewardship or for publicity
purposes. Under the 1776729 License the Company must pay a royalty of
6 % of its gross annual sales to 1776729. In addition, the Company
has agreed to pre-pay the royalty on the first $15,000 of revenue to be earned
under the 1776729 License, which will be paid by the issuance of 5,000,000 of
the Company’s Common Stock to 1776729 Ontario Corporation. Such
stocks are exempted from the reverse stock split reported in 5.07. This
permitted the Company to advanced business activities in earnest
(www.bio-carb.com).
On
January 17, 2011, the Company entered into a Carbon Development Agreement
(“CDA”) with Basia Holdings, Inc. (“Basia”), a privately held company
incorporated in the State of Tennessee. Under the Basia CDA, the Company has
acquired exclusive and irrevocable rights to the development of carbon credit
potential on a 9000 acre parcel of heavily forested land in Grundy County,
Tennessee from which coal exploitation is possible. Further, under
the Basia CDA, the Company will pursue the development and sales of carbon
credits from the forested land, and form the possible exploitation of coal;
methane emitted from coal mines has 23 times the greenhouse warming potential of
carbon dioxide. By capturing the methane and either flaring it, or
using it in power application, significant amounts of carbon offsets can be
generated.
Item 1.02
Termination of a Material Definitive Agreement.
Effective
May 5, 2010, the Company terminated its rights to the Hartindo Fire-Inhibitor
and Dectan rust protection and Fire Inhibitor products, and was simultaneously
released from all obligations pursuant to a $5 million promissory
note. Subsequent to November 4, 2010, the Company has had no product
or services to sell and only extremely limited business activity. However,
the Company believes that upon its acquisition, completed on November 4, 2010,
of the rights to the software product that generates “Carbon Credits” for sale
on world markets, and was further expanded with the acquisition of a License on
January 14, 2011, and entering into a material agreement with Basia Holdings
Inc. on January 14, 2011, has regenerated our business activity and moved the
Company out of “shell” status as defined in Rule 12 6-2 under the Exchange
Act (17 CFR 240.12b-2).
2
Section 2
– Financial Information
Item 2.02
Results of Operations and Financial Condition.
The
Company’s business plan and objective is to use its licensed intellectual
property to provide services and capitalize on opportunities relating to carbon
trading, carbon sequestration, and other greenhouse gas emission control, offset
and reduction programs worldwide. With the increasing importance of
such programs, whether participation in them by businesses is voluntary, or as a
result of mandatory government regulations, we believe there are opportunities
to monetize any program, project or initiatives that will permit the reduction
of emissions of green house warming gases. Application of renewable energy
projects that displace fossil fuels, treatment of wastes, as well as projects
that aim at reducing energy consumption, and/or substances that reduce the
emission of greenhouse warming gases, offers a broad spectrum of opportunities
for our Company.
Currently
there are only two employees of the Company, whom also serve as directors of the
Company; however, several other employees will be needed to implement the
Company’s business plan. To that end, and in anticipation of a
growing work force, a stock option plan for the Company’s Common Stock has been
prepared and accepted by the Board of Directors.
The two
employees, Mr. Duchesne and Mr. Cormier, will receive an annual salary of
$120,000 each as payment for their services as officers of the Company, as well
as compensation for the services they provide under the Consulting Agreement the
Company entered into with them. Each of them will also be issued options to
purchase 2,000,000 shares of our Common Stock, exercisable at $0.03. Options
expire December 31, 2012. Pursuant to our Consulting Agreements with Mr.
Duchesne and Mr. Cormier, the Company anticipates that it will pay additional
remuneration to these individuals for their on-going services, likely in the
form of a monthly cash payment, which will be determined once the Company has
commenced more regular business operations. The amount and conditions
as to the timing and nature of those payments has not yet been
determined.
The
Company does not currently engage in any business activities that cu provide
immediate cash flow, and in pursuing business opportunities, using the
intellectual property and technology licensed from 1776729, we expect to incur
expenses without generating any material revenues for the foreseeable
future. The costs of investigating and analyzing possibilities for
business transactions from inception to June 4, 2010, and the costs of operating
the Company (including paying management, legal advisors, accounting and other
fees, and business development expenses) for the next 12 months, and beyond,
will be paid with money in our treasury or with additional amounts, as
necessary, to be loaned to or invested in us, by our stockholders, management or
other investors.
3
We
anticipate the need to raise funds to support our operations for the next 3
months. We have not
identified any sources of additional funding for our continued operations, nor
have we committed to a plan for funding if our current assets prove inadequate.
During the next 12 months we anticipate incurring costs related to:
•
pursuing business opportunities to obtain engagements from clients for the use
of our licensed technology;
•
preparing our financial statements and having them reviewed and audited;
and
•
preparing and filing of Exchange Act reports.
We
anticipate that we will be able to meet these costs through use of funds in our
treasury; additional amounts, if necessary, to be loaned by, or invested in us
by our stockholders, management or other investors.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of January 26, 2011, the number of shares of
Common Stock beneficially owned of record by executive officers, directors and
persons who hold 5% or more of the outstanding common stock of the
Company.
Beneficial Owner
|
Amount of Stock Owned
|
% Ownership
|
Lacey
Holdings
|
210,000,000
|
97.0%
|
2nd
Floor, 33Waterfront Drive,
|
||
PO
Box 3339, Road Town,
|
||
Tortola
, BVI
|
||
Luc
Duchesne
|
2,000,000
(1)
|
2.8%
|
132
Leo Avenue
|
2,500,000
(2)
|
2.3%
|
Sault
Ste Marie, Ontario
|
||
P6A
3V7 Canada
|
||
Robert
Cormier
|
2,000,000
(1)
|
2.8%
|
19
Coulson Avenue
|
2,500,000
(2)
|
2.3%
|
Sault
Ste Marie, ON
|
||
P6A
3X4 Canada
|
||
John
S. Wilkes
|
1,000,000
(1)
|
1.4%
|
141
Inglewood Dr
|
||
Toronto,
ON
|
||
M4T
1H6 Canada
|
____________________________________________________________
(1)
Options exercisable at $0.03. Exempted from the reverse stock split
reported in 5.07.
(2)
Shares registered to 1776729 Ontario Corporation a company owned in equal parts
by Mr. Duchesne and Mr. Cormier through companies, GSN Dreamworks Inc and R
& B Cormier Enterprises Inc, which they control, respectively. Such stocks
are exempted from the reverse stock split reported in 5.07.
4
The
Company entered into License Agreements with companies owned and operated by Mr.
Cormier and Mr. Duchesne and simultaneously into Consulting Agreements with
these same individuals. Mr. Duchesne serves as the President, Chief Executive
Officer, Treasurer, Chief Financial Officer and a Director of the
Company.
There are
no family relationships between any of the individuals serving as directors or
officers of the Company.
Option
plan
On
January 11, 2011, the Company adopted an option plan pursuant to which the total
number of Shares, which are, at any one time, reserved and set aside for
issuance under this Plan, and under all other management options outstanding,
and employee stock purchase plans, if any, shall not in the aggregate, exceed a
number of Shares equal to 7,000,000 shares. Such stocks are exempted
from the reverse stock split reported in 5.07.
Compensation
Committee Interlocks and Insider Participation
The
Company did not have a compensation committee in the fiscal year ended December
31, 2009, nor does it currently have one. During the fiscal year
ended December 31, 2010, our Board of Directors had no deliberations regarding
executive officer compensation.
Dividend
Policy
We have
not declared or paid any cash dividends on our common stock or preferred stock
and we do not intend to declare or pay any cash dividend in the foreseeable
future. The payment of dividends, if any, is within the discretion of the sole
director and will depend on the Company’s earnings, if any, its capital
requirements, and financial condition, and such other factors as the sole
director may consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
issuance of any of our common or preferred stock is within the discretion of our
board of directors, which has the power to issue any or all of our authorized
but unissued shares without stockholder approval.
5
Facilities
As of
January 18, 2010 we were renting a fully furnished office space in Sault Ste
Marie, Ontario on a month to month basis for $900 per month plus applicable
taxes. We will incur telephone and internet charges of roughly $300
per month plus applicable taxes.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.
There may
be conflicts of interest between our management and our non-management
stockholders.
Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management's personal financial interests and the fiduciary duty to
our stockholders. Further, our management's own financial interests may at some
point compromise their fiduciary duty to our stockholders. Luc Duchesne and
Robert Cormier, who are the Company’s sole officers and a majority of its
directors, continue to be involved in businesses that operate and commercialize
technologies that are similar or related to the Company’s, although those
businesses exploit and seek to exploit different applications and
opportunities. In addition, although it is anticipated that these
individuals will spend significant time and effort developing our business, it
is possible that they will be exposed to business or employment opportunities
that would conflict with the interests of the Company, or cause them to reduce
their efforts on the Company’s behalf or to entirely cease working with the
Company. If we and any other businesses with which our officers are
involved wish to take advantage of the same opportunity, then the officer and
director that is affiliated with both companies would abstain from voting upon
the opportunity.
Future
success is highly dependent on the ability of management to further develop and
implement a business plan, and secure customers.
The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our activities will depend on the
availability of finances, opportunities relating to carbon trading, offset and
reduction regimes, greenhouse gas emission reduction programs, government
regulations and economic conditions in the forestry and timber
industries. As we have no operating history or revenue and only
minimal assets, there is a risk that we will be unable to consummate a business
combination. The Company has had no recent operating history and no revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without realizing significant revenues for the foreseeable future, at least
until the market opportunities for the Company’s services and technology
develops and the demand for our services becomes more proven and regular. This
will likely result in our incurring net operating losses for the foreseeable
future. We cannot assure that our business will develop as hoped, or that it
will become profitable.
Our
business may have no revenues for the foreseeable future.
6
We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully develop an operating
business involving the use of the Lacey Holdings and the 1776729
licenses.
We may
issue more shares to raise additional capital, and permit the development of the
Company’s business.
As a
result, the shareholdings of current shareholders may be diluted. Our Articles
of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of
common stock. We may issue additional shares from time to time to raise the
capital that we anticipate will be required to further develop our
business. Any share issuance would be subject to compliance with
applicable securities laws and subject to that limitation, unless our Articles
of Incorporation are amended with approval of our stockholders. The Company’s
issuance of additional shares may be accomplished without stockholder
approval. This may result in substantial dilution in the percentage
of our common stock held by our then existing stockholders. Moreover, the common
stock issued from time to time may be valued on an arbitrary or non-arm’s-length
basis by our management, resulting in an additional reduction in the percentage
of common stock held by our then existing stockholders. Our Board of Directors
has the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued, dilution to the interests of our stockholders will
occur and the rights of the holders of common stock might be materially and
adversely affected.
There is
limited public market for our Common Stock, and we have never paid dividends on
our Common Stock.
There is
limited public trading market for our common stock and none is expected to
develop until our business develops further. Additionally, we have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy. Moreover, a significant number of unregistered
securities may not become traded. Pursuant to the Securities Act of 1933, as
amended (the “Securities Act”) and any other applicable securities laws or
regulations these restrictions will limit the ability of our stockholders to
liquidate their investment.
Carbon
trading may become obsolete.
Carbon
trading is a commercial activity that is regulated by specific jurisdictions or
can be voluntary. When regulated, governments compel polluters to
reduce their greenhouse gas emissions through technological improvements or
through the purchase of carbon offsets (carbon credits). It is an
identified risk factor that new legislation may arise in certain jurisdictions
that may render the Company’s business plan and knowledge obsolete with respect
to carbon credits. With respect to the voluntary trade of carbon credits, there
is a significant risk that certain voluntary purchasers of carbon credits may
elect to cease the purchase of carbon credits for various reasons that are
inherent to their business plans, or because of changing economic, political or
other conditions.
7
Limited
Operating History; Need for Additional Capital.
There is
no pertinent historical financial information about us upon which to base an
evaluation of our performance. Our assets and business have not yet generated
substantial or recurring revenues. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in
the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in
services. We will require additional financing to cover costs that we
expect to incur over the next twelve months. We believe that debt
financing will not be an alternative for funding our operations as we do not
have tangible assets to secure any debt financing. We anticipate that
additional funding will be in the form of equity financing from the sale of our
common stock or other securities. However, we cannot provide any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our plan of operations. In the absence of such
financing, we will not be able to continue and our business plan will
fail.
Section 3
– Securities and Trading Markets
Item 3.02
Unregistered Sales of Equity Securities.
In
addition to the shares issued to Mr. Duchesne and Mr. Cormier, as well as the
Options issued to each, 3,000,000 shares were issued to Mr. Gilles Trahan in
compensation for services rendered, and valued at $72,247.00. All
shares are issued as restricted securities and bear restrictive language on the
face of the issued certificate. Such stocks are exempted from the
reverse stock split reported in 5.07.
Section 5
– Corporate Governance and Management
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 29, 2010 Mr. John Wilkes was elected a director of the Company.
Subsequently Mr. Gilles Trahan resigned as officer and director of the Company.
Mr. Wilkes was then appointed the company’s President and Chief Executive
Officer.
Mr.
Wilkes (49) earned his C.A. designation with Price Waterhouse in Toronto,
Canada. Upon obtaining his designation he worked privately for a
brief period of time before joining Coopers & Lybrand in Toronto,
Canada. While there Mr. Wilkes focused on insolvency and Mergers and
Acquisitions. In the early ‘90’s Mr. Wilkes joined a junior investment bank
called Peagun Corporation where he spent most of his time evaluating
environmental technologies. Since 2005, Mr. Wilkes has been an
Independent Investment Management Professional, making private investments in
both private and public companies that, for the most part, have their core
business in the environmental space. Options expire December 31,
2012.
8
On
January 25, 2011, Mr. Duchesne and Mr. Cormier were appointed directors and
officers of the Company and Mr. Wilkes resigned his position of President and
CEO of the Company. Mr Wilkes remained as director. For
his services Mr. Wilkes was granted options for 1,000,000 common stocks of the
company, exempt of the reverse stock split reported in 5.07. Options
expire December 31, 2012.
Luc
Duchesne (50), for the past five years, has been President and CEO of Forest
BioProducts Inc, a consulting firm in forestry dealing with resource
development. Forest BioProducts is owned in majority by Grid Cloud Solutions,
Inc. (OTC:GRDC) a publicly trading technology and consulting company in the
renewable energy sector ,where Mr. Duchesne holds the positions of director and
Chief Technology Officer. He has also been president and CEO
of SITTM Technologies Inc, a private biodiesel technology and
brokerage firm; and of GSN Dreamworks Inc., a private research and development
firm involved in opportunities relating to carbon stocks and natural
resources.
From 2004
to 2006 Mr. Duchesne was fully engaged in forestry consulting, acting as CEO of
Forest BioProducts, providing various services to clients seeking economic
opportunities from the exploitation of non timber values from forest ecosystems
such as bioenergy, biomass, pharmaceuticals and nutraceuticals. These
activities were reduced to 20% of his time when he took the position of CEO of
SITTM Technologies Inc, in 2006. SITTM Technologies Inc is a
privately owned corporation involved in the manufacturing and sales of
biodiesel and value added products from fatty acid methyl esters. This took
up 60% of his time. He was president of GSN Dreamworks from 2006 continuing
until June 2010 when he became CEO of BioCarbon Systems
International. From June 2010 to December 2010 he was CEO and
director of Bio-Carbon Systems International Inc. GSN Dreamworks Inc.
is a privately owned Ontario company dedicated to research and development
mainly in the non timber value sector of forestry. He is currently
engaged in the full time management of the Company with an effort of at least 40
hours per week.
Mr.
Duchesne holds a PhD in plant biochemistry from the University of Guelph, a
M.Sc. in Forest Sciences from the University of Toronto (1985) and a B.Sc. in
Forest Engineering from Laval University (1983). He has authored
or co-authored 85 peer-reviewed scientific articles, book chapters or
books. He has developed algorithms and other knowledge relating to
carbon stocks and the assessment of the amount of carbon stock found in various
natural ecosystems. That intellectual property can be used to
validate carbon stocks in the context of carbon trading regimes. Mr.
Duchesne was appointed as a director of the Company in large part because of his
academic training with respect to forestry matters, his training and experience
in the forestry sector, his prior experience as an entrepreneur, and his
specific knowledge and understanding of the intellectual property to be
exploited by the Company and the business opportunities in which that technology
could be applied. Mr. Duchesne anticipates that over the next six
months he will devote approximately 160 hours per month to the business of the
Company.
Robert
Cormier (age 54) during the past five years has been President and Chief Pilot
of R&B Cormier Enterprises Inc., an Ontario corporation in operation since
1988 which occupied 95% of his time, and Remote Airborne Solutions Inc., an
Alberta corporation which occupied 5 % of his time and to which he currently
provides less than 1% of his time. From June 4, 2010 to December 23, 2010 he was
director and COO of Bio-Carbon Systems International Inc. Mr. Cormier
is a commercial pilot, research diver and forestry technologist. From
1982 to 1989, he was an owner and senior manager of a commercial trading house
with an international clientele. Prior to 1982, Mr. Cormier was a
full time pilot and held various management positions including Senior Line
Pilot and Chief Pilot, responsible for compliance with Transport Canada
requirements and corporate safety and governance protocols. Mr. Cormier has
also acted as a volunteer director to many nonprofit corporations such as the
Sault Ste. Marie Innovation Centre from 1999-2000. During his career,
he has worked and consulted on natural resource issues on all continents except
Australia/Antarctica. Mr. Cormier was appointed as a director of the
Company because of his experience in the forestry sector, and issues involved in
performing aerial surveys as well as his other field experience, his prior
experience as an entrepreneur, and his specific knowledge and understanding of
the intellectual property to be exploited by the Company and the business
opportunities in which that technology might be applied. Mr. Cormier
anticipates that over the next six months he will devote approximately 160 hours
per month to the business of the Company.
9
Compensatory
Arrangements
The
following reflects what the Company expects the compensation for Mr. Duchesne
and Mr. Cormier to be for the period ending December 31, 2011, and the amount of
time they expect to devote to the Company.
Employee
|
Base
cash
Compensation
|
Performance
Bonus
|
Time
dedicated to
Business
|
Luc
C. Duchesne
|
$120,000/year
|
$120,000
in common stocks
|
160
hrs per month
|
Robert
G. Cormier
|
$120,000/year
|
$120,000
in common stocks
|
160
hrs per month
|
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 4, 2010, the Company amended its Articles of Incorporation to change
its authorized share capital from 70,000,000 shares of common stock to
275,000,000 shares of common stock.
On
January 11, 2010, the Company amended its Articles of Incorporation and changed
its name from “Elemental Protective Coatings Corp” to “Bio-Carbon Solutions
International Inc.” and consolidated its issued capital on a ratio of 1 share
for every 9 shares held.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The
following matters were submitted for approval to the shareholders of the Company
on January 11, 2011, and the shareholders approved each of these matters as
presented to them by signing written consents by 97% of the Company's
shareholders:
1.
Election of Luc Duchesne and Robert Cormier as directors;
2. Change
of name of the Company from Elemental Protective Coatings Corp to Bio-Carbon
Solutions International Inc. and subsequent amendment of the Articles of
Incorporation; and
3.
Reverse stock split 9 to 1.
10
On
January 17, 2011, the Company implemented a 9-to-1 reverse stock split as
follows:
Prior to
reverse split 275,000,000 authorized shares by written consent of 97% of the
shares allowed to vote.
January
17, 2011, prior to stock reverse split
|
January
18, 2011, after stock reverse split
|
|
Authorized
capital
|
275,000,000
|
275,000,000
|
Issued
|
223,300,000
|
24,811,111
|
No other
matters were submitted to the shareholders of the Company for their approval
when the above matters were presented to the shareholders.
Section 9
– Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
10.1 License
Agreement with 1776729 Ontario Corporation
10.2 Carbon
Development Agreement with Basia Holdings, Inc.
Signature(s)
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 hereunto
duly authorized.
Bio-Carbon
Solutions International Inc.
|
|||
Date:
January 26, 2011
|
By:
|
/s/ Luc C. Duchesne | |
Name:
Luc C. Duchesne
|
|||
Title:
President and Chief Executive Officer
|
|||
11
The
information in this report and the exhibits hereto may contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such statements are made based on the
current beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. Actual results or events may
differ from those anticipated by forward-looking statements.
Exhibit
Index
Exhibit
No.
|
Description
|
10.1
|
License
Agreement with 1776729 Ontario Corporation
|
10.2
|
Carbon
Development Agreement with Basia Holdings,
Inc.
|
12