Attached files
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| EX-10.1 - Cosmos Holdings Inc. | v211869_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): February 17, 2011
Prime
Estates & Developments, Inc.
(Name of
registrant in our charter)
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Nevada
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333-162597
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27
0611758
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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IRS
I.D.
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200
South Wacker Drive, Suite 3100, Chicago, Illinois,
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60606
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(Address
of principal executive offices)
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(Zip
Code)
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Telephone: 312.674.4529
(address
and telephone number)
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
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
Co-operation Agreement (“Agreement”) was made and entered into this 17th day of
February 2011, by and between: “GreenEra Ltd.” a company duly
incorporated and existing under the laws of Cyprus Republic [“GreenEra”], and
“Prime Estates &
Developments Inc.” [“PMLT”] with respect to a land field in Novo
Aripuana, State of Amazonas, Brazil, with a total area of 60.000 ha. for
exclusive control, exclusive management and exclusive commercial exploitation
(which include initial evaluation, identification, registration, certification,
sale, transfer or assignment to any form or method) of:
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a)
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The
total amount of all kinds, nature and source of carbon credits, deriving
from the aforementioned Project;
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b)
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Any
business, relating to or arising from or resulting in the future to any
other, more specific nature, type and source, carbon credits, which will
be derived from the aforementioned Project, during the course of the
established agreement. Such business and commercial exploitation may
include, not restrictively, the planning, development and construction of
projects or undertaking in relation to water or other aquatic ecosystems,
recognition, registration, certification, negotiation, sale or transfer in
any manner or method, one or more units of any particular form, nature or
origin of carbon credits; and
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c)
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Any
other business activity of the Project, directly or indirectly relevant to
any kind, nature of origin carbon credits derived in the present or in the
future and from any specific element of the Project, such as forest or an
area of forest, soil, water, ecosystems, etc, provided that their
management and trading are environmentally and ecologically appropriate
and acceptable.
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Under the
Agreement:
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·
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GreenEra
transfers all its rights and obligations that derive from the attached
Licensing Agreement with the owner of the 60,000 ha property to
PMLT.
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·
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PMLT
undertakes the obligation to finance all needed expenses in order to issue
the carbon credits that can derive from the aforementioned property. Both
parties agree that the estimated cost of the carbon credits registration
and issuance cannot exceed the amount of $1,200,000. Also, PMLT becomes
the manager of the property and can develop plans for any other type of
exploitation of the estate.
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·
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PMLT
hires GreenEra to be the Developer concerning the carbon credit projects
that can derive from the 60,000 ha
property.
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·
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PMLT
will do the Due Diligence on the property’s titles and all other documents
of the property and in case that the Due Diligence is not successful, then
PMLT will have the right to cancel the
Agreement.
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Mr.
Panagiotis Drakopoulos, our Principal Executive Officer, is a principal
shareholder, but not an officer/director, of GreenEra
Ltd.
The
agreement is filed as an exhibit to this Form 8-K and should be referred to in
its entirety for complete information concerning this agreement.
Exhibits
10.1
Co-Operation Agreement
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:
February 17, 2011
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/s/ Panagiotis
Drakopoulos
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Panagiotis
Drakopoulos
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Principal
Executive Officer
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