ANNUAL FILING REQUIREMENTS AGREEMENT FOR SERVICES
Exhibit
10
ANNUAL
FILING REQUIREMENTS
The
following constitutes an agreement (the “Agreement”), effective as of
August 14th , 2008 (the
“ Effective Date ”),
by Public Company Management Services, Inc. (“ PCMS ” )located at 0000 Xx
Xxxxxx Xxxx, Xxx Xxxxx, XX 00000, and the following company
(hereinafter referred to as the " Client "):
COMPANY:
|
Alaskan
Products Company
|
ADDRESS:
|
0000
Xxxxxxxxxx Xxx.
|
CITY/STATE/ZIP:
|
Fairbanks
Alaska. 99701
|
CONTACT
PERSON:
|
Xxx
Xxxxxxx
|
TELEPHONE:
|
000-000-0000
|
PCMS
hereby agrees to perform documentation compilation services selected by Client
from the date of trading commencement for the Client, and other supporting
documents and filings related to Client’s fully reporting status under the
Securities Exchange Act of 1934 (the “1934 Act”). Client will be
notified by PCMS the due date of each report selected. In
consideration of mutual promises made herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged by PCMS and
Client, both parties agree as follows:
1)
|
Duties of
PCMS: Items (a), (b), (c) and (d) below represent the
minimum filings and services required by the Securities and Exchange
Commission to maintain your Company’s compliance with established rules
and regulations. Please initial and date in the appropriate,
designated areas should you desire to have PCMS complete the required
documentations on your behalf.
|
a)
|
Form
10-KSB Development –
|
“Form
10-KSB Development” - the preparation and filing of all the required documents
with regards to the full registration under the 1934 Act with the SEC for
Client, which includes filing an annual report within 90 days of the fiscal year
end. Included under this subparagraph are the following
documents:
1)
|
Coordination
with accounting firm reviewing financial documentation for periods ending
fiscal year provided company is cleared for
trading;
|
2)
|
Preparation
of Form 10-KSB Registration Statement;
and
|
3)
|
Coordination
of the XXXXX Federal SEC Electronic
Submission.
|
b)
|
Form
10-QSB Development –
|
“Form
10-QSB Development” - the preparation and filing of all the required documents
with regards to the full registration under the 1934 Act with the SEC for Client
which includes filing quarterly reports within 45 days after the end of each of
the first three fiscal quarters. Included under this subparagraph are
the following documents:
1)
|
Form
10-QSB for the periods ending fiscal Quarters after filings are
effective.
|
2)
|
Coordination
of the XXXXX Federal SEC Electronic Submission;
and
|
c)
|
Form
13D/G and Forms 3, 4, and 5 Development
–
|
“Form 13
G and Forms 3, 4, & 5 Development” - the preparation and filing of all the
required documents with regards to the full registration under the 1934 Act with
the SEC for Client, which includes filing Form 13 G and Forms 3, 4, & 5
within 45 days after the end of the calendar year. Included under
this subparagraph are the following documents:
0000
Xx Xxxxxx Xxxx
|
Xxx
Xxxxx, XX 00000
|
702.222.9076
|
1
1)
|
Preparation
of Form 13 G – Statement of Beneficial Ownership of 5% or more (all
shareholders);
|
2)
|
Preparation
of Form 3 – Initial Statement of Beneficial Ownership for all shareholders
(if needed);
|
3)
|
Preparation
of Form 4 – Statement of Changes of Beneficial Ownership (if
needed);
|
4)
|
Preparation
of Form 5 – Annual Statement of Changes in Beneficial Ownership of 5% or
more (Officers and Directors);
and
|
5)
|
Coordination
of the XXXXX Federal SEC Electronic
Submission.
|
d)
|
Form
8K
|
On March
11, 2005, the Securities and Exchange Commission (SEC) adopted amendments to
Form 8-K, the Exchange Act form used by public companies to disclose important
corporate events on a current basis.
Compliance
with these amendments will be required as of August 23, 2005. These amendments
are responsive to the “real time issuer disclosure” mandate in Section 409 of
the Xxxxxxxx-Xxxxx Act of 2002.
Form 8-K
is the “current report” used to report material events or corporate changes that
have previously not been reported by the company in a quarterly report (Form
10-Q) or annual report (Form 10-K). These events or changes
include:
1)
Changes in Control of Registrant;
2)
Acquisition or Disposition of Assets;
3)
Bankruptcy or Receivership;
4)
Changes in Registrant’s Certifying Accountant;
5) Other
Events and Regulation FD Disclosure;
6)
Resignations of Registrant’s Directors;
7)
Financial Statements and Exhibits;
8) Change
in Fiscal Year;
9)
Regulation FD Disclosure;
10)
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the
Code of Ethics;
11)
Public notice of a pension fund blackout period; and
12)
Public announcement or release disclosing material non-public information
regarding the registrant’s results of operations or financial condition for a
completed quarterly or annual fiscal period.
Form 8-K
generally must be filed within 15 calendar days after the event or change has
occurred, although reports of any event specified in Item 4, 6, 10, or 12 must
be filed within 5 business days of the event’s occurrence. In addition, the
notice required by Item 11 must be filed on the same day the company transmits
notice of an impending blackout period to its directors and executive
officers.
Additional
Filing Requirements
e)
|
Prepare for filing by others a Form ID for each
officer and director of the Client upon receipt of the necessary
information. Upon receipt of authorization, prepare and file
Form ID for each 5% stockholder of the Client that is not an officer or
director
|
f)
|
Maintain Matrix of CIK, CCC, passwords and other
information necessary to prepare and file reports for each officer and
director of the
Client.
|
g)
|
Co-ordinate street name search for annual meeting of
stockholders.
|
h)
|
Prepare for filing by others Definitive Proxy
Materials on Schedule 14A or Definitive Information Statement on Schedule
14C for annual election of directors and approval of
auditors.
|
i)
|
Respond to comments, if any, received by the Client
from the SEC relating any of the
foregoing.
|
0000
Xx Xxxxxx Xxxx
|
Xxx
Xxxxx, XX 00000
|
702.222.9076
|
2
2.
|
Client to Provide
Information: Client agrees to provide PCMS with any
information and documents as may be requested by PCMS in connection with
the services to be performed for Client. Client shall be solely
responsible for the accuracy of the information and representations
contained in any documents to be prepared by PCMS on behalf of
Client. Any filings which receive “deficiency” or “comment”
notices from a regulatory agency due to insufficient, incorrect or
conflicting information supplied by Client to PCMS will be corrected, with
Client’s prior approval, by PCMS at a rate of $250 per comment letter
response.
|
General
Payment Terms: Please Initial: _____________; Please Date:
_____________
As
compensation for our professional services, PCMS will be paid a non-refundable
fee of Four Thousand US Dollars ($4,000)/monthly for the duration of the
contract.
{Client}
agrees to allow PCMS to automatically draft their account using {Client} credit
card #:
_________________________________
Date card Expires: _____________
Type: Amex,
MasterCard, Visa, Discover
Please
include card’s security code as found on back (3 or 4 digits)
________.
Card will
be charged on the _________ of each month.
Also, the
Company agrees to engage Public Company Management Services its Service
Providers, which involves seven hundred and fifty thousand shares (750,000) of
restricted stock with piggy back and demand registration
rights. Please
initial here to acknowledge your
consent. /s/ KF
3.
|
Other
Expenses: Client is responsible for obtaining its own
audited financial statement. PCMS’s compensation does not include any
direct filing or other fees required [i.e.”Edgarization” costs associated
with the 10-QSB, (normally $300 - $500) to be submitted with any
registration or filings], all of which must be paid directly by the
Client. Similarly, PCMS is not responsible for certain printing
or overnight mail costs. Client shall provide PCMS with an
overnight express or similar account number (FedEx, AirBorne Express, UPS,
DHL, etc…), which will be used by PCMS when sending any documentation,
related to Client’s contract with PCMS. If Client does not
provide PCMS with said overnight account number, PCMS will charge $30 per
overnight express package sent out by PCMS as related to Client’s contract
with PCMS. Client must issue checks in full payment of these fees, payable
to the appropriate payee, in the appropriate amount, and return the checks
to PCMS along with the executed
documents.
|
Any
fees associated with other state legal fees deemed appropriate and requiring
outside lawyers will be invoiced separately. Any Other filings requested are
extra and fees are based on a case by case basis.
4. TIMELY REVIEW BY
CLIENT: IF DOCUMENTS ARE NOT RETURNED TO PCMS, CORRECTLY EXECUTED AND WITH
PROPER PAYMENT AS INDICATED IN ITEM 3 HEREIN, WITHIN 21 DAYS OF SUBMISSION OF
SUCH DOCUMENTS TO THE CLIENT,
PCMS WILL NOT GUARANTEE THAT THE DOCUMENTS WILL BE ACCEPTED BY
PCMS OR RECEIVE PRORITY TREATMENT UPON THEIR RETURN. DOCUMENTS WHICH
ARE HELD BY THE CLIENT FOR 30 DAYS OR LONGER MAY REQUIRE REVISIONS WHICH WILL BE
BILLED TO THE CLIENT AT PCMS’S THEN CURRENT HOURLY RATE. FURTHERMORE, SOME STATE
AGENCIES DO NOT ACCEPT DOCUMENTS, WHICH HAVE BEEN SIGNED/NOTARIZED MORE THAN 30
DAYS PRIOR TO RECEIPT BY SUCH AGENCY OF SAID DOCUMENT. ANY DOCUMENT
THAT REQUIRES REVISION DUE TO THE CLIENT’S FAILURE TO RETURN THE AFOREMENTIONED
DOCUMENTS TO PCMS WITHIN THE TIMEFRAME FIRST INDICATED ABOVE WILL BE BILLED TO
THE CLIENT AT PCMS’S THEN CURRENT HOURLY RATE. FINALLY, ANY DOCUMENTS
WHICH ARE NOT RETURNED TO PCMS WITHIN 120 DAYS MAY, AT PCMS’S SOLE DISCRETION,
BE CONSIDERED NULL AND VOID, IN WHICH CASE FULL PAYMENT IS DUE PCMS PURSUANT TO
ITEM 3 HEREIN.
0000
Xx Xxxxxx Xxxx
|
Xxx
Xxxxx, XX 00000
|
702.222.9076
|
3
5. Certain
Circumstances: PCMS assumes no responsibility for any
occurrences beyond his control, including but not limited to Federal or state
filing backlogs or agency computer breakdowns, which may result in processing
delays. PCMS will use his best efforts to secure registration for
Client but cannot guarantee that any registration will be granted; however, in
the event that the failure to obtain a registration is directly attributable to
an error or oversight on the part of PCMS, PCMS will use his best efforts to
resolve the problem at no additional expense to Client. In no event
will PCMS be liable for actual, incidental, consequential, related or any other
type of damages, in any amount, attributable to such error or oversight on the
part of PCMS.
6. Indemnification: Client
hereby agrees to indemnify and hold harmless PCMS, his partners, employees,
agents, representatives, assigns, and controlling persons (and other officers,
directors, employees, agents, representatives, assigns and controlling persons)
from any and all losses, claims, damages, liabilities, costs, and expenses (and
all other actions, suits, proceedings, or claims in respect thereof) and any
legal or other expenses in giving testimony or furnishing documents in response
to a subpoena or otherwise (including, without limitation, the cost of
investigating, preparing or defending any such action, suit, proceeding, or
claim, whether or not in connection with any action, suit, proceeding or claim
for which it is a party), as and when incurred, directly or indirectly, caused
by, relating to, based upon or arising out of the services pursuant to this
agreement so long as PCMS has not committed intentional or willful misconduct,
nor acted with gross negligence, in connection with the services which form the
basis of the claim for indemnification. Client further agrees that
PCMS shall incur no liability on account of this agreement or any acts or
omissions arising out of or relating to this agreement except for such
intentional or willful misconduct. This paragraph shall survive the
expiration or termination of this agreement.
Please Initial: /s/ KF
________ Client also expressly indemnifies PCMS for any future liabilities,
either administrative, civil, or criminal related to the improper use by Client
or its assigns of any and all documentation that is provided to Client by PCMS
pursuant to this Agreement.
Please Initial: /s/ KF
________ Client hereby further agrees to
indemnify PCMS against any action, suit, claim or proceeding, whether civil,
criminal or administrative, and against any fine, cost, levy, expense, judgment
or award arising therefrom (collectively a “Claim”), in which PCMS may be
involved (whether as a witness or a party) as a result of any application or
document filed or processed by PCMS, on the Client’s behalf, which contains any
false or misleading statement or omission of material fact or which, other than
through gross negligence of PCMS, violates any statute, rule or order of any
Federal, state or self-regulatory authority. Client agrees that PCMS
shall have no responsibility to verify the accuracy or adequacy of any
statement, document, fact or information provided to PCMS by Client or Client’s
attorney, accountant, representative or agents.
7. Independent Contractor
Status: PCMS shall perform his services under this contract as
an independent contractor and not as an employee of Client or an affiliate
thereof. It is expressly understood and agreed to by the parties
hereto that PCMS shall have no authority to act for, or represent or bind Client
or any affiliate thereof in any manner, except as provided for expressly in this
Agreement or in writing by Client.
8. Additional
Services: Client understands and acknowledges by the
acceptance of this Agreement that any and all services outside the direct scope
of the documents listed in Section 1 above shall be billed to Client by PCMS at
PCMS’s then current hourly rates. Such services specifically include,
but are not limited to, services required as a result of Client’s strategic
reconfigurations of its registration subsequent to the execution of this
Agreement and subsequent to initial information provided to PCMS by
Client.
9. Late
Fees: Any invoice from PCMS not paid within thirty- (30) days
of such billing is subject to a 1.5% monthly interest charge. PCMS
reserves the right to use any and all means of collection available under
applicable law to collect any amount past due.
0000
Xx Xxxxxx Xxxx
|
Xxx
Xxxxx, XX 00000
|
702.222.9076
|
4
10. Amendment and
Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be
made.
11. Entire
Agreement: This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this
Agreement. The failure by PCMS to insist on strict performance of any
term or condition contained in this Agreement shall not be construed by Client
as a waiver, at any time, of any rights, remedies or indemnifications, all of
which shall remain in full force and effect from time of execution through
eternity.
12. Agreement
Binding: This Agreement shall be binding upon the heirs,
executors, administrators, successors and permitted assigns of the parties
hereto. Client shall not assign its rights or delegate its duties
under any term or condition set forth in this Agreement without the prior
written consent of PCMS.
13. Attorney
Fees: In the event an arbitration, mediation, suit or action
is brought by any party under this Agreement to enforce any of its terms, or in
any appeal therefrom, it is agreed that the prevailing party shall be entitled
to reasonable attorney fees to be fixed by the arbitrator, mediator, trial court
and/or appellate court.
14. Severability: If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision never comprised a part
hereof; and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Furthermore, in lieu of such illegal,
invalid and unenforceable provision, there shall be added automatically as part
of this Agreement a provision as similar in nature in its terms to such illegal,
invalid or unenforceable provision as may be legal, valid and
enforceable.
15. Governing
Law: This Agreement shall be governed by the laws of the State
of Nevada, and the venue for the resolution of any dispute arising thereof shall
be in Xxxxx County, State of Nevada.
16. Post-Registration
Responsibilities: Client understands and acknowledges by the
acceptance of this Agreement that all post-registration periodic or special
reports are the responsibility of the Client unless otherwise agreed to in
writing by PCMS.
IN WITNESS THEREOF, the
parties above have caused this Agreement to be duly executed, as of the day and
year set out below.
Public
Company Management Services
|
Public
Company Management Services
|
||||
By:
|
/s/
Xxxxxxx Xxxxx
|
03/25/2008
|
||
Xxxxxxx
Xxxxx
|
Date
|
Alaskan
Products Company
|
||||
By:
|
/s/
Xxx Xxxxxxx
|
03/25/2008
|
||
Date
|
0000
Xx Xxxxxx Xxxx
|
Xxx
Xxxxx, XX 00000
|
702.222.9076
|
5