KOKO PETROLEUM, INC. Okanagan Falls, B.C. VOH 1 RO
EXHIBIT
10.2
KOKO
PETROLEUM, INC.
000
Xxxxxxxx Xxxxxxxx Xxxx
Okanagan
Falls, B.C.
VOH
1
RO
May
05,
2006
Boomers'
Cultural Development, Inc.
0000
Xxxxxxxx Xxxx, #00000
White
Rock, B.C.
V5J
208
Dear
Sirs:
Re: Memorandum
of Understanding
to Acquire Assets (the "MOU")
This
MOU
sets out the general terms and conditions of the proposed acquisition between
Boomers' Cultural Development, Inc. (hereinafter referred to as ".Boomer")
and
KOKO Petroleum, Inc. (hereinafter referred to as "KOKO"). It is intended that
this MOU
set
out
the major
commercial
matters contemplated by the parties so they may know the general tetras of
the
formal comprehensive agreements to
be
executed by them. The parties agree to negotiate in
good
faith with a view of concluding the agreements that will
set
out
the
full
legal rights and obligations of the parties and be substantially upon the
following terms and conditions. This MOU is not to create legally binding
relationships.
| 1. |
Boomer is
a
Nevada Company listed, for trading on
the
NASDAQ OTC Bulletin Board
under the symbol "BCDT";
|
| 2. |
Boomer
has 45,500,000 shares outstanding of
which:
|
(a) 39,000,000
shares we restricted; and
(b) 6,500,000
shares we free-trading;
| 3. |
Boomer
is
trading
at approximately $1.50 per share;
|
| 4. |
KOKO
is a. Nevada Company which trades on the Pink Sheets, under the
symbol
"KKPT";
|
| 5. |
XXXX
has issued and outstanding shares of 60,285,398 of
which:
|
(a) 50,000,000
shares are restricted; and
(b) 10,285,398
shares are free-trading;
| 6. |
KOKO
is trading at approximately $1..00 per
share
|
| 7. |
XXXX
has interests ifl
the
Corsicana Fields Project, Barnet
Shale
Foration, McKinney, Xxxxxxxxx in.
Texas
as set out in
Schedule
"A" (hereinafter collectively referred to as the "Oil and Gas
Interests");
|
| 8. |
In regard
to
the Corsicana Field Project KOKO owes approximately
$150,000.00
(hereinafter referred to as the
"Debt");
|
| 9. |
(a) KOKO
would transfer its Oil and Gas Interest to Boomer and Boomer
shall
issue 1,500,000 restricted. shares
an
regard
to the Oil and Gas Interests;
|
| (a) |
Xxxxxx
agrees to pay $20,000.00 (USD) on closing and up to $80,000.00 (USD)
as
required by KOKO to be used for legal,
accounting
and administrative fees for
the purpose of listing on the NASDAQ OTC Bulletin Board on an as
needed
basis;
|
| (x) | Xxxxxx agrees that a nominee of XXXX would be appointed to the Boomer Board; and |
| (c) |
Xxxxxx
would assume the Debt, indemnify and save harmless KOKO from.
any
and all claims in regard to the Oil and. Gas Interests and all contracts
related thereto;
|
| 10. |
Closing
is subject to:
|
| (a) |
Completion
of due diligence by Boomer on or before May 15, 2006;
|
| (b) | Appropriate documentation with usual representations prepared and executed on or before May 21, 2006; and |
| (c) |
Shareholder
Resolution by XXXX by closing;
|
| 11. |
Closing
would occur on or before June 15, 2006;
and
|
| 12. |
Any
news releases in regard to the transaction must be approved by
KOKO andBoomer
which will not be unreasonably withheld. This offer shall be kept
confidential and no disclosure of the same shall be made without
mutual
consent, which shall not be unreasonably
wiftold.
|
If
the
foregoing correctly sets out your understand.in.g, please indicate your
acceptanceby signing
below
and faxing the executed copy to our offices on or before May 10, 2006 at which
date this MOU will be null and void. This MOU may be executed in
counterpart.
Sincerely
___________________________________________________
Per:
KOKO
Petroleum, Inc.
ACCEPTED
AND CONSENTED TO BY____________________________________ THIS___________ DAY
OF_____________________,
2006
BOOMERS'
CULTURAL DEVELOPMENT, INC.
PER:_______________________________________________________________
(Authorized
Signatory)
PEI:
_______________________________________________________________
(Authorized
Signatory)
