|
Note 11: Limited Liability Company
|
3 Months Ended |
|---|---|
|
Mar. 31, 2012
|
|
| Business Combination Disclosure [Text Block] |
Note
11: Limited Liability Company
On
September 20, 2010, the Company entered into a joint venture
agreement between the Company and Dr. Shulamit Ritblatt to
form Circle of Education, LLC (COE), a California limited
liability company, for the purpose of creation and
distribution of a curriculum to promote school readiness for
children ages 0-5 years. The Company obtained an
initial voting and economic interest of seventy-five percent
of the outstanding units of the newly formed company in
exchange for the contribution of all intellectual property
rights the Company had in the Circle of Education
program. Circle of Education, LLC was formed on
September 24, 2010.
The
Company consolidated the results for the twelve month period
ended December 31, 2011 with the results of
COE. As the Company had an economic interest of 75
percent of the total subsidiary for the twelve months ended
December 31, 2011, the Company recognized 100 percent of the
loss and recorded 25 percent of the loss, or $5,366, as
noncontrolling interest on the financial statements for the
twelve months ended December 31, 2011.
In
March 2012, the Company and Dr. Shulamit Ritblatt agreed to
terminate the joint venture agreement. COE
transferred equal right of ownership in the intellectual
property developed as of the date of termination
(“IP”) to each of the Company and Dr. Ritblatt,
and in exchange for the rights to the IP, Dr. Ritblatt
transferred her units of COE to the Company. Each
party has the right to continue development of the IP and
products based on the IP with no further obligation to the
other party. Subject to certain limitations for
specific channels of distribution reserved for each party for
a period of twelve months from the execution of the
agreements, both parties have non-exclusive and
non-restrictive rights to the use, sublicense or sale of the
IP and products created based on the IP.
On
May 2, 2012, the Board of Directors approved the cancellation
of the California Limited Liability Company. The
cancellation is pending approval by the California Secretary
of State.
|