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): March 15th , 2011
RAMOIL MANAGEMENT LTD.
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(Exact Name of Registrant as Specified in Charter)
WYOMING 033-12507-NY 13-3437732
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6475 PACIFIC COAST HWY., SUITE 365, LONG BEACH, CA 90803
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(Address of principal executive offices)
Registrant's telephone number, including area code:
323-952-3754
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:
[X] 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))
RAMOIL MANAGEMENT, LTD.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 15th , 2011 (the "Closing Date"), Ramoil Management, Ltd., acquired
Groupe Concorde Developments, Inc. which will be held as a wholly owned
subsidiary, operating with full autonomy. Groupe Concorde Developments will
remain a wholly owned subsidiary through an initial bridge financing phase and
until Groupe Concorde Developments can begin to execute and realize its business
plan and future revenues. Upon successful launch of the new Groupe Concorde
Developments camera into the market, Groupe Concorde Developments will be rolled
out or demerged as their own Public Company and Ramoil Management will retain
35% of the new Public Company Groupe Concorde Developments. With this completed,
all Ramoil Management shareholders will receive dividend shares in the new
public entity Groupe Concorde Developments, Inc.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On the Closing Date, pursuant to the terms of the Memorandum of Understanding
(MOU), Ramoil Management, Inc., acquired 100% of Groupe Concorde Developments,
Inc. on a temporary basis with the understanding that a full demerging and/or
roll-out will occur at which point Ramoil Management, Inc. will then retain 35%
of the new public company Groupe Concorde Developments, Inc. and the original
shareholders of Groupe Concorde Developments, Inc. will retain the other 65%.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DI
RECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
In accordance with the changes taking place with Ramoil Management, Inc. and the
acquisitions of Groupe Concorde Development, Inc., Mr. Alex Taranu was appointed
a Member of the Board of Directors of Ramoil Management, Ltd., in the position
of Director and shall also remain an Officer of the fully autonomous subsidiary
Groupe Concorde Development, Inc., as its President and Chief Executive Officer,
effective the date of this 8-K announcement.
ITEM 9.01 EXHIBITS.
(d) Exhibits.
Exhibit No. Description
10.1 Memorandum of Understanding by and between
Ramoil Management, Ltd. and Groupe Concorde
Developments, Inc..
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 hereunto duly authorized.
By: Michael J. Goeree
/s/ Michael J. Goeree
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Chief Executive Officer
Dated: April 27, 2011
Exhibit 10.1
MEMORANDUM OF UNDERSTANDING (MOU)
March 15th, 2011
Groupe Concorde Developments, Inc.
Attn: Alex Taranu
117 Ronald Road
Hollywood, FL 33023
USA
RE: STOCK PURCHASE AGREEMENT WITH FUTURE PLANNED PUBLIC ROLL OUT
THIS MEMORANDUM OF UNDERSTANDING ("MOU") made March 15th, 2011, by and
between Ramoil Management, Ltd. ("RAMO") a Wyoming Corporation, with the DBA and
soon to be renamed Enviro|Tech Capital, Ltd., whose address is 6475 Pacific
Coast Hwy., Ste. 365, Long Beach, CA 90803 and Groupe Concorde Developments,
Inc. ("GCD"), a Florida Corporation whose address presently is 117 Ronald Road,
Hollywood, FL 33023. Hereafter, RAMO and GCD are sometimes referred to herein
individually as a "Party" and collectively as the "Parties".
WITNESSETH:
WHEREAS, RAMO has agreed to merge GCD in as a wholly owned, autonomous
subsidiary for the sole purpose of creating short term bridge financing
utilizing RAMO.PK stock while executing a GCD Alternative Public Offering
("APO") and,
WHEREAS, GCD has agreed to do said merger and subsequent Alternative
Public Offering (APO) roll out at a later date and,
WHEREAS, Michael J. Goeree, owner of 51% or more shares and voting rights
of RAMO and also in his capacity and full fiduciary responsibility to RAMO's
shareholders agrees that the merger and APO with GCD is in the best interest of
both RAMO and its shareholders and,
WHEREAS, Alex Taranu, as Chairman and CEO of GCD has full Board of
Directors and Shareholders authority, of 51% or greater, has a ratified
resolution to execute said merger and APO with RAMO and,
WHEREAS, GCD agree to sell to RAMO, One Hundred Percent (100%) of GCD's
issued and outstanding shares for Three Million (3,000,000) shares of RAMO.PK to
be delivered as follows: One million shares by April 15th, 2011, one million
shares by May 15th, 2011 and one million shares by June 15th, 2011 and,
WHEREAS, RAMO agrees to allow GCD to continue to operate with 100%
autonomy as it is operating today, with Alex Taranu as its President, while it
utilizes the two million shares of RAMO.PK to realize a short term capital
injection or bridge financing for GCD and,
WHEREAS, RAMO, as quickly as possible will acquire a new Public
Company/Vehicle or file a 15c2-11 and S-1 Registration Statement on behalf of
GCD so that GCD can then demerge out as an independent company and RAMO will
continue to support GCD and hold 2 seats on its Board of Directors to help GCD
utilize its new public company to achieve its larger financing goals.
THEREFORE, the Parties hereby confirm their mutual desire to memorialize
these preliminary agreements and hereby express their intent to produce mutually
agreed Promissory Notes and Letters of Resignation as needed with respect to the
rights and obligations of each Party under the terms and conditions of this MOU
converting this document into the final Agreement, upon execution of
consideration by RAMO, if a final contract is not realized.
RECITALS
A. RAMO confirms its willingness to merge in GCD to execute both
bridge financing and APO.
B. GCD affirms its desire to execute a merger with RAMO with
subsequent APO.
C. Alex Taranu, personally and in his capacity as Chairman and CEO of
GCD, affirms his/their desire to execute a merger with RAMO and
subsequent APO..
D. GCD and RAMO both affirm that they have Fifty-One Percent (51%)
or more shareholders' consent to execute the merger and subsequent
APO.
NOW, THEREFORE, in consideration of their mutual promises and agreements, the
Parties have agreed:
1. RAMO CONTRIBUTION
Subject only to applicable SEC and FINRA approvals, RAMO will deliver GCD Three
Million (3,000,000) shares of RAMO.PK to be utilized to raise short tern bridge
financing for GCD. Further, RAMO will acquire another public company vehicle for
GCD to merge back out into as its own so GCD may realize its larger financing
needs. RAMO's will continue to support and partner with GCD to aid in its
financing efforts going forward.
2. GCD CONTRIBUTION
GCD will initially deliver One Hundred Percent (100%) of all issued and
outstanding shares to RAMO and merge in as a fully autonomous, wholly owned
subsidiary of RAMO while it utilizes the RAMO.PK shares for short tern bridge
financing, prior to rolling back out, on its own, in its own public company
vehicle supplied by RAMO.
3. COMPENSATION / PAYMENT
RAMO will initially retain 100% of GCD during the "Bridge Financing Phase",
prior to its roll-out as its own independent public company. Upon completion of
said roll-out, RAMO will retain Thirty-Five Percent (35%) of both the Preferred
Shares and Common Shares of the new public company. The balance of 65%, of the
new public company, will remain with GCD's original shareholders prior to this
agreement. Further, RAMO may appoint two
(2) members to the new Board of Directors, which will consist of 5 Board
Members, of the new public company post roll-out.
4.SHARE STRUCTURE OF NEW GCD PUBLIC COMPANY
The shares of the newly organized GCD Public Company will contain both Common
Shares, which are traded in the market and hold voting rights, along with
Preferred Shares which will carry both a "Super Voting Right" and "Dividend"
element to them. The "super Voting Rights" and "Dividend Amounts" will be
determined at a later date but within market norms.
5. VERIFICATION.
Either Party may require quarterly financial audits by an independent accounting
firm to verify the Promissory Note Payments Schedule.
6. RELATIONSHIP OF PARTIES.
The relationship of the parties will be that of temporary Parent Company and
Subsidiary only and shall be limited to the purposes herein described. GCD shall
be the temporary subsidiary, while RAMO shall operate as the administrator and
parent company. Nothing herein is intended to create or give rise to a general
or limited agency or partnership between the Parties. EACH PARTY SHALL CONTINUE
ITS SEPARATE BUSINESS FOR ITS SOLE AND EXCLUSIVE BENEFIT.
7. DEFINITIVE AGREEMENT - TERMINATION.
The Parties shall negotiate a permanent and full contract or agreement at a
later date if necessary. If so, at that time this agreement shall immediately
terminate and the full contract shall govern. Should this not happen, this MOU
will remain in force as the Agreement/Contract. Upon exchange of consideration
under this MOU, this MOU will be considered BINDING as Contract/Agreement.
8. FORCE MAJEURE.
ICC Publication #421 - Force Majeure is herby incorporated as an integral part
of this agreement.
9. APPLICABLE LAW.
This Agreement shall be governed and interpreted by the laws of the State of
Florida.
IN WITNESS WHEREOF, each Party has caused this MOU to be executed by its duly
authorized officer on the date first herein above written.
RAMOIL MANAGEMENT, LTD. GROUPR CONCORDE DEVELOPMENTS, INC.
(dba and soon to become:
Enviro|Tech Capital, Ltd.)
/s/ Michael J. Goeree /s/ Alex Taranu
______________________________ -----------------------
By: Michael Goeree By: Alex Taranu
Its: Chairman & CEO Its: Chairman & CEO
/s/ John Stickler
________________________________ _______________________
By: John Stickler By: John Stickler
Its: Witness Its: Witnes
