carbon_credits-10q.htm

0001199835-09-000065.txt : 20090303 0001199835-09-000065.hdr.sgml : 20090303 20090303153820 ACCESSION NUMBER: 0001199835-09-000065 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20090131 FILED AS OF DATE: 20090303 DATE AS OF CHANGE: 20090303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBON CREDITS INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001443611 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 261240905 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53425 FILM NUMBER: 09651514 BUSINESS ADDRESS: STREET 1: 2300 E. SAHARA AVE. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89123 BUSINESS PHONE: 1-888-863-3423 MAIL ADDRESS: STREET 1: 2300 E. SAHARA AVE. STREET 2: SUITE 800 CITY: LAS VEGAS STATE: NV ZIP: 89123 10-Q 1 carbon_credits-10q.htm CARBON CREDITS INTERNATIONAL, INC. 10-Q carbon_credits-10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 000-53425

CARBON CREDITS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	3825	26-1240905
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

2300 E. Sahara Avenue, Suite 800, Las Vegas, Nevada USA 89102

(Address of principal executive offices) (Zip Code)

(888) 579-7771

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 20, 2009, there were 24,887,000 shares of Common Stock, $0.0001 par value.

CARBON CREDITS INTERNATIONAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

TABLE OF CONTENTS

	Index	Page Number

PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)	F-1

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5

ITEM 4T.	Controls and Procedures	5

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	6

ITEM 1A.	Risk Factors	6

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6

ITEM 3.	Defaults Upon Senior Securities	6

ITEM 4.	Submission of Matters to Vote of Security Holders	6

ITEM 5.	Other Information	6

ITEM 6.	Exhibits	6

SIGNATURES		6

CARBON CREDITS INTERNATIONAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

INDEX TO FINANCIAL STATEMENTS

	Page No.
Condensed Balance Sheets as of January 31, 2009 (Unaudited) and October 31, 2008 (Audited)	F-2

Condensed Statements of Operations for the Three Months Ended January 31, 2009 and 2008, and Cumulative from Inception (October 15, 2007) to January 31, 2009 (Unaudited)	F-3

Condensed Statements of Cash Flows for the Three Months Ended January 31, 2009 and 2008 and Cumulative from Inception (October 15, 2007) to January 31, 2009 (Unaudited)	F-4

Condensed notes to Financial Statements as of January 31, 2009 (Unaudited)	F-5

F-1

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS



	January 31,			October 31,
	2009			2008
				(AUDITED)
ASSETS

CURRENT ASSETS

Cash	$	40,857		$	75,223
Accounts receivable-affiliate					767
Prepaid expenses		754			1,410

Total current assets		41,611			77,400

EQUIPMENT

Computer, net of accumulated depreciation		1,978			2,182

OTHER ASSETS

Website development costs, net of accumalated amortization		6,530			7,124

Total other assets		6,530			7,124

Total assets	$	50,119		$	86,706



LIABILITIES AND STOCKHOLDERS' EQUITY /(DEFICIT)

CURRENT LIABILITIES

Accounts payable	$	1,250		$	1,096
Accrued liabilities		103,906			-
Shareholders' advances		36,752			72,196

Total current liabilities		141,908			73,292


STOCKHOLDERS' EQUITY /(DEFICIT)

Class A Convertible Preferred stock, $.0001 par value,
10,000,000 shares authorized, 8,000,000 issued and outstanding		800			800

Common stock, par value $.0001,100,000,000 shares
authorized, 24,887,000 shares issued and outstanding (2008)
24,781,000 shares issued and outstanding (2007)		2,489			2,478
Paid in capital		535,365			482,004
Stock subscriptions payable		8,472			15,180
Deficit accumulated during development stage		(638,915	)		(487,048	)

Total stockholders' equity/(deficit)		(91,789	)		13,414

Total liabilities & stockholders' equity/(deficit)	$	50,119		$	86,706



The accompanying notes are an integral part of these financial statements.

F-2

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)





							Cumulative
							from Inception
	Three Months			Three Months			(October 15, 2007)
	Ended			Ended			to
	January 31, 2009			January 31, 2008			January 31, 2009


REVENUES	$	1,145		$	-		$	1,912

EXPENSES
General and administrative:
Consulting fees		123,660			83,125			477,403
Other		28,721			15,943			162,593
Depreciation and amortization		798			-			1,070

Total expenses		153,179			99,068			641,066

OTHER INCOME-Interest		167			-			239

NET LOSS	$	(151,867	)	$	(99,068	)	$	(638,915	)

NET LOSS PER SHARE - BASIC	$	(0.01	)		*

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING - BASIC		24,871,413			24,607,685

* less than $(.01) per share









The accompanying notes are an integral part of these financial statements.

F-3

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(unaudited)


							Cumulative
							from
	Three Months			Three Months			Inception
	Ended			Ended			(October 15, 2007) to
	January 31, 2009			January 31, 2008			January 31, 2009

OPERATING ACTIVITIES
Net loss	$	(151,867	)	$	(99,068	)	$	(638,915	)
Adjustments to reconcile net loss to net
Cash used by operating activities:
Depreciation and amortization		798			-			1,070
Common stock issued issued at spin off		-			-			2,420
Common stock issued for services		-			-			800
Compensation considered as addition to capital		19,754			-			333,197

Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable-affiliate		767			(1,000	)		-
Increase in accounts payable		154						1,250
(Increase)/decrease in prepaid expenses		656			20,569			(754	)
Increase in accrued liabilities		103,906			58,205			103,906

Net cash used by operating activities		(25,832	)		(21,294	)		(197,026	)

INVESTING ACTIVITIES
Increase in deferred offering costs		-			(40,000	)		-
Website development costs		-			-			(7,124	)
Purchase of equipment		-			-			(2,454	)

Net cash used by investing activities					(40,000	)		(9,578	)

FINANCING ACTIVITIES
Proceeds from sale of common stock		18,438			48,999			187,057
Increase in shareholders' advances		6,066			114			104,129
Proceeds received in advance of stock subscriptions		8,472			-			23,652
Shareholder advances - repaid		(41,510	)		(867	)		(67,377	)

Net cash provided (used) by financing activities		(8,534	)		48,246			247,460

NET INCREASE/(DECREASE) IN CASH		(34,366	)		(13,048	)		40,857

CASH, BEGINNING OF PERIOD		75,223			43,934			-

CASH, END OF PERIOD	$	40,857		$	30,886		$	40,857



The accompanying notes are an integral part of these financial statements.

F-4

CARBON CREDITS INTERNATIONAL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

January 31, 2009

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of January 31, 2009, and the results of its operations and cash flows for the three months ended January 31, 2009 and 2008 have been made. Operating results for the three and nine months ended January 31, 2009 are not necessarily indicative of the results that may be expected for the year ended October 31, 2009.

These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s audited financial statements for the year ended October 31, 2008 included in Company’s Form 10-K. The Company follows the same accounting policies in the preparation of this interim report.

Going Concern

The Company has realized $1,912 of revenues since inception. As of January 31, 2009, the Company has an accumulated deficit of $638,915.

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Our ability to continue in existence is dependent on our ability to develop our business plan and to achieve profitable operations. Our business plan involves our pursuing additional product approvals such as that provided by United Laboratories, (UL) for all of the products we are licensed to sell or use. This will enable us to have a worldwide customer base from which we can ultimately obtain our potentially largest source of revenue, the sharing of energy savings on a long-term basis. Since we anticipate being unable to achieve profitable operations and/or adequate cash flows in the near term, we will have to continue to pursue additional equity financing through private placements of our common stock. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - INCOME TAXES

There was no current federal tax provision or benefit recorded for any period since inception, nor were there any recorded deferred income tax assets, as such amounts were completely offset by valuation allowances since there is no assurance of future taxable income.

NOTE 3 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

New Accounting Standards Not Yet Adopted

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.

F-5

CARBON CREDITS INTERNATIONAL, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

January 31, 2009

(UNAUDITED)

NOTE 3 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - continued

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.

NOTE 4 - EARNINGS PER SHARE

During the three months ended January 31, 2009 and 2008, our loss per share was ($.01) and less than ($.01), respectively, per share based on the weighted average number of shares outstanding during those periods of 24,871,413 and 24,607,685, respectively. There were no dilutive securities outstanding.

NOTE 5 - EQUITY TRANSACTIONS

During the three month period ended January 31, 2009, we received proceeds of $18,438 for 60,000 additional shares of common stock and reclassified the $15,180 received in advance in October 2008 for stock subscriptions dated in November and December 2008 as common stock issuances for 46,000 shares. In addition, we received $8,472 for future common stock issuances of 24,000, which issuances will be recorded upon receipt of the underlying stock subscription. Our Board of Directors approved the sale of 4,500,000 shares of our restricted common stock to unaffiliated non resident aliens for $0.33 per share on October 15, 2008, of which 266,000 shares have been issued through January 31, 2009.

NOTE 6 - SHAREHOLDER ADVANCES

Shareholder advances decreased by $35,444 during the 3 months ended January 31, 2009 representing additional advances of $6,066 and repayments of $41,510, whereas a net decrease for the period ended October 31, 2008 was $68,236 representing repayments of $867 and increases of $69,103.

NOTE 7 - WEBSITE DEVELOPMENT COSTS AND AMORTIZATION

Commencing November 1, 2008, we began amortizing website development costs ratably over a 3 year period. Accordingly, amortization for the three months ended January 31, 2009 was $594.

NOTE 8 - ACCRUED COMPENSATION

Effective December 15, 2008, compensation for our two officers/directors was increased from $150,000 for our president and $180,000 for our CFO for the 12 months ended October 15, 2009 to $210,000 each for the 12 month period ended December 15, 2009. Accordingly, the accrued compensation as of January 31, 2009 consists of accrued salary compensation of $93,750 and accrued benefits of $10,156. All accrued compensation of $19,754, which included accrued benefits of $1,931 for our CTO, who resigned as of December 11, 2008, was eliminated and treated as contributed capital as of that date.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the use of words like "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue," and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption "Risks Related to Our Business" in our annual report on Form 10-K for the fiscal year ended October 31, 2008. These forward looking statements are made only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-Q.

The following discussion contains forward-looking statements that are subject to significant risks and uncertainties. There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock.

OVERVIEW

The Company is a development stage company in the business of marketing electrical energy savings products.

PLAN OF OPERATION

The Company has limited operations since inception and is financially dependent on its shareholders, who have financed its existence to date.

The Company's plan of operation for the next twelve months is to raise sufficient capital to meet future working capital requirements and to continue to seek UL approval for its products so it can commence sales in North America.

DEVELOPMENT OF WORLDWIDE MARKETING AND SALES RIGHTS

Through an agreement dated July 25, 2008 with CRI, we hold the rights to market and sell worldwide, certain proprietary products. The cost of these products to us is on a mutually agreeable basis.

Initially, we will earn commissions on Asian sales of products until such time as we have retained our own sales personnel or distributors. After that, and in accordance with generally accepted accounting principles, we will report sales and cost of sales since the rights and obligations relating to such sales and cost of sales will be ours. We believe substantial sales will not occur until after UL approval is obtained for non-Asian markets.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

As initially forecasted, we have incurred operating losses since our inception, related primarily to general and administrative costs of which accrued consulting service costs for officers is the most significant item. During the current and comparative prior year quarter we had a net loss of $151,867 and $99,068, respectively. The Company has incurred cumulative losses of $638,915 since inception.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - continued

Also included in general and administrative expenses in the current and comparative quarters were the following:

	01/31/09		01/31/08

Office rentals including office in home for our two officers	$	7,540	$	1,127		(a)
Auditing services for the year ended October 31, 2008		11,250		-0-		(b)
Travel and meals		7,759		15,984		(c)
Other amounts		2,172		(1,168	)

Total general and administrative expense	$	28,721	$	15,943

(a)	During the current quarter each of the two officers/directors were paid $1,500 per month commencing December 1, 2008 for the use of their office in home which totaled $6,000.

(b)	Auditing services for the year ended October 31, 2007 were incurred and paid subsequent to the comparative quarter shown above.

(c)

Travel for the current quarter involved principally the one international trip and related travel expenses for Braverman International, P.C.’s personnel for attendance at the quarterly Board meeting in Bangkok, Thailand, in addition to travel between Thailand and Malaysia by our CEO to handle communications with CRI, whereas in the comparative quarter our SEC counsel and CFO traveled to Kuala Lumpur, Malaysia to facilitate and structure the Company’s operations.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our operations principally from private placement financing since we have had limited revenues since inception. We have suffered recurring losses from operations and have a working capital deficiency (current assets less current liabilities) of $100,297 as of January 31, 2009. Our capital requirements are becoming more significant as we move forward in time and develop our business plan.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

In order to develop our business plan in the near term, we anticipate that we will require approximately $500,000 through additional financing by way of private placements, such as we have done in the past, for general and administrative expenses, including consulting fees, UL approval, the establishment of marketing and sales efforts in Asia and elsewhere, and the cost to acquire inventory and related technical personnel to support these efforts.

To provide the capital to enable us to proceed with purchasing CRI products and placing them with customers under the ESPC (Energy Savings Performance Contract) concept (whereby we receive a portion of the monthly energy savings enjoyed by our customers on products we own and they use over a 10 year period) we will require up to $3,000,000.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures as of January 31, 2009. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2009. During the quarter ending on January 31, 2009, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
4.1	Consulting Agreement dated December 15, 2008 - Hans Schulte
4.2	Consulting Agreement dated December 15, 2008 - Ivan Braverman
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer

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.

	CARBON CREDITS INTERNATIONAL, INC.

Date: March 3, 2009	By:	/s/ Han J Schulte
		Han J Schulte
		President and Principal Executive Officer

Date: March 3, 2009	By:	/s/ Ivan Braverman
		Ivan Braverman
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-4.1 2 exhibit_4-1.htm CONSULTING AGREEMENT DATED DECEMBER 15, 2008 - HANS SCHULTE exhibit_4-1.htm

Exhibit 4.1

CONSULTING AGREEMENT

This AGREEMENT effective as of December 15, 2008 between Carbon Credits International, Inc., a Nevada corporation located in Las Vegas, Nevada (the Company), and CARBON REDUCER INDUSTRIES, LTD, a THAILAND corporation whose address is 10th floor, Fenix Tower, 571 Sukhumvit sot 31, Sukhumvit Rd. Klongton-nua Subdistrict, Wattana District, Bangkok Metropolis, (the Executive, or Employee).

W I T N E S S E T H:

WHEREAS, the Company desires that Executive serve as the Companys Chief Executive Officer/President; and

WHEREAS, in order to induce Executive to agree to serve in such capacity, the Company hereby offers Executive certain compensation and benefits of employment, as described herein.

WHEREAS, Executive is willing to serve in this position on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein, the Company and Executive hereby agree as follows:

1.	Employment

The Company hereby agrees to employ Executive and Executive hereby agrees to be employed upon the terms and conditions hereinafter set forth.

2.	Nature of Employment

During the term of this Agreement, Executive shall serve as Chief Executive Officer/President and Director of the Corporation and shall have such responsibilities and authority consistent with such positions as may be reasonably assigned to him by the Board. Executive shall devote his required time and attention and best efforts to perform successfully his duties and advance the Companys interests. Employee shall abide by the Companys policies, procedures, and practices, as they may exist from time to time. Executive shall be responsible to the Board, rendering the services and performing the duties prescribed by the Board

The Executive shall be employed at the Companys office in Las Vegas, Nevada, and his principal duties shall be performed primarily in Samui, Thailand, except for business trips reasonable in number and duration.

Term

The employment of the Executive hereunder shall begin on the date hereof and shall continue in full force and effect for a period of three (3) years, and thereafter shall be automatically renewed for successive one-year periods unless the Company gives the Executive written notice of termination within six (6) months prior to the end of any such period or until the occurrence of a Termination Date, as defined in Section 6 (the "Term").

4.	Compensation

4.1	As compensation for the Executives services during the Term, the Company shall pay the Executive an annual base salary at the rate of TWO HUNDRED TEN THOUSAND ($210,000) for the first full year and shall increase by $60,000 for each of the remaining two years, payable in accordance with the Companys reasonable policies, procedures, and practices, as they may exist from time to time. Prior to the end of each year during the Term, the Compensation Committee of the Company shall undertake an evaluation of the services of the Executive during the year then ended in accordance with the Companys compensation program at the date hereof (the Program). The Company shall consider the performance of the Executive, his contribution to the success of the Company and entities under common control with the Company (collectively, Affiliates), and other factors and shall fix an annual base salary to be paid to the Executive during the ensuing year.

4.2	Notwithstanding the foregoing, the Company may change the Program from time to time or institute a successor to the Program, but the Executives annual base salary shall in no event be less than his annual base salary in effect on the date of change, adjusted regularly to reflect increases in the cost of living and comparable compensation for like positions.

4.3	The executive shall participate in the Company incentive compensation programs in accordance with the following subparagraphs (i) and (ii):

(i)

Incentive Plan - The executive shall be covered by the cash bonus plan and shall be afforded the opportunity thereunder to receive a target award of 25% of annual base salary payable in cash and a target award of 25% of annual base salary payable in Company Common Stock or options below, to be awarded upon the achievement of reasonable performance goals; provided that the Company may from time to time change the Program or institute a successor to the Program, so long as the Executive continues to be eligible to receive bonus awards of percentages of annual base salary in amounts at least equal to those specified as in effect on the date hereof.

(ii)

Stock Option Plan - Executive shall be entitled to participate in the Companys stock option plan when implimented. In accordance with this plan the Board may from time to time, but without any obligation to do so, grant stock options to the Executive upon such terms and conditions as the Board shall determine in its sole discretion. If the Company no longer has a class of stock publicly-traded by reason of a Change in Control of the Company, as defined in Section 6.3, the Companys obligation under this Section 4.3 will be satisfied through options granted by the issuer with public stock then in control of the Company.

4.4

If the Executive is prevented by disability, for a period of six consecutive months, from continuing fully to perform his obligations hereunder, the Executive shall perform his obligations hereunder to the extent he is able and after six months the Company may reduce his annual base salary to reflect the extent of the disability; provided that in no event may such rate, when added to payments received by him under any disability or qualified retirement or pension plan to which the Company, Affiliate, or Executive contributes or has contributed, be less than $75,000. If there should be a dispute about the Executives disability, disability shall be determined by the Board of Directors of the Company based upon a report from a physician, reasonably acceptable to the Executive, who shall have examined the Executive. If the Executive claims disability, the Executive agrees to submit to a physical examination at any reasonable time or times by a qualified physician designated by the Chairman of Board of the Company and reasonably acceptable to the Executive. Notwithstanding any provision in this Section, the Company shall not be obligated to make any payments to Executive on account of disability after the expiration of this Agreement.

5.	Executive Benefits

	The Executive shall be entitled to participate in all employee pension benefit plans, all employee welfare benefit plans (each as defined in the Employee Retirement Income Security Act of 1974) and all pay practices and other compensation arrangements maintained by the Company, on a basis at least as advantageous to the Executive as the basis on which other executive employees of the Company are eligible to participate and on a basis at least as advantageous to the Executive as the basis on which he participates therein on the date hereof. Executive shall, during the term of his employment hereunder, continue to be provided with such benefits at a level at least equivalent to the initial benefits provided or to be provided hereunder. Without limiting the generality of the foregoing, the Executive shall be entitled to the following employee benefits (collectively, with the benefits contemplated by this Section 5, the Benefits):

5.1	The Executive and Executives dependents shall participate, at their option in any medical insurance plans and programs comparable in scope to the coverage afforded on the date hereof, with only such contribution by the Executive toward the cost of such insurance as may be required from time to time from other executive officers of the Company. If a Change in Control of the Company, as defined in Section 6.3, shall have occurred, the Company may not change the carriers providing medical insurance immediately before the change without the consent of the Executive, which consent will not be unreasonably withheld.

5.2	Life Insurance. Executive shall be entitled to group term life insurance coverage of an amount equal to no less than $500,000, all premiums being paid by the Company.

5.3	Long-Term Disability Insurance. The Company shall maintain in effect long term disability insurance providing Executive in the event of his disability (as defined in Section 4.4 hereof) with compensation annually equal to at least $180,000.

5.4	The Executive shall be entitled to paid time off (PTO) of no less than thirty nine (39) days each year. Such PTO shall be accrued and taken in accordance with the Companys policies and practices, as they may exist from time to time.

5.5	The Company shall reimburse the Executive from time to time for the reasonable expenses incurred by the Executive in connection with the performance of his obligations hereunder.

5.6	During such times as the Company is eligible and financially qualified to obtain the same, the Company shall maintain directors and officers liability insurance applicable to the Executive in amounts established by the Board of Directors.

Notwithstanding the foregoing, the Company may from time to time change or substitute a plan or program under which one or more of the Benefits are provided to the Executive, provided that the Company first obtains the written consent of the Executive, which the Executive agrees not unreasonably to withhold, taking into account his personal situation.

6.	Termination Date; Consequences for Compensation and Benefits

6.1	Definition of Termination Date. The first to occur of the following events shall be the Termination Date:

6.1.1	The date on which the Executive becomes entitled to receive long-term disability payments by reason of total and permanent disability;

6.1.2	The Executives death;

6.1.3	Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in the responsibility, authority, power or duty of the Executive or a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (Resignation with Reason);

6.1.4	Voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (General Resignation);

6.1.5	Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:

(i)	a felonious act committed by Executive during his employment hereunder,

(ii)	any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder,

(iii)

any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Board to the Employee setting forth the nature of the breach (Discharge for Cause);

For purposes of this subparagraph (6.1.5), no act or failure to act on the Executives part shall be considered willful unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executives action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board of the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof in detail.

6.1.6

Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 (General Discharge).

For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.

6.1	Consequences for Compensation and Benefits

(a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay compensation to the Executive through the Termination Date and shall pay to the Executive all Benefits accrued through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the Benefits were accrued.

(b) If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (i) all stock options held by the Executive shall become immediately exercisable and shall remain exercisable for three (3) years after the Termination Date, (ii) the Company shall continue the health coverage contemplated by Section 5.1 for a period of two (2) years thereafter, (iii) the Company shall engage for the Executive, at the Companys expense, outplacement services appropriate to the Executives position, for up to twelve months after the Termination Date, and (iv) the Executive shall be entitled to receive, within 60 days after the Termination Date, the amount set forth in Section 6.2.1.

6.2.1	The Executives annual base salary at the Termination Date plus the target bonus for the year in which the Termination Date occurs, multiplied by two (2) (i.e., 2 times base salary plus target bonus).

6.3	Change in Control.

	In the event of the occurrence of a Change in Control (as defined below), this Agreement may be terminated by Executive upon the occurrence thereafter of one or more of the following events:

	1) Termination by Executive of his employment with the Company may be made within two (2) years after a Change in Control and upon the occurrence of any of the following events:

(a.) A significant adverse change in the nature or scope of the Executives authorities, powers, functions, responsibilities or duties as a result of the Change in Control, a reduction in the aggregate of Executives existing base salary and existing Incentive Plan received from the Company, or termination of Executives rights to any existing Executive Benefit to which he was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of Executive;

(b.) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets (by liquidation, merger, consolidation, reorganization or otherwise) unless the successor or successors to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 12.5 hereof; or

(c.) The Company shall relocate its principal executive offices or require Executive to have as his principal location of work any location which is in excess of 50 miles from the location thereof immediately prior to the relocation date or to travel from his office in the course of discharging his responsibilities or duties hereunder more than thirty (30) consecutive calendar days or an aggregate of more than ninety (90) calendar days in any consecutive 365-calendar day period without in either case his prior consent.

(d.) Failure to elect or re-elect Executive, or removal of Executive, as a director of the Company (or any successor thereto), if Executive shall have been a director of the Company immediately prior to the Change in Control, or the office of the Company which Executive held immediately prior to a Change in Control; however, in a Change in Control as a result of merger or acquisition, it is understood by the parties that the entire Board of Directors of the Company may be dissolved and this Paragraph 6.3(1)(d) will not apply in such case.

	2) Subsequent to a change in control of the Company, the failure by the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 12.5 hereof or otherwise; or

	3) Subsequent to a Change in Control of the Company, any purported termination of Executives employment that is not effected pursuant to a Notice of Termination satisfying the requirement of Section 6.1.5 hereof.

6.3.1

A Change in Control of the Company shall occur upon the first to occur of the date when (a) a person or group beneficially owns (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company (b) there occurs a sale of all or substantially all of the business and/or assets of the Company or (c) persons who were Directors of the Company on October 17, 2007 no longer constitute a majority of the Board of Directors of the Company.

6.3.2	If a Change in Control of the Company shall have occurred within six (6) months prior to the Termination Date or the Executive terminates this Agreement under Section 6.3 the Executive will be entitled to receive, within 60 days after the Termination Date, the Executives annual base salary at the Termination Date plus the target bonus for the year in which the Termination Date occurs multiplied by four (4) (i.e., 4 times base salary plus target bonus), all stock options held by the Executive shall become immediately exercisable and shall remain exercisable for three (3) years after the Termination Date. The Company shall continue the health coverage contemplated by Section 5.1 for a period of two (2) years thereafter.

6.4	Liquidated Damages: No Duty to Mitigate Damages. The amounts payable pursuant to Sections 6.2 and 6.3 shall be deemed liquidated damages for the early termination of this Agreement and shall be paid to the Executive regardless of any income the Executive may receive from any other employer, and the Executive shall have no duty of any kind to seek employment from any other employer during the balance of the Term.

7.	Indemnification

To the fullest extent permitted by law, the Company shall indemnify the Executive and hold him harmless from and against all loss, cost, liability and expense (including reasonable attorneys fees) arising from the Executives service to the Company or any Affiliate, whether as officer, director, employee, fiduciary of any employee benefit plan or otherwise.

8.	Agreement Not to Compete

The Executive agrees that, while serving as an Executive of the Company, he will not, without the written consent of the Chairman of the Board of the Company, serve as an employee or director of any business entity other than the Company and its Affiliates, but may serve as a director of a reasonable number of not-for-profit corporations and may devote a reasonable amount of time to charitable and community service. For the period beginning on the Termination Date and continuing for the number of year specified below, the Executive shall not engage, directly or indirectly in any business competitive with that of the Company:

Termination Benefit	Period

Amount set forth in Section 6.2.1	1.0	Year

Amount set forth in Section 6.3.2	1.5	Years

Neither the amount set forth in Section 6.2.1 nor the amount set forth in Section 6.3.2	1.0	Year

9.	Agreement Not to Solicit

For one year following any Termination Date, regardless of the reason, the Executive shall not solicit any employee of the Company or an Affiliate to leave such employment and to provide services to the Executive or any business entity by which the Executive is employed or in which the Executive has a material financial interest. Soliciting a former employee of the Company and its Affiliates to provide such services shall not be a violation of this Agreement.

10.	Confidential Information

Unless the Executive shall first secure consent of the Company, the Executive shall not disclose or use, either during or after the Term for a period of five (5) years, any secret or confidential information of the Company or any Affiliate, whether or not developed by the Executive, except as required by his duties to the Company or the Affiliate.

Executive will sign a Employee Confidentiality, Inventions, and Non-Competition Agreement, which shall control over this Agreement (except for Section 8 of this Agreement) if any conflict exists between it and this Agreement .

11.	Arbitration

Any dispute or differences concerning any provision of this Agreement which cannot be settled by mutual accord between the parties shall be settled by arbitration in Las Vegas, Nevada in accordance with the rules then in effect of the American Arbitration Association, except as otherwise provided herein. The dispute or differences shall be referred to a single arbitrator, if the parties agree upon one, or otherwise to three arbitrators, one to be appointed by each party and a third arbitrator to be appointed by the first named arbitrators; and if either party shall refuse or neglect to appoint an arbitrator within 30 days after the other party shall have appointed an arbitrator and shall have served a written notice upon the first mentioned party requiring such party to make such appointment, then the arbitrator first appointed shall, at the request of the party appointing him, proceed to hear and determine the matters in difference as if he were a single arbitrator appointed by both parties for the purpose, and the award or determination which shall be made by the arbitrator shall be final and binding upon the parties hereto. The arbitrator or arbitrators shall each have not less than five (5) years experience in dealing with the subject matter of the dispute or differences to be arbitrated. Any award maybe enforced in any court of competent jurisdiction. The expenses of any such arbitration shall be paid by the non-prevailing party, as determined by the final order of the arbitrators.

12.	Miscellaneous

12.1	Notices

All notices in connection with this Agreement shall be in writing and sent by postage prepaid first class mail, courier, or telefax, and if relating to default or termination, by certified mail, return receipt requested, addressed to each party at the address indicated below:

If to the Company:

Ivan Braverman, Chief Financial Officer

Carbon Credits International, Inc.

3200 W. Sahara Avenue,

Suite 800, Las Vegas, Nevada 89102

Attn: Chief Financial Officer

Copy To:

Hans J. Schulte

CARBON REDUCER INDUSTRIES, SDN.BHD

10th floor, Fenix Tower, 571 Sukhumvit sot 31, Sukhumvit Rd. Klongton-nua Subdistrict, Wattana District, Bangkok Metropolis

Or to such other address as the addressee shall last have designated by notice to the communicating party. The date of giving of any notice shall be the date of actual receipt.

12.2	Governing Law

This Agreement shall be deemed a contract made and performed in the State of Nevada, and shall be governed by the internal and substantive laws of Nevada.

12.3	Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or in the interpretation in any other jurisdiction; however, such provision shall be deemed amended to conform to applicable laws and to accomplish the intentions of the parties.

12.4	Entire Agreement; Amendment

This Agreement constitutes the entire agreement of the parties and may be altered or amended or any provision hereof waived only by an agreement in writing signed by the party against whom enforcement of any alteration, amendment, or waiver is sought. No waiver by a party of any breach of this Agreement shall be considered as a waiver of any subsequent breach.

12.5	Successors and Assigns

12.5.1	The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive terminated his employment for Change of Control. As used in this Section 12.5.1, Company shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the Agreement provided for in this Section 12.5.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

12.5.2	This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors and assigns, except that Executive may not assign any of his rights or delegate any of his duties without the prior written consent of the Company.

12.6	Assignability

Neither this Agreement nor any benefits payable to the Executive hereunder shall be assigned, pledged, anticipated, or otherwise alienated by the Executive, or subject to attachment or other legal process by any creditor of the Executive, and notwithstanding any attempted assignment, pledge, anticipation, alienation, attachment, or other legal process, any benefit payable to the Executive hereunder shall be paid only to the Executive or his estate.

IN WITNESSES WHEREOF, the Company and its Chief Financial Officer hereunto duly authorized, and the Employee have signed and sealed this Agreement as of the date first written above.

Carbon Credits International, Inc.		Executive Carbon Reducer Industries LTD

By:	/s/ Ivan Braverman	By	/s/ Hans J. Schulte

Name:	Ivan Braverman	Name:	Hans J. Schulte

Title:	Chief Financial Officer	Title:	Director

Date:	December 15, 2008	Date:	December 15, 2008

EX-4.2 3 exhibit_4-2.htm CONSULTING AGREEMENT DATED DECEMBER 15, 2008 - IVAN BRAVERMAN exhibit_4-2.htm

Exhibit 4.2

CONSULTING AGREEMENT

This AGREEMENT dated as of December 15, 2008 between Carbon Credits International, Inc., a Nevada corporation located in Las Vegas, Nevada (the Company), and BRAVERMAN INTERNATIONAL, P.C., a Colorado corporation located at 1255 McDonald Drive, Prescott, Arizona (the Executive, or Employee).

W I T N E S S E T H:

WHEREAS, the Company desires that Executive serve as the Companys Chief Financial Officer; and

WHEREAS, in order to induce Executive to agree to serve in such capacity, the Company hereby offers Executive certain compensation and benefits of retention, as described herein.

WHEREAS, Executive is willing to serve in this position on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein, the Company and Executive hereby agree as follows:

Retention

The Company hereby agrees to employ Executive and Executive hereby agrees to be retained upon the terms and conditions hereinafter set forth.

2.	Nature of Retention

During the term of this Agreement, Executive shall serve as Chief Financial Officer, and as a member of the Companys Board of Directors (the Board) and shall have such responsibilities and authority consistent with such positions as may be reasonably assigned to him by the Board. Executive shall devote his required time and attention and best efforts to perform successfully his duties and advance the Companys interests. Employee shall abide by the Companys policies, procedures, and practices, as they may exist from time to time. Executive shall be responsible to the Board, rendering the services and performing the duties prescribed by the Board

The Executive shall be retained at the Companys office in Las Vegas, Nevada, and his principal duties shall be performed primarily in Prescott, Arizona, except for business trips reasonable in number and duration.

Term

The retention of the Executive hereunder shall begin on the date hereof and shall continue in full force and effect for a period of three (3) years, and thereafter shall be automatically renewed for successive one-year periods unless the Company gives the Executive written notice of termination within six (6) months prior to the end of any such period or until the occurrence of a Termination Date, as defined in Section 6 (the "Term").

4.	Compensation

4.1	As compensation for the Executives services during the Term, the Company shall pay the Executive an annual base salary at the rate of TWO HUNDRED TEN THOUSAND Dollars ($210,000) for the first full year and shall increase by $60,000 for each of the remaining two years, payable in accordance with the Companys reasonable policies, procedures, and practices, as they may exist from time to time. Prior to the end of each year during the Term, the Compensation Committee of the Company shall undertake an evaluation of the services of the Executive during the year then ended in accordance with the Companys compensation program at the date hereof (the Program). The Company shall consider the performance of the Executive, his contribution to the success of the Company and entities under common control with the Company (collectively, Affiliates), and other factors and shall fix an annual base salary to be paid to the Executive during the ensuing year.

4.2	Notwithstanding the foregoing, the Company may change the Program from time to time or institute a successor to the Program, but the Executives annual base salary shall in no event be less than his annual base salary in effect on the date of change, adjusted regularly to reflect increases in the cost of living and comparable compensation for like positions.

4.3	The executive shall participate in the Company incentive compensation programs in accordance with the following subparagraphs (i) and (ii):

(i)

(ii)

Stock Option Plan - Executive shall be entitled to participate in the Companys stock option plan when implemented. In accordance with this plan the Board may from time to time, but without any obligation to do so, grant stock options to the Executive upon such terms and conditions as the Board shall determine in its sole discretion. If the Company no longer has a class of stock publicly-traded by reason of a Change in Control of the Company, as defined in Section 6.3, the Companys obligation under this Section 4.3 will be satisfied through options granted by the issuer with public stock then in control of the Company.

4.4

5.	Executive Benefits

	The Executive shall be entitled to participate in all employee pension benefit plans, all employee welfare benefit plans (each as defined in the Employee Retirement Income Security Act of 1974) and all pay practices and other compensation arrangements maintained by the Company, on a basis at least as advantageous to the Executive as the basis on which other executive employees of the Company are eligible to participate and on a basis at least as advantageous to the Executive as the basis on which he participates therein on the date hereof. Executive shall, during the term of his retention hereunder, continue to be provided with such benefits at a level at least equivalent to the initial benefits provided or to be provided hereunder. Without limiting the generality of the foregoing, the Executive shall be entitled to the following employee benefits (collectively, with the benefits contemplated by this Section 5, the Benefits):

5.1	The Executive and Executives dependents shall participate, at their option in any medical insurance plans and programs comparable in scope to the coverage afforded on the date hereof, with only such contribution by the Executive toward the cost of such insurance as may be required from time to time from other executive officers of the Company. If a Change in Control of the Company, as defined in Section 6.3, shall have occurred, the Company may not change the carriers providing medical insurance immediately before the change without the consent of the Executive, which consent will not be unreasonably withheld.

5.2	Life Insurance. Executive shall be entitled to group term life insurance coverage of an amount equal to no less than $500,000, all premiums being paid by the Company.

5.3	Long-Term Disability Insurance. The Company shall maintain in effect long term disability insurance providing Executive in the event of his disability (as defined in Section 4.4 hereof) with compensation annually equal to at least $120,000.

5.4	The Executive shall be entitled to paid time off (PTO) of no less than thirty nine (39) days each year. Such PTO shall be accrued and taken in accordance with the Companys policies and practices, as they may exist from time to time.

5.5	The Company shall reimburse the Executive from time to time for the reasonable expenses incurred by the Executive in connection with the performance of his obligations hereunder.

5.6	During such times as the Company is eligible and financially qualified to obtain the same, the Company shall maintain directors and officers liability insurance applicable to the Executive in amounts established by the Board of Directors.

6.	Termination Date; Consequences for Compensation and Benefits

6.1	Definition of Termination Date. The first to occur of the following events shall be the Termination Date:

6.1.1	The date on which the Executive becomes entitled to receive long-term disability payments by reason of total and permanent disability;

6.1.2	The Executives death;

6.1.3	Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in the responsibility, authority, power or duty of the Executive or a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (Resignation with Reason);

6.1.4	Voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (General Resignation);

6.1.5	Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:

(i)	a felonious act committed by Executive during his retention hereunder,

(ii)	any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder,

(iii)

6.1.6

Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 (General Discharge).

For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives retention under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.

6.1	Consequences for Compensation and Benefits

6.2.1	The Executives annual base salary at the Termination Date plus the target bonus for the year in which the Termination Date occurs, multiplied by two (2) (i.e., 2 times base salary plus target bonus).

6.3	Change in Control.

	In the event of the occurrence of a Change in Control (as defined below), this Agreement may be terminated by Executive upon the occurrence thereafter of one or more of the following events:

	1) Termination by Executive of his retention with the Company may be made within two (2) years after a Change in Control and upon the occurrence of any of the following events:

2) Subsequent to a change in control of the Company, the failure by the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 12.5 hereof or otherwise; or

	3) Subsequent to a Change in Control of the Company, any purported termination of Executives retention that is not effected pursuant to a Notice of Termination satisfying the requirement of Section 6.1.5 hereof.

6.3.1	A Change in Control of the Company shall occur upon the first to occur of the date when (a) a person or group beneficially owns (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company (b) there occurs a sale of all or substantially all of the business and/or assets of the Company or (c) persons who were Directors of the Company on October 17, 2007 no longer constitute a majority of the Board of Directors of the Company.

6.3.2	If a Change in Control of the Company shall have occurred within six (6) months prior to the Termination Date or the Executive terminates this Agreement under Section 6.3 the Executive will be entitled to receive, within 60 days after the Termination Date, the Executives annual base salary at the Termination Date plus the target bonus for the year in which the Termination Date occurs multiplied by four (4) (i.e., 4 times base salary plus target bonus), all stock options held by the Executive shall become immediately exercisable and shall remain exercisable for three (3) years after the Termination Date. The Company shall continue the health coverage contemplated by Section 5.1 for a period of two (2) years thereafter.

6.4	Liquidated Damages: No Duty to Mitigate Damages. The amounts payable pursuant to Sections 6.2 and 6.3 shall be deemed liquidated damages for the early termination of this Agreement and shall be paid to the Executive regardless of any income the Executive may receive from any other employer, and the Executive shall have no duty of any kind to seek retention from any other employer during the balance of the Term.

7.	Indemnification

8.	Agreement Not to Compete

Termination Benefit	Period

Amount set forth in Section 6.2.1	1.0	Year

Amount set forth in Section 6.3.2	1.5	Years

Neither the amount set forth in Section 6.2.1 nor the amount set forth in Section 6.3.2	1.0	Year

9.	Agreement Not to Solicit

For one year following any Termination Date, regardless of the reason, the Executive shall not solicit any employee of the Company or an Affiliate to leave such retention and to provide services to the Executive or any business entity by which the Executive is retained or in which the Executive has a material financial interest. Soliciting a former employee of the Company and its Affiliates to provide such services shall not be a violation of this Agreement.

10.	Confidential Information

11.	Arbitration

12.	Miscellaneous

12.1	Notices

If to the Company:

Hans J. Schulte, President

Carbon Credits International, Inc.

3200 W. Sahara Avenue

Suite 800

Las Vegas, Nevada 89102

Attn: Chief Executive Officer

Copy To:

Ivan Braverman, President

Braverman International, P.C.

1255 McDonald Drive

Prescott, Arizona,86303

Or to such other address as the addressee shall last have designated by notice to the communicating party. The date of giving of any notice shall be the date of actual receipt.

12.2	Governing Law

This Agreement shall be deemed a contract made and performed in the State of Nevada, and shall be governed by the internal and substantive laws of Nevada.

12.3	Severability

12.4	Entire Agreement; Amendment

12.5	Successors and Assigns

12.5.1	The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive terminated his retention for Change of Control. As used in this Section 12.5.1, Company shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the Agreement provided for in this Section 12.5.1 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

12.5.2	This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors and assigns, except that Executive may not assign any of his rights or delegate any of his duties without the prior written consent of the Company.

12.6	Assignability

IN WITNESSES WHEREOF, the Company and its President hereunto duly authorized, and the Employee have signed and sealed this Agreement as of the date first written above.

By:	CARBON CREDITS INTERNATIONAL, INC.	By:	Braverman International, P.C.

Name:	/s/ Hans J. Schulte	Name:	/s/ Ivan Braverman

Title:	PRESIDENT	Title:	President

Date:	DECEMBER 15, 2008	Date:	DECEMBER 15, 2008

EX-31.1 4 exhibit_31-1.htm RULE 13A-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER exhibit_31-1.htm

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT OF 1934

RULE 13a-14(a) OR 15d-14(a)

I, Hans J. Schulte, President and Principal Executive Officer certify that:

1.	I have reviewed this Form 10-Q for January 31, 2009 for Carbon Credits International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	Carbon Credits International, Inc.

Date: March 3, 2009	By:	/s/ Hans J. Schulte
		Name: Hans J. Schulte
		Title: President and Principal Executive Officer

EX-31.2 5 exhibit_31-2.htm RULE 13A-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER exhibit_31-2.htm

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT OF 1934

RULE 13a-14(a) OR 15d-14(a)

I, Ivan Braverman, Treasurer, Principal Financial Officer and Principal Accounting Officer certify that:

1.	I have reviewed this Form 10-Q for January 31, 2009 for Carbon Credits International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	Carbon Credits International, Inc.

Date: March 3, 2009	By:	/s/ Ivan Braverman
		Name: Ivan Braverman
		Title: Treasurer, Principal Financial Officer and Principal Accounting Officer

EX-32.1 6 exhibit_32-1.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 OF CHIEF EXECUTIVE OFFICER exhibit_32-1.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q of Carbon Credits International, Inc. (the "Company") for the period ended January 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hans J. Schulte, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Carbon Credits International, Inc.

Date: March 3, 2009	By:	/s/ Hans J. Schulte
		Name: Hans J. Schulte
		Title: President and Principal Executive Officer

EX-31.2 7 exhibit_32-2.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 OF CHIEF FINANCIAL OFFICER exhibit_32-2.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q of Carbon Credits International, Inc. (the "Company") for the period ended January 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ivan Braverman, Treasurer, Principal Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Carbon Credits International, Inc.

Date: March 3, 2009	By:	/s/ Ivan Braverman
		Name: Ivan Braverman
		Title: Treasurer, Principal Financial Officer and Principal Accounting Officer

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