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VIEWS: 18 PAGES: 44

									December 2009




South Carolina Super-Intensive Shrimp Farm
Financing Package


                     by   Ocean’s Bounty Partners, LLC
                                   Dr. Wayne Dorband
                                   Mountain Sky Group, LLC
                                   CEO and Chairman
                                   225 SW 42nd Street, Suite C
                                   Loveland, CO 80537
                                   303-495-3705
                                   wayne@ecolonomics.org
                                                      Oceans Bounty 11/09




Table of Contents
Investment and Projection Highlights                       2

Project Description/Overview and Site Configuration       10

Project Photos, Maps and Aerial Photos                    15

Pro-Forma, Assumptions and Explanations                   21

Ocean’s Bounty Corporate Plans and Goals                  28

Ocean’s Bounty Executive Team                             30

Ocean’s Bounty Applicable Experience                      35

References                                                38


ATTACHMENTS
Attachment A – Current Project Timeline                   41

Attachment B – Current Project Budget                     42

Attachment C – Funds Spent to Date on the Project         43




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Investment and Project
Highlights
INDUSTRY OVERVIEW
In the year 2000, the Food & Agricultural Organization (FAO) reported that fisheries total
capture had reached a historical record high of nearly 95 million metric tons. The FAO also
reports that nearly 75% of the world's major marine fisheries are either overexploited or
fully exploited and cannot be expected to yield higher production in the near term (1).
Clearly, this is not a sustainable situation and solutions to this impending crisis must be
found.

Aquaculture is the fastest growing form of food production in the world. It is also a
significant source of protein for people in many countries, including the United States.
Globally, nearly half the fish consumed by humans is produced by fish farms. This
worldwide trend toward aquaculture production is expected to continue. At the same
time, demand for safe, healthy seafood is also expected to grow. It is clear that the United
States needs a robust aquaculture industry to meet rising seafood demand and to enhance
domestic commercial and recreational fish and shellfish stocks.

According to a NOAA’s Fisheries Service study the average American ate 16.5 pounds,
4.944 billion pounds total, of fish and shellfish in 2006. Shrimp remained the top choice
for seafood in the United States at 4.4 pounds per person in 2006, up from 1.5 pounds
per person only 15 years ago. Of the total of 16.5 pounds consumed per person,
Americans ate 12.3 pounds of fresh and frozen finfish and shellfish. Canned seafood,
primarily canned tuna, is at 3.9 pounds per person. Americans consumed 5.2 pounds of
fillets and steaks. These include Alaskan pollock, salmon, flounders, and cods. The
remaining 0.2 pounds is cured seafood such as smoked salmon and dried cod (2).

The nation imports about 88% of its shrimp, 84% of all its seafood, a steadily increasing
proportion. Imports accounted for only 63% of U.S. seafood just a decade ago. Shrimp


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imports into the U.S. in 2006 were valued at 4.1 billion dollars accounting for 31% of total
edible imports into the country (2). Fifteen years ago per capita consumption of shrimp in
the U.S. was only about 1.5 pounds per person and since the turn of the century has
increased over 32% from 3.2 lbs per person in 2000 to a record 4.4 lbs per person per
year in 2006 (2).

Most high-end restaurants and food stores (e.g. Whole Foods) desire to purchase from
domestic production but they are not able to because of a lack of a consistent supply.
Shrimp imported from other countries is often caught using methods that are not
environmentally sound; in tropical areas, the bycatch-to-shrimp ratio is roughly 10:1, and
it can run even higher in some fisheries. All told, shrimping accounts for one third of the
world's discarded catch, while producing less than 2% of global seafood. Imported farm-
raised shrimp, on the other hand, brings a whole different set of problems (4). In countries
where growing regulations aren’t as strict, shrimp may be fed all sorts of antibiotics,
pesticides and dangerous additives. (It’s not just the dog’s food that’s being poisoned
anymore!)

The immense size of the U.S. shrimp market and growing consumer demand suggest a
large initial market for fresh local products even with a significant mark-up over imported
commodity shrimp. Each percentage point of market penetration in 2006 would have
translated into 13.1 million pounds of production. Oceans Bounty Partners, LLC, (“OBP” or
“the Company”) is currently constructing a large, indoor, super-intensive recirculating
shrimp (Litopenaeus vannamei) production farm in the Beaufort, South Carolina area that
will be the first domestic shrimp farm with consistent year round production that allows
for staggering of crops and consistency in supply of fresh product that can be
differentiated from commodity imports.

PROJECT HIGHLIGHTS
The technology necessary to grow shrimp indoors existing today. The advantages to
indoor production are many, the most important of which include: 1) no loss of production
due to bad weather (e.g. hurricanes, drought, excessive heat or rain), 2) environment
cannot be contaminated by external sources and 3) greater ability to manipulate and
control growing factors to be increase shrimp yields.


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With its location within 800 miles of New York, Philadelphia, Washington D.C., Atlanta and
Charlotte, OBP is able to deliver “fresh not frozen” shrimp to all of these cities.

The 21.38 acre facility is located in Ridgeland, South Carolina, approximately 40 miles
north of Savannah, Georgia. The greenhouse based facility will total 137,000 square foot
under roof and expected to be completed and yield our first crop by May 2011 at a total
cost of approximately $4,150,000. The site is expected to generate 1,056,000 pounds of
fresh shrimp per year (total revenue of $3,696,000, in year 3) and operating income of
$1,802,020 per year by year 3. This results in a projected unleveraged return on cost of
43%.

OBP is owned and managed by professionals with extensive experience in successfully
founding and running start-up companies and ventures. Also, the Company has on its
ownership and management team some of the most experienced aquaculture
professionals in the industry. The overall management of the Company is directed by
Stuart Lichter, Eric Kaplan and Benjamin (Fred) Story. These three principals have over 90
combined years of successful business management experience.

Day to day operations of the Company are directed by Dr. Wayne Dorband, who is also a
successful entrepreneur and a 35 year pioneer and veteran of the aquaculture industry.
Additional technical support will be provided by Al Stokes, Manager/Wildlife Biologist IV of
the Waddell Mariculture Research and Development Center, with 30 plus years in the
aquaculture industry.


INVESTMENT HIGHLIGHTS
The Company is seeking additional capital to complete construction and fund operating
cost. As of November 2009, $1,005,347 has been invested. The current owners are willing
to invest additional capital into the Company. They are willing to consider all forms of
additional funding including mezzanine debt, preferred equity, and pari-passu equity.




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AQUACULTURE AND THE SHRIMP INDUSTRY

INDUSTRY HISTORY
Shrimp farming, the production of marine shrimp in impoundments, ponds, raceways and
tanks, traces its origins to Southeast Asia where for centuries farmers raised incidental
crops of wild shrimp in tidal fishponds. Locally produced farm raised fresh shrimp is
unique (and desirable) in terms of taste, freshness, texture, and health benefits since it is
an excellent source of protein and selenium. It is also a very good source of vitamin D,
vitamin B12 and a good source of iron, phosphorus, omega-3 fatty acids, niacin, zinc,
copper and magnesium.

In the following number of paragraphs we briefly describe the history, current status and
future of the shrimp farming industry. Most of this dialog is taken from an article written
in Shrimp News International (3).

Modern shrimp farming was born in the 1930s when Motosaku Fujinaga, a graduate of
Tokyo University, succeeded in spawning the kuruma shrimp (Penaeus japonicus). He
cultured larvae through to market size in the laboratory and succeeded in mass-producing
them on a commercial scale. For more than 40 years, he generously shared his findings
and published papers on his work. In 1954, Emperor Hirohito honored him with the title
“Father of Inland Japonicus Farming” (3).

In the mid-1970s, when fishermen and hatcherymen began supplying large quantities of
seedstock, shrimp farming began a rapid expansion. In some cases, the results were
astounding. Large extensive (usage of low technology and high land use) farms in
Ecuador recaptured their entire investment in the first year (sometimes with the first crop);
small-scale intensive farms in Taiwan produced dozens of shrimp millionaires; and semi-
intensive government farms in China reaped untold profits from formerly unused land
around the Gulf of Bohai.

Today, over fifty countries have shrimp farms. In Ecuador, Mexico and Brazil, the leading
producers in the Western Hemisphere, shrimp exports generate hundreds of millions of
dollars a year. In Thailand, the leader in the Eastern Hemisphere, revenues have passed
the two billion dollar mark. As stated in the previously mentioned Shrimp News
International (3), Vietnam, India, Indonesia and China all believe they will surpass Thailand
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as the leading producer of farmed shrimp. Malaysia, Taiwan, Bangladesh, Sri Lanka, The
Philippines, Australia and Myanmar (Burma) have shrimp farms, and there are shrimp
farms throughout Central and South America. Honduras, Panama and Belize have big
industries, while smaller industries exist in Colombia, Guatemala, Venezuela, Nicaragua
and Peru. Many countries in the Middle East have shrimp farms, with Iran and Saudi
Arabia taking the lead.

The environmental impact and health concerns of these imported shrimp cannot be
overlooked, Mangroves, tropical coastal forests, are clear cut to make room for shrimp
farms. The industry acknowledges that 5% of the world’s mangroves, hundreds of
thousands of acres, have been destroyed creating shrimp ponds. In some estuaries 80
percent of the mangroves are gone. Mangroves serve as spawning and nursery grounds
for thousands of marine organisms and protect the coastline. By removing the thick
coastal barrier of trees, shrimp farms have undoubtedly aggravated damage from
hurricanes and tsunamis. And salt intrusion has sterilized once-fertile estuaries (4).

The farms depend on a steady supply of fresh sea water and staggering amounts of
antibiotics, fungicides, algaecides and pesticides. The foamy brown organic waste water,
containing untold amounts of antibiotics, fungicides, algaecides and pesticides, is then
discharged back into the adjacent estuaries (4).

The health concerns are equally alarming, the major concerns are salmonella, antibiotics,
bacteria, parasites, and chemical residues. The most significant dangers are posed by
internationally farm-raised shrimp. Often, conditions on shrimp farms are unsanitary and
frequently lead to the U.S. refusing shrimp imports for reasons of “filth.” From 2003 to
2006, shrimp accounted for between 26% and 35% of all filth refusals, even though only
22% to 24% of all imports were shrimp. Refusals for salmonella are most prevalent in
shrimp imports. Shrimp imports constituted between 22% and 24% of the weight of all
U.S. seafood imports between 2003 and 2006. However, shrimp was responsible for more
than double that percentage of all salmonella refusals, ranging from a high of 56.% in
2005 to a low of 42.9% in 2006. At shrimp farms in locales such as Southeast Asia,
overcrowding and poor sanitary conditions create a largely unstable environment, full of
viruses and bacteria. To discourage disease and parasites, the shrimp ponds are pumped
with antibiotics and chemicals such as Nitrofurans and Chloramphenicol, which is banned


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in the US. In 2003 and 2005, imported shrimp were responsible for 84% and 65% of all
refusals for drug residues, respectively (4).

In the early 1990s, after two decades of solid growth, viral diseases and challenges from
the environmental community began to impede the development of traditional shrimp
farming. From 2000-2005, viral diseases alone have probably cost the industry a billion
dollars a year. All the while, the environmental community has been chipping away at
some of shrimp farming’s flaws, like habitat destruction, effluents, displacement of local
people, and any other issue they could hang a fundraising campaign on.


THE FUTURE – SUPER-INTENSIVE FARMING AND “BIO-FLOCING”
Now, a new way to farm shrimp has evolved that protects shrimp from disease and
protects the environment from the possible detriments of historic shrimp farming
methods. Most shrimp farming is done in outdoor ponds that depend on the sun and a
robust algal community to process the nitrogenous wastes from the shrimp and to supply
oxygen to the pond water. The shrimp also pick up some essential nutrients from the
algae, creating a nice arrangement, but a difficult relationship. This difficult situation can
be blamed on the algae. It blooms, it crashes, it takes the day off when it’s cloudy, works
against you at night, and has days when it just does its own thing.

Picture ten “identical” shrimp ponds, all in a row, each will have a slightly, and sometimes
dramatically, different algal community. This leads to wild swings in water quality
variables that slow shrimp growth and create endless management problems for the
shrimp farmer (3).

Enter a new way and a new day. “Bio-floc” shrimp farming encourages a bacterial
community in the pond, and not an algae dominated community. Once established and
maintained, bacteria-dominated ponds are more stable than algae-dominated ponds. The
bacteria accumulate in clumps called flocs, and gobble up the nitrogenous wastes ten to a
hundred times more efficiently than algae. They work night and day, pay little attention to
the weather, and turn nitrogenous wastes into high-protein feed for the shrimp (3).

Bio-floc shrimp farming works anywhere: in the tropics, in temperate climates, in the
desert, close to town, in buildings and in greenhouses. It promises to revolutionize
shrimp farming.

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Oceans Bounty Partners is creating the future now. By collaborating with the Waddell
Mariculture Research and Development Center, who has been refining the science of Bio-floc
shrimp farming at their research facility in South Carolina since 2001, our farm in South
Carolina will utilize all of the factors that make a super-intensive bio-floc operation so
attractive for marine shrimp culture. The following are just some of the necessary
components of a bio-floc shrimp farm that the Company will be implementing at its South
Carolina facility:

   Greenhouses to maintain water temperature of 30°C. and insure Biosecurity for disease
    elimination.

   Filters to exclude disease carriers from incoming water.

   High stocking densities of disease-free, genetically improved shrimp, like Peaneus
    Vannamei, that graze on naturally occurring organisms in the ponds.

   Zero water exchange with the environment combined with strategic site selection,
    away from environmentally fragile coastal lands, and utilization eliminate the
    environmental concerns associated with traditional shrimp farming.

   Constant recycling of water within the farm to remove sludge and maintain desirable
    balances of nutrients, algae and bacteria.

   Substantial aeration and mixing (flow) of grow-out water.

   A good source of inexpensive carbohydrate (molasses, wheat) to stimulate a bacteria-
    based food chain;

   A laboratory for diagnosing disease and assessing water quality.

In this case, the whole really is greater than the sum of its parts because of the magical
relationship that develops between the microbial community in bio-floc ponds and the
shrimp. Unlike flow-through ponds where algae dominate, bacteria take over in these
ponds, aggregating in microbial flocs. The flocs process nitrogenous wastes, and the
shrimp feed on the flocs, a symbiosis that stabilizes water quality and supports rapid
shrimp growth. Because the shrimp pick up a lot of nutrients from grazing on the floc
community, feed costs and associated labor cost drop.


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These ponds produce ten times more shrimp than semi-intensive ponds and forty times
more shrimp than extensive ponds. When covered by greenhouses or housed in
buildings, they offer the only real option for stopping viral diseases. These facilities have
almost zero impact on the environment. In response, some recent research efforts in the
US have been focusing on the use of greenhouse enclosed raceways for intensive to
super-intensive shrimp production (5, 6, 7, 8, 9, 10). These production systems offer
several advantages over the typical pond-based systems. The raceways can be managed
with zero to minimal water exchange thus greatly reducing the environmental impact due
to effluent discharge (6). Biosecurity protocols can be implemented to manage disease
vectors (15, 12, 13, 14, 11, 16). Greenhouse enclosed systems also provide opportunities
for inland culture operations (17, 7) and year round production can be achieved (6). From
this body of research, and from a relationship that the Company created with Dr. Browdy
and the Waddell research facility in the mid-2000’s, has come the facility design plan that
the Company will use. This plan, the Company’s current status and future plans are
described in the Sections that follow.




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Project Description/Overview
and Site Configuration
PROJECT DESCRIPTION AND OVERVIEW

BACKGROUND
OBP was formed in January, 2008 as a successor entity to Oceans Bounty Seafarms, LLC.
This succession occurred as the Company was able to attract new capital to assist in
accomplishing its business objectives. Oceans Bounty Seafarms, LLC had acquired the
project land for the facility and was active in soliciting capital during 2006-2007, when it
was introduced to current OBP management. OBP has a Cooperative Research and
Development Agreement (CRADA) with the University of South Carolina Research
Foundation to commercialize the super-intensive Bio-floc shrimp farming model that
researchers at their Waddell Mariculture Research and Development Center, in cooperation
with other members of the USDA CSRESS US Marine Shrimp Farming Program, have
developed. Soon after its formation, OBP started the process of planning and permitting
for the construction of a super-intensive shrimp culture farm on its 21-acre owned site in
Ridgeland, SC (the “Site”). See below for pictures of the Site taken at various times from
the time of Company formation until the present.

From Company inception through March 2009 the day-to-day management of the
Company was conducted by Mr. Mills Rooks. From April 2009 through the present, the
Company has been managed day-to-day by Mountain Sky Group (MSG). Dr. Wayne
Dorband provides the overall project direction for MSG, and Dustin Dorband is managing
the site construction activities.

Dr. Dorband has a thirty-year plus successful history as a pioneer in the aquaculture
industry. Back in the early 1970s, while working at Scripps Institute of Oceanography, he
was a part of the team that initiated some of the earliest ventures into super-intensive
aquaculture. Since then has founded and directed several other similar projects through
his career including: a geothermal tropical aquarium fish farm; a tilapia hatchery; and an

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aquatic vegetation nursery. Dustin Dorband has a ten- year history in construction
management and has managed a number of complex projects that give him substantial
experience to properly manage this project. Brief bios for the two project managers are
provided below.

Unfortunately, the Company faced a number of issues posed by Jasper County in the
entitlement process. The resolution of these issues took over a year until the site work
construction permit was finally issued by Jasper County on June 15, 2009.

As soon as MSG became the Project Manager, a project timeline and budget were
developed. These schedules are modified monthly based on the dynamic nature of the
project. These two schedules are included for review as Attachments A and B, respectively.
Weekly phone conferences have been occurring among MSG, Fred Story and Eric Kaplan, in
their roles as OBP owners. This ongoing dialog and the considerable business experience
of Mr. Story, Mr. Lichter and Mr. Kaplan (see bios) have been greatly beneficial for the
Company.

During the latter stages of the permitting process, MSG obtained bids from four site work
contractors and selected Palmetto Site Prep., Inc. to initiate site work as soon as the
permitting was complete. Site prep work was initiated by Palmetto Site Prep., Inc., and has
been working toward completion of its efforts since that time. The site work effort
involves construction of the onsite roads, raising the areas of the Site on which the
greenhouses for the farm will be located approximately 10 feet, roughing in the
production ponds, installation of underground utilities, installation of all necessary storm
water control measures and creating a retention/detention basin on the site by a
excavating approximately 8 feet of soil at the basin. Pictures of site work efforts are
provided in below. Site work has been progressing on schedule and on budget. The total
site work budget is approximately $230,000.

A dock with a 6” seawater line was constructed at the Site in August, 2006. The inlet for
the seawater is now located in the tidally influenced Deloss Creek, and will be appropriate
for seawater sourcing for the farm when the time to fill the production systems comes.

MSG began researching and soliciting proposals from greenhouse providers in April. We
negotiated a favorable contract with XsSmith to be the Company’s greenhouse provider,


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starting their installation in January 2010. This contract amount is included in the
budgeting estimates that were previously described (Attachment B - $1,101,847).

In August and September of 2009 an engineering study was completed to determine the
structural attributes of the bulkhead system that will be utilized for the 16 culture systems
(raceways) to be used at the Site. This study was necessary to complete final design
specifications for both the greenhouses and the bulkheads. Soil borings and analysis had
been previously conducted to be used for both the site and bulkhead design.

A request for proposals was submitted to several pre-screened bulkhead contractors in
September, 2009, and four proposals have been recently received and are being reviewed.
We are confident at this time that we will be able to negotiate the bulkhead contract within
the budget guidelines previously established (Attachment B). Bulkhead construction
activities can be initiated as soon as a contractor is selected and ownership has approved
the funding process.

Since April, MSG and Company Ownership (directed by Mr. Kaplan and Mr. Story) have also
completed or are in the process of completing the following list (not necessarily fully
inclusive) of additional tasks:

      Renegotiated business terms of the CRADA agreement with Waddell and the SC
       Department of Natural Resources. This new relationship will reduce costs by
       approximately $6,000/month for the next three (3) years (a total savings of
       $216,000). In addition, we have already deposited $40,000 toward the CRADA, and
       because of its now much more narrow scope, we will actually be receiving a credit,
       and never anticipate having to make additional payments.

      Hired a local onsite project supervisor (Nevin Sauer) to provide daily oversight of the
       project. He lives next door to the Site and has a great passion for the success of
       our project.

      Negotiated a private business consulting relationship with Al Stokes, Manager/
       Wildlife Biologist IV of the Waddell Mariculture Research and Development Center, to
       provide as requested consultation to MSG about the project through our Colorado
       offices (necessary to avoid his contractual conflicts of working with a SC company).



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      Initiated sales and marketing efforts with several possible customer groups,
       including the Whole Foods Market IP, L.P.

      Initiated financing approval efforts with six different possible lenders for
       greenhouses and other equipment (pumps, heating and cooling equipment, water
       filtration and treatment equipment, harvesting and processing equipment, site
       maintenance equipment, and feed storage and delivery equipment). If successful
       MSG anticipates that as much as $2,250,000 of the Company’s remaining
       construction costs can be financed through these lenders.

      Reached conceptual design decisions on the majority of the mechanical systems for
       the project, working in conjunction with Al Stokes and Aquatic Ecosystems in
       Florida.

      Achieved considerable savings from third parties by conducting substantial design
       work, engineering analysis, and plans drafting (CAD work) in-house.


CURRENT SITUATION
Site prep work is approximately 60% complete. Bulkhead construction can be initiated at
any time. Greenhouse and equipment financing approvals should be able to be obtained
by January 2009.

Ownership is currently pursuing other funding mechanisms including public funding
grants (SBIR, Stimulus, etc.) and foundation grants (e.g. Annenberg Foundation). The
Company has forged a favorable relationship with the prominent ecological non-profit
organization, the Institute of Ecolonomics (“IOE”) and believes that this relationship will
lead to additional funding operations and marketing synergies.

Site prep work is projected to be completed by April, 2010 (much of the remaining work
cannot be completed until other construction activities are completed). MSG has prepared
a current budget describing funds spent to date. Attachment C shows a breakdown of the
funds spent to date, and Attachments A and B shows projected expenditures and their
anticipated timeframe.




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PROJECT SITE CONFIGURATION




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Project Photos, Maps and
Aerial Photos
PROJECT PHOTOS

PRE-CONSTRUCTION PHOTOS




Front Entrance            From NW Corner of Site




From SW Corner of Site    Down Driveway on West Site of Site




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CONSTRUCTION PHOTOS




From NW Corner of Site                  From NW Corner of Building Pad




From SW Corner of Site & Building Pad   Retention Pond




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MAPS & AERIAL PHOTOS

STATE-LEVEL LOCATION MAP




STATE-LEVEL AERIAL PHOTO




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CITY-LEVEL LOCATION MAP




CITY-LEVEL AERIAL PHOTO




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MID-LEVEL LOCATION MAP




MID-LEVEL AERIAL PHOTO




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STREET LEVEL AERIAL PHOTO




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Pro-Forma, Assumptions
and Explanations
OVERVIEW
Once the Company begins producing shrimp for sale to the marketplace, we will almost
immediately become profitable. Based on the construction schedule that we have
described, MSG predicts that we will begin producing shrimp in our nurseries by
November, 2010 and have our first marketable shrimp by May, 2011.

MSG has prepared current financial projections for this OBP project based on the current
construction schedule. We have provided a four-year financial pro-forma income
statement, cash flow and balance sheet in the following pages. In summary MSG projects
the following profitability circumstances for OBP.


YEAR                      NET PROFIT PROJECTED (EBITDA)
1 (current – 4/2011)            ($291,350)

2 (5/2011 – 4/2012)             $1,313,288

3 (5/2012 – 4/2013)             $1,802,020

4 (5/2013 – 4/2014)             $2,547,130




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ASSUMPTIONS AND EXPL ANATIONS
When the super-intensive re-circulating shrimp production facility at Ridgeland SC is
completed and ready for production, it will have the following characteristics and features:

      16 separate production raceways, which are each 85 feet long and 67 feet wide
       holding approximately 180,000 gallons of water while in production mode. Each
       raceway can produce as much as 70 thousand pounds of shrimp per year.

      Twenty-One gutter linked climate controlled greenhouses.

      Eight nursery systems, each holding approximately 50,000 gal. of water these will
       be contiguous with the production greenhouses, configured in a manner as shown
       below. Each of these ponds is capable of growing our 575 thousand larvae per eight
       week growth cycle.

      Four sludge collection systems utilizing large geo-textile bags to collect and
       ultimately dispose of waste generated from the production process (this waste will
       be recycled for other uses, if at all possible).

      In total, the greenhouse structure will encompass approximately 137,000 SF under
       roof. The space will be cooled using automated shade systems and the production
       water will be heated by either natural gas, solar, geothermal or a combination of
       these methods. To the best of our knowledge, when completed, this will be the
       largest super-intensive shrimp production facility in the United States, and possibly
       the world.

      Production cycles are estimated to be approximately 16 weeks in duration. Plans
       are to be able to harvest one of the 16 raceways weekly. Shrimp will be immediately
       cold killed and placed on ice in box trucks to be delivered to customers. Each
       raceway is conservatively projected to produce 15,000 to 20,000 lb. of 21-25 ct per
       pound heads on shrimp per 16-week production cycle. Total annual production is
       projected to be 780,000 to 1,040,000 lb.

      Raceways are constructed in groups of four because each raceway will be
       completely drained and water will be placed into the adjacent raceways, never being
       discharged out of the facility, during each harvest cycle. After harvest, the water
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       will be pumped back into the recently harvested raceway and new juvenile shrimp
       will be added from the nursery systems. As can be seen, the nursery systems will
       be constantly producing new shrimp for stocking into raceways.

      Each raceway production cycle has about a 9-day window for restocking, cleaning
       or other maintenance purposes.

In addition to the production, facilities that are being constructed on the site the
ownership and MSG believe it is vitally important for the Company to gain control of our
shrimp larval needs. We plan to construct our own hatchery facility during our second
year of production. This facility is projected to cost about $750,000 and will give us
complete control of the entire shrimp production lifecycle. We will also consider adding a
processing capability on-site in our second or third year of production depending on the
market needs and conditions.

The remaining important assumptions used to develop the Company’s financial
projections include:

      Average sales price for the shrimp produced from the project is very conservatively
       estimated at $3.50 per pound. We know from Company research that high-end
       customers like Whole Foods, Inc. are willing to pay $5.00 per pound for a consistent
       source of fresh domestic shrimp. We also know that there is more than enough
       demand for all of the shrimp the Company can produce on a regional basis within a
       4-6 hour drive of our South Carolina location (e.g. Atlanta, Jacksonville, Charlotte,
       Raleigh, Savannah and Charleston).

      Each of the sixteen (16) raceways will be initially stocked with 220,000 post-larval
       (PL) shrimp from the nursery systems. In Year 2 the stocking density will be
       increased to 275,000 PL Shrimp from the nursery systems. Until Year 3 when it is
       projected that the Company will have its own hatchery facility, we estimate we will
       be paying $6,500 per one million (1,000,000) larval shrimp purchased.

      Feed costs are assumed to be $0.35 per pound of feed.




                                                                                       Page   23
                                                                       Oceans Bounty 11/09



   The Company projects that we will employ ten (10) full-time farm laborers at the
    Site. An additional three (3) full time equivalent workers as part-time employees will
    also be used at the Site.

   Sales representatives for OBS are projected to receive a 3% of gross sales volume
    commission. This percentage is consistent with industry standards.

   The Company will finance approximately $2,250,000 of the Site’s greenhouses and
    production systems (heating, cooling, filtration, oxygenation, water movement, etc.)
    with a projected 7 year lease at a 7.0% interest rate. MSG is currently in the process
    of submitting necessary information to six (6) different financing groups, who have
    already indicated a sincere interest in our project and the equipment we desire to
    finance.




                                                                                   Page   24
                    Oceans Bounty 11/09




PROJECT PRO-FORMA




                               Page   25
                    Oceans Bounty 11/09




PROJECT PRO-FORMA




                               Page   26
                    Oceans Bounty 11/09




PROJECT PRO-FORMA




                               Page   27
                                                                         Oceans Bounty 11/09




Oceans Bounty Corporate
Plans and Goals
PLANNED ACTIONS
Construction timelines can now be fairly comfortably projected. Currently the timeline
being utilized by MSG contemplates a conservative timing and cost schedule (Attachments
A and B).

MSG believes that the timelines described below for the major aspects of the facilities
construction project can be achieved if ownership approves funding for each aspect as it
approaches:

      Bulkhead construction: Initiate by March, 2010 and complete by August, 2010 (As
       discussed earlier, site work is sufficiently complete to allow bulkhead construction
       to initiate).

      Greenhouse construction: Initiate by June, 2010 and complete by November, 2010.

      Raceway and nursery liner installation: Initiate by August, 2010 and complete by
       February, 2011.

      Water treatment, mechanical, electrical and movement system construction: Initiate
       by September, 2010 and complete by April, 2011.

      Stock First Nursery Pond: November, 2010.

      Systems testing and water conditioning prior to grow-out production: Initiate by
       October, 2010 and complete by April, 2011.

      Stock First Production Pond: January, 2011.
      First Harvest: May, 2011.




                                                                                     Page   28
                                                                         Oceans Bounty 11/09



It should be noted that six to eight weeks before we anticipate that the production
raceways will be ready to accept juvenile shrimp to begin grow out. We will purchase and
receive larvae from a third party hatchery to be stocked into nursery tanks. The larvae will
mature for six to eight weeks in the nursery systems reaching approximately 1 cm. in
length before they are stocked into our production raceways.

The existing mobile home located on the Site will be refurbished and aesthetically
enhanced to serve as the Company’s office and laboratory facilities. Nevin Sauer will
conduct most of this renovation and it is anticipated to be completed by August, 2010.

By approximately March 1, 2009, MSG will initiate an exhaustive search for a farm
manager, to be hired in the fall of 2010. The farm manager will stay intimately involved
with the final phases of facilities construction, and will become responsible for day-to-day
operations of the farm once construction is complete. It is anticipated that MSG (Dr.
Dorband specifically) will remain engaged as the project managers directing the farm
manager.

Also around May, 2010, MSG plans to initiate a sales and marketing program for the
Company. We currently believe that all of our available production from the Site will be
sold to high end, white table type wholesale seafood buyers located within a 6-hour
driving radius of the Site. MSG will be presenting a proposal to ownership for the specific
aspects of this marketing and sales program by March, 2010.

FUTURE PROJECTIONS
When the super-intensive recirculating shrimp production facility at Ridgeland SC is
completed and readied for production, it will have all the characteristics and features
described in the Assumptions and Explanations Section (Pages 22, 23 and 24). This facility
will be the largest and most technologically sound super-intensive aquaculture farm in the
United States. As we have described, we strongly believe that profitability should be
attractive to financial partners seeking an investment in a sustainable technology with
great future expansion possibilities.




                                                                                      Page   29
                                                                           Oceans Bounty 11/09




Oceans Bounty Executive
Team
DR, WAYNE DORBAND
Dr. Wayne Dorband is CEO & Chairman of Mountain Sky Group and President of the
Institute of Ecolonomics. He was most recently co-founder and former Chairman of
International Risk Group, LLC, and co-founder and former Chief Operating Officer of
Cherokee Environmental Risk Management, two of the largest acquirers and redevelopers
of environmentally impaired real estate in the world. Prior to that he was the founder of
ATC Environmental, now one of the largest environmental companies in the world, and
was a college professor in the environmental sciences.

Dr. Dorband was a pioneer in the aquaculture industry back in the early 1970s. Working
at Scripps Institute of Oceanography, he was a part of the team that initiated some of the
earliest ventures into super-intensive aquaculture. Since then he has founded and owned
a number of companies in the aquaculture industry, including: a geothermal tropical
aquarium fish farm; a tilapia hatchery; and an aquatic vegetation nursery.

Dr. Dorband is considered by the industry as a leader in the area of environmental risk
management and insurance. He has owned laboratories, consulting firms and contracting
businesses as well as directed thousands of projects for private and public entities. He is
known for his role in the development of the original scientific modeling used by the
insurance industry to create underwriting guidelines for environmental risk and real assets
(Partner with the Environmental Risk Insurance Group – ERIC).

As a well-respected educator and author, Dr. Dorband is consistently sought for his broad
technical expertise in a wide variety of disciplines, including air quality, soil chemistry and
aquatic ecology.

He is an active board member of a variety of community service organizations, and holds a
BS in Biology from the University of California, Irvine, an MS in Biology from San Diego

                                                                                        Page   30
                                                                             Oceans Bounty 11/09



State University and a PhD in Aquatic Ecology and Fisheries Resources from the University
of Idaho.

STUART LICHTER
Stuart Lichter is the Founder and Managing Partner of IRG. He owns and controls in excess
of 70,000,000 Square Feet of real estate through IRG and affiliated companies. Mr. Licther
graduated as a business major from Hunter College, a part of the City University of New
York. He completed all course work for a Masters Degree in Business Administration with a
major in Finance from Pace University.

Mr. Lichter’s background includes working for the General Services Administration of the
United States Government, New York Life Insurance Company, Marine Midland and in 1977
started Quadrelle Realty Services, Inc. with the intention of doing appraising, mortgage
and sales brokerage on income producing properties, as well as real estate consultation.

In the last ten years, while still involved in a wide array of properties, Mr. Licther has
increasingly focused his energy on the industrial, commercial and R&D niche of the
marketplace. He has become one of the leading factors in renovating large industrial
complexes that have been closed by major corporations and the federal government.

He has successfully renovated and recycled these properties into viable multi-tenant
complexes. In recent years, he has lead IRG to acquire in excess of 70,000,000 square
feet, making the portfolio the largest private holding of industrial and commercial real
estate in the country.

BENJAMIN (FRED) STORY
Benjamin (Fred) Story is President and Owner of Advanced Materials & Products, a defense
contractor engaged in the supply of proprietary materials and parts thereof utilized in the
thermal insulation of various armored military vehicles, primarily for the US Army.

Prior to that, from 1997 to 2001, he was Vice President of Business Development (and
Equity Partner) of Ballistic Applications & Materials (BAM) International, where he was
responsible for business development, negotiation and implementation of contracts for



                                                                                         Page   31
                                                                          Oceans Bounty 11/09



company's transparent armor (bullet-proof glass) products to defeat threats from various
hostile projectiles.

From 1993 to 1997, Mr. Story was contracted as Director of Military Programs by O'Gara-
Hess & Eisenhardt Armoring Co. in Fairfield, OH, charged with developing and managing
potential military contracts for this commercial armoring company desirous of securing
military business. Military business went from $0 in 1992 to over $50 million in 1997.
Concurrently, Mr. Story served as Program Manager on major contracts while developing
company's internal infrastructure to handle growth.

Since 1986, Mr. Story has been, and remains, President of Story & Associates, a
management consulting firm which provides business development services for foreign
and domestic clients primarily seeking US Government and/or Military contracts
worldwide.

ERIC KAPLAN
Eric Kaplan joined IRG in 2002 from Morgan Stanley where he was a Principal of the
company. He was responsible for acquisitions for the Western United States and Mexico
for the multi-billion dollar Morgan Stanley Real Estate Fund. He has acquired various
property types including industrial, office, residential, and military bases. He was
instrumental in acquiring McClellan Air Force Base in Sacramento, California.

Prior to Morgan Stanley, Mr. Kaplan was a Vice President of JMB Corporation. While at JMB,
Mr. Kaplan was involved in acquiring and financing properties for JMB’s principals. Mr.
Kaplan was also an Associate for a major money center bank in New York City where he
originated and underwrote real estate loans for the bank’s southeastern United States
clients.

At IRG, Mr. Kaplan focuses on acquisitions, new business development, and financial
matters. Mr. Kaplan has a B.S. in Financial Management from Clemson University and an
MBA from UCLA’s Anderson Graduate School of Management.




                                                                                       Page   32
                                                                         Oceans Bounty 11/09




DUSTIN DORBAND
Dustin Dorband joined MSG in 2006, as Vice President of Mountain Sky Developers, LLC. In
that role he has been a leader in the development and construction of sustainable building
projects in northern Colorado. Previously Mr. Dorband was a Project Manager with one of
the largest industrial property owners in the world, ProLogis.

While at ProLogis, Mr. Dorband focused on property analysis, due diligence, design
coordination and construction management. He was instrumental in the design and
construction of tens-of-millions of square feet of industrial space.

At MSG, Mr. Dorband focuses on, property analysis, acquisitions, due diligence, design
coordination and construction management for numerous development opportunities MSG
has been involved in.

Mr. Dorband graduated from Colorado State University with a B.S. in Construction
Management and currently resides in Timnath, CO.

ALVIN “AL” STOKES
Al Stokes joined the Waddell Mariculture Research and Development Center in 1979, and
currently serves as Manager/ Wildlife Biologist IV. Over his three decade career he has
gained extraordinarily valuable "hands on”’ experience in the design and operation of the
aquaculture systems like those to be utilized by the Company.

The Waddell Mariculture Research and Development Center is where the model of the
production systems to be used by the Company has been developed and refined over the
last decade. Having been involved in the aquaculture effort for so many years, Mr. Stokes
has authored several papers and made numerous presentations on the subject of shrimp
farming during this time.

Mr. Stokes received an A.A. degree from Wingate College in Biology and a B.S. in Zoology
from Clemson University, he is a member of Marine Shrimp Importation Permitting (SC
Dept. of Natural Resources), the Mariculture Review Committee, the DNR Marine Mammal
Response Team, the World Aquaculture Society, the South Carolina Shrimp Growers
Association, and the South Carolina Aquaculture Association.

                                                                                     Page   33
                                                                          Oceans Bounty 11/09




THE WADDELL REASEARCH AND DEVELOPMENT
CENTER
Waddell Mariculture Research and Development Center is a division of the SC. Department
of Natural Resources. It is located just outside Bluffton, SC, on Sawmill Creek Road off of
US 278, three miles west of Hilton Head. It is one of the country's largest and most
sophisticated facilities for the research and development of aquaculture. As stated, its
major activities are:

      Developing propagation and farming techniques for marine and brackish-water
       species of finfish, mollusks, crustaceans and plants.

      Producing juvenile fish for use for fishery management and stock evaluation.

      Conducting training sessions and demonstrating farming practices to extension
       workers, farmers and others.

      Providing opportunities and facilities for short-term hands-on training in various
       mariculture practices for college students and others.

      Providing support and opportunities for graduate students and faculty research in
       mariculture.

      Serving as a major source of expertise and information on mariculture in the United
       States (emphasis by this writer).

The WMC will provide advice on system design, water resources, soil types, techniques for
stocking, natural recruitment, feed rates, sampling, harvesting and marketing.




                                                                                       Page   34
                                                                          Oceans Bounty 11/09




Oceans Bounty Applicable
Experience
The Oceans Bounty executive team has considerable and broad general business
experience. Company principals have hundreds of cumulative years of principal
experience successfully founding, directing, marketing and ultimately exiting a wide
variety of businesses. As you can see from the biographies presented in the previous
section, the team has a diversity of talent and experience.

Specifically, the team has founded, funded, managed and ultimately exited a number of
businesses through the careers of the principals that demonstrate their ability to
successfully manage this project. The following table gives a representative list of
companies, projects and ventures in which members of the executive team have
participated as founders and managers:

PROJECTS, COMPANIES AND VENTURES WHICH OBP
LEADERSHIP HAS FOUNDED OR MANAGED

PROJECT, COMPANY,             OBP         ROLE            DESCRIPTION
VENTURE NAME                LEADER
ATC Environmental          W. Dorband   Founder, CEO      Public Environmental Corp.

Snake River Associates     W. Dorband   Founder, CEO      NW Environmental Corp.

HAZTOX Environmental       W. Dorband   Co-founder, CEO   Largest Asbestos Consultant in US

Asbestos Abatement, Inc.   W. Dorband   Co-founder        Large Environmental Contractor

Environmental Risk         W. Dorband   Exec. VP          First Environmental Insurance Corp.
Insurance Co.

ESSTEK Environmental       W. Dorband   CEO               Large Environmental Company

Cherokee Investment        W. Dorband   Co-Founder        Largest Brownfield Developer in US
Security

                                                                                       Page   35
                                                                             Oceans Bounty 11/09



International Risk Group   W. Dorband   Co-Founder, Chair Environmental Investment Corp.

Mountain Sky Group         W. Dorband   Founder, CEO      Sustainable Environmental Co.

Institute of Ecolonomics   W. Dorband   President         Prominent Ecology Non-Profit

Industrial Realty Group    S. Lichter   Founder, CEO      Largest Private Industrial Property
                                                          Owner in US

Goodyear Headquarters      S. Lichter   Owner/Developer   $1 billion Plus Redevelopment of
                                                          Historic OH Site

Former McClellan AFB       S. Lichter   Owner/Developer   2500 acre, 20 million SF
                                                          Redevelopment

Hoover Headquarters        S. Lichter   Owner/Developer   2 MM Plus SF ex. Hoover
                                                          Headquarters Redevelop

NASA Downey                S. Lichter   Owner/Developer   Ex. NASA Facility now a Movie
                                                          Studio

Hundreds of Other Sites    S. Lichter   Owner/Developer   75 MM Plus SF of Buildings
                                                          Redeveloped

Advanced Material &        F. Story     President         Defense Contractor/Armor
Products                                                  Supplier

Ballistics Application &   F. Story     Partner, VP       Defense Contractor/Armor
Materials International                                   Supplier

Story & Associates         F. Story     President         Business Development Consultant
                                                          for Government Contractors

Industrial Realty Group    E. Kaplan    Financial VP      Financing for $100 MM Plus
                                                          Redevelopment

Morgan Stanley             E. Kaplan    Principal         Global Financial Services Firm

Mountain Sky Development D. Dorband     Co-Founder, VP    Green Developer

Mountain Sky Construction D. Dorband    Co-Founder, VP    Sustainable Construction Co.




                                                                                         Page   36
                                                                         Oceans Bounty 11/09



In the aquaculture industry, the team has also had considerable experience. Dr. Dorband
is a pioneer in the industry, and has founded, managed and successfully exited the
following projects:

      ATC Environmental, Inc., founded in 1979 along with several subsidiaries including
       Aquanalysis Inc., took public in 1983 as CEO, now among the five largest
       environmental companies in the country. ATC worked in prairie pond ecology and
       aquaculture.

      Bluewater Harvestor, Inc. founded and directed as CEO in 1982, cultured and
       managed aquatic vegetation in the Midwest and Florida, sold in 1987.

      Southern Idaho Geothermal Aquaculture, Leased and operated a commercial culture
       operation for tropical aquarium fish in Idaho as CEO, in 1987. Sold fish as
       wholesaler in Pacific Northwest.

      Middle Fork Tilapia Hatchery, leased and operated a geothermal tilapia hatchery in
       the mountains of central Idaho in the late 1980s. Sold fish to farms throughout the
       United States.

      World Wide Aquaculture, LLC, aquaponic and small scale aquaculture startup
       operating in northern Colorado. Currently pioneering as CEO a unique licensing
       strategy combined with consulting and education to expand aquaponic globally.

Al Stokes has been the operations mainstay at the Waddell Marine Research and
Development Center in South Carolina for nearly three decades. He has been a pioneer in
super-intensive shrimp culture, and continues to conduct valuable research with shrimp
and other marine species.




                                                                                     Page   37
                                                                       Oceans Bounty 11/09




References
(1)   Unknown, FAO Study, Marine Shrimp Farming and Genetic Resources, May, 2005.

(2)   Buchannon, S., Seafood Consumption Increases in 2006, NOAA Fisheries Service
      Study, July, 2007.

(3)   Rosenberry, B., Meet the Flockers, Shrimp News International, Oct., 2006.

(4)   Allshouse, J., J. Buzby, J. Harvey, and D. Zorn, Seafood Safety and Trade, USDA
      Agricultural Information Bulletin 789-7, February, 2004.

(5)   Davis, D. A. and C. R. Arnold.“The Design, Management, and Production of a
      Recirculating Raceway System for the Production of Marine Shrimp.” Aquaculture
      Engineering 17(1998):193-211.

(6)   Browdy, C.L, Venero, J. A., McAbee, B., Thomas, B.L., Stokes, A.D., Davis, D.A., and
      Leffler, J.W. 2008. Recent advances in sustainable super-intensive shrimp
      production system development and integration of microbial biofloc community
      structure with unique feeds to meet proposed USDA organic certification
      standards. World Aquaculture Society World Aquaculture Society Annual Meeting
      Abstract Book, Busan, Korea. May 19-23, 2008.

(7)   Van Wyk, P.,“Harbor Branch Shrimp Production Systems.”Pages 99-114 in P. Van
      Wyk et al. (editors).Farming Marine Shrimp in Recirculating Freshwater Systems.
      Tallahassee, Florida, USA. Florida Department of Agriculture and Consumer
      Services. 1999.

(8)   Van Wyk, P.“Culture of Penaeus vannamei in Single-Phase and Three-Phase
      Recirculating Aquaculture Systems.” Global Aquaculture Advocate 343.

(9)   Van Wyk, P.“Designing Efficient Indoor Shrimp Production Systems: a Bioeconomic
      Approach.”Pages 44-56 in C. L Browdy and D. E. Jory (editors).The New Wave:
      Proceedings of the Special Session on Sustainable Shrimp Culture, Aquaculture
      2001. Baton Rouge, Louisiana, USA. The World Aquaculture Society. 2001.



                                                                                   Page   38
                                                                         Oceans Bounty 11/09



(10) Samocha, T. M., L. Hamper, C. R. Emberson, A. D. Davis, D. McIntosh, A. L.
     Lawrence, and P. M. Van Wyk. 2002.“Review of Some Recent Developments in
     Sustainable Shrimp Farming Practices in Texas, Arizona and Florida.Journal of
     Applied Aquaculture 12(1; 2002):1-42.

(11) Moss, S. M.“Biosecure Shrimp Production: Emerging Technologies for a Maturing
     Industry.”Global Aquaculture Advocate 2(4/5; 1999):50-52.

(12) Ogle, J. T. and J. M. Lotz.“Preliminary Design of a Closed, Biosecure Shrimp
     Growout System.”Pages 39-48 in S. M. Moss (editor).U.S. Marine Shrimp Farming
     Program Biosecurity Workshop. Honolulu, Hawaii, USA.The Oceanic Institute.1998.

(13) Bratvold, D. and C. L. Browdy. “Disinfection, Community Establishment and
     Production in a Prototype Biosecure Shrimp Pond. Journal of the World Aquaculture
     Society 30(1999):422-432.

(14) Leung, P. S. and S. M. Moss.>“Economic Assessment of a Prototype Biosecure
     Shrimp Growout Facility.”Pages 97-106 in R. A. Bullis and G. D. Pruder
     (editors).Controlled and Biosecure Production Systems: Evolution and Integration
     of Shrimp and Chicken Models. Proceedings of a Special Session of the World
     Aquaculture Society, Sydney, Australia. Honolulu, Hawaii, USA. The Oceanic
     Institute.1999.

(15) Moss, S. M., S. M. Arce, B. J. Argue, C. E. Otoshi, F. R. O. Calderon, and A. G. J.
     Tacon.“Greening of the Blue Revolution: Efforts Toward Environmentally
     Responsible Shrimp Culture.”Pages 1-12 in C. L. Browdy and D. E. Jory
     (editors).The New Wave: Proceedings of the Special Session on Sustainable Shrimp
     Culture, Aquaculture 2001.Baton Rouge, Louisiana, USA. The World Aquaculture
     Society.2001.

(16) Lotz. J. M. and D. V. Lightner.“Shrimp Biosecurity: Pathogens and Pathogen
     Exclusion.” Pages 67-74 in R. A. Bullis and G. D. Pruder (editors).Controlled and
     Biosecure Production Systems. Proceedings of a Special Session – Integration of
     Shrimp and Chicken Models. Waimanalo, Hawaii, USA. The Oceanic Institute.2000.




                                                                                     Page   39
                                                                      Oceans Bounty 11/09



(17) Scarpa, J. “Freshwater Recirculating Systems in Florida.”in S. M. Moss
    (editor).Proceedings of the US Marine Shrimp Farming Program Biosecurity
    Workshop. Honolulu, Hawaii, USA. The Oceanic Institute.1998

(18) Main, K. L. and P. Van Wyk.“Introduction.”Pages 1-5 in P. Van Wyk et al.
    (editors).Farming Marine Shrimp in Recirculating Freshwater Systems .
    Tallahassee, Florida, USA. Florida Department of Agriculture and Consumer
    Services.1999.




                                                                                 Page   40
                           Oceans Bounty 11/09




Attachment A
CURRENT PROJECT TIMELINE




                                      Page   41
                          Oceans Bounty 11/09




Attachment B
CURRENT PROJECT BUDG ET




                                     Page   42
                                     Oceans Bounty 11/09




Attachment C
FUNDS SPENT TO DATE ON THE PROJECT




                                                Page   43

								
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