Exhibit 10.2


    EXHIBIT
      10.2 


     

    KOKO
      PETROLEUM, INC.

    123
      Christie Mountain Lane

    Okanagan
      Falls, B.C.

    VOH
      1
      RO



     

    May
      05,
      2006

    Boomers'
      Cultural Development, Inc.
      1453
      Johnston Road, #71524

    White
      Rock, B.C.

    V5J
      208

     

    Dear
      Sirs:

     

    Re: Memorandum
      of Understanding
      to Acquire Assets (the "MOU")

     

    This
      MOU
      sets out the general terms and conditions of the proposed acquisition between
      Boomers' Cultural Development, Inc. (hereinafter referred to as ".Boomer")
      and
      KOKO Petroleum, Inc. (hereinafter referred to as "KOKO"). It is intended that
      this MOU
      set
      out
      the major
      commercial
      matters contemplated by the parties so they may know the general tetras of
      the
      formal comprehensive agreements to
      be
      executed by them. The parties agree to negotiate in
      good
      faith with a view of concluding the agreements that will
      set
      out
the
      full
      legal rights and obligations of the parties and be substantially upon the
      following terms and conditions. This MOU is not to create legally binding
      relationships.

     

    
      	1.	
            	
              Boomer is
                a
                Nevada Company listed, for trading on
                the
                NASDAQ OTC Bulletin Board
                under the symbol "BCDT";

            


    

     

    
      	2.	 	
              Boomer
                has 45,500,000 shares outstanding of
                which:

            


    

     

    (a)  39,000,000
      shares we restricted; and

    (b)  6,500,000
      shares we free-trading;

     

    
      	3.	 	
              Boomer
                is
                trading
                at approximately $1.50 per share;

            


    

     

    
      	4.	
            	
              KOKO
                is a. Nevada Company which trades on the Pink Sheets, under the
                symbol
                "KKPT";

            


    

     

    
      	5.	
            	
              KOKO
                has issued and outstanding shares of 60,285,398 of
                which:

            


    

     

    (a)  50,000,000
      shares are restricted; and

    (b)  10,285,398
      shares are free-trading;

     

    
      	6.	 	
              KOKO
                is trading at approximately $1..00 per
                share

            


    

     

    
      	7.	 	
              KOKO
                has interests ifl
                the
                Corsicana Fields Project, Barnet
                Shale
                Foration, McKinney, Blackburn in.
                Texas
                as set out in
                Schedule
                "A" (hereinafter collectively referred to as the "Oil and Gas
                Interests");

            


    

     

    
      	8.	
            	
              In regard
                to
                the Corsicana Field Project KOKO owes approximately
                $150,000.00
                (hereinafter referred to as the
                "Debt");

            


    

     

    
      	9.	
            	
              (a) KOKO
                would transfer its Oil and Gas Interest to Boomer and Boomer
                shall
                issue 1,500,000 restricted. shares
                an
                regard
                to the Oil and Gas Interests;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	(a)	
              Boomer
                agrees to pay $20,000.00 (USD) on closing and up to $80,000.00 (USD)
                as
                required by KOKO to be used for legal,
                accounting
                and administrative fees for
                the purpose of listing on the NASDAQ OTC Bulletin Board on an as
                needed
                basis;

            


    

     

    
      
        	
              	(b)	Boomer agrees that a nominee of KOKO
                would be
                appointed to the Boomer
                Board; and


      

       

    

    
      	
            	(c)	
              Boomer
                would assume the Debt, indemnify and save harmless KOKO from.
                any
                and all claims in regard to the Oil and. Gas Interests and all contracts
                related thereto;

            


    

     

     

    
      	10.	
            	
              Closing
                is subject to:

            


    

     

    
       

      
        	
              	(a)	
                Completion
                  of due diligence by Boomer on or before May 15, 2006;
                  

              


      

       

      
        
          	
                	(b)	Appropriate documentation
                  with usual representations prepared and executed on
                  or
                  before May 21, 2006; and


        

         

      

      
        	
              	(c)	
                Shareholder
                  Resolution by KOKO by closing;

              


      

       

    

     

    
      	11.	
            	
              Closing
                would occur on or before June 15, 2006;
                and

            


    

     

    
      	12.	
            	
              Any
                news releases in regard to the transaction must be approved by
                KOKO andBoomer
                which will not be unreasonably withheld. This offer shall be kept
                confidential and no disclosure of the same shall be made without
                mutual
                consent, which shall not be unreasonably
                wiftold.

            


    

     

    If
      the
      foregoing correctly sets out your understand.in.g, please indicate your
      acceptanceby signing
      below
      and faxing the executed copy to our offices on or before May 10, 2006 at which
      date this MOU will be null and void. This MOU may be executed in
      counterpart.

     

    Sincerely

     

     

    ___________________________________________________

     

    
       

      Per:

      KOKO
        Petroleum, Inc.

    

     

     

    ACCEPTED
      AND CONSENTED TO BY____________________________________ THIS___________ DAY

     

    OF_____________________,
      2006

     

    BOOMERS'
      CULTURAL DEVELOPMENT, INC.

     

    PER:_______________________________________________________________

        (Authorized
      Signatory)

     

    PEI:
      _______________________________________________________________

        (Authorized
      Signatory)