8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 8, 2007 (February 8,2007)

Amerasia Khan Ltd.

(Exact name of registrant as specified in charter)

Nevada	000-52211	20-2559624
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

3855 South 500 West, Suite B

Salt Lake City, Utah 84115

(Address of Principal Executive Offices)

(801)263-0699

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward Looking Statements

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with Registrant’s pro forma financial statements and the related notes that will be filed herein.

Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On February 8, 2007, Amerasia Khan Ltd. a Nevada corporation (the “Registrant”) executed an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Registrant and its wholly owned subsidiary, SZC Acquisition, Inc., a Nevada corporation (“Subsidiary”) on the one hand and ShieldZone Corporation, a Utah corporation (“ShieldZone” or “Target”) on the other hand. Pursuant to the Merger Agreement, ShieldZone merged with Subsidiary, with ShieldZone surviving the merger and Subsidiary ceasing to exist (the “Merger”).

In addition, pursuant to the terms and conditions of the Merger Agreement:

§   The Registrant became the holder of all of the issued and outstanding shares of capital stock of Shieldzone, resulting in a parent/subsidiary relationship between the Registrant and ShieldZone.

§   Each share of ShieldZone common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive one share of the Registrant’s common stock.

§   Certain convertible notes, issued by SheildZone in the aggregate principal amount of $250,000.00, were converted by the Registrant at an exercise price of $0.35 into 714,286 shares of the Registrant’s common stock

§   The Registrant’s board of directors was reconstituted to consist of David Ho, the Registrant’s director prior to the merger, and Robert G. Pedersen II, who prior to the Merger was the sole director of ShieldZone.

§   Each of the Registrant and SheildZone provided customary representations and warranties and closing conditions, including approval of the Merger by approval required by law of SheildZone’s stockholders.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The Spin-out

On February 8, 2007, immediately following consummating the Merger, the Registrant entered into a Sale, Assignment, Assumption and Indemnification Agreement with Mr. Johnny Lee. This agreement is referred to as the Spin-out Agreement and to the transactions effected thereby as the Spin-out. Prior to the Merger, Mr. Lee was the Registrant’s President, CEO, member of the board of directors, and one of its significant stockholders. Pursuant to the spin-out agreement, immediately following the Merger on February 8, 2007 (i) the Registrant sold Mr. Lee all of its assets; (ii) Mr. Lee assumed all of the Registrant’s liabilities, (iii) Mr. Lee agreed to indemnify the Registrant for breaches by Mr. Lee under the spin-out agreement; and (iv) Mr. Lee granted the Registrant a general release. As partial consideration in connection with entering into the Spin-out Agreement, Mr. Lee agreed to cancel his 4,000,000 shares of common stock held in the Registrant.

The foregoing description of the Spin-out Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.

Item 2.01 ACQUISITION OR DISPOSITION OF ASSETS.

Prior to the above transactions, the Registrant was in the business or marketing and selling, or renting, academic regalia, such as caps, gowns and stoles for use in college and high school ceremonies. Since inception, this business has generated nominal revenues. From and after the Merger and Spin-out, the Registrant’s operations consist of the operations of Target.

In this report, when we use phrases such as "we," "our," "Company," "us," we are referring to Registrant (formerly Amerasia Khan Ltd.) and Target (ShieldZone Corporation) as a combined entity.

DESCRIPTION OF BUSINESS

Summary Overview

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Registrant - Registrant was incorporated in the State of Nevada on April 2, 2004 and until the Merger was in the business or marketing and selling, or renting, academic regalia, such as caps, gowns and stoles for use in college and high school ceremonies. 

Target- Prior to the Closing, ShieldZone Corporation was privately owned. It was formed on March 24, 2005. Prior to the Merger, ShieldZone was managed by Mr. Robert G. Pedersen II as the sole director and executive officer, who managed ShieldZone until the Merger. ShieldZone’s corporate headquarters are in Salt Lake City, Utah. Its primary business has been the design, marketing and sale of a customized protective film device used to protect the exterior finish of electronic devices and other household and consumer items which are subject to cosmetic damage, such as nicks, scratches, debris and chipping of the exterior surfaces of the devices. SheildZone was formed under the original name “Protective Solutions, Inc.” ShieldZone maintains its corporate offices and operational facility at 3855 South 500 West, Suites B and J, Salt Lake City, Utah, 84115. The telephone number of ShieldZone is 801-263-0699. ShieldZone’s website addresses are www.ShieldZone.com and www.InvisibleShield.com . The websites and their contents are not a part of this Current Report.

Overview

 The Company custom-designs, markets and sells a form of protective covering for consumer electronic and hand held devices. The Company’s key product “invisibleSHIELD”™ is made from a protective, film-like covering that was developed originally to protect the leading edges of rotary blades of military helicopters. The Company determined that this same material could be configured to fit onto the surface of electronic devices and marketed to consumers for use in protecting such devices from everyday wear and tear including scratches, scrapes, debris and other surface blemishes. The film also permits touch sensitivity, meaning it can be used on devices that have a touch-screen interface. The invisibleSHIELD material is highly reliable and durable since it was originally developed for use in a high friction, high velocity, aerospace context. The material provides long lasting protection for the surface of electronic devices subject to normal wear and tear. The material is a form of polyurethane substance, akin to a very thin, pliable, flexible and durable clear plastic that adheres to the surface and shape of the object it is applied to.

 The invisibleSHIELD has been deployed by the Company in over 700 designs to accommodate the specific size and shape of specific electronic devices. Current applications include: iPods®, laptops, cell phones (from dozens of manufacturers), PDAs, watch faces, gaming devices, digital cameras, and many more items. The product is “cut” to fit specific devices and packaged together with a moisture activating spray called “SHIELDspray”™ which makes the invisibleSHIELD adhere to the surface of the device literally “like a second skin” virtually invisible to the eye. Unlike bulky or flashy sleeves or cases, the invisibleSHIELD is not readily visible to the eye, and the feel of it is not intrusive to the touch. It does not hide the design or features of the device. Rather, it literally “coats” the device with a protective layer that is clear, touch-penetrable, and completely unobtrusive to the look and feel of the device. The invisibleSHIELD is not ornamental, but rather provides a long lasting barrier to preserve the brand new look of the surface of an electronic device.

Design and Packaging

 The Company designs and cuts the invisibleSHIELD product for application on hundreds of specific electronic devices. The Company acquires raw materials from third party sources that are delivered to the Company’s facilities and assembled for packaging. In addition, the Company out-sources high volume precision-cutting of the materials, which the Company considers to be more cost effective. The Company then packages the configured materials together with an installation kit, consisting of SHIELDspray, a moisture adhesive-activating solution, a squeegee, and instructions for application on specific electronic devices. On average, the Company processes and ships over 15,000 finished packages per month.

 The Company has a patent pending on the process of wrapping an entire gadget body in a transparent, durable and semi-permanent film. The Company also custom designs each cut-out for the film and currently has unique designs for nearly 700 devices. The cut-out designs are developed internally and owned exclusively by the Company. The Company does not own the base materials, but believes that its relationship with the distributor of the material is on excellent terms and anticipates no interruption in the Company’s ability to acquire the materials and produce products.

Market for Products

 The portable electronic device market, notably handheld devices, is continuing to see advancements in performance and functionality in existing models. Furthermore, the market is expanding as evidenced by new product developments in portable electronic devices. Correspondingly, the aesthetics of such devices is increasingly important to the extent that buyers are considering the look and feel of such devices, as much as performance, in making their purchasing decisions.

 As a result, an industry and significant market has emerged in protecting portable electronic devices, notably the “high end” devices - both in terms of price, and design/functionality. Consumers are seeking ways to protect the device from wear and tear and damage, but not impede the look, feel, or functionality of the device.

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 The Company, directly and through its distributors and retail sellers, sells the invisibleSHIELD to consumers of electronic household and hand-held devices. The Company sells a significant amount of product for use on Apple’s “iPod” devices. The invisibleSHIELD covers and protects the iPod without detracting in any manner from the look and feel of the device or its functionality. The Company anticipates, but cannot assure, that its product will be equally popular for use with the pending “iPhone” device - since that device also has a “touch-screen” interface and the invisibleSHIELD permits touch sensitivity between the user and the device.

 The Company, to date, has not partnered with any manufacturers of electronic devices to bundle the Company’s products with such devices on initial sale, or to include as part of the device, the application of the Company’s products. In the future, the Company may seek such an arrangement but has not entered into negotiations for such an arrangement as yet.

Market Segments

 With over 700 invisibleSHIELD products/product configurations available, ShieldZone has a protective covering for all major market segments of handheld electronic devices, including: iPods, other brand MP3 players, PDAs, cell phones, laptops, GPS devices, watch faces, and similar devices and surfaces. The Company intends to continue to configure the invisibleSHIELD product for use in newly developed consumer devices. Unlike manufacturers of competing device cases that need months to design and manufacture customized accessories for new devices, the invisibleSHIELD can be quickly configured and packaged for new devices as they enter the consumer marketplace, making the invisibleSHIELD available for purchase ahead of competing accessories for new electronic devices.

 One of the fastest growing market segments for ShieldZone is the iPod consumer. Most often, iPod buyers are drawn to the device by its elegant design, as well as its easy-to-use functionality. However, everyday use often mars the iPod's finish, screen and other areas that receive wear and tear. Traditional protective products are bulky and detract from an iPod's elegance by covering it up. Other common protectors either do not offer enough protection -- such as leaving the iPod's function buttons uncovered -- or they are not durable enough to properly protect the device. However, an invisibleSHIELD covering is exactly that-- invisible-- meaning it does not cover up the design, form or functionality of the iPod.

 As sales of electronics continues to grow, sales of the Company’s complimentary products are anticipated to grow, as well. The four largest areas of the Company’s market opportunities relate to sales of iPods, cellular telephones, digital cameras and gaming systems. Accordingly to industry sources, over 39,500,000 iPods were sold in Apple Corporation’s most recent fiscal year, and over 21,000,000 were sold in the first quarter of its subsequent fiscal year. Over one billion cell phones were sold worldwide in 2006. Over 26,000,000 units of digital cameras were sold in 2005. Sony’sPSP sold over 20,000,000 units as of August 2006 and Nintendo’s DS Lite sold over 21,000,000 units during the same period. ShieldZone is positioned to serve all of these markets with its after-market invisibleSHIELD products.

Other Electronic Products and Accessories

 In addition to the invisibleSHIELD the Company also acts as a reseller of consumer electronics and related accessories which it believes 

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its invisibleSHIELD customers would purchase and vice versa. Such products include:  cell phones, digital cameras, GPS devices, MP3 players, PDAs, satellite radios, heart rate monitors and other small, predominately held-held devices. The Company also sells accessories for many of these products. Such resale items are sold via the Company’s website and in retail locations.

 In connection with the invisibleSHIELD, the Company re-sells a product known as “Applesauce.” Applesauce is a buffing and polishing compound that can be used to remove scrapes or scratches and restore a “new” look to the surface of the iPod. After application, the invisibleSHIELD can be applied to preserve the restoration of the finish.

Marketing and Distribution

 The Company sells its products directly on its website, through distributors, through kiosk vendors in shopping malls and retail centers, and through electronics retailers. The Company’s products are available for sale world wide via the Company’s website. Currently the Company advertises its products on the internet and at point of sale at retail locations. The Company also advertises its products on television currently on local networks. The Company intends to expand its advertising by implementing a broader television advertising strategy over the course of 2007. The Company is also seeking to create strategic partnerships with makers of iPod and electronic accessories.

 Website Sales

 The Company sells its products worldwide directly to consumers on its website. Through September 30, 2006, the Company sold approximately $1.2 million of product on its website, or approximately 69% of its overall sales for 2006.

 Mall Vendors

 The Company sells its invisibleSHIELD products to kiosk vendors in shopping malls and retail centers. The Company enters into agreements with such vendors who purchase the products and resell them to consumers. The Company also owns and operates several kiosk locations. Through September 30, 2006, the Company sold approximately $225,000 of product to kiosk vendors, or approximately 12% of its overall sales for 2006. The third party kiosk vendors are required to enter into a standard license and resale agreement with the Company.

 Electronics Retailers

 The Company sells its invisibleSHIELD products to electronics retailers and out of its storefront maintained in its headquarters, predominately independently owned retailers of Apple products and accessories. We estimate there are over 300 such independent Apple resellers worldwide and we currently have agreements with approximately 70, predominately in the United States. The Company also sells its invisibleSHIELD products to university bookstores and small independently owned consumer electronics stores. Through September 30, 2006, the Company sold approximately $348,000 of product to specialty retailers, or approximately 19% of its overall sales for 2006. The electronics retailers are required to enter into a standard reseller agreement with the Company.

 The Company also generated revenue from shipping charges to customers. Through September 30, 2006, the Company generated approximately $205,000 from shipping charges.

 Distributors

 The Company utilizes multiple distributors to market and place its products for sale in the United States and abroad. The Company has a distributorship agreement with ENVIOUS, a United Kingdom company, for the marketing, distribution and sale of the Company’s products throughout the United Kingdom. This agreement is not exclusive. The agreement was entered into in January 2007 and has a one year term.

 The Company has an exclusive distribution agreement for the marketing and sale of its products in Japan with CareFit USA. The Agreement provides that CareFit will establish up to twenty retail sales locations in Japan. CareFit will be compensated based on actual revenues derived from retail locations established by CareFit. To date, no revenues have been generated from sales in Japan under this Agreement and no retail locations have been established in Japan. The Agreement was entered into on October 3, 2006 and has a six month renewable term.

 The Company is continuously negotiating for new distribution relationships in the United States and abroad to increase the marketing and sale of its products in retail locations.

Company Organization

 The Company’s operations are divided and organized as follows: marketing and sales, which includes the development and maintenance of the Company’s website, customer service, production, distribution and shipping, art and graphics, product design, and general and administration functions.

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Competitors

The market for sales to consumers for “after market” accessories for electronic devices is very competitive. The Company’s chief competitors are companies that develop, market and sell protective coverings for consumer electronics. There are two main categories for these protective coverings; the first is silicone and leather cases, and the second is traditional screen protectors. Silicone and leather cases tend to be bulkier, heavier, ornamental and visually distracting and cover the design and features of the device, rather than enhance its design. Traditional screen protectors are stiff, scratch fairly easily, use static cling for adhesion, and are not able to wrap around or protect the entire body of an electronic device. While the Company competes with such persons for sales to consumers generally, the Company does not consider such other products per se to be competitive to the invisibleSHIELD.

Warranties

 The Company offers a lifetime guaranty of the durability of its invisibleSHIELD products. If the invisibleSHIELD is ever scratched or damaged (in the course of normal use), a customer simply needs to send back the old product and ShieldZone will replace it for free. To date only a nominal amount of the Company’s invisibleSHIELDS sold have been returned under the warranty program.

Intellectual Property Rights

 Patents

 The Company has filed a patent application for a Protective Covering for Electronic Device with the United States Patent and Trademark Office. The patent relates to the field of protective coverings and systems and methods for covering such devices with thin films. This includes both partial coverings and full coverings. The Patent Application will not be published until the Patent is issued.

 Trademarks

 The Company has filed the following Trademark Applications with the United States Patent and Trademark Office:

 INVISIBLE SHIELD filed on February 1, 2007, Serial Number 77096911.

 Invisible Shield (with stylized logo image) filed on June 9, 2006, Serial Number 78905019.

 The Company also claims common law trademark rights in the following marks: “ShieldZone,” “Shieldspray,” “Pay Once Protect Forever,” “Invisible Invincible,” “Protect Your Digital Life,” and “Ultimate Scratch Protection.”

Government Regulations

 Our operations are subject to various federal, state and local employee workplace protection regulations including OSHA. We believe that compliance with federal, state and local environmental protection regulations will not have a material adverse effect on our capital expenditures, earnings and competitive and financial position.Although we believe that our worker and employee safety procedures are adequate and in compliance with law, we cannot completely eliminate the risk of injury to our employees, or that we may occasionally, unintentionally, be out of compliance with application law. In such event we could be liable for damages or fines or both.

Legal Proceedings

 We are not a party to any pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations or financial condition and are not aware of any threatened or contemplated proceeding by any governmental authority against our company. To our knowledge, we are not a party to any pending civil or criminal action or investigation.

Facilities; Real Property Lease

 Our principal executive offices and manufacturing facilities are currently located in a 8,300 square foot space located at 3855 South 500 West, Suites B and J, Salt Lake City, Utah 84115. We have a lease for this facility with a term expiring on June 30 2009 at a monthly rental of $3,991. The Company believes this facility is adequate for the foreseeable future.

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Employees

 We have 40 full-time employees and 4 part time employees including our management team. We have 12 employees in sales and marketing including our website, 6 in general and administration, 14 in production, 2 in technology support, 3 in graphic design, and 7 customer service agents. No employee is represented by a labor union, and we have never suffered an interruption of business caused by labor disputes.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Overview

 The following discussion of the financial condition and results of operation of ShieldZone Corporation should be read in conjunction with the financial statements and the notes to those statements included in this Current Report on Form 8-K. This discussion includes forward-looking statements that involve risk and uncertainties. As a result of many factors, such as those set forth under “Risk Factors”, actual results may differ materially from those anticipated in the forward-looking statements.

On February 8, 2007, Amerasia Khan Ltd. a Nevada corporation (the “Registrant”) executed an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Registrant and its wholly owned subsidiary, SZC Acquisition, Inc., a Nevada corporation (“Subsidiary”) on the one hand and ShieldZone Corporation, a Utah corporation (“ShieldZone” or “Target”) on the other hand. Pursuant to the Merger Agreement, ShieldZone merged with Subsidiary, with ShieldZone surviving the merger and Subsidiary ceasing to exist (the “Merger”).

In addition, pursuant to the terms and conditions of the Merger Agreement:

§   The Registrant became the holder of all of the issued and outstanding shares of capital stock of Shieldzone, resulting in a parent/subsidiary relationship between the Registrant and ShieldZone.

§   Each share of ShieldZone common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive one share of the Registrant’s common stock.

§   Certain convertible notes, issued by SheildZone in the aggregate principal amount of $250,000.00, were converted by the Registrant at an exercise price of $0.35 into 714,286 shares of the Registrant’s common stock

§   The Registrant’s board of directors was reconstituted to consist of David Ho, the Registrant’s director prior to the merger, and Robert G. Pedersen II, who prior to the Merger was the sole director of ShieldZone.

§   Each of the Registrant and SheildZone provided customary representations and warranties and closing conditions, including approval of the Merger by approval required by law of SheildZone’s stockholders.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The acquisition of ShieldZone will be accounted for as a recapitalization of ShieldZone Corporation, a Utah corporation because on a post-merger basis, the former shareholders of ShieldZone will hold a majority of our outstanding common stock on a voting and fully-diluted basis. As a result, ShieldZone is deemed to be the acquirer for accounting purposes. Accordingly, the financial statement data presented are those of ShieldZone for all periods prior to the acquisition of ShieldZone on February 8, 2007, and the financial statements of the consolidated companies from the acquisition date forward.

 For purposes of the following discussion and analysis, references to ‘‘we’’, ‘‘our’’, ‘‘us’’ refers to ShieldZone.

 ShieldZone custom-designs, markets and sells a form of protective covering for consumer electronic and hand held devices. Our key product “invisibleSHIELD”™ is made from a protective, film-like covering that was developed originally to protect the leading edges of rotary blades of military helicopters. We determined that this same film product could be configured to fit onto the surface of electronic devices and marketed to consumers for use in protecting such devices from everyday wear and tear including scratches, scrapes, debris and other surface blemishes. The film also permits touch sensitivity, meaning it can be used on devices that have a touch-screen interface. The invisibleSHIELD film material is highly reliable and durable since it was originally developed for use in a high friction, high velocity, aerospace context. The film provides long lasting protection for the surface of electronic devices subject to normal wear and tear. The film is a form of polyurethane substance, akin to a very thin, pliable, flexible and durable clear plastic that adheres to the surface and shape of the object it is applied to.

Critical Accounting Policies

 The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant estimates include the allowance for doubtful accounts, inventory valuation allowances, sales returns and warranty liability, the useful life of property and equipment and the valuation allowance on deferred tax assets.

Accounts receivable

 We sell our products to end-users through retailers and other resellers who are extended credit terms after an analysis of their financial condition and credit worthiness. We also accept orders from our website store and corporate owned kiosk stores and receive credit card payments through our merchant bank.

 Credit terms to retailers and resellers, when extended, are based on evaluation of the customers' financial condition and, generally, collateral is not required. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Management regularly evaluates the allowance for doubtful accounts considering a number of factors. Accounts receivable

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are generally due within thirty days of the invoice date and considered past due after thirty days. Estimated losses are based on the aging of accounts receivable balances, a review of significant past due accounts, and our historical write-off experience, net of recoveries. If the financial condition of our customers were to deteriorate, whether due to deteriorating economic conditions generally, in the industry, or otherwise, resulting in an impairment of their ability to make payments, additional allowances would be required.

 Accounts receivable from merchant banks are calculated based on historical collection history including the merchant bank’s evaluation and holdback criteria.

 We establish an allowance and charge bad debt expense on accounts receivable when they become doubtful of collection, and payments subsequently received on such receivables are credited to the bad debt expense in the period of recovery.

Inventories

 Inventories, consisting primarily of finished goods and raw materials, are valued at the lower of cost or market and are accounted for on the first-in, first-out basis. Management performs periodic assessments to determine the existence of obsolete, slow moving and non-saleable inventories, and records necessary provisions to reduce such inventories to net realizable value. We recognize all inventory reserves as a component of product costs of goods sold.

Revenue recognition

 We follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition.  In general, we record revenue when persuasive evidence of an arrangement exists or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  Our revenue is derived from sales of our products to retailers, resellers and end consumers. We record revenue when the product is shipped, net of estimated returns and discounts.

 We follow the guidance of Emerging Issues Task Force (EITF) Issue 01-9 ``Accounting for Consideration Given by a Vendor to a Customer'' and (EITF) Issue 02-16 ``Accounting by a Customer (Including a Reseller) for Certain Considerations Received from Vendors.'' Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products. Promotional products given to customers or potential customers are recognized as a cost of sales. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales.

Reserve for Sales Returns and Warranty Liability

 Our return policy generally allows our end users and retailers to return purchased products for refund or in exchange for new products within 30 days of end user purchase. We estimate a reserve for sales returns and record that reserve amount as a reduction of sales and as a sales return reserve liability.

 We generally provide the ultimate consumer a warranty with each product and accrue warranty expense at the time of the sale based on the Company’s prior claims history. Actual warranty costs incurred are charged against the accrual when paid.

Results of Operations

Nine months ended September 30, 2006 as compared to the period from March 24, 2005 (inception) to September 30, 2005

Net sales

 Net sales for the nine months ended September 30, 2006 were $1,978,533 as compared to net sales of $118,364 for the period from March 24, 2005 (inception) to September 30, 2005, an increase of $1,860,169 or 1,571.6%.

The significant increase in product sales is mainly attributed to continued strong sales of our invisibleSHIELD product with approximately 69% of our product being sold through our website to retail customers.

Cost of sales

 Cost of sales includes raw materials, packing materials and shipping costs. For the nine months ended September 30, 2006, cost of sales amounted to $537,375 or approximately 27% of net sales as compared to cost of sales of $17,859 or 15% of net sales for the period from March 24, 2005 (inception) to September 30, 2005. The increase in cost of sales as a percentage of net revenues for the nine months ended September 30, 2006 as compared to the period ended September 30, 2005 is attributable to an increase in shipping costs and packaging costs.

Gross profit

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 Gross profit for the nine months ended September 30, 2006 was $1,441,158 or approximately 73% of net sales as compared to $100,505 or approximately 85% of net sales for the period from March 24, 2005 (inception) to September 30, 2005. The decrease in gross profit percentage was attributable to an increase in shipping and packaging costs. There could be no assurances that we will continue to recognize similar gross profit margin in the future.

Operating expenses

 Total operating expenses for the nine months ended September 30, 2006 were $1,426,165, an increase of $1,384,637 from total operating expenses for the period from March 24, 2005 (inception) to September 30, 2005 of $41,528. This increase included the following:

·  For the nine months ended September 30, 2006, salaries and related taxes increased by $658,495 to $669,895 for the nine months ended September 30, 2006 from $11,400 in the 2005 period due to the hiring of staff to implement our business plan.

·  For the nine months ended September 30, 2006, consulting expense increased to $73,750 as compared to $0 in the 2005 period primarily due to approximately $63,000 paid to a consultant who then became our president.

·  For the nine months ended September 30, 2006, advertising and marketing expenses amounted to $269,689 as compared to $12,766 for the period from March 24, 2005 (inception) to September 30, 2005, an increase of $256,923. This increase is attributable to an increase in our marketing efforts as we roll out product and implement our business plan. We expect our marketing and advertising expenses to increase as our revenues increase and expect to spend increased funds on adverting and promotion of our products as well as sales training. During fiscal 2007, we intend to expand our marketing efforts related to our products.

·  For the nine months ended September 30, 2006, we incurred settlement expenses of $62,500 related to the early termination of a consulting contract. Pursuant to a settlement agreement, we agreed to pay $62,500 in cash which was accrued as a settlement fee payable at September 30, 2006. The amount was paid in October 2006.

·  For the nine months ended September 30, 2006, other selling, general and administrative expenses amounts to $350,331 as compared to $17,362 in the 2005 period. The increase was attributable to the increase in operations as we implement our business plan and is summarized below: 

	2006	2005
Professional fees	$ 34,937	$ 60
Insurance	25,491	-
Depreciation	17,094	28
Rent	30,653	1,000
Travel and entertainment	42,459	-
Other	199,697	16,274
Total	$ 350,331	$ 17,362

Income from operations

 We reported income from operations of $14,993 for the nine months ended September 30, 2006 as compared to income from operations of $58,977 for the period from March 24, 2005 (inception) to September 30, 2005, a

decrease of $43,984.

Other income (expense)

 For the nine months ended September 30, 2006, total other expenses amounted to $11,740 as compared to $0 for the 2005 period. This change is primarily attributable to:

· An increase in interest income of $5,819.

·  During the 2006 period, we sold property and equipment and recorded a gain of $1,000.

·  During the 2006 period, we incurred other expense of $18,559.

Income taxes

 During the nine months ended September 30, 2006, we recorded a current and deferred income tax benefit of $13,464. We computed and filed our Federal income tax return on a cash basis for 2005 and will file our federal

income tax return on the accrual basis in 2006.

Net income

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 As a result of these factors, we reported a net income of $16,717 for the nine months ended September 30, 2006 as compared to net income of $58,977 for the 2005 period.

Results of operations for the period from March 24, 2005 (inception) to December 31, 2005 ("Fiscal 2005”)

Net sales

 Net sales for fiscal 2005 were $728,786 and related to strong sales of our invisibleSHIELD product.

Cost of sales

 Cost of sales includes raw materials, packing materials, shipping and manufacturing costs. In fiscal 2005, cost of sales amounted to $119,410 or 16.4% of net sales.

Gross profit

 Gross profit for fiscal 2005 was $609,376 or 83.6% of net sale.

Operating expenses

 Total operating expenses for fiscal 2005 were $367,095 and included the following:

· During fiscal 2005, salaries and related taxes amounted to $164,038 and related to the hiring of staff to implement our business plan.

· During fiscal 2005, we recorded bad debt expense of $22,500 related to the recording of an allowance for doubtful accounts on our accounts receivable balances. This amount was primarily related to the risk we incur on credit card sales.

·  During fiscal 2005, other selling, general and administrative expenses amounts to $180,557 and consisted of the following:

	2005
Professional fees	$ 3,985
Marketing and advertising	40,392
Contract labor	42,211
Insurance	3,454
Depreciation	2,440
Rent	5,918
Travel and entertainment	4,380
Other	77,777
Total	$ 180,557

Income from operations

 We reported income from operations of $242,281 for fiscal 2005.

Other income (expense)

 For fiscal 2005, we incurred interest expense of $900.

Income taxes

 During fiscal 2005, we incurred current and deferred income tax expense of $83,005. We computed and filed our Federal income tax return on a cash basis for 2005.

Net income

 As a result of these factors, we reported net income of $158,376 or $.02 per common share for fiscal 2005.

Liquidity and Capital Resources

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 Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its liabilities and otherwise operate on an ongoing basis.

 At September 30, 2006, we had a cash balance of $161,414.

 Our working capital position decreased $37,452 to $38,299 at September 30, 2006 from $75,751 at December 31, 2005. This decrease in working capital is primarily attributable to an increase of $72,732 in accounts payable. The increase in accounts payable reflects the effects of increased operating activity during the nine months ended September 30, 2006.

 In November 2006, we entered into a Convertible Note (the “Convertible Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The note is convertible at the holder's option

any time up to maturity at a conversion price equal to $.35 per common share. The note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the

Note shall have piggy back registration rights.

 On December 27, 2006, we entered into a Secured Convertible Note Purchase Agreement (the “Convertible Note Agreement”). Pursuant to the Convertible Note Agreement, we issued a convertible note to the Investor in the original principal amount of $250,000. The note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The note is due on March 1, 2007, bears interest at 4% per year, and is secured by substantially all of the assets of the Company. Such interest is payable at maturity and shall be computed on the basis of a 360-day year. The note shall automatically convert at any time prior to maturity upon the sooner of (i) a merger of the Company with and into a publicly listed or traded entity, or (ii) the Company consummates the issuance and sale of an aggregate of $500,000 of common stock. The common shares underlying the Note shall have piggy back registration rights.

 Net cash provided by operating activities for the nine months ended September 30, 2006 was $217,032 as compared to $56,973 for the period from March 24, 2005 (inception) to September 30, 2005. For the nine months ended September 30, 2006, net cash provided by operating activities was attributable primarily to increases in our accounts payable and accrued expenses and settlement payable balances of $148,689 and $62,500, respectively, and a decrease in accounts receivable of $31,579. For the period from March 24, 2005 (inception) to September 30, 2005, net cash provided by operating activities was attributable primarily to our net income of $58,977.

 Net cash used in investing activities for the nine months ended September 30, 2006 was $171,263 attributable to the purchase of property and equipment. Net cash used in investing activities for the period from March 24, 2005 (inception) to September 30, 2005 amounted to $5,582 which was attributable to an increase in notes receivable of $3,000 and purchases of equipment of $2,582.

 Net cash provided by financing activities was $89,984 for the nine months ended September 30, 2006 compared to $0 for the period from March 24, 2005 (inception) to September 30, 2005. During the nine months ended September 30, 2006, we received cash from the sale of common stock of $75,000, received a capital contribution of $25,000 offset by the repayment of equipment financing payable of $10,016.

 We reported a net increase in cash for the nine months ended September 30, 2006 of $135,753 as compared to a net increase in cash of $51,391 for the period from March 24, 2005 (inception) to September 30, 2005.

 We currently have no material commitments for capital expenditures. Other than working capital and loans, we presently have no other alternative source of working capital. We want to build an additional manufacturing line and upgrade our manufacturing facilities and technologies, in order to expand our products. We do not have sufficient working capital to fund the additional line and upgrade our manufacturing facilities and technologies as well as providing working capital necessary for our ongoing operations and obligations. We will need to raise additional working capital to complete this project. We may seek to raise additional capital through the sale of equity securities. No assurances can be given that we will be successful in obtaining additional capital, or that such capital will be available in terms acceptable to our company. At this time, we have no commitments or plans to obtain additional capital.

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RISK FACTORS

Before investing in our common stock you should carefully consider the following risk factors, the other information included herein and the information included in our other reports and filings.  Our business, financial condition, and the trading price of our common stock could be adversely affected by these and other risks.

RISKS OF THE BUSINESS

 The markets for our products are subject to continuing change that may impair our ability to successfully sell our products The market’s for our products is volatile and subject to continuing change. Consumer tastes and demands can be unpredictable. We must continuously adjust our marketing strategy to address the changing state of the markets for our products, we may not be able to anticipate changes in the market and, as a result, our product strategies may be unsuccessful.

 We are dependant on a third party source to acquire sufficient quantities of raw materials to produce our products. We acquire substantially all of our raw materials that we use in our products from one distributor. While we believe our relationship with that distributor is excellent, and we foresee no interruption in our ability to obtain raw materials from such distributor, we might in the future need to find other sources or attempt to manufacture the raw materials, or a material substantially similar to them, ourselves. We believe we could obtain the raw materials from other sources, or obtain substantially similar raw materials, or even produce similar materials ourselves. We also keep an inventory of raw materials on hand which could support our operations even if our sources were interrupted. However any unexpected interruption in our acquisition of the raw materials and the production of our products could harm our results of operations and our revenues.

 We are dependent for our success on one key executive officer. Our inability to retain this officer would impede our business plan and growth strategies, which would have a negative impact on our business and the value of your investment. Our success depends on the skills, experience and performance of key members of our management team including Mr. Robert G. Pedersen II. We do not have an employment agreement with Mr. Pedersen. We do not have employment agreements with any other members of our senior management team. Each of those individuals without long-term employment agreements may voluntarily terminate his employment with the Company at any time upon short notice. Were we to lose one or more of these key executive officers, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give you no assurance that we can find satisfactory replacements for these key executive officers at all, or on terms that are not unduly expensive or burdensome to our company. Although we intend to issue stock options or other equity-based compensation to attract and retain employees, such incentives may not be sufficient to attract and retain key personnel.

 We are also dependent for our success on our ability to attract and retain sales and marketing personnel and other skilled management. Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. Failure to attract and retain necessary technical personnel, sales and marketing personnel and skilled management could adversely affect our business. If we fail to attract, train and retain sufficient numbers of these highly qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected.

 We experience seasonal and quarterly fluctuations in demand for our products. Our quarterly results may fluctuate quarter to quarter as a result of market acceptance of our products, the mix, pricing and presentation of the products offered and sold, the hiring and training of additional personnel, the timing of inventory write downs, the cost of materials, the incurrence of other operating costs and factors beyond our control, such as general economic conditions and actions of competitors. We are also affected by seasonal buying cycles of consumers, such as the holiday season, and the introduction of popular consumer electronics, such as a new generation of the iPod. Accordingly, the results of operations in any quarter will not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.

 We do not own significant proprietary intellectual property rights to protect out products of business. We do not own proprietary rights with respect to the film we use in our products. We have a patent pending with respect to the covering of electronic devices with thin films. In addition, we own and keep confidential the design configurations of the film and the process to cut the film which are our copyrights. We seek to protect our intellectual property rights through confidentiality agreements with our employees, consultants and partners. However, no assurance can be given that such measures will be sufficient to protect our intellectual property rights or that the intellectual property rights that we have are sufficient to protect other persons from creating and marketing substantially similar products. If we cannot protect our rights, we may lose our competitive advantage. Moreover, if it is determined that our products infringe on the intellectual property rights of third parties, we may be prevented from marketing our products.

 We have no committed source of additional capital. For the foreseeable future, we intend to fund our operations and capital expenditures from operations and our cash on hand. If our capital resources are insufficient, we may need additional funds to continue our operations, pursue business opportunities (such as expansion, acquisitions of complementary businesses or the development of new products or services), to react to unforeseen difficulties or to respond to competitive pressures. We cannot assure you that at such time as we need funds that alternative financing arrangements will be available in amounts or on terms acceptable to us, if at all. If additional financing is not available when required or is not available on acceptable terms, we may be unable to fund our expansion, successfully promote our current products, license new products or enhance our products and services, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business and the value of our common stock. If we choose to raise additional funds through the issuance of equity securities, this may cause significant dilution of our common stock, and holders of the additional equity securities may have rights senior to those of the holders of our common stock. If we obtain additional financing by issuing debt securities, the terms of these securities could restrict or prevent us from paying dividends and could limit our flexibility in making business decisions.

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 We may incur debt in the future. In order to fund operations, we may issue debt instruments which will have a senior claim on our assets in the event of a sale of assets. Future debt service may cause strain on cash flow and impair business operations.

 We may issue shares of common stock which would be dilutive to your holdings. From time to time we may issue shares of common stock in connection with equity financing activities or as incentives to our officers and business partners. We may expand the number of shares available under stock incentive and option plans, or create new plans. All issuances of common stock would be dilutive to your holdings in the Company. If your holdings are diluted, the overall value of your shares may be diminished and your ability to influence shareholder voting will also be harmed.

 Our business could be harmed if we fail to maintain proper inventory levels. We produce our products prior to the time we receive customers’ orders. We do this to minimize purchasing costs, the time necessary to fill customer orders and the risk of non-delivery. However, we may be unable to sell the products we have produced in advance. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have a material adverse effect on our operating results and financial condition. Conversely, if we underestimate demand for our products or if we fail to produce the quality products that we require at the time we need them, we may experience inventory shortages. Inventory shortages might delay shipments to customers, negatively impact distributor relationships, and diminish brand loyalty.

 We face intense competition, including competition from companies with significantly greater resources than ours, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed. Our market is highly competitive with numerous competitors. Some of our competitors have greater financial, technological, manufacturing, marketing and distribution resources than we do. Their greater capabilities in these areas may enable them to compete more effectively on the basis of price and production and more quickly develop new products and technologies. They may also have more fully developed sales channels for consumer sales including large retail seller arrangements and international distribution capabilities. In addition, new companies may enter the markets in which we compete, further increasing competition in the laser industry. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact the trading price of our common shares.

 We may not be able to effectively manage our growth. We intend to grow our business by expanding our sales, administrative and marketing organizations. Any growth in or expansion of our business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems. As with other growing businesses, we expect that we will need to refine and expand our business development capabilities, our systems and processes and our access to financing sources. We also will need to hire, train, supervise and manage new employees. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We cannot assure you that we will be able to:

o   expand our systems effectively or efficiently or in a timely manner;

o   allocate our human resources optimally;

o   meet our capital needs;

o   identify and hire qualified employees or retain valued employees; or

o   incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.

Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial condition.

 If our competitors misappropriate our proprietary know-how and trade secrets,it could have a material adverse affect on our business. We depend heavily on the expertise of our production team. If any of our competitors copies or otherwise gains access to similar products independently, we might not be able to compete as effectively. The measures we take to protect our designs may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate and therefore could have an adverse affect on our business.

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 If our facilities were to experience catastrophic loss, our operations would be seriously harmed. Our facilities could be subject to a catastrophic loss from fire, flood, earthquake or terrorist activity. All of our activities, including manufacturing, our corporate headquarters and other critical business operations are in one location. Any catastrophic loss at this facility could disrupt our operations, delay production, and revenue and result in large expenses to repair or replace the facility. While we have obtained insurance to cover most potential losses, we cannot assure you that our existing insurance coverage will be adequate against all other possible losses.

 New rules, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our common stock. We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the recent and currently proposed changes in the rules and regulations which govern publicly-held companies, including, but not limited to, certifications from executive officers and requirements for financial experts on the board of directors. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of new rules and regulations and the strengthening of existing rules and regulations by the SEC. Further, certain of these recent and proposed changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business could be adversely affected.

 Our internal controls over financial reporting may not be effective, and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business. We are subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002. We, like all other public companies, must incur additional expenses and, to a lesser extent, diversion of our management’s time in our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 regarding internal controls over financial reporting. We have not evaluated our internal controls over financial reporting in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC, which we collectively refer to as Section 404. We have never performed the system and process evaluation and testing required in an effort to comply with the management assessment and auditor certification requirements of Section 404, which may initially apply to us as of December 31, 2007 and December 31, 2008, respectively. Our lack of familiarity with Section 404 may unduly divert management’s time and resources in executing the business plan. If, in the future, management identifies one or more material weaknesses, or our external auditors are unable to attest that our management’s report is fairly stated or to express an opinion on the effectiveness of our internal controls, this could result in a loss of investor confidence in our financial reports, have an adverse effect on our stock price and/or subject us to sanctions or investigation by regulatory authorities.

 Economic, political, military or other events in the United States could interfere with our success or operations and harm our business. We market and sell our products and services in the United States and abroad. The September 11, 2001 terrorist attacks disrupted commerce throughout the United States and other parts of the world. The continued threat of similar attacks throughout the world and the military action, or possible military action, taken by the United States and other nations, in Iraq or other countries may cause significant disruption to commerce throughout the world. To the extent that such disruptions further slow the global economy or, more particularly, result in delays or cancellations of purchase orders for our products or extends the sales cycles with potential customers, our business and results of operations could be materially adversely affected. We are unable to predict whether the threat of new attacks or the responses thereto will result in any long-term commercial disruptions or if such activities or responses will have a long-term material adverse effect on our business, results of operations or financial condition.

MARKET RISKS

 Our common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. Our shares do not trade on the OTCBB and we have no trading symbol. We will apply to have our securities quoted on the OTCBB, however we cannot guarantee that our securities will be quoted in the near term, if at all. As such, there is currently no public market for our securities and one may not develop. Absent a public market, you may be unable to sell your shares of common stock at as you need to, or at a price you desire. Prior to the Merger our predecessor had no trading volume on the OTC Bulletin Board. Through this Merger ShieldZone has essentially become public without the typical initial public offering procedures which usually include a large selling group of broker-dealers who may provide market support after going public. Thus, we will be required to undertake efforts to develop a market and market recognition for us and support for our shares of common stock in the public market. The price and volume for our common stock that will develop cannot be assured.

 The number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days, weeks, months, or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained. While we are trading on the OTC Bulletin Board, the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in Bulletin Board stocks and certain major brokerage firms restrict their brokers from recommending Bulletin Board stocks because they are considered speculative, volatile and thinly traded.

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 The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the Common Stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares. As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities.

 The market price for our common stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float and lack of history as a public company which could lead to wide fluctuations in our share price. The market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price could continue to be more volatile than a seasoned issuer for the indefinite future. The potential volatility in our share price is attributable to a number of factors. First, as noted above, our shares of common stock may be sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares of common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Many of these factors will be beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time.

 In addition, the market price of our common stock could be subject to wide fluctuations in response to:

o   quarterly variations in our revenues and operating expenses;

o   announcements of new products or services by us;

o   fluctuations in interest rates;

o   significant sales of our common stock, including “short” sales;

o   the operating and stock price performance of other companies that investors may deem comparable to us; and

o   news reports relating to trends in our markets or general economic conditions.

 The stock market, in general, and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance.

 Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

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 Limitations on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit against a director. Our articles of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our articles of incorporation and bylaws may provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.

 We do not expect to pay dividends for the foreseeable future, and we may never pay dividends. We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize their investment.

 Our Chief Executive Officer and Directors, and one other shareholder, own or control at least 50% of our outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in shareholders receiving a premium over the market price for our shares. We estimate that approximately 50% of our outstanding shares of common stock is owned and controlled by our Chief Executive Officer and directors and one other stockholder. Such concentrated control of the Company may adversely affect the price of our common stock. Our principal stockholders may be able to control matters requiring approval by our stockholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into different transactions which require stockholder approval. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. Accordingly, the existing principal stockholders together with our directors and executive officers will have the power to control the election of our directors and the approval of actions for which the approval of our stockholders is required. If you acquire shares, you may have no effective voice in the management of the Company.

 Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price. There is a risk that this downward pressure may make it impossible for an investor to sell his securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.

DESCRIPTION OF PROPERTY

 The Company’s headquarters and operating facility is located at 3855 South 500 West, Suites B and J, Salt Lake City, Utah, 84115. This facility is approximately 8,300 square feet which allows us to conduct our operations on site, including processing and packaging. The Company believes that this facility is sufficient for its needs for the foreseeable future.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT PRIOR TO THE MERGER AGREEMENT

 The following table sets forth, as of February 1, 2007, certain information regarding the ownership of the Company’s capital stock by the following persons on such date: each of the directors and executive officers, each person who is known to be a beneficial owner of more than 5% of any class of our voting stock, and all of our officers and directors as a group. Unless otherwise indicated below, to our knowledge, all persons listed below had sole voting and investing power with respect to their shares of capital stock, except to the extent authority was shared by spouses under applicable community property laws.

 Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of our common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of February 1, 2007 were deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and was based upon the number of shares of the Common Stock issued and outstanding, as of February 1, 2007 which was 9,000,000 shares.

Title of Class	Name and Address Of Beneficial Owners (1)	Amount and Nature Of Beneficial Ownership	Percent Of Class
Common Stock	Johnny Lee, Director, President and Chief Executive Officer Block 4, 11A Rhythm Garden 242 Choi Hung Road, Kowloon Hong Kong, China	4,000,000	44.44%
Common Stock	David Ho, Director, Secretary and Treasurer, and Chief Financial Officer 1409 Forbes Avenue North Vancouver, B.C. V7M 2Y2 Canada	400,000	4.44%
	All officers and directors as a group (2 persons)	4,400,000	48.88%

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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT AFTER THE CLOSING OF THE MERGER AGREEMENT

 The following table sets forth information with respect to the beneficial ownership of the outstanding shares of Company’s capital stock immediately following the Merger by (i) each person known by Registrant who will beneficially own five percent (5%) or more of the outstanding shares; (ii) the officers who will take office as of the effective date of the Merger; (iii) directors as of the effective date of the Merger and director nominees who will take office as soon as the appropriate information statement can be mailed to the stockholders of registrant and the accompanying waiting period passes and (iv) all the aforementioned officers and directors as a group.

Title of Class	Name and Address Of Beneficial Owners (1)	Amount and Nature Of Beneficial Ownership	Percent Of Class (3)
Common Stock	Robert G. Pedersen II, President and Chief Executive Officer (2)(4)	6,785,714	41.15%
Common Stock	David Ho, Director 1409 Forbes Avenue North Vancouver, B.C. V7M 2Y2 Canada	0 (6)	2.46%
Common Stock	Andrew C. Park 201 Post Street, 11th Floor San Francisco, CA 94108	1,058,235	6.53%
Common Stock	SunCreek, LLC (5) 2873 Tolcate Lane Holladay, Utah 84121	5,285,714	30.85%
	All officers, directors and director nominees as a group (2 persons)	7,185,714	43.58%

(1)	Unless otherwise noted, the address for each of the named beneficial owners is: 3855 South 500 West, Suite B, Salt Lake City, Utah, 84115. Unless otherwise indicated, beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act and generally includes voting and/or investment power with respect to securities. Shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty days of February 9, 2007 are deemed to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage of ownership set forth in the above table, unless otherwise indicated.
(2)	Such person is a director nominee that the directors of Registrant have elected to the Board of Directors which appointment shall be effective upon compliance with Rule 14f1 of the Securities and Exchange Act of 1934.
(3)	The calculations of percentage of beneficial ownership are based on 16,203,572 shares of common stock outstanding as of February 9, 2007 assuming the closing of the Merger.
(4)	Includes 1,500,000 shares of Common Stock held directly by Mr. Pedersen and 5,000,000 shares of Common Stock held by SunCreek, LLC, an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. Also includes 285,714 shares subject to issuance upon the conversion of a convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted.
(5)	Also includes 285,714 shares subject to issuance upon the conversion of a convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted. SunCreek, LLC is an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. See note 4, above.
(6)	Mr. David Ho, our former Chief Financial Officer and current director, agreed to cancel his 400,000 shares of the Registrant’s common stock.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS-

APPOINTMENT OF NEW OFFICERS AND DIRECTORS

17

 In connection with the Merger Agreement, effective February 8, 2007, Mr. Ho resigned as Chief Financial Officer but will remain a director of the Company subject to a resignation to take effect on the tenth day following the mailing of the 14f1 to shareholders of Registrant. Mr. Lee resigned as director and Chief Executive Officer effective February 8, 2007. On February 8, 2007, Mr. Ho as sole director appointed Robert G. Pedersen II as Chief Executive Officer and President and a director on the Board of Directors.

 Our existing board of directors has the authority to appoint new directors of the Company, subject to Section 14f1 of the Securities Act of 1934 which requires that if a change in control of the board occurs, such change of control is not effective until 10 days after mailing a written notice of such change in control to all shareholders. The Company intends to prepare and mail such notice promptly after filing this Form 8-K. The person so appointed to the Board of Directors is Mr. Robert G. Pedersen II. Information regarding this Director nominee is included in this Form 8-K.

 The following tables summarize the Company's current executive officers and directors and the proposed executive officers and directors of the Company:

Name	Age	Position
Robert G. Pedersen II	40	Chief Executive Officer, Director Nominee *
David Ho	49	Director

 *Mr. Pedersen was appointed to our Board as of the closing of the Merger and the appointment will be effective upon our compliance with Rule 14f1.

 Robert G. Pedersen II. Mr. Pedersen provides the overall vision and strategy of ShieldZone Corporation. Mr. Pedersen has more than 20 years' experience in executive management, sales and marketing, communications, as well as owning and managing several start-up businesses and enterprises. Since 1998, Mr. Pedersen was a co-owner and executive manager for Del Sol, LC, a Utah-based specialty retailer of apparel and accessories. In 2002, he created and was the director of DelSol.com, the Del Sol, LC’s Internet presence. In September 2002 Mr. Pedersen founded PayTeck, Inc., a Utah provider of Internet-based payment processing services, which was later sold to Zion's Bank, a public company, in 2005. Mr. Pedersen joined ShieldZone in January 2006 in a full time capacity and has served as its Chief Executive Officer since that time. Robert earned a Masters Degree (MBA) from Brigham Young University in Business Administration with an emphasis in marketing, finance and organizational communications in 2000, and earned a degree in business administration (BSBA) from the University of Phoenix which was granted in 1996. Mr. Pedersen and his wife and six children reside in Holladay, Utah.

 David Ho. Mr. Ho became our Secretary and Treasurer and a Director on April 2, 2004. He was appointed as Chief Financial Officer on April 02, 2004. Since 1980 to the present, Mr. Ho has been the President of Apex Travel Ltd. in Vancouver, British Columbia, Canada. From 1980 to 1999, Mr. was the General Manager of L & L Developments Inc. In 1979, Mr. Ho obtained a degree in Computer/Math from the University of Manitoba, Manitoba, Canada. Mr. Ho resigned as our Chief Financial Officer effective February 8, 2007.

18

EXECUTIVE COMPENSATION

 None of our executive officers of Registrant prior to the Merger received compensation in excess of $100,000 for the fiscal years ended December 31, 2006, 2005 or 2004, respectively. Mr. David Ho did not receive compensation for his position as an officer of the Registrant.

SHIELDZONE SUMMARY COMPENSATION TABLE

 The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended 2006, 2005 and 2004.

SUMMARY COMPENSATION TABLE
Name and principal Position	Year	Salary($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Robert G. Pedersen II CEO & President	2004 2005	- -	- -	- -	- -	- -	- -	- 85,000 (3)	- 85,000
	2006	40,000	-	-	-	-	-	-	40,000
Phillip Chipping (1)	2004 2005	- 54,614	- -	- -	- -	- -	- -	- -	- 54,614
	2006	98,500	-	-	-	-	-	-	98,500
David Ho Former CFO (4)	2004 2005	- -	- -	- 9,600 (2)	- -	- -	- -	- -	- 9,600
	2006	-	-	-	-	-	-	-	-
Johnny Lee Former President, CEO and Director (5)	2004 2005	- -	- -	- 48,000 (2)	- -	- -	- -	- 35,000 (6)	- 83,000
	2006	-	-	-	-	-	-	-	-

(1)   Effective December 15, 2006, Mr. Chipping resigned his position as an officer and director of the Company.

(2)   The Company issued 400,000 shares of common stock to Mr. David Ho at $0.001 per share on June 10, 2005 in settlement of $400 of debt, and 2,000,000 shares of common stock to Mr. Johnny Lee at $0.001 per share on the same date in settlement of $2,000 in debt. The conversion rate of $0.001 for these issuances was the price determined by considering both the stock price at the time and the great deal of time and effort our officers and directors expended in developing our business plan and establishing the contacts necessary to progress the company thus far. We recorded a noncash charge of $9,600 to Mr. Ho and $48,000 to Mr. Lee for management compensation to reflect the fair value of the common stock issued to Messrs. Ho and Lee. These issuances were made by Amerasia Khan Ltd. prior to the merger transaction with ShieldZone.

(3)   Represents a consulting fee paid to a company owned by Mr. Pedersen for services rendered through July 2006, but paid in fiscal 2005. In January 2006, Mr. Pedersen purchased a 50% interest in the equity of the Company through an affiliated entity and was appointed Chief Executive Officer and Director of ShieldZone.

(4)   Mr. Ho has resigned as the Chief Financial Officer of the Company and ten days following the consummation of the Merger, his resignation as a director will become effective.

(5)   Mr. Lee has resigned as the President, CEO and Director of the Company.

(6)   On May 1, 2004, the Company entered into a Management Services Agreement with Mr. Johnny Lee, the Company’s former President, CEO and Director. Pursuant to the terms of the Management Services Agreement, Mr. Lee received a consulting fee of $2,500 per month, payable on the last day of each month effective from May 1, 2004 to April 30, 2005. On May 01, 2005, the Company entered into an extension of the Management Agreement for another 12 months period ending April 30, 2006. In return, because of Mr. Lee’s local knowledge of the manufacturing industry in China and Mongolia, Mr. Lee agreed to (i) provide the Company with local (China) knowledge of the manufacturing factories in China; (ii) provide quality control for all products produced by the local (China) factories; (iii) management services, including office and administration services, telephone and computer services; and (iv) to carry out management and direction of the Company’s business, including managing, supervising and the coordinating of any export activities from China/Mongolia carried out by the Company. From inception to June 29, 2005 Mr. Lee received a total of $35,000. On June 29, 2005, the Company and Mr. Johnny Lee mutually agreed to suspend the Management Agreement, until such date that the Company is more profitable and viable. Subsequently, Mr. Lee released the Company from any obligations in connection with this matter pursuant to the Sale, Assignment, Assumption and Indemnification Agreement.

STOCK OPTION GRANTS AND EXERCISES

 For the fiscal year ended December 31, 2006, neither the Company nor ShieldZone issued any options to any officers, employees or directors. The Company currently does not have a stock option or incentive plan; however the Board of Directors has reserved 725,000 shares of common stock for use in such a plan to be established after the filing of this Current Report on Form 8-K.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS FOR SHIELDZONE

Except as disclosed in footnote 6 to the above Summary Compensation Table, neither the Company nor ShieldZone had any such arrangement in the past three years.

19

COMPENSATION OF DIRECTORS

 During the year ended December 31, 2006, the directors of Registrant did not receive any compensation for services as directors. The directors of ShieldZone did not receive any separate compensation for their duties as directors during the year ended December 31, 2006.

 We intend to adopt a director compensation policy for directors which will include compensation on a per meeting basis or upon appointment which will likely be a combination of cash compensation and stock options.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 In October 2005, the Company executed a nine month consulting agreement with SunCreek, LLC, an entity wholly owned by Robert G. Pedersen II who subsequently became the Company’s Chief Executive Officer. Compensation in the amount of $85,000 was paid under the Agreement as of December 2005. No further compensation is due under the Agreement. The Agreement also provided for the sale by Phillip J. Chipping, the then sole owner of the Company, of 50% of the equity securities of the Company to SunCreek, LLC for the amount of $25,000.

 In November 2006, the Company ssued a Convertible Note (the “Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The Note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The Note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the Note have piggy back registration rights.

On February 8, 2007, immediately following consummating the Merger, the Registrant entered into a Sale, Assignment, Assumption and Indemnification Agreement with Mr. Johnny Lee. Prior to the Merger, Mr. Lee was the Registrant’s President, CEO, member of the board of directors, and one of its significant stockholders. Pursuant to the spin-out agreement, (i) the Registrant sold Mr. Lee all of its assets; (ii) Mr. Lee assumed all of the Registrant’s liabilities, (iii) Mr. Lee agreed to indemnify the Registrant for breaches by Mr. Lee under the spin-out agreement; and (iv) Mr. Lee granted the Registrant a general release. As partial consideration in connection with entering into the Spin-out Agreement, Mr. Lee agreed to cancel his 4,000,000 shares of common stock held in the Registrant.

In addition Mr. David Ho, our former Chief Financial Officer and current director, agreed to cancel his 400,000 shares of the Registrant’s common stock.

DESCRIPTION OF SECURITIES

GENERAL

 Our Company’s Articles of Incorporation provide for authority to issue 50,000,000 shares of Common Stock with $0.001 value per Share.

COMMON STOCK

 The holders of the Common Stock are entitled to receive dividends when and as declared by the Board of Directors, out of funds legally available therefore. The Company has not paid cash dividends in the past and does not expect to pay any within the foreseeable future since any earnings are expected to be reinvested in the Company. In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each outstanding share of the Common Stock is entitled to share equally in the Company's assets. Each outstanding share of the Common Stock is entitled to equal voting rights, consisting of one vote per share.

OPTIONS

 The Company intends to adopt an equity incentive plan for its officers, directors, employees and consultants. The Company has reserved 725,000 shares of Common Stock (none of which have been issued or granted) for use under the contemplated equity incentive plan.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not listed, quoted or traded on any stock exchange or quotation system. Prior to the Closing of the Merger, as of February 7, 2007, there were approximately 37 stockholders of record of our common stock. 

DIVIDENDS

 We have never paid any cash dividends on the Common Stock. We currently anticipate that any future earnings will be retained for the development of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future.

TRANSFER AGENT

 Our transfer agent is Empire Stock Transfer Inc., 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada, 89074. Telephone 702-818-5898.

20

LEGAL PROCEEDINGS

 From time to time, we may be involved in litigation or other business disputes involving our business. The Company’s management is not aware of any material legal proceedings pending against the Company.

RECENT SALES OF UNREGISTERED SECURITIES

All shares of common stock issued by ShieldZone prior to the merger were converted to and exchanged for shares of our common stock pursuant to the Merger. The convertible notes, issued by SheildZone in the aggregate principal amount of $250,000.00 were converted by us pursuant to the Merger at an exercise price of $0.35 into 714,286 shares of our common stock. The issuance of shares of our common stock pursuant to the Merger was made pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder and Regulation D.

 On July 7, 2006, ShieldZone issued and sold 39,604 shares of common stock to an accredited investor, for $75,000. The shares of common stock were subject to various stock splits after the issuance, and immediately prior to the Merger Agreement represented 100,000 shares of common stock of ShieldZone. The shares were issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as they were issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the shares for his personal account and not with a view towards distribution.

 In November 2006, the Company issued a Convertible Note (the “Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The Note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The Note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the Note have piggy back registration rights. The Note was issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as it was issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the Note and underlying shares for its personal account and not with a view towards distribution.

 On December 27, 2006, ShieldZone issued a Secured Convertible Promissory Note in the principal amount of $250,000 to an accredited investor. The Note is convertible into shares of the Company’s common stock at a conversion price per share of $0.35. The Note was issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as it was issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the Note and underlying shares for its personal account and not with a view towards distribution.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 Our By-Laws and Section 78.7502 of the Nevada Revised Statutes provides that we may indemnify any person who was or is a party, or is threatened to be made a party, to any action, suit or proceeding brought by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity. The expenses that are subject to this indemnity include attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the indemnified party in connection with the action, suit or proceeding. In order for us to provide this statutory indemnity, the indemnified party must not be liable under section 78.138 of the Nevada Revised Statutes or must have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. With respect to a criminal action or proceeding, the indemnified party must have had no reasonable cause to believe his conduct was unlawful.

 Section 78.7502 also provides that we may indemnify any person who was or is a party, or is threatened to be made a party, to any action or suit brought by or on behalf of the corporation by reason of the fact that he is or was serving at the request of the corporation as a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity against expenses actually or reasonably incurred by him in connection with the defense or settlement of such action or suit if he is not liable under section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. We may not indemnify a person if the person is judged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought or another court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity.

 Section 78.7502 further requires us to indemnify present and former directors or officers against expenses if they have been successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defense of any claim, issue, or matter.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 See Recent Sales of Unregistered Securities in Item 2.01 above, which is incorporated by reference to this Item 3.02.

21

Item 5.01 CHANGES IN CONTROL OF REGISTRANT

Under the Merger Agreement, the Registrant issued 11,233,235 shares of its common stock to stockholders of the Target, plus 714,286 to the holder of a convertible note in the amount of $250,000. The shares issued to Target shareholdes  equaled at least 69% of the outstanding shares of the Registrant’s common stock. The closing of this transaction occurred on February 8, 2007 (the “Closing Date”). In addition, Mr. Ho has provided a resignation to be effective ten days following the effectiveness of Merger Agreement in compliance with Rule 14f1, and Messrs. Lee and Ho agreed to cancel 4,400,000 shares they held of the Registrant's common stock. As such, a change in control ocurred.  Mr. Johnny Lee resigned as the Company’s Chief Executive Officer and director. Mr. David Ho, as the Company’s sole remaining member of the Board, appointed Mr. Robert G. Pedersen II as the Company’s Chief Executive Officer and President. The Board consisting of Mr. Ho has nominated Mr. Robert G. Pedersen II as a director. His appointment as director will be effective upon our compliance with Rule 14f1.

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(a)Resignation of Director

 Effective February 8, 2007 Mr. Lee resigned from the board of directors of the Registrant. There were no disagreements between him and any officer or director of the Registrant. The Registrant provided a copy of the disclosures it is making in response to this Item 5.02 to him and informed him that he may furnish the Registrant as promptly as possible with a letter stating whether he agrees or disagrees with the disclosures made in response to this Item 5.02, and that if he disagrees, then the Registrant requests that he provide the respects in which he does not agree with the disclosures. The Registrant will file any letter received from him as an exhibit to an amendment to this current report on Form 8-K within two business days after receipt by the Registrant.

(b)Resignation of Officers

 Effective February 8, 2007, Mr. Lee resigned as the Chief Executive Officer of the Registrantand director. Effective February 8, 2007, Mr. Ho resigned as the Chief Financial Officer.

(c)Appointment of Directors

 Effective February 8, 2007, Mr. Pedersen was appointed to Registrant’s Board of Directors and he will begin his service as a director as soon as Registrant complies with Rule 14f1.

 Descriptions of the newly appointed directors and officers can be found in Item 2.01 above, in the section titled “DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.”

(d)Appointment of Chief Executive Officer and President

 Effective February 8, 2007 Mr. Robert G. Pedersen was appointed as Chief Executive Officer and President of the Registrant.There are no family relationships with any of the Company’s other executive officers or directors. Any related party transactions involving Mr. Pedersen are described above. 

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 As a result of the Merger, the fiscal year end of the Registrant will change from March 30 to December 31, which is ShieldZone’s fiscal year end.

Item 5.06 CHANGE IN SHELL COMPANY STATUS

 Under the Merger Agreement by and between Registrant on one hand and Target on the other hand, on the Closing Date, the Registrant’s wholly-owned subsidiary merged with Target in exchange for the issuance of 10,175,000 shares of Common Stock to Target’s shareholders. The closing of this transaction occurred on February 8, 2007. Prior to the transaction, the Registrant was in the business or renting and selling academic regalia, such as caps, gowns and stoles. That business generated nominal revenue for the Registrant. From and after the closing, the Registrant’s operations will consist of the operations of Target.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)Financial Statements of Business Acquired

 The financial statements of ShieldZone Corporation for the period from March 24, 2005 (inception) through years ended December 31, 2005 and the unaudited financial statements for the nine months ended September 30, 2006 and 2005 are incorporated herein by reference to Exhibit 99.2 and Exhibit 99.3 to this Current Report.

(b)Unaudited Pro Forma Financial Statements

 The unaudited pro forma financial statements are incorporated herein by reference to Exhibit 99.4 to this Current Report.

(c)INDEX TO EXHIBITS.

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated February 8, 2007
2.2	Sale, Assignment, Assumption and Indemnification Agreement dated February 8, 2007
3.1(1)	Articles of Incorporation of Registrant as filed with the State of Nevada
3.2 (1)	Bylaws of Registrant
10.1 (1)	Management Services Agreement dated May 1, 2005
10.2 (1)	Extension ofManagement Services Agreement dated May 1, 2005
10.3 (1)	Suspension of Management Services Agreement Dated May 1, 2005
10.4 (1)	Academic Regalia Purchase and Rental Agreement Dated June 15, 2005
10.5	Form of Reseller Agreement
10.6	Form of License Agreement
10.7	Form of Distributorship Agreement
10.8	Distribution Agreement with CareFit USA dated October 3, 2006
10.9	Distribution Agreement with ENVIOUS dated January 24, 2006
99.1	Director’s and Officer’s Letter of Resignation by Mr. Johnny Lee dated February 8, 2007
99.2	FiFinancial statements of ShieldZone Corporation for the period from March 24, 2005 (inception) through year ended December 31, 2005
99.3	Unaudited financial statements of ShieldZone Corporation for the nine months ended September 30, 2006 and 2005
99.4	Unaudited pro forma balance sheet as of December 31, 2005 and September 30, 2006 and unaudited pro forma Statement of Operations for the fiscal year ended December 31, 2005 and the nine months ended September 30, 2006.
(1)	Incorporated by Reference from Registrant’s Registration Statement on Form SB-2 filed December 2, 2005, as amended.

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2007
By:	/s/ Robert G. Pedersen II
	Robert G. Pedersen II, Chief Executive Officer and President

EX-2.1

AGREEMENT AND PLAN OF MERGER

by and among

AMERASIA KHAN ENTERPRISES LTD

SZC ACQUISITION, INC.

and

SHIELDZONE CORPORATION

February 8, 2007

TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	1
ARTICLE II THE MERGER		6
Section 2.1	Merger	6
Section 2.2	Effective Time	6
Section 2.3	Certificate of Incorporation	6
Section 2.4	Effects of the Merge	7
Section 2.5	Closing	7
Section 2.6	Tax-Free Merger	7
ARTICLE III MERGER CONSIDERATION; CONVERSION AND EXCHANGE OF SECURITIES		7
Section 3.1	Manner and Basis of Converting and Exchanging Capital Stock	7
Section 3.2	Surrender and Exchange of Certificates	8
Section 3.3	Options, Warrants	10
Section 3.4	Parent Common Stock	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		10
Section 4.1	Organization	10
Section 4.2	Authorization; Validity of Agreement	10
Section 4.3	Capitalization	11
Section 4.4	Consents and Approvals; No Violations	11
Section 4.5	Financial Statements	11
Section 4.6	No Undisclosed Liabilities	12
Section 4.7	Litigation	12
Section 4.8	No Default; Compliance with Applicable Laws	12
Section 4.9	Broker’s and Finder’s Fees	12
Section 4.10	Contracts	12
Section 4.11	Tax Returns and Audits	13
Section 4.12	Patents and Other Intangible Assets	13
Section 4.13	Employee Benefit Plans; ERISA	14
Section 4.14	Title to Property and Encumbrances	14
Section 4.15	Condition of Properties	15
Section 4.16	Insurance Coverage	15
Section 4.17	Environmental Matters	15
Section 4.18	Disclosure	16
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP.		16
Section 5.1	Organization	16
Section 5.2	Authorization; Validity of Agreement	16

ii

Section 5.3	Consents and Approvals; No Violations	17
Section 5.4	Litigation	17
Section 5.5	No Default; Compliance with Applicable Laws	17
Section 5.6	Broker’s and Finder’s Fees; Broker/Dealer Ownership	18
Section 5.7	Capitalization of Parent	18
Section 5.8	Acquisition Corp.	18
Section 5.9	Validity of Shares	18
Section 5.10	SEC Reporting and Compliance	18
Section 5.11	Financial Statements	19
Section 5.12	No General Solicitation	20
Section 5.13	Absence of Undisclosed Liabilities	20
Section 5.14	Changes	20
Section 5.15	Tax Returns and Audits	21
Section 5.16	Employee Benefit Plans; ERISA.	21
Section 5.17	Interested Party Transactions	22
Section 5.18	Questionable Payments	22
Section 5.19	Obligations to or by Stockholders	22
Section 5.20	Schedule of Assets and Contracts	22
Section 5.21	Environmental Matters	23
Section 5.22	Employees	24
Section 5.23	Title to Property and Encumbrances	24
Section 5.24	Condition of Properties	24
Section 5.25	Insurance Coverage	24
Section 5.26	Disclosure	24
Section 5.27	No Liabilities	24
ARTICLE VI CONDUCT OF BUSINESSES PENDING THE MERGER		25
Section 6.1	Conduct of Business by the Company Pending the Merger	25
Section 6.2	Conduct of Business by Parent and Acquisition Corp	25
ARTICLE VII ADDITIONAL AGREEMENTS		26
Section 7.1	Access and Information	26
Section 7.2	Additional Agreements	27
Section 7.3	Publicity	27
Section 7.4	Appointment of Directors	28
Section 7.5	Name Changes	28
Section 7.6	Stockholder Consent	28
ARTICLE VIII CONDITIONS OF PARTIES’ OBLIGATIONS		29
Section 8.1	Company Obligations	29
Section 8.2	Parent and Acquisition Corp. Obligations	30
ARTICLE IX INDEMNIFICATION AND RELATED MATTERS		31
Section 9.1	Indemnification by Parent	31
Section 9.2	Survival	31
Section 9.3	Time Limitations	32
Section 9.4	Limitation on Liability	32
Section 9.5	Notice of Claims	32

iii

ARTICLE X TERMINATION PRIOR TO CLOSING		33
Section 10.1	Termination of Agreement	33
Section 10.2	Termination of Obligations	33
ARTICLE XI MISCELLANEOUS		34
Section 11.1	Amendments	34
Section 11.2	Notices	34
Section 11.3	Entire Agreement	35
Section 11.4	Expenses	35
Section 11.5	Severability	35
Section 11.6	Successors and Assigns; Assignment	36
Section 11.7	No Third Party Beneficiaries	36
Section 11.8	Counterparts; Delivery by Facsimile	36
Section 11.9	Waiver	36
Section 11.10	No Constructive Waivers	36
Section 11.11	Further Assurances	36
Section 11.12	Recitals	37
Section 11.13	Headings	37
Section 11.14	Governing Law	37
Section 11.15	Dispute Resolution	37
Section 11.16	Interpretation	37

LIST OF EXHIBITS
Exhibit	Description
Exhibit A	Certificate of Incorporation of Surviving Corporation
Exhibit B	By-laws of Surviving Corporation
Exhibit C	Directors of Parent Pre-Effective Time and Post-Effective Time
Exhibit D	Convertible Notes
Exhibit E	Certificate of Incorporation of Parent
Exhibit F	Bylaws of Parent

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is entered into as of February 8, 2007 by and among AMERASIA KHAN ENTERPRISES LTD, a Nevada corporation (“Parent”), SZC ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and SHIELDZONE CORPORATION, a Utah corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors of each of Parent, Acquisition Corp. and the Company have approved, and deem it advisable and in the best interests of their respective stockholders to consummate, the acquisition of the Company by Parent, which acquisition is to be effected by the merger of Acquisition Corp. with and into the Company, with the Company being the surviving entity (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement (as defined herein);

WHEREAS, the parties hereto intend that the Merger shall qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of Section 368(a)(2)(E) of the Code; and

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. Capitalized terms used in this Agreement shall have the following meanings:

“Acquisition Corp.” shall have the meaning given to such term in the preamble to this Agreement.

“Acquisition Proposal” shall have the meaning given to such term in Section 6.2 hereof.

“Action” shall mean any claim, action, suit, proceeding, investigation or order.

“Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such Person. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Agreement and Plan of Merger, including the exhibits attached hereto or referred to herein, as the same may be amended or modified from time to time in accordance with the provisions hereof.

Draft 1/30/07

“Balance Sheet” shall have the meaning given to such term in Section 4.5 hereof.

“Balance Sheet Date” shall have the meaning given to such term in Section 4.5 hereof.

“By-laws” shall have the meaning given to such term in Section 2.3(b) hereof.

“Certificate of Incorporation” shall have the meaning given to such term in Section 2.3(a) hereof.

“Closing” shall have the meaning given to such term in Section 2.5 hereof.

“Closing Date” shall have the meaning given to such term in Section 2.5 hereof.

“Code” shall have the meaning given to such term in the third recital to this Agreement.

“Commission” shall mean the United States Securities and Exchange Commission.

“Company” shall have the meaning given to such term in the preamble to this Agreement.

“Company Capital Stock” shall mean, collectively, the Company Common Stock and the Company Preferred Stock.

“Company Common Stock” shall mean the common stock, no par value, of the Company.

“Company Material Adverse Effect” shall mean any change, effect or circumstance that is materially adverse or is reasonably likely to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or operations of the Company and its subsidiaries, taken as a whole, other than any such change, effect or circumstance relating to general economic, regulatory or political conditions, except to the extent such change, effect or circumstance disproportionately affects the Company and its subsidiaries, taken as a whole.

“Company Preferred Stock” shall mean, collectively, all Preferred Stock, if any, issued or issuable by the Company.

“Company Stock Options” shall have the meaning given to such term in Section 3.3(a) hereof.

“Contract” shall have the meaning given to such term in Section 4.4 hereof.

“Consents” shall mean any permits, filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to, with or by any Person.

“Convertible Notes” shall mean the issued and outstanding Convertible Promissory Notes of the Company.

“Dissenting Shares” shall have the meaning given to such term in Section 3.2(d) hereof.

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“Effective Time” shall have the meaning given to such term in Section 2.2 hereof.

“Employee Benefit Plans” shall have the meaning assigned to it in Section 4.13 hereof.

“Environmental Law” shall mean the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq. and comparable state statutes dealing with the registration, labeling and use of pesticides and herbicides; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§ 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq., as any of the above referenced statutes have been amended as of the date hereof, all rules, regulations and policies promulgated pursuant to any of the above referenced statutes, and any other foreign, federal, state or local law, statute, ordinance, rule, regulation or policy governing environmental matters, as the same have been amended as of the date hereof.

“ERISA” shall mean the Employee Retirement Income Securities Act of 1974, as amended, and the regulations issued thereunder.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States consistently applied.

“Hazardous Material” means any substance or material meeting any one or more of the following criteria: (a) it is or contains a substance designated as or meeting the characteristics of a hazardous waste, hazardous substance, hazardous material, pollutant, chemical substance or mixture, contaminant or toxic substance under any Environmental Law; (b) its presence at some quantity requires investigation, notification or remediation under any Environmental Law; (c) it contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, petroleum hydrocarbons, petroleum derived substances or waste, pesticides, herbicides, crude oil or any fraction thereof, nuclear fuel, natural gas or synthetic gas; or (d) mold.

“Incentive Plans” shall have the meaning given to such term in Section 3.3(d) hereof.

“Indebtedness” shall mean any obligation of the Company that under GAAP is required to be shown on the Balance Sheet of the Company as a Liability. Any obligation secured by a Lien on, or payable out of the proceeds of production from, property of the Company shall be deemed to be Indebtedness even though such obligation is not assumed by the Company.

“Indebtedness for Borrowed Money” shall mean (a) all Indebtedness in respect of money borrowed including, without limitation, Indebtedness which represents the unpaid amount of the purchase price of any property and is incurred in lieu of borrowing money or using available funds to pay such amounts and not constituting an account payable or expense accrual incurred or assumed in the ordinary course of business of the Company, (b) all Indebtedness evidenced by

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a Promissory note, bond or similar written obligation to pay money, or (c) all such Indebtedness guaranteed by the Company or for which the Company is otherwise contingently liable.

“Information Statement” shall have the meaning given to such term in Section 7.7 hereof.

“Intellectual Property” shall have the meaning given to such term in Section 4.12(b) hereof.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Letter of Transmittal” shall have the meaning assigned to it in Section 3.2 hereof.

“Liability” shall mean any and all liability, debt, obligation, deficiency, Tax, penalty, fine, claim, cause of action or other loss, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due and regardless of when asserted.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by statute or other law.

“Merger” shall have the meaning given to such term in the second recital to this Agreement.

“NRS” shall mean the Nevada Revised Statutes and General Corporation Law of Nevada, as amended.

“Parent” shall have the meaning given to such term in the preamble to this Agreement.

“Parent Balance Sheet” shall have the meaning assigned to such term in Section 5.13 hereof.

“Parent Balance Sheet Date” shall have the meaning assigned to it in Section 5.13 hereof.

“Parent Common Stock” shall mean the common stock, par value $0.001 per share, of Parent.

“Parent Employee Benefit Plans” shall have the meaning assigned to such term in Section 5.16 hereof.

“Parent Financial Statements” shall have the meaning assigned to such term in Section 5.10 hereof.

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“Parent Material Adverse Effect” means any change, effect or circumstance that is materially adverse or is reasonably likely to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or operations of Parent and its subsidiaries, taken as a whole, other than any such change, effect or circumstance relating to general economic, regulatory or political conditions, except to the extent such change, effect or circumstance disproportionately affects Parent and its subsidiaries, taken as a whole.

“Parent Preferred Stock” shall mean the preferred stock, par value $0.001 per share, of Parent.

“Parent SEC Documents” shall have the meaning assigned to such term in Section 5.9 hereof.

“Permitted Liens” shall mean (a) Liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmens’ and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings; and (c) Liens incidental to the conduct of the business of the Company that were not incurred in connection with the borrowing of money or the obtaining of advances or credits and which do not in the aggregate materially detract from the value of its property or materially impair the use made thereof by the Company in its business.

“Parent Stockholder Consent” shall have the meaning assigned to such term in Section 7.6 hereof.

“Person” shall mean any individual, corporation, limited liability company, partnership, joint venture, trust or other entity or organization, including any government or political subdivision or an agency or instrumentality thereof.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations issued thereunder.

“Stockholder” shall mean any record holder of Company Capital Stock.

“Surviving Corporation” shall have the meaning given to such term in Section 2.1 hereof.

“Tax” or “Taxes” shall mean (a) any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies and other governmental charges of any kind whatsoever (including, but not limited to, taxes on or with respect to net or gross income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, real property transfer, transfer gains, transfer taxes, inventory, capital stock, license, payroll, employment, social security, unemployment, severance, occupation, real or personal property, estimated taxes, rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative minimum, doing business, withholding and stamp), together with any interest thereon, penalties, fines, damages costs, fees, additions to tax or additional amounts with respect thereto, imposed by the United States (federal, state or local) or other applicable jurisdiction; (b) any liability for the payment of any

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amounts described in clause (a) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group or as a result of transferor or successor liability, including, without limitation, by reason of Code Section 1.1502-6; and (c) any liability for the payments of any amounts as a result of being a party to any Tax Sharing Agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in either clauses (a) or (b).

“Tax Return” shall include all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns (including Form 1099 and partnership returns filed on Form 1065)) required to be supplied to a Tax authority relating to Taxes.

“Tax Sharing Agreements” shall have the meaning given to such term in Section 4.15 hereof.

ARTICLE II

THE MERGER

Section 2.1Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Acquisition Corp. shall be merged with and into the Company in accordance with the Utah Corporations Statutes (Utah Revised Business Corporations Act) (“UCS”). Following the Effective Time, the separate corporate existence of Acquisition Corp. shall cease, and the Company shall continue as the corporation surviving the Merger (sometimes hereinafter referred to as the “Surviving Corporation”).

Section 2.2Effective Time. The Parent, the Company and Acquisition Corp. shall cause a certificate of merger to be filed on the Closing Date (or on such other date as the Company and Parent may agree in writing) with the Secretary of State of the State of Nevada as provided in the NRS and the Secretary of the State of Utah as provided in the UCS, and shall make all other filings or recordings required by the NRS or UCS in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed in accordance with the NRS and UCS with the Secretary of States of the State of Nevada and Utah or such later time as specified in the certificate of merger, and such time is hereinafter referred to as the “Effective Time.”

Section 2.3Certificate of Incorporation; By-laws; Directors and Officers.

(a)The certificate of incorporation of ShieldZone as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.

(b)The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law.

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(c)Oneor moreofthedirectors oftheCompanyimmediatelyprior tothe EffectiveTimeshallbetheinitialdirectorsofthe SurvivingCorporationandshallholdofficefrom theEffectiveTimeuntiltheir respectivesuccessors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. TheofficersoftheCompanyimmediatelypriortotheEffectiveTimeshall betheinitialofficersoftheSurvivingCorporationandshallholdofficefromtheEffectiveTime until theirrespective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws.

(d)Upon the filing of the certificate of merger with the Secretary of State of the State of Nevada and the Secretary of State of the State of Utah as contemplated by Section 2.2 hereof, the officers and directors of the Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the NRS and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.

Section 2.4Effects of the Merger. The Merger shall have the effects set forth in the UCS. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Acquisition Corp. shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Acquisition Corp. shall become the debts, liabilities and duties of the Surviving Corporation. The Company acknowledges that, from and after the Effective Time, Parent shall have the absolute and unqualified right to deal with the assets and business of the Surviving Corporation as its own property without limitation on the disposition or use of such assets or the conduct of such business.

Section 2.5Closing. The consummation of the transactions contemplated by this Agreement, including the Merger (the “Closing”), shall take place: (a) at the offices of Cane Clark, 3273 E. Warm Springs Rd., Las Vegas, NV at 10:00 a.m. local time on the date on which all of the conditions to the Closing set forth in Article VIII hereof shall be fulfilled or waived in accordance with this Agreement (other than conditions that can be satisfied only at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing); or (b) at such other place, time and date as the Company and Parent may agree in writing (the “Closing Date”).

Section 2.6Tax-Free Merger. The parties hereto intend that the Merger will be treated as a tax-free reorganization under Section 368 of the Code.

ARTICLE III

MERGER CONSIDERATION; CONVERSION AND EXCHANGE OF SECURITIES

Section 3.1Manner and Basis of Converting and Exchanging Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding shares of capital stock or other securities of the Company, Parent or Acquisition Corp.:

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(a)Acquisition Corp. Stock. Each share of common stock, par value $0.001 per share, of Acquisition Corp. issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of capital stock, no par value per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving Corporation following the Merger.

(b)Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive one (1) share of Parent Common Stock.

(c)Convertible Notes. At the effective time of the merger the Convertible Notes of the Company set forth on Exhibit D shall be converted into the right to receive one (1) share of Parent Common Stock in accordance with their terms. Exhibit D hereto sets forth the number of shares of Parent Common Stock into which such Convertible Notes issued and outstanding on the date hereof shall become convertible at the Effective Time.

(d)Treasury Stock. Notwithstanding any provision of this Agreement to the contrary, each share of Company Capital Stock held in the treasury of the Company and each share of Company Capital Stock, if any, owned by Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time shall be canceled in the Merger and shall not be converted or exchanged into the right to receive any shares of capital stock or other securities of Parent.

(e)No Fractional Shares. No fractional shares of Parent Common Stock shall be issued in, or as a result of, the Merger. Any fractional shares of Parent Common Stock that a holder of record of Company Capital Stock would otherwise be entitled to receive as a result of the Merger shall be aggregated. If a fractional share of Parent Common Stock results from such aggregation, the number of shares required to be issued to such record holder shall be rounded up to the nearest whole number of shares of Parent Common Stock.

Section 3.2Surrender and Exchange of Certificates.

(a)Letter of Transmittal. Promptly after the Effective Time, Parent shall mail, or cause to be mailed, to each record holder of certificate(s) formerly representing ownership of Company Capital Stock that was converted into the right to receive Parent Common Stock pursuant to Section 3.1 hereof (i) a letter of transmittal (“Letter of Transmittal”) for delivery of such certificate(s) to Parent and (ii) instruction for use in effecting the surrender of certificate(s), in each case in form and substance mutually agreeable to the Company and Parent. Delivery shall be effected, and risk of loss and title to the Parent Common Stock shall pass, only upon delivery to the Parent (or a duly authorized agent of Parent) of certificate(s) formerly representing ownership of Company Capital Stock (or an affidavit of lost certificate and indemnification or surety bond) and a properly completed and duly executed Letter of Transmittal, as described in Section 3.2(b) hereof. Notwithstanding the foregoing, Parent shall not be required to mail, or cause to be mailed, a Letter of Transmittal to any record holder of certificate(s) formerly representing ownership of Company Capital Stock if such holder has previously agreed or consented to the exchange of certificates that are held in custody by the Company for the benefit of such holder.

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(b)Exchange Procedures. Parent shall issue to each former record holder of Company Capital Stock, upon delivery to Parent (or a duly authorized agent of Parent) of (i) certificate(s) formerly representing ownership of Company Capital Stock endorsed in blank or accompanied by duly executed stock powers (or an affidavit of lost certificate and indemnification in form and substance reasonably acceptable to Parent stating that, among other things, the former record holder has lost his or her certificate(s) or that such certificate(s) have been destroyed) and (ii) a properly completed and duly executed Letter of Transmittal in form and substance reasonably satisfactory to Parent, a certificate or certificates registered in the name of such former record holder representing the number of shares of Parent Common Stock that such former record holder is entitled to receive in accordance with Section 3.1 hereof. Subject to Section 3.2(d) hereof, until the certificate(s) (or affidavit) is delivered together with the Letter of Transmittal in the manner contemplated by this Section 3.2(b), each certificate (or affidavit) previously representing ownership of Company Capital Stock shall be deemed at and after the Effective Time to represent only the right to receive Parent Common Stock and the former record holders thereof shall cease to have any other rights with respect to his or her Company Capital Stock.

(c)Termination of Exchange Process. Any Parent Common Stock that remains unclaimed by a former record holder of Company Capital Stock at the first anniversary of the Effective Time may be deemed “abandoned property” subject to applicable abandoned property, escheat and other similar laws in the State in which the former record holder resides. None of the Company, Parent, Acquisition Corp. or the Surviving Corporation shall be liable to any person in respect of any Parent Company Stock delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(d)Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a Stockholder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares of Company Capital Stock in accordance with the UCS (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into the right to receive Parent Common Stock in accordance with Section 3.1 hereof, and shall only be entitled to receive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such Stockholder fails to perfect or withdraws or loses his or her right to appraisal or otherwise fails to establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under the NRS, such shares of Company Capital Stock shall be treated as if they had converted as of the Effective Time into the right to receive Parent Common Stock in accordance with Section 3.1 hereof, and such shares of Company Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and the Company prior to the Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the outstanding shares of the Company are Dissenting Shares, the Parent has the sole discretion to terminate this Agreement, which shall forthwith become void and of no further force and effect and the parties hereto shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

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(e)Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

(f)FurtherRightsinCompanyStock. AllsharesofParentCommonStockissued uponexchangeofsharesofCompanyCapitalStockinaccordancewiththetermshereof shallbedeemedtohavebeenissuedinfullsatisfactionofallrightspertainingtosuchsharesof CompanyCapitalStock.

Section 3.3Options, Warrants.The Company has no issued or outstanding warrants and options to purchase shares of Company Common Stock (collectively, the “Company Stock Options”) and therefore at the Effective Time none will be issued.

Section 3.4Parent Common Stock. Parent shall reserve a sufficient number of shares of Parent Common Stock to complete the conversion and exchange of Company Capital Stock into Parent Common Stock contemplated by Sections 3.1 and 3.2 hereof, and the issuance of any Parent Common Stock underlying options and warrants, notes or other rights to acquire Parent Common Stock in accordance with Section 3.3 hereof. Parent covenants and agrees that immediately prior to the Effective Time there will be 9,000,000 shares of Parent Common Stock issued and outstanding, and that no other common or preferred stock or equity securities of the Parent, or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or equity securities of the Parent, shall be issued or outstanding immediately prior to the Effective Time.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent as follows:

Section 4.1Organization. The Company (i) is duly organized, validly existing and in good standing (or its equivalent) under the laws of the State of Utah, (ii) has all licenses, permits, authorizations and other Consents necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed to be conducted, except where such failure would not have, or be reasonably likely to have, a Company Material Adverse Effect. The Company is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted by it makes such qualification or authorization necessary, except where the failure to be so duly qualified, authorized and in good standing would not have a Company Material Adverse Effect.

Section 4.2Authorization; Validity of Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the

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transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other action (except the approval of the requisite Stockholders solely with respect to consummation of the Merger) on the part of the Company or any of its Stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Acquisition Corp.) is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 4.3Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 10,500,000 shares of Company Common Stock. As of the date hereof, there are 10,175,000 shares of Company Common Stock issued and outstanding. As of the date hereof, the Company has Convertible Notes issued and outstanding in the aggregate principal amount of $350,000, of which $250,000 of such Notes at the effective time will be converted into 714,286 shares of Company Common Stock. All the outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable.

Section 4.4Consents and Approvals; No Violations. Except for (a) approval of the Merger by the requisite Stockholders and (b) filing of the certificate of merger with the Secretary of State of the State of Utah, neither the execution, delivery or performance of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance upon any of the properties of the Company or any of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument (collectively, “Contract”) to which the Company or any its subsidiaries or any of their respective properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to the Company or any of its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Company Material Adverse Effect.

Section 4.5Financial Statements. The Company has delivered or made available as of the date hereof or shall, prior to the Closing Date, deliver or make available to Parent the audited balance sheets of the Company for the fiscal year ended December 31, 2005 and unaudited balance sheets for the nine month period ended September 30, 2006 (the “Balance Sheet Date”) and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Company for the fiscal year ended December 31, 2005 and the nine month period ended September 30, 2006. The foregoing financial statements (including any notes

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thereto) (i) have been prepared based upon the books and records of the Company, (ii) have been prepared in accordance with GAAP (except as otherwise noted therein), and (iii) present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as at their respective dates and for the periods then ended. To the knowledge of the Company, since the Balance Sheet Date, no fact or condition exists that has not been disclosed to Parent that has had or could reasonably be expected to have a Company Material Adverse Effect.

Section 4.6No Undisclosed Liabilities. As of the date hereof, except (a) for Liabilities reflected on the face of the balance sheet for the nine month period ended September 30, 2006 (the “Balance Sheet”) and (b) Liabilities of the same type, magnitude and scope as those reflected on the Balance Sheet which have arisen since the Balance Sheet Date in the ordinary course of business, and which would not, in the aggregate, result in a Company Material Adverse Effect, the Company does not have any Liability.

Section 4.7Litigation. There is no Action pending or, to the knowledge of the Company, threatened, involving the Company or its subsidiaries or affecting any of the officers, directors or employees of the Company or its subsidiaries with respect to the Company’s or any subsidiary’s business by or before any governmental entity or by any third party that has had or could reasonably be expected to have a Company Material Adverse Effect and neither the Company nor any of its subsidiaries have received written notice that any such Action is threatened. Neither the Company nor any of its subsidiaries is in default under any judgment, order or decree of any governmental entity applicable to its business, which default could reasonably be expected to have a Company Material Adverse Effect.

Section 4.8No Default; Compliance with Applicable Laws. The Company is not in default or violation of any material term, condition or provision of (i) its certificate of incorporation or by-laws or (ii) to the Company’s knowledge, any law applicable to the Company or its property and assets, and the Company has not received written notice of any violation of or Liability under any of the foregoing (whether material or not).

Section 4.9Broker’s and Finder’s Fees. To the knowledge of the Company, no Person has, or as a result of the transactions contemplated or described herein will have, any right or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity.

Section 4.10Contracts.

(a)The Company is not in violation or breach of any material contract, except such violations that, in the aggregate, would not result in, or would not reasonably be expected to result in, a Company Material Adverse Effect. There does not exist any event or condition that, after notice or lapse of time or both, would constitute an event of default or breach under any material Contract on the part of the Company or, to the knowledge of the Company, any other party thereto or would permit the modification, cancellation or termination of any material Contract or result in the creation of any lien upon, or any person acquiring any right to acquire, any assets of the Company, other than any events or conditions that, in the aggregate would not result in, or would not reasonably be expected to result in, a Company Material Adverse Effect. The Company has not received in writing any claim or threat that the Company has breached any of the terms and conditions of any material Contract, other than any material Contracts the

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breach of which, in the aggregate, would not result in, or would not reasonably be expected to result in, a Company Material Adverse Effect.

(b)The consent of, or the delivery of notice to or filing with, any party to a material Contract is not required for the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated under the Agreement.. The Company has made available to Parent and Acquisition Corp. true and complete copies of all Contracts and other documents requested by Parent or Acquisition Corp.

Section 4.11Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Section 4.12Patents and Other Intangible Assets.

(a)To the knowledge of the Company, the Company (i) owns or has the right to use, pursuant to a valid license, sublicense, agreement, or permission, free and clear of all Liens, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing.

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(b)To the knowledge of the Company, the Company owns and has the right to use all trade secrets, if any, including know-how, negative know-how, formulas, patterns, programs, devices, methods, techniques, inventions, designs, processes, computer programs and technical data and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors (collectively, “Intellectual Property”) required for or incident to the development, operation and sale of all products and services sold by the Company, free and clear of any right, Lien or claim of others. All Intellectual Property can and will be transferred by the Company to the Surviving Corporation as a result of the Merger and without the consent of any Person other than the Company.

Section 4.13Employee Benefit Plans; ERISA.

(a)All “employee benefit plans” (within the meaning of Section 3(3) of the ERISA) of the Company and other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs of every type, other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Company, whether written or unwritten and whether or not funded, are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law.

(b)There are no pending claims or lawsuits that have been asserted or instituted against any Employee Benefit Plan, the assets of any of the trusts or funds under the Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Employee Benefit Plans or against any fiduciary of an Employee Benefit Plan with respect to the operation of such plan, nor does the Company have any knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to form the basis of any such claim or lawsuit.

(c)There is no pending or, to the knowledge of the Company, threatened investigation, or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Employee Benefit Plan and the Company has no knowledge of any incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action.

(d)No actual or, to the knowledge of the Company, contingent Liability exists with respect to the funding of any Employee Benefit Plan or for any other expense or obligation of any Employee Benefit Plan, except as disclosed on the Balance Sheet, and no contingent Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

(e)No events have occurred or are reasonably expected to occur with respect to any Employee Benefit Plan that would cause a material change in the costs of providing benefits under such Employee Benefit Plan or would cause a material change in the cost of providing such Employee Benefit Plan.

Section 4.14Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held

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under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

Section 4.15Condition of Properties. All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in operating condition, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s existing business.

Section 4.16Insurance Coverage. There is in full force and effect one or more policies of insurance issued by insurers of recognized responsibility insuring the Company and its properties, products and business against such losses and risks, and in such amounts, as are customary for corporations of established reputation engaged in the same or similar business and similarly situated. The Company has not been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it will be unable to renew its existing insurance coverage as and when the same shall expire upon terms at least as favorable to those currently in effect, other than possible increases in premiums that do not result from any act or omission of the Company. No suit, proceeding or action or, to the knowledge of the Company, threat of suit, proceeding or action has been asserted or made against the Company due to alleged bodily injury, disease, medical condition, death or property damage arising out of the function or malfunction of a product, procedure or service designed, manufactured, sold or distributed by the Company.

Section 4.17Environmental Matters.

(a)To the knowledge of the Company, the Company has never generated, used, handled, treated, released, stored or disposed of any Hazardous Materials on any real property on which it now has or previously had any leasehold or ownership interest, except in compliance with all applicable Environmental Laws.

(b)To the knowledge of the Company, the historical and present operations of the business of the Company are in compliance with all applicable Environmental Laws, except where any non-compliance has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(c)There are no material pending or, to the knowledge of the Company, threatened, demands, claims, information requests or notices of noncompliance or violation against or to the Company relating to any Environmental Law; and, to the knowledge of the Company, there are no conditions or occurrences on any of the real property used by the Company in connection with its business that would reasonably be expected to lead to any such demands, claims or notices against or to the Company, except such as have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

(d)To the knowledge of the Company, (i) the Company has not, sent or disposed of, otherwise had taken or transported, arranged for the taking or disposal of (on behalf of itself, a customer or any other party) or in any other manner participated or been involved in the taking of or disposal or release of a Hazardous Material to or at a site that is contaminated by any Hazardous Material or that, pursuant to any Environmental Law, (A) has been placed on the

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“National Priorities List”, the “CERCLIS” list, or any similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take “removal”, “remedial”, “corrective” or any other “response” action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) the Company is not involved in (and has no basis to reasonably expect to be involved in) any suit or proceeding and has not received (and has no basis to reasonably expect to receive) any written notice, request for information or other communication from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Material or a violation or alleged violation of any Environmental Law, and has not received (and has no basis to reasonably expect to receive) written notice of any claims from any Person relating to property damage, natural resource damage or to personal injuries from exposure to any Hazardous Material; and (iii) the Company has timely filed every report required to be filed, acquired all necessary certificates, approvals and permits, and generated and maintained all required data, documentation and records under all Environmental Laws, in all such instances except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.18Disclosure. There is no fact relating to the Company that the Company has not disclosed to Parent in writing that has had or is currently having a Company Material Adverse Effect. No representation or warranty by the Company herein and no information disclosed in the exhibits hereto by the Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP.

Parent and Acquisition Corp. hereby represent and warrant to the Company as follows:

Section 5.1Organization. Each of Parent and Acquisition Corp. (i) is duly organized, validly existing and in good standing under the laws of its State of incorporation or organization, (ii) has all licenses, permits, authorizations and other Consents necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed to be conducted, in each case except where such failures would not have, or be reasonably likely to have, a Parent Material Adverse Effect. Each of Parent and Acquisition Corp. is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted by it makes such qualification or authorization necessary, except where the failure to be so duly qualified, authorized and in good standing would not have a Parent Material Adverse Effect.

Section 5.2Authorization; Validity of Agreement. Each of Parent and Acquisition Corp. has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Acquisition Corp. of this Agreement and all other agreements and instruments to be executed pursuant to this Agreement, and the consummation of the transactions

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contemplated hereby and thereby, have been duly authorized by the Board of Directors of each of Parent and Acquisition Corp. and the stockholder of Acquisition Corp., and no other action on the part of either of Parent or Acquisition Corp. is necessary to authorize the execution and delivery of this Agreement and all other agreements and instruments to be executed pursuant to this Agreement and the consummation by either of Parent or Acquisition Corp. of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Parent and Acquisition Corp. and (assuming due and valid authorization, execution and delivery hereof by the Company) is a valid and binding obligation of each of Parent and Acquisition Corp., enforceable against each of them in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 5.3Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, written, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Section 5.4Litigation. There is no Action pending or, to the knowledge of the Parent, threatened, involving Parent or Acquisition Corp. or any subsidiary of Parent or affecting the officers, directors or employees of Parent or Acquisition Corp. or any subsidiary of Parent with respect to Parent’s, Acquisition Corp.’s, or any of Parent’s subsidiaries’, businesses by or before any governmental entity or by any third party and none of Parent, Acquisition Corp. nor any subsidiary of Parent has received written notice that any such Action is threatened. None of Parent, Acquisition Corp. nor any subsidiary of Parent is in default under any judgment, order or decree of any governmental entity applicable to its business which could reasonably be expected to have a Parent Material Adverse Effect.

Section 5.5No Default; Compliance with Applicable Laws. Neither Parent nor any of Parent’s subsidiaries is in default or violation of any material term, condition or provision of (i) their respective certificate of incorporation, by-laws or similar organizational documents or (ii) any law applicable to Parent or any of Parent’s subsidiaries or its property and assets and neither Parent nor any of Parent’s subsidiaries has received written notice of any violation of or Liability under any of the foregoing (whether material or not).

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Section 5.6Broker’s and Finder’s Fees; Broker/Dealer Ownership. No person(s), firm, corporation or other entity is entitled by reason of any act or omission of Parent or Acquisition Corp. to any broker’s or finder’s fees, commission or other similar compensation, nor, with respect to the execution, delivery and performance of this Agreement or with respect to the consummation of the transactions contemplated hereby will any such person have any right or valid claim against the Company, Parent or Acquisition Corp. to any such payment.

Section 5.7Capitalization of Parent. As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock. As of the date hereof and immediately prior to the Effective Time, there are 9,000,000 shares of Parent Common Stock, par value $0.001, issued and outstanding. Other than as provided in Article III and Section 7.9 of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Section 5.8Acquisition Corp. Acquisition Corp. is a Nevada corporation and a wholly-owned subsidiary of Parent that was formed on January 31, 2007 specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by this Agreement. Parent owns all of the issued and outstanding capital stock of Acquisition Corp. free and clear of all Liens, and Acquisition Corp. has no outstanding options, warrants or rights to purchase capital stock or other securities of Acquisition Corp., other than the capital stock of Acquisition Corp. owned by Parent. Except for Acquisition Corp., Parent has no subsidiaries. Acquisition Corp. has no subsidiaries.

Section 5.9Validity of Shares. The shares of Parent Common Stock to be issued in accordance with Article III hereof, when issued and delivered in accordance with the terms hereof, shall be duly authorized, validly issued, fully paid and non-assessable.

Section 5.10SEC Reporting and Compliance.

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(a)Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on May 8, 2006. Since that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange Act (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to the Exchange Act.

(b)None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto.

(c)Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since December 31, 2006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since December 31, 2006 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent.

(d)Parent is not an “investment company” within the meaning of Section 3 of the Investment Company Act.

(e)The Parent Common Stock is not listed on any exchange or traded or quoted on any Over-The-Counter Bulletin Board or quotation services and there are no market makers publishing bid and/or ask price(s) for shares of the Parent’s capital stock.

(f)Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws.

(g)To the knowledge of Parent, Parent has complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Section 5.11Financial Statements. The balance sheets, and statements of income, stockholders’ equity and cash flows (including any notes thereto) contained in the Parent SEC Documents (the “Parent Financial Statements”) (i) have been prepared in accordance with GAAP, (ii) are in accordance with the books and records of the Parent, and (iii) present fairly in all material respects the financial condition of the Parent at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

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Section 5.12       No General Solicitation. In issuing Parent Common Stock in the Merger hereunder, neither Parent nor anyone acting on its behalf has offered to sell Parent Common Stock by any form of general solicitation or advertising.

Section 5.13Absence of Undisclosed Liabilities. Neither Parent nor Acquisition Corp. has any Liability at or prior to the Closing, except (a) as disclosed in the Parent SEC Documents, (b) to the extent set forth on or reserved against in the balance sheet of Parent as of September 30, 2006 (the “Parent Balance Sheet”) or the notes to the Parent Financial Statements, (c) current Liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business, consistent with past practice, since September 30, 2006 (the “Parent Balance Sheet Date”), none of which, individually or in the aggregate, constitutes a Parent Material Adverse Effect and (d) by the specific terms of any written agreement, document or arrangement attached as an exhibit to the Parent SEC Documents.

Section 5.14Changes. Since the Parent Balance Sheet Date, except as disclosed in the Parent SEC Documents, Parent has not (a) incurred any debts, obligations or Liabilities, absolute, accrued or, to the Parent’s knowledge, contingent, whether due or to become due, except for current Liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or Liability other than, current liabilities shown on the Parent Balance Sheet and current Liabilities incurred since the Parent Balance Sheet Date, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) that could reasonably be expected to have a Parent Material Adverse Effect, (g) entered into any transaction other than in the usual and ordinary course of business, (h) encountered any labor union difficulties, (i) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (j) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or granted any options (including employee stock options), warrants or other rights with respect thereto, (k) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered or experienced any change in, or condition affecting, the financial condition of the Parent other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) could reasonably be expected to have a Parent Material Adverse Effect, (m) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (n) made or permitted any amendment or termination of any material Contract, agreement or license to which it is a party, (o) suffered any material loss not reflected in the Parent Balance Sheet or its statement of income for the year ended on the Parent Balance Sheet Date, (p) paid, or made any accrual or arrangement for payment of, bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, director, employee, stockholder or consultant, (q) made or agreed to make any charitable contributions or incurred any non-business

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expenses in excess of $1,000 in the aggregate, or (r) entered into any Contract, agreement or license, or otherwise obligated itself, to do any of the foregoing.

Section 5.15Tax Returns and Audits. All required federal, state and local Tax Returns of the Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due, except where the failure so to file or pay could not reasonably be expected to have a Parent Material Adverse Effect. The Parent is not and has not been delinquent in the payment of any Tax. The Parent has not had a Tax deficiency assessed against it. None of the Parent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are sufficient for the payment of all unpaid Taxes payable by the Parent with respect to the period ended on the Parent Balance Sheet Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Parent now pending, and the Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.

Section 5.16Employee Benefit Plans; ERISA.

(a)Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by the Parent, whether written or unwritten and whether or not funded. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

(b)Any current and prior material documents, including all amendments thereto, with respect to each Parent Employee Benefit Plan have been made available to the Company.

(c)All Parent Employee Benefit Plans are in material compliance with the applicable requirements of ERISA, the Code and any other applicable state, federal or foreign law.

(d)There are no pending, or to the knowledge of the Parent, threatened, claims or lawsuits that have been asserted or instituted against any Parent Employee Benefit Plan, the assets of any of the trusts or funds under the Parent Employee Benefit Plans, the plan sponsor or the plan administrator of any of the Parent Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit Plan with respect to the operation of such plan.

(e)There is no pending, or to the knowledge of the Parent, threatened, investigation or pending or possible enforcement action by the Pension Benefit Guaranty Corporation, the Department of Labor, the Internal Revenue Service or any other government agency with respect to any Parent Employee Benefit Plan and Parent has no knowledge of any

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incident, transaction, occurrence or circumstance which might reasonably be expected to trigger such an investigation or enforcement action.

(f)No actual or, to the knowledge of Parent, contingent Liability exists with respect to the funding of any Parent Employee Benefit Plan or for any other expense or obligation of any Parent Employee Benefit Plan, except as disclosed on the Parent Financial Statements or the Parent SEC Documents, and to the knowledge of the Parent, no contingent Liability exists under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

Section 5.17Interested Party Transactions. Except as disclosed in the Parent SEC Documents, no officer, director or stockholder of the Parent or any Affiliate of any such Person or the Parent has or has had, either directly or indirectly, (a) an interest in any Person that (i) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by the Parent or (ii) purchases from or sells or furnishes to the Parent any goods or services, or (b) a beneficial interest in any Contract to which the Parent is a party or by which it may be bound or affected.

Section 5.18Questionable Payments. Neither the Parent, Acquisition Corp. nor to the knowledge of the Parent, any director, officer, agent, employee or other Person associated with or acting on behalf of the Parent or Acquisition Corp., has used any corporate funds for (a) unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any direct or indirect unlawful payments to government officials or employees from corporate funds, (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets, (d) made any false or fictitious entries on the books of record of any such corporations, or (e) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Section 5.19Obligations to or by Stockholders. Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

Section 5.20Schedule of Assets and Contracts. Except as expressly set forth in this Agreement, the Parent Balance Sheet or the notes thereto, the Parent is not a party to any Contract not made in the ordinary course of business that is material to the Parent. Parent does not own any real property. Parent is not a party to any Contract (a) with any labor union, (b) for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (c) for the employment of any officer, individual employee or other Person on a full-time basis or any contract with any Person for consulting services, (d) with respect to bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with any or all of the employees of Parent or any other Person, (e) relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of Parent to any Lien or evidencing any Indebtedness, (f) guaranteeing of any Indebtedness, (g) under which Parent is lessee of or holds or operates any property, real or personal, owned by any other Person, (h) under which Parent is lessor or permits any Person to hold or operate any property,

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real or personal, owned or controlled by Parent, (i) granting any preemptive right, right of first refusal or similar right to any Person, (j) with any Affiliate of Parent or any present or former officer, director or stockholder of Parent, (k) obligating Parent to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (1) containing a covenant not to compete or other restriction on the parent’s ability to conduct a business or engage in any other activity, (m) with respect to any distributor, dealer, manufacturer’s representative, sales agency, franchise or advertising contract or commitment, (n) regarding the registration of securities under the Securities Act, (o) characterized as a collective bargaining agreement, or (p) with any Person continuing for a period of more than three months from the Closing Date that involves an expenditure or receipt by Parent in excess of $1,000. The Parent maintains no insurance policies and insurance coverage of any kind with respect to Parent, its business, premises, properties, assets, employees and agents. Parent has furnished to the Company true and complete copies of all agreements and other documents requested by the Company.

Section 5.21Environmental Matters.

(a)The Parent has never generated, used, handled, treated, released, stored or disposed of any Hazardous Materials on any real property on which it now has or previously had any leasehold or ownership interest, except in compliance with all applicable Environmental Laws.

(b)The historical and present operations of the business of the Parent compliance with all applicable Environmental Laws, except where any non-compliance has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

(c)(i) The Parent has not, sent or disposed of, otherwise had taken or transported, arranged for the taking or disposal of (on behalf of itself, a customer or any other party) or in any other manner participated or been involved in the taking of or disposal or release of a Hazardous Material to or at a site that is contaminated by any Hazardous Material or that, pursuant to any Environmental Law, (A) has been placed on the “National Priorities List”, the “CERCLIS” list, or any similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take “removal”, “remedial”, “corrective” or any other “response” action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) the Parent is not involved in (and has no basis to reasonably expect to be involved in) any suit or proceeding and has not received (and has no basis to reasonably expect to receive) any written notice, request for information or other communication from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Material or a violation or alleged violation of any Environmental Law, and has not received (and has no basis to reasonably expect to receive) written notice of any claims from any Person relating to property damage, natural resource damage or to personal injuries from exposure to any Hazardous Material; and (iii) the Parent has timely filed every report required to be filed, acquired all necessary certificates, approvals and permits, and generated and maintained all required data, documentation and records under all Environmental Laws, in all such instances except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

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(d)There are no material pending or, to the knowledge of Parent, threatened, demands, claims, information requests or notices of noncompliance or violation against or to the Parent relating to any Environmental Law; and, to the knowledge of Parent, there are no conditions or occurrences on any of the real property used by Parent in connection with its business that would reasonably be expected to lead to any such demands, claims or notices against or to Parent, except such as have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

Section 5.22Employees. Other than pursuant to ordinary arrangements of employment compensation, Parent is not under any obligation or liability to any officer, director, employee or Affiliate of Parent.

Section 5.23Title to Property and Encumbrances. Parent has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate constitute a Parent Material Adverse Effect.

Section 5.24Condition of Properties. All facilities, machinery, equipment, fixtures and other properties owned, leased or used by Parent are in operating condition, subject to ordinary wear and tear, and are adequate and sufficient for the Parent’s existing business.

Section 5.25Insurance Coverage. There is in full force and effect one or more policies of insurance issued by insurers of recognized responsibility insuring Parent and its properties, products and business against such losses and risks, and in such amounts, as are customary for corporations of established reputation engaged in the same or similar business and similarly situated. Parent has not been refused any insurance coverage sought or applied for, and Parent has no reason to believe that it will be unable to renew its existing insurance coverage as and when the same shall expire upon terms at least as favorable to those currently in effect, other than possible increases in premiums that do not result from any act or omission of Parent. No suit, proceeding or action or, to the best current actual knowledge of Parent, threat of suit, proceeding or action has been asserted or made against Parent due to alleged bodily injury, disease, medical condition, death or property damage arising out of the function or malfunction of a product, procedure or service designed, manufactured, sold or distributed by Parent.

Section 5.26Disclosure. There is no fact relating to Parent or Acquisition Corp. that Parent has not disclosed to the Company in writing that has had, is having or is reasonably likely to have a Parent Material Adverse Effect. No representation or warranty by Parent or Acquisition Corp. herein and no information disclosed in the exhibits hereto by Parent or Acquisition Corp. contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

Section 5.27No Liabilities. As of the Closing Date, there are no Liabilities or Indebtedness of the Parent or Acquisition Corp. in excess of $1,000 of any kind whatsoever, whether recorded on the Balance Sheet of Parent or Acquisition Corp. or not, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such Liability

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or Indebtedness. Neither the Parent nor the Acquisition Corp. is a guarantor of any Indebtedness of any other person, firm or corporation.

ARTICLE VI

CONDUCT OF BUSINESSES PENDING THE MERGER

Section 6.1Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

(i)the business of the Company shall be conducted only in the ordinary course consistent with the past practice;

(ii)the Company shall not (A) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of Company Capital Stock; (B) amend its certificate of incorporation or by-laws except to effectuate the transactions contemplated in this Agreement; or (C) split, combine or reclassify the outstanding Company Capital Stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to any such stock;

(iii)the Company shall not (A) issue any additional shares of, or options, warrants or rights of any kind to acquire any shares of, Company Capital Stock, except to issue shares of Company Capital Stock in connection with the exercise of Common Stock Options and except as disclosed to Parent with respect to the issuance and sale of up to $250,000 of capital shares to be issued at the Closing; (B) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (C) incur additional Indebtedness or any other Liabilities or enter into any other transaction other than in the ordinary course of business; (D) enter into any Contract, agreement, commitment or arrangement with respect to any of the foregoing except this Agreement; or (E) except as contemplated by this Agreement, enter into any Contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination; and

(iv)the Company shall use its reasonable best efforts to preserve intact the business of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it.

Section 6.2Conduct of Business by Parent and Acquisition Corp. Pending the Merger. Prior to the Effective Time, unless the Company shall otherwise agree in writing or as otherwise contemplated expressly permitted by this Agreement:

(i)the business of Parent and Acquisition Corp. shall be conducted only in the ordinary course consistent with past practice;

(ii)neither Parent nor Acquisition Corp. shall (A) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock; (B) amend its certificate of incorporation or by-laws; or

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(C) split, combine or reclassify its capital stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to such stock; and

(iii)neither Parent nor Acquisition Corp. shall (A) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire shares of, its capital stock; (B) acquire or dispose of any assets other than in the ordinary course of business; (C) incur additional Indebtedness or any other Liabilities or enter into any other transaction except in the ordinary course of business; (D) enter into any Contract, agreement, commitment or arrangement with respect to any of the foregoing except this Agreement, or (E) except as contemplated by this Agreement, enter into any Contract, agreement, commitment or arrangement to dissolve, merge; consolidate or enter into any other material business contract or enter into any negotiations in connection therewith.

(iv)Parent shall use its best efforts to preserve intact the business of Parent and Acquisition Corp., to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with Parent and Acquisition Corp. and to file all required SEC Reports under the Exchange Act;

(v)neither Parent nor Acquisition Corp. will, nor will they authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by them to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below). Parent will promptly advise the Company in writing of any such inquiries or Acquisition Proposal (or requests for information) and the substance thereof. As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving the Parent or Acquisition Corp. or for the acquisition of a substantial equity interest in either of them or any material assets of either of them other than as contemplated by this Agreement. Parent will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing; and

(vi)neither Parent nor Acquisition Corp. will enter into any new employment agreements with any of their officers or employees or grant any increases in the compensation or benefits of their officers and employees.

ARTICLE VII

ADDITIONAL AGREEMENTS

Section 7.1Access and Information. The Company, Parent and Acquisition Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives reasonable access during normal business hours throughout the period prior to the Effective Time of all of its properties, books, contracts, commitments and records (including but not limited to Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees

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and agents to hold, in confidence all such information (other than such information that (i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors, or (ii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that: (A) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information); (B) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing; and (C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request provided, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Section 7.2Additional Agreements. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto to obtain all necessary waivers, and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In order to obtain any necessary governmental or regulatory action or non-action, waiver, Consent, extension or approval, each of Parent, Acquisition Corp. and the Company agrees to take all reasonable actions and to enter into all reasonable agreements as may be necessary to obtain timely governmental or regulatory approvals and to take such further action in connection therewith as may be necessary. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of Parent, Acquisition Corp. and the Company shall take all such necessary action.

Section 7.3Publicity. No party shall issue any press release or public announcement pertaining to the Merger that has not been agreed upon in advance by Parent and the Company, except as Parent reasonably determines to be necessary in order to comply with the rules of the Commission; provided that in such case Parent will use its best efforts to allow Company to review and reasonably approve any of the same prior to its release.

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Section 7.4Appointment of Directors. Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

Section 7.5Name Change. As soon as practicable on or after the Effective Time, Parent shall take all required legal actions to change Parent’s corporate name to “Shieldzone Corporation” (the “Name Change”).

Section 7.6Stockholder Consent.

(a)So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Utah law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

(b)The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso.

(c)Pursuant to the NRS, at any time before the certificate of merger is filed with the Secretary of State of the State of Nevada, including any time after the Merger is

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authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.

ARTICLE VIII

CONDITIONS OF PARTIES’ OBLIGATIONS

Section 8.1Company Obligations. The obligations of Parent and Acquisition Corp. under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by Parent.

(a)No Errors, etc. The representations and warranties of the Company under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.

(b)Compliance with Agreement. The Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

(c)No Company Material Adverse Effect. Since the date hereof, there shall not have been any event or circumstance that has resulted in a Company Material Adverse Effect, and no event has occurred or circumstance exists that would reasonably be expected to result in a Company Material Adverse Effect.

(d)Certificate of Officers. The Company shall have delivered to Parent and Acquisition Corp. a certificate dated the Closing Date, executed on its behalf by the Chief Executive Officer of the Company, certifying the satisfaction of the conditions specified in paragraphs (a), (b) and (c) of this Section 8.1.

(e)No Restraining Action. No Action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement.

(f)Supporting Documents. Parent and Acquisition Corp. shall have received the following:

(1)Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the President of the Company, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered pursuant hereto and thereto.

(2)A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the certificate of incorporation and by-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified since the date hereof.

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(3)Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Utah.

Section 8.2Parent and Acquisition Corp. Obligations. The obligations of the Company under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions any of which may be waived in whole or in part by the Company:

(a)No Errors, etc. The representations and warranties of Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.

(b)Compliance with Agreement. Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date.

(c)No Parent Material Adverse Effect. Since the date hereof, there shall not have been any event or circumstance that has resulted in a Parent Material Adverse Effect and no event has occurred or circumstance exists that would be reasonably expected to result in such a Parent Material Adverse Effect.

(d)Certificate of Officers. Parent and Acquisition Corp. shall have delivered to the Company a certificate dated the Closing Date, executed on their behalf by their respective Presidents, certifying the satisfaction of the conditions specified in paragraphs (a), (b), and (c) of this Section 8.2.

(e)Supporting Documents. The Company shall have received the following:

(1)Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto.

(2)A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified.

(3)A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain

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substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement.

(4)A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.

(5)The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion.

(6)Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation.

(7)Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

ARTICLE IX

INDEMNIFICATION AND RELATED MATTERS

Section 9.1Indemnification by Parent. Parent shall indemnify and hold harmless the Company (the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

Section 9.2Survival. All representations, warranties, covenants and agreements of Parent and Acquisition Corp. contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive until twelve (12) months after the Closing Date. The representations and warranties of the Company contained in this Agreement or in any instrument

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delivered pursuant to this Agreement will terminate at, and have no further force and effect after, the Effective Time.

Section 9.3Time Limitations. Neither Parent nor Acquisition Corp. shall have any liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or agreement to be performed and complied with prior to the Effective Time, unless on or before the six month anniversary of the Effective Time (the “Claims Deadline”), Parent is given notice of a claim with respect thereto, in accordance with Section 9.5, specifying the factual basis therefore in reasonable detail to the extent then known by the Company Indemnified Parties.

Section 9.4Limitation on Liability. The obligations of Parent and Acquisition Corp. to the Company Indemnified Parties set forth in Section 9.1 shall be subject to the following limitations:

(a)The aggregate liability of Parent and Acquisition Corp. to the Company Indemnified Parties under this Agreement shall not exceed $50,000.00.

(b)Other than claims based on fraud or for specific performance, injunctive or other equitable relief, the Company Indemnified Parties’ sole and exclusive remedy for any and all claims for Damages pursuant to Section 9.1 hereof shall be the indemnification provided under the terms and subject to the conditions of this Article IX.

Section 9.5Notice of Claims.

(a)If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise unliquidated, the written claim shall be deemed to have been asserted under this Article IX in the amount of such estimated Damages, but no payment for indemnification shall be made until such Damages have actually been incurred.

(b)In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent may have liability under this Article IX, the Parent shall have the right, at its cost and expense, to defend such action, suit or proceeding in the name and on behalf of the Company Indemnified Party; provided, however, that a Company Indemnified Party shall have the right to retain its own counsel, with fees and expenses paid by Parent, if representation of the Company Indemnified Party by counsel retained by Parent would be inappropriate because of actual or potential differing interests between Parent and the Company Indemnified Party. In connection with any action, suit or proceeding subject to this Article IX, Parent and each Company Indemnified Party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. Parent shall not, without the prior written consent of

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the applicable Company Indemnified Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

ARTICLE X

TERMINATION PRIOR TO CLOSING

Section 10.1Termination of Agreement. This Agreement may be terminated at any time prior to the Closing:

(a)by the mutual written consent of the Company, Acquisition Corp. and Parent;

(b)by the Company, if Parent or Acquisition Corp. (i) fails to perform in any material respect any of its agreements contained herein required to be performed by it on or prior to the Effective Time, (ii) materially breaches any of its representations, warranties or covenants contained herein, which failure or breach is not cured within thirty (30) days after the Company has notified Parent and Acquisition Corp. of its intent to terminate this Agreement pursuant to this paragraph (b);

(c)by Parent and Acquisition Corp., if the Company (i) fails to perform in any material respect any of its agreements contained herein required to be performed by it on or prior to the Closing Date, (ii) materially breaches any of its representations, warranties or covenants contained herein, which failure or breach is not cured within thirty (30) days after Parent or Acquisition Corp. has notified the Company of its intent to terminate this Agreement pursuant to this paragraph (c);

(d)by either the Company, on the one hand, or Parent and Acquisition Corp., on the other hand, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on Parent, Acquisition Corp. or the Company, which prohibits or materially restrains any of them from consummating the transactions contemplated hereby; provided that the parties hereto shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within ninety (90) days after entry, by any such court or governmental or regulatory agency;

(e)by either the Company, on the one hand, or Parent and Acquisition Corp., on the other hand, if the Closing has not occurred on or prior to February 9, 2007, for any reason other than delay or nonperformance of the party seeking such termination;

(f)by the Company if the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that termination pursuant to this Section 10.1(f) is necessary to comply with its fiduciary duties under applicable law as provided in Section 7.8 hereof.

Section 10.2Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections11.4, 11.7, 11.14,11.15 and 11.16 hereof;

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provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

ARTICLE XI

MISCELLANEOUS

Section 11.1Amendments. Subject to applicable law, this Agreement may be amended or modified by the parties hereto by written agreement executed by each party to be bound thereby and delivered by duly authorized officers of the parties hereto at any time prior to the Effective Time; provided, however, that after the approval of the Merger by the requisite Stockholders, no amendment or modification of this Agreement shall be made that by law requires further approval from any Stockholders without such further approval.

Section 11.2Notices. Any notice, request, instruction, other document or communications to be given hereunder by any party hereto to any other party hereto shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of delivery if by electronic mail, (c) upon receipt of a transmission confirmation (with a confirming copy delivered personally or sent by overnight courier) if sent by facsimile or like transmission, or (d) on the next business day when sent by Federal Express, United Parcel Service, U.S. Express Mail or other reputable overnight courier for guaranteed next day delivery, as follows:

If to Parent or Acquisition Corp., to:	Amerasia Khan Enterprises Ltd Attention: Johnny Lee, CEO 353 West 7th Avenue Vancouver, BC V5Y 1M2 Telephone: (604) 723-6877
	with a copy to:
	Cane Clark, LLP Attention: Kyleen Cane 3273 East Warm Springs Las Vegas NV 89120 Telephone: (702) 312 6255 Facsimile: (702) 944 7100 Email: Kcane@CaneClark.com

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If to the Company, to:	ShieldZone Corporation Attention: Robert G. Pedersen II 3855 South 500 West, Suite B Salt Lake City, Utah 84115 Telephone: (801) 263-0699 Facsimile: (801) 263-1841 Email: robert@shieldzone.com
	with a copy to:
	Richardson & Patel LLP Attention: Jennifer A. Post, Esq. 10900 Wilshire Boulevard, Suite 500 Los Angeles California 90024 Telephone: (310) 208-1182 Facsimile: (310) 208-1154 Email: jpost@richardsonpatel.com

or to such other persons or addresses as may be designated in writing by the party to receive such notice. Nothing in this Section 11.2 shall be deemed to constitute consent to the manner and address for service of process in connection with any legal proceeding (including arbitration arising in connection with this Agreement), which service shall be effected as required by applicable law.

Section 11.3Entire Agreement. This Agreement and the exhibits attached hereto or referred to herein constitute the entire agreement of the parties hereto, and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, with respect to the subject matter hereof and thereof.

Section 11.4Expenses. Except as otherwise expressly provided herein, whether or not the Merger occurs, all expenses and fees incurred by Parent and Acquisition Corp. on one hand, and the Company on the other, shall be borne solely and entirely by the party that has incurred the same; provided, that if the Merger occurs, Parent agrees to pay, and shall cause the Surviving Corporation to pay, any unpaid fees and expenses of the Company (including fees and expenses of its counsel and other advisors) in connection with the consummation of the transactions contemplated by this Agreement.

Section 11.5Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to amend or modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

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Section 11.6Successors and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without, in the case of Parent and Acquisition Corp., the prior written approval of the Company and, in the case of the Company, the prior written approval of Parent.

Section 11.7No Third Party Beneficiaries. Except as set forth in Section 9.1 and Section 11.6, nothing herein expressed or implied shall be construed to give any person other than the parties hereto (and their successors and assigns as permitted herein) any legal or equitable rights hereunder.

Section 11.8Counterparts; Delivery by Facsimile. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

Section 11.9Waiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto; (b) waive any inaccuracies in the representations and breaches of the warranties of the other party contained herein or in any document delivered pursuant hereto; and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Section 11.10No Constructive Waivers. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, agreement or covenant herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 11.11Further Assurances. The parties hereto shall use their commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or

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documents as any other party hereto may reasonably request in order to carry out fully the intent and purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 11.12Recitals. The recitals set forth above are incorporated herein and, by this reference, are made part of this Agreement as if fully set forth herein.

Section 11.13Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.14Governing Law. This Agreement and the agreements, instruments and documents contemplated hereby shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to its conflicts of law principles.

Section 11.15Dispute Resolution. The parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations, the matter shall thereafter be resolved by binding arbitration and each party hereto hereby waives any right it may otherwise have to the resolution of such matter by any means other than binding arbitration pursuant to this Section 11.15. Whenever a party shall decide to institute arbitration proceedings, it shall provide written notice to that effect to the other parties hereto. The party giving such notice shall, however, refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During this period, the parties shall make good faith efforts to amicably resolve the claim, dispute or controversy without arbitration. Any arbitration hereunder shall be conducted in the English language under the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted in Las Vegas, Nevada by a panel of three arbitrators: one arbitrator shall be appointed by each of Parent and Company; and the third shall be appointed by the American Arbitration Association. The panel of arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on the claim, dispute or controversy in question would be barred under this Agreement or by the applicable statute of limitations. The prevailing party in any arbitration in accordance with this Section 11.15 shall be entitled to recover from the other party, in addition to any other remedies specified in the award, all reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party to arbitrate the claim, dispute or controversy.

Section 11.16Interpretation.

(a)When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.

(b)Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

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(c)The words “hereof”, “hereby”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(d)The words “knowledge,” or “known to,” or similar terms, when used in this Agreement to qualify any representation or warranty, refer to the knowledge or awareness of certain specific facts or circumstances related to such representation or warranty of the persons in the Applicable Knowledge Group (as defined herein) which a prudent business person would have obtained after reasonable investigation or due diligence on the part of any such person. For the purposes hereof, the “Applicable Knowledge Group” with respect to the Company shall be Robert G. Pedersen II. For the purposes hereof, the “Applicable Knowledge Group” with respect to Parent and the Acquisition Corp. shall be Mr. Johnny Lee.

(e)The word “subsidiary” shall mean any entity of which at least a majority of the outstanding shares or other equity interests having ordinary voting power for the election of directors or comparable managers of such entity is owned, directly or indirectly by another entity or person.

(f)For purposes of this Agreement, “ordinary course of business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

(g)The plural of any defined term shall have a meaning correlative to such defined term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(h)A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto, unless the context requires otherwise.

(i)The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

COMPANY:

SHIELDZONE CORPORATION

By:
Name:	Robert G. Pedersen II
Title:	Chief Executive Officer

PARENT:

AMERASIA KHAN ENTERPRISES LTD

 

By:

Name:

Title:

ACQUISITION CORP.:

SZC ACQUISITION, CORP.

By:

Name:

Title:

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Exhibit A

Certificate of Incorporation of Surviving Corporation

Exhibit B

By-Laws of Surviving Corporation

BY-LAWS

OF

SHIELDZONE CORPORATION

ARTICLE I

Section 1. The following paragraphs contain provisions for the regulation and management of SHIELDZONE CORPORATION, a Utah corporation.

Section 2. In the event that there is a conflict between a provision of these By-Laws and a mandatory provision of the Articles of Incorporation of this corporation, then said mandatory provision of the Articles of Incorporation of this corporation shall control.

ARTICLE II

Place of Business

Section 1. The principal office of said corporation, shall be 3855 South 500 West, Suite "B", Salt Lake City, Utah 84115. This designation shall be without prejudice to the power and right of the corporation to conduct and transact any of its affairs or business in other cities, states, territories, countries, or places.

Section 2. The registered agent of tile corporation in the State of Utah shall be Phillip J. Chipping, at the registered office address of 3855 South 500 West, Suite "B", Salt Lake City, Utah 84115.

Section 3. The registered office and registered agent of the corporation may be changed from time to time in the manner prescribed by law without amending these By-Laws.

ARTICLE III

Officers

Section I . Number. The officers of this corporation may consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, and, if desired, a Chief Executive Officer, as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold any two of said offices, but no such officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws or by a resolution of the Board of Directors to be executed, acknowledged or verified by any two or more officers.

Section 2. Election, Term of Office and Qualifications. The officers of this corporation shall be chosenby the Board of Directors. Each officer, except such officer as may be appointed in accordance with the provisions of Section 3 of this Article, shall hold his office until his successors shall have been removed in the manner hereinafter provided.

Section 3. Subordinate Officers. The Board of Directors may appoint such other officers to hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers.

Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall be by vote of a majority of the Board of Directors at a regular meeting or a special meeting of the Board of Directors called for this purpose.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation and,

subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation.

The Chief Executive Officer shall preside at all meetings of the shareholders and all meetings of the Board of Directors; and shall have general supervision over the affairs of the corporation and over the other officers.

Section 7. President. The President shall be the chief operating officer of the corporation. The President shall perform all duties incident to the office of the President; shall sign all stock certificates and written contracts of the corporation; and shall perform all such other duties as are assigned to the President from time to time by resolution of the Board of Directors or the Chief Executive Officer.

Section 8. Vice President. In the absence of a President or in the event of the President's death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors.

Section 9. Secretary. The Secretary shall be sworn to the faithful discharge of his or her duty. The Secretary shall:

a.Keep the minutes of the meetings of the shareholders and of the Board of Directors in hooks provided for that purpose;

b.See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;

c.Be custodian of the records and of the seal of the corporation and see that such seal is affixed to all stock certificates prior to their issue and to all documents, the execution of which on behalf of the corporation under its

seal is duly authorized in accordance with the provisions of these By-Laws.

d.  Have charge of the stock books of the corporation and keep or cause to be kept the stock and transfer books in such manner as to show at any time the amount of the stock of the corporation issued and outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record; and exhibit during the usual business hours of the corporation to any director, upon application, the original or duplicate stock ledger;

e.Sign with the President, or a Vice President, certificates of stock of the corporation;

f.  See that the books, reports, statements, certificates, and all other documents and records of the corporation required by law are properly kept and filed;

g.  In general, perform all duties incident to the office of Secretary and such other duties as, front time to time, may be assigned to the Secretary by the Board of Directors or by the President.

Section 10. Treasurer. The Treasurer shall:

a.  Have charge and custody of, and be responsible for, all funds and securities of the corporation;

b.  From time to time render a statement of the condition of the finances of the corporation at the request of the Board of Directors;

c.  Receive and give receipt for monies due and payable to the corporation from any source whatsoever;

d.  In general, perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors or by the President.

Section 11. Salaries Salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

ARTICLE IV

Directors

Section 1. General Powers. The business and affairs of this corporation and the management thereof shall be vested in a Board of Directors consisting of not less than one (1) nor more than three (3) members.

Section 2. Number and qualification. The number of directors of this corporation shall be not less than one (1) and not more than three (3). The number of directors may be increased or decreased front time to time within the limits stated above by the action of the majority or the whole Board of Directors. Directors shall he elected for a term of one (1) year and shall serve until the election and qualification of their successors, unless they sooner resign. At the first annual meeting of the shareholders and at each annual meeting thereafter, the shareholders shall so elect directors to hold office until the next succeeding annual meeting. The directors need not be residents of the State of Utah or shareholders of the corporation.

Section 3. Executive Committee. The Board of Directors by resolution passed by a majority of the Board may designate two or more of their number to constitute one or more a committees, which shall have and exercise, subject to limitations, if any, as may be prescribed herein or by resolution of the Board of Directors, such powers and authority as the Board of Directors shall direct.

Section 4. Vacancy. Any director may resign at any time by giving written notice to the Chief Executive Officer, President or to the Secretary of the corporation Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative majority vote of the Board of Directors, A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director chosen to fill a position resulting from a vacancy or an increase in the number of directors shall hold office until the next annual or special meeting of shareholders.

Section 5. Removal. Any director may be removed from office, either with or without cause, at any time, and another person may be elected to his place, to serve for the remainder of his term, at any annual or special meeting of shareholders called for that purpose, by a majority of all of the shares of stock outstanding and entitled to vote. In case any vacancy so created shall not be filled by the shareholders at such meeting, such vacancy may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director appointed by the Board of Directors to fill a vacancy under Section 4 above, may be removed from office, either with or without cause, at any time, by the vote of a majority of the Board of Directors under this Section 5 without necessity of a shareholders meeting.

Section 6. Meetings. The regular meeting of the Board of Directors shall be held immediately following the annual shareholder's meeting. The Board of Directors shall meet at such other time or times as they may from time to time determine.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

Section 8. Place of Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Utah as the Board may from time to time determine, or, with respect to its meetings, as shall be specified or fixed in respective notices or waivers of notice of such meetings.

Section 9. Special Meetings: Notice. Special meetings of the Board of Directors shall be held whenever called by the Chief Executive Officer or President or by two of the directors. Notice of the time and place of holding said special meeting of the Board of Directors shall be given to each director by either (i) registered mail, return receipt requested, deposited in the mail at least five (5) days prior to the date of said special meeting, or (ii) guaranteed overnight delivery by a nationally-used courier service at least two (2) days prior to the date of said special meeting, or (iii) by telex, email transmission or facsimile copy sent at least twenty-four (24) hours prior to the time and date of such special meeting. Attendance of a director at such special meeting shall constitute a waiver of notice of such special meeting, except where a director attends the meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 10.Presence of Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 11. Quorum and Manner of Acting. A majority of the members of the Board of Directors shall form a quorum for the transaction of business at any regular or special meeting of the Board of Directors. The act of the majority of the directors present at ameeting at which a quorum is present shall be the act of the Board of Directors. If the vote of a lesser number is required for a specificact by the Articles of Incorporation, or by another provision of these By-Laws, then that lesser number shall govern. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.

Section 12. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 13.. Election of Officers. At the first meeting of the Board of Directors after the annual election, the Chief Executive Officer, President, Vice President, and Secretary and Treasurer shall be elected to serve for the ensuing year and until the election of their respective successors, and an executive committee may be elected. Election shall be by ballot, and the majority of the votes cast shall be necessary to elect. Any vacancies that occur may be filled by the Board of Directors for the unexpired term. An officer may be removed at any time by the majority vote of the directors present at any regular or special meeting of said Board of Directors at which a quorum is present. The Board of Directors shall have the power to fill officer vacancies, create new officer positions, and adjust salaries of officers as said Board from time to time shall deem necessary, all in accordance with the Articles of Incorporation.

Section 14.Reporting. At each annual shareholder's meeting, the directors shall submit a statement of business done during the preceding year, together with a report of the general financial condition of the corporation, and of the condition of its tangible property.

ARTICLE V

Books and Records

Section 1. The corporation shall keep either within or without the State of Utah, complete books and records of account and shall keep minutes of the proceedings of its shareholders and the Board of Directors.

Section 2. The corporation shall keep at its registered office or principal place of business, a record of its shareholders, giving the names and addresses of all of the shareholders and the number and class of the shares held by each.

Section 3. The books, records of account, financial statements and other documents of the corporation shall be available to such persons who have been designated by law as having a right thereto, and said books, records of account, financial statements and documents shall be made available to such persons in the manner and in accordance with the procedures established by law.

ARTICLE VI

Stock

Section 1. Authorization. The authorized shares of stock of the corporation shall be as provided by the Articles of Incorporation.

Section 2. Certificate ofShares. The shares of stock of the corporation shall be represented by certificates signed by the Chief Executive Officer, President or the Vice President and the Secretary or an assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimile if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

Section 3. Issuance of_,Certificates. Each certificate representing shares shall state upon the face of same that the corporation is organized under the lawsof the State of Utah, the name of the person to whom the certificate is issued, the number and class of shares, and the designation of the series, if any, which such certificate represents. No certificate shall be issued for any shares until such shares are fully paid and when issued shall bear the notation that the certificate is issued as a fully paid and non-assessable certificate of stock.

Section 4. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duty executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of shares shall be entered on the stock book of the corporation which shall be kept at its principal office, or by its registrar duly appointed.

Section 5. Transfer Agent. The Secretary of the corporation shall act as transfer agent of the certificates representing the shares of the corporation unless another person or entity is so designated by the Board of Directors. The Secretary shall maintain a stock transfer book, the stubs in which shall set forth, among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. The names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the shareholders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property rights deriving from such shares against the corporation. Each shareholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or to pay over or transfer dividends or other property or rights, to a name and address other than the name and address appearing on the stub of the stock transfer book.

The Board of Directors may at its discretion, appoint instead of the Secretary of the corporation, one or more transfer agents, registrars and agents outside the corporation for making payment upon any class of stock, bond, debenture, or other security of the corporation. Such agents and registrars may be located either within or outside the State of Utah. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

Section 6. FractionalShares. The corporation may, but shall not be obliged to, issue a certificate for a fractional share, and by action by its Board of Directors, may issue in lieu thereof scrip in register or bearer form which shall entitle the holder to receive acertificate for a full share upon the surrender of such scrip aggregated to a full share. The rights and obligations of persons holding said fractional shares or scrip shall be as are contained in any applicable provision of these By-Laws, Articles of Incorporation, or laws of the State of Utah.

Section 7. Treasury Shares. Treasury shares of stock shall be held by the corporation as permitted by law, subject to the disposal of the Board of Directors and shall neither vote nor participate in dividends.

Section 8. Lien. The corporation shall have a first lien on all shares of its stock and upon all dividends declared upon same for any indebtedness of the respective holders thereof of the corporation.

Section 9. LostCertificates. In cases of loss or destruction of a certificate of stock, no new certificates shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction, and, at the election of a majority of the Board of Directors, upon giving satisfactory security by bond or otherwise, against loss to the corporation.. Any such new certificate shall be plainly marked "Duplicate" on its face.

Section 10.Consideration and Payment for Shares. Shares having a par value shall be issued for such consideration, expressed indollars but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Shares without par value shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the Board of Directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the Board of Directors. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

ARTICLE VII

Shareholders

Section 1. Annual Meeting. The regular meeting of the shareholders of the corporation shall be held at a time and place to be designated by the President, Vice President, or the Board of Directors, provided, however, that whenever such day shall fall upon a Sunday or a legal holiday, the meeting shall be held on the next succeeding business day. At the regular annual meeting of the shareholders, the directors for the ensuing year shall be elected. The officers of the corporation shall present their annual reports andthe Secretary shall have on file for inspection and reference, an authentic list of the shareholders, giving the amount of stock held by each as shown by the stock books of the corporation ten (10) days before the annual meeting.

Section 2. Special Meeting Special meetings of the shareholders may be called at any time by the President, any member of the Board of Directors, or by the holders of not less than twenty five percent (25%) of all of the shares entitled to vote at said special meeting. The Board of Directors may designate any place as the place for any annual meeting or for any special meeting called by the Board of Directors. If a special meeting shall be called otherwise than by the Board of Directors, the place of meeting shall be the principal office of the corporation.

Section 3. Notice_.of:Meetings. Written or printed notice stating the place, day and hour of the meeting, and in case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, or by mail, by or at the discretion of the President, the Secretary, or the director or the person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mails and addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 4. Closing Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shares for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for any stated period not exceeding sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of such shareholders, such date in any case to be not more than sixty (60) days and in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, or shareholders entitled to receive payment of a dividend, the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such a determination shall apply to any adjournment thereof. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of shareholders entitled to vote at any such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 5. Election of Directors. At each annual meeting of the shareholders of the corporation, the directors shall be elected who shall serve until their successors are duly elected and qualified, unless they sooner resign. Election of directors shall be by such of the shareholders as attend the annual meeting, either in person or by proxy, provided that if the majority of stock is not represented, said meeting may be adjourned by the shareholders present for a period not exceeding sixty (60) days at any one adjournment. At each election of directors, cumulative voting shall not be allowed. In the election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the Board of Directors.

Section 6..Quonmm. One-third of the outstanding stock exclusive of treasury stock, shall be necessary to constitute a quorum at meetings of the shareholders. If a quorum is present at any meeting, a matter other than the election of directors shall be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number is required by the Articles of Incorporation of the Company. In the absence of a quorum, those present may adjourn the meeting from day to day but not exceeding sixty (60) days.

Section 7. Proxies. Any shareholder entitled to vote may be represented at any regular or special meeting of the shareholders by a duly executed proxy.

ARTICLE VIII

Waiver of Notice

Section 1. Directors and Officers. Unless otherwise provided by law, whenever any notice is required to be given to any director or officer of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 2. Shareholders. No notice of the time, place or purpose of any annual, regular, or special meeting of the shareholders need be given if all shareholders of record on the date said meeting is held waive such notice in writing either before or after the regular, or special meeting of the shareholders, such meeting shall be deemed to have been legally and duly called, noticed, held, and conducted.

ARTICLE IX

Action Without a Meeting

Section 1. Any action required by the laws of the State of Utah, the Articles of Incorporation, or by these By-Laws, to be taken at a meeting of the directors or shareholders of this corporation, or any action which may be taken at a meeting of the directors or shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors or a majority of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a vote of the directors or shareholders taken at a meeting, and may be stated as such in any Articles or documents filed with the Secretary of State under the law of the State of Utah.

ARTICLE X

Contract, Loans, Checks and Deposits

Section 1. Contracts, The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks. Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits, All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies of other depositories as the Board of Directors may select.

ARTICLE XI

Execution of Instruments

Section 1. Execution of Instruments. The Chief Executive Officer and the President shall have power to execute on behalf and in the name of the corporation any deed, contract, bond, debenture, note or other obligations or evidences or indebtedness, or proxy, or other instrument requiring the signature of an officer of the corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 2, Checks and Endorsements. All checks and drafts upon the funds to the credit of the corporation in any of its depositories shall be signed by such of its officers or agents as shall from time to time be determined by resolution of the Board of Directors which may provide for the use of facsimile signatures under specified conditions, and all notes, hills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the corporation shall, for the purposes of deposit, discount or collection, be endorsed by

such officers or agents of the corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE XII

Miscellaneous

Section I. Corporate Seal, The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words "Corporate Seal".

Section 2. Fiscal Year, The fiscal year of the corporation shall be as established by the Board of Directors.

Section 3. Amendments. Subject to repeal or change by action of the shareholders, the Board of Directors shall have the power to alter, amend, or repeal the By-Laws of the corporation and to make and adopt new By-Laws at any regular meeting of the Board of Directors or at any special meeting called for that purpose.

Section 4. Dividends. The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ADOPTED BY THE BOARD OF DIRECTORS as of the date of incorporation of the Corporation.

DIRECTORS:

/s/ Phillip J. Chipping

Phillip J. Chipping

/s/ Robert G. Pedersen II

Robert G. Pedersen II

Exhibit C

Officers and Directors of Parent

— Pre-Effective Time and Post-Effective Time—

Pre-Effective Time: Johnny Lee, CEO and Director ; David Ho, CFO and Director

Following Notice Filings:

The following persons shall be appointed as Officers of Parent:

Name Robert G. Pedersen II Office Chief Executive Officer, President and Director

Exhibit D

Convertible Notes

At the Effective Time, the issued and outstanding Convertible Notes set forth below shall be converted, in accordance with their terms, into the number of shares of Parent Common Stock indicated below.

Holder	Aggregate Outstanding Principal Amount	Expiration Date	Conversion Price	Number of Shares of Parent Common Stock into which the Convertible Note shall become Convertible at the Effective Date
Core Fund L.P.	$250,000.00	March 31, 2007	$0.35	714,286

Exhibit E

Certificate of Incorporation of Parent

ARTICLES OF INCORPORATION

OF

AMERASIA KHAN ENTERPRISES LTD.

ARTICLE I

NAME

The name of the corporation is Amerasia Khan Enterprises Ltd. (the "Corporation")

ARTICLE II

AUTHORIZED CAPITAL

The amount of total authorized capital stock which the Corporation shall have authority to issue is 50.000.000 shares of common stock, each with $0.001 par value. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the Corporation.

Common Stock. After the requirements with respect to preferential dividends on the preferred stock if any shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts. then and not otherwise the holders of the common stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors of the Corporation.

After distribution in full of the preferential amount, if any, to be distributed to the holders of the preferred stock in the event of voluntary or involuntary liquidation, distribution, or sale of assets, dissolution, or winding-up of the Corporation, the holders of the common stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to shareholders, ratably in proportion to the number of shares of the common stock held by them respectively.

Except as may otherwise be required by law, each holder of the common stock shall have one vote in respect to each share of the common stock held by such holder on all matters voted upon by the shareholders

ARTICLE III

BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed b. a Board of Directors which shall exercise all the powers of the Corporation except as otherwise provided in the Bylaws, these articles of Incorporation or by the law s of the State of Nevada. The initial Board of Directors shall consist of two members. The names and addresses of the persons who shall ser e as the directors until the first annual meeting of stockholder and until their successors are duly elected and qualified is as follows.

Name	Address
Johnny Lee	#703 Chung Ying Building 20-20A Connaught Road West Hong Kong
David Ho	841 West Broadway, Suite 200 Vancouver, B.C. V5Z 1J9 Canada

The directors shall be elected at each annual meeting of shareholders, provided that vacancies may be tilled by election by the remaining directors, though less than a quorum or by the shareholders at a special meeting called for that purpose. Despite the expiration of his or her term, a director continues to serge until his or her successor is elected and qualities.

ARTICLE IV

LIMITATION ON DIRECTOR LIABILITY

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.138), as the same now exists or may hereafter be amended or supplemented, no director or officer of the Corporation shall be liable to the Corporation or to its stockholders for damages for breach of fiduciary duty as a director or officer.

A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director: except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise existing for (i) any breach of the director’s duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 78.300 of the Nevada General Corporation Law; or (iy) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Nevada General Corporation Law is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the Nevada General

Corporation Law so amended. Any repeal or modification of this Article 1V shall not adversely affect any right or protection of a director of the Corporation under this Article 1V as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article 1V prior to such repeal or modification.

ARTICLE V

INDEMNIFICATION

The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys' fees) incurred by reason of the tact that he is or was a director or officer of the Corporation or while serving as a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

ARTICLE VI

HOLDER OF BOND/OTHER OBLIGATION

The holder of a bond, debenture or other obligation of the Corporation may have any of the rights of a stockholder in the Corporation to the extent determined appropriate by the Board of Directors at the time of issuance of such bond, debenture or other obligation.

ARTICLE VII

PREEMPTIVE RIGHT

The owners of shares of stock of the Corporation shall not have a preemptive right to acquire unissued shares, treasure shares or securities convertible into such shares.

ARTICLE VIII

CUMULATIVE VOTING

Cumulative voting shall not be permitted in the election of directors.

ARTICLE IX

VOTING RIGHTS

Only the shares of capital stock of the Corporation designated at issuance as haying voting rights shall be entitled to vote at meetings of stockholders of the Corporation, and only stockholders

4

of record of shares hawing voting rights shall be entitled to notice of and to vote at meetings of stockholders of the Corporation.

ARTICLE X

The initial resident agent of the Corporation shall be Pacific Registered Agents, Inc., whose street address is 180 Sussex Place. Carson City, Nevada 89703, and whose mailing address is 1805 N. Carson Street. #337, Carson City, Nevada 89701.

ARTICLE XI

INCORPORATOR

The name and address of the incorporator of the Corporation is Lori Ann Y. Fujioka, 1660 Lincoln Street, Suite 2750. Denver, Colorado 80264.

ARTICLE XIl

The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to the Corporation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 12th day of February. 2004.

By: /s/ Lori Ann Y. Fujioka

Incorporator

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

Pacific Registered Agents, Inc., hereby accepts appointment as Resident Agent for Amerasia Khan Enterprises Ltd., this 17th day of February, 2004.

By:/s/ Charles F. Mathias

Charles F. Mathias, President Pacific Registered Agents, Inc.

Exhibit F

Bylaws of Parent

BYLAWS

OF

AMERASIA KHAN ENTERPRISES LTD.

1. SHAREHOLDER'S MEETING

.01 Annual Meetings.

The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in December of each and every year, at 1 00 p.m., commencing in 2004, but in case such day shall be a legal holiday, the meeting shall he held at the same hour and place on the next succeeding day not a holiday.

.02 Special Meeting.

Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the President, Secretary, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.

.03 Notice of Meeting.

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the Secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

.04 Waiver of Notice.

Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

.05 Quorum and Adjourned Meetings.

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting even if less than a quorum, may adjourn the meeting from time to time without further notice At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

.06 Proxies.

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

.07 Voting of Shares.

Except as otherwise provided in the Restated Articles of Incorporation or in these Bylaws every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

II. DIRECTORS

.01 General Powers.

The business and affairs of the Corporation shall be managed by its Board of Directors

.02 Number, Tenure and Qualifications.

The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03 Election.

The Directors shall be elected by the shareholders at their annual meeting each year and if for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

.04 Vacancies.

In case of any vacancy in the Board of Directors, the remaining Director, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Director whose place shall be vacant, and until his/her successor shall have been duly elected and qualified.

.05 Resignation.

Any Director may resign at any time by delivering written notice to the Secretary or registered office of the Corporation.

.06 Meetings.

At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time: the participation by such means shall constitute presence in person at such meeting.

A. Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

B Special Meetings.

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

C. Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07 Quorum and Voting.

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

.08 Compensation.

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

.09 Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting Such right to dissent shall not apply to a Director who voted in favor of such action.

.10 Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution. shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Restated Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

.11 Chairman of Board of Directors.

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe.

.12 Removal.

Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III. ACTIONS BY WRITTEN CONSENT

Any corporate action required by the Restated Articles of Incorporation. Bylaws, or the laws under which this Corporation is formed to he voted upon or approved at a duly called meeting of the Directors or shareholders may be accomplished without a meeting if a written memorandum of the respective Directors or shareholders, setting forth the action so taken, shall be signed by all the Directors or shareholders, as the case maybe.

IV. OFFICERS.

.01 Officers Designated.

The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may he held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.

.02 Election, Qualification and Term of Office.

Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03 Powers and Duties.

The powers and duties of the respective corporate Officers shall be as follows:

A. President.

The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property business, and affairs. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors.

B. Vice President

In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

C. Secretary

The secretary shall:

1. Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;

2.	See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
3.	Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;
4.	Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;
5.	Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
6.	Have general charge of the stock transfer books of the corporation, and

7. In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors

D. Treasurer.

Subject to the direction and control of the Board of Directors the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same, and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession.

E. Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice-president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

.04 Removal.

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will he served thereby.

.05 Vacancies.

The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified

.06 Salaries.

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

V. SHARE CERTIFICATES

.01 Form and Execution of Certificates.

Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto Certificates may be issued for fractional shares.

.02 Transfers.

Shares may be transferred by delivery of the certificates therefore, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaw, no shares shall he transferred on the books of the Corporation until the outstanding certificate therefore has been surrendered to the Corporation.

.03 Loss or Destruction of Certificates.

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

VI. BOOKS AND RECORDS

.01 Books of Accounts, Minutes and Share Register.

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the off ice of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02 Copies of Resolutions.

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.

VII. CORPORATE SEAL.

The following is an impression of the corporate seal of this Corporation:

VIII. LOANS.

Generally, the Corporation shall make no loans to its Officers or Directors, unless first approved by the holder of two-third of the voting shares, and no loans shall be made by the Corporation secured by its shares. Loans shall be permitted to be made to Officers, Directors and employees of the Company for moving expenses, including the cost of procuring housing. Such loans shall be limited to $25,000.00 per individual upon unanimous consent of the Board of Directors.

IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01 Indemnification.

The Corporation shall indemnify and person who was or is a part or is threatened to be made a party to any proceeding, whether civil criminal administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or procedure had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

.02 Derivative Action

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonable believed to be in or not opposed to the hest interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation, provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03 Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

.04 Authorization.

Any indemnification under Paragraphs 01 and 02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs 01 and .02 above Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action. suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph 04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

.05 Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall intimately be by the Corporation is authorized in this Section.

.06 Nonexeclusivity

The indemnification provided m this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person

.07 Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee. Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liability.

.08 "Corporation" Defined

For purposes of' this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents. so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director. Trustee, Officer, employee or agent of the corporation. partnership. joint venture trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

X. AMENDMENT OF BYLAWS

.01 By the Shareholders

These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

.02 By the Board of Directors.

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.

XI. FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of Directors

XII. RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules of Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Restated Articles of Incorporation, Bylaws, or special rules or order of the Corporation

XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes. the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of AMERASIA KHAN ENTERPRISES LTD., a Nevada corporation, as in effect on the date hereof.

WITNESS my hand this 2nd day of April, 2004.

/s/ Johnny Lee

Johnny Lee - President & CEO

/s/ David Ho

David Ho - Secretary

EX-2.2

SALE, ASSIGNMENT, ASSUMPTION

AND INDEMNIFICATION AGREEMENT

This Sale, Assignment, Assumption and Indemnification Agreement (the “Agreement”), dated as of the 8th day of February, 2007, by and between AMERASIA KHAN ENTERPRISES, LTD., a Nevada corporation (the “Seller”), and JOHNNY LEE (the “Buyer”) on the other hand:

WITNE  ;SSETH:

WHEREAS, Seller owns the rights to certain graduation apparel, accounts receivables and related contracts (the “Assets”) and certain other assets (the “Other Assets”) listed on Schedule A attached hereto, and has certain liabilities and obligations, including, without limitation, those identified on Schedule B attached hereto (the “Identified Liabilities”);

WHEREAS, subject to the terms and conditions set forth in this Agreement, Seller desires to assign the Assets and sell the Other Assets to Buyer and Buyer wishes to obtain the Assets and purchase the Other Assets from Seller;

WHEREAS, subject to the terms and conditions set forth in this Agreement, Buyer has agreed to assume all of Seller’s liabilities as of the date hereof, including, without limitation, the Identified Liabilities, as partial consideration for the purchase and assignment described above;

WHEREAS, Seller, SZC Acquisition, Inc., Seller’s wholly-owned subsidiary (“Acquisition Corp.”), and SheildZone Corporation, a Utah corporation (“SheildZone”), intend to enter into an agreement and plan of merger, substantially in the form attached hereto as Schedule C, to be dated of even date herewith (the “Merger Agreement”), pursuant to which Seller shall acquire SheildZone through the merger of Acquisition Corp. with and into SheildZone, with SheildZone surviving the merger as a wholly-owned subsidiary of Seller (the “Merger”);

WHEREAS, the execution of this Agreement is a condition of the Merger; and

WHEREAS, since Seller’s incorporation, Buyer has served Seller as Seller’s president, chief executive officer, and as a director, Buyer has knowledge of all of Seller’s business, and, in connection with the Merger; and

WHEREAS, Buyer owns a significant interest in Seller, which interest is held by Seller in escrow for Buyer’s account; and

WHEREAS, in partial consideration of Seller’s assignment of the Assets and sale of the Other Assets to Buyer, Buyer has agreed to transfer all of such interest to Seller for cancellation;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein, the parties hereto hereby agree as follows:

1.Sale, Assignment and Assumption.

(a)In consideration of the payment of $10, the receipt of which is hereby acknowledged, Buyer’s assumption of the Liabilities (as defined below), and Buyer’s agreement to concurrently transfer Buyer’s entire interest in Seller to Seller for cancellation in accordance with the terms of this Agreement and certain escrow arrangements between Buyer and Seller, Seller hereby assigns the Assets to Buyer and sells, assigns, warrants, conveys and transfers all of the Other Assets to Buyer.

(b)In partial consideration of the Assets and the Other Assets, Buyer hereby assumes (i) all of the Liabilities (as defined below) of Seller as of the date hereof and (ii) the due and prompt performance of all terms and conditions to be performed by Seller under any contracts, agreements or arrangements included in the Liabilities (as defined below).

(c)For the purposes of this agreement, the term “Liabilities” shall mean (i) the Identified Liabilities and (ii) any other liabilities of Seller as of the date hereof, including, without limitation, any liability, debt, obligation, deficiency, tax, penalty, fine, claim, cause of action or other loss, damage, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due and regardless of when asserted.

2.Representations, Warranties, Covenants and Agreements of Buyer.

(a)Buyer represents that the Identified Liabilities listed on Schedule B attached hereto are the only Liabilities of Seller outstanding on the date hereof and that there are no Liabilities of Seller not identified on Schedule B attached hereto.

(b)Buyer shall indemnify and hold harmless Seller, and shall reimburse the Seller for, any loss, liability, claim, obligation, cost, damage, expense (including, but not limited to, costs of investigation and defense and attorneys’ fees) or diminution of value (collectively, “Claims”) included in, related to, as a result of, arising from or in connection with (a) the Liabilities, (b) any inaccuracy in any of the representations and warranties of Buyer in this Agreement, (c) any failure by Buyer to perform or comply in any respect with any covenant or agreement in this Agreement, or (d) any claim relating to or arising out of any Liabilities. Buyer hereby agrees to defend Seller at Buyer’s expense from and against any such Claims, and Buyer hereby releases and forever discharges Seller from any loss, liability, claim, obligation, cost, damage, expense (including, but not limited to, costs of investigation and defense and attorneys’ fees) or diminution of value with respect to any such Claims.

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3.Release; Further Agreements of Buyer.

(a)Buyer, on behalf of himself, his spouse, heirs, agents, attorneys, representatives and assigns, hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Seller, its current and future officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Buyer ever had, now has or may in the future have (whether known or unknown, accrued, contingent, or liquidated) against the Released Parties, including without limitation as may arise out of this Agreement, the Merger Agreement, the escrow arrangements between Buyer and Seller regarding, or the transfer or cancellation of Buyer’s ownership interest in Seller, Buyer’s employment with Seller and the termination thereof (including a claim for retaliation); any claims based on statute, regulation, ordinance; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; any claims arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), or any other federal, state, or local law relating to employment discrimination, harassment, or retaliation; any claims relating to wages, compensation, or benefits; and any related claims for attorney's fees.

(b)Buyer agrees not to file a lawsuit in any court of the United States or Canada or any state or province thereof, as applicable, concerning any matter released in this Agreement or from participating in any investigation or proceeding conducted by any state or federal agency regarding any released claim. By signing this Agreement, Buyer acknowledges that Buyer is waiving his right to money damages and any other relief should any agency pursue claims on Buyer’s behalf arising out of or relating to Buyer’s employment with and/or separation from Seller. Buyer agrees to keep confidential all non-public information concerning Seller that Buyer acquired during the course of Buyer’s employment with Seller. Buyer further agrees that Buyer shall not make any false, disparaging or derogatory statements regarding the Seller, Seller’s prospects or any of Seller’s current or future directors, officers, employees, agents or representatives or about the Seller’s business affairs and financial condition.

4.Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada applicable to contracts executed in and to be performed solely within such State.

5.Amendment and Waiver. This Agreement may not be amended, and no provision hereof shall be waived, except by a writing signed by the parties hereto or in the case of a waiver by the party waiving compliance therewith, which states that it is intended to amend or waive a provision of this Agreement. Any waiver of any right or failure to act in a specific instance shall relate only to such instance and shall not be

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construed as an agreement waive any rights or failure to act in any other instance, whether or not similar.

6.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or prohibited by an applicable law, this Agreement shall be considered divisible as to such provision, which shall be inoperative, and the remainder of this Agreement shall be valid and binding as though such provision were not included herein.

7.Counterparts. This Agreement may be executed in two or more counterparts with the same effect as if the signatures to all such counterparts were upon the same instrument, and all such counterparts shall constitute but one instrument.

[The remainder of this page is blank; the signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SELLER:

AMERASIA KHAN ENTERPRISES, LTD.

By: _______________________

Name: DAVID HO

Title: Sec and Director

BUYER:

_______________________

JOHNNY LEE

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Exhibit A

·   All of Seller’s Assets identified in Seller’s Interim Financial Statements included in Seller’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed with the U.S. Securities and Exchange Commission on November 14, 2006.

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Exhibit B

Identified Liabilities

·   All of Seller’s liabilities identified in Seller’s Interim Financial Statements included in Seller’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed with the U.S. Securities and Exchange Commission on November 14, 2006.

·   Any current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business, consistent with past practice, since September 30, 2006.

EX-10.5

RESELLER AGREEMENT

This Reseller Agreement (“Agreement”) is entered into as of this ______ day of _______________, 20__, by and between ShieldZone Corporation, a Utah Corporation, with its principal place of business at __________________, Salt Lake City, UT 84121 (“Supplier”), and __________________________, a ____________________, having its principal place of business or residence at ____________________________________, (“Reseller”). Supplier and Reseller are sometimes referred to herein individually as a “party” and collectively as the “parties.”

Whereas, Supplier sells a line of screen protectors and/or housing protectors for electronic devices including, but not limited to, cellular telephones, digital audio players (MP3 players), digital video players, personal digital assistants, and watches and related accessories;

Whereas, Reseller is in the business of reselling screen protectors and/or housing protectors;

Whereas, Supplier desires to engage the Reseller for the purposes of marketing and selling Supplier’s screen and/or housing protectors and associated accessories in the United States; and

Therefore, in consideration of the following conditions set forth in this Agreement, and other consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree to the following.

1. DEFINITIONS

"Customer" means an end user of a Product.

"Limited Warranty Statement" means Supplier’s then-current warranty from Protective Solutions, Inc. to Customers.

"Product" means a product in Supplier’s then-current reseller product list, a current copy of which is attached as Exhibit A. Supplier may add to, delete from, or otherwise modify the Products on the Product List at any time, and at Supplier’s sole discretion.

"Territory" means the United States of America.

2. PRODUCT TERMS

2.1  APPOINTMENT.

Supplier hereby appoints Reseller, and Reseller accepts such appointment, to act as a non-exclusive reseller of Products to Customers located only in the Territory. Sale of Products to other resellers or Reseller's affiliates is strictly prohibited. Reseller may only sell the Products: (i) in face-to-face transactions from physical store outlets located in the Territory, and/or (ii) using any Internet site or mail order catalog.

2.2  PRICES.

The prices paid by Reseller to Supplier for Products shall initially be as set forth in Exhibit A. Supplier shall have the right, at any time, to change, alter, or amend Product prices upon written notice. Prices are exclusive of all taxes, insurance, and shipping and handling charges, which are Reseller's sole responsibility.

3. ORDERING AND PAYMENT

3.1 PURCHASE ORDERS.

Orders from Reseller to Supplier shall be in writing and be subject to acceptance by Supplier. Orders for Products shall be delivered to Supplier in written form via facsimile, email or postage. Supplier shall accept purchase order via facsimile, email, or postage. Reseller shall submit to Supplier a purchase order signed by an authorized purchaser. Each purchase order must include: bill to and ship to information, product description, product number, quantity ordered, price at current discount, if any, payment terms, and shipping method. Any terms or conditions appearing anywhere on a Purchase Order that conflict with any provision of this Agreement are considered null and void.

3.2 SHIPMENT.

UPS is Supplier’s shipping provider. Products are shipped f.o.b. Reseller acknowledges that all orders will be shipped using UPS 3-day Select Service unless otherwise specified in the Purchase Order, and acknowledges that any escalation in shipping cost and service will be at Reseller’s expense. If Reseller prefers to ship using its own carrier account or by some other method, Reseller must contact Supplier for approval and confirmation of service availability. Supplier shall have the right to change the shipping provider without written notice at any time. Reseller's special packing requests, will be borne by Reseller unless otherwise agreed to in writing by Supplier.

3.3 PRODUCT DEFECTS.

Defective Products may be returned with an authorization number obtained from Supplier. Shipping instructions will be determined by Supplier. If returned Products are found to be non-damaged, non-defective opened product, the Products will be returned to Reseller on the next shipment to Reseller, and recharged to Reseller’s account. Reseller acknowledges that all orders returned after sixty (60) days from invoice date will be assessed a twenty percent (20%) restocking fee, and that no Product may be returned after a ninety (90) day period. Return shipment charges via unauthorized carriers and all customs or broker's fees are the responsibility of Reseller. Supplier reserves the right to charge-back to Reseller shipping charges incurred on those Products that were not at any point resold to Customers but were returned as defective and no fault was found. Incomplete Product returns will be accepted less the value of the missing components. Reseller will be in material breach of this Agreement if it returns Products as "defective" to Supplier when Reseller has not at any point resold such Products to Customers, except that Reseller may return Products that were not at any point resold to Customers that are in fact "defective."

3.4 RESERVATION OF RIGHT TO CANCEL OR DELAY SHIPMENT.

Supplier reserves the right to cancel or delay shipment of any order placed by Reseller and accepted by Supplier if Reseller: (i) is in default on any payment owed to Supplier or any third party in connection with this Agreement; (ii) fails to meet reasonable credit or financial requirements established by Supplier; (iii) discontinues business or declares bankruptcy; or (iv) otherwise fails to comply with any of the terms and conditions of this Agreement.

3.5 PAYMENT.

Payments on orders for product will be due and payable in full thirty (30) days from the invoice date. If Reseller is in default of its payment obligations, Supplier shall give written notice of such default to Reseller. Upon receipt of such default notice, Reseller shall have fifteen (15) days to cure. If Reseller fails to cure within the fifteen (15) day notice period, Reseller shall pay monthly service charges of one percent (1%)

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per month for any past due amounts. Supplier may in its sole discretion change Reseller's credit terms and/or require C.O.D. payment for any shipments.

4. SUPPLIER’S OBLIGATIONS

4.1 PRODUCT AVAILABILITY AND PRICING

Supplier shall make Products available to Reseller at prices as set forth in Exhibit A of this Agreement. Supplier shall make commercially reasonable efforts to ship all ordered Products within reasonable time periods to the address designated by Reseller. Supplier shall take reasonable efforts to make available its most recent catalogs and promotional materials, if any, to Reseller for a nominal charge. Supplier shall use its reasonable efforts to maintain communication with Reseller to inform Reseller of new products and relevant Supplier information. Reseller may have access to specific information regarding product updates, availability, support materials, and manufacturing suggested retail pricing (“MSRP”).

5. RESELLER'S OBLIGATIONS

5.1 RESELLER COVENANTS.

Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Supplier; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Supplier or Supplier Products; (iii) make no false or misleading representations with regard to Supplier or Supplier Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Supplier or Supplier Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Supplier Products that are inconsistent with the literature distributed by Supplier.

5.2 USE OF TRADEMARKS AND PROPRIETARY NOTICES.

During the term of this Agreement, Reseller may use the trademarks, trade names, logos and designations used by Supplier for Supplier Products solely in connection with Reseller's advertisement and promotion of Supplier Products, in accordance with Supplier’s then-current trademark usage policies. Reseller shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Upon termination of this Agreement, Reseller shall have two (2) months from the date of termination of the Agreement in which Reseller to advertise and promote the Products using Supplier’s trademarks and trade names. Supplier may not use Reseller's trade names, trademarks or service marks following the above defined period without first obtaining Reseller's express approval. Reseller shall not do or cause to be done any act or thing that would in any manner damage or impair, directly or indirectly, the reputation of Supplier or that of its logos, products, trademarks, or registrations. Any usage of Supplier’s trademarks, service marks, and trade names inure to the benefit of Supplier.

5.3 PRODUCT PRICING, ADVERTISING AND APPROVAL.

Reseller may sell Products at any price mutually agreeable to Reseller and any of its customers. Reseller shall display and maintain Supplier’s MSRP, as identified in the price list available on the Supplier website, in all marketing and advertising materials, including, but not limited to displays of pricing in print, electronic, broadcast, fax and direct mail campaigns, except for general or temporary discounts approved by Supplier for Reseller participation. Reseller may advertise a price discount for certain Products only for specific Supplier approved specials which incorporate offer time limits. Reseller shall not offer ad hoc or across the board discounts on any or all of the Products. Supplier shall have the right to review Reseller’s marketing and advertising

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materials, including Reseller’s websites, catalogs and other published pricing materials, to ensure Reseller’s compliance with the terms and conditions of this Agreement. Reseller shall furnish examples or mock ups to Supplier, upon request, of any and all advertising, stickers, materials, items, and other marketing collateral relating to the Products which Reseller intends to use to market, promote and sell the Products at least thirty (30) days prior to use. Supplier shall review the materials for accuracy, quality, and adherence to Supplier’s style guide. Supplier shall provide approval or recommend modifications within ten (10) days of receipt of such materials. Failure by Supplier to either approve or make recommendations within ten (10) days shall be deemed as constructive approval of such materials. Reseller shall not be authorized to publish or distribute marketing or promotional material relating to any or all of the Products until such material is approved by Supplier.

5.4 SUB-DISTRIBUTION.

Reseller shall not authorize or appoint any dealers, agents, representatives, sub-distributors, original equipment manufactures, value added resellers, systems integrators, or other third parties to sell or distribute the Products without prior written approval from Supplier.

5.5 MARKETING AND DISTRIBUTION RIGHT ONLY. 

Reseller is authorized to market and distribute the Products only in the form and packaging as delivered by Supplier in accordance with the terms of this Agreement. Nothing in this Agreement may be constructed to grant any right, title or interest in any Intellectual Property rights embodied in or associated with the Products, or any right to copy, disseminate, disclose, recompile, alter, translate, reverse engineer, repackage, or interfere in any way with any of the materials or information that constitute the Products.

5.6 PROTECT AGAINST UNAUTHORIZED USE.

Reseller shall use best efforts to protect the Products from unauthorized copying, dissemination, disclosure, recompilation, altering, translating, reverse engineering, and other unauthorized use. The provisions of this paragraph are intended to survive termination of this Agreement for so long as the copyrights and trade secrets applicable to the Products remain in effect as Intellectual Property rights of Supplier and their respective successors or assignees.

5.7 PRODUCT PACKAGING.

Supplier’s name brand shall be visible on all Products that are marketed, advertised and/or displayed by Reseller. Reseller shall not disassemble any Product or Product packaging to remove any branding and/or Supplier identifiers in any of the Products.

5.8 INTELLECTUAL PROPERTY.

Supplier shall be the sole and exclusive owner of any and all right, title and interest in the Product and any and all other intellectual property, whether present or future, in the United States or foreign, at common law, registerable or non-registerable, fixed in any tangible medium of expression, including by way of example and not limitation, patents, inventions, trade secrets, trademarks, service marks, trade dress, copyrights, and other materials in any form that relate to the Product and/or Reseller’s services performed under this Agreement (hereinafter “Intellectual Property”). Reseller acknowledges that Supplier’s Intellectual Property is valuable property of Supplier and that Reseller has no right, title, or interest in any of Supplier’s Intellectual Property. In the event that Reseller or any of Reseller’s employees or personnel makes any improvements, modifications, or amendments to the Product, all right, title and interest to those improvements, modifications, and amendments is solely and exclusive owned by Supplier. Reseller shall disclose promptly to Supplier or its nominee, any and all Intellectual Property Reseller or Reseller’s employees or personnel conceived, made,

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created, discovered, or fixed in a tangible medium of expression that relates to the current or potential business or activities of Supplier. Reseller hereby assigns and agrees to assign all Resellers’ interest, if any, therein to Supplier or its nominee. As such, Reseller further agrees to obtain the necessary assignment of rights from Reseller’s employees and personnel to Supplier so that that Reseller is able to fulfill Reseller’s obligations to assign any and all Intellectual Property Reseller or Reseller’s employees or personnel conceived, made, created, discovered, or fixed in a tangible medium of expression. Whenever requested to do so by Supplier, Reseller shall execute, and shall require any and all of Reseller’s employees and personnel to execute, any and all applications, assignments or other instruments which Supplier, or Supplier’s attorneys shall deem necessary to apply for and obtain protection for the Intellectual Property within the United States and in foreign countries.

5.9 DISCLOSURE OF WRITTEN MATERIALS

Reseller will not duplicate or make available for purchase any of Supplier’s marketing materials, customer lists, software or video material or other intellectual property without the express prior written approval of Supplier.

5.10 CONFIDENTIALITY.

Reseller acknowledges that Reseller may receive, in the course of business agreed to by or in the performance of this Agreement, trade secrets, Intellectual Property, client lists, services, methods, processes, prices, profits, contract terms, operating procedures, and other information which Supplier considers confidential or which is marked confidential or proprietary (collectively, the “Confidential Information”). Reseller acknowledges that the Confidential Information was obtained after years of effort, advertising, and expenditure of substantial time and money. Reseller also acknowledges that the goodwill that Reseller may establish is an important asset of and properly belongs to Supplier. Reseller shall not disclose or appropriate to Reseller’s own use, or to the use of any third party, at any time, any Confidential Information of Supplier that Reseller has been or hereafter becomes informed of, whether or not developed by Reseller, except as allowed and/or required in connection with Reseller’s performance of this Agreement, or as required by a governmental authority. The obligations related to Intellectual Property and Confidential Information shall be binding upon Reseller, and Reseller’s executors, heirs, administrators, and other legal representatives. Additionally, Reseller agrees to contractually obligate Reseller’s employees and personnel to the same terms and conditions relating to Intellectual Property and Confidential Information, as Reseller is obligated. Reseller expressly acknowledges that any failure by Reseller or Reseller’s employees or personnel to comply with the provisions related to Intellectual Property and Confidential Information will constitute a material breach of this Agreement and will irreparably harm Supplier. Reseller acknowledges that monetary damages by law will be an inadequate remedy for such a breach of this Agreement and Supplier shall have the right to obtain injunctive relief, without bond, for violations of the terms of this Agreement; it being understood and acknowledged by Reseller that the terms of this Paragraph shall survive the termination of this Agreement. The parties agree to maintain the confidentiality of information relating to products, sales data, and other business information shared by and between Supplier and Reseller and not generally known to the public,

In order to protect Supplier’s right, title and interest in and to the Confidential Information and to ensure that no unfair advantage is taken of Reseller’s knowledge of the Confidential Information, all of which has been developed at great cost and expense by Supplier, during the term of this Agreement and for a period of three (3) years from the termination of this Agreement (the “Agreement Period”) and throughout the Territory for any reason, Reseller shall not use any portion of Supplier’s Confidential Information to: (i) solicit or assist any other individual or entity to solicit any

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business from any past clients, current client or potential clients of Supplier; or request or advise any past client, current client or potential client of Supplier to withdraw, curtail or cancel its business dealings with Supplier or commit any other act or assist others to commit any other act which might injure Supplier; (ii) directly or indirectly solicit or encourage any individual or entity having an association with Supplier to leave their association; (iii) directly or indirectly solicit or encourage any Reseller then under contract with Supplier to cease having an association with Supplier; (iv) cause or induce, or attempt to cause or induce, any individual or entity supplying goods, services, or credit to Supplier to diminish or cease the furnishing of such goods, services or credit; or (v) commit any other act with the purpose or the effect of injuring Supplier or any individual or entity having an association with Supplier.

5.11 SURVIVAL.

The obligations of Reseller set forth in Paragraphs 5.8-5.10 herein shall survive termination of this Agreement. Reseller expressly acknowledges that any failure by Reseller to comply with any provisions of Paragraphs 5.8-5.10 will constitute a material breach of this Agreement and will irreparably harm Supplier. Reseller acknowledges that monetary damages by law will be an inadequate remedy for such a breach of this Agreement and Supplier shall have the right to obtain injunctive relief, without bond, for violations of the terms of this Agreement; it being understood and acknowledged by Reseller that the terms of this Paragraph shall survive the term of this Agreement.

5.12 RESELLER AUTHORITY.

Reseller may from time to time be the non-exclusive representative of Supplier. Reseller expressly acknowledges that Reseller has no authority to enter into any agreement on behalf of, or in any manner bind Supplier; and nothing in this Agreement shall be construed to give Reseller such authority. Reseller shall not represent to third parties that Reseller has authority to bind Supplier at any time. Supplier reserves the right, at Supplier’s sole discretion, to approve or deny a sale of the Product to any purchaser obtained by Reseller, without recourse by or payment of commission to Reseller.

5.13 STATUS OF RESELLER.

Reseller expressly acknowledges that Reseller is not and shall not be deemed an employee of Supplier. It is the intent of Reseller to have the status of an independent contractor and no provisions of this Agreement shall be construed in a manner that would indicate otherwise. Reseller, as an independent contractor, acknowledges that: (i) Reseller shall bear the expense associated with performance of Resellers services in obtaining purchasers who wish to purchase the Product; and (ii) that Supplier shall not be obligated to provide Workman’s Compensation Insurance covering Reseller nor to provide any other fringe benefits customarily provided to employees. Federal, state, and local taxes will not be deducted from compensation, if any, paid to Reseller. The Federal Insurance Contributions Act and the withholding provisions of the Internal Revenue Code or other law shall not be applicable to the payments by Supplier to Reseller pursuant to this Agreement. Reseller shall timely file and pay all required self-employment tax and estimated tax payments and shall furnish Supplier with copies thereof, upon request.

6. TERM AND TERMINATION

6.1 TERM.

This Agreement shall commence on the Effective Date and continue for __________ months thereafter unless terminated earlier as provided herein.

6.2 TERMINATION WITHOUT CAUSE.

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Reseller or Supplier may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and Supplier and Reseller hereby waive all claims against the other in connection with the cancellation of such orders.

6.3 TERMINATION FOR BREACH.

Supplier may terminate this Agreement, for cause, by written notice to Reseller not less than ten (10) days prior to the effective date of such notice in the event that: (i) Reseller fails to pay past due invoices within thirty(30) days after notice that invoices are past due; (ii) Reseller violates any other material provision of this Agreement; or (iii) control of Reseller is acquired, directly or indirectly, by a third party, or Reseller is merged with a third party. Upon giving its notice of termination, Supplier may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Reseller as an authorized Reseller.

6.4 TERMINATION FOR INSOLVENCY.

At the option of Supplier or Reseller and in accordance with applicable laws, this Agreement shall terminate immediately if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtors' relief law; (iv) any proceedings are commenced against the other party under any bankruptcy insolvency or debtor's relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party commences to dissolve under applicable corporate law statutes.

6.5 TERMINATION/EXPIRATION ACCOUNTING.

All amounts payable by Reseller to Supplier shall survive termination and become immediately due and payable. In addition, Supplier shall have the right to repurchase unsold Products in Reseller's inventory. Within ten (10) days following termination, Reseller shall furnish Supplier with an inventory of unsold Products. Within ten (10) days after receipt of such inventory, Supplier shall notify Reseller in writing whether or not Supplier intends to repurchase from Reseller all or part of such inventory at the original invoice price (less discounts, price protection or other credits previously granted). Supplier shall pay all transportation and other costs connected with shipping such Products to Supplier.

7. WARRANTIES

7.1 CUSTOMER WARRANTY.

Supplier provides a Limited Warranty Statement to Customers. Reseller will make available to Customers a copy of the Limited Warranty Statement and will not make any representations or statements inconsistent with such Limited Warranty Statement. Reseller shall have the right to return at Supplier’s expense and for full credit (if there are sufficient funds to offset) or refund of the purchase price any products for which the sale is prohibited by applicable local, state, or federal law, ordinance, rule or regulation.

7.2 EXPRESS DISCLAIMER.

Supplier MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED AS ALLOWED BY LAW.

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8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1 LIABILITY

THE LIABILITY OF Supplier ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF Products HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY RESELLER TO Supplier FOR THE Products GIVING RISE TO SUCH DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF Supplier IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 INDEMNIFICATION

RESELLER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SUPPLIER, ITS PARENTS AND SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE CURRENT AND FORMER OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, AND MANAGERS (“INDEMNIFIED PARTIES”) FROM ANY AND ALL CLAIMS, LIABILITIES, EXPENSES, DEMANDS, LOSSES, COSTS (INCLUDING ATTORNEY’S FEES, EXPERT WITNESS FEES, AND COURT COSTS) OF WHATSOEVER NATURE IN CONNECTION WITH OR RESULTING FROM RESELLER’S RELATIONSHIP WITH SUPPLIER, RESELLER’S PERSONNEL, SUBCONTRACTOR’S, OR AGENT’S ACTS OR OMISSIONS, RESELLER’S FULFILLMENT OR FAILURE TO FULFILL ITS OBLIGATIONS, RESELLER’S BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER PROVISION UNDER THIS AGREEMENT, THE CONDUCT OF RESELLER’S PERSONNEL, AND/OR THE ALLEGED BREACH OR BREACH OF ANY APPLICABLE LAWS BY RESELLER OR ITS PERSONNEL. RESELLER SHALL COOPERATE IN THE DEFENSE OF ANY CLAIMS FOR WHICH INDEMNIFICATION IS AVAILABLE AND SHALL FURNISH SUCH RECORDS, INFORMATION, TESTIMONY, AND ATTEND SUCH CONFERENCES, DISCOVERY, PROCEEDINGS, HEARINGS, TRIALS, AND APPEALS AS SUPPLIER MAY REQUEST. RESELLER, ON BEHALF OF RESELLER AND RESELLER’S EXECUTORS, ADMINISTRATORS AND ASSIGNS, SHALL INDEMNIFY AND FOREVER HOLD SUPPLIER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR RIGHTS OF ACTION AGAINST SUPPLIER FOR INJURY OR DEATH OF RESELLER’S EMPLOYEES OR PERSONNEL, OR DAMAGE TO THE PERSONAL OR REAL PROPERTY OF RESELLER OR RESELLER’S EMPLOYEES OR PERSONNEL RESULTING FROM, RISING OUT OF, OR IN ANYWAY CONNECTED WITH RESELLER’S PERFORMANCE UNDER THIS AGREEMENT.

9. GENERAL

9.1 GENERAL PROVISIONS

Reseller shall not assign, delegate, or transfer the Agreement, or any of its rights or duties hereunder, without the prior written consent of the Supplier. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Supplier may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Supplier.

Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by registered or certified mail, postage prepaid, or personal delivery or delivery by a recognized overnight courier to the address of the parties written above or to such other address as the parties hereto may specify in writing. A waiver by either party of a breach of any term or condition of this Agreement shall not constitute a

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waiver of any further breach of a term or condition of this Agreement and no such waiver shall be effective unless in writing signed by the party.

This Agreement contains the entire agreement and supersedes all prior agreements and negotiations relating to the subject matter of this Agreement, whether oral or written, between the parties. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon by either party. Each party has relied upon its own examination of the full Agreement and the provisions thereof, and the warranties, representations, and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both the parties. This Agreement shall be construed in accordance with and its performance shall be governed by the laws of the State of Utah, notwithstanding the choice of law rules of such State. The courts of Utah shall have exclusive jurisdiction to determine all claims, disputes, actions, or suits which may arise hereunder and the parties hereby expressly consent to such exclusive jurisdiction and venue before the proper authority in Utah.

If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Words in the singular shall include the plural and words in the plural shall include the singular. Words in any gender shall include the other gender. Unless otherwise stated, a party may exercise its sole discretion when granting or withholding prior consent. The paragraph headings used herein are for the convenience of the parties and shall not be deemed to modify or construe the provisions hereof. Further, if either party defaults in the performance of its obligations under this Agreement, then the defaulting party agrees to pay reasonable costs and attorneys’ fees to enforce this Agreement.

This Agreement and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Reseller by Supplier arising from any delinquencies in payment for Products.

In witness whereof, the parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date of ________________________.

PROTECTIVE SOLUTIONS, INC.	RESELLER
By: _________________________	By: ___________________________
Name: ______________________	Name: ________________________
Title: _______________________	Title: __________________________

EX-10.6

LICENSE AGREEMENT

This License/Reseller Agreement (“Agreement”) is entered into as of this ______ day of _______________, 20__, by and between ShieldZone Corp., a Utah Corporation, with its principal place of business at __________________, Salt Lake City, UT 84121 (“Supplier”), and __________________________, a ____________________, having its principal place of business or residence at ____________________________________, (“Licensee/Reseller”). Supplier and Licensee/Reseller are sometimes referred to herein individually as a “party” and collectively as the “parties.”

Whereas, Supplier sells a line of screen protectors and/or housing protectors for electronic devices including, but not limited to, cellular telephones, digital audio players (MP3 players), digital video players, personal digital assistants, and watches and related accessories;

Whereas, Licensee/Reseller is in the business of reselling screen protectors and/or housing protectors;

Whereas, Supplier desires to engage the Licensee/Reseller for the purposes of marketing and selling Supplier’s screen and/or housing protectors and associated accessories in the United States of America; and

Therefore, in consideration of the following conditions set forth in this Agreement, and other consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree to the following.

1. DEFINITIONS

"Customer" means an end user of a Product.

"Limited Warranty Statement" means Supplier’s then-current warranty from Protective Solutions, Inc. to Customers.

"Product" means a product in Supplier’s then-current reseller product list, a current copy of which is attached as Exhibit A. Supplier may add to, delete from, or otherwise modify the Products on the Product List at any time, and at Supplier’s sole discretion.

"Territory" means the Licensee/Reseller’s physical store outlets located in United States of America.

2. PRODUCT TERMS

2.1 APPOINTMENT.

Supplier hereby appoints Licensee/Reseller, and Licensee/Reseller accepts such appointment, to act as a non-exclusive reseller of Products to Customers located only in the Territory. Sale of Products to other resellers or Licensee/Reseller's affiliates is strictly prohibited. Sale of Products using third-party websites, including auction-based websites, is strictly prohibited. Licensee/Reseller may only sell the Products: (i) in face-to-face transactions from physical store outlets located in the Territory, and/or (ii) using Licensee/Reseller’s proprietary web site or Licensee/Reseller’s mail order catalog.

2.2 PRICES.

The prices paid by Licensee/Reseller to Supplier for Products shall initially be as set forth in Exhibit A. Supplier shall have the right, at any time, to change, alter, or amend Product prices upon written notice. Prices are exclusive of all taxes, insurance, and shipping and handling charges, which are Licensee/Reseller's sole responsibility.

3. ORDERING AND PAYMENT

3.1 PURCHASE ORDERS. 

Orders from Licensee/Reseller to Supplier shall be in writing and be subject to acceptance by Supplier. Orders for Products shall be delivered to Supplier in written form via facsimile, email or postage. Supplier shall accept purchase order via facsimile, email, or postage. Licensee/Reseller shall submit to Supplier a purchase order signed by an authorized purchaser. Each purchase order must include: bill to and ship to information, product description, product number, quantity ordered, price at current discount, if any, payment terms, and shipping method. Any terms or conditions appearing anywhere on a Purchase Order that conflict with any provision of this Agreement are considered null and void.

3.2 SHIPMENT.

UPS is Supplier’s shipping provider. Products are shipped f.o.b. Licensee/Reseller acknowledges that all orders will be shipped using UPS 3-day Select Service unless otherwise specified in the Purchase Order, and acknowledges that any escalation in shipping cost and service will be at Licensee/Reseller’s expense. If Licensee/Reseller prefers to ship using its own carrier account or by some other method, Licensee/Reseller must contact Supplier for approval and confirmation of service availability. Supplier shall have the right to change the shipping provider without written notice at any time. Licensee/Reseller's special packing requests, will be borne by Licensee/Reseller unless otherwise agreed to in writing by Supplier.

3.3 PRODUCT DEFECTS.

Defective Products may be returned with an authorization number obtained from Supplier. Shipping instructions will be determined by Supplier. If returned Products are found to be non-damaged, non-defective opened product, the Products will be returned to Licensee/Reseller on the next shipment to Licensee/Reseller, and recharged to Licensee/Reseller’s account. Licensee/Reseller acknowledges that all orders returned after sixty (60) days from invoice date will be assessed a twenty percent (20%) restocking fee, and that no Product may be returned after a ninety (90) day period. Licensee/Return shipment charges via unauthorized carriers and all customs or broker's fees are the responsibility of Licensee/Reseller. Supplier reserves the right to charge-back to Licensee/Reseller shipping charges incurred on those Products that were not at any point resold to Customers but were returned as defective and no fault was found. Incomplete Product returns will be accepted less the value of the missing components. Licensee/Reseller will be in material breach of this Agreement if it returns Products as "defective" to Supplier when Licensee/Reseller has not at any point resold such Products to Customers, except that Licensee/Reseller may return Products that were not at any point resold to Customers that are in fact "defective."

3.4 RESERVATION OF RIGHT TO CANCEL OR DELAY SHIPMENT.

Supplier reserves the right to cancel or delay shipment of any order placed by Licensee/Reseller and accepted by Supplier if Licensee/Reseller: (i) is in default on any payment owed to Supplier or any third party in connection with this Agreement; (ii) fails to meet reasonable credit or financial requirements established by Supplier; (iii) discontinues business or declares bankruptcy; or (iv) otherwise fails to comply with any of the terms and conditions of this Agreement.

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3.5 PAYMENT.

Payments on orders for product will be due and payable in full thirty (30) days from the invoice date. If Licensee/Reseller is in default of its payment obligations, Supplier shall give written notice of such default to Licensee/Reseller. Upon receipt of such default notice, Licensee/Reseller shall have fifteen (15) days to cure. If Licensee/Reseller fails to cure within the fifteen (15) day notice period, Licensee/Reseller shall pay monthly service charges of one percent (1%) per month for any past due amounts. Supplier may in its sole discretion change Licensee/Reseller's credit terms and/or require C.O.D. payment for any shipments.

4. SUPPLIER’S OBLIGATIONS

4.1 PRODUCT AVAILABILITY AND PRICING

Supplier shall make Products available to Licensee/Reseller at prices as set forth in Exhibit A of this Agreement. Supplier shall make commercially reasonable efforts to ship all ordered Products within reasonable time periods to the address designated by Licensee/Reseller. Supplier shall take reasonable efforts to make available its most recent catalogs and promotional materials, if any, to Licensee/Reseller for a nominal charge. Supplier shall use its reasonable efforts to maintain communication with Licensee/Reseller to inform Licensee/Reseller of new products and relevant Supplier information. Licensee/Reseller may have access to specific information regarding product updates, availability, support materials, and manufacturing suggested retail pricing (“MSRP”).

5. RESELLER'S OBLIGATIONS

5.1 LICENSEE/RESELLER COVENANTS.

Licensee/Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Supplier; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Supplier or Supplier Products; (iii) make no false or misleading representations with regard to Supplier or Supplier Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Supplier or Supplier Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Supplier Products that are inconsistent with the literature distributed by Supplier.

5.2 USE OF TRADEMARKS AND PROPRIETARY NOTICES.

During the term of this Agreement, Licensee/Reseller may use the trademarks, trade names, logos and designations used by Supplier for Supplier Products solely in connection with Licensee/Reseller's advertisement and promotion of Supplier Products, in accordance with Supplier’s then-current trademark usage policies. Licensee/Reseller shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Upon termination of this Agreement, Licensee/Reseller shall have two (2) months from the date of termination of the Agreement in which Licensee/Reseller to advertise and promote the Products using Supplier’s trademarks and trade names. Supplier may not use Licensee/Reseller's trade names, trademarks or service marks following the above defined period without first obtaining Licensee/Reseller's express approval. Licensee/Reseller shall not do or cause to be done any act or thing that would in any manner damage or impair, directly or indirectly, the reputation of Supplier or that of its logos, products, trademarks, or registrations. Any usage of Supplier’s trademarks, service marks, and trade names inure to the benefit of Supplier.

5.3 PRODUCT PRICING, ADVERTISING AND APPROVAL.

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Licensee/Reseller may sell Products at any price mutually agreeable to Licensee/Reseller and any of its customers. Licensee/Reseller shall display and maintain Supplier’s MSRP, as identified in the price list available on the Supplier website, in all marketing and advertising materials, including, but not limited to displays of pricing in print, electronic, broadcast, fax and direct mail campaigns, except for general or temporary discounts approved by Supplier for Licensee/Reseller participation. Licensee/Reseller may advertise a price discount for certain Products only for specific Supplier approved specials which incorporate offer time limits. Licensee/Reseller shall not offer ad hoc or across the board discounts on any or all of the Products. Supplier shall have the right to review Licensee/Reseller’s marketing and advertising materials, including Licensee/Reseller’s websites, catalogs and other published pricing materials, to ensure Licensee/Reseller’s compliance with the terms and conditions of this Agreement. Licensee/Reseller shall furnish examples or mock ups to Supplier, upon request, of any and all advertising, stickers, materials, items, and other marketing collateral relating to the Products which Reseller intends to use to market, promote and sell the Products at least thirty (30) days prior to use. Supplier shall review the materials for accuracy, quality, and adherence to Supplier’s style guide. Supplier shall provide approval or recommend modifications within ten (10) days of receipt of such materials. Failure by Supplier to either approve or make recommendations within ten (10) days shall be deemed as constructive approval of such materials. Licensee/Reseller shall not be authorized to publish or distribute marketing or promotional material relating to any or all of the Products until such material is approved by Supplier.

5.4 SUB-DISTRIBUTION.

Licensee/Reseller shall not authorize or appoint any dealers, agents, representatives, sub-distributors, original equipment manufactures, value added resellers, systems integrators, or other third parties to sell or distribute the Products without prior written approval from Supplier.

5.5 MARKETING AND DISTRIBUTION RIGHT ONLY.

Licensee/Reseller is authorized to market and distribute the Products only in the form and packaging as delivered by Supplier in accordance with the terms of this Agreement. Nothing in this Agreement may be constructed to grant any right, title or interest in any Intellectual Property rights embodied in or associated with the Products, or any right to copy, disseminate, disclose, recompile, alter, translate, reverse engineer, repackage, or interfere in any way with any of the materials or information that constitute the Products.

5.6 PROTECT AGAINST UNAUTHORIZED USE.

Licensee/Reseller shall use best efforts to protect the Products from unauthorized copying, dissemination, disclosure, recompilation, altering, translating, reverse engineering, and other unauthorized use. The provisions of this paragraph are intended to survive termination of this Agreement for so long as the copyrights and trade secrets applicable to the Products remain in effect as Intellectual Property rights of Supplier and their respective successors or assignees.

5.7 PRODUCT PACKAGING.

Supplier’s name brand shall be visible on all Products that are marketed, advertised and/or displayed by Licensee/Reseller. Licensee/Reseller shall not disassemble any Product or Product packaging to remove any branding and/or Supplier identifiers in any of the Products. 

5.8 INTELLECTUAL PROPERTY.

Supplier shall be the sole and exclusive owner of any and all right, title and interest in the Product and any and all other intellectual property, whether present or future, in the

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United States or foreign, at common law, registerable or non-registerable, fixed in any tangible medium of expression, including by way of example and not limitation, patents, inventions, trade secrets, trademarks, service marks, trade dress, copyrights, and other materials in any form that relate to the Product and/or Licensee/Reseller’s services performed under this Agreement (hereinafter “Intellectual Property”). Licensee/Reseller acknowledges that Supplier’s Intellectual Property is valuable property of Supplier and that Licensee/Reseller has no right, title, or interest in any of Supplier’s Intellectual Property. In the event that Licensee/Reseller or any of Licensee/Reseller’s employees or personnel makes any improvements, modifications, or amendments to the Product, all right, title and interest to those improvements, modifications, and amendments is solely and exclusive owned by Supplier. Licensee/Reseller shall disclose promptly to Supplier or its nominee, any and all Intellectual Property Licensee/Reseller or Licensee/Reseller’s employees or personnel conceived, made, created, discovered, or fixed in a tangible medium of expression that relates to the current or potential business or activities of Supplier. Licensee/Reseller hereby assigns and agrees to assign all Licensee/Resellers’ interest, if any, therein to Supplier or its nominee. As such, Licensee/Reseller further agrees to obtain the necessary assignment of rights from Licensee/Reseller’s employees and personnel to Supplier so that that Licensee/Reseller is able to fulfill Licensee/Reseller’s obligations to assign any and all Intellectual Property Licensee/Reseller or Licensee/Reseller’s employees or personnel conceived, made, created, discovered, or fixed in a tangible medium of expression. Whenever requested to do so by Supplier, Licensee/Reseller shall execute, and shall require any and all of Licensee/Reseller’s employees and personnel to execute, any and all applications, assignments or other instruments which Supplier, or Supplier’s attorneys shall deem necessary to apply for and obtain protection for the Intellectual Property within the United States and in foreign countries.

5.9 DISCLOSURE OF WRITTEN MATERIALS

Licensee/Reseller will not duplicate or make available for purchase any of Supplier’s marketing materials, customer lists, software or video material or other intellectual property without the express prior written approval of Supplier.

5.10 CONFIDENTIALITY.

Licensee/Reseller acknowledges that Licensee/Reseller may receive, in the course of business agreed to by or in the performance of this Agreement, trade secrets, Intellectual Property, client lists, services, methods, processes, prices, profits, contract terms, operating procedures, and other information which Supplier considers confidential or which is marked confidential or proprietary (collectively, the “Confidential Information”). Licensee/Reseller acknowledges that the Confidential Information was obtained after years of effort, advertising, and expenditure of substantial time and money. Licensee/Reseller also acknowledges that the goodwill that Licensee/Reseller may establish is an important asset of and properly belongs to Supplier. Licensee/Reseller shall not disclose or appropriate to Licensee/Reseller’s own use, or to the use of any third party, at any time, any Confidential Information of Supplier that Licensee/Reseller has been or hereafter becomes informed of, whether or not developed by Licensee/Reseller, except as allowed and/or required in connection with Licensee/Reseller’s performance of this Agreement, or as required by a governmental authority. The obligations related to Intellectual Property and Confidential Information shall be binding upon Licensee/Reseller, and Licensee/Reseller’s executors, heirs, administrators, and other legal representatives. Additionally, Licensee/Reseller agrees to contractually obligate Licensee/Reseller’s employees and personnel to the same terms and conditions relating to Intellectual Property and Confidential Information, as Licensee/Reseller is obligated. Licensee/Reseller expressly acknowledges that any failure by Licensee/Reseller or Licensee/Reseller’s employees or personnel to comply with the provisions related to Intellectual Property and Confidential Information will constitute a material breach of this Agreement and will irreparably harm Supplier.

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Licensee/Reseller acknowledges that monetary damages by law will be an inadequate remedy for such a breach of this Agreement and Supplier shall have the right to obtain injunctive relief, without bond, for violations of the terms of this Agreement; it being understood and acknowledged by Licensee/Reseller that the terms of this Paragraph shall survive the termination of this Agreement. The parties agree to maintain the confidentiality of information relating to products, sales data, and other business information shared by and between Supplier and Licensee/Reseller and not generally known to the public,

In order to protect Supplier’s right, title and interest in and to the Confidential Information and to ensure that no unfair advantage is taken of Licensee/Reseller’s knowledge of the Confidential Information, all of which has been developed at great cost and expense by Supplier, during the term of this Agreement and for a period of three (3) years from the termination of this Agreement (the “Agreement Period”) and throughout the Territory for any reason, Licensee/Reseller shall not use any portion of Supplier’s Confidential Information to: (i) solicit or assist any other individual or entity to solicit any business from any past clients, current client or potential clients of Supplier; or request or advise any past client, current client or potential client of Supplier to withdraw, curtail or cancel its business dealings with Supplier or commit any other act or assist others to commit any other act which might injure Supplier; (ii) directly or indirectly solicit or encourage any individual or entity having an association with Supplier to leave their association; (iii) directly or indirectly solicit or encourage any Licensee/Reseller then under contract with Supplier to cease having an association with Supplier; (iv) cause or induce, or attempt to cause or induce, any individual or entity supplying goods, services, or credit to Supplier to diminish or cease the furnishing of such goods, services or credit; or (v) commit any other act with the purpose or the effect of injuring Supplier or any individual or entity having an association with Supplier. 

5.11 SURVIVAL.

The obligations of Licensee/Reseller set forth in Paragraphs 5.8-5.10 herein shall survive termination of this Agreement. Licensee/Reseller expressly acknowledges that any failure by Licensee/Reseller to comply with any provisions of Paragraphs 5.8-5.10 will constitute a material breach of this Agreement and will irreparably harm Supplier. Licensee/Reseller acknowledges that monetary damages by law will be an inadequate remedy for such a breach of this Agreement and Supplier shall have the right to obtain injunctive relief, without bond, for violations of the terms of this Agreement; it being understood and acknowledged by Licensee/Reseller that the terms of this Paragraph shall survive the term of this Agreement.

5.12 LICENSEE/RESELLER AUTHORITY.

Licensee/Reseller may from time to time be the non-exclusive representative of Supplier. Licensee/Reseller expressly acknowledges that Licensee/Reseller has no authority to enter into any agreement on behalf of, or in any manner bind Supplier; and nothing in this Agreement shall be construed to give Licensee/Reseller such authority. Licensee/Reseller shall not represent to third parties that Licensee/Reseller has authority to bind Supplier at any time. Supplier reserves the right, at Supplier’s sole discretion, to approve or deny a sale of the Product to any purchaser obtained by Licensee/Reseller, without recourse by or payment of commission to Licensee/Reseller.

5.13 STATUS OF LICENSEE/RESELLER.

Licensee/Reseller expressly acknowledges that Licensee/Reseller is not and shall not be deemed an employee of Supplier. It is the intent of Licensee/Reseller to have the status of an independent contractor and no provisions of this Agreement shall be

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construed in a manner that would indicate otherwise. Licensee/Reseller, as an independent contractor, acknowledges that: (i) Licensee/Reseller shall bear the expense associated with performance of Licensee/Resellers services in obtaining purchasers who wish to purchase the Product; and (ii) that Supplier shall not be obligated to provide Workman’s Compensation Insurance covering Licensee/Reseller nor to provide any other fringe benefits customarily provided to employees. Federal, state, and local taxes will not be deducted from compensation, if any, paid to Licensee/Reseller. The Federal Insurance Contributions Act and the withholding provisions of the Internal Revenue Code or other law shall not be applicable to the payments by Supplier to Licensee/Reseller pursuant to this Agreement. Licensee/Reseller shall timely file and pay all required self-employment tax and estimated tax payments and shall furnish Supplier with copies thereof, upon request.

6. TERM AND TERMINATION

6.1 TERM.

This Agreement shall commence on the Effective Date and continue for __________ months thereafter unless terminated earlier as provided herein. 

6.2 TERMINATION WITHOUT CAUSE.

Licensee/Reseller or Supplier may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and Supplier and Licensee/Reseller hereby waive all claims against the other in connection with the cancellation of such orders. 

6.3 TERMINATION FOR BREACH.

Supplier may terminate this Agreement, for cause, by written notice to Licensee/Reseller not less than ten (10) days prior to the effective date of such notice in the event that: (i) Licensee/Reseller fails to pay past due invoices within thirty(30) days after notice that invoices are past due; (ii) Licensee/Reseller violates any other material provision of this Agreement; or (iii) control of Licensee/Reseller is acquired, directly or indirectly, by a third party, or Licensee/Reseller is merged with a third party. Upon giving its notice of termination, Supplier may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Licensee/Reseller as an authorized Licensee/Reseller. 

6.4 TERMINATION FOR INSOLVENCY.

At the option of Supplier or Licensee/Reseller and in accordance with applicable laws, this Agreement shall terminate immediately if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtors' relief law; (iv) any proceedings are commenced against the other party under any bankruptcy insolvency or debtor's relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party commences to dissolve under applicable corporate law statutes.  

6.5 TERMINATION/EXPIRATION ACCOUNTING.

All amounts payable by Licensee/Reseller to Supplier shall survive termination and become immediately due and payable. In addition, Supplier shall have the right to repurchase unsold Products in Licensee/Reseller's inventory. Within ten (10) days following termination, Licensee/Reseller shall furnish Supplier with an inventory of unsold Products. Within ten (10) days after receipt of such inventory, Supplier shall

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notify Licensee/Reseller in writing whether or not Supplier intends to repurchase from Licensee/Reseller all or part of such inventory at the original invoice price (less discounts, price protection or other credits previously granted). Supplier shall pay all transportation and other costs connected with shipping such Products to Supplier.

7. WARRANTIES

7.1 CUSTOMER WARRANTY.

Supplier provides a Limited Lifetime Warranty to Customers. Licensee/Reseller shall make available to Customers a copy of the Limited Lifetime Warranty and will not make any representations or statements inconsistent with such Limited Lifetime Warranty. Licensee/Reseller shall have the right to return at Supplier’s expense and for full credit (if there are sufficient funds to offset) or refund of the purchase price any products for which the sale is prohibited by applicable local, state, or federal law, ordinance, rule or regulation. 

7.2 LIMITED LIFETIME WARRANTY.

Supplier warrants to the original end user customer of its Products that its products are free from defects in material and workmanship. Supplier warrants to the original end user of its Products that Products that are damaged during use will be replaced. Supplier will, at its option, either repair or replace any part of its products that prove defective by reason of improper workmanship or materials. Repaired parts or replacement products will be provided by Supplier on an exchange basis, and will be either new or refurbished to be functionally equivalent to new. If Supplier is unable to repair or replace the product, it will refund the current value of the product at the time the warranty claim is made. 

This limited lifetime warranty does not cover any damage to any Product that results from improper installation, abuse, misuse, natural disaster, abnormal mechanical or environmental conditions, repair, or modification. This limited lifetime warranty does not apply to improper installations of Products that result in peeling or bubbling of Products. This limited lifetime warranty does not apply to any Products on which the original identification information has been altered, obliterated or removed, has not been handled or packaged correctly, has been sold as second-hand or has been resold contrary to applicable law. This limited lifetime warranty covers only repair, replacement or refund for defective Products or for Products that are damaged during use. Supplier is not liable for, and does not cover under warranty, any costs associated with removing or installing Supplier’s Products. Licensee/Reseller shall obtain Proof of purchase from the original end user in order to request warranty service. Licensee/Reseller shall have no claim for warranty service without Proof of Purchase from the original end user. Supplier reserves the right to change the terms of the limited lifetime warranty at any time and without prior notice.

7.3 WARRANTY CLAIM PROCEDURES AND REQUIREMENTS

When an original end user requests a replacement and if the Product qualifies under the Limited Lifetime Warranty, Licensee/Reseller provides a new replacement Product to the original end user and then returns the damaged Product to Reseller. Upon receipt of the damaged Product, Supplier will send a new packaged Product to Licensee/Reseller to replace the Product provided to the original end user by the Licensee/Reseller. Licensee/Reseller has the option of requiring the original end user of the Product to request warranty service directly from Supplier.

Licensee/Reseller shall request warranty service once a month. Licensee/Reseller shall also provide a description of how the damage occurred for each Product for which

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warranty service is requested. Supplier reserves the right to determine whether the Product qualifies for warranty service under the limited lifetime warranty.

The returned product will become the property of Supplier. Repaired or replacement product will be shipped at Supplier’s expense. The limited lifetime warrant for repaired or replacement product is limited to 90 days.  

7.4 GUARANTEES AND REFUNDS

Licensee/Reseller shall provide a 30-day money back guarantee to original end users that have proof of purchase. If an original end user is dissatisfied with the Product for any reason, the original end user can return the Product toLicensee/Reseller for a full refund. Licensee/Reseller shall refund the purchase price and receive the Product back from the original end user. All Product returned by the original end users shall be returned to Supplier once a month. Licensee/Reseller shall have no claim against Supplier when the Licensee/Reseller fails to obtain the Product from the original end user. Licensee/Reseller shall not provide a 30-day money-back guarantee to users that are not original end users of the Products. Supplier shall at its option, provide a credit toLicensee/Reseller for returned Product or send replacement Product to Licensee/Reseller for Products that are properly returned to Supplier and that qualify for the 30-day money back guarantee.  

7.5 EXPRESS DISCLAIMER.

Supplier MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED AS ALLOWED BY LAW.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1 LIABILITY

THE LIABILITY OF Supplier ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF Products HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY RESELLER TO Supplier FOR THE Products GIVING RISE TO SUCH DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF Supplier IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. 

8.2 INDEMNIFICATION

LICENSEE/RESELLER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SUPPLIER, ITS PARENTS AND SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE CURRENT AND FORMER OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, AND MANAGERS (“INDEMNIFIED PARTIES”) FROM ANY AND ALL CLAIMS, LIABILITIES, EXPENSES, DEMANDS, LOSSES, COSTS (INCLUDING ATTORNEY’S FEES, EXPERT WITNESS FEES, AND COURT COSTS) OF WHATSOEVER NATURE IN CONNECTION WITH OR RESULTING FROM LICENSEE/RESELLER’S RELATIONSHIP WITH SUPPLIER, LICENSEE/RESELLER’S PERSONNEL, SUBCONTRACTOR’S, OR AGENT’S ACTS OR OMISSIONS, LICENSEE/RESELLER’S FULFILLMENT OR FAILURE TO FULFILL ITS OBLIGATIONS, LICENSEE/RESELLER’S BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER PROVISION UNDER THIS AGREEMENT, THE CONDUCT OF LICENSEE/RESELLER’S PERSONNEL, AND/OR THE ALLEGED BREACH OR BREACH OF ANY APPLICABLE LAWS BY LICENSEE/RESELLER OR ITS PERSONNEL. RESELLER SHALL COOPERATE IN

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THE DEFENSE OF ANY CLAIMS FOR WHICH INDEMNIFICATION IS AVAILABLE AND SHALL FURNISH SUCH RECORDS, INFORMATION, TESTIMONY, AND ATTEND SUCH CONFERENCES, DISCOVERY, PROCEEDINGS, HEARINGS, TRIALS, AND APPEALS AS SUPPLIER MAY REQUEST. LICENSEE/RESELLER, ON BEHALF OF LICENSEE/RESELLER AND LICENSEE/RESELLER’S EXECUTORS, ADMINISTRATORS AND ASSIGNS, SHALL INDEMNIFY AND FOREVER HOLD SUPPLIER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR RIGHTS OF ACTION AGAINST SUPPLIER FOR INJURY OR DEATH OF LICENSEE/RESELLER’S EMPLOYEES OR PERSONNEL, OR DAMAGE TO THE PERSONAL OR REAL PROPERTY OF LICENSEE/RESELLER OR LICENSEE/RESELLER’S EMPLOYEES OR PERSONNEL RESULTING FROM, RISING OUT OF, OR IN ANYWAY CONNECTED WITH LICENSEE/RESELLER’S PERFORMANCE UNDER THIS AGREEMENT.

9. GENERAL

9.1 GENERAL PROVISIONS

Licensee/Reseller shall not assign, delegate, or transfer the Agreement, or any of its rights or duties hereunder, without the prior written consent of the Supplier. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Supplier may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Supplier. 

Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by registered or certified mail, postage prepaid, or personal delivery or delivery by a recognized overnight courier to the address of the parties written above or to such other address as the parties hereto may specify in writing. A waiver by either party of a breach of any term or condition of this Agreement shall not constitute a waiver of any further breach of a term or condition of this Agreement and no such waiver shall be effective unless in writing signed by the party.   

This Agreement contains the entire agreement and supersedes all prior agreements and negotiations relating to the subject matter of this Agreement, whether oral or written, between the parties. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon by either party. Each party has relied upon its own examination of the full Agreement and the provisions thereof, and the warranties, representations, and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both the parties. This Agreement shall be construed in accordance with and its performance shall be governed by the laws of the State of Utah, notwithstanding the choice of law rules of such State. The courts of Utah shall have exclusive jurisdiction to determine all claims, disputes, actions, or suits which may arise hereunder and the parties hereby expressly consent to such exclusive jurisdiction and venue before the proper authority in Utah.  

If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Words in the singular shall include the plural and words in the plural shall include the singular. Words in any gender shall include the other gender. Unless otherwise stated, a party may exercise its sole discretion when granting or withholding prior consent. The paragraph headings used herein are for the convenience of the parties and shall not be deemed to modify or construe the provisions hereof. Further, if either party defaults in the performance of

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its obligations under this Agreement, then the defaulting party agrees to pay reasonable costs and attorneys’ fees to enforce this Agreement.  

This Agreement and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Licensee/Reseller by Supplier arising from any delinquencies in payment for Products. 

In witness whereof, the parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date of ________________________.

PROTECTIVE SOLUTIONS, INC.	LICENSEE/RESELLER
By: _________________________	By: ___________________________
Name: ______________________	Name: ________________________
Title: _______________________	Title: _________________________

EX-10.7

Distributorship Agreement

This Distributorship Agreement (the “Agreement”) is entered into as of ____________ by and between ShieldZone Corporation, a Utah corporation (“ShieldZone”) and ________________ (“Distributor”).

RECITALS

WHEREAS, ShieldZone manufactures and sells invisibleSHIELD^TM branded protective films for protecting screens of electronic devices including, but not limited to, cellular telephones, portable music/video players and other portable electronic devices and/or for protecting casings or housings of said electronic devices in the United Staes of America; and

WHEREAS, Distributor is in the business of distributing such protective films; and

WHEREAS, the parties desire that Distributor shall have the right to sell invisibleSHIELD^TM branded protective films in _____________________ (“Territory”). (Any future addition of Territories must be agreed to in writing before Distributor engages in selling invisibleSHIELD^TM products in potential new territories.)

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

SECTION ONE—PROMOTION OF SALE

Distributor will use its best efforts, and make available the use of its sales force, for the purpose of promoting the sale of ShieldZone invisibleSHIELD^TM branded protective films within the Territory. Distributor may also promote the sale of ShieldZone accessories, as mutually agreed upon by the parties.

SECTION TWO—COVENANTS OF DISTRIBUTOR

Distributor shall perform, at Distributor’s expense, the following duties to ShieldZone’s satisfaction:

2.1 Promotions and Marketing. Distributor shall engage in sales promotion activities in the Territory, including, but not limited to, the distribution of marketing materials to current and potential customers. Distributor shall pay for printing of any marketing materials to be used in the Territory, and all such marketing materials are subject to approval by ShieldZone. ShieldZone shall provide samples to Distributor at no charge. ShieldZone invisibleSHIELD^TM branded films and accessories are collectively referred to as “ShieldZone Products”. 

2.2 Sales Organization. Distributor will maintain a qualified sales organization which will call on customers and potential customers in the Territory as may be reasonably likely to purchase any of the ShieldZone products. Distributor shall adhere to ShieldZone sales and marketing programs as provided to Distributor by ShieldZone from time to time.

2.3 Places of Business; Inventory. Distributor shall establish, staff, and maintain a place or places of business in the Territory as may be necessary to provide good customer support and marketing coverage in the Territory. Distributor will purchase and maintain an inventory of ShieldZone Products as necessary to adequately service customer requirements in the Territory. 

2.4 Coordination. Distributor shall coordinate its sales efforts with ShieldZone. In addition, Distributor shall establish and maintain records of its sales in sufficient detail to permit identification and destination of each of the ShieldZone Products sold by Distributor and Distributor shall make these records available for inspection and copying by ShieldZone. Distributor shall retain these records until ShieldZone either (a) accepts custody of the records, or (b) consents in writing to their destruction or other disposal. 

2.5 General Conduct and Non-Competition. Distributor shall at all times conduct its business in a manner as will reflect favorably on ShieldZone and the ShieldZone Products and shall not engage in any deceptive, misleading, illegal, or unethical business practice. Distributor shall not design, manufacture, or market, nor will it act as a representative or distributor for, any products that compete with the ShieldZone Products during the term of this Agreement and for three (3) years following termination of this Agreement.   

2.6 Sales Only in Territory. Distributor shall not offer or sell ShieldZone Products outside of the Territory and shall refer all inquiries regarding potential customers outside of the Territory to ShieldZone. In addition, Distributor shall not offer or sell ShieldZone Products to anyone who has the intent to offer or sell the ShieldZone Products outside of the Territory. Distributor shall not offer or sell ShieldZone Products on the Internet. ShieldZone may sell ShieldZone Products to customers from the Territory who place orders over the Internet.

SECTION THREE—PURCHASE OF PRODUCTS

3.1 Purchase Orders. Purchase of ShieldZone Products under this Agreement shall be made by delivery to ShieldZone of Distributor’s written purchase orders specifying in reasonable detail the types and quantities of ShieldZone Products being ordered. No purchase order is binding upon ShieldZone until accepted in writing by ShieldZone. Nothing in this Agreement is intended to create any duty on the part of ShieldZone to accept any order, it being expressly understood that the acceptance or rejection of any order is at the sole discretion of ShieldZone.

3.2 Prices. Prices and minimum order quantities shall be provided by ShieldZone to Distributor upon receipt of each purchase order from Distributor and are subject to change at any time by ShieldZone until each order is finalized. Prices and minimum order quantities shall be determined separately for each purchase order.

SECTION FOUR—TERM AND CONDITIONS

4.1 Shipment. All shipments under this Agreement shall be made in ShieldZone’ standard shipping packages to Distributor’s address in Territory. Unless otherwise instructed in writing by Distributor, ShieldZone shall select the carrier.

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4.2 Acceptance. Distributor must inspect all ShieldZone Products promptly upon receipt at the shipping destination and may reject any goods that fail in a significant respect to meet ShieldZone’ acceptance specifications. ShieldZone Products not rejected by written notice to ShieldZone within 10 days of receipt shall be deemed to have been accepted. Rejected products shall be returned freight prepaid to ShieldZone within 10 days of the date ShieldZone authorizes return. As promptly as possible after receipt by ShieldZone of properly rejected goods, ShieldZone may, at its sole option, either repair or replace the properly rejected goods, or refund the purchase price to Distributor. ShieldZone shall prepay transportation costs back to Distributor and shall reimburse Distributor for any costs of transportation incurred by Distributor in connection with the return to ShieldZone of properly rejected goods; otherwise, Distributor must pay transportation costs in both directions.

4.3 Payment. Terms of payment shall be Net-30, except on the first order. First order Terms of Payment are as follows: ½ of payment (via wire transfer) must be received before shipement.

4.4 Taxes. Distributor shall bear all applicable federal, state, municipal and other government taxes (such as sales, use, value added, or any similar taxes); all customs duties, levies, imports, and similar charges; and all personal property taxes assessable on the ShieldZone Products after delivery to the carrier at ShieldZone’ distribution center.

4.5 Resale Prices. Distributor may set its own resale price for the ShieldZone Products, except that such prices must be mutually agreed to be reasonable after consultation with ShieldZone. Notwithstanding the foregoing, retailers in the Territory shall be required by Distributor to sell the ShieldZone Products within the range of ShieldZone’ suggested retail price (MSRP) and shall require that retailer not sell the ShieldZone Products below ShieldZone’ minimum retail price (MMRP). (See attached Exhibit A for pricing details).

4.6 Limitation of Liability and Indemnity Provisions. Notwithstanding any provision in this Agreement to the contrary, in no event is ShieldZone liable for indirect, incidental, or consequential damages and in no event may the liability of ShieldZone arising in connection with any of the ShieldZone Products sold hereunder (whether this liability arises from a claim based on contract, warranty, tort, or otherwise) exceed the actual amount paid by Distributor to ShieldZone for the Products. Distributor shall indemnify ShieldZone, its directors, officers, agents, employees, and affiliates for any actions, claims, liability, or losses resulting or arising from Distributor’s use, promotion, marketing, or sale of ShieldZone Products.

4.7 Use of Trademarks. Distributor is granted a limited right, during the term of this Agreement, to use the trademarks, service marks, corporate names, trade names, trade dress, and logos (collectively referred to herein as “Trademarks”) owned by ShieldZone in connection with the promotion and sale of ShieldZone Products. This limited right is expressly limited to uses approved by ShieldZone and necessary for sale of the ShieldZone Products and to the performance of Distributor’s obligations under this Agreement. Any use by Distributor of any Trademark used or otherwise owned anywhere in the world by ShieldZone (collectively referred to herein as the “ShieldZone Trademarks”) must first be approved in writing by ShieldZone. Distributor shall not: (i) use any ShieldZone Trademark as part of or in combination with any Trademark not owned by ShieldZone; (ii) use any ShieldZone Trademark on or in connection with products not purchased from ShieldZone; or (iii) take any action that could damage, injure,

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or disparage ShieldZone or the ShieldZone Trademarks. Distributor shall not use any Trademark other than the ShieldZone Trademarks on or in connection with the ShieldZone Products.

4.8 Ownership of Trademarks. Distributor acknowledges ShieldZone’ exclusive ownership of, and the renown of, the ShieldZone Trademarks throughout the world and specifically in the Territory. Distributor acknowledges (i) the value of the goodwill associated with the ShieldZone Trademarks; and (ii) that the ShieldZone Trademarks have acquired secondary meaning in the mind of the public. Distributor shall not take any action inconsistent with ShieldZone’ exclusive ownership of the ShieldZone Trademarks. Distributor has not acquired and shall not acquire, whether by operation of law, or otherwise, any right, title, or interest in or to any ShieldZone Trademarks. Any use by Distributor of the ShieldZone Trademarks and any goodwill or benefit arising therefrom shall inure to the sole and exclusive benefit of ShieldZone. Distributor shall have no right to assign or sublicense the use of any ShieldZone Trademark. In the event any ownership rights relating to any ShieldZone Trademark become vested in Distributor, Distributor hereby assigns and agrees to assign any such rights to ShieldZone and shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration. In the event that Distributor uses any Trademark other than a ShieldZone Trademark (“Other Trademarks”) in conjunction with a ShieldZone Trademark or on or in connection with a ShieldZone Product, without ShieldZone’ written consent, such Other Trademark shall be the sole and exclusive property of ShieldZone, unless Distributor ceases such unauthorized use within 10 days following written Notice from ShieldZone.

4.9 Ownership of Works. All works that are copyrighted, copyrightable or otherwise subject to intellectual property protection (“Works”), including, without limitation, translations, promotional, advertising, marketing, packaging and sales materials, used by Distributor on or in connection with the ShieldZone Products, shall be deemed a “work made for hire” and shall be owned exclusively by ShieldZone pursuant to this written instrument. To the extent that any such Works are not a “work made for hire” under applicable law, Distributor hereby assigns and agrees to assign to ShieldZone, all right, title, and interest in all intellectual property, such as copyright protection, relating to such Works. Distributor shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration.

4.10 Confidential Information. Distributor shall maintain the confidentiality of all information that is received from ShieldZone, including, without limitation, information relating to new products, trade secrets, business plans and relationships, strategic marketing plans, financial matters, manufacturing methods, sources of supply, customers, and other information that is proprietary to ShieldZone (collectively known as “Confidential Information”). Distributor shall not use Confidential Information in any way detrimental to ShieldZone and shall not directly or indirectly disclose Confidential Information outside of Distributor. Distributor hereby assigns to ShieldZone, all rights, title, and interest, in and to all work product conceived, produced, or otherwise generated by Distributor in connection with Distributor’s receipt of Confidential Information, including, but not limited to any ideas, inventions, copyrights, discoveries and/or improvements generated by Distributor. Distributor shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration. Distributor shall maintain as confidential: (i) this Agreement; and (ii) all information relating to the terms of this Agreement. Information received from ShieldZone shall cease to be Confidential Information when it is: (i) in the public

4

domain; or (ii) is received by Distributor from a source other than ShieldZone, as shown by Distributor’s records, that does not have a confidentiality agreement with ShieldZone.

4.11 Cooperation. Upon ShieldZone’ request, Distributor shall provide to ShieldZone such documents, specimens, packaging, labels, tags, or other materials required for the execution, filing, and prosecution of any applications or registrations relating to ShieldZone’ intellectual property and shall perform all other actions reasonably required for such applications or registrations or to effectuate and record any assignments required herein. Distributor shall also perform all actions reasonably required to confirm this Agreement or to record Distributor as a registered user in the Territory. All such confirmations or recordations may be cancelled solely by ShieldZone. Distributor hereby consents to such cancellation as requested by ShieldZone.

4.12 Infringement. Distributor shall immediately notify ShieldZone of any infringement of any intellectual property rights owned by ShieldZone, and shall cooperate with and assist ShieldZone, in connection with any action ShieldZone may elect to undertake relating thereto. ShieldZone shall have the sole right to engage in, prosecute, withdraw from, or receive monetary compensation in any action relating to any such infringement.

4.13 Export of Products. Any and all obligations of ShieldZone to provide products shall be subject in all respects to United States laws and regulations relating to the delivery of products abroad. Distributor shall be solely responsible for the payment or discharge of any fees or duties in connection with transporting ShieldZone Products to or selling or using ShieldZone Products in the Territory.

4.14 Approval Process. Prior to using any materials that incorporate a ShieldZone Trademark, such as packaging, promotional, marketing, or sales materials, Distributor shall submit such materials to ShieldZone for approval. In the event ShieldZone fails to give its written approval within 20 days from ShieldZone’ receipt of such materials, the materials shall be deemed not to have been approved.

SECTION FIVE—TERM AND TERMINATION

5.1 Term. Unless terminated earlier pursuant to this Section Five, this Agreement shall terminate on January 24^th, 2007.

5.2 Breach. Any material breach of this Agreement by either party constitutes a default if not cured within 20 days after written notice of the breach is given. Upon default by either party, the other party may terminate this Agreement immediately upon written notice.

5.3 Termination without Cause. Either party may unilaterally terminate this Agreement at any time without cause on 60 days’ written notice to the other party.

5.4 Termination for Insolvency. Subject to any applicable law to the contrary, this Agreement may be immediately terminated by either party in the event the non-terminating party files or becomes the subject of any action for bankruptcy, reorganization, receivership or similar relief under any laws intended for the benefit of creditors, shall have a receiver or manager appointed in respect to any part of the non-terminating party’s business, shall make an

5

assignment for the benefit of a creditor or shall become insolvent, or in the event that the non-terminating party shall voluntarily or involuntarily dissolve, liquidate, or terminate its existence.

5.5 Effect of Termination. Upon termination, Distributor shall cease being a ShieldZone distributor, and neither party shall have any further rights against the other except for money owed and other rights as by their nature must survive termination of this Agreement, including, but not limited to, the obligations contained in Sections 2.4, 2.5, and 4.8-4.11, which shall survive termination of this Agreement.

SECTION SIX—MISCELLANEOUS

6.1 Independent Contractor. Distributor is an independent contractor and not an agent or employee of ShieldZone, and will not hold itself out as, or give any person reason to believe that it is, an agent or employee of ShieldZone. Distributor shall not make any representations or warranties of any kind on behalf of ShieldZone. Distributor shall indemnify and hold ShieldZone harmless from and against any and all claims, liabilities, and damages arising out of breach of this provision by, or otherwise attributable to any act or omission of, Distributor, its agents or employees.

6.2 Assignment. Rights conferred on Distributor by this Agreement are personal and may not be transferred, sublicensed, or assigned without ShieldZone’ prior, express and written consent.

6.3 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, United States of America.

6.4 Equitable Relief. Each party further understands and agrees that (i) money damages would not be a sufficient remedy for any breach of this Agreement and (ii) the non-breaching party would be irreparably harmed if any of the provisions of this Agreement were not performed in accordance with their respective terms or were otherwise breached and, accordingly, that the non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Each party further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for the breach of this Agreement, but shall be in addition to all of the remedies at law or in equity to the non-breaching party.

6.5 Arbitration. Distributor agrees that any and all controversies, claims or disputes with ShieldZone arising out of this Agreement, including, without limitation, any breach of this Agreement, shall be subject to binding arbitration. DISTRIBUTOR AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT. Distributor agrees that any arbitration will be administered by the American Arbitration Association (“AAA”), consistent with its rules, and that such arbitration shall take place in Salt Lake City, Utah, United States of America.

6.6 Attorney Fees. In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that the unsuccessful party may be required to pay, a reasonable sum for the successful party’s attorney fees and costs.

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6.7 Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

6.8 Impracticability. This Agreement may be terminated at any time without liability of one party as against the other if the situation between nations renders the performance of this Agreement impracticable.

6.9 Entire Agreement. This Agreement supersedes and cancels all prior agreements, if any, between the parties, and may not be amended, altered, or changed except by a written agreement signed by both parties. This Agreement is in the English language only, which language in controlling in all respects.

6.10 Notices. Any Notice, approval, or other communication required or permitted herein shall be in writing and shall be considered to be given: (a) upon personal delivery or delivery by facsimile (with confirmation of receipt); or (b) two (2) days after being deposited with an international courier (e.g., United Parcel Service) via second-day guaranteed express air mail. All such communications shall be to the following:

To ShieldZone:

Phillip Chipping

ShieldZone, Inc.

3855 South 500 West Suite B

Salt Lake City, UT 84121

USA

Facsimile No. (801) 281-3458

with a courtesy copy to:

Carl T. Reed

Workman Nydegger

1000 Eagle Gate Tower

60 East South Temple

Salt Lake City, Utah 8411

Facsimile No. (801) 321-8826

To Distributor:

Name:___________________

_________________________

_________________________

_________________________

Facsimile No.

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6.11 Effect of Partial Invalidity. The invalidity of any part of this Agreement shall not be deemed to affect the validity of any other part. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect.

6.12 Waiver. Failure by either party at any time or from time to time to enforce any of the provisions of this Agreement is not construed to be a waiver of that provision or of the party’s right to subsequently enforce each and every provision of this Agreement.

6.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written above.

ShieldZone, Inc.:	Company:
By: _______________	By: _____________
Name: Robert G. Pedersen II	Name:___________
Its:President & CEO	Its: ____________

EX-10.8

SHIELDZONE

ShieldZone Agreement CareFit USA

ShieldZone Corporation agrees to the following partnership between ShieldZone and CareFit USA:

ShieldZone Corporation hereby grants the exclusive marketing, distribution and retail rights to market ShieldZone products, including the invisibleSHIELD, to CareFit USA for the country of Japan.

ShieldZone will maintain exclusive website rights for Japan, but will allow CareFit to have the exclusive marketing rights for that website, based on criteria and revenue share that is yet to be determined and outlined.

These rights shall commence Oct. 3, 2006 and will be reviewed every six months, based on reaching certain pre-determined milestones. The milestones for the first six months are as follows:

1. CareFit USA will have 1 retail location open in Tokyo Dec. 1, 2006 and by June of 2007 will have 20 retail locations within Japan.

2.CareFit USA will have 1 manufacturing relationship within Japan by February 2007.

3. Gross Revenue projections are $100,000 per month by Feb. 1, 2007 and are $500,000 per month by July 2007.

Revenue Share

CareFit USA will revenue share with ShieldZone a standard 35% on all gross revenues from the retailing and reselling of the ShieldZone products and services in Japan. This revenue share will be determined and paid monthly. Pricing and revenue share for a manufacturing partnership and web sales will be discussed between CareFit USA and Shield Zone Corporation.

These rights are not transferable, unless ShieldZone agrees in writing to transfer these rights.

/s/ Phillip J. Chipping

Phillip J. Chipping October 3, 2006

President & Founder ShieldZone

/s/ Robert G. Pedersen II

Robert G. Pedersen II October 3, 2006

Chairman & CEO ShieldZone

/s/ Greg Ellis

Greg Ellis October 3, 2006

Director CareFit USA

ShieldZone Corporation 3855 South 500 West, Suite B Salt Lake City, Utah 84115 office 801.263.0688 fax 801.281.3458

www.ShieldZone.com

EX-10.9

Distributorship Agreement

This Distributorship Agreement (the “Agreement”) is entered into as of January 24, 2006 (1-24-2006) by and between ShieldZone Corporation, a Utah corporation (“ShieldZone”) and ENVIOUS (“Distributor”).

RECITALS

WHEREAS, ShieldZone manufactures and sells invisibleSHIELD^TM branded protective films for protecting screens of electronic devices including, but not limited to, cellular telephones, portable music/video players and other portable electronic devices and/or for protecting casings or housings of said electronic devices in the United Staes of America; and

WHEREAS, Distributor is in the business of distributing such protective films; and

WHEREAS, the parties desire that Distributor shall have the right to sell invisibleSHIELD^TM branded protective films in the United Kingdom (“Territory”) (including Great Britain, Scotland, Ireland, Wales, Isle of Wight, Isle of Man and Jersey) (Any future addition of Territories must be agreed to in writing before Distributor engages in selling invisibleSHIELD^TM products in potential new territories.)

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

SECTION ONE—PROMOTION OF SALE

Distributor will use its best efforts, and make available the use of its sales force, for the purpose of promoting the sale of ShieldZone invisibleSHIELD^TM branded protective films within the Territory. Distributor may also promote the sale of ShieldZone accessories, as mutually agreed upon by the parties.

SECTION TWO—COVENANTS OF DISTRIBUTOR

Distributor shall perform, at Distributor’s expense, the following duties to ShieldZone’s satisfaction:

2.1 Promotions and Marketing. Distributor shall engage in sales promotion activities in the Territory, including, but not limited to, the distribution of marketing materials to current and potential customers. Distributor shall pay for printing of any marketing materials to be used in the Territory, and all such marketing materials are subject to approval by ShieldZone. ShieldZone shall provide samples to Distributor at no charge. ShieldZone invisibleSHIELD^TM branded films and accessories are collectively referred to as “ShieldZone Products”.

2.2 Sales Organization. Distributor will maintain a qualified sales organization which will call on customers and potential customers in the Territory as may be reasonably likely to purchase any of the ShieldZone products. Distributor shall adhere to ShieldZone sales and marketing programs as provided to Distributor by ShieldZone from time to time.

2.3 Places of Business; Inventory. Distributor shall establish, staff, and maintain a place or places of business in the Territory as may be necessary to provide good customer support and marketing coverage in the Territory. Distributor will purchase and maintain an inventory of ShieldZone Products as necessary to adequately service customer requirements in the Territory.

2.4 Coordination. Distributor shall coordinate its sales efforts with ShieldZone. In addition, Distributor shall establish and maintain records of its sales in sufficient detail to permit identification and destination of each of the ShieldZone Products sold by Distributor and Distributor shall make these records available for inspection and copying by ShieldZone. Distributor shall retain these records until ShieldZone either (a) accepts custody of the records, or (b) consents in writing to their destruction or other disposal.

2.5 General Conduct and Non-Competition. Distributor shall at all times conduct its business in a manner as will reflect favorably on ShieldZone and the ShieldZone Products and shall not engage in any deceptive, misleading, illegal, or unethical business practice. Distributor shall not design, manufacture, or market, nor will it act as a representative or distributor for, any products that compete with the ShieldZone Products during the term of this Agreement and for two (2) years following termination of this Agreement.

2.6 Sales Only in Territory. Distributor shall not offer or sell ShieldZone Products outside of the Territory and shall refer all inquiries regarding potential customers outside of the Territory to ShieldZone. In addition, Distributor shall not offer or sell ShieldZone Products to anyone who has the intent to offer or sell the ShieldZone Products outside of the Territory. Distributor shall not offer or sell ShieldZone Products on the Internet. ShieldZone may sell ShieldZone Products to customers from the Territory who place orders over the Internet.

SECTION THREE—PURCHASE OF PRODUCTS

 3.1 Purchase Orders. Purchase of ShieldZone Products under this Agreement shall be made by delivery to ShieldZone of Distributor’s written purchase orders specifying in reasonable detail the types and quantities of ShieldZone Products being ordered. No purchase order is binding upon ShieldZone until accepted in writing by ShieldZone. Nothing in this Agreement is intended to create any duty on the part of ShieldZone to accept any order, it being expressly understood that the acceptance or rejection of any order is at the sole discretion of ShieldZone.

 3.2 Prices. Prices and minimum order quantities shall be provided by ShieldZone to Distributor upon receipt of each purchase order from Distributor and are subject to change at any time by ShieldZone until each order is finalized. Prices and minimum order quantities shall be determined separately for each purchase order.

SECTION FOUR—TERM AND CONDITIONS

 4.1 Shipment. All shipments under this Agreement shall be made in ShieldZone’ standard shipping packages to Distributor’s address in Territory. Unless otherwise instructed in writing by Distributor, ShieldZone shall select the carrier.

2

 4.2 Acceptance. Distributor must inspect all ShieldZone Products promptly upon receipt at the shipping destination and may reject any goods that fail in a significant respect to meet ShieldZone’ acceptance specifications. ShieldZone Products not rejected by written notice to ShieldZone within 10 days of receipt shall be deemed to have been accepted. Rejected products shall be returned freight prepaid to ShieldZone within 10 days of the date ShieldZone authorizes return. As promptly as possible after receipt by ShieldZone of properly rejected goods, ShieldZone may, at its sole option, either repair or replace the properly rejected goods, or refund the purchase price to Distributor. ShieldZone shall prepay transportation costs back to Distributor and shall reimburse Distributor for any costs of transportation incurred by Distributor in connection with the return to ShieldZone of properly rejected goods; otherwise, Distributor must pay transportation costs in both directions.

 4.3 Payment. Terms of payment shall be Net-30, except on the first order. First order Terms of Payment are as follows: ½ of payment (via wire transfer) must be received before shipement.

 4.4 Taxes. Distributor shall bear all applicable federal, state, municipal and other government taxes (such as sales, use, value added, or any similar taxes); all customs duties, levies, imports, and similar charges; and all personal property taxes assessable on the ShieldZone Products after delivery to the carrier at ShieldZone’ distribution center.

 4.5 Resale Prices. Distributor may set its own resale price for the ShieldZone Products, except that such prices must be mutually agreed to be reasonable after consultation with ShieldZone. Notwithstanding the foregoing, retailers in the Territory shall be required by Distributor to sell the ShieldZone Products within the range of ShieldZone’ suggested retail price (MSRP) and shall require that retailer not sell the ShieldZone Products below ShieldZone’ minimum retail price (MMRP). (See attached Exhibit A for pricing details).

 4.6 Limitation of Liability and Indemnity Provisions. Notwithstanding any provision in this Agreement to the contrary, in no event is ShieldZone liable for indirect, incidental, or consequential damages and in no event may the liability of ShieldZone arising in connection with any of the ShieldZone Products sold hereunder (whether this liability arises from a claim based on contract, warranty, tort, or otherwise) exceed the actual amount paid by Distributor to ShieldZone for the Products. Distributor shall indemnify ShieldZone, its directors, officers, agents, employees, and affiliates for any actions, claims, liability, or losses resulting or arising from Distributor’s use, promotion, marketing, or sale of ShieldZone Products.

 4.7 Use of Trademarks. Distributor is granted a limited right, during the term of this Agreement, to use the trademarks, service marks, corporate names, trade names, trade dress, and logos (collectively referred to herein as “Trademarks”) owned by ShieldZone in connection with the promotion and sale of ShieldZone Products. This limited right is expressly limited to uses approved by ShieldZone and necessary for sale of the ShieldZone Products and to the performance of Distributor’s obligations under this Agreement. Any use by Distributor of any Trademark used or otherwise owned anywhere in the world by ShieldZone (collectively referred to herein as the “ShieldZone Trademarks”) must first be approved in writing by ShieldZone. Distributor shall not: (i) use any ShieldZone Trademark as part of or in combination with any Trademark not owned by ShieldZone; (ii) use any ShieldZone Trademark on or in connection with products not purchased from ShieldZone; or (iii) take any action that could damage, injure,

3

or disparage ShieldZone or the ShieldZone Trademarks. Distributor shall not use any Trademark other than the ShieldZone Trademarks on or in connection with the ShieldZone Products.

 4.8 Ownership of Trademarks. Distributor acknowledges ShieldZone’ exclusive ownership of, and the renown of, the ShieldZone Trademarks throughout the world and specifically in the Territory. Distributor acknowledges (i) the value of the goodwill associated with the ShieldZone Trademarks; and (ii) that the ShieldZone Trademarks have acquired secondary meaning in the mind of the public. Distributor shall not take any action inconsistent with ShieldZone’ exclusive ownership of the ShieldZone Trademarks. Distributor has not acquired and shall not acquire, whether by operation of law, or otherwise, any right, title, or interest in or to any ShieldZone Trademarks. Any use by Distributor of the ShieldZone Trademarks and any goodwill or benefit arising therefrom shall inure to the sole and exclusive benefit of ShieldZone. Distributor shall have no right to assign or sublicense the use of any ShieldZone Trademark. In the event any ownership rights relating to any ShieldZone Trademark become vested in Distributor, Distributor hereby assigns and agrees to assign any such rights to ShieldZone and shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration. In the event that Distributor uses any Trademark other than a ShieldZone Trademark (“Other Trademarks”) in conjunction with a ShieldZone Trademark or on or in connection with a ShieldZone Product, without ShieldZone’ written consent, such Other Trademark shall be the sole and exclusive property of ShieldZone, unless Distributor ceases such unauthorized use within 10 days following written Notice from ShieldZone.

 4.9 Ownership of Works. All works that are copyrighted, copyrightable or otherwise subject to intellectual property protection (“Works”), including, without limitation, translations, promotional, advertising, marketing, packaging and sales materials, used by Distributor on or in connection with the ShieldZone Products, shall be deemed a “work made for hire” and shall be owned exclusively by ShieldZone pursuant to this written instrument. To the extent that any such Works are not a “work made for hire” under applicable law, Distributor hereby assigns and agrees to assign to ShieldZone, all right, title, and interest in all intellectual property, such as copyright protection, relating to such Works. Distributor shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration.

 4.10 Confidential Information. Distributor shall maintain the confidentiality of all information that is received from ShieldZone, including, without limitation, information relating to new products, trade secrets, business plans and relationships, strategic marketing plans, financial matters, manufacturing methods, sources of supply, customers, and other information that is proprietary to ShieldZone (collectively known as “Confidential Information”). Distributor shall not use Confidential Information in any way detrimental to ShieldZone and shall not directly or indirectly disclose Confidential Information outside of Distributor. Distributor hereby assigns to ShieldZone, all rights, title, and interest, in and to all work product conceived, produced, or otherwise generated by Distributor in connection with Distributor’s receipt of Confidential Information, including, but not limited to any ideas, inventions, copyrights, discoveries and/or improvements generated by Distributor. Distributor shall execute all documents and perform all actions reasonably necessary to effectuate and record such ownership and assignment(s) free of additional consideration. Distributor shall maintain as confidential: (i) this Agreement; and (ii) all information relating to the terms of this Agreement. Information received from ShieldZone shall cease to be Confidential Information when it is: (i) in the public

4

domain; or (ii) is received by Distributor from a source other than ShieldZone, as shown by Distributor’s records, that does not have a confidentiality agreement with ShieldZone.

 4.11 Cooperation. Upon ShieldZone’ request, Distributor shall provide to ShieldZone such documents, specimens, packaging, labels, tags, or other materials required for the execution, filing, and prosecution of any applications or registrations relating to ShieldZone’ intellectual property and shall perform all other actions reasonably required for such applications or registrations or to effectuate and record any assignments required herein. Distributor shall also perform all actions reasonably required to confirm this Agreement or to record Distributor as a registered user in the Territory. All such confirmations or recordations may be cancelled solely by ShieldZone. Distributor hereby consents to such cancellation as requested by ShieldZone.

 4.12 Infringement. Distributor shall immediately notify ShieldZone of any infringement of any intellectual property rights owned by ShieldZone, and shall cooperate with and assist ShieldZone, in connection with any action ShieldZone may elect to undertake relating thereto. ShieldZone shall have the sole right to engage in, prosecute, withdraw from, or receive monetary compensation in any action relating to any such infringement.

 4.13 Export of Products. Any and all obligations of ShieldZone to provide products shall be subject in all respects to United States laws and regulations relating to the delivery of products abroad. Distributor shall be solely responsible for the payment or discharge of any fees or duties in connection with transporting ShieldZone Products to or selling or using ShieldZone Products in the Territory.

 4.14 Approval Process. Prior to using any materials that incorporate a ShieldZone Trademark, such as packaging, promotional, marketing, or sales materials, Distributor shall submit such materials to ShieldZone for approval. In the event ShieldZone fails to give its written approval within 20 days from ShieldZone’ receipt of such materials, the materials shall be deemed not to have been approved.

SECTION FIVE—TERM AND TERMINATION

 5.1 Term. Unless terminated earlier pursuant to this Section Five, this Agreement shall terminate on January 24^th, 2007.

 5.2 Breach. Any material breach of this Agreement by either party constitutes a default if not cured within 20 days after written notice of the breach is given. Upon default by either party, the other party may terminate this Agreement immediately upon written notice.

 5.3 Termination without Cause. Either party may unilaterally terminate this Agreement at any time without cause on 60 days’ written notice to the other party.

 5.4 Termination for Insolvency. Subject to any applicable law to the contrary, this Agreement may be immediately terminated by either party in the event the non-terminating party files or becomes the subject of any action for bankruptcy, reorganization, receivership or similar relief under any laws intended for the benefit of creditors, shall have a receiver or manager appointed in respect to any part of the non-terminating party’s business, shall make an

5

assignment for the benefit of a creditor or shall become insolvent, or in the event that the non-terminating party shall voluntarily or involuntarily dissolve, liquidate, or terminate its existence.

 5.5 Effect of Termination. Upon termination, Distributor shall cease being a ShieldZone distributor, and neither party shall have any further rights against the other except for money owed and other rights as by their nature must survive termination of this Agreement, including, but not limited to, the obligations contained in Sections 2.4, 2.5, and 4.8-4.11, which shall survive termination of this Agreement.

SECTION SIX—MISCELLANEOUS

 6.1 Independent Contractor. Distributor is an independent contractor and not an agent or employee of ShieldZone, and will not hold itself out as, or give any person reason to believe that it is, an agent or employee of ShieldZone. Distributor shall not make any representations or warranties of any kind on behalf of ShieldZone. Distributor shall indemnify and hold ShieldZone harmless from and against any and all claims, liabilities, and damages arising out of breach of this provision by, or otherwise attributable to any act or omission of, Distributor, its agents or employees.

 6.2 Assignment. Rights conferred on Distributor by this Agreement are personal and may not be transferred, sublicensed, or assigned without ShieldZone’ prior, express and written consent.

 6.3Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, United States of America.

 6.4 Equitable Relief. Each party further understands and agrees that (i) money damages would not be a sufficient remedy for any breach of this Agreement and (ii) the non-breaching party would be irreparably harmed if any of the provisions of this Agreement were not performed in accordance with their respective terms or were otherwise breached and, accordingly, that the non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Each party further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for the breach of this Agreement, but shall be in addition to all of the remedies at law or in equity to the non-breaching party.

 6.5 Arbitration. Distributor agrees that any and all controversies, claims or disputes with ShieldZone arising out of this Agreement, including, without limitation, any breach of this Agreement, shall be subject to binding arbitration. DISTRIBUTOR AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT. Distributor agrees that any arbitration will be administered by the American Arbitration Association (“AAA”), consistent with its rules, and that such arbitration shall take place in Salt Lake City, Utah, United States of America.

 6.6 Attorney Fees. In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that the unsuccessful party may be required to pay, a reasonable sum for the successful party’s attorney fees and costs.

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 6.7 Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

 6.8 Impracticability. This Agreement may be terminated at any time without liability of one party as against the other if the situation between nations renders the performance of this Agreement impracticable.

 6.9Entire Agreement. This Agreement supersedes and cancels all prior agreements, if any, between the parties, and may not be amended, altered, or changed except by a written agreement signed by both parties. This Agreement is in the English language only, which language in controlling in all respects.

 6.10Notices. Any Notice, approval, or other communication required or permitted herein shall be in writing and shall be considered to be given: (a) upon personal delivery or delivery by facsimile (with confirmation of receipt); or (b) two (2) days after being deposited with an international courier (e.g., United Parcel Service) via second-day guaranteed express air mail. All such communications shall be to the following:

To ShieldZone:

Phillip Chipping

ShieldZone, Inc.

3855 South 500 West Suite B

Salt Lake City, UT 84121

USA

Facsimile No. (801) 281-3458

with a courtesy copy to:

Carl T. Reed

Workman Nydegger

1000 Eagle Gate Tower

60 East South Temple

Salt Lake City, Utah 8411

Facsimile No. (801) 321-8826

To Distributor:

ENVIOUS

  Facsimile No.

 6.11Effect of Partial Invalidity. The invalidity of any part of this Agreement shall not be deemed to affect the validity of any other part. In the event that any provision of this

7

Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect.

 6.12Waiver. Failure by either party at any time or from time to time to enforce any of the provisions of this Agreement is not construed to be a waiver of that provision or of the party’s right to subsequently enforce each and every provision of this Agreement.

 6.13Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written above.

ShieldZone, Inc.:	ENVIOUS
By: __________________	By: ______________
Name: Robert G. Pedersen II	Name: Irfan Naseem__
Its: President & CEO______	Its: ______________

EX-99.1

RESIGNATION

I, Johnny Lee, hereby resign from all executive officer and director positions that I hold with Amerasia Khan Enterprises Ltd. and any of its direct or indirect subsidiaries effective on the date shown below.

    Dated: February 8, 2007 /s/ Johnny Lee Johnny Lee  

EX-99.2

EX-99.3

SHIELDZONE CORPORATION

INDEX TO UNAUDITED FINANCIAL STATEMENTS

CONTENTS

Financial Statements:
Balance Sheet - As of September 30, 2006 (Unaudited)	F-2
Statement of Operations - For the nine months ended September 30, 2006 and for the period from March 24, 2005 (inception) to September 30, 2005 (Unaudited)	F-3
Statement of Cash Flows - For the nine months ended September 30, 2006 and for the period from March 24, 2005 (inception) to September 30, 2005 (Unaudited)	F-4
Notes to Unaudited Financial Statements	F-5 to F-11

F-1

SHIELDZONE CORPORATION

BALANCE SHEET
September 30, 2006

(Unaudited)

ASSETS
CURRENT ASSETS:
Cash	$	161,414
Accounts receivable, net		88,218
Inventories		77,067
Prepaid expenses		19,307
Advances due from officer and employees		2,096
Total Current Assets		348,102
PROPERTY AND EQUIPMENT - Net		230,938
OTHER ASSETS:
Deposits		4,516
Intangible assets		2,340
Total Other Assets		6,856
Total Assets	$	585,896
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	116,097
Accrued expenses		78,412
Settlement fee payable		62,500
Income tax payable		1,604
Deferred income tax liability		25,190
Sales returns liability		26,000
Total Current Liabilities		309,803
SHAREHOLDERS' EQUITY:
Common stock ($0.001 Par Value; 50,000,000 Shares Authorized; 10,100,000 shares issued and outstanding)		10,100
Additional paid-in capital		90,900
Retained earnings		175,093
Total Shareholders' Equity		276,093
Total Liabilities and Shareholders' Equity	$	585,896

See notes to unaudited financial statements

F-2

SHIELDZONE CORPORATION

STATEMENTS OF OPERATIONS

		For the Nine Months Ended September 30,		For the Period from March 24, 2005 (Inception) to September 30,
		2006		2005
		(Unaudited)		(Unaudited)
NET SALES	$	1,978,533	$	118,364
COST OF SALES		537,375		17,859
GROSS PROFIT		1,441,158		100,505
OPERATING EXPENSES:
Salaries and related taxes		669,895		11,400
Consulting		73,750		-
Advertising and marketing		269,689		12,766
Settlement fees		62,500		-
Other selling, general and administrative		350,331		17,362
Total Operating Expenses		1,426,165		41,528
INCOME FROM OPERATIONS		14,993		58,977
OTHER INCOME (EXPENSE):
Other expenses		(18,559)		-
Gain on sale of fixed assets		1,000		-
Interest income		5,819		-
Total Other Income (expense)		(11,740)		-
INCOME BEFORE BENEFIT FROM INCOME TAXES		3,253		58,977
INCOME TAXES BENEFIT		13,464		-
NET INCOME	$	16,717	$	58,977
Net income per common share - basic and diluted	$	-	$	0.01
Weighted average number of shares outstanding - basic and diluted		10,033,333		10,000,000

See notes to unaudited financial statements

F-3

SHIELDZONE CORPORATION

STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,		For the Period from March 24, 2005(Inception) to September 30,
	2006		2005
	(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	16,717	$	58,977
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation		17,094		28
Deferred income tax benefit		(46,847)		-
Changes in assets and liabilities:
Accounts receivable		31,579		-
Inventories		(66,595)		(5,349)
Prepaid expenses		51,491		-
Due from related parties		4,268		-
Accounts payable and accrued expenses		148,689		3,300
Settlement fee payable		62,500		-
Income taxes payable		(1,864)		-
Accrued interest payable		-		17
NET CASH PROVIDED BY OPERATING ACTIVITIES		217,032		56,973
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable		-		(3,000)
Purchase of property and equipment		(171,263)		(2,582)
NET CASH USED IN INVESTING ACTIVITIES		(171,263)		(5,582)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions		25,000		-
Repayments on equipment financing payable		(10,016)		-
Proceeds from common stock		75,000		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		89,984		-
NET INCREASE IN CASH		135,753		51,391
CASH - beginning of period		25,661		-
CASH - end of period	$	161,414	$	51,391
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-	$	-
Income taxes	$	35,247	$	-
Non-cash investing and financing activities:
Property and equipment acquired for equipment financing payable	$	-	$	15,069

See notes to unaudited financial statements.

F-4

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

ShieldZone Corporation (the “Company”, “we”, “us”, or “our”) was incorporated in the State of Utah on March 24, 2005 as Protective Solutions, Inc. On January 30, 2006, the Company amended its articles of incorporation and changed its name to ShieldZone Corporation. The Company has developed and sells patent-pending protective shields under the name of the invisibleSHIELD™ for electronic devices.

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying financial statements for the interim periods are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2005 and notes thereto. The results of operations for the nine months ended September, 2006 are not necessarily indicative of the results for the full fiscal year ending December 31, 2006.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in 2006 include the allowance for doubtful accounts, inventory valuation allowances, sales returns and warranty liability, the useful life of property and equipment and the valuation allowance on deferred tax assets.

Net income per common share

Basic income per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2006, the Company did not have any dilutive securities.

F-5

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment (“SFAS No. 123R”). SFAS No. 123R establishes the financial accounting and reporting standards for stock-based compensation plans. As required by SFAS No. 123R, the Company recognized the cost resulting from all stock-based payment transactions including shares issued under its stock option plans in the financial statements.

Prior to January 1, 2006, the Company accounted for stock-based employee compensation plans (including shares issued under its stock option plans) in accordance with APB Opinion No. 25 and followed the pro forma net income, pro forma income per share, and stock-based compensation plan disclosure requirements set forth in the Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”).

Recent accounting pronouncements

In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid financial instruments," which are instruments that contain embedded derivatives. The new standard establishes a requirement to evaluate beneficial interests in securitized financial assets to determine if the interests represent freestanding derivatives or are hybrid financial instruments containing embedded derivatives requiring bifurcation. This new standard also permits an election for fair value remeasurement of any hybrid financial instrument containing an embedded derivative that otherwise would require bifurcation under SFAS 133. The fair value election can be applied on an instrument-by-instrument basis to existing instruments at the date of adoption and can be applied to new instruments on a prospective basis. The adoption of SFAS No.155 did not have a material impact on the Company's financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations.

F-6

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Recent accounting pronouncements (continued)

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109." This interpretation provides guidance for recognizing and measuring uncertain tax positions, as defined in SFAS No. 109, "Accounting for Income Taxes." FIN No. 48 prescribes a threshold condition that a tax position must meet for any of the benefit of an uncertain tax position to be recognized in the financial statements. Guidance is also provided regarding de-recognition, classification, and disclosure of uncertain tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect that this interpretation will have a material impact on its financial position, results of operations, or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements. The Statement is to be effective for the Company’s financial statements issued in 2008; however, earlier application is encouraged. The Company is currently evaluating the timing of adoption and the impact that adoption might have on its financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2 - INVENTORIES

At September 30, 2006, inventories consisted of the following:

Finished Goods	$	24,854
Raw Materials		52,213
Total	$	77,067

NOTE 3 - EQUIPMENT FINANCING PAYABLE

During September and October 2005, the Company entered in two equipment financing arrangements totaling $25,004 in connection with the acquisition of office equipment. Under the financing arrangements, the Company shall make five equal payments, without interest, of approximately $5,000 each through December 2006. At September 30, 2006, amounts due under equipment financing arrangements were paid in full.

F-7

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 4 - SHAREHOLDERS’ EQUITY

Change in Authorized Shares

On January 30, 2006, the Company amended its articles of incorporation and increased the numbers of authorized shares of the Company to 10,000,000, of which 4,000,000 shares, no par value shall be common stock and 6,000,000 shares of no par value shall be preferred stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. In November 2006, the Company amended its articles of incorporation to cancel the preferred shares previously authorized and increase the number of authorized common shares to 10,500,000. In February 2007, the Company recapitalized with a public shell and authorized shares became 50,000,000 at $0.001 par value (see Note 9).

Forward Stock Split

In January 2006, the Company authorized a 2 for 1 forward stock split and then a 1980.198 for 1 forward stock split on the outstanding common stock. Additionally, in November 2006, the Company authorized a 2.525 for 1 forward stock split on the common stock. All share and per share data in the accompanying financial statements has been retroactively adjusted to account for these forward stock splits.

Common Stock

On January 13, 2006, under an agreement between the then sole shareholder of the Company (the “Shareholder”) and a then third party, the shareholder sold 50% of his equity holdings consisting of common shares in the Company, to the current Chief Executive Officer who was not an officer or related party at the time of the sale (see Note 10). At the agreement date the third party was appointed as an officer and director. The sale price was $25,000 cash ($.005 per share). The selling shareholder simultaneously contributed the $25,000 consideration back to the Company which amount was recorded as $25,000 of contributed capital.

In July 2006, the Company sold 100,000 common shares for $75,000 or $.75 per share.

On September 22, 2006, as amended on December 15, 2006, the Company entered into a one-year investor relations agreement, whereby the consultants agreed to assist the Company in structuring a transaction in order to attract investment capital and prospective public merger candidates. As compensation to the consultants, the Company agreed to pay the consultants 15% of the Company’s common stock, on a fully-diluted basis, to be retained as of the date of closing of any transaction principally involving closing of a funding and reverse merger transaction following which the Company’s existing stockholders shall become stockholders of a public company.

F-8

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 4 - SHAREHOLDERS’ EQUITY (continued)

On September 12, 2006, the Company entered into an Exclusive Finder’s Agreement (the “Finders Agreement”) with a third party consultant, whereby the consultant will act as the Company’s exclusive finder with respect to sales by the Company in a private placement transaction of up to an aggregate $6,000,000 in equity, or equity-related debt or bridge note securities of the Company to investors during the term of the Finders Agreement. In consideration for the services rendered, the Company shall pay to the consultant cash compensation equal to 9% of the gross offering funds received in the offering. Additionally, the consultant shall receive 10% warrant compensation (for every $10 raised, the consultant shall received 1 warrant). The warrant strike price shall equal the strike, expiration and registration rights of any warrants sold under the offering.

NOTE 5 - RELATED PARTY TRANSACTIONS

At September 30, 2006, $1,100 of advances was due from an officer and is included in the accompanying balance sheet in advances due from officer and employees.

In October 2005 the Company executed a 9 month consulting agreement with a then third party entity where the third party will provide corporate management services. The compensation was $85,000 cash which was paid in December 2005. As of December 31, 2005, $63,750 of the $85,000 is reflected as a prepaid asset. In January 2006 the sole owner of the third party entity became a related party by purchasing a 50% interest in the equity of the Company and being appointed Chief Executive Officer and Director (see Note 4).

NOTE 6 - CONCENTRATIONS

Concentration of credit risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high credit quality financial institutions. The Company maintains its cash in bank deposit accounts, which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2006.

Concentration of supplier

The Company purchases its raw materials primarily from one source. Management is aware of similar raw materials that would be available from other sources if required, and has current plans to immediately engage such resources if necessary.

Concentration of accounts receivable

At September 30, 2006, approximately 32% of accounts receivable was due from merchant banks for credit card sales to customers.

F-9

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 7 - SEGMENTS

During 2006, the Company operated in one segment. The percentages of sales by geographic region in 2006 were approximately:

United States	85%
Europe	13%
Other	2%

NOTE 8 - SETTLEMENT

In March 2006 the Company entered into a one-year consulting agreement where the consultant was to assist the Company in becoming publicly traded and with capital formation. The Company paid $10,000 at inception of the contract. In September 2006 the Company early terminated the contract and under a settlement agreement agreed to pay an additional $62,500 in cash which was accrued as a settlement fee payable at September 30, 2006. The amount was paid in October 2006.

NOTE 9 - SUBSEQUENT EVENTS

In November 2006, the Company entered into a Convertible Note (the “Convertible Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the Note shall have piggy back registration rights.

The Company entered into a distribution agreement with a distributor (the “Distributor”) in March 2006. On December 12, 2006, under a settlement type purchase agreement the Company agreed to issue to the distributor 75,000 of its common shares, $13,000 cash, plus portion of payment due from a customer for which the distributor was the Company’s distributor in order to early cancel the distribution agreement. The 75,000 shares are valued at $.35 per share or $26,250 which was a contemporaneous sales price in a private transaction where an officer sold a portion of his shares.

On December 27, 2006, the Company entered into a Secured Convertible Note Purchase Agreement (the “Convertible Note Agreement”). Pursuant to the Convertible Note Agreement, the Company issued convertible note to the Investor in the original principal amount of $250,000. The note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The note is due on March 1, 2007, bears interest at 4% per year, and is secured by substantially all of the assets of the Company. Such interest is payable at maturity and shall be computed on the basis of a 360-day year. The note shall automatically convert at any time prior to maturity upon the sooner of (i) a merger of the Company with and into a publicly listed or traded entity, or (ii) the Company consummates the issuance and sale of an aggregate of $500,000 of common stock. The common shares underlying the Note shall have piggy back registration rights.

F-10

SHIELDZONE CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2006

NOTE 9 - SUBSEQUENT EVENTS (continued)

On February 8, 2007, we executed an Agreement and Plan of Merger (the “Merger Agreement”) by and between Amerasia Khan Ltd. (a public shell) and its wholly-owned subsidiary, SZC Acquisition Inc., a Nevada corporation (“Subsidiary”) on the one hand and Shieldzone Corporation (“Shieldzone”), a Utah corporation, on the other hand. Pursuant to the Merger Agreement, Subsidiary was merged into Shieldzone with Shieldzone surviving the merger. In consideration, the shareholders of Shieldzone received 10,175,000 shares of Amerasia Khan Ltd. common stock which is approximately 69% of the total common shares outstanding just subsequent to the merger but before the simultaneous sale of 714,285 common shares for $250,000 ($0.35 per share)  of which subscriptions for $225,000 have been received as of the date of this report, and conversion of a $250,000 convertible promissory note for 714,286 shares.

The acquisition of Shieldzone will be accounted for as a recapitalization of Shieldzone Corporation, a Utah corporation because on a post-merger basis, the former shareholders of Shieldzone held a majority of the outstanding common stock on a voting and fully-diluted basis and had Board and management control. As a result, Shieldzone is deemed to be the acquirer for accounting purposes.

Accordingly the balance sheets just subsequent to the merger consists of the balance sheets of both companies at historical cost and the statement of operations consists of the historical operations of Sheildzone and the operations of Amerasia Khan Ltd. from the merger date.

All share and per share data in the accompanying financial statements have been retroactively changed to reflect the effect of the merger.

F-11

EX-99.4

 SHIELDZONE CORPORATION

PRO FORMA COMBINED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(UNAUDITED)

SHIELDZONE CORPORATION

Index to Unaudited Pro Forma Combined Financial Statements

	Pages
Introduction to Unaudited Pro Forma Combined Financial Statements	1-2
Unaudited Pro Forma Combined Balance Sheet - September 30, 2006	3
Unaudited Pro Forma Combined Statement of Operations - For the Nine Months Ended September 30, 2006	4
Unaudited Pro Forma Combined Statement of Operations - For the Year Ended December 31, 2005	5
Notes to Unaudited Pro Forma Combined Financial Statements	6

2

SHIELDZONE CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

September 30, 2006

	Amerasia Khan Enterprises, Ltd.		Shieldzone Corporation
	September 30,		September 30,			Pro Forma Adjustments					Pro Forma
	2006		2006			Dr			Cr.		Balances
ASSETS	(Unaudited)		(Unaudited)
	(See note 1)
CURRENT ASSETS:
Cash	$	35,828	$	161,414	(4)	$	500,000	(5)	$	35,828		661,414
Accounts receivable, net		3,656		88,218			-	(5)		3,656		88,218
Inventories		-		77,067			-			-		77,067
Prepaid expenses		-		19,307			-			-		19,307
Advances due from officer and employees		2,771		2,096			-	(5)		2,771		2,096
Total Current Assets		42,255		348,102			500,000			42,255		848,102
PROPERTY AND EQUIPMENT, net		44,121		230,938			-	(5)		44,121		230,938
OTHER ASSETS:
Deposits		-		4,516			-			-		4,516
Intangible assets		-		2,340			-			-		2,340
Total Other Assets		-		6,856			-			-		6,856
Total Assets	$	86,376	$	585,896		$	500,000		$	86,376	$	1,085,896
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	6,773	$	116,097	(5)	$	6,773		$	-	$	116,097
Accrued expenses		-		78,412			-			-		78,412
Stockholder advances		117,400		-	(5)		117,400			-		-
Settlement fees payable		-		62,500			-			-		62,500
Income tax payable		-		1,604			-			-		1,604
Deferred income tax liability, net		-		25,190			-			-		25,190
Sales returns liability		-		26,000			-			-		26,000
Total Current Liabilities		124,173		309,803			124,173			-		309,803
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock ($.001 par value; 50,000,000 shares authorized;
9,000,000 shares issued and outstanding prior to merger;
16,203,572 shares shares issued and outstanding after merger)		9,000		76,000	(2)(3)		80,400	(1)(4)		11,604		16,204
Additional paid-in capital		169,753		25,000	(1)(3)		226,725	(2)(3)(4)(5)		616,768		584,796
Retained earnings (deficit)		(216,550)		175,093			-	(3)		216,550		175,093
Total Stockholders' Equity (Deficit)		(37,797)		276,093			307,125			844,922		776,093
Total Liabilities and Stockholders' Equity (Deficit)	$	86,376	$	585,896		$	431,298		$	844,922	$	1,085,896

See accompanying notes to unaudited pro forma consolidated financial statements.

3

SHIELDZONE CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2006

	Amerasia Khan Enterprises, Ltd.		Shieldzone Corporation
	For the Six Months Ended September 30, 2006		For the Nine Months Ended September 30, 2006		Pro Forma Balances
	(Unaudited)		(Unaudited)		(Unaudited)
Net sales	$	7,773	$	1,978,533	$	1,986,306
Cost of sales		14,412		537,375		551,787
Gross Profit		(6,639)		1,441,158		1,434,519
Operating Expenses:
Salaries and related taxes		-		669,895		669,895
Consulting fees		-		73,750		73,750
Advertising and marketing		-		269,689		269,689
Settlement expense		-		62,500		62,500
Other selling. general and administrative		29,653		350,331		379,984
Total Operating Expenses		29,653		1,426,165		1,455,818
Income (Loss) from Operations		(36,292)		14,993		(21,299)
Other income (expense):
Other expenses		-		(18,559)		(18,559)
Gain on sales of fixes assets		-		1,000		1,000
Interest income		-		5,819		5,819
Interest expense		(4,696)		-		(4,696)
Total Other Income (Expense)		(4,696)		(11,740)		(16,436)
Income (Loss) Before Income Taxes		(40,988)		3,253		(37,735)
Income tax benefit		-		13,464		13,464
Net Income (Loss)	$	(40,988)	$	16,717	$	(24,271)
Net income (loss) per common share:
Basic and Diluted	$	(0.00)	$	0.00	$	(0.00)
Weighted average shares outstanding:
Basic and Diluted		9,000,000		10,033,333		10,175,000

See accompanying notes to unaudited pro forma consolidated financial statements.

4

SHIELDZONE CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended March 31, 2006

	Amerasia Khan Enterprises, Ltd.		Shieldzone Corporation
	For the Year Ended March 31, 2006		For the Period from March 22, 2005 (Inception) to December 31, 2005		Pro Forma Balances
			(Unaudited)		(Unaudited)
Net sales	$	7,548	$	728,786	$	736,334
Cost of sales		15,767		119,410		135,177
Gross Profit		(8,219)		609,376		601,157
Operating Expenses:
Salaries and related taxes		67,600		164,038		231,638
Bad debt		-		22,500		22,500
Other selling. general and administrative		42,658		180,557		223,215
Total Operating Expenses		110,258		367,095		477,353
Income (Loss) from Operations		(118,477)		242,281		123,804
Other income (expense):
Interest expense		(9,392)		(900)		(10,292)
Total Other Income (Expense)		(9,392)		(900)		(10,292)
Income (Loss) Before Income Taxes		(127,869)		241,381		113,512
Provision for income taxes		-		83,005		83,005
Net Income (Loss)	$	(127,869)	$	158,376	$	30,507
Net income (loss) per common share:
Basic and Diluted	$	(0.02)	$	0.02	$	0.00
Weighted avergae shares outstanding:
Basic and Diluted		7,400,000		10,000,000		10,000,000

See accompanying notes to unaudited pro forma consolidated financial statements.

5

SHIELDZONE CORPORATION

Introduction to Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of our acquisition of Shieldzone Corporation (“Shieldzone”) (the “Share Exchange Transaction”), the cancellation of shares of our common stock held by certain shareholders, the distribution of certain assets and liabilities, and the receipt of net proceeds from the sale of common stock on our historical financial position and our results of operations. We have derived our historical financial data for the six months ended September 30, 2006 from our unaudited financial statements contained on Form 10-QSB as filed with the Securities and Exchange Commission and our historical financial data for the year ended March 31, 2006 from our audited financial statements contained on Form 10-KSB as filed with the Securities and Exchange Commission. We have derived Shieldzone’s historical financial statements as of September 30, 2006 and for the nine months ended September 30, 2006 from Shieldzone’s unaudited financial statements and Shieldzone’s historical financial statements for the year ended December 31, 2005 from Shieldzone’s audited financial statements contained elsewhere in this Form 8-K.

On February 8, 2007, we executed an Agreement and Plan of Merger (the “Merger Agreement”) by and between Amerasia Khan Ltd. and its wholly-owned subsidiary, SZC Acquisition Inc., a Nevada corporation (“Subsidiary”) on the one hand and ShieldZone on the other hand. Pursuant to the Merger Agreement, Subsidiary will be merged with and into ShieldZone, with Shieldzone surviving the merger. In consideration, the shareholders of ShieldZone received 10,175,000 shares of our common stock. We now carry on the operations of ShieldZone.

The acquisition of Shieldzone will be accounted for as a recapitalization of Shieldzone Corporation, a Utah corporation because on a post-merger basis, the former shareholders of Shieldzone held a majority of our outstanding common stock on a voting and fully-diluted basis. As a result, Shieldzone is deemed to be the acquirer for accounting purposes. Accordingly, the financial statement data presented are those of Shieldzone for all periods prior to the acquisition of Shieldzone on February 8, 2007, and the financial statements of the consolidated companies from the acquisition date forward.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2006 assume that the Exchange Transaction, cancellation of shares, distribution of certain assets and liabilities were consummated at the beginning of the period presented. The unaudited pro forma combined balance sheet as of September 30, 2006 assumes the Share Exchange Transaction, cancellation of shares, distribution of assets and liabilities were consummated on that date. The information presented in the unaudited pro forma combined financial statements does not purport to represent what our financial position or results of operations would have been had the Share Exchange Transaction, cancellation of shares, distribution of assets and liabilities occurred as of the dates indicated, nor is it indicative of our future financial position or results of operations for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the Share Exchange Transaction and cancellation of shares.

The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. These unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of us and Shieldzone.

6

SHIELDZONE CORPORATION

Introduction to Unaudited Pro Forma Combined Financial Statements (continued)

Prior to February 8, 2007, we were in the business of marketing and selling, or renting, academic regalia, such as caps, gowns and stoles for use in college and high school ceremonies.  On February xx, 2007, we merged with Shieldzone and Shieldzone’s shareholders own the majority of the Company’s voting stock. To accomplish the Share Exchange, we issued an aggregate of 10,175,000 shares of our common stock in exchange for all of the issued and outstanding capital stock of Shieldzone.  The shares were issued pursuant to a claim of exemption under Section 4(2) of the Securities Act of 1933, as amended, for issuances not involving a public offering.  

Pursuant to the terms of the Share Exchange Agreement, of the 9,000,000 common shares issued and outstanding prior to the merger, certain shareholders agreed to voluntarily cancel 4,400,000 of the common shares that they own.  Additionally, at closing, we sold 714,286 shares of common stock for proceeds of $250,000 and converted debt amounting to $250,000 for 714,285 shares of common stock.

After the Share Exchange, the Company will have 16,203,572 shares of common stock outstanding; Shieldzone shareholders will own 62.8% of our common stock (69% prior to a sale of 714,285 common shares simultaneous to the closing of the merger). Therefore, the closing of the Share Exchange will cause a change in control.

7

SHIELDZONE CORPORATION

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

September 30. 2006

[1] The Share Exchange Transaction is deemed to be a recapitalization. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the staff of the U.S. Securities and Exchange Commission, Amerasia Khan Ltd (the legal acquirer) is considered the accounting acquiree and Shieldzone (the legal acquiree) is considered the accounting acquirer. The combined financial statements of the combined entity will in substance be those of Shieldzone, with the assets and liabilities, and revenues and expenses, of Amerasia Khan Ltd. being included effective from the date of consummation of the Share Exchange Transaction.

[2] To reflect the cancellation of shares of common stock in connection with the Share Exchange Transaction.

[3] To recapitalize for the Share Exchange Transaction (or Recapitalization).

[4] To reflect the sales of 714,285 shares of common stock at $.35 per share and to reflect the borrowing of $250,000 under a convertible note and then the conversion of the note into 714,286 shares of common stock.]

[5] To reflect the distribution of certain assets and liabilities upon closing of the Share Exchange Transaction.

Unaudited pro forma adjustments reflect the following transaction:

1)
Additional paid in capital	10,175
Common stock, at par		10,175
To reflect the issuance of 10,175,000 shares of common stock in connection with the share exchange agreement.
2)
Common stock, at par	4,400
Additional Paid-in Capital		4,400
To reflect the cancellation of 4,400,000 shares of common stock in connection with the Share Exchange Transaction.
3)
Additional paid-in capital	216,550
Capital stock- Shieldzone	76,000
Retained earnings		216,550
Additional paid-in capital		76,000
To recapitalize for the Share Exchange Transaction (or recapitalization).
4)
Cash	500,000
Capital stock		1,429
Additional paid-in capital		498.571
To reflect the sales of 714,285 shares of common stock at $.35 per share and to reflect the borrowing of $250,000 under a convertible note and then the conversion of the note into 714,286 shares of common stock.
5)
Accounts payable and accrued expenses	6,773
Stockholder advances	117,400
Cash		35,828
Accounts receivable		3,656
Property and equipment		44,121
Advances due from officers		2,771
Additional paid-in capital		37,797
To reflect the distribution of certain assets and liabilities upon closing of the Share Exchange Transaction.