8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 19, 2014

OSLER INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada	000-53757	20-8195637
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

254 South Mulberry Street, Suite 113, Meza, AZ	85202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (480) 664-3650

900 SE Third Avenue, Suite 202, Fort Lauderdale, FL 33316

(Former name or former address, if changed since last report)

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 under the Exchange Act (17 CFR 240.14a-12)

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))

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Current Report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, risks associated with:

● our limited operating history,

● our ability to continue as a going concern,

● our history of losses and the expectation that our operating expenses will significantly increase,

● the ability to raise working capital,

● the limited public company experience of our management and directors,

● the dependence on our executive officers,

● our ability to develop and maintain effective internal controls,

● our lack of various corporate governance standards and no independent directors,

● the illiquid nature of our common stock,

● registration rights we have granted a principal stockholder,

● the ability of our board of directors to issue preferred stock without the approval of our stockholders,

● dilution to our stockholders upon the conversion of 3% convertible notes; and

● Federal regulations which may adversely impact the trading of our common stock.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this Current Report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, on February 25, 2014 Osler Incorporated entered into a Share Exchange Agreement with America Greener Technologies Corporation ®, an Arizona corporation (“AGT”) and the shareholders of AGT whereby we agreed to acquire all of the issued and outstanding capital stock of AGT in exchange for 15,000,000 shares of our common stock. On March 19, 2014 the transaction closed and AGT is now a wholly-owned subsidiary of our company. At closing, we issued 15,000,000 shares of our common stock to the former AGT shareholders. All of the AGT shareholders were either non-U.S. persons or accredited investors. These issuances were made in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(a)(2) of that act or Regulation S. The transaction was accounted for as a reverse acquisition and recapitalization of AGT whereby AGT is considered the acquirer for accounting purposes.

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Upon the closing of the transaction, our sole officer and director resigned and a new board of directors and new officers were appointed, which consist of Michael C. Boyko, Ricardo A. Barbosa and James Mack. Following the closing, Mr. Boyko was also appointed as our Chief Executive Officer and President and Mr. Barbosa was appointed our Chief Operating Officer and Secretary.

In a separate transaction, on March 21, 2014 we sold 1,500,000 shares of our common stock at a purchase price of $0.001 per share to two accredited investors in a private transaction exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act. This transaction was partial compensation for services to AGT pursuant to the term and conditions of a Consulting Agreement entered into with PAN Consultants Ltd. by AGT in December 2013.

As a result of the acquisition of AGT, we are no longer considered a “shell company” and our business and operations are now those of AGT. Following is the information that would be included in a Form 10 registration statement.

FORM 10 DISCLOSURE

BUSINESS

Overview

We focus on process improvement technologies for the power, petrochemical and heavy industrial market place. We sell a proprietary technology which we license from related parties that allows soft online cleaning of industrial boiler heat transfer surfaces. This online cleaning allows users to optimize their boiler system thereby reducing fuel consumption while also decreasing pollution and long-term degradation of their equipment. Our target market includes coal fired power plants, petroleum refineries, waste to energy facilities, biomass facilities, incinerators and other similar combustion operations.

Our company was formed in February 2012 originally as a subsidiary of America Greener Technologies Corporation, a British Columbia company which we refer to as AGT Canada. In November 2011 AGT Canada entered into an agreement with Polarchem Associated Limited, Polarchem International Limited and the stockholders of those companies, which we collectively refer to as Polarchem. Our company was formed in February 2012 to market and sell Polarchem’s proprietary technology solutions in North America under the terms of the November 2011 agreement. In February 2014 we entered into a 30 year agreement with Polarchem granting us exclusive rights to the proprietary technology in the United States, Canada and Mexico which superseded the November 2011 agreement with AGT Canada. In addition, in February 2014 AGT Canada distributed the shares of our company it owned to its stockholders and thereafter we were no longer a subsidiary of AGT Canada.

We did not report any revenues for either the year ended December 31, 2013 or 2012. Our principal executive offices are located at 254 South Mulberry Street, Suite 113, Meza, AZ and our telephone number at that address is (480) 664-3650. Our fiscal year end is June 30. Following the acquisition of AGT, it has adopted a June 30 year end. The information which appears on our website at www.americagreener.com is not part of this report.

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The Polarchem technology

Polarchem was originally started in 1967 and has sold its primary chemistry, L2K, for over 45 years in Europe, Turkey, India, Russia, and Thailand. Users of the Polarchem technology have experience measurable reductions in fuel consumption, reduced or eliminated SO3 (sulfur trioxide) and vanadium pentoxide, as well as reduced particulate emissions. Polarchem’s customers are able to reduce costly soot blowing thus reducing abrasive wear on heat transfer surfaces and directly reduce unplanned shutdowns. Polarchem’s technology is referenced and described in the Boiler Operation and Engineering textbook. 2001, P. Chattopadhyay Chapter 16.

Our target market

Our internal analysis is that a potential market exists for the Polarchem technology in North America. Our target markets are broken into several categories:

● Coal fired power plants - old technology plants, high sulfur coal and PRB (Powder River Basin) coal plants,

● New coal fired power plants, including sequestration and carbon capture process technology,

● Petroleum refineries,

● Waste to energy

● Biomass / incinerators,

● Waste recovery boilers / cement plants,

● Fuel oil boilers, and

● Marine vessels.

Our internal analysis demonstrated that we have well over 2,000 large scale potential customers in North America in these target industries and markets.

Our business

Our primary focus is to supply and install the Polarchem non-toxic, biodegradable system for online cleaning of boiler tube and heat transfer surfaces. Additionally we offer the Polarchem G3 chemical composition for use in natural gas boilers and low sulfur combustion applications that experience soot fouling.

It has been our experience that our target market in North America is generally unaware of the existence of the Polarchem technology. In an effort to introduce the benefits of the Polarchem technology to our target customers, in 2013 we began offering select potential customers with a no-obligation trial.

Sales and marketing

We are marketing the Polarchem technology directly to power utilities, refineries, engineering groups, boiler manufacturers and other related companies. We also utilize trade show participation, including COAL-GEN, Coal Prep, EUEC (Energy and Environmental Conference), and POWER-GEN, as well as industry summit attendance including conferences organized by the Marcus Evans Group, Petrochem and POWER-GEN and web based ads.

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Competition

We compete with a number of companies in our target market. Our internal research determined that these existing competitors utilize what we believe to be an antiquated technology primarily based upon hydroxide chemistries. We believe that these systems provide some measure of improvement over no treatment, but are significantly less effective that the Polarchem technology.

Our current competitive product groups include Fuel-Tech, EES Corporation, and GE. The basis of all of our known competitors technology revolves around magnesium hydroxide and other oxide based products. We believe we may be able to compete in our target markets because the Polarchem technology uses a very small amount of chemical to clean boiler surfaces which permits our potential customers to reduce the amount of coal required for the same amount of heat and related electrical production from steam.

There are no assurances, however, that we will ever effectively compete in our target market. Substantially all of our competitors have established brand recognition, operating histories and are better capitalized than our company.

The Polarchem Licensing Agreement

Under the terms of the Polarchem Licensing Agreement, which expires in February 2044, we were granted the exclusive rights in the United States, Canada and Mexico to:

● use the trademarks, service marks, copyrights, trade secrets and trade names including the name “Polarchem”™,

● manufacture the Polarchem L2K and G3 chemical cleaning compositions for combustion efficiency currently marketed under the Polarchem trademark, and

● supply certain services in the field of combustion efficiency.

Until such time as we establish facilities for the manufacture or mixing of the Polarchem chemical cleaning compositions, we currently purchase these products directly from Polarchem which is the sole source of the products. Under the terms of the Licensing Agreement, at such time, if ever, that we establish these operations, Polarchem agreed to provide cooperation and its expertise to ensure that we are successful in establishing these facilities. We have agreed with Polarchem to use our best efforts to improve the technology. Any improvements or other modifications to the Polarchem technology in our exclusive territory will be jointly owned by us and Polarchem. Polarchem will also provide training and technical expertise necessary to successfully manufacture the chemical cleaning compositions.

Polarchem granted us a right of first refusal to purchase its assets, as well as a right of first refusal as to any new products it desires to sell in United States, Canada or Mexico. The Polarchem stockholders also granted us a right of first refusal over their ownership interests in Polarchem. The agreement also contains customary confidentiality and indemnification provisions. Either party may terminate the Licensing Agreement upon a breach (after a 60 day cure period) by the other party, should the other party file for bankruptcy, begin liquidation proceedings or have a receiver appointed.

Intellectual Property

In November 2013 we were granted a Federal trademark of our name “America Greener Technologies” and our logo under serial number 85574883. We rely on a combination of trademark, copyright law, trade secret protection, confidentiality agreements, and other contractual arrangements with our employees, suppliers, and others. These steps may not be adequate to protect our proprietary information. However, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Failure to adequately protect our intellectual property could harm our brand and adversely affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources, which could adversely affect our business, results of operations, and financial condition in future periods.

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We have also obtained the right to the Internet address www.americagreener.com. As with phone numbers, we do not have and cannot acquire any property rights in an Internet address. We do not expect to lose the ability to use the Internet address; however, there can be no assurance in this regard and the loss of this address could adversely impact our ability to market our business.

Employees

At March 19, 2014, we had six full time employees, including our executive officers.

RISK FACTORS

Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this Current Report before you decide to purchase our securities. If any of the following risks and uncertainties develops into actual events, our business, financial condition or results of operations could be materially adversely affected and you could lose your entire investment in our company.

Risks Related to our Business

We have a limited operating history on which to evaluate our business or base an investment decision.

Following the acquisition of AGT, our business is now the business and operations of AGT. AGT was formed in February 2012 and did not report revenues for 2013 or 2012. It began reporting revenues during the first quarter of calendar 2014. Our business prospects are difficult to predict because of the early stage of operations, our unproven business strategy and risks associated with introducing a new product to the North American markets. We face numerous risks and uncertainties in implementing our business plan. In particular, we have not proven that we can:

● develop customers for the Polarchem technology at a level that enables us to pay our operating expenses and become profitable;

● develop and maintain relationships with key customers and strategic partners that will be necessary to optimize the market value of our products and services;

● raise sufficient capital in the public and/or private markets; or

● respond effectively to competitive pressures.

If we are unable to accomplish these goals, our business is unlikely to succeed and you should consider our prospects in light of these risks, challenges and uncertainties.

Our auditors have raised substantial doubts as to our ability to continue as a going concern.

Our financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused an accumulated deficit of approximately $1.0 million at December 31, 2013. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. We anticipate that we will continue to incur losses in future periods until we are successful in significantly increasing our revenues. There are no assurances that we will be able to raise our revenues to a level which supports profitable operations and provides sufficient funds to pay our obligations. If we are unable to meet those obligations, we could be forced to cease operations in which event investors would lose their entire investment in our company.

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We have incurred net losses since inception and we expect our operating expenses to increase significantly in the foreseeable future.

We incurred net losses of approximately $842,000 for the year ended December 31, 2013 and approximately $200,000 from inception (February 14, 2012) through December 31, 2012. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to expand our marketing channels and our operations, and incur additional expenses associated with our public company reporting obligations. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses. There are no assurances we will be able to generate revenues which are sufficient to fund our operating expenses. Even if we are able to generate any material amount of revenues in future periods, we cannot be certain that we will be able to ever report profitable operations. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, financial condition and results of operations may suffer.

We will need additional financing which we may not be able to obtain on acceptable terms. If we cannot raise additional capital as needed, our ability to grow our company could be in jeopardy.

Capital is needed for the effective expansion of our business. To date, our capital needs were funded by our former parent company. Our future capital requirements, however, depend on a number of factors, including our ability to internally grow our revenues, manage our business and control our expenses. In order to fully implement our growth strategy, we will need to initially raise approximately $1 million of additional capital to fund the further expansion of our company including funds for marketing, an expansion of our employee base and additional operating expenses associated with our public company reporting requirements. We do not have any firm commitments to provide any additional capital and we anticipate that we will have certain difficulties raising capital given the limited operating history of our company. Accordingly, we cannot assure you that additional working capital will be available to us upon terms acceptable to us. If we are subsequently unable to raise additional funds as needed, our ability to grow our company is in jeopardy.

Our management has limited experience in operating a public company.

Our executive officers and directors have limited or no experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage to us in that it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees, such as a chief financial officer experienced in public company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.

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We rely on our executive officers and directors, without whose services our business operations could cease. Our executive officers presently provide services under the terms of consulting agreements.

We are materially reliant on the services of our executive officers for the operation of our company. In addition, we are also materially reliant on services provided by our non-management director. These individuals are each parties to a consulting agreement which may be terminated by either party upon 30 days notice. As such, they are not parties to any long-term contractual obligation to remain employed by us, although they have no present intent to leave. If our management should choose to leave us for any reason before we have hired additional experienced personnel our operations may fail. Even if we are able to find additional personnel, it is uncertain whether we could find qualified management who could develop our business along the lines described herein or would be willing to work for compensation we could afford. Without such management, we could be forced to cease operations and investors in our common stock could lose their entire investment. We also compensate our executive officers as consultants which effectively reduces our overall compensation expense. If we were to enter into employment agreements with either or both of our executive officers, our operational expenses would further increase.

We are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Complying with Section 404 requires a rigorous compliance program as well as adequate time and resources. As a result of developing, improving and expanding our core information technology systems as well as implementing new systems to support our operations which requires significant management time and support, we may not be able to complete our internal control evaluation, testing and any required remediation in a timely fashion. Additionally, if we identify one or more material weaknesses in our internal control over financial reporting, we may be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our common stock.

Risk Related to Our Common Stock

Until March 19, 2014 we were considered a “shell company” and there is no active market for our common stock. Even if a market develops, the ability of our stockholders to resell their shares is limited by Federal securities laws.

Prior to our acquisition of AGT in March 2014, we were a “shell company” as that term is defined under Federal securities laws. While our common stock is quoted on the OTC Markets, there is no active market and we do not know if a market will ever be established. As a result, an investment in our common stock should be considered an illiquid investment.

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In addition, at March 21, 2014 we had 19,005,014 outstanding shares of common stock, of which 18,347,601 are “restricted securities” under Rule 144 of the Securities Act. In general, under Rule 144 of the Securities Act, as currently in effect, a person, or person whose shares are aggregated, who is not our affiliate or has not been an affiliate during the prior three months and owns shares that were purchased from us, or any affiliate, at least six months previously, is entitled to make unlimited public resales of such shares provided there is current public information available at the time of the resales. A person, or persons whose shares are aggregated, who are affiliates of the issuer and own shares that were purchased from us, or any affiliate, at least six months previously is generally entitled to sell within any three month period, a number of shares of common stock that does not exceed 1% of the then outstanding shares of common stock, subject to manner of sale provisions, notice requirements and the availability of current public information about the issuer. The ability, however, of our stockholders to rely upon Rule 144 is limited by our former status as a shell company. As such, our stockholders are not able to rely on Rule 144 for the sale of shares of our common stock until a period of 12 months has lapsed from the filing date of this Current Report. If less than 12 months has elapsed since we ceased being a “shell company”, then only registered shares can be sold pursuant to Rule 144. Except as set forth elsewhere herein, we have no obligation to register the resale any of outstanding shares of our common stock. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i). Future sales of restricted common stock under Rule 144 or otherwise could negatively impact the market price of our common stock, should a market develop of which there are no assurances.

We have granted our former principal stockholder registration rights for approximately 9.6% of our currently outstanding common stock.

Under the terms of the Share Exchange Agreement for our acquisition of AGT, we granted Insurance Marketing Solutions, LLC a company controlled by our former sole officer and director (“IMS”) demand registration rights for 1,822,601 shares of our outstanding common stock. We are obligated to pay substantially all of the costs associated with the filing of this resale registration statement. Should IMS elect to exercise these demand rights, upon the effectiveness of the registration statement it would be entitled to resell these shares in the market without complying with the resale limitations of Rule 144. Assuming a market for our common stock should develop, of which there is no assurance, sales of these shares by IMS could adversely impact the market price of our common stock in future periods.

We have not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interests and similar matters.

We have not yet adopted any corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. In the future, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

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Provisions of our articles of incorporation and bylaws may delay or prevent a take-over which may not be in the best interests of our stockholders.

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Nevada Revised Statutes also may be deemed to have anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested stockholders. Further, our articles of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.

The conversion of the outstanding AGT convertible notes will be dilutive to our stockholders.

In March 2014 prior to the closing of the acquisition of AGT by our company, AGT issued 3% convertible promissory notes in the aggregate principal amount of $100,000 to two affiliates in payment of advances made to AGT in January 2014 and February 2014 by these affiliates. These notes mature on June 30, 2014, but are convertible at any time at either the option of the holder or AGT into shares of AGT’s common stock at a conversion price of $0.40 per share. Following the closing of the acquisition of AGT on March 19, 2014, by the terms of the notes they are now convertible into shares of our common stock at $0.40 per share. The issuance of these additional shares of our common stock will be dilutive to our stockholders.

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.

Because the quoted price of our common stock is less than $5.00 per share and we do not meet certain other rule exclusions, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations for the year ended December 31, 2013 and the period from inception (February 14, 2012) through December 31, 2012 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Current Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors appearing earlier in this Current Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

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Overview

Prior to the acquisition of AGT, we were a “shell company” as that term is defined in Federal securities laws. The acquisition was accounted for as a recapitalization of AGT whereby AGT is considered the acquirer for accounting purposes. As such, our business and operations are now those of AGT.

We focus on process improvement technologies for the power, petrochemical and heavy industrial market place. We sell a proprietary technology which we license from related parties that allows soft online cleaning of industrial boiler heat transfer surfaces. This online cleaning allows users to optimize their boiler system thereby reducing fuel consumption while also decreasing pollution and long-term degradation of their equipment. Our target market includes coal fired power plants, petroleum refineries, waste to energy facilities, biomass facilities, incinerators and other similar combustion operations.

Our company was formed in February 2012 originally as a subsidiary of AGT Canada. In November 2011 AGT Canada entered into an agreement with Polarchem Associated Limited, Polarchem International Limited and the stockholders of those companies, which we collectively refer to as Polarchem. Our company was formed to market and sell Polarchem’s proprietary technology solutions in North America under the terms of the November 2011 agreement. In February 2014 we entered into a 30 year agreement with Polarchem granting us exclusive rights to the proprietary technology in the United States, Canada and Mexico which superseded the November 2011 agreement with AGT Canada. In addition, in February 2014 AGT Canada distributed the shares of our company it owned to its stockholders and thereafter we were no longer a subsidiary of AGT Canada.

We began reporting revenues in the first quarter of calendar 2014. Our operations to date were funded substantially by advances from AGT Canada. AGT Canada has forgiven approximately $1.2 million it had advanced to us prior to December 31, 2013, as well as all subsequent advances through March 19, 2014. Although we do not have any commitments for capital expenditures, we will need to initially raise approximately $1 million of additional capital to provide funding for marketing and our operating infrastructure, and to fund the additional costs of our public company reporting obligations. Given the small size of our company, the early stage of our operations, we may find it difficult to raise sufficient capital to meet our needs. If we are unable to access capital as needed, our ability to grow our company is in jeopardy and absent a significant increase in our revenues we may be unable to continue as a going concern.

Going Concern

We have incurred net losses of $1,043,530 since inception through December 31, 2013. The report of our independent registered public accounting firm on our financial statements for the 2013 and the period of inception (February 14, 2012) through December 31, 2012 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses and cash used in operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

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Results of Operations

We did not report any revenues for 2013 or 2012. Our total operating expenses for these periods consist primarily of marketing, selling and administrative expenses, compensation professional fees, consulting fees and general and administrative expenses. Our total operating expenses increased approximately 319% in 2013 from 2012, which are primarily attributable to increases in:

● marketing, selling and advertising expenses as well as general and administrative expenses, both of which reflect the continued development of our operations in 2013, and

● consulting fees which includes both compensation paid to our executive officers and our non-management director under the terms of consulting agreements, as well as compensation paid to a former officer and director. These increased expenses are also the result of the continued development of our operations in 2013.

We expect our expenses in each of these areas to continue to increase during the 2014 and beyond as we expand our operations and begin generating revenues. However, we are unable at this time to estimate the amount of the expected increases.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. At December 31, 2013 we had working capital of $124,621. Our current assets at December 31, 2013, included cash, inventory and prepaid and other current assets. Prepaid and other current assets primarily represents prepayments for rent and insurance which are being amortized over the terms of the agreements. Our current liabilities at December 31, 2013 includes accounts payable and accrued liabilities in the ordinary course of our business.

Net cash used for operating activities was approximately $850,000 for 2013 as compared to net cash used for operating activities of approximately $294,000 for 2012.

In 2013 cash was used as follows:

● net loss was approximately $842,000, and

● an increase in our inventory of approximately $45,500 and cash operating expenses of approximately $30,000, partially offset by a

● non-cash operating expenses of approximately $8,000.

In 2012 cash was used as follows:

● net loss was approximately $201,000, partially offset by

● an increase in our inventory of approximately $87,000 and cash operating expenses of approximately $6,600, partially offset by a

● non-cash operating expenses of approximately $1,300.

Net cash used in investing activities was approximately $23,600 in 2013 as compared to approximately $18,900 for 2012 reflects our purchase of additional equipment in both periods.

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Net cash provided by financing activities in 2013 was approximately $872,000 as compared to approximately $329,000 in 2012. In both periods, these funds were advanced to us by our then parent company, and have subsequently been forgiven.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (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.

Off Balance Sheet Arrangements

As of the date of this Current Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

PROPERTIES

Our principal executive offices are currently located in approximately 5,000 square feet of leased space in Mesa, AZ. Under the terms of the three year lease entered into in February 2012, we pay an escalating amount of rent, currently $3,300 per month through the end of the term, in addition to common area maintenance charges. During 2013 our total rent expense was approximately $40,300.

PRINCIPAL STOCKHOLDERS

At March 21, 2014, we had 19,005,014 shares of our common stock issued and outstanding. The following table sets forth information on the beneficial ownership of our common stock at March 21, 2014 by:

● each person known by us to be the beneficial owner of more than 5% of our common stock;

● each of our directors;

● each of our named executive officers; and

● our named executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is 254 South Mulberry Street, Suite 113, Mesa, AZ 85202. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

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Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		% of Class
Michael C. Boyko		2,724,921		14.3	%
Ricardo A. Barbosa		358,543		≤1	%
James Mack (1)		143,417		≤1	%
All officers and directors as a group (three persons)(1)		3,226,881		17.0	%
Insurance Marketing Solutions, LLC (2)		1,822,601		9.6	%
Pacific Venture Marketing Corporation (3)		3,668,096		19.2	%
James Corrigan (4)		1,312,335		6.8	%
Russell Corrigan (5)		1,147,335		6.0	%
Admiral House Limited (6)		1,003,918		5.3	%

⁽¹⁾           The number of shares beneficially owned by Mr. Mack are held of record by Mack Family Revocable Trust. Mr. Mack holds voting and dispositive control over these shares.

⁽²⁾           Mr. C. Leo Smith, formerly our sole officer and director, holds voting and dispositive control over these shares. Insurance Marketing Solutions, LLC’s address is 900 SE Third Avenue, Suite 202, Fort Lauderdale, FL 33316.

⁽³⁾           The number of shares owned by Pacific Venture Marketing Corporation includes 85,000 shares issuable upon the conversion of a 3% convertible promissory note in the principal amount of $36,000 which matures in June 2014. Mr. John P. Mooney holds voting and dispositive control over shares owned by Pacific Venture Marketing Corporation. Mr. Mooney served as an executive officer and member of the board of directors of AGT, and is an executive officer and member of the board of directors of AGT Canada. Mr. Mooney resigned his positions with AGT on March 17, 2014. Pacific Venture Marketing Corporation’s address is 36-5531 Cornwall Drive, Richmond, BC, Canada V7C 5N7.

⁽⁴⁾           The number of shares owned by Mr. Corrigan includes 165,000 shares issuable upon the conversion of a 3% convertible promissory note in the principal amount of $64,000 which matures in June 2014. Mr. Corrigan’s address is 15572 Columbia Avenue, White Rock, BC Canada V4B 1K6.

⁽⁵⁾           Mr. Corrigan’s address is 15168 – 36 Avenue, Unit 32, Surrey, BC Canada V3S 0Z6.

⁽⁶⁾           Admiral House Limited’s address is Loyalist Plaza, Don Markey Boulevard, Marsh Harbour, Abaco, Bahamas.

Securities Authorized for Issuance under Equity Compensation Plans

At June 30, 2013, the end of our most recent fiscal year, we did not have any equity compensation plans approved by our stockholders nor any equity compensation plans not approved by our stockholders. As described in Item 8.01 - Other Events of this Current Report, on March 19, 2014 our board of directors adopted our 2014 Equity Compensation Plan. Please see Item 8.01 of this Current Report.

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DIRECTORS AND EXECUTIVE OFFICERS

At the closing of the acquisition of AGT, our then sole officer and director, resigned his positions with our company and Messrs. Michael C. Boyko, Ricardo A. Barbosa and James Mack were appointed to our board of directors to serve until our next annual meeting of stockholders or until their earlier resignation, removal or death. In addition, Messrs. Boyko and Barbosa were appointed our executive officers, each to serve at the pleasure of the board of directors. The following table provides information on our current executive officers and directors.

Name	Age	Positions
Michael C. Boyko	42	Director, President, Chief Executive Officer, principal financial and accounting officer
Ricardo A. Barbosa	43	Director, Chief Operating Officer and Secretary
James Mack	80	Director

Michael C. Boyko. Mr. Boyko has been an executive officer and member of our board of directors since March 19, 2014. In addition, he has served as a member of the board of directors, President and Chief Executive Officer of AGT since February 2012. He has been a director since April 2009 for Royal Mines and Minerals Corporation (OTCBB: RYMM) and served as its Director of Operations from April 2009 until May 2012. He is President and Chief Executive Officer of Matmown Inc. (OTCQB Pink: MTMW), a small mining company, having served in the position originally from April 2012 until February 2013, and then most recently since June 2013. He is also currently President of Advanced Integrated Resources, LLC (AIR LLC), a privately-held company he founded in 2003. In October 2004, he created Advanced Industrial Conveyors under AIR LLC to design, manufacture, market and sell process equipment to the mining and power industry. From 2001 to 2003, Mr. Boyko was employed at T.A. Caid Industries, a privately held company where he developed a new business segment focused on equipment representation and sales to mines and power plants. From 1998 to 2001, Mr. Boyko was a managing partner and vice president of business development of BME Engineering, a privately held company that focused on air pollution control technologies and industrial process equipment for mines and power plants, where he managed sales, marketing and manufacturing. Mr. Boyko is a member of the Society for Mining, Metallurgy and Exploration as well as being Mine Safety and Health Administration (MSHA) certified. Mr. Boyko obtained his Bachelor of Science in Finance from Arizona State University and is a member of the AMIGOS – Arizona Mining Association.

Ricardo A. Barbosa. Mr. Barbosa has been an executive officer and member of our board of directors since March 19, 2014. He has served as Chief Operating Officer of AGT since December 2013. He joined AGT in January 2013, and has previously served as its Marketing and Fabrication Manager and the General Manager North America before being promoted to Chief Operating Officer. In March 2008, he founded Energistics, LLC, an industrial manufacturing consulting firm. Mr. Barbosa is a bi-lingual business professional with over 25 years of experience in the electrical, mechanical and computer driven technology and engineering fields. He is an accredited Microsoft Certified Systems Engineer (M.C.S.E.), and Cisco Certified Network Associate (C.C.N.A.).

James Mack. Mr. Mack has been a member of the board of directors since March 19, 2014. Until his retirement from public office in 1982, Mr. Mack served six terms in the Arizona State Senate where his leadership roles included President Pro Tem, Whip, President of the Western Legislative Conference and founding board member and officer of the American Legislative Exchange Council. Mr. Mack was the first recipient of the Thomas Jefferson Award, the most prestigious award given for patriotism and delivery of the ideals of the organization’s mission. During his terms, he served as Chairman of the Arizona Solar Energy Commission, the Arizona Solid Waste Study Committee, the Arizona Environmental Quality Study Committee, the Natural Resources Development Committee, and the Natural Resources Sanding Committee, among other positions. Mr. Mack is involved in multiple natural resource development groups and is a key lobbyist for uranium and coal development. Since December 2012, he has provided business development, community, government and corporate consulting services to a variety of clients, including as a lobbyist for American Clean Energy Resource Trust, at Knab, Utah (February 2009 until May 2013), a representative of Manex Resource Group, Vancouver, B.C. (October 2006 until April 2012) and a lobbyist for Quaterra Alaska Inc. (April 2008 until February 2009). Mr. Mack is a graduate of Arizona State University.

There are no family relationships between any of the executive officers and directors.

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Compensation of Directors

We have not established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our Board is determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. During the fiscal year ended June 30, 2013 our sole director did not receive any compensation.

Director Qualifications, Board Leadership Structure and Risk Management

Prior to the closing of the acquisition of AGT we were a “shell company” as that term is defined in the Securities Act. Following that transaction, our business and operations are now those of AGT. Messrs. Boyko, Barbosa and Mack, the members of our board of directors, were appointed to our Board in March 2014 following the acquisition of AGT. AGT is a small, early stage company that until March 2014 was a privately held company. Mr. Boyko was one of the founders of AGT and Mr. Barbosa has been employed by AGT since January 2013, serving in a number of positions before being named Chief Operating Officer in December 2013. Both Mr. Boyko and Mr. Barbosa have significant professional experience in fields related to or synergistic with AGT’s business. Mr. Mack’s focus while in the Arizona State Senate and his subsequent consulting and lobbying efforts have been directly related to industries which we view as potential customers. Mr. Boyko’s role in co-founding AGT and their respective professional experience led our Board to conclude each of them should be serving as a director of our company.

Mr. Boyko serves as both our Chief Executive Officer and as one of the three members of our board of directors. We do not have any independent directors. The business and operations of our company are managed by our Board as a whole, including oversight of various risks, such as operational and liquidity risks that our company faces. As our company grows, we expect to expand our board of directors to include independent directors.

Committees of the Board of Directors

We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any other committee performing a similar function. The functions of those committees are being undertaken by board of directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees at this time would be more form over substance.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors. Given our status as an early stage company, we do not anticipate that any of our stockholders will make such a recommendation until at such time as we have significantly expanded our revenues and operations. Even then, we do not know if any of our stockholders will make a recommendation for any candidate to serve on our Board given the relatively small size of our company. As set forth above, in the future we expect to expand our Board to include independent directors. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

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None of our directors is an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or board of directors who:

● understands generally accepted accounting principles and financial statements,

● is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

● has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of our financial statements,

● understands internal controls over financial reporting, and

● understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

Code of Business Conduct and Ethics

In March 2014 our board of directors adopted a Code of Business Conduct and Ethics which applies to our board of directors, our executive officers and our employees, outlines the broad principles of ethical business conduct we adopted, covering subject areas such as:

● compliance with applicable laws and regulations,

● handling of books and records,

● public disclosure reporting,

● insider trading,

● discrimination and harassment,

● health and safety,

● conflicts of interest,

● competition and fair dealing, and

● protection of company assets.

Our board of directors believed it was necessary to adopt the expanded code to more appropriately address the needs of an operating company. The Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this Current Report. A copy of our Code of Business Conduct and Ethics is available without charge, to any person desiring a copy of the Code of Business Conduct and Ethics, by written request to us at our principal offices at 254 South Mulberry Street, Suite 113, Meza, AZ 85202.

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EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in the fiscal year ended June 30, 2013 for our principal executive officer, each other executive officer serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at June 30, 2013.

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
C. Leo Smith, President (1)		2013		0		0		0		0		0		0		0		0
		2012		0		0		0		0		0		0		0		0

⁽¹⁾           Mr. Smith served as President from July 2009 until March 2014. We were not a party to an employment agreement with Mr. Smith.

How AGT’s officers are compensated

AGT is a party to an Independent Contractors Agreement dated January 1, 2013 with Mr. Boyko. As compensation, AGT pays Mr. Boyko a fee of $10,000 per month and reimbursement for out of pocket travel expenses. AGT is also a party to an Independent Contractors Agreement with Energistics Consulting LLC, a company owned by Mr. Barbosa, which is also dated January 1, 2013. As compensation, AGT pays Mr. Barbosa’s company a fee of $8,000 per month and reimbursement for out of pocket travel expenses. These agreements, which are substantially similar other than the amount of compensation, contain customary confidentiality provisions and may be terminated by either party upon 30 days notice.

These agreements, which are filed as Exhibits 10.2 and 10.3 to this Current Report, remain in effect. We expect to enter into employment agreements with each of Mr. Boyko and Mr. Barbosa during 2014; however, the terms and conditions of these agreements, including the compensation payable to them, have not been negotiated as of the date of this Current Report.

CERTAIN RELATIONSHIPS AND RELATED PARTY

TRANSACTIONS, DIRECTOR INDEPENDENCE

From time to time AGT Canada, then AGT’s parent company, advanced AGT funds for working capital. These advances, which totaled $1,201,261 for 2013 and $328,785 for 2012, were due on demand. AGT Canada has forgiven these advances, as well as all amounts advanced to AGT subsequent to December 31, 2013 up to the closing of our acquisition of AGT on March 19, 2014.

During 2013 AGT paid Mr. John P. Mooney consulting fees of $125,000 for services to us. Mr. Mooney, who was an officer and director of AGT until just prior to our acquisition of that company in March 2014, is a principal stockholder of our company, holding his interests through Pacific Venture Marketing Corp.

AGT is a party to an Independent Contractors Agreement dated January 1, 2013 with Mr. Mack. In addition to his role as a member of our board of directors, Mr. Mack is AGT’s environmental and governmental liaison. As compensation, AGT pays Mr. Mack a fee of $4,000 per month and reimbursement for out of pocket travel expenses. During 2013 AGT paid Mr. Mack total consulting fees of $48,000. This agreement contains customary confidentiality provisions and may be terminated by either party upon 30 days notice.

In January 2014 and February 2014 Mr. James Corrigan and Pacific Venture Marketing Corporation lent AGT an aggregate of $100,000. AGT used these funds for working capital. Both lenders are principal shareholders of our company. In March 2014 AGT issued 3% convertible promissory notes to each of Mr. Corrigan and Pacific Venture Marketing Corporation evidencing these advances. The notes are unsecured and the principal and accrued interest is due on June 30, 2014. At the option of either the holder or AGT, the principal and accrued interest is convertible in whole into shares of our common stock at a conversion price of $0.40 per share.

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Director Independence

None of our directors are considered “independent” within the meaning of meaning of Rule 5605 of the NASDAQ Marketplace Rules.

LEGAL PROCEEDINGS

We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted in the OTCQB Tier of the OTC Markets under the symbol OSLE. Our common stock has been quoted on the OTC Bulletin Board and/or in the OTC Markets since December 2007. There is currently no active trading in our common stock and there has been no active trading since the quotation of our common stock commenced. Our common stock should be considered an illiquid investment.

As of March 21, 2014, there were approximately 50 record owners of our common stock.

Dividend Policy

We have never paid cash dividends on our common stock. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our company not be able to pay its debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends as circumstances surrounding our company changes, presently it is not anticipated that we will pay any cash dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

Please see Item 3.02 - Unregistered Sales of Equity Securities of this Current Report.

DESCRIPTION OF SECURITIES

We are authorized to issue 75,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. At March 21, 2014 we had 19,005,014 shares of common stock and no shares of preferred stock issued and outstanding.

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Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.

Preferred Stock

The preferred stock may be issued by our board of directors in their discretion in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our board of directors. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Revised Statutes allows us to indemnify each of our officers and directors who are made a party to a proceeding if:

● the officer or director conducted himself or herself in good faith;

● his or her conduct was in our best interests, or if the conduct was not in an official capacity, that the conduct was not opposed to our best interests; and

● in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding by or in our right, where the officer or director was adjudged liable to us, or in any other proceeding, where our officer or director are found to have derived an improper personal benefit. Our by-laws require us to indemnify directors and officers against, to the fullest extent permitted by law, liabilities which they may incur under the circumstances described above.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Please see Item 9.01 - Financial Statements and Exhibits of this Current Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Please see Item 4.01 - Changes in Registrant’s Certifying Accounting of this Current Report.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On March 19, 2014, we dismissed Thomas W. Klash, CPA as our independent registered public accounting firm and engaged D’Arelli Pruzansky, P.A. as our independent registered public accounting firm. Thomas W. Klash, CPA. has served as our independent registered public accounting firm since September 2009 and audited our financial statements for the years ended June 30, 2013, 2012, 2011 and 2010. The dismissal of Thomas W. Klash, CPA was approved by our board of directors. Thomas W. Klash, CPA did not resign or decline to stand for re-election.

Neither the report of Thomas W. Klash, CPA dated August 27, 2012 on our balance sheets as of June 30, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended June 30, 2012 and 2011 nor the report of Thomas W. Klash, CPA dated September 10, 2013 on our balance sheets as of June 30, 2013 and 2012 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended June 30, 2013 and 2012 contained an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, except that both such reports raised substantial doubts on our ability to continue as a going concern.

During our two most recent fiscal years and the subsequent interim period preceding our decision to dismiss Thomas W. Klash, CPA we had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Thomas W. Klash, CPA would have caused it to make reference to the subject matter of the disagreement in connection with its report.

During our two most recent fiscal years and the subsequent interim period prior to retaining D’Arelli Pruzansky, P.A. (1) neither we nor anyone on our behalf consulted D’Arelli Pruzansky, P.A. regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) D’Arelli Pruzansky, P.A. did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

We provided Thomas W. Klash, CPA with a copy of this Current Report prior to its filing with the Securities and Exchange Commission, and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report, and if not, stating the aspects with which they do not agree. A copy of the letter provided by Thomas W. Klash, CPA is filed as Exhibit 16.1 to this Current Report.

Item 5.01 Changes in Control of Registrant.

Please see Item 2.01- Completion of Acquisition or Disposition of Assets and Item 3.02 - Unregistered Sales of Equity Securities of this Current Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Please see Item 2.01 - Completion of Acquisition or Disposition of Assets of this Current Report.

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Item 5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Please see Item 2.01 - Completion of Acquisition or Disposition of Assets of this Current Report.

Item 5.06 Change in Shell Company Status.

As a result of the consummation of the transactions described in Item 2.01 of this Current Report, we are no longer a shell company as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

On March 19, 2014, our board of directors authorized our 2014 Equity Compensation Plan (the “2014 Plan”) covering 3,000,000 shares of common stock. The 2014 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2014 Plan will automatically increase on the first trading day of January each calendar year during the term of the 2014 Plan, beginning with calendar year 2015, by an amount equal to 1% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to a maximum annual increase of 200,000 shares of common stock. The purpose of the 2014 Plan is to enable us to offer to our employees, officers, directors and consultants, whose past, present and/or potential contributions to our company have been, are or will be important to our success, an opportunity to acquire a proprietary interest in our company. The 2014 Plan is administered by our board of directors. Plan options may either be:

● incentive stock options (ISOs),

● non-qualified options (NSOs),

● awards of our common stock, or

● rights to make direct purchases of our common stock which may be subject to certain restrictions.

Any option granted under the 2014 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. In the event of any stock split of our outstanding common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the plan without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person.

                The 2014 Plan is filed as Exhibit 10.7 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial statements of businesses acquired.

                The audited financial statements of AGT at December 31, 2013 and for the period of February 14, 2012 (inception) through December 31, 2012 are filed as Exhibit 99.1 to this report.

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(b)           Pro forma financial information.

                The unaudited pro forma financial statements giving effect to the acquisition of AGT are filed as Exhibit 99.2 to this report.

(c)            Shell company transactions.

                The audited financial statements of AGT at December 31, 2013 and for the period of February 14, 2012 (inception) through December 31, 2012 are filed as Exhibit 99.1 to this report.

(d)           Exhibits

3.1	Articles of Incorporation (incorporated by reference to the registration statement on Form S-1, SEC File No. 333-146163, declared effective by the SEC on October 5, 2007 (the “S-1”))
3.2	Amended and Restated Articles of Incorporation (incorporated by reference to the Current Report on Form 8-K as filed on June 22, 2010)
3.3	Bylaws (incorporated by reference to the S-1)
10.1	Form Share Exchange Agreement Form of Share Exchange Agreement dated February 25, 2014 by and among Osler Incorporated, America Greener Technologies Incorporated and the shareholders of America Greener Technologies Incorporated. * (incorporated by reference to the Current Report on Form 8-K filed on February 27, 2014)
10.2	Independent Contractor Agreement dated January 1, 2013 by and between American Greener Technologies Corporation and Michael C. Boyko **
10.3	Independent Contractor Agreement dated January 1, 2013 by and between American Greener Technologies Corporation and Energistics Consulting, LLC**
10.4	Independent Contractor Agreement dated January 1, 2013 by and between American Greener Technologies Corporation and James Mack**
10.5	Licensing Agreement dated February 12, 2014 by and among Polarchem Associates Limited, Polarchem International Limited, America Greener Technologies Corporation, Ulf Tore Walden, David H. Idwal Jones and Georges Berberat **/***
10.6	Consulting Agreement dated December 20, 2013 by and between America Greener Technologies Corporation and PAN Consultants Ltd. **
10.7	2014 Equity Compensation Plan **
10.8	Lease Agreement dated February 8, 2012 by and between America Greener Technologies Corporation and MP Mulberry, LLC *
10.9	3% convertible promissory note dated March 17, 2014 in the principal amount of $64,000 payable to James Corrigan **
10.10	3% convertible promissory note dated March 17, 2014 in the principal amount of $36,000 due Pacific Venture Marketing Corporation **
14.1	Code Business Conduct and Ethics adopted March 19, 2014 **
16.1	Letter dated March 20, 2014 from Thomas W. Klash, CPA **
99.1	Audited financial statements of AGT at December 31, 2013 and for the period of February 14, 2012 (inception) through December 31, 2013**
99.2	Unaudited pro forma financial information **

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Osler Incorporated agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

** filed herewith.

*** Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2 The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated in the exhibit with asterisks (***).

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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.

	OSLER INCORPORATED
Date:  March 21, 2014	By:  /s/ Michael C. Boyko
	Michael C. Boyko, Chief Executive Officer and President

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EX-10.2

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR (“Agreement”) is made and entered into this 1st day of January 2013 (“Effective Date”) by and between America Greener Technologies Corporation., an Arizona corporation (the “Company”) and Michael C. Boyko (“Independent Contractor”).

NOW THEREFORE, for valuable consideration receipt of which is hereby acknowledged, and in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Services. Subject to the terms and conditions of this Agreement, Independent Contractor shall provide the Contracted Services as requested by the Company subject to the terms and conditions of this Agreement, including section 11, hereunder.

2. Compensation. As full consideration for the performance of the Contracted Services performed by Independent Contractor, the Company shall pay Independent Contractor at the rate of $10,000.00 per month.

3. Travel. In the event Independent Contractor is required to travel for a particular matter or project for the Company, the Independent Contractor shall be reimbursed under an “Expenses” model. The Independent Contractor shall pay for travel expenses and then submit for reimbursement from the Company for actual travel costs proved by receipts.

4. Invoices and Timing of Payments. Independent Contractor shall provide the Company with a monthly invoice detailing the charges for services performed by Independent Contractor. The Company shall pay the fees specified in Independent Contractor’s invoices by cash or check within twenty (20) days of the date each invoice is issued for the term of this Agreement. Checks should be made out to Michael Boyko.

5. Liability for Taxes. Independent Contractor shall be liable for all taxes, excises, assessments and other charges levied by any government agency on the amounts paid to Independent Contractor and/or his or her employees hereunder.

6. Location and Hours. Independent Contractor shall conduct all work from its desired location (unless travel is required) and shall set own hours and schedule.

7. Direction and Instruction. Independent Contractor shall determine the best methodology to complete each required task and shall not by subject to direction and control by Company.

8. Training Not Required. Independent Contractor needs no training by Company.

9. Assignment within Independent Contractor.Independent Contractor is free to assign any particular matter to a partner, associate or employee of Independent Contractor as it deems best. Company may not require a particular partner, associate or employee of Independent Contractor to complete a certain task.

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10. Reports. Independent Contractor shall not be required to submit regular oral or written reports to the Company.

11. Tools, Materials and Equipment. Company shall not provide Independent Contractor with any tools, materials, or equipment.

12. Benefits. Independent Contractor shall not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by the Company covering Independent Contractor and/or its employees.

13. Worker’s Compensation. If independent Contractor has employees, Independent Contractor represents and warrants to the Company that it has workers’ compensation insurance in amounts necessary to comply with all applicable laws.

14. Relationship of the Parties/Independent Contractor. This Agreement is not intended to create, and shall not be construed to create a relationship of principal and agent, master and servant, employer and employee, joint venture, partnership, nor any other relationship other than that of independent contracting parties. Neither party shall have authority to make or imply any commitments that are binding upon the other party. Independent Contractor represents and warrants to the Company that it holds itself out as available to provide various services to other customers and businesses other than the Company and does, in fact, provide services for customers and businesses other than the Company. Independent Contractor and its employees shall be independent of the Company and shall at all times be free to exercise their independent business judgment. Neither Independent Contractor, nor its employees, are required to work exclusively for the Company. The Company shall judge Independent Contractor’s work based solely on whether Independent Contractor delivers the results desired by the Company. The Company shall not provide a performance evaluation to Independent Contractor, and Independent Contractor shall be free to achieve the Company’s desired results in whatever way Independent Contractor deems appropriate. The Company shall not dictate how Independent Contractor performs its work under this Agreement.

15. Term. Either party may terminate this Agreement, without cause, upon thirty (30) days written notice to the other party.

16. Authorization to Work. The Immigration Reform and Control Act of 1986 requires Independent Contractor to present appropriate documentation demonstrating Independent Contractor is authorized to work in the United States. The execution of this Agreement by the Company is contingent upon Independent Contractor presenting the required documentation.

17. Standard of Conduct. In rendering services under this Agreement, Independent Contractor shall conform to the highest professional standards of work and business ethics and shall endeavor to respect the needs and expectations of clients and help foster and maintain healthy, loyal and mutually beneficial arrangements.

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11. Confidentiality.

11.1. “Confidential Information”. Confidential Information covered by this Agreement includes, but is not limited to, all trade secrets, technical, business, and financial information relating to the Company’s and its clients’ business models, business plans, processes, workflow, ideas, models, devices, plans, specifications, products, materials, computer programs, price lists, customer lists and financial performance. Confidential Information also includes all technical, business and financial information received from any third party who is not party to this Agreement under an obligation of confidentiality, and all information which a party should reasonably expect to be considered Confidential Information. Confidential Information further includes any information developed by Employee on behalf of the Company in connection with services rendered under this Agreement. Confidential Information shall not include information that Independent Contractor can demonstrate (i) has been previously disclosed to Independent Contractor by outside third parties who were not bound to maintain its confidentiality, (ii) is in, or becomes available in, the public domain (other than as a result of a disclosure by Independent Contractor in contravention of this Agreement), or (iii) is independently developed by Independent Contractor without reference to the Confidential Information.

11.2. Independent Contractor agrees not to disclose to third parties any Confidential Information belonging to the Company or its clients without the prior written consent of the Company. In the event that Confidential Information is lost or misplaced, Independent Contractor shall immediately notify the Company of such loss or misplacement.

11.3. All Confidential Information, whether or not formally marked or identified as such, is and shall remain the exclusive property of the Company or its clients. Independent Contractor shall take all reasonable steps and precautions to prevent unauthorized disclosure to any third party.

11.4. Independent Contractor shall not use Confidential Information for any purpose other than to perform work for the Company or as the Company may otherwise direct. Independent Contractor may not sell, license, market or otherwise exploit any Confidential Information.

11.5. Upon termination of this Agreement, or at the request of the Company, Independent Contractor shall return to the Company all tangible materials received pursuant to this Agreement that contain Confidential Information. Independent Contractor shall not retain any copies of the above-described materials, and will make reasonable efforts to ensure that their officers, agents and employees do not retain any such copies.

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12. Property of America Greener Technologies Corporation. Independent Contractor agrees that all Confidential Information, as defined in Section 11.1, shall constitute the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the earlier request of the Company, Independent Contractor shall return to the Company all documents and tangible items, including samples, computer files, documents, and paper files provided to Independent Contractor or created by Independent Contractor in connection with services to be rendered hereunder, including without limitation all Confidential Information, together with all copies and abstracts thereof.

13. Product Development by Independent Contractor. During the term of this Agreement, any product, process, or invention of any kind whatsoever developed by Independent Contractor, whether acting alone or in conjunction with others, which relates to the Covered Services or the Company’s operations, shall be the sole and exclusive property of the Company. Independent Contractor agrees that any contributions by Independent Contractor to any material which might be subject to copyright,trademark or patent related to the business of the Company or incorporated into any product, process, or invention of any kind whatsoever developed by Independent Contractor shall be considered work made-for-hire for the Company or its designee. To the extent that any such contributions or products, processes or inventions do not qualify as works made for hire under U.S. copyright law, this Agreement will constitute an irrevocable assignment by Independent Contractor to Company of the ownership of, and all intellectual property rights in, such contributions or such products, processes or inventions. Independent Contractor agrees to give the Company all assistance reasonably required to perfect such rights. Independent Contractor shall inform the Company of any product developments made or conceived by Independent Contractor which relate to the Covered Services or the Company’s operations and shall execute such documents as may be reasonably requested by the Company to evidence transfer of such property to the Company.

14. Specific Performance. Independent Contractor acknowledges and agrees that irreparable injury to the Company may result if Independent Contractor breaches any covenant of Independent Contractor contained herein and that the remedy at law for the breach of any such covenant will be inadequate. Accordingly, if Independent Contractor engages in any act in violation of the provisions of this Agreement, the Company shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive relief to enforce the provisions of the Agreement.

15. Compliance with Laws and Regulations. Independent Contractor shall at all times comply with all applicable laws, ordinances, statutes and rules, including those relating to wages, hours, fair employment practices, anti-discrimination and safety.

16. General Conditions.

16.1 Binding Effect/Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective representatives, successors and permitted assigns. This Agreement shall not be assignable by either party, without the express written consent of the other.

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16.2 Attorney’s Fees. In the event there is any dispute concerning the terms of this Agreement or the performance of any party hereto pursuant to the terms of this Agreement, and any party hereto retains counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the terms of this Agreement in defense of any suit filed against said party, the prevailing party in such dispute shall be entitled to recover, in addition to any other remedy to which such party may be entitled to recover, all of its costs and attorney’s fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.

16.3 Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Arizona. The venue for any lawsuit arising as a result of this Agreement shall be Phoenix, Arizona.

16.4 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which shall constitute one agreement.

16.5 Entire Agreement. Upon Independent Contractor’s signature, this will become a binding agreement with respect to the subject matter of this Agreement, superseding any oral or written proposals, statements, discussions or other agreements before or contemporaneous to this Agreement. Independent Contractor acknowledges that he or she has not been induced to enter into this Agreement by any oral or written representations or statements not expressly contained in the Agreement. This Agreement may be modified only by mutual agreement of the parties, provided that, before any modification shall be operative or valid, it must be reduced to writing and executed by both Independent Contractor and the Company.

17. Waiver. The failure of any party to insist, in any one or more instances, upon performance of any of the terms or conditions of this Agreement, shall not be construed as a waiver or a relinquishment of any right granted hereunder for the future performance of any such term, covenant or condition.

18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrase or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be signed by their authorized signatories as of the Effective Date.

American Greener Technologies
By:	/s/ Michael C. Boyko
Its:		Its:

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EX-10.3

Exhibit 10.3

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR (“Agreement”) is made and entered into this 1st day of January 2013 (“Effective Date”) by and between America Greener Technologies Corporation., an Arizona corporation (the “Company”) and Energistics Consulting, LLC (“Independent Contractor”).

NOW THEREFORE, for valuable consideration receipt of which is hereby acknowledged, and in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Services. Subject to the terms and conditions of this Agreement, Independent Contractor shall provide the Contracted Services as requested by the Company subject to the terms and conditions of this Agreement, including section 11, hereunder.

2. Compensation. As full consideration for the performance of the Contracted Services performed by Independent Contractor, the Company shall pay Independent Contractor at the rate of $8000.00 per month.

3. Travel. In the event Independent Contractor is required to travel for a particular matter or project for the Company, the Independent Contractor shall be reimbursed under an “Expenses” model. The Independent Contractor shall pay for travel expenses and then submit for reimbursement from the Company for actual travel costs proved by receipts.

4. Invoices and Timing of Payments. Independent Contractor shall provide the Company with a monthly invoice detailing the charges for services performed by Independent Contractor. The Company shall pay the fees specified in Independent Contractor’s invoices by cash or check within twenty (20) days of the date each invoice is issued for the term of this Agreement. Checks should be made out to Energistics Consulting, LLC.

5. Liability for Taxes. Independent Contractor shall be liable for all taxes, excises, assessments and other charges levied by any government agency on the amounts paid to Independent Contractor and/or his or her employees hereunder.

6. Location and Hours. Independent Contractor shall conduct all work from its desired location (unless travel is required) and shall set own hours and schedule.

7. Direction and Instruction. Independent Contractor shall determine the best methodology to complete each required task and shall not by subject to direction and control by Company.

8. Training Not Required. Independent Contractor needs no training by Company.

9. Assignment within Independent Contractor.Independent Contractor is free to assign any particular matter to a partner, associate or employee of Independent Contractor as it deems best. Company may not require a particular partner, associate or employee of Independent Contractor to complete a certain task.

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10. Reports. Independent Contractor shall not be required to submit regular oral or written reports to the Company.

11. Tools, Materials and Equipment. Company shall not provide Independent Contractor with any tools, materials, or equipment.

12. Benefits. Independent Contractor shall not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by the Company covering Independent Contractor and/or its employees.

13. Worker’s Compensation. If independent Contractor has employees, Independent Contractor represents and warrants to the Company that it has workers’ compensation insurance in amounts necessary to comply with all applicable laws.

14. Relationship of the Parties/Independent Contractor. This Agreement is not intended to create, and shall not be construed to create a relationship of principal and agent, master and servant, employer and employee, joint venture, partnership, nor any other relationship other than that of independent contracting parties. Neither party shall have authority to make or imply any commitments that are binding upon the other party. Independent Contractor represents and warrants to the Company that it holds itself out as available to provide various services to other customers and businesses other than the Company and does, in fact, provide services for customers and businesses other than the Company. Independent Contractor and its employees shall be independent of the Company and shall at all times be free to exercise their independent business judgment. Neither Independent Contractor, nor its employees, are required to work exclusively for the Company. The Company shall judge Independent Contractor’s work based solely on whether Independent Contractor delivers the results desired by the Company. The Company shall not provide a performance evaluation to Independent Contractor, and Independent Contractor shall be free to achieve the Company’s desired results in whatever way Independent Contractor deems appropriate. The Company shall not dictate how Independent Contractor performs its work under this Agreement.

15. Term. Either party may terminate this Agreement, without cause, upon thirty (30) days written notice to the other party.

16. Authorization to Work. The Immigration Reform and Control Act of 1986 requires Independent Contractor to present appropriate documentation demonstrating Independent Contractor is authorized to work in the United States. The execution of this Agreement by the Company is contingent upon Independent Contractor presenting the required documentation.

17. Standard of Conduct. In rendering services under this Agreement, Independent Contractor shall conform to the highest professional standards of work and business ethics and shall endeavor to respect the needs and expectations of clients and help foster and maintain healthy, loyal and mutually beneficial arrangements.

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11. Confidentiality.

11.1. “Confidential Information”. Confidential Information covered by this Agreement includes, but is not limited to, all trade secrets, technical, business, and financial information relating to the Company’s and its clients’ business models, business plans, processes, workflow, ideas, models, devices, plans, specifications, products, materials, computer programs, price lists, customer lists and financial performance. Confidential Information also includes all technical, business and financial information received from any third party who is not party to this Agreement under an obligation of confidentiality, and all information which a party should reasonably expect to be considered Confidential Information. Confidential Information further includes any information developed by Employee on behalf of the Company in connection with services rendered under this Agreement. Confidential Information shall not include information that Independent Contractor can demonstrate (i) has been previously disclosed to Independent Contractor by outside third parties who were not bound to maintain its confidentiality, (ii) is in, or becomes available in, the public domain (other than as a result of a disclosure by Independent Contractor in contravention of this Agreement), or (iii) is independently developed by Independent Contractor without reference to the Confidential Information.

11.2. Independent Contractor agrees not to disclose to third parties any Confidential Information belonging to the Company or its clients without the prior written consent of the Company. In the event that Confidential Information is lost or misplaced, Independent Contractor shall immediately notify the Company of such loss or misplacement.

11.3. All Confidential Information, whether or not formally marked or identified as such, is and shall remain the exclusive property of the Company or its clients. Independent Contractor shall take all reasonable steps and precautions to prevent unauthorized disclosure to any third party.

11.4. Independent Contractor shall not use Confidential Information for any purpose other than to perform work for the Company or as the Company may otherwise direct. Independent Contractor may not sell, license, market or otherwise exploit any Confidential Information.

11.5. Upon termination of this Agreement, or at the request of the Company, Independent Contractor shall return to the Company all tangible materials received pursuant to this Agreement that contain Confidential Information. Independent Contractor shall not retain any copies of the above-described materials, and will make reasonable efforts to ensure that their officers, agents and employees do not retain any such copies.

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12. Property of America Greener Technologies Corporation. Independent Contractor agrees that all Confidential Information, as defined in Section 11.1, shall constitute the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the earlier request of the Company, Independent Contractor shall return to the Company all documents and tangible items, including samples, computer files, documents, and paper files provided to Independent Contractor or created by Independent Contractor in connection with services to be rendered hereunder, including without limitation all Confidential Information, together with all copies and abstracts thereof.

13. Product Development by Independent Contractor. During the term of this Agreement, any product, process, or invention of any kind whatsoever developed by Independent Contractor, whether acting alone or in conjunction with others, which relates to the Covered Services or the Company’s operations, shall be the sole and exclusive property of the Company. Independent Contractor agrees that any contributions by Independent Contractor to any material which might be subject to copyright,trademark or patent related to the business of the Company or incorporated into any product, process, or invention of any kind whatsoever developed by Independent Contractor shall be considered work made-for-hire for the Company or its designee. To the extent that any such contributions or products, processes or inventions do not qualify as works made for hire under U.S. copyright law, this Agreement will constitute an irrevocable assignment by Independent Contractor to Company of the ownership of, and all intellectual property rights in, such contributions or such products, processes or inventions. Independent Contractor agrees to give the Company all assistance reasonably required to perfect such rights. Independent Contractor shall inform the Company of any product developments made or conceived by Independent Contractor which relate to the Covered Services or the Company’s operations and shall execute such documents as may be reasonably requested by the Company to evidence transfer of such property to the Company.

14. Specific Performance. Independent Contractor acknowledges and agrees that irreparable injury to the Company may result if Independent Contractor breaches any covenant of Independent Contractor contained herein and that the remedy at law for the breach of any such covenant will be inadequate. Accordingly, if Independent Contractor engages in any act in violation of the provisions of this Agreement, the Company shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive relief to enforce the provisions of the Agreement.

15. Compliance with Laws and Regulations. Independent Contractor shall at all times comply with all applicable laws, ordinances, statutes and rules, including those relating to wages, hours, fair employment practices, anti-discrimination and safety.

16. General Conditions.

16.1 Binding Effect/Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective representatives, successors and permitted assigns. This Agreement shall not be assignable by either party, without the express written consent of the other.

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16.2 Attorney’s Fees. In the event there is any dispute concerning the terms of this Agreement or the performance of any party hereto pursuant to the terms of this Agreement, and any party hereto retains counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the terms of this Agreement in defense of any suit filed against said party, the prevailing party in such dispute shall be entitled to recover, in addition to any other remedy to which such party may be entitled to recover, all of its costs and attorney’s fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.

16.3 Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Arizona. The venue for any lawsuit arising as a result of this Agreement shall be Phoenix, Arizona.

16.4 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which shall constitute one agreement.

16.5 Entire Agreement. Upon Independent Contractor’s signature, this will become a binding agreement with respect to the subject matter of this Agreement, superseding any oral or written proposals, statements, discussions or other agreements before or contemporaneous to this Agreement. Independent Contractor acknowledges that he or she has not been induced to enter into this Agreement by any oral or written representations or statements not expressly contained in the Agreement. This Agreement may be modified only by mutual agreement of the parties, provided that, before any modification shall be operative or valid, it must be reduced to writing and executed by both Independent Contractor and the Company.

17. Waiver. The failure of any party to insist, in any one or more instances, upon performance of any of the terms or conditions of this Agreement, shall not be construed as a waiver or a relinquishment of any right granted hereunder for the future performance of any such term, covenant or condition.

18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrase or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be signed by their authorized signatories as of the Effective Date.

American Greener Technologies		Energistics Consulting, LLC
By:	/s/ Michael Boyko	By:	/s/ Ricardo Barbosa
Its:	CEO	Its:	Owner

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EX-10.4

Exhibit 10.4

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR (“Agreement”) is made and entered into this 1st day of January 2013 (“Effective Date”) by and between America Greener Technologies Corporation., an Arizona corporation (the “Company”) and James Mack (“Independent Contractor”).

NOW THEREFORE, for valuable consideration receipt of which is hereby acknowledged, and in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Services. Subject to the terms and conditions of this Agreement, Independent Contractor shall provide the Contracted Services as requested by the Company subject to the terms and conditions of this Agreement, including section 11, hereunder.

2. Compensation. As full consideration for the performance of the Contracted Services performed by Independent Contractor, the Company shall pay Independent Contractor at the rate of $4,000.00 per month.

3. Travel. In the event Independent Contractor is required to travel for a particular matter or project for the Company, the Independent Contractor shall be reimbursed under an “Expenses” model. The Independent Contractor shall pay for travel expenses and then submit for reimbursement from the Company for actual travel costs proved by receipts.

4. Invoices and Timing of Payments. Independent Contractor shall provide the Company with a monthly invoice detailing the charges for services performed by Independent Contractor. The Company shall pay the fees specified in Independent Contractor’s invoices by cash or check within twenty (20) days of the date each invoice is issued for the term of this Agreement. Checks should be made out to Michael Boyko.

5. Liability for Taxes. Independent Contractor shall be liable for all taxes, excises, assessments and other charges levied by any government agency on the amounts paid to Independent Contractor and/or his or her employees hereunder.

6. Location and Hours. Independent Contractor shall conduct all work from its desired location (unless travel is required) and shall set own hours and schedule.

7. Direction and Instruction. Independent Contractor shall determine the best methodology to complete each required task and shall not by subject to direction and control by Company.

8. Training Not Required. Independent Contractor needs no training by Company.

9. Assignment within Independent Contractor.Independent Contractor is free to assign any particular matter to a partner, associate or employee of Independent Contractor as it deems best. Company may not require a particular partner, associate or employee of Independent Contractor to complete a certain task.

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10. Reports. Independent Contractor shall not be required to submit regular oral or written reports to the Company.

11. Tools, Materials and Equipment. Company shall not provide Independent Contractor with any tools, materials, or equipment.

12. Benefits. Independent Contractor shall not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by the Company covering Independent Contractor and/or its employees.

13. Worker’s Compensation. If independent Contractor has employees, Independent Contractor represents and warrants to the Company that it has workers’ compensation insurance in amounts necessary to comply with all applicable laws.

14. Relationship of the Parties/Independent Contractor. This Agreement is not intended to create, and shall not be construed to create a relationship of principal and agent, master and servant, employer and employee, joint venture, partnership, nor any other relationship other than that of independent contracting parties. Neither party shall have authority to make or imply any commitments that are binding upon the other party. Independent Contractor represents and warrants to the Company that it holds itself out as available to provide various services to other customers and businesses other than the Company and does, in fact, provide services for customers and businesses other than the Company. Independent Contractor and its employees shall be independent of the Company and shall at all times be free to exercise their independent business judgment. Neither Independent Contractor, nor its employees, are required to work exclusively for the Company. The Company shall judge Independent Contractor’s work based solely on whether Independent Contractor delivers the results desired by the Company. The Company shall not provide a performance evaluation to Independent Contractor, and Independent Contractor shall be free to achieve the Company’s desired results in whatever way Independent Contractor deems appropriate. The Company shall not dictate how Independent Contractor performs its work under this Agreement.

15. Term. Either party may terminate this Agreement, without cause, upon thirty (30) days written notice to the other party.

16. Authorization to Work. The Immigration Reform and Control Act of 1986 requires Independent Contractor to present appropriate documentation demonstrating Independent Contractor is authorized to work in the United States. The execution of this Agreement by the Company is contingent upon Independent Contractor presenting the required documentation.

17. Standard of Conduct. In rendering services under this Agreement, Independent Contractor shall conform to the highest professional standards of work and business ethics and shall endeavor to respect the needs and expectations of clients and help foster and maintain healthy, loyal and mutually beneficial arrangements.

2

11. Confidentiality.

11.1. “Confidential Information”. Confidential Information covered by this Agreement includes, but is not limited to, all trade secrets, technical, business, and financial information relating to the Company’s and its clients’ business models, business plans, processes, workflow, ideas, models, devices, plans, specifications, products, materials, computer programs, price lists, customer lists and financial performance. Confidential Information also includes all technical, business and financial information received from any third party who is not party to this Agreement under an obligation of confidentiality, and all information which a party should reasonably expect to be considered Confidential Information. Confidential Information further includes any information developed by Employee on behalf of the Company in connection with services rendered under this Agreement. Confidential Information shall not include information that Independent Contractor can demonstrate (i) has been previously disclosed to Independent Contractor by outside third parties who were not bound to maintain its confidentiality, (ii) is in, or becomes available in, the public domain (other than as a result of a disclosure by Independent Contractor in contravention of this Agreement), or (iii) is independently developed by Independent Contractor without reference to the Confidential Information.

11.2. Independent Contractor agrees not to disclose to third parties any Confidential Information belonging to the Company or its clients without the prior written consent of the Company. In the event that Confidential Information is lost or misplaced, Independent Contractor shall immediately notify the Company of such loss or misplacement.

11.3. All Confidential Information, whether or not formally marked or identified as such, is and shall remain the exclusive property of the Company or its clients. Independent Contractor shall take all reasonable steps and precautions to prevent unauthorized disclosure to any third party.

11.4. Independent Contractor shall not use Confidential Information for any purpose other than to perform work for the Company or as the Company may otherwise direct. Independent Contractor may not sell, license, market or otherwise exploit any Confidential Information.

11.5. Upon termination of this Agreement, or at the request of the Company, Independent Contractor shall return to the Company all tangible materials received pursuant to this Agreement that contain Confidential Information. Independent Contractor shall not retain any copies of the above-described materials, and will make reasonable efforts to ensure that their officers, agents and employees do not retain any such copies.

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12. Property of America Greener Technologies Corporation. Independent Contractor agrees that all Confidential Information, as defined in Section 11.1, shall constitute the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the earlier request of the Company, Independent Contractor shall return to the Company all documents and tangible items, including samples, computer files, documents, and paper files provided to Independent Contractor or created by Independent Contractor in connection with services to be rendered hereunder, including without limitation all Confidential Information, together with all copies and abstracts thereof.

13. Product Development by Independent Contractor. During the term of this Agreement, any product, process, or invention of any kind whatsoever developed by Independent Contractor, whether acting alone or in conjunction with others, which relates to the Covered Services or the Company’s operations, shall be the sole and exclusive property of the Company. Independent Contractor agrees that any contributions by Independent Contractor to any material which might be subject to copyright,trademark or patent related to the business of the Company or incorporated into any product, process, or invention of any kind whatsoever developed by Independent Contractor shall be considered work made-for-hire for the Company or its designee. To the extent that any such contributions or products, processes or inventions do not qualify as works made for hire under U.S. copyright law, this Agreement will constitute an irrevocable assignment by Independent Contractor to Company of the ownership of, and all intellectual property rights in, such contributions or such products, processes or inventions. Independent Contractor agrees to give the Company all assistance reasonably required to perfect such rights. Independent Contractor shall inform the Company of any product developments made or conceived by Independent Contractor which relate to the Covered Services or the Company’s operations and shall execute such documents as may be reasonably requested by the Company to evidence transfer of such property to the Company.

14. Specific Performance. Independent Contractor acknowledges and agrees that irreparable injury to the Company may result if Independent Contractor breaches any covenant of Independent Contractor contained herein and that the remedy at law for the breach of any such covenant will be inadequate. Accordingly, if Independent Contractor engages in any act in violation of the provisions of this Agreement, the Company shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive relief to enforce the provisions of the Agreement.

15. Compliance with Laws and Regulations. Independent Contractor shall at all times comply with all applicable laws, ordinances, statutes and rules, including those relating to wages, hours, fair employment practices, anti-discrimination and safety.

16. General Conditions.

16.1 Binding Effect/Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective representatives, successors and permitted assigns. This Agreement shall not be assignable by either party, without the express written consent of the other.

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16.2 Attorney’s Fees. In the event there is any dispute concerning the terms of this Agreement or the performance of any party hereto pursuant to the terms of this Agreement, and any party hereto retains counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the terms of this Agreement in defense of any suit filed against said party, the prevailing party in such dispute shall be entitled to recover, in addition to any other remedy to which such party may be entitled to recover, all of its costs and attorney’s fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.

16.3 Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Arizona. The venue for any lawsuit arising as a result of this Agreement shall be Phoenix, Arizona.

16.4 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which shall constitute one agreement.

16.5 Entire Agreement. Upon Independent Contractor’s signature, this will become a binding agreement with respect to the subject matter of this Agreement, superseding any oral or written proposals, statements, discussions or other agreements before or contemporaneous to this Agreement. Independent Contractor acknowledges that he or she has not been induced to enter into this Agreement by any oral or written representations or statements not expressly contained in the Agreement. This Agreement may be modified only by mutual agreement of the parties, provided that, before any modification shall be operative or valid, it must be reduced to writing and executed by both Independent Contractor and the Company.

17. Waiver. The failure of any party to insist, in any one or more instances, upon performance of any of the terms or conditions of this Agreement, shall not be construed as a waiver or a relinquishment of any right granted hereunder for the future performance of any such term, covenant or condition.

18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrase or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be signed by their authorized signatories as of the Effective Date.

American Greener Technologies		James Mack
By:	/s/ Michael C. Boyko	/s/ James Mack
Its:	CEO	Consultant

6

EX-10.5

Exhibit 10.5

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

LICENSING AGREEMENT

This Agreement is made as of the 12 day of February, 2014.

AMONG:

POLARCHEM ASSOCIATED LIMITED (registered in England under No. 2304866) and POLARCHEM INTERNATIONAL LIMITED (registered in England under No. 07287705)

both of 13 Dovedale Gardens, 465 Battersea Park Road, London SW11 4LR, England

(collectively, Polarchem)

AND:

AMERICA GREENER TECHNOLOGIES CORPORATION

an Arizona company incorporated on February 14, 2012 and having an address of 254 South Mulberry Street, Suite 113 Mesa, Arizona 85202

(“AGT”)

ULF TORE WALDEN, DAVID H. IDWAL JONES, and
GEORGES BERBERAT

(“Polarchem Associates”)

WHEREAS:

A. Polarchem is owned and controlled by Ulf Tore Walden 58%, David Idwal Jones 29%, Georges Berberat 10% and the Dutoit-Günesin Family 3%.

B. Polarchem owns and has the right to license certain trademarks, service marks, copyrights, trade secrets and trade names including the name “Polarchem” (the “Licensed Marks”) and has developed and owns systems and trade secrets for the manufacture of certain products (the “Products”) and the supply of certain services (the “Services”) in the field of combustion efficiency more particularly set forth in Schedule A.

C. Polarchem has agreed to license to AGT the sole and exclusive right to use the Licensed Marks, to manufacture and sell the Products and to provide the Services in the Territory (as defined herein).

D. AGT is a wholly-owned subsidiary of America Greener Technologies Incorporated, a corporation organized under the laws of British Columbia (“AGT Canada”) and all of AGT Canada’s business and operations are conducted by AGT.

E. Polarchem and AGT Canada were parties to that certain General Agreement and Contract dated November 11, 2011 (the “Original Agreement”).

1

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

F. The parties desire to amend and restate the Original Agreement with this Agreement.

G. The Polarchem Associates have agreed to jointly and severally guarantee the obligations of Polarchem hereunder.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual agreements herein set forth, the parties agree each with the other as follows:

1. GRANT OF LICENCE

Polarchem grants and conveys to AGT, subject to the terms and conditions of this Agreement, the sole and exclusive right and licence to use the Licensed Marks, to manufacture the Products and supply the Services within the Territory (the “Licensed Business”).

2. TERRITORY

AGT has the exclusive right and licence to operate the Licensed Business in all of the United States of America, Canada and Mexico and such other territory or territories it may be agreed to among the parties from time to time (the “Territory”).

3. TERM

The rights granted by Polarchem to AGT will be for a term of thirty (30) years (the “Term”).

4. NON-CIRCUMVENTION

Polarchem agrees not to circumvent, in any fashion, AGT’s exclusive and protected marketing Territory as specified above. Circumvention shall include the direct or indirect actions of Polarchem, and any other business entity or associate entity through which Polarchem may act including any other licensee of Polarchem. Polarchem will refer all customers within the Territory or with operations within the Territory to AGT.

5. MANUFACTURING

If AGT manufactures or mixes Polarchem products in its Territory or elsewhere, Polarchem shall provide its complete and total co-operation and expertise to ensure that AGT can successfully complete its manufacturing facilities. Prior to AGT manufacturing separately from Polarchem or Polarchem’s suppliers, the price for Product supplied to AGT from Polarchem will be set at Polarchem’s agreed discounted price of *** per litre ex-works Mumbai, India.

Any advancements, modifications or improvements to the Polarchem technology in the Territory shall be jointly owned by AGT and Polarchem. Any advancements in technology made by Polarchem will be immediately communicated to AGT and AGT will have the benefit of such improvement without further cost or obligation to Polarchem. AGT and Polarchem shall use their best efforts to continually improve the technology.

2

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

Notwithstanding that AGT is licensed to carry on the Licensed Business only in the Territory, AGT may opt to manufacture the Products anywhere in the world. 

6. TRAINING

Polarchem will provide AGT with the formulas, training and technical expertise required to manufacture the Products. Polarchem shall also cause technical English speaking experts to provide ongoing training in the United States of America and India to ensure that representatives of AGT have the technical expertise operate the Licensed Business and independently manufacture the Products and provide the Services. All such formulas, training and technical expertise may be referred to herein as “Know How”.

7. CONSIDERATION

Polarchem acknowledges its prior receipt of an aggregate of 2,000,000 shares of AGT Canada issued to designees of Polarchem under the terms of the Original Agreement, and its understanding that it will receive a like number of shares of common stock of AGT upon the consummation of a pending share exchange agreement between the shareholders of AGT Canada and AGT (the “AGT Exchange Shares”). The shares of AGT Canada issued under the terms of the Original Agreement, which will be replaced by the AGT Exchange Shares, will not be released and will be held in trust until AGT is in receipt of the Know How and has the ability to independently manufacture the Products and provide the Services.

8. RIGHT OF FIRST REFUSAL

Polarchem grants to AGT a right of first refusal to acquire all of the assets and undertaking of Polarchem. If Polarchem receives an offer for all or any part of its business, anywhere in the world, Polarchem will deliver such offer to AGT and AGT will have 120 days to acquire all or a part of the Polarchem business as specified in such offer and on the same terms and conditions as contained in the offer.

AGT will also have a first right to purchase all or some of Polarchem’s protected customer accounts by the issuing of AGT public company stock and/or cash as full payment for each applicable customer account and to the extent that AGT purchases such accounts, the scope of AGT’s Territory will be increased to cover such areas as may be required to service such accounts.

Polarchem may in the future develop, manufacture, supply or otherwise engage to do trade with products of a different nature, i.e. not related to combustion efficiency. In such cases, Polarchem will offer the right of first refusal to AGT for said products in itsTerritory unless it conflicts with existing agreements.

AGT will have a right of first refusal for the exclusive license to provide the Products and Services in China.

3

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

9. VALIDITY OF AGREEMENT

This Agreement shall replace the Original Agreement which such Original Agreement will be of no further force or effect.

10. PRICING

(a) Polarchem will supply AGT with Products at PC specially agreed discounted price, which has been determined to be *** ex works Mumbai per litre.

(b) AGT shall have the exclusive right to determine its selling prices of the Products in the Territory, though each party agrees to keep the other informed of changes in its prices made from time to time in their respective global territories.

(c) Polarchem shall not vary its prices charged under this Agreement except on at least 90 days prior notice in writing to AGT and Polarchem may only increase its price to AGT to the extent that Polarchem’s cost of production rises. In such event, Polarchem will provide AGT with satisfactory evidence of its increased cost of production and the increase in price to AGT will be proportional to the increased cost of production.

11. DUTIES OF AGT

(a) AGT shall use commercially reasonable efforts to sell, advertise and otherwise promote the sale of the Products and Services throughout the Territory and shall maintain a suitable sales/service organization with a technical staff having sufficient knowledge of the Products and Services to ensure technical assistance and after-sales service.

(b) AGT shall be responsible for servicing of the Products within the Territory and for providing training to its customers in the use of the Products.

(c) AGT shall maintain a stock of the Products, the minimum quantities of which may be established from time to time by AGT in accordance with the territory requirements.

(d) Unless agreed upon by AGT and Polarchem in writing, AGT shall not during the Term of this Agreement sell or manufacture any product which is competitive with the Products.

4

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

(e) AGT shall forward to Polarchem any enquiries for the Products or Services received from outside the Territory.

(f) AGT shall not seek customers nor maintain any distribution facilities for the Products outside the Territory unless authorized by Polarchem to do so.

(g) AGT and Polarchem will negotiate in good faith to cooperate in the marketing and sale of Products and Services for use on board ships including such ships designated as Navy, any vessel owned and operated by the Government or sailing under a national flag of any country comprising part of the Territory.

12. DUTIES OF POLARCHEM

While this Agreement remains in force, Polarchem will:

(a) sell to AGT all the Products and Services ordered by AGT and fill with all practical dispatch orders for Products and Services placed by AGT;

(b) not sell the Products and Services to any person or entity in the Territory other than AGT;

(c) from time to time make available marketing support materials including texts for sales literature, promotional aids and press releases to AGT and will also provide texts for initial sales literature in English and AGT will, at its own expense, translate, reproduce and distribute the literature, aids and releases as it considers necessary for use in the Territory;

(d) furnish to AGT, upon request and at no charge, such drawings, manuals, spare parts lists, servicing documentation, test programs with documentation, shipping and packaging specifications and instructions and any other documents in such quantities and form as are normally furnished by Polarchem to its product distributors;

(e) provide sufficient product support documentation to enable AGT to provide maintenance and service for purchasers of the Products;

5

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

(f) furnish to AGT, upon request, maintenance and engineering support for the Products and Services, including demonstrations, proposals, tenders and after-sales customer support and consultation services (including systems configuration, installation, technical assistance and project management services), and will invoice AGT for such services at an agreed daily rate at either the end of each work package or calendar month, as agreed upon by the parties; and

(g) Polarchem will forward to AGT all enquiries received from AGT’s Territory.

13. PRODUCT CHANGES

Polarchem reserves the right, without prior approval from or notice to AGT, to make changes to the Products and Services:

(a) which do not affect physical or functional interchangeability or performance at a higher level of assembly;

(b) when required for safety purposes; or

(c) to meet present or future product specifications of Polarchem.

14. STANDARD CONDITIONS OF SALE

In purchasing the Products from Polarchem, AGT shall be bound by Polarchem’s standard conditions of sale in force from time to time and AGT shall not make or give any promises, representations, warranties or guarantees with reference to the Products except such as are consistent with this Agreement or as expressly authorized by Polarchem in writing. In the event of any conflict or ambiguity arising out of a comparison of this Agreement and Polarchem’s standard conditions of sale, the provisions of this Agreement shall prevail.

15. CONFIDENTIALITY

AGT and PC shall not at any time during the continuance of this Agreement or following its termination disclose to any other person, firm or company except as required by law any confidential information in relation to the affairs or business or method of carrying on business of the other which comes into its possession as a result of this Agreement so long as such information as a whole or any part thereof remains secret and is not published or made available to AGT or Polarchem from sources entitled to make such disclosure. For the purposes of this paragraph, information includes but is not limited to technical drawings, designs, software, engineering reports, studies, manuals and printed materials.

6

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

AGT will require its present and future employees, sub-contractors, agents and other commercial partners to sign confidentiality and non-disclosure agreements to treat all information disclosed by or on behalf of Polarchem as commercially confidential, such agreements to be in a form acceptable to Polarchem.

All drawings, manuals, documentation and printed materials provided to AGT by Polarchem may be reproduced by AGT, provided that such reproduction is made solely for the internal use of employees of AGT or by AGT’s customers as may be necessary.

16. INDEMNIFICATION

Polarchem and the Polarchem Associates shall indemnify and hold AGT harmless from any claims, demands, liabilities or expenses, including reasonable attorneys’ fees, directly resulting from any defect with respect to the Products and Services, the negligence or wilful misconduct of Polarchem or its directors, officers, employees, agents or sub-contractors.

AGT shall indemnify, defend and hold Polarchem and the Polarchem Associates harmless from any claims, demands, liabilities or expenses, including reasonable attorneys’ fees incurred by Polarchem or the Polarchem Associates as a result of any claim or proceeding against Polarchem or the Polarchem Associates arising out of or based upon the use of the Products or Services supplied by AGT or arising from the negligence or wilful misconduct of AGT or its directors, officers, employees, agents or sub-contractors.

17. TERMINATION FOR DEFAULT

Either party shall be entitled to terminate this Agreement by notice in writing to the other in the event that such other shall:

(a) commit or allow to be committed any material breach of this Agreement PROVIDED THAT in the case of a breach capable of being remedied, if the party in default shall remedy such breach within 60 days after receipt of the written notice of termination, such notice shall be deemed to be void and of no effect;

(b) commit an act of bankruptcy or enter into liquidation whether compulsory or voluntary (other than voluntary liquidation for the purpose of amalgamation or reorganization);

(c) have a receiver appointed of all or any part of its assets or undertaking.

7

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

18. TERMINATION

If at any given time one of the parties wished to voluntarily terminate this Agreement, it may do so only with the full and absolute agreement in writing of all parties, which agreement may be arbitrarily withheld.

19. FURTHER RIGHT OF FIRST REFUSAL

The parties agree that if any present shareholder of Polarchem or his legal heirs or successors desires to sell any interest in Polarchem or if Polarchem undertakes any sale of assets, reorganization or restructuring of its business, which would result in a change of control of Polarchem then AGT shall have a right of first refusal to purchase such securities, assets, or business as applicable, in whole or in part, on the same terms that the seller thereof would have received from an independent third party.

20. UNENFORCEABLE PROVISIONS

The illegality, invalidity or unenforceability of any part of this Agreement shall not affect the legality or validity of the remainder of the Agreement.

21. MODIFICATION

No modification or amendment of this Agreement shall be binding unless in writing signed by all parties.

22. NON-ASSIGNABILITY

This Agreement shall not be assignable either in whole or in part by any party without prior written consent of the other party.

23. WAIVERS

The failure on the part of any party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right to operate so as to bar the exercise of enforcement thereof at any time or times thereafter.

24. NOTICES

Any notice or other document to be given hereunder shall be given by one party to the other by sending the same by air mail post or commercial registered mail to the appropriate business address given above or to such other address as any party may communicate to the other parties from time to time.

8

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

25. GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed and interpreted in accordance with the laws of Arizona and any dispute arising shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules but the parties agree that Arizona shall have exclusive jurisdiction to entertain and determine all disputes, claims and arbitration whether for specific performance, injunction, declaration or otherwise howsoever both at law and in equity, arising out of or in any way connected with the construction, breach, alleged, threatened or anticipated breach of this Agreement and the parties agree to such jurisdiction to hear and determine all questions as to the validity, existence or enforceability thereof.

26. ENTIRE AGREEMENT

Save for any supplementary agreements, this Agreement embodies the entire understanding between the parties on the subject matter and all or any prior agreements relating thereto are hereby cancelled. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

27. COMPETITION BY EXISTING MANUFACTURERS

Polarchem agrees to secure, within 60 days of signing this Agreement, formal letters from KUBO and Majestic Polymers Limited confirming that they will not compete with AGT or sell or manufacture the Products in Territory or provide the Services within the Territory and Polarchem confirms that no other manufacturers associated with Polarchem exist that AGT would require protection from.

28. COUNTERPARTS

This Agreement may be executed in counterparts and the counterparts together shall constitute one and the same instrument, and any facsimile or scanned and emailed signature shall be taken as an original.

29. JOINT AND SEVERAL

The obligations of the entities comprising Polarchem and the obligations of the Polarchem Associates hereunder are both joint and several.

AS WITNESS the hands of the duly authorized representatives of the parties the day and year first above written.

POLARCHEM ASSOCIATED LIMITED
by its authorized signatory(ies):

/s/ David H. Idwal Jones

AMERICA GREENER TECHNOLOGIES CORPORATION
by its authorized signatory(ies):

/s/ Michael Boyko 2/12/2014

Michael Boyko, President & CEO 

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The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

SIGNED, SEALED AND DELIVERED by ULF TORE WALDEN in the presence of:

/s/ Jacques Chomick
Signature

Chomick, Jacques
Name

______________________________________________________
Address
______________________________________________________
Occupation )
)
)
)
)
)
)
)
)
)
)
)
)
)




/s/ Ulf Tore Walden ULF TORE WALDEN

SIGNED, SEALED AND DELIVERED by DAVID H. IDWAL JONES in the presence of:

/s/ R. Griffiths
Signature

R. Griffiths
Name
______________________________________________________
Address

______________________________________________________
Occupation )
)
)
)
)
)
)
)
)
)
)
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/s/ David H. Idwal Jones DAVID H. IDWAL JONES

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The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

SIGNED, SEALED AND DELIVERED by GEORGES BERBERAT in the presence of:

/s/ Yves Gut
Signature

Yves Gut
Name

______________________________________________________
Address

______________________________________________________
Occupation )
)
)
)
)
)
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/s/ Georges Berberat GEORGES BERBERAT

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The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.

SCHEDULE A

PRODUCTS AND SERVICES

The products covered by this Agreement are chemical compositions for combustion efficiency currently marketed by POLARCHEM under the trademark

“POLARCHEM”.

Further products will be included in the above definition by agreement in writing between the parties. 

The services covered by this Agreement include: 

As outlined in the body of this Agreement under section 12 Duties of Polarchem

End of Document.

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EX-10.6

Exhibit 10.6

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is effective as of this 20th day of December 2013 (the “Effective Date”) by and between America Greener Technologies Corporation (the “Company”) and PAN Consultants Ltd. (the “Consultant”). (Together the Company and the Consultant may be referred to herein as the “Parties”, and individually as a “Party”.)

Whereas, the Company is a privately held operating entity and desires to effect a merger, acquisition or other form of business combination with a publicly held “shell” company (a “Business Combination”) and;

Whereas, the Consultant has expertise in conducting due diligence investigations of potential candidates for a Business Combination and therefore the Company has asked the Consultant to provide it with due diligence assistance and related administrative services in connection with a Business Combination, in exchange for the consideration, and in accordance with the terms and conditions, set forth in this Agreement,

Now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Consultant hereby agree as follows:

1. Term. The term of this Agreement shall begin on the Effective Date and shall be for a period of six (6) months thereafter, or until the Company consummates a Business Combination, whichever period is shorter (the “Term”).

2. Obligations. The Consultant hereby agrees to assist the Company in its efforts to give effect to a Business Combination by performing due diligence assistance and related administrative services regarding potential candidates for a Business Combination submitted by the Company from time to time during the Term. It is understood and agreed that there shall be no limit on the number of potential candidates to be investigated by the Consultant.

3. Consulting Fee. In consideration of the services to be provided by the Consultant pursuant to this Agreement, the Company agrees as follows:

A) To pay the Consultant a fee (the “Consulting Fee”) of $ 100,000, payable in two (2) installments of $ 50,000 each, the first on January 2, 2014 and the second on February 1, 2014, via wire transfer to:

Bank:

ABA Routing Number:

Swift Code:

Account Name:

Account Number:

B) Should the Company consummate a Business Combination during the Term, the Consultant and/or its assignee (an “Assignee”) shall be entitled to purchase, simultaneous with the closing of the Business Combination, a total of 1,500,000 shares of common stock or 7.88%, whichever is greater, of the combined entity at par value or $ .001 per share, whichever is less.

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4. Expense Reimbursement. During the Term, the Company agrees to reimburse the Consultant for pre-approved ordinary, necessary and reasonable expenses incurred or expended by the Consultant in connection with the performance of its services under this Agreement, payable within ten (10) days after presentation by the Consultant of proper expense statements or vouchers, or such other supporting receipts and documentation as the Company may reasonably require.

5. Business Relationship. In furnishing services hereunder, the Consultant is acting as independent contractor in relation to the Company. Neither the Consultant on the one hand, nor the Company on the other hand, shall have the right to obligate or bind the other in any manner whatsoever or act in the name of the other, and nothing contained herein shall give, or is intended to give, any rights of any kind to any third person. The employees of one Party to this Agreement are not, shall not be deemed to be, and shall not hold themselves out as employees of the other Party to this Agreement. No agency, employment, partnership, joint venture, or other joint relationship is created by this Agreement.

6. Representations and Warranties. Each of the Parties hereby represents and warrants to the other the following: (i) each has full power and authority to execute this Agreement individually or on behalf of the entity he represents and to perform its obligations hereunder; (ii) this Agreement constitutes a valid and binding obligation of each, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy or insolvency laws or by equitable principles; (iii) each intends to be fully bound by the terms hereof; (iv) each has the unfettered right to enter into and perform this Agreement on the terms and subject to the conditions hereof; and (v) neither the execution and delivery of this Agreement nor the performance of any of the respective obligations hereunder constitute or will constitute a violation or breach of, or a default under, any agreement, arrangement or understanding, or any other restriction of any kind, to which such Party is a party or by which such Party is bound.

7. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the executors, administrators, successors and legal representatives of the Parties. The duties and obligations of the Consultant hereunder are personal and cannot be assigned, delegated or transferred without the express written consent of the Company. The Company’s rights, interests and obligations hereunder may not be assigned or transferred. The foregoing notwithstanding, the Consultant may, should it so desire, assign to an Assignee some or all of the shares to which it may become entitled pursuant to Section 3 herein.

2

  8. Notices. All notices or other communications to be made, given or furnished pursuant to or under this Agreement (each, a “Notice”) shall be in writing and shall be deemed given or furnished if addressed to the Party intended to receive the same at the address of such Party as set forth below (i) upon receipt when personally delivered at such address; (ii) four (4) business days after the same is deposited in the United States mail as first class registered or certified mail, return receipt requested, postage prepaid; (iii) one (1) business day following the date the Notice is sent via e-mail, provided that the sending Party receives electronic confirmation that delivery was successfully completed; or (iv) one (1) business day after the date of delivery of such Notice to a nationwide, reputable commercial courier service specifying next day delivery:

(a)	If to the Company:
	America Greener Technologies Corporation
	254 S. Mulberry Street, Suite 113
	Mesa, AZ 85202
	E Mail: m.boyko@americagreener.com

(b)	If to the Consultant:
	PAN Consultants Ltd.
	14 Prince Street, 3-E
	New York, NY 10012
	E Mail: p.niemetz@panconsultants.com

  9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law.

10. Enforceability. If any provision of this Agreement is found or declared by a court of competent jurisdiction to be void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect and the Parties shall endeavor in good faith to modify the void or unenforceable provision to carry out the original intent of the Parties in a legally enforceable manner.

11. Counterparts. This Agreement may be executed in counterparts, one by each Party, with the same effect as if all Parties hereto had signed the same document. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, 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. No Party hereto shall raise the use of a facsimile machine 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 as a defense to the formation of a contract and each such Party forever waives any such defense.

In Witness Whereof the Parties have executed and entered into this Agreement as of the date first above written.

America Greener Technologies Corporation		PAN Consultants Ltd.
By:	/s/ Michael C Boyko	By:	/s/ Philippe Niemetz
	Michael C. Boyko, CEO		Philippe Niemetz, CEO

3

EX-10.7

Exhibit 10.7

OSLER INCORPORATED

2014 EQUITY COMPENSATION PLAN

1.            Purpose.

               1.1          Purpose. The purpose of the Osler Incorporated 2014 Equity Compensation Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The types of long-term incentive Awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses.

2.            Definitions.

               2.1          Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

                              (a)               “Agreement” means the agreement between the Company and the Holder setting forth the terms and conditions of an Award under the Plan. Agreements shall be in the form(s) attached hereto.

                              (b)               “Award” means Stock Options, Restricted Stock and/or other Stock Based Awards awarded under the Plan.

                              (c)               “Board” means the Board of Directors of the Company.

                              (d)               “Code” means the Internal Revenue Code of 1986, as amended from time to time.

                              (e)               “Committee” means the Compensation Committee of the Board or any other committee of the Board that the Board may designate to administer the Plan or any portion thereof. If no Committee is so designated, then all references in this Plan to “Committee” shall mean the Board.

                              (f)               “Common Stock” means the common stock of the Company, $0.001 par value per share.

                              (g)               “Company” means Osler Incorporated, a corporation organized under the laws of the State of Nevada.

                              (h)               “Disability” means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.

                              (i)               “Effective Date” means the date set forth in Section 12.1, below.

                              (j)               “Fair Market Value”, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Common Stock is listed on a national securities exchange, the closing price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange (or on the last preceding trading date if such security was not traded on such date); (ii) if the Common Stock is not listed on a national securities exchange, but is traded in the over-the-counter market, the closing bid price for the Common Stock on such date, as reported by the OTC Bulletin Board or the OTC Markets Inc. or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine, in good faith.

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                              (k)               “Holder” means a person who has received an Award under the Plan.

                              (l)               “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

                              (m)               “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

                              (n)               “Normal Retirement” means retirement from active employment with the Company or any Subsidiary, other than for Cause or due to death or disability, of a Holder who; (i) has reached the age of 65; (ii) has reached the age of 62 and has completed five years of service with the Company; or (iii) has reached the age of 60 and has completed 10 years of service with the Company.

                              (o)               “Other Stock-Based Award” means an Award under Section 9, below, that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

                              (p)               “Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.

                              (q)               “Plan” means the Osler Incorporated 2014 Equity Compensation Plan, as hereinafter amended from time to time.

                              (r)               “Repurchase Value” shall mean the Fair Market Value in the event the Award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the Award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the Award.

                              (s)               “Restricted Stock” means Common Stock, received under an Award made pursuant to Section 8, below that is subject to restrictions under said Section 8.

                              (t)               “SAR Value” means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

                              (u)               “Stock Appreciation Right” means the right to receive from the Company, on surrender of all or part of the related Stock Option, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).

                              (v)               “Stock Option” or “Option” means any option to purchase shares of Common Stock that is granted pursuant to the Plan.

                              (w)               “Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.

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3.            Administration.

               3.1          Committee Membership. The Plan shall be administered by the Committee, the Board or a committee designated by the Board. Committee members shall serve for such term as the Board may in each case determine, and shall be subject to removal at any time by the Board. The Committee members, to the extent deemed to be appropriate by the Board, shall be “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and “outside directors” within the meaning of Section 162(m) of the Code. The Committee shall conduct itself in conformance with the provisions of the Compensation Committee Charter.

               3.2          Powers of Committee. The Committee shall have the authority and responsibility to recommend to the Board for approval, Awards for Board members, executive officers, non-executive employees and consultants of the Company, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):

                              (a)               to select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, and/or Other Stock-Based Awards may from time to time be awarded hereunder.

                              (b)               to determine the terms and conditions, not inconsistent with the terms of the Plan or requisite Board approval, of any Award granted hereunder including, but not limited to, number of shares, share exercise price or types of consideration paid upon exercise of Stock Options and the purchase price of Common Stock awarded under the Plan (including without limitation by a Holder’s conversion of deferred salary or other indebtedness of the Company to the Holder), such as other securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine;

                              (c)               to determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an Award granted hereunder;

                              (d)               to determine the terms and conditions under which Awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other equity awarded under this Plan and cash Awards made by the Company or any Subsidiary outside of this Plan; and

                              (e)               to determine the extent and circumstances under which Common Stock and other amounts payable with respect to an Award hereunder shall be deferred that may be either automatic or at the election of the Holder; and

3.3         Interpretation of Plan.

               3.1          Committee Authority. Subject to Section 11, below, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and to determine the form and substance of all Agreements relating thereto), and to otherwise supervise the administration of the Plan. Subject to Section 11, below, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion, subject to Board authorization if indicated, and shall be final and binding upon all persons, including the Company, its Subsidiaries and Holders.

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               3.2          Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options (including but limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.

4.            Stock Subject to Plan.

               4.1          Number of Shares. The total number of shares of Common Stock reserved and available for issuance under the Plan shall be three million (3,000,000) shares. Shares of Common Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number of shares of Common Stock available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with calendar year 2015, by an amount equal to one percent (1%) of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, but in no event shall any such annual increase exceed two hundred thousand (200,000) shares of Common Stock. If any share of Common Stock that have been granted pursuant to a Stock Option ceases to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock Award, or Other Stock-Based Award granted hereunder are forfeited or any such Award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and Awards under the Plan..

               4.2          Adjustment Upon Changes in Capitalization, Etc. In the event of any dividend (other than a cash dividend) payable on shares of Common Stock, stock split, reverse stock split, combination or exchange of shares, or other similar event (not addressed in Section 4.3, below) occurring after the grant of an Award, which results in a change in the shares of Common Stock of the Company as a whole, (i) the number of shares issuable in connection with any such Award and the purchase price thereof, if any, shall be proportionately adjusted to reflect the occurrence of any such event and (ii) the Committee shall determine whether such change requires an adjustment in the aggregate number of shares reserved for issuance under the Plan or to retain the number of shares reserved and available under the Plan in their sole discretion. Any adjustment required by this Section 4.2 shall be made by the Committee, in good faith, subject to Board authorization if indicated, whose determination will be final, binding and conclusive.

               4.3          Certain Mergers and Similar Transactions. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Awardees, (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Awardees. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Awardees as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Holder, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Holder. In the event such successor corporation (if any) refuses or otherwise declines to assume or substitute Awards, as provided above, (i) the vesting of any or all Awards granted pursuant to this Plan will accelerate immediately prior to the effective date of a transaction described in this Section 4.3 and (ii) any or all Options granted pursuant to this Plan will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee. Subject to any greater rights granted to Awardees under the foregoing provisions of this Section 4.3, in the event of the occurrence of any transaction described in this Section 4.3, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

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5.            Eligibility.

               Awards may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. No Incentive Stock Option shall be granted to any person who is not an employee of the Company or a Subsidiary at the time of grant. Notwithstanding anything to the contrary contained in the Plan, Awards covered or to be covered under a registration statement on Form S-8 may be made under the Plan only if (a) they are made to natural persons, (b) who provide bona fide services to the Company or its Subsidiaries, and (c) the services are not in connection with the offer and sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

6.            Stock Options.

               6.1          Grant and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options, which may be granted alone or in addition to other Awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Nonqualified Stock Option.

               6.2          Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:

                              (a)               Option Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (“10% Shareholder”).

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                              (b)               Exercise Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and may not be less than 100% of the Fair Market Value on the day of grant; provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder shall not be less than 110% of the Fair Market Value on the date of grant.

                              (c)               Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and as set forth in Section 10, below. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, i.e., that it vests over time, the Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee shall determine.

                              (d)               Method of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case; Stock Options may be exercised in whole or in part at any time during the term of the Option, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent Awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date prior to the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such shares shall be transferred to the Holder upon the exercise of the Option.

                              (e)               Transferability. Except as may be set forth in the Agreement, no Stock Option shall be transferable by the Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).

                              (f)               Termination by Reason of Death. If a Holder’s employment by the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

                              (g)               Termination by Reason of Disability. If a Holder’s employment by the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall there upon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify at the time of grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

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                              (h)               Other Termination. Subject to the provisions of Section 13, below, and unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, if a Holder is an employee of the Company or a Subsidiary at the time of grant and if such Holder’s employment by the Company or any Subsidiary terminates for any reason other than death or Disability, the Stock Option shall thereupon automatically terminate, except that if the Holder’s employment is terminated by the Company or a Subsidiary without cause or due to Normal Retirement, then the portion of such Stock Option that has vested on the date of termination of employment may be exercised for the lesser of three months after termination of employment or the balance of such Stock Option’s term.

                              (i)               Additional Incentive Stock Option Limitation. In the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiary) shall not exceed $100,000.

                              (j)               Buyout and Settlement Provisions. The Committee may at any time, subject to Board authorization, if indicated, offer to repurchase a Stock Option previously granted, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time that such offer is made.

7.           Stock Appreciation Rights.

               7.1          Grant and Exercise. The Committee, subject to Board authorization, if indicated, may grant Stock Appreciation Rights to participants who have been, or are being granted, Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the need to pay the exercise price in cash. In the case of a Nonqualified Stock Option, a Stock Appreciation Right may be granted either at or after the time of the grant of such Nonqualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock Option.

               7.2          Terms and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:

                              (a)               Exercisability. Stock Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject to the limitations, if any, imposed by the Code, with respect to related Incentive Stock Options.

                              (b)               Termination. A Stock Appreciation Right shall terminate and shall no longer be exercisable upon the termination or exercise of the related Stock Option.

                              (c)               Method of Exercise. Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement and by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.

                              (d)               Shares Affected Upon Plan. The granting of a Stock Appreciation Right shall not affect the number of shares of Common Stock available for Awards under the Plan. The number of shares available for Awards under the Plan will, however, may be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.

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8.            Restricted Stock.

               8.1          Grant. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee, subject to Board authorization, if indicated, shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such Awards may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

               8.2          Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions:

                              (a)               Certificates. Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the Agreement.

                              (b)               Rights of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) other than regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

                              (c)               Vesting; Forfeiture. Upon the expiration of the Restriction Period with respect to each Award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, subject to Section 10, below, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested, subject to Section 10, below. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.

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9.            Other Stock-Based Awards.

               Other Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, or other rights convertible into shares of Common Stock and Awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem with any other Awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.

10.         Accelerated Vesting and Exercisability.

               10.1        Non-Approved Transactions. If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other Awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and Awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and Awards on the terms set forth in this Plan and the respective agreements respecting such Stock Options and Awards.

               10.2        Approved Transactions. The Committee may, subject to Board authorization, if indicated, in the event of an acquisition of substantially all of the Company’s assets or at least 50% of the combined voting power of the Company’s then outstanding securities in one or more transactions (including by way of merger or reorganization) which has been approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options and other Awards granted and outstanding under the Plan, and (ii) require a Holder of any Award granted under this Plan to relinquish such Award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such Award.

11.         Amendment and Termination.

               The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s consent.

12.         Term of Plan.

               12.1        Effective Date. The Plan shall become effective at such time as the Plan is approved and adopted by the Company’s Board of Directors (the “Effective Date”), subject to the following provisions:

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                              (a)               to the extent that the Plan authorizes the Award of Incentive Stock Options, shareholder approval for the Plan shall be obtained within 12 months of the Effective Date; and

                              (b)               the failure to obtain shareholder for the Plan as contemplated by subparagraph (a) of this Section 12 shall not invalidate the Plan; provided, however, that (i) in the absence of such shareholder approval, Incentive Stock Options may not be awarded under the Plan and (ii) any Incentive Stock Options theretofore awarded under the Plan shall be converted into Non-Qualified Options upon terms and conditions determined by the Committee to reflect, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the Incentive Stock Options being so converted.

               12.2        Termination Date. Unless otherwise terminated by the Board, this Plan shall continue to remain effective until the earlier of ten (10) years from the Effective Date or such time as no further Awards may be granted and all Awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during the ten-year period following the Effective Date.

13.         General Provisions.

               13.1        Written Agreements. Each Award granted under the Plan shall be confirmed by, and shall be subject to the terms, of the Agreement executed by the Company and the Holder. The Committee may terminate any Award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.

               13.2        Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.

               13.3        Employees.

                              (a)               Engaging in Competition with the Company; Disclosure of Confidential Information. If a Holder’s employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within three months after the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or (ii) discloses to anyone outside the Company or uses any confidential information or material of the Company in violation of the Company’s policies or any agreement between the Holder and the Company, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any Award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

                              (b)               Termination for Cause. The Committee may, if a Holder’s employment with the Company or a Subsidiary is terminated for cause, annul any Award granted under this Plan to such employee and, in such event, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any Award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

                              (c)               No Right of Employment. Nothing contained in the Plan or in any Award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.

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               13.4.       Investment Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other Award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.

               13.5        Additional Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the Awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.

               13.6        Withholding Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect to any option or other Award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder from the Company or any Subsidiary.

               13.7        Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Nevada.

               13.8        Other Benefit Plans. Any Award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to Awards under this Plan).

               13.9        Non-Transferability. Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.

               13.10      Applicable Laws. The obligations of the Company with respect to all Stock Options and Awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act of 1933, as amended, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.

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               13.11      Conflicts. If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length therein.

               13.12      Non-Registered Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act of 1933, as amended, or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock on a national securities exchange or any other trading or quotation system.

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Plan Amendments

  Date
Approved by
Board Date Approved
by
Stockholders, if
necessary   Sections
Amended       Description of Amendment(s)

13

FORM OF OPTION AWARD AGREEMENT

OSLER INCORPORATED

254 South Mulberry Street

Suite 113

Meza, AZ 85202

[DATE]

_________________

_________________

_________________

Re:         Stock Option

Dear __________:

               We are pleased to advise you that, on [_______], the Board of Directors of Osler Incorporated (the “Company”) authorized the Award to you of an option to purchase [_______] shares of our common stock, par value $0.001 per share (the “Option”), upon the following terms and conditions:

1.            The Option is granted in accordance with and subject to the terms and conditions of the Company’s 2014 Equity Compensation Plan (the “Plan”).

2.            The Option is [an incentive] [non-qualified] stock option.

3.            The Option is exercisable commencing on [__________] and terminating at 5:00 pm New York time on [__________].

4.            The price at which the Option may be exercised is $[_____] per share.

5.            The Option is non-transferable and may be exercised, in whole or in part, during the exercise period, only by you, except that upon your death, the Option may be exercised strictly in accordance with the terms and conditions of the Plan.

6.            The exercise price and number of shares issuable upon exercise of the Option (the “Option Shares”) are subject to adjustment in accordance with the Plan in the event of stock splits, dividends, reorganizations and similar corporate events.

7.            If, neither the Option nor the Option Shares have been registered under the Securities Act of 1933, as amended (the “Act”), and the Option Shares may not be sold, assigned, pledged, transferred or otherwise disposed of absent registration under the Act or the availability of an applicable exemption from registration. All certificates evidencing the Option Shares will contain a legend describing this restriction on resale of the Option Shares. There is no assurance that there will be a public market into which you may sell the Option Shares or that you will be able to sell your Option Shares at a profit or at all.

8.            In order to exercise the Option, you must provide us with written notice that you are exercising all or a portion of your Option. The written notice must specify the number of Option Shares that you are exercising your Option for, and must be accompanied by the exercise price described in paragraph 4, above. Your Option Shares will be issued to you within approximately one week following our receipt of your exercise notice and cleared funds evidencing the exercise price.

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9.            No rights or privileges of a shareholder of the Company are conferred by reason of the grant of the Option to you. You will have no rights of a shareholder until you have delivered your exercise notice to us and we have received the exercise price of the Option in cleared funds.

               You understand that the Plan contains important information about your Option and your rights with respect to the Option. The Plan includes terms relating to your right to exercise the Option; important restrictions on your ability to transfer the Option or Option Shares; provisions relating to adjustments in the number of Option Shares and the exercise price; and early termination of the Option following the occurrence of certain events; including the termination of your relationship with us. By signing below, you acknowledge your receipt of a copy of the Plan. By acceptance of your Option, you agree to abide by the terms and conditions of the Plan.

10.         Our business is subject to many risks and uncertainties. We may never operate profitably. The exercise of your Option is a speculative investment and there is no assurance that you will realize a profit on the sale of Option Shares received upon exercise of your Option.

11.          The Option will become effective upon your acknowledgment of the terms and conditions of this Agreement and your delivery to us of a signed counterpart of this Agreement.

12.          This Agreement and Plan contain all of the terms and conditions of your Option and supersedes all prior agreements or understandings relating to your Option. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflicts of law provisions thereof.

13.          This Agreement may not be amended orally.

                                                                                                                                        Very truly yours,

                                                                                                                                        __________________________

                                                                                                                                        Chief Executive Officer

AGREED TO AND ACCEPTED THIS

_____ DAY OF ________ 20__

________________________________

(Signature)

_________________________________

(Print Name)

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EX-10.8

Exhibit 10.8

EX-10.9

Exhibit 10.9

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULES UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO AMERICA GREENER TECHNOLOGIES CORPORATION THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

3% CONVERTIBLE NOTE

$64,000.00 March 17, 2014

               FOR VALUE RECEIVED, the undersigned, AMERICA GREENER TECHNOLOGIES CORPORATION, an Arizona corporation (the “Company”), hereby promises to pay to the order of JAMES CORRIGAN (the “Noteholder”), in lawful money of the United States of America, and in immediately payable funds, the principal amount of Sixty-four thousand dollars ($64,000) on June 30, 2014 (the “Maturity Date”), together with interest on the unpaid principal balance hereof from the date of this Note at rate of 3% per annum, unless theretofore converted as set forth herein. This Note is being issued to evidence advances previously provided by the Noteholder to the Company.

               1.            Application of Payments. All payments received on account of this Note shall first be applied to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed. Payment of all amounts due hereunder shall be made at the address of the Noteholder as set forth herein.

               2.            Prepayment. This Note may be prepaid, in whole or in part, without penalty with five (5) days prior written notice to the Noteholder.

               3.            Conversion.

                              (a)          Conversion at the Option of the Holder. At any time prior to the Maturity Date, the outstanding principal amount of this Note, together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), is convertible at the option of the Holder in whole and not in part into shares of the Company’s common stock (the “Company Shares”) at a conversion price of $0.40 per share (the “Conversion Price”); provided, however, that should the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler Incorporated, a Nevada corporation (“Osler”) and the Company’s shareholders, this Note shall then become convertible into shares of the common stock of Osler (the “Osler Shares”) in lieu of Company Shares.

                              (b)          Conversion at the Option of the Company. At any time prior to the Maturity Date, the Outstanding Balance is convertible at the option of the Company in whole and not in part into Company Shares at the Conversion Price; provided, however, that should the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler and the Company’s shareholders, this Note shall then be convertible into Osler Shares in lieu of Company Shares.

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                              (c)          In order to convert the Outstanding Balance, the Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto as Exhibit A. Upon receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of Company Shares or Osler Shares, as the case may be, so purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.

                              (d)          In the event that the outstanding Company Shares or Osler Shares, as the case may be, is revised by recapitalization, reclassification, combination of shares, stock split or split-up or stock dividend, the aggregate number and kind of shares subject to conversion under this Note shall be adjusted proportionally, both as to the number of shares and the Conversion Price. No fractional shares will be issued upon conversion, but any fractional share will be rounded up to the nearest whole share.

               4.            Default. The occurrence of any one of the following events shall constitute an Event of Default upon notice thereof as hereinafter provided:

                              (a)          The non-payment, when due, of any principal or interest pursuant to this Note, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Noteholder to the Company of such failure;

                              (b)          The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for thirty (30) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for thirty (30) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

               Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable.

               5.            Notices. Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the parties set forth below

If to the Company:	254 South Mulberry Street
	Suite 113
	Meza, AZ  85202
	Attention: Chief Executive Officer
	Telecopier: (480) 664-4595
If to the Noteholder:	15572 Columbia Avenue
	White Rock, BC Canada V4B 1K6
	Telecopier: (604) 244-8902

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               These addresses may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

               6.            Governing Law. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.

               7.            Conformity with Law. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

               IN WITNESS WHEREOF, the Company has signed and sealed this Note and delivered as of the day and date first above written.

America Greener Technologies Corporation
By:	/s/ Michael C. Boyko
	Michael C. Boyko, Chief Executive Officer

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EXHIBIT A

FORM OF ELECTION TO CONVERT

               The undersigned, the holder of the attached Note, hereby irrevocably elects to exercise their right to convert the Note into shares as more fully described in the Note, and requests that the certificates for such securities be issued in the name of, and delivered to, ________________________, whose address is ___________________________________.

Dated:______________________, 2014	SIGNATURE:
	(Signature must conform in all respects to name
	of Noteholder as specified in the Note)
	(Insert Social Security or Federal Tax I.D.
	Number of Noteholder)

EX-10.10

Exhibit 10.10

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULES UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO AMERICA GREENER TECHNOLOGIES CORPORATION THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

3% CONVERTIBLE NOTE

$36,000.00 March 17, 2014

               FOR VALUE RECEIVED, the undersigned, AMERICA GREENER TECHNOLOGIES CORPORATION, an Arizona corporation (the “Company”), hereby promises to pay to the order of PACIFIC VENTURE MARKETING CORPORATION (the “Noteholder”), in lawful money of the United States of America, and in immediately payable funds, the principal amount of Thirty-six thousand dollars ($36,000) on June 30, 2014 (the “Maturity Date”), together with interest on the unpaid principal balance hereof from the date of this Note at rate of 3% per annum, unless theretofore converted as set forth herein. This Note is being issued to evidence advances previously provided by the Noteholder to the Company.

               1.            Application of Payments. All payments received on account of this Note shall first be applied to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed. Payment of all amounts due hereunder shall be made at the address of the Noteholder as set forth herein.

               2.            Prepayment. This Note may be prepaid, in whole or in part, without penalty with five (5) days prior written notice to the Noteholder.

               3.            Conversion.

                              (a)          Conversion at the Option of the Holder. At any time prior to the Maturity Date, the outstanding principal amount of this Note, together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), is convertible at the option of the Holder in whole and not in part into shares of the Company’s common stock (the “Company Shares”) at a conversion price of $0.40 per share (the “Conversion Price”); provided, however, that should the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler Incorporated, a Nevada corporation (“Osler”) and the Company’s shareholders, this Note shall then become convertible into shares of the common stock of Osler (the “Osler Shares”) in lieu of Company Shares.

                              (b)          Conversion at the Option of the Company. At any time prior to the Maturity Date, the Outstanding Balance is convertible at the option of the Company in whole and not in part into Company Shares at the Conversion Price; provided, however, that should the Company have closed the pending Share Exchange Agreement dated February 25, 2014 by and among the Company, Osler and the Company’s shareholders, this Note shall then be convertible into Osler Shares in lieu of Company Shares.

1

                              (c)          In order to convert the Outstanding Balance, the Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto as Exhibit A. Upon receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of Company Shares or Osler Shares, as the case may be, so purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.

                              (d)          In the event that the outstanding Company Shares or Osler Shares, as the case may be, is revised by recapitalization, reclassification, combination of shares, stock split or split-up or stock dividend, the aggregate number and kind of shares subject to conversion under this Note shall be adjusted proportionally, both as to the number of shares and the Conversion Price. No fractional shares will be issued upon conversion, but any fractional share will be rounded up to the nearest whole share.

               4.            Default.   The occurrence of any one of the following events shall constitute an Event of Default upon notice thereof as hereinafter provided:

                              (a)          The non-payment, when due, of any principal or interest pursuant to this Note, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Noteholder to the Company of such failure;

                              (b)          The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for thirty (30) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for thirty (30) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

               Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable.

               5.            Notices.   Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the parties set forth below

If to the Company:	254 South Mulberry Street
	Suite 113
	Meza, AZ 85202
	Attention: Chief Executive Officer
	Telecopier: (480) 664-4595
If to the Noteholder:	36 - 5531 Cornwall Drive
	Richmond, BC , Canada V7C 5N7
	Telecopier: (604) 278-3372

2

              These addresses may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

               6.            Governing Law. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.

               7.            Conformity with Law. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

               IN WITNESS WHEREOF, the Company has signed and sealed this Note and delivered as of the day and date first above written.

America Greener Technologies Corporation
By:	/s/ Michael C. Boyko
	Michael C. Boyko, Chief Executive Officer

3

EXHIBIT A

FORM OF ELECTION TO CONVERT

               The undersigned, the holder of the attached Note, hereby irrevocably elects to exercise their right to convert the Note into shares as more fully described in the Note, and requests that the certificates for such securities be issued in the name of, and delivered to, ________________________, whose address is ___________________________________.

Dated:______________________, 2014	SIGNATURE:
	(Signature must conform in all respects to name
	of Noteholder as specified in the Note)
	(Insert Social Security or Federal Tax I.D.
	Number of Noteholder)

EX-14.1

Exhibit 14.1

OSLER INCORPORATED

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Board of Directors on March 19, 2014)

Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all officers, directors and employees of Osler Incorporated, a Nevada corporation (the “Company”). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

2. Conflicts of Interest

A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, officer, directors or employees and/or their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.

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3. Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

4. Corporate Opportunities

Employees, officer and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company officer, director or employee, and/or family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

2

7. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

8. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.

9. Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

3

10. Protection and Proper Use of Company Assets

All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.

The obligation of officers, directors and employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11. Payments to Government Personnel

The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.

13. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

4

14. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:

● Make sure you have all the facts. In order to reach the right solution, we must be as fully informed as possible.

● Ask yourself, what specifically am I being asked to do – does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

● Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

● Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Keep in mind that it is your supervisor’s responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable binging the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.

● You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.

● Always ask first – act later. If you are unsure of what to do in any situation, seek guidance before your act.

5

CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND SENIOR FINANCIAL OFFICERS

OF OSLER INCORPORATED

Osler Incorporated, a Nevada corporation (the “Company”) has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The Chief Executive Officer (CEO) and senior financial officers of the Company, including its chief financial officer and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers of the Company are also subject to the following specific policies:

1.               The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.

2.               The CEO and each senior financial officer shall promptly bring to the attention of the Company’s Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

3.               The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4.               The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

5.               The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrence, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

EX-16.1

Exhibit 16.1

Thomas W. Klash, CPA

1909 Tyler Street, Suite 603

Hollywood, FL 33020

March 20, 2014

Osler Incorporated

154 South Mulberry Street

Suite 113

Mesa, AZ 85202

Re: Osler Incorporated (the “Company”)

Item 4.01 of the Current Report on Form 8-K dated March 19, 2014 (the “8-K”)

Gentlemen:

We were previously the independent registered public accounting firm for the Company and under the date of September 10, 2013, we reported on the financial statements of the Company as of June 30, 2013 and 2012 and for each of the two years ended June 30, 2014.

Effective March 19, 2014 we were dismissed as the Company’s independent registered public accounting firm. We have read the Company’s disclosures included in Item 4.01 “Changes in Registrant’s Certifying Accountant” appearing in the Company’s 8-K to be filed with the Securities and Exchange Commission and we agree with such statements as they pertain to Thomas W. Klash, CPA.

Sincerely,

/s/ Thomas W. Klash

 Thomas W. Klash, CPA

EX-99.1

Exhibit 99.1

AMERICA GREENER TECHNOLOGIES CORPORATION
FINANCIAL STATEMENTS
DECEMBER 31, 2013

AMERICA GREENER TECHNOLOGIES CORPORATION

FINANCIAL STATEMENTS

DECEMBER 31, 2013

CONTENTS

Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets - As of December 31, 2013 and 2012	F-3
Statement of Operations -
For the Year Ended December 31, 2013, and for the Period from February 14, 2012 (Inception) to December 31, 2012	F-4
Statement of Changes in Stockholder’s Equity (Deficit) -
For the Year Ended December 31, 2013 and for the Period from February 14, 2012 (Inception) to December 31, 2012	F-5
Statement of Cash Flows –
For the Year Ended December 31, 2013 and for the Period from February 14, 2012 (Inception) to December 31, 2012	F-6
Notes to Financial Statements	F-7 to F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Board of Directors

America Greener Technologies Corporation

We have audited the accompanying balance sheets of America Greener Technologies Corporation as of December 31, 2013 and 2012 and the related statements of operations and changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2013 and for the period from February 14, 2012 (Inception) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of America Greener Technologies Corporation as of December 31, 2013 and 2012 and the results of their operations and their cash flows for the year ended December 31, 2013 and for the period from February 14, 2012 (Inception) to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses of $842,356 and $201,174 for the year ended December 31, 2013 and for the period from February 14, 2012 (Inception) to December 31, 2012, respectively and the Company had cash used in operations of $849,997 and $293,894 for the year ended December 31, 2013 and for the period from February 14, 2012 (Inception) to December 31, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ D’Arelli Pruzansky, P.A.

Certified Public Accountants

Boca Raton, Florida

March 4, 2014

F-2

AMERICA GREENER TECHNOLOGIES CORPORATION

BALANCE SHEETS

	December 31,
	2013			2012
ASSETS
Current assets:
Cash		15,006			16,094
Inventory		132,889			87,370
Prepaid expenses and other current assets		10,028			6,619
Total current assets		157,923			110,083
Other assets:
Property and equipment, net		31,510			15,928
Trademark		1,601			1,601
Total other assets		33,111			17,529
Total assets		191,034			127,612
LIABILITIES AND STOCKHOLDER’S  EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		33,302			—
Due to related party		—			328,785
Total current liabilities		33,302			328,785
Stockholder’s equity (deficit):
Common stock, no par value, 15,000,000 shares authorized: 8,000,000 shares and 8,000,000 shares  issued and outstanding  at December 31, 2013 and 2012, respectively		1			1
Additional paid in capital		1,201,261			—
Accumulated  deficit		(1,043,530	)		(201,174	)
Total stockholder’s equity (deficit)		157,732			(201,173	)
Total liabilities and stockholder’s equity (deficit)		191,034			127,612

See accompanying notes to financial statements.

F-3

AMERICA GREENER TECHNOLOGIES CORPORATION

STATEMENTS OF OPERATIONS

				FOR THE PERIOD FROM
	FOR THE YEAR ENDED			FEBRUARY 14, 2012 (INCEPTION) TO
	DECEMBER 31, 2013			DECEMBER 31, 2012
Net revenues	$	—		$	—
Operating expenses:
Depreciation		7,985			1,329
Marketing, selling and advertising expenses		116,545			12,945
Compensation expense		24,155			—
Professional fees		22,729			239
Consulting fees		458,076			91,927
General and administrative		212,866			94,734
Total operating expenses		842,356			201,174
Loss from operations		(842,356	)		(201,174	)
Provision for income taxes		—			—
Net loss		(842,356	)		(201,174	)
WEIGHTED AVERAGE COMMON SHARES
Basic and Diluted		8,000,000			8,000,000
NET LOSS PER COMMON SHARE:
OUTSTANDING - Basic and Diluted		(0.11	)		(0.03	)

See accompanying notes to financial statements.

F-4

AMERICA GREENER TECHNOLOGIES CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIOD FROM FEBRUARY 14, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND

FOR YEAR ENDED DECEMBER 31, 2013 

	Common Stock				Additional							Total
	No Par Value				Paid-in		Accumulated			Subscription		Stockholder’s
	Shares		Amount		Capital		Deficit			receivable		Equity (Deficit)
Balance at February 14, 2012 (Inception)	$	—	$	—	$	—	$	—		$	—	$	—
Issuance of common stock to parent company		8,000,000		1		—		—			—		1
Net loss for the period		—		—		—		(201,174	)		—		(201,174	)
Balance at December 31, 2012		8,000,000		1		—		(201,174	)		—		(201,173	)
Stockholder’s capital contribution		—		—		1,201,261		—			—		1,201,261
Net loss for the year ended December 31, 2013		—		—		—		(842,356	)		—		(842,356	)
Balance at December 31, 2013		8,000,000		1		1,201,261		(1,043,530	)		—		157,732

See accompanying notes to financial statements.

F-5

AMERICA GREENER TECHNOLOGIES CORPORATION

STATEMENTS OF CASH FLOWS

				FOR THE PERIOD FROM
	FOR THE YEAR ENDED			FEBRUARY 14, 2012 (INCEPTION) TO
	DECEMBER 31, 2013			DECEMBER 31, 2012
Cash flows from operating activities:
Net loss	$	(842,356	)	$	(201,174	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		7,985			1,329
Changes in operating assets and liabilities
Inventory		(45,519	)		(87,370	)
Prepaid expenses and other current assets		(3,409	)		(6,619	)
Accounts payable and accrued liabilities		33,302			—
Net cash used in operating activities		(849,997	)		(293,834	)
Cash flows from investing activities:
Capitalized cost of trademark		—			(1,601	)
Purchase of property and equipment		(23,567	)		(17,257	)
Net cash used in investing activities		(23,567	)		(18,858	)
Cash flows from financing activities:
Proceeds from related party advances		872,476			328,785
Proceeds from issuance of common stock		—			1
Net cash provided by financing activities		872,476			328,786
Net  (decrease) increase in cash		(1,088	)		16,094
Cash at beginning of year		16,094			—
Cash at end of year	$	15,006		$	16,094
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contributed capital in connection with the forgiveness of related party advances	$	1,201,261		$	—

See accompanying notes to financial statements. 

F-6

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

America Greener Technologies Corporation (the “Company”) was incorporated in the State of Arizona on February 14, 2012. The Company’s principal business is focused on marketing and selling Polarchem’s proprietary technology solutions in North America. The Company has a license agreement with Polarchem, a related party, to sell Polarchem’s products (see Note 6 and 7). The Company’s primary product is AGT Polarchem chemistry that allows online cleaning of boiler tube and heat transfer surfaces to provide boiler optimization and combustion efficiency to a wide variety of customers including coal fired power plants, petroleum refineries, waste to energy facilities, biomass combustion processes, incinerators, fuel oil burners, naval vessels and other similar combustion processes. The Company was formed originally as a subsidiary of America Greener Technologies Corporation, a British Columbia company (“AGT Canada”).

Basis of presentation and going concern

The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). 

As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $842,356 and $849,997, respectively, for the year ended December 31, 2013. Additionally the Company has accumulated deficit of $1,043,530 at December 31, 2013. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax assets and the useful life of property and equipment.

Cash and cash equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2013, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Inventory

Inventory, consisting of finished goods related to the Company’s products are stated at the lower of cost or market utilizing the first-in, first-out method.

Prepaid expenses and other current assets

Prepaid expenses and other current assets of $10,028 and $6,619 at December 31, 2013 and 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses include prepayments in cash for rent and prepaid insurance which are being amortized over the terms of their respective agreements.

F-7

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value measurements and fair value of financial instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

● Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and

● Level 3—Unobservable inputs that are supported by little or no market activity that is significant to the fair value of assets or liabilities.

The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the Statement of Operations.

Trademark

Legal costs associated with serving and protecting trademark are being capitalized. During the period from February 14, 2012 (inception) to December 31, 2012, the Company filed a trademark for its company logo. In accordance with Accounting Standards related to “Goodwill and Other Intangible Assets”, the Company does not amortize its trademark determined to have an indefinite useful life. Instead, the Company assesses its indefinite-life trademark for impairment annually and when circumstances indicate that the carrying value may not be recoverable.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the year ended December 31, 2013 and for the period from February 14, 2012 (inception) to December 31, 2012.

Revenue recognition

The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

F-8

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following policies reflect specific criteria for the various revenues streams of the Company:

Revenue from the sale of the Company’s Polarchem’s solution and products are recognized upon shipment or delivery to the customers.

Revenue for equipment installation is recognized upon completion of the installation services.

Revenue for services performed such as consulting and optimization services are recognized when services have been rendered.

Major suppliers

The Company purchases substantially all of its products from Polarchem which has manufacturing companies located in India and the UK (see Note 6 and 7). For the year ended December 31, 2013, the Company purchased 100% of its products from the UK. For the period from February 14, 2012 (inception) to December 31, 2012, the Company purchased 50% of its products from India and 50% from the UK.

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, some positions taken may be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The Company has filed its 2012 income tax return which remains subject to IRS examination.

Stock-based compensation

The Company accounts for stock-based instruments granted to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to estimate and recognize the grant-date fair value of stock based awards issued to employees and directors. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. There were no options outstanding as of December 31, 2013 and 2012. The Company accounts for non-employee stock-based awards in accordance with the measurement and recognition criteria under ASC Topic 505-50.

Marketing, selling and advertising

Marketing, selling and advertising are expensed as incurred. For the year ended December 31, 2013 and for the period from February 14, 2012 (inception) to December 31, 2012, such expenses were $116,545 and 12,945, respectively.

Net loss per share of common stock

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2013 and 2012, the Company did not have any potentially dilutive securities outstanding.

Recent accounting pronouncements

Accounting standards which were not effective until after December 31, 2013 are not expected to have a material impact on the Company’s financial position or results of operations.

F-9

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 2 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated life	December 31, 2013			December 31, 2012
Demonstration equipment	5 years		35,266			12,600
Furniture and fixtures	5 years		4,657			4,657
Warehouse equipment	5 years		900			—
Less:Accumulated depreciation			(9,313	)		(1,329	)
		$	31,510		$	15,928

For the year ended December 31, 2013 and for the period from February 14, 2012 (inception) to December 31, 2012, depreciation expense amounted to $7,985 and $1,329, respectively.

NOTE 3 – RELATED PARTY TRANSACTIONS

Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.

From time to time, the Company’s parent company, AGT Canada, provided advances to the Company for working capital purposes. For the period from February 14, 2012 (inception) to December 31, 2012, AGT Canada provided advances amounting to $328,785. At December 31, 2012, the Company had a payable to AGT Canada of $328,785. The advances were due on demand and interest free.

During fiscal year 2013, AGT Canada provided additional advances amounting to $872,476 for working capital purposes. During the year ended December 31, 2013, AGT Canada waived the payment of such advances which totaled to $1,201,261 and accordingly reclassified the forgiveness of related party advances to additional paid in capital as stockholder’s capital contribution, leaving a balance of $0 at December 31, 2013.

Through the Company’s parent, AGT Canada, the Company entered into a general agreement and contract dated in November 2011 with Polarchem. The owners of Polarchem are shareholders of AGT Canada. In February 2014, the Company entered into a 30 year license agreement with Polarchem which superseded such agreement with AGT Canada (see Note 7). The Company purchased inventories and products from Polarchem totaling approximately $64,000 and $87,000 during the year ended December 31, 2013 and for the period from February 14, 2012 (inception) to December 31, 2012, respectively.

In January 2013, the Company entered into three independent contractor agreements with Mr. Michael Boyko, the Company’s Chief Executive Officer, Energistics Consulting, LLC, a company owned by the Company’s Chief Operating Officer and Mr. James Mack (see Note 6).

NOTE 4 – STOCKHOLDER’S EQUITY (DEFICIT)

The Company was authorized to issue up to 1,000,000 shares of common stock, no par value per share. On January 30, 2014, the board of directors of the Company authorized to increase the number of authorized shares of the Company from 1,000,000 to 15,000,000 shares of common stock. Additionally, the board of directors of the Company declared an 8 for 1 forward split of the outstanding common stock in which every one share of the Company’s common stock is converted into 8 shares of the Company’s common stock. All share and per share information contained in this report gives retroactive effect to the 8 for 1 stock split of the Company’s outstanding common stock. As of December 31, 2013 and 2012, the Company had 8,000,000 shares outstanding common stock.

On February 14, 2012, the Company issued 8,000,000 shares of its common stock to the Company’s parent company, AGT Canada, for a purchase price of $1.

F-10

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 5 – INCOME TAXES

The Company has incurred aggregate net operating losses of approximately $1,044,000 for income tax purposes for the periods ended December 31, 2013 and 2012. The net operating loss can be carried forward to reduce future years’ taxable income and will expire, if not utilized, through 2033. Management believes that the realization of the benefits from these losses is not more likely than not to occur due to the Company’s limited operating history and continuing losses. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended:

	December 31, 2013			December 31, 2012
U.S “expected” income tax	$	(295,000	)	$	(70,000	)
State income taxes, net of benefit		(39,000	)		(9,000	)
Change in valuation allowance		334,000			79,000
Total provision for income taxes	$	—		$	—

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:

	December 31, 2013			December 31, 2012
Deferred tax assets:
Net operating loss carryover	$	413,000		$	79,000
Less: valuation allowance		(413,000	)		(79,000	)
Net deferred tax asset	$	—		$	—

After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2013, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $334,000. Management does not believe that any uncertain tax positions have been taken in its 2012 tax return or will be taken in its 2013 tax return.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Consulting agreements

In January 2013, the Company entered into three independent contractor agreements with Mr. Michael Boyko, the Company’s Chief Executive Officer, Energistics Consulting, LLC, a company owned by the Company’s Chief Operating Officer, and Mr. James Mack. As compensation for their services per the terms of their respective agreements, the Company pays fees to i) Mr. Boyko of $10,000 per month ii) Energistics Consulting, LLC of $8,000 per month and iii) Mr. Mack of $4,000 per month. Additionally, the Company pays reimbursement for out of pocket travel expenses. These agreements contain customary confidentiality provisions and may be terminated by either party upon 30 days notice. In March 2014, following the closing of the Share Exchange Agreement, Mr. James Mack was appointed to be a member of the board of directors of Osler (see Note 7).

In December 2013, the Company entered into a consulting agreement with a consulting company to provide due diligence and advisory services in connection with merger, acquisition or other forms of business combination matters. The term of this agreement shall be for a period of the earlier of six months from the date of this agreement or until the Company consummated a business combination, whichever is earlier. The Company shall pay the consultant a fee of $100,000, payable in two (2) installments of $ 50,000 each in January 2014 and February 2014. Additionally, if the Company consummates a business combination during the term of this agreement, the consultant shall be entitled to purchase a total of 1,500,000 shares of the common stock, or 7.88%, whichever is greater, of the combined entity at par value or $0.001 per share, whichever is less.

F-11

AMERICA GREENER TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 6 – COMMITMENTS AND CONTINGENCIES (continued)

General agreement

In November 2011, AGT Canada, the Company’s parent, entered into a general agreement and contract (the “Original Agreement”) with Polarchem Associated Limited, Polarchem International Limited and the shareholders of those companies (collectively the “Polarchem”). The Company was formed to market and sell Polarchem’s proprietary technology solutions in North America under the terms of this agreement. AGT Canada agreed to act for Polarchem as its exclusive sales and service distributors in the United States, Canada and Mexico. In February 2014, the Company entered into a 30 year license agreement with Polarchem which superseded the Original Agreement with AGT Canada (see Note 7).

Operating lease

A lease agreement was signed for office and warehousing space consisting of approximately 5,000 square feet located in Mesa, Arizona with an initial term commencing on March 1, 2012 and expiring on March 1, 2015. The lease requires the Company to pay a monthly base rent of $2,900 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on March 1, 2013 as defined in the lease agreement. Future minimum rental payments required under this operating lease are as follows:

	Total		1 year		1-3 years		3-5 years		5+ years
Operating lease	$	45,900	$	39,300	$	6,600	$	—		—
Total	$	45,900	$	39,300	$	6,600	$	—	$	—

Rent expense was $40,312 and $21,830 for the year ended December 31, 2013 and the period from February 14, 2012 (inception) to December 31, 2012, respectively.

NOTE 7 – SUBSEQUENT EVENTS

In February 2014 the Company entered into a 30 year license agreement with Polarchem Associated Limited, Polarchem International Limited and the shareholders of those companies granting the Company exclusive rights to the proprietary technology in the United States, Canada and Mexico (the “Territory”) which superseded the Original Agreement dated in November 2011 between AGT Canada and Polarchem (see Note 6). Such license agreement grants the Company the exclusive rights to use Polarchem’s licensed marks, to manufacture and sell their products and to provide the services within the Territory. The Company has been granted the right of first refusal to acquire all the assets of Polarchem as defined in the license agreement.

In February 2014 AGT Canada distributed the shares of the Company to its shareholders and thereafter the Company was no longer a subsidiary of AGT Canada.

On February 25, 2014, the Company entered into a Share Exchange Agreement with Osler Incorporated (“Osler”), a publicly held inactive company, and the shareholders of the Company whereby Osler agreed to acquire all of the issued and outstanding capital stock of the Company in exchange for 15,000,000 shares of Osler’s common stock. The Company expects that this transaction will close in March 2014 and the Company will become a wholly-owned subsidiary of Osler. At closing, Osler shall issue 15,000,000 shares of its common stock to the Company’s shareholders, since the shareholders of the Company will obtain approximately 86% voting control and management control of Osler, the transaction shall be accounted for as a reverse acquisition and recapitalization of the Company whereby the Company is considered the acquirer for accounting purposes. The financial statements after the acquisition will include the balance sheets of both companies at historical cost, the historical results of the Company and the results of Osler from the acquisition date.

F-12

EX-99.2

Exhibit 99.2

OSLER INCORPORATED

PRO FORMA COMBINED FINANCIAL INFORMATION

(UNAUDITED)

OSLER INCORPORATED

Index to Unaudited Pro Forma Combined Financial Information

	Pages
Introduction to Unaudited Pro Forma Combined Financial Information	2
Unaudited Pro Forma Combined Balance Sheet	3
Notes to Unaudited Pro Forma Combined Balance Sheet	4

1

OSLER INCORPORATED

Introduction to Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of our merger with America Greener Technologies Corporation.

On February 25, 2014 Osler Incorporated (the “Company”) entered into a Share Exchange Agreement with America Greener Technologies Corporation ®, an Arizona corporation (“AGT”) and the shareholders of AGT whereby the Company agreed to acquire all of the issued and outstanding capital stock of AGT in exchange for 15,000,000 shares of the Company’s common stock. On March 19, 2014 the transaction closed and AGT is now a wholly-owned subsidiary of the Company. At closing, the Company issued 15,000,000 shares of the Company’s common stock to the former AGT shareholders who obtained 86% voting control and management control of the Company. The transaction was accounted for as a reverse acquisition and recapitalization of AGT whereby AGT is considered the acquirer for accounting purposes. The financial statements after the acquisition will include the balance sheets of both companies at historical cost, the historical results of AGT and the results of the Company from the acquisition date.

Upon the closing of the transaction, the Company’s sole officer and director resigned and a new board of directors and new officers were appointed which consists of Michael C. Boyko, Ricardo A. Barbosa and James Mack. Following the closing, Mr. Boyko was also appointed as Chief Executive Officer and President of the Company and Mr. Barbosa was appointed our Chief Operating Officer and Secretary of the Company.

In a separate transaction, on March 21, 2014 the Company sold 1,500,000 shares of the Company’s common stock at a purchase price of $0.001 per share to two accredited investors. This transaction was partial compensation for services to AGT pursuant to the term and conditions of a Consulting Agreement entered into with PAN Consultants Ltd. by AGT in December 2013.

The unaudited pro forma combined financial information assumes the Share Exchange Agreement was consummated as of December 31, 2013. The financial statements of the Company included in the following unaudited pro forma combined financial information are derived from the unaudited financial statements of the Company for the period ended December 31, 2013 contained on Form 10-Q as filed with the Securities and Exchange Commission. The financial statements of AGT, included in the following unaudited pro forma combined financial information are derived from the audited  financial statements for the year ended December 31, 2013 contained elsewhere in the Form 8-K. The unaudited pro forma combined balance sheet is prepared as though the transactions occurred at the close of business on December 31, 2013.

The information presented in the unaudited pro forma combined financial information does not purport to represent what our financial position would have been had the Share Exchange Agreement occurred as of the dates indicated, nor is it indicative of our future financial position 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 consolidated or the future results that the consolidated company will experience after the Share Exchange Agreement Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances. The unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company.

2

OSLER INCORPORATED

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

				America Greener
	Osler Incorporated			Technologies Corporation
	December 31,			December 31,
	2013			2013			Pro Forma Adjustments					Pro Forma
		Historical			Historical			Dr			Cr.	Balances
		( see Note)			( see Note)								(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	650		$	15,006	(b)	$	1,500				$	17,156
Inventory		—			132,889			—			—		132,889
Prepaid expenses and other current assets		—			10,028			—			—		10,028
Total Current Assets		650			157,923			1,500			—		160,073
Other assets:
Property and equipment, net		—			31,510			—			—		31,510
Trademark		—			1,601			—			—		1,601
Total other assets		—			33,111			—			—		33,111
Total Assets	$	650		$	191,034		$	1,500		$	—	$	193,184
LIABILITIES AND STOCKHOLDERS’  EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	13,136		$	33,302		$	—		$	—	$	46,438
Due to related party		—			—						—		—
Total Current Liabilities		13,136			33,302			—			—		46,438
STOCKHOLDERS’  EQUITY (DEFICIT)  :
Preferred stock $0.001 par value; 5,000,000 shares authorized;  none issued and outstanding		—			—			—			—		—
Common stock ($0.001 par value; 75,000,000 shares authorized; 2,505,014 shares issued and outstanding prior to merger; $0.001 par value; 75,000,000 shares authorized;  19,005,014 issued and outstanding after the merger)		2,505			1	(a)		1	(a)(b)		16,500		19,005
Additional paid-in capital		191,306			1,201,261	(a)		221,296					1,171,271
Accumulated deficit		(206,297	)		(1,043,530	)			(a)		206,297		(1,043,530)
Total Stockholders’  Equity (Deficit)		(12,486	)		157,732			221,297			222,797		146,746
Total Liabilities and Stockholders’  Equity (Deficit)	$	650		$	191,034		$	221,297		$	222,797	$	193,184

See accompanying notes to unaudited pro forma combined financial statements.

3

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

Unaudited pro forma adjustments reflect the following transaction:

a)
Common stock, at par – AGT	1
Additional paid in capital	221,296
Common stock, at par		15,000
Accumulated deficit		206,297
To recapitalize for the Share Exchange Agreement. On February 25, 2014 the Company entered into a Share Exchange Agreement with AGT and the shareholders of AGT whereby the Company agreed to acquire all of the issued and outstanding capital stock of AGT in exchange for 15,000,000 shares of the Company’s common stock.
b)
Cash	1,500
Common stock, at par		1,500
In a separate transaction, on March 21, 2014 the Company sold 1,500,000 shares of the Company’s common stock at a purchase price of $0.001 per share to two accredited investors.

4