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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the Date of Report (Date of earliest event
reported): July 23, 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
SECURITIES EXCHANGE ACT OF 1934
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(Exact Name of Registrant as Specified in
Charter)
Nevada |
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98-0568076 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
Unit 603, Malaysia Building, |
n/a |
(Address of principal executive offices) |
(Zip code) |
Registrant's telephone number, including area code: |
+618 7123-2313 |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
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ITEM 5.01 |
CHANGES IN CONTROL OF REGISTRANT. |
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ITEM 5.02 |
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
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ITEM 9.01 |
EXHIBITS. |
(d) |
Exhibits. |
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Description |
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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. |
/s/ Robert M. Price |
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By: Robert M. Price Chief Executive Officer |
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Dated: July 27, 2010 |
EXHIBIT 10.1 |
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(g) |
"CDVV Bank Accounts" means all of the bank accounts, lock boxes and safety deposit boxes of CDVV and its subsidiary or relating to the CDVV Business. |
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(r) |
"CDVV Material Contracts" means the burden and benefit of and the right, title and interest of CDVV and its subsidiary in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which CDVV or its subsidiary are entitled whereunder CDVV or its subsidiary are obligated to pay or entitled to receive the sum of $750 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice; and |
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ARTICLE 2 PURCHASE AND SALE |
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ARTICLE 3 SELLERS' REPRESENTATIONS AND WARRANTIES |
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The Seller |
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CDVV - Corporate Status and Capacity |
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CDVV - Capitalization |
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CDVV - Records and Financial Statements |
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(f) |
CDVV Bank Accounts. All of the CDVV Bank Accounts, their location, numbers and the authorized signatories thereto shall be furnished prior to closing; |
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(v) |
CDVV has not waived or surrendered any right of material value, |
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CDVV - Income Tax Matters |
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CDVV - Applicable Laws and Legal Matters |
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(c) |
Pending or Threatened Litigation. There is no litigation or administrative or governmental proceeding pending or threatened against or relating to CDVV, its subsidiary, the CDVV Business, or any of the CDVV Assets nor does CDVV have any knowledge after due investigation of any deliberate act or omission of CDVV or its subsidiary that would form any basis for any such action or proceeding; |
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Execution and Performance of Agreement |
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(vi) |
violate any court order or decree to which either CDVV or its subsidiary are subject; |
CDVV Assets - Ownership and Condition |
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CDVV Assets - CDVV Equipment |
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CDVV Assets - CDVV Goodwill and Other Assets |
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CDVV Business |
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CDVV - Shares |
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ARTICLE 6 CONDITIONS PRECEDENT |
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6.2 |
Waiver by CDVV and the Shareholder. The conditions precedent set out in the preceding section are inserted for the exclusive benefit of CDVV and the Shareholder and any such condition may be waived in whole or in part by CDVV and the Shareholder at or prior to Closing by delivering to the Buyer a written waiver to that effect signed by CDVV and the Shareholder, as the case may be. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, the Shareholder shall be released from all obligations under this Agreement. |
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6.4 |
Waiver by the Buyer. The conditions precedent set out in the preceding section are inserted for the exclusive benefit of the Buyer and any such condition may be waived in whole or in part by the Buyer at or prior to the Closing by delivering to CDVV and Shareholder a written waiver to that effect signed by the Buyer. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing the Buyer shall be released from all obligations under this Agreement. |
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ARTICLE 7 CLOSING |
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(a) |
this Agreement, duly executed by the Shareholder; |
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ARTICLE 8 POST-CLOSING MATTERS |
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ARTICLE 9 GENERAL PROVISIONS |
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9.2 |
Addresses for Service. The address for service of notice of each of the parties hereto is as follows: |
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78 Des Voeux Rd Central, Hong Kong |
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9.9 |
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to agreements made and to be performed entirely within such State. The parties agree to be subject to the exclusive jurisdiction and venue of the state and federal courts located in the state of Maryland. |
[Remainder of page intentionally left blank.] |
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written. |
Seller's Representative: _____________________ Bing HE, on behalf of Sellers Buyer: _____________________ Representative, on behalf of CANTON INVESTMENTS LTD. Escrow Agent: ____________________ David E. Price, Esq. |
SCHEDULE A |
Schedule of Shareholders |
Shareholder Name |
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Wireless One International Limited | 2,000,000 |
He Bing | 8,700,000 |
He Ning | 800,000 |
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Total | 11,500,000 |