8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 17, 2013

One2One Living Corporation

 (Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-54024

(Commission File Number)

20-4281128

 (IRS Employer Identification No.)

3585 North Courtenay Parkway, Suite 5

Merritt Island, Florida 32953

 (Address of principal executive offices)(Zip Code)

(877) 407-9797

Registrant’s telephone number, including area code

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))

Item 1.01 Entry into a Material Definitive Agreement

One June 17, 2013, One2One Living Corporation, a Nevada corporation (the “Company”), One2One Living Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“One2One Florida”), and Mary Spio, President and Chief Executive Officer of the Company, have entered into an Amended and Restated Lockup and Shareholder Agreement dated June 14, 2013.  Under the  Amended and Restated Lockup and Shareholder Agreement Ms. Spio has agreed to not sell, assign, transfer, pledge, hypothecate or otherwise dispose of or transfer any of her Series A Preferred Stock or Series B Preferred Stock, or their respective underlying shares of common stock, Ms. Spio received from the Company until December 31, 2013.

On December 31, 2012, the Company completed a reverse acquisition transaction through a reverse-triangular merger (the “Merger”) with One2One Florida whereby we issued 100 shares of Series A Preferred Stock and 34,000,000 shares of Series B Preferred Stock of the Company and in consideration for all the issued and outstanding shares in One2One Florida.  Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company.  Ms. Spio is the beneficial holder of 152,031,100 shares, or 71.4%, of the common stock of the Company, all but 100 shares of which are held derivatively in the form of Series B Preferred Stock.

The Amended and Restated Lockup and Shareholder Agreement makes two principal changes to that certain Lockup and Shareholder Agreement dated December 12, 2012, also by and among the Company, One2One Florida and Ms. Spio.  First, the terms and conditions in the Lockup and Shareholder Agreement are extended from June 12, 2013 until December 31, 2013. Second, the Company has agreed to not register any shares of common stock or any other security of the Company or One2One Florida under Section 5 of the Securities Act, make any offering of securities of the Company or One2One Florida under or pursuant to Regulations A or E of the Securities Act, or directly or indirectly make or effect sales of securities of the Company or One2One Florida on any exchange or securities market not inside of the United States.

The material terms of the Amended and Stated Lockup and Shareholder Agreement are summarized as follows.  So long as any shares of common stock of the Company issued and outstanding on June 10, 2013, are held by such holder of common stock prior to December 31, 2013, the Company or One2One Florida shall not, without first obtaining the approval (by vote or written consent, as provided by law) of such of common stock of the Company on June 10, 2013:

(a)   amend the Company’s or One2One Florida’s Articles of Incorporation or Bylaws;

(b)   change or modify the rights, preferences or other terms of the any securities of the Company  or One2One Florida, or increase or decrease the number of authorized shares of the Company’s or One2One Florida’s securities;

(c)   effect any forward split any issued or outstanding securities of the Parent or the Company or otherwise reclassify or recapitalize any outstanding equity securities or reverse split of any issued or outstanding securities of the Company  or One2One Florida or otherwise reclassify or recapitalize any outstanding equity securities by a ratio of more than 2-for-1 or otherwise reorganize itself or its securities so that the number issued and outstanding shares of common stock of the Company held by non-affiliates of the Company is reduced by more than 50 percent from the date hereof;

(d)   authorize or issue, or undertake an obligation to authorize or issue, any equity securities (or any debt securities convertible into or exercisable for any equity securities), except that the Company may issue that number of shares of common stock equal to seven percent (7%) of the issued and outstanding number of shares of common stock of the Company immediately after consummation [December 31, 2012] of the Merger and issuance of the Merger Shares pursuant to the Merger;

2

(e)   authorize or effect any transaction constituting a Liquidation Event (as defined in this subparagraph) under the Articles, or any other merger or consolidation of the Company  or One2One Florida.  For purposes of this Agreement, a “Liquidation Event” shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of t the Company’s or One2One Florida’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Company’s or One2One Florida’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity, (3) authorize or effect any transaction liquidation, dissolution or winding up of the Company  or One2One Florida, either voluntary or involuntary, provided, however, that none of the following shall be considered a Deemed Liquidation: (i) a merger effected exclusively for the purpose of changing the domicile of the Company or One2One Florida, or (ii) the Merger itself;

(f)   declare or pay any dividends or make any other distribution with respect to any class or series of capital stock;

(g)   redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company  or One2One Florida has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment);

(h)   amend any stock option plan of the Company  or One2One Florida, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;

(i)   transfer assets to any subsidiary or other affiliated entity; or

(j)   register any shares of common stock or any other security of the Company or One2One Florida under Section 5 of the Securities Act, make any offering of securities of the Company or One2One Florida under or pursuant to Regulations A or E of the Securities Act, or directly or indirectly make or effect sales of securities of the Company or One to One Florida on any exchange or securities market not inside of the United States.

Item 3.02 Unregistered Sales of Equity Securities

On June 17, 2013, the Company offered and sold 625,000 shares of common stock of the Company at a purchase price of $0.16 per share, for aggregate proceeds of $100,000.  The offer and sale was made pursuant to a Subscription Agreement dated June 10, 2013.  The Company made the offer and sale pursuant to the exemption from registration afforded by Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended, on the basis that the offer and sale was made outside of the United States, to a non-US person, where no directed selling efforts were made in the United States and offering  restrictions were implemented.   The Company did not, and is not obligated to, make payment of any commission or finder’s fee in connection with the offer and sale.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
10.1	Amended and Restated Lockup and Shareholder Agreement dated June 14, by and between the Registrant and Mary Spio
10.2	Form of Subscription Agreement

3

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.

	One2One Living Corporation
	(Registrant)
Date:  June 18, 2013	By:	/s/Mary Spio
	Name:	Mary Spio
	Title:	President and Chief Executive Officer

4

EXHIBIT INDEX

Exhibit	Description
10.1	Amended and Restated Lockup and Shareholder Agreement dated December 12, 2012, by and between the Registrant and Mary Spio
10.2	Form of Subscription Agreement

5

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED

LOCK-UP AND SHAREHOLDER AGREEMENT

THIS AMENDED AND RESTATED LOCK-UP AND SHAREHOLDER AGREEMENT (“Agreement”) is made and entered into as of June 14, 2013, by and between One2One Living Corporation, a Nevada corporation (the “Parent”), One2One Living Corporation, a Florida corporation (the “Company”) and Mary Spio (the “Stockholder”).

WHEREAS, the Parent, the Company and the Stockholder entered into the certain Lockup and Shareholder Agreement, dated December 12, 2012;

WHEREAS, the Parent, One2One Acquisition Corp., a Nevada corporation and wholly owned subsidiary of the Parent (the “Merger Sub”) and the Company, entered into an Agreement and Plan of Merger, dated December 31, 2013 (the “Merger Agreement”), providing for the merger of the Company with and into the Merger Sub (the “Merger”), pursuant to which the Company became a wholly owned subsidiary of Parent. Undefined capitalized terms which appear in this Agreement shall have the definitions ascribed to them in the Merger Agreement;

WHEREAS, as part of the Merger consideration, the stockholders of the Company received equity securities of the Parent, which securities are convertible into that number of shares of common stock of the Parent equal to approximately 80% of the outstanding common stock of the Parent;

WHEREAS, by virtue of the Stockholder being the holder of the majority of the equity securities and voting control of the Company, the Stockholder shall, as a consequence of the consummation of the Merger, has voting control of the Parent and is the majority beneficial holder of common stock of the Parent;

WHEREAS, all equity securities of the Parent which the Stockholder received as part of the Merger consideration, and any shares of common stock of Parent underlying such equity securities, are referred to herein as the “Merger Shares”;

WHEREAS, to induce the Company to make a private offering of its shares of common stock for aggregate proceeds of $100,000, pursuant to Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Parent, the Company and, the Stockholder agree to certain transfer restrictions on the Merger Shares by entering into this Amended and Restated Lockup and Shareholder Agreement.

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

1. Agreement to Retain the Merger Shares. The Stockholder agrees not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or transfer any of the Merger Shares until December 31, 2013.

 (a) The foregoing restrictions are expressly agreed to and preclude the Stockholder from engaging in any hedging or other transaction which may lead to or result in a sale of Merger Shares during the Lock-up Period, even if such Shares would be sold by someone other than the undersigned.  Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box), any pledge or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Shares.

 (b) The Stockholder agrees and consents to the entry of stop transfer instructions with the transfer agent for the Parent’s common stock against any transfer of shares of the Merger Shares by the Stockholder in contravention of the restrictions set forth herein or in the Merger Agreement.  In addition, the Stockholder agrees to be bound by the restrictions whether or not the undersigned participates in any contemplated public offering.  The Stockholder understands that the Parent will rely upon the representations set forth in this Agreement in proceeding with the Merger.  The Stockholder understands that the agreements of the Stockholder are irrevocable and shall be binding upon the Stockholder’s heirs, legal representatives, successors and assigns.

1

 (c) Notwithstanding the foregoing, the Stockholder may transfer any or all of the Merger Shares either during her lifetime or on death by will or intestacy to his “immediate family”, as defined in Rule 16a-1 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, or to a trust or other entity, the beneficiaries of which are exclusively the Stockholder and/or a member or members of the Stockholder’s “immediate family”; provided, however, that in any such case it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Merger Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Merger Shares except in accordance with this Lock-up Agreement.

2.  Restrictions on Company Actions.  So long as any shares of common stock of Parent issued and outstanding on June 10, 2013, are held by such holder of common stock prior to December 31, 2013, the Parent or the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of such of common stock of Parent on June 10, 2013:

(k)   amend the Company’s or the Parent’s Articles of Incorporation or Bylaws;

(l)   change or modify the rights, preferences or other terms of the any securities of the Parent or the Company, or increase or decrease the number of authorized shares of the Parent’s or the Company’s securities;

(m)   effect any forward split any issued or outstanding securities of the Parent or the Company or otherwise reclassify or recapitalize any outstanding equity securities or reverse split of any issued or outstanding securities of the Parent or the Company or otherwise reclassify or recapitalize any outstanding equity securities by a ratio of more than 2-for-1 or otherwise reorganize itself or its securities so that the number issued and outstanding shares of common stock of the Company held by non-affiliates of the Company is reduced by more than 50 percent from the date hereof;

(n)   authorize or issue, or undertake an obligation to authorize or issue, any equity securities (or any debt securities convertible into or exercisable for any equity securities), except that the Parent may issue that number of shares of common stock equal to seven percent (7%) of the issued and outstanding number of shares of common stock of the parent immediately after consummation of the Merger and issuance of the Merger Shares pursuant to the Merger (amounting to 212,500,100 shares of common stock on a fully diluted basis);

(o)   authorize or effect any transaction constituting a Liquidation Event (as defined in this subparagraph) under the Articles, or any other merger or consolidation of the Parent or the Company.  For purposes of this Agreement, a “Liquidation Event” shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of the Parent’s or the Company’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Parent’s or the Company’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity, (3) authorize or effect any transaction liquidation, dissolution or winding up of the Parent or the Company, either voluntary or involuntary, provided, however, that none of the following shall be considered a Deemed Liquidation: (i) a merger effected exclusively for the purpose of changing the domicile of the Parent or the Company, or (ii) the Merger itself;

(p)   declare or pay any dividends or make any other distribution with respect to any class or series of capital stock;

2

(q)   redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Parent or the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment);

(r)   amend any stock option plan of the Parent or the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan; or

(s)   transfer assets to any subsidiary or other affiliated entity; or

(t)   register any shares of common stock or any other security of the Parent or the Company under Section 5 of the Securities Act, make any offering of securities of the Parent or the Company under or pursuant to Regulations A or E of the Securities Act, or directly or indirectly make or effect sales of securities of the Parent or the Company on any exchange or securities market not inside of the United States.

3. Representations, Warranties and Covenants of the Parent.  The Parent represents, warrants and covenants to the Stockholder that this Agreement (i) has been authorized by all necessary corporate action on the part of the Parent and has been duly executed by a duly authorized officer of the Parent, and (ii) constitutes the legal, valid and binding obligation of the Parent. Neither the execution of this Agreement by the Parent nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which the Parent is bound, or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to the Parent.

4. Additional Documents.  The Stockholder and the Parent hereby covenant and agree to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of the Parent’s legal counsel or the Stockholder, as the case may be, to carry out the intent of this Agreement.

5. Consent and Waiver. The Stockholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which the Stockholder is a party or pursuant to any rights the Stockholder may have.  The Parent and Stockholder expressly consent that any holder of common stock of Parent issued and outstanding on June 9, 2013, may bring a cause of action or otherwise sue the Parent and Stockholder for breach of this Agreement or otherwise to enforce the terms of this Agreement.

6. Miscellaneous.

(a) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(b) Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the parties without the prior written consent of the other.

(c) Amendments and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.  Stockholder may not act on behalf of Parent or the Company to modify, amend, alter or supplement this Agreement.

(d) Specific Performance; Injunctive Relief. The parties hereto acknowledge that the Parent and its stockholders will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies which may be available to the Parent upon such violation, the Parent or any holder of common stock of Parent issued and outstanding on June 9, 2013, shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to it at law or in equity.

3

(e) Termination. This Agreement shall terminate on December 31, 2013, provided, however, that this Agreement shall terminate on September 16, 2013, if Parent shall not have received at least $200,000 in private financing between June 17, 2013 and September 15, 2013.  Stockholder may not act on behalf of Parent or the Company to terminate this agreement prior to December 31, 2013

(g) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

(h) Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, amends and restates that certain Lockup and Shareholder Agreement, dated December 12, 2012, mentioned in the recitals hereto, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

(j) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first written above.

PARENT: ONE2ONE LIVING CORPORATION, a Nevada corporation (formerly known as, “Jinmimi Network Inc.”)
By:	/s/ Mary Spio
	Name:  Mary Spio
	Title:  President and Chief Executive Officer

THE COMPANY: ONE2ONE LIVING CORPORATION, a Florida corporation
By:	/s/ Mary Spio
	Name:  Mary Spio
	Title:  President and Chief Executive Officer
STOCKHOLDER:
/s/ Mary Spio
Name: Mary Spio

4

EX-10.2

EXHIBIT 10.2

SUBSCRIPTION AGREEMENT

June 10, 2013

To:           One2One Corp.

 3585 North Courtenay Parkway, Suite 5

 Merritt Island, Florida 32953

Attention:  Mary Spio, President

 1.The Offering; Subscription.

(a)This Subscription Agreement pertains to the offering by One2One Living Corp., a Nevada corporation (the “Company”), of up to six hundred twenty-five thousand (625,000) shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of Sixteen United States Cents ($0.16) per Share, for an aggregate offering of One Hundred Thousand Dollars ($100,000). The Shares are, depending upon the circumstances, referred to herein as the “Securities.”

(b)            The undersigned, intending to be legally bound, hereby offers to pur­chase from the Company 6,250,000 Shares, for an aggregate purchase price of US $100,000.

 2.General Representations.  The Purchaser represents, acknowledges and agrees that:

(a)            he/she/it is not a “U.S. person” as that term is defined in Regulation S1, promulgated under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and

(b)            he/she/it will not be purchasing Securities for the account or benefit of any U.S. Person; the offer was not made to the Purchaser when it was in the United States; at the time the Purchaser’s buy order was delivered to the Company, the Purchaser was outside the United States; the Subscriber received and accepted this subscription and entered into this Agreement in its jurisdiction of residence; and such jurisdiction of residence is as set out on page 1 of this Agreement.

(c)            that the Securities acquired pursuant to this Agreement have not been registered under the U.S. Securities Act, and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that the Securities have not been registered with any state securities commission or authority.  The Purchaser further understands that pursuant to the requirements of Regulation S, the Securities acquired herein may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption under the U.S. Securities Act.

  1“U.S. person” is defined under Regulation S as:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) formed by a U.S. person principally for the purpose of investing any securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.

1

(d)            the Securities are being purchased by the Purchaser for its own account, for investment only and not with a view toward resale or distribution thereof to any other person, and it is not participating, directly or indirectly, in any underwriting or distribution;

(e)            none of the Securities purchased by the Purchaser shall be sold or otherwise transferred contrary to the provisions of this Subscription Agreement or any federal or state securities law, and the Purchaser understands that unless the Securities are subsequently registered under the U.S. Securities Act, they may not in any event be sold or transferred except by a valid exemption from registration under the U.S. Securities Act;

(f)            any and all certificates representing the Securities purchased and any and all securities issued in replacement thereof or in exchange thereof shall bear the following legend or one substantially similar thereto, which the Purchaser has read and understands:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

(g)            the Company shall have the right to issue stop transfer instructions on its official stock records, and the Purchaser acknowledges that the Company has informed the Purchaser of its intention to issue such instructions:

(h)            there is currently no trading market in these Securities of the Company, and the Company presently has no plans to register the Securities, so that there may never be a public trading market for the Securities, with consequent possible indefinite illiquidity of the Securities;

(i)             hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act.

(j)             at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Purchaser by the Company, its management, the agents or employees of the Company or any other person: (i) that the Purchaser will be able to transfer the Securities on any particular date; (ii) that if and when the Purchaser may wish to transfer the Securities, such securities will be validly transferable under federal and applicable state securities laws; (iii) that the Purchaser will realize any percentage or amount of profit, gain or other consideration as a result of any investment it has made or will make in the Company; or (iv)  that the Purchaser or other shareholders will receive any dividends or other distributions from the Company at any time;

(k)            investment in the Securities is a long-term, speculative investment which involves a substantial risk of loss to the Purchaser of its entire investment; that the Purchaser takes full cognizance of and responsibility for the risks related to the purchase of the Securities; the Purchaser has no need for liquidity with respect to its investment either now or within the foreseeable future; and the Purchaser can bear a complete loss of its investment without undue hardship to itself;

(l)             the Purchaser and its purchaser representative, if any, has been afforded an opportunity to examine such documents and obtain such information, including the Company’s financial statements concerning the Company as it may have requested, and the Purchaser has had the opportunity to request such other information and ask questions of the officers and directors of the Company (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for answering any question it may have had concerning the business, prospects and affairs of the Company;

(m)           the Purchaser understands and acknowledges that any projections or financial forecasts of the Company may likely prove to be incorrect in view of the early stage of the Company’s development; and no assurance has been given to it that actual results will correspond in any meaningful way with the results contemplated by the various projections, financial forecasts or predictions; and

2

(n)            the Purchaser has been advised to consult with its own investment adviser, attorney, and accountant regarding the Company’s prospects and legal and tax matters, concerning an investment in the Company, and has done so, to the extent it consider that to be necessary.

 3.Suitability Standards, Representations, and Warranties.  The Purchaser represents and warrants that all of the information which it has furnished in this Subscription Agreement is correct and complete as of the date of this Subscription Agreement, and will be correct and complete on the closing of the sale of the Securities subscribed for, and the representations and warranties and agreements herein shall survive the closing date and may be relied upon by the Company in its reliance upon an exemption from registration under the U.S. Securities Act and state securities laws.

 4.Indemnification.  The Purchaser understands the meaning and legal consequences of the representations and warranties contained in this Subscription Agreement and agrees to indemnify and hold harmless the Company, its officers and directors, and each agent and employee thereof, from and against any and all loss, damage, liability or expense (including judgments, fines, amounts paid in settlement, attorney’s fees and other legal costs actually incurred as a result of any such person or entity being made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any breach of representation or warranty of it or any misrepresentation or misstatement of fact or omission to state or represent facts made by it to the Company, including without limitation, the information which it has furnished in this Subscription Agreement.

 5.Miscellaneous

(a)           The disclosure provided in this Subscription Agreement with respect to certain aspects of resale restrictions which applies to the Securities and securities laws of the United States is only a summary and is not intended to be exhaustive and does not refer to resale restrictions which may arise by reason of securities laws other than those of the United States.  THE SUBSCRIBER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING THIS AGREEMENT AND RESALE RESTRICTIONS APPLICABLE TO THE SECURITIES.

(b)           All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at the address set forth above and to the undersigned at the address set forth on the signature page hereof.

(b)           This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous representations, warranties, or agreements (whether oral or written), and may be amended or waived only by a writing executed by the party to be bound.

Very truly yours,

By:   _____________________________________________

         Name:  __________________                                                                

Subscription Information (to be completed by individual subscriber):

Number of Shares Purchased:  625,000 shares of common stock

Purchase Price of Shares (Number of Shares Purchased x $0.16 per Share):  $100,000

3

Address: 

Phone:

Facsimile:  

E-mail:  

Accepted and agreed to as of the above date.

Dated:  June 10, 2013

ONE2ONE LIVING CORP.

By:  ___________________________________

        Name:  Mary Spio

        Title:  President

4