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): May 16, 2014

Clone Algo Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54083	27-3183663
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3225 McLeod Drive, Las Vegas, NV 89121

(Address of principal executive office)

702-563-1600

(Registrant's telephone number, including area code)

1 Changi North Street 1, Singapore489789

(Former name, former address and former fiscal year, 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:

¨ 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)

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

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

Item 3.02     Unregistered Sales of Equity Securities.

On May 16, 2014, Clone Algo Inc. (the “Company”) sold 2,437,500 shares of its common stock (the “Shares”) to 10 foreign investors (each a “Purchaser”) at a price per share of $8.00 for an aggregate offering price of $19,500,000.   As of the date of this Current Report on Form 8-K (the “Report”), these 2,437,500 shares are divided as follows: (a) the subscription documents were completed and the money was paid for 22,050 shares for total proceeds of $176,400; and (b) the subscription documents were completed for 2,415,450 shares, however, the $19,323,600 owed for these shares has not yet been received.

The sale and the issuance of the Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”).  We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

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

On May 21, 2014, Mr. Niraj Goel submitted to the Company a resignation letter pursuant to which he resigned from his position as President, Chief Executive Officer, and Chief Financial Officer of the Company.  The resignation of Mr. Goel was not a result of any disagreements relating to the Company’s operations, policies or practices.

On May 21, 2014, by a consent to action without meeting by unanimous consent of the board of directors of the Company (the “Board”), the Board unanimously appointed Mr. Goel as the Non-Executive Chairman of the Board.

On May 21, 2014, by a consent to action without meeting by unanimous consent of the Board, the Board accepted the resignation of Mr. Goel and appointed Nitin Damodaran to serve as the Chief Executive Officer and Interim Chief Financial Officer of the Company.  The Board also appointed Olena Bystrova as the Chief Operating Officer of the Company.  Each officer will serve until their death, their resignation or removal from office, or the election and qualification of their successor, whichever occurs first.

Nitin Damodaran, 39, has been a Director of Private Banking for the Singapore branch of Emirates NBD since February 2013.  In this capacity he has managed assets in excess of $43 million.  From December 2006 through January 2013, Mr. Damodaran worked in the Wealth Management Department of Citibank in Singapore, in which capacity he managed assets in excess of $100 million.  Mr. Damodaran has a diploma in Hotel Management, a Master of Science in Ecology & Environment, and has taken courses in management development.

Olena Bystrova, 29, has been a Director and a business development executive for Tradeology Ltd., a Singapore company that specializes in algorithmic high frequency trading, since August 2012.  From August 2011 to July 2012, Ms. Bystrova was Financial Adviser at Globaleye Pte. Ltd, in Singapore.  From July 2010 to November 2011, Ms. Bystrova was a Wealth Manager and Insurance Adviser for Manulife Financial in Singapore.  From September 2008 to July 2009, Ms. Bystrova was a property administrator in Vancouver, Canada.  Ms. Bystrova holds a Bachelor’s degree in accounting and audit, an advanced diploma in Business Administration, and is licenses by the Monetary Authority of Singapore as a Financial Adviser.

Family Relationships

There are no family relationships between and among Nitin Damodaran, Olena Bystrova, and any previous officers or directors of the Company.

2

Related Party Transactions

With regard to each of Nitin Damodaran and Olena Bystrova, there are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.

Material Plans, Contracts, or Arrangements with Officers

The Company owns 65% of Clone Algo Pte Ltd, a Singapore company (the “Singapore Subsidiary”).  Mr. Goel owns the other 35% of the Singapore Subsidiary.  We have, through our Singapore Subsidiary, an Employment Agreement with Mr. Damodaran pursuant to which he is paid 11,000 Singapore Dollars per month.

The foregoing description of the terms of the Employment Agreement with Mr. Damodaran is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.

The Company has not entered into any material plan, contract or arrangement (whether or not written) to which Ms. Bystrova is a party in connection with her appointments as an officer.

On May 21, 2014, by a consent to action without meeting by unanimous consent of the Board, the Board unanimously appointed Mr. Damodaran, Ms. Bystrova, Pily Wong, and Paul Kuoch (the “New Directors”) as members of the Board, for a total of five members of the Board.  Each of the New Directors will hold office until their successors shall have been duly elected and qualified.

The Board has determined that each of Messrs. Wong and Kuoch meet the definition of “independent director” of the NASDAQ Stock Market.

Biographical information for Mr. Damodaran and Ms. Bystrova can be found earlier in this Report.

Mr. Damodaran’s qualifications to serve on our Board include his many years of experience in wealth management.

Ms. Bystrova’s qualifications to serve on our Board include her experience in an algorithm technology company, her experience as a financial adviser, as well as her education in accounting and audit.

Pily Wong, 39, has been Chief Executive Officer of Hung Hiep (Cambodia) Co., Ltd. since 2002.  As CEO, Mr. Wong has expanded Hung Hiep’s distribution of German-made automobiles.  Since 2005, Mr. Wong has been a Supervisory Board Member of the French-Cambodian Chamber of Commerce.  Since 2008, Mr. Wong has been a Governor on the American Business Council in Cambodia.  Mr. Wong has Bachelor’s degrees in both computer science and business administration.

Mr. Wong’s qualifications to serve on our Board include his experience as CEO of a consumer-facing company, his involvement in the promotion of the business sector, and his educational background in computers and business.

Paul Kuoch, 47, serves as the Secretary of State and Advisor to the First Vice President of the Senate in Cambodia.  His Excellency Mr. Kuoch has more than ten years of experience in planning, developing and implementing economic policies in Cambodia and has a successful career in product marketing, promotions, public relations, project and communications management.  Since 2010, His Excellency Mr. Kuoch has served as a Director of Dragon Holdings AG, a technology company traded on the Börse Berlin’s Open Market.

His Excellency Mr. Kuoch’s qualifications to serve on our Board include his management experience in government as well as his directorship of a technology company.

3

Arrangements or Understandings with Directors

As of the date of this Report, there has not been any arrangement or understanding between and among any of the New Directors and any other person, pursuant to which any of the New Directors were selected as members of the Board.

Family Relationships

There are no family relationships between and among any of the New Directors, and any previous officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Material Plans, Contracts, or Arrangements

Through our Singapore Subsidiary, we have a Directors Agreement with Mr. Goel pursuant to which he is paid 20,000 Singapore Dollars per month.

The foregoing description of the terms of the Directors Agreement with Mr. Goel is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.2 to this Report, which is incorporated by reference herein.

The Company has Directors Agreements with each of Messrs. Wong and Kuoch pursuant to which they are each paid $5,000 per year.

The foregoing description of the terms of the Directors Agreements with each of Messrs. Wong and Kuoch is qualified in its entirety by reference to the provisions of the agreements filed as, respectively, Exhibit 10.3 and 10.4 to this Report, which is incorporated by reference herein.

As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which Ms. Bystrova is a party in connection with her appointments as a member of the Board.

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits:  The following exhibits are filed as part of this Report:

Exhibit No.	Description
Exhibit 10.1	Employment Agreement, by and between Clone Algo Pte. Ltd. and Mr. Nitin Damodaran, dated May 20, 2014.
Exhibit 10.2	Directors Agreement, by and between Clone Algo Pte. Ltd. and Mr. Niraj Goel, dated March 1, 2014.
Exhibit 10.3	Directors Agreement, by and between Clone Algo Inc. and Mr. Pily Wong, dated May 20, 2014.
Exhibit 10.4	Directors Agreement, by and between Clone Algo Inc. and Mr. Paul Kuoch, dated May 20, 2014.

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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.

	CLONE ALGO INC.
Date: May 21, 2014	By:	/s/ Nitin Damodaran
		Nitin Damodaran
		Chief Executive Officer

 5

EX-10.1

EXHIBIT 10.1

THIS AGREEMENT is made on 20th May, 2014

BETWEEN

(1) Clone Algo Pte. Ltd. a company incorporated in Singapore having its registered office at   (the “Company”);

(2) Nitin Damodaran, NRIC S75663571 of 50 Lorong 40 Geylang, #08-17 Sunny Spring, Singapore 398074 (the “Employee”)

IT IS AGREED as follows:

1.	Appointment			2.1.2	faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him/her;
1.1	The Company appoints the Employee and the Employee agrees to serve as CEOof the Company.			2.1.3	abide by the Memorandum and Articles of Association of the Company and obey all lawful and reasonable directions of the Board;
1.2	As CEOof the Company, the Employee shall have authority to enter into contractual obligations on behalf of the Company with prior approval of Management.			2.1.4	use his/her best endeavours to promote the interests of the Company;
1.3	Except as provided in Clause 1.2 above, the Employee shall have no authority to enter into contractual obligations on behalf of or otherwise bind the Company.  In particular (but without limitation), the Employee shall have no authority to and shall not:			2.1.5	keep the Board promptly and fully informed (in writing if so requested) of his/her conduct of the business or affairs of the Company and provide such explanations as the Board may require;
	1.3.1	pledge the credit of the Company;		2.1.6	not at any time make any untrue or misleading statement relating to the Company or any corporation having an ordinary share capital of which not less than 50 per cent is owned directly or indirectly by the Company or its holding company (if any) (each a “Group Company”).
	1.3.2	enter into any guarantee or indemnity on behalf of the Company; or
	1.3.3	otherwise incur any financial or other liabilities on behalf of the Company.	3.	Remuneration
1.4	The appointment shall commence on 17th March, 2014 and shall continue (subject to earlier termination as provided in this Agreement) until terminated by either party giving to the other not less than one month prior notice.		3.1	During her appointment the Company shall pay to the Employee S$ 11,000per month as salary.Each and every month, the Employee CPF contribution will be deducted from salary and paid to the CPF Board together with Employer CPF contribution. The Employee’s and Employers CPF contributions will be made in accordance with the relevant statutory provisions.
1.5	The First 3 months of the employment relationship shall be regarded as a probationary period,		3.2	During her appointment the Company shall pay to the Employee commissions on sales effected by the employee of the Company’s products and services calculated in the manner described in Schedule 2.
1.6	The Employee warrants that by virtue of entering into this Agreement he/she will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon him/her.		3.3	Such commission shall be calculated and paid monthly in arrears within 14 days after the end of each month.
			3.4	The Employee’s salary will be paid monthly on the 7th day of every month.
2.	Duties of the Employee
2.1	The Employee shall at all times during the continuance of his/her employment under this Agreement:		3.5	The Employee will be notified in writing of any change to his/her salary.
	2.1.1	devote so much of his/her time, attention and ability as is reasonably required to the duties of his/her appointment;

4.	Employee Share Option Scheme	10.	Termination of agreement
4.1	The Employee shall be entitled to participate in the Company’s Employee Share Option Scheme on such terms and subject to such conditions as the Board may determine from time to time.	10.1	The Company may by notice terminate this Agreement with immediate effect if the Employee:
5.	Working Hours		10.1.1	commits any act of gross misconduct or repeats or continues (after written warning) any other serious breach of his obligations under this Agreement or the Intellectual Property, Confidentiality and Non-Competition Deed; or
5.1	The Employee is required to work from 9.00 am to 7.00 pm from Monday to Friday.		10.1.2	is guilty of any conduct which in the reasonable opinion of the Board brings him/her, the Company or any Group Company into disrepute; or
5.2	The Employee will be required to work beyond the normal working hours if instructed to do so by the Company or if necessary for the proper performance of his/her duties.		10.1.3	is convicted of any criminal offence punishable with 6 months or more imprisonment (excluding an offence under road traffic legislation in the Singapore or elsewhere for which he/she is not sentenced to any term of imprisonment whether immediate or suspended); or
5.3	Overtime pay for additional hours worked will be at the discretion of the Company.		10.1.4	commits any act of dishonesty whether relating to the Company, any Group Company, any of its or their employees, or otherwise; or
6.	Annual Leave		10.1.5	becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
6.1	The Employee will be given 15 days annual leave each year.  The Employee may carry forward his/her unused leave for a maximum period of one calendar year.  Any period of leave not taken within this period will be deemed to be forfeited.		10.1.6	is in the reasonable opinion of the Board incompetent in the performance of his/her duties.
7.	Other Leave of Absence	10.2	The Company reserves the right at any time in its absolute discretion to make a payment of salary in lieu of all or any part of the Employee’s entitlement to notice.
7.1	Medical Leave:  If the Employee is absent from work due to sickness or injury, the Employee must provide the Company with a medical certificate.	10.3	At any time after serving or receiving notice to terminate this Agreement, the Company may elect to suspend the Employee from the performance of all or any of his/her duties and:
7.2	The Employee will be given 15 days paid medical leave per calendar year (from January to December) based on the medical certificates provided to the Company.  The Employee shall  not carry forward such medical leave.		10.3.1	require him/her to return or destroy all documents computer disks and tapes and other media in his possession which contains or refers to confidential information of the Company or any Group Company;
8.	Medical Benefits
8.1	A Company Group Medical Scheme is currently under review and details will follow.		10.3.2	require him/her not, without the consent of the Board, to engage in any contact with any customer, supplier, employee, officer, agent or adviser of the Company or any Group Company in relation to any matter which touches and concerns any of the business(es) of the Company or any Group Company.
9.	Intellectual Property, Confidentiality and Non-Competition Deed
9.1	As a condition of his/her appointment, the Employee agrees to be bound by the terms of the Intellectual Property, Confidentiality and Non-Competition Deed.

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11.	General
11.1	The provisions of the Company’s standard terms and conditions of employment (as amended from time to time) shall be terms of the Employee’s employment except to the extent that they are inconsistent with this Agreement.	11.3	The expiration or termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after termination and shall be without prejudice to any accrued rights or remedies of the parties.
11.2	This Agreement sets out the entire agreement and understanding of the parties and is in substitution for any previous contracts of employment or for services between the Company or any of its Group Companies and the Employee (which shall be deemed to have been terminated by mutual consent).	11.4	This Agreement shall be governed by and construed in accordance with Singapore law.

The Employee   Signed by Nithin Damodharan   Signature  /s/ Nitin Damodaran                                            Date 20/5/14 The Company   Signed by Niraj Goel for and on behalf of Clone Algo Pte Ltd   Signature /s/ Niraj Goel                                      Date 20/5/14

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EX-10.2

EXHIBIT 10.2

THIS AGREEMENT is made on 1st March, 2014

BETWEEN

(1) Clone Algo Pte. Ltd. a company incorporated in Singapore having its registered office at   (the “Company”);

(2) Niraj Goel, residing at 70 Bayshore Road, #22-07, Singapore 469987  (the “Employee”)

IT IS AGREED as follows:

1.	Appointment			2.1.2	faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him/her;
1.1	The Company appoints the Employee and the Employee agrees to serve as Director of the Company.			2.1.3	abide by the Memorandum and Articles of Association of the Company and obey all lawful and reasonable directions of the Board;
1.2	As Director of the Company, the Employee shall have authority to enter into contractual obligations on behalf of the Company with prior approval of Management.			2.1.4	use his/her best endeavours to promote the interests of the Company;
1.3	Except as provided in Clause 1.2 above, the Employee shall have no authority to enter into contractual obligations on behalf of or otherwise bind the Company.  In particular (but without limitation), the Employee shall have no authority to and shall not:			2.1.5	keep the Board promptly and fully informed (in writing if so requested) of his/her conduct of the business or affairs of the Company and provide such explanations as the Board may require;
	1.3.1	pledge the credit of the Company;		2.1.6	not at any time make any untrue or misleading statement relating to the Company or any corporation having an ordinary share capital of which not less than 50 per cent is owned directly or indirectly by the Company or its holding company (if any) (each a “Group Company”).
	1.3.2	enter into any guarantee or indemnity on behalf of the Company; or
	1.3.3	otherwise incur any financial or other liabilities on behalf of the Company.	3.	Remuneration
			3.1	During her appointment the Company shall pay to the Employee S$ 20,000 per month as salary. Each and every month, the Employee CPF contribution will be deducted from salary and paid to the CPF Board together with Employer CPF contribution. The Employee’s and Employers CPF contributions will be made in accordance with the relevant statutory provisions.
1.4	The appointment shall commence on 1st  March, 2014 and shall continue (subject to earlier termination as provided in this Agreement) until terminated by either party giving to the other not less than one month prior notice.
1.5	The First 3 months of the employment relationship shall be regarded as a probationary period,
1.6	The Employee warrants that by virtue of entering into this Agreement he/she will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon him/her.		3.2	During her appointment the Company shall pay to the Employee commissions on sales effected by the employee of the Company’s products and services calculated in the manner described in Schedule 2.
2.	Duties of the Employee		3.3	Such commission shall be calculated and paid monthly in arrears within 14 days after the end of each month.
2.1	The Employee shall at all times during the continuance of his/her employment under this Agreement:		3.4	The Employee’s salary will be paid monthly on the 7th day of every month.
	2.1.1	devote so much of his/her time, attention and ability as is reasonably required to the duties of his/her appointment;	3.5	The Employee will be notified in writing of any change to his/her salary.

4.	Employee Share Option Scheme	10.	Termination of agreement
4.1	The Employee shall be entitled to participate in the Company’s Employee Share Option Scheme on such terms and subject to such conditions as the Board may determine from time to time.	10.1	The Company may by notice terminate this Agreement with immediate effect if the Employee:
5.	Working Hours		10.1.1	commits any act of gross misconduct or repeats or continues (after written warning) any other serious breach of his obligations under this Agreement or the Intellectual Property, Confidentiality and Non-Competition Deed; or
5.1	The Employee is required to work from 9.00 am to 7.00 pm from Monday to Friday.		10.1.2	is guilty of any conduct which in the reasonable opinion of the Board brings him/her, the Company or any Group Company into disrepute; or
5.2	The Employee will be required to work beyond the normal working hours if instructed to do so by the Company or if necessary for the proper performance of his/her duties.		10.1.3	is convicted of any criminal offence punishable with 6 months or more imprisonment (excluding an offence under road traffic legislation in the Singapore or elsewhere for which he/she is not sentenced to any term of imprisonment whether immediate or suspended); or
5.3	Overtime pay for additional hours worked will be at the discretion of the Company.		10.1.4	commits any act of dishonesty whether relating to the Company, any Group Company, any of its or their employees, or otherwise; or
6.	Annual Leave		10.1.5	becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
6.1	The Employee will be given 15 days annual leave each year.  The Employee may carry forward his/her unused leave for a maximum period of one calendar year.  Any period of leave not taken within this period will be deemed to be forfeited.		10.1.6	is in the reasonable opinion of the Board incompetent in the performance of his/her duties.
7.	Other Leave of Absence	10.2	The Company reserves the right at any time in its absolute discretion to make a payment of salary in lieu of all or any part of the Employee’s entitlement to notice.
7.1	Medical Leave:  If the Employee is absent from work due to sickness or injury, the Employee must provide the Company with a medical certificate.	10.3	At any time after serving or receiving notice to terminate this Agreement, the Company may elect to suspend the Employee from the performance of all or any of his/her duties and:
7.2	The Employee will be given 15 days paid medical leave per calendar year (from January to December) based on the medical certificates provided to the Company.  The Employee shall  not carry forward such medical leave.		10.3.1	require him/her to return or destroy all documents computer disks and tapes and other media in his possession which contains or refers to confidential information of the Company or any Group Company;
8.	Medical Benefits
8.1	A Company Group Medical Scheme is currently under review and details will follow.		10.3.2	require him/her not, without the consent of the Board, to engage in any contact with any customer, supplier, employee, officer, agent or adviser of the Company or any Group Company in relation to any matter which touches and concerns any of the business(es) of the Company or any Group Company.
9.	Intellectual Property, Confidentiality and Non-Competition Deed
9.1	As a condition of his/her appointment, the Employee agrees to be bound by the terms of the Intellectual Property, Confidentiality and Non-Competition Deed.

- 2 -

11.	General
11.1	The provisions of the Company’s standard terms and conditions of employment (as amended from time to time) shall be terms of the Employee’s employment except to the extent that they are inconsistent with this Agreement.	11.3	The expiration or termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after termination and shall be without prejudice to any accrued rights or remedies of the parties.
11.2	This Agreement sets out the entire agreement and understanding of the parties and is in substitution for any previous contracts of employment or for services between the Company or any of its Group Companies and the Employee (which shall be deemed to have been terminated by mutual consent).	11.4	This Agreement shall be governed by and construed in accordance with Singapore law.

The Employee   Signed by Niraj Goel   Signature /s/ Niraj Goel                                                             Date 1/3/2014 The Company   Signed by Lau Kar Loong, David for and on behalf of Clone Algo Pte Ltd   Signature /s/ Lau Kar Loong, David                                                                     Date 1.3.2014

- 3 -

EX-10.3

EXHIBIT 10.3

THIS AGREEMENT is made on 20th May, 2014

BETWEEN

(1) Clone Algo Inc. a company incorporated in USA having its registered office at 3225 McLeod Drive, Las Vegas, NV 89121, USA (the "Company");

(2) Pily Wong, Passport No. N0902072 (the "Employee")

IT IS AGREED as follows:

1.	Appointment			2.1.2	faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him/her;
1.1	The Company appoints the Employee and the Employee agrees to serve as Independent Director of the Company.			2.1.3	abide by the Memorandum and Articles of Association of the Company and obey all lawful and reasonable directions of the Board;
1.2	As Independent Director of the Company, the Employee shall have authority to enter into contractual obligations on behalf of the Company with prior approval of Management.			2.1.4	use his/her best endeavours to promote the interests of the Company;
1.3	Except as provided in Clause 1.2 above, the Employee shall have no authority to enter into contractual obligations on behalf of or otherwise bind the Company.  In particular (but without limitation), the Employee shall have no authority to and shall not:			2.1.5	keep the Board promptly and fully informed (in writing if so requested) of his/her conduct of the business or affairs of the Company and provide such explanations as the Board may require;
	1.3.1	pledge the credit of the Company;		2.1.6	not at any time make any untrue or misleading statement relating to the Company or any corporation having an ordinary share capital of which not less than 50 per cent is owned directly or indirectly by the Company or its holding company (if any) (each a “Group Company”).
	1.3.2	enter into any guarantee or indemnity on behalf of the Company; or
	1.3.3	otherwise incur any financial or other liabilities on behalf of the Company.	3.	Remuneration
1.4	The appointment shall commence on 20th May, 2014 and shall continue (subject to earlier termination as provided in this Agreement) until terminated by either party giving to the other not less than one month prior notice.		3.1	During her appointment the Company shall pay to the Employee USD 5,000 per annum as salary.
1.5	The First 3 months of the employment relationship shall be regarded as a probationary period,
1.6	The Employee warrants that by virtue of entering into this Agreement he/she will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon him/her.		3.2	During her appointment the Company shall pay to the Employee commissions on sales effected by the employee of the Company’s products and services calculated in the manner described in Schedule 2.
2.	Duties of the Employee		3.3	Such commission shall be calculated and paid monthly in arrears within 14 days after the end of each month.
2.1	The Employee shall at all times during the continuance of his/her employment under this Agreement:		3.4	The Employee’s salary will be paid monthly on the 7th day of every month.
	2.1.1	devote so much of his/her time, attention and ability as is reasonably required to the duties of his/her appointment;	3.5	The Employee will be notified in writing of any change to his/her salary.

4.	Employee Share Option Scheme	10.	Termination of agreement
4.1	The Employee shall be entitled to participate in the Company’s Employee Share Option Scheme on such terms and subject to such conditions as the Board may determine from time to time.	10.1	The Company may by notice terminate this Agreement with immediate effect if the Employee:
5.	Working Hours		10.1.1	commits any act of gross misconduct or repeats or continues (after written warning) any other serious breach of his obligations under this Agreement or the Intellectual Property, Confidentiality and Non-Competition Deed; or
5.1	The Employee is required to work from 9.00 am to 7.00 pm from Monday to Friday.		10.1.2	is guilty of any conduct which in the reasonable opinion of the Board brings him/her, the Company or any Group Company into disrepute; or
5.2	The Employee will be required to work beyond the normal working hours if instructed to do so by the Company or if necessary for the proper performance of his/her duties.		10.1.3	is convicted of any criminal offence punishable with 6 months or more imprisonment (excluding an offence under road traffic legislation in the Singapore or elsewhere for which he/she is not sentenced to any term of imprisonment whether immediate or suspended); or
5.3	Overtime pay for additional hours worked will be at the discretion of the Company.		10.1.4	commits any act of dishonesty whether relating to the Company, any Group Company, any of its or their employees, or otherwise; or
6.	Annual Leave		10.1.5	becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
6.1	The Employee will be given 15 days annual leave each year.  The Employee may carry forward his/her unused leave for a maximum period of one calendar year.  Any period of leave not taken within this period will be deemed to be forfeited.		10.1.6	is in the reasonable opinion of the Board incompetent in the performance of his/her duties.
7.	Other Leave of Absence	10.2	The Company reserves the right at any time in its absolute discretion to make a payment of salary in lieu of all or any part of the Employee’s entitlement to notice.
7.1	Medical Leave:  If the Employee is absent from work due to sickness or injury, the Employee must provide the Company with a medical certificate.	10.3	At any time after serving or receiving notice to terminate this Agreement, the Company may elect to suspend the Employee from the performance of all or any of his/her duties and:
7.2	The Employee will be given 15 days paid medical leave per calendar year (from January to December) based on the medical certificates provided to the Company.  The Employee shall  not carry forward such medical leave.		10.3.1	require him/her to return or destroy all documents computer disks and tapes and other media in his possession which contains or refers to confidential information of the Company or any Group Company;
8.	Medical Benefits
8.1	A Company Group Medical Scheme is currently under review and details will follow.		10.3.2	require him/her not, without the consent of the Board, to engage in any contact with any customer, supplier, employee, officer, agent or adviser of the Company or any Group Company in relation to any matter which touches and concerns any of the business(es) of the Company or any Group Company.
9.	Intellectual Property, Confidentiality and Non-Competition Deed
9.1	As a condition of his/her appointment, the Employee agrees to be bound by the terms of the Intellectual Property, Confidentiality and Non-Competition Deed.

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11.	General
11.1	The provisions of the Company’s standard terms and conditions of employment (as amended from time to time) shall be terms of the Employee’s employment except to the extent that they are inconsistent with this Agreement.	11.3	The expiration or termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after termination and shall be without prejudice to any accrued rights or remedies of the parties.
11.2	This Agreement sets out the entire agreement and understanding of the parties and is in substitution for any previous contracts of employment or for services between the Company or any of its Group Companies and the Employee (which shall be deemed to have been terminated by mutual consent).	11.4	This Agreement shall be governed by and construed in accordance with Singapore law.

The Employee   Signed by Pily Wong   Signature /s/ Pily Wong                                                             Date 20.05.2014 The Company   Signed by Niraj Goel for and on behalf of Clone Algo Inc.   Signature /s/ Niraj Goel                                                                     Date 20th MAY 2014

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EX-10.4

EXHIBIT 10.4

THIS AGREEMENT is made on 20th May, 2014

BETWEEN

(1) Clone Algo Inc. a company incorporated in USA having its registered office at  3225 McLeod Drive, Las Vegas, NV 89121, USA (the “Company”);

(2) Paul Kuoch, Passport No. 12CY18388  (the “Employee”)

IT IS AGREED as follows:

1.	Appointment			2.1.2	faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him/her;
1.1	The Company appoints the Employee and the Employee agrees to serve as Independent Director of the Company.			2.1.3	abide by the Memorandum and Articles of Association of the Company and obey all lawful and reasonable directions of the Board;
1.2	As Independent Director of the Company, the Employee shall have authority to enter into contractual obligations on behalf of the Company with prior approval of Management.			2.1.4	use his/her best endeavours to promote the interests of the Company;
1.3	Except as provided in Clause 1.2 above, the Employee shall have no authority to enter into contractual obligations on behalf of or otherwise bind the Company.  In particular (but without limitation), the Employee shall have no authority to and shall not:			2.1.5	keep the Board promptly and fully informed (in writing if so requested) of his/her conduct of the business or affairs of the Company and provide such explanations as the Board may require;
	1.3.1	pledge the credit of the Company;		2.1.6	not at any time make any untrue or misleading statement relating to the Company or any corporation having an ordinary share capital of which not less than 50 per cent is owned directly or indirectly by the Company or its holding company (if any) (each a “Group Company”).
	1.3.2	enter into any guarantee or indemnity on behalf of the Company; or
	1.3.3	otherwise incur any financial or other liabilities on behalf of the Company.	3.	Remuneration
1.4	The appointment shall commence on 20th May, 2014 and shall continue (subject to earlier termination as provided in this Agreement) until terminated by either party giving to the other not less than one month prior notice.		3.1	During her appointment the Company shall pay to the Employee USD5,000per annumas salary.
1.5	The First 3 months of the employment relationship shall be regarded as a probationary period,		3.2	During her appointment the Company shall pay to the Employee commissions on sales effected by the employee of the Company’s products and services calculated in the manner described in Schedule 2.
1.6	The Employee warrants that by virtue of entering into this Agreement he/she will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon him/her.		3.3	Such commission shall be calculated and paid monthly in arrears within 14 days after the end of each month.
			3.4	The Employee’s salary will be paid monthly on the 7th day of every month.
2.	Duties of the Employee
2.1	The Employee shall at all times during the continuance of his/her employment under this Agreement:		3.5	The Employee will be notified in writing of any change to his/her salary.
	2.1.1	devote so much of his/her time, attention and ability as is reasonably required to the duties of his/her appointment;

4.	Employee Share Option Scheme	10.	Termination of agreement
4.1	The Employee shall be entitled to participate in the Company’s Employee Share Option Scheme on such terms and subject to such conditions as the Board may determine from time to time.	10.1	The Company may by notice terminate this Agreement with immediate effect if the Employee:
5.	Working Hours		10.1.1	commits any act of gross misconduct or repeats or continues (after written warning) any other serious breach of his obligations under this Agreement or the Intellectual Property, Confidentiality and Non-Competition Deed; or
5.1	The Employee is required to work from 9.00 am to 7.00 pm from Monday to Friday.		10.1.2	is guilty of any conduct which in the reasonable opinion of the Board brings him/her, the Company or any Group Company into disrepute; or
5.2	The Employee will be required to work beyond the normal working hours if instructed to do so by the Company or if necessary for the proper performance of his/her duties.		10.1.3	is convicted of any criminal offence punishable with 6 months or more imprisonment (excluding an offence under road traffic legislation in the Singapore or elsewhere for which he/she is not sentenced to any term of imprisonment whether immediate or suspended); or
5.3	Overtime pay for additional hours worked will be at the discretion of the Company.		10.1.4	commits any act of dishonesty whether relating to the Company, any Group Company, any of its or their employees, or otherwise; or
6.	Annual Leave		10.1.5	becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
6.1	The Employee will be given 15 days annual leave each year.  The Employee may carry forward his/her unused leave for a maximum period of one calendar year.  Any period of leave not taken within this period will be deemed to be forfeited.		10.1.6	is in the reasonable opinion of the Board incompetent in the performance of his/her duties.
7.	Other Leave of Absence	10.2	The Company reserves the right at any time in its absolute discretion to make a payment of salary in lieu of all or any part of the Employee’s entitlement to notice.
7.1	Medical Leave:  If the Employee is absent from work due to sickness or injury, the Employee must provide the Company with a medical certificate.	10.3	At any time after serving or receiving notice to terminate this Agreement, the Company may elect to suspend the Employee from the performance of all or any of his/her duties and:
7.2	The Employee will be given 15 days paid medical leave per calendar year (from January to December) based on the medical certificates provided to the Company.  The Employee shall  not carry forward such medical leave.		10.3.1	require him/her to return or destroy all documents computer disks and tapes and other media in his possession which contains or refers to confidential information of the Company or any Group Company;
8.	Medical Benefits
8.1	A Company Group Medical Scheme is currently under review and details will follow.		10.3.2	require him/her not, without the consent of the Board, to engage in any contact with any customer, supplier, employee, officer, agent or adviser of the Company or any Group Company in relation to any matter which touches and concerns any of the business(es) of the Company or any Group Company.
9.	Intellectual Property, Confidentiality and Non-Competition Deed
9.1	As a condition of his/her appointment, the Employee agrees to be bound by the terms of the Intellectual Property, Confidentiality and Non-Competition Deed.

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11.	General
11.1	The provisions of the Company’s standard terms and conditions of employment (as amended from time to time) shall be terms of the Employee’s employment except to the extent that they are inconsistent with this Agreement.	11.3	The expiration or termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after termination and shall be without prejudice to any accrued rights or remedies of the parties.
11.2	This Agreement sets out the entire agreement and understanding of the parties and is in substitution for any previous contracts of employment or for services between the Company or any of its Group Companies and the Employee (which shall be deemed to have been terminated by mutual consent).	11.4	This Agreement shall be governed by and construed in accordance with Singapore law.

The Employee   Signed by Paul Kuoch   Signature    Date   The Company   Signed by Niraj Goel for and on behalf of Clone Algo Inc.   Signature  Date  

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